Annual Report 2012-2013 - UB Group

Report on Corporate Governance (contd.)
3. COMMITTEES OF THE BOARD
The Board of Directors has constituted Mandatory Committees viz., Audit Committee, and Shareholders’/
Investors’ Grievance Committee and Non-Mandatory Committees i.e. Remuneration Committee and General
Committee of Directors. The functions of these Committees are summarized below.
AUDIT COMMITTEE
The powers of the Audit Committee are as mentioned in Clause 49(II) [C] and [D] of the Listing Agreement and
Section 292A of the Companies Act, 1956. The terms of reference of this Committee are wide enough covering the
matters specified for Audit Committee under the Listing Agreement. The Committee acts as a link between the
Management, the Statutory and the Internal Auditors on one side and the Board of Directors of the Company on the
other side and oversees the financial reporting process.
The Executive Vice Chairman- The UB Group, The Chief Financial Officer-The UB Group, the Managing Director and
the Internal Auditors are permanent invitees of the Audit Committee. The Statutory Auditors are also invited to
attend the meetings. The Company Secretary acts as the Secretary to the Committee.
Five Meetings of the Audit Committee were held during 2012-13 i.e., on May 8, 2012, August 8, 2012, August 24,
2012, November 7, 2012, and February 5, 2013. The composition and attendance of Members at the Meetings of the
Audit Committee held during 2012-13 are as follows:
Name Designation Category
Meetings held during Meetings
2012-13
attended
Mr. N Srinivasan Chairman Independent Director 5 5
Mr. S G Ruparel* Member Independent Director 5 4
Mr. B S Patil Member Independent Director 5 3
* ceased to be a Member w.e.f. February 11, 2013 due to death;
Consequent to the death of Mr. S G Ruparel, the Committee was reconstituted on March 21, 2013 and Mr. M S
Kapur was appointed as a Member of this Committee in the place of Mr. S G Ruparel. The Committee was again
reconstituted on May 30, 2013 by appointing Dr. Lalit Bhasin as a Member.
SHAREHOLDERS’ / INVESTORS’ GRIEVANCE COMMITTEE
The Shareholders’ / Investors’ Grievance Committee oversees the transfer of shares lodged for transfer, transmission,
dematerialization / rematerialization, split and stock option allotments and complaints received from shareholders
and other statutory bodies. The Company’s Registrars and Share Transfer Agents viz., Integrated Enterprises (India)
Limited Bangalore, have adequate infrastructure to process the above mentioned activities.
Majority of the complaints from Shareholders are received directly by Integrated Enterprises (India) Limited,
Registrars & Share Transfer Agents, and those received by the Company are forwarded to them for immediate
redressal.
Seven Meetings of the Shareholders’ / Investors’ Grievance Committee were held during 2012-13 i.e., on April 16,
2012, May 24, 2012, July 9, 2012, August 16, 2012, November 8, 2012, January 3, 2013 and February 5, 2013. The
composition and attendance of Members at the Meetings of the Shareholders’/ Investors’ Grievance Committee held
during 2012-13 are as follows:
14
Name Designation Category
Meetings held
during 2012-13
Meetings attended
Mr. S G Ruparel* Chairman Independent Director 7 2
Mr. B S Patil Member Independent Director 7 5
Mr. A Harish Bhat Member Non-Independent Director 7 7
* ceased to be a Member w.e.f. February 11, 2013 due to death;