Annual Report 2012-2013 - UB Group

Report on Corporate Governance (contd.)
The particulars of Equity Shares of the Company currently held by the Directors are furnished below:
Name
Number of Shares held
As on March 31, 2013 As on March 31, 2012
Dr. Vijay Mallya 5,284,978 5,284,978
Mr. N Srinivasan 120 120
Mr. S G Ruparel* Nil Nil
Mr. A Harish Bhat 600 600
Mr. Sidhartha V Mallya Nil Nil
Mr. B S Patil Nil Nil
Mr. M S Kapur Nil Nil
Mr. V K Rekhi Nil Nil
* ceased to be a Director w.e.f. February 11, 2013 due to death;
GENERAL COMMITTEE OF DIRECTORS
In view of the difficulties in convening Board Meeting[s] with requisite quorum at short notice, for matters requiring
immediate and prompt action, on behalf of the Company, the Board constituted a Committee of Directors on
October 26, 2006 which was reconstituted on August 2, 2011.
The powers to be delegated to the Committee of Directors consisting of Mr. N Srinivasan, Mr. A Harish Bhat and Mr. B
S Patil are regulated by the Board of Directors from time to time. There was no occasion for the General Committee
to meet during the year 2012-13.
4. SECRETARIAL AUDIT
As required under Listing Agreement, Secretarial Audit was carried out by a qualified Practicing Company Secretary
for reconciling the total admitted capital with National Securities Depository Limited [NSDL] and Central Depository
Services (India) Limited and the total issued and listed capital. The audit confirms that the total issued/paid up
capital is in agreement with the total number of shares held in physical form and the total number of dematerialized
shares held with NSDL and CDSL.
This audit is carried out every quarter and the report thereon is submitted to the Stock Exchanges, NSDL and CDSL
and is also placed before the Board of Directors.
5. COMPLIANCE OFFICER
Mr. Kaushik Majumder, the Company Secretary has been functioning as Compliance Officer for the purpose of
complying with various provisions of Securities and Exchange Board of India Regulations, Listing Agreement with
Stock Exchanges, Registrar of Companies and for monitoring the share transfer process etc. His email address is
kmajumder@ubmail.com.
6. GENERAL BODY MEETINGS
The details of the last three Annual General Meetings (AGMs) of the Company held are furnished as under:
16
Financial Year Date Time Venue Special Resolutions passed
94 th Annual General Thursday, 10.30.a.m Good Shepherd 1. Re-appointment of Mr. R N Pillai as
Meeting
September
Auditorium,
Managing Director of the Company, without
April 2009 – March 30, 2010
Residency Road, remuneration, from March 18, 2010 up to the
2010
Bangalore 560 025
close of business of August 20, 2010.
2. Appointment of Mr. A Harish Bhat as
Managing Director of the Company, without
remuneration, from the close of business
hours of August 20, 2010 for a period of three
years or date of superannuation whichever is
earlier.
3.
Conversion of loans given by the
Company to Kingfisher Airlines Limited,
into convertible instrument which is
compulsorily convertible into equity shares.