president & cfo - UB Group

Corporate Governance Report1. COMPANY’S PHILOSOPHY ON CODE OF CORPORATEGOVERNANCEChairman, a Managing Director and five other NonExecutive Directors.Your Company is committed to good CorporateGovernance on a continuous basis by laying emphasis onethical corporate citizenship and establishment of goodcorporate culture.Your Company adheres to the highest level of integrity,fairness and transparency in all its operations and believesthat its operations and action must result in sustainedgrowth and long term benefits to all its stakeholders.2. BOARD OF DIRECTORSThe Board of Directors comprises a Non - ExecutiveName of DirectorCategory ofDirectorshipNo. of BoardMeetingsattendedDuring the financial year under review, SevenBoard Meetings were held, i.e., on April 21, 2008,July 21, 2008, September 22, 2008, October 21, 2008,November 29, 2008, December 26, 2008 and January 21,2009.Attendance of each Director at the Board Meetingsand the last Annual General Meeting and details ofnumber of outside Directorship and Committee positionheld by each of the Directors as on date are givenbelow:Attendance atlast AGM heldon December26, 2008No. of otherCompanies inwhich DirectorNo. of committees(other than thecompany) in whichChairman/ MemberDr. Vijay Mallya Non Executive Chairman 5 Yes 24 1(Chairman of 1)Mr. S.R. GupteNon ExecutiveVice ChairmanMr. V.K. Rekhi Executive /Managing DirectorMr. M.R. DoraiswamyIyengarMr. B.M. LabrooMr. Sreedhara MenonMr. Sudhindar KrishanKhannaNOTE:IndependentNon Executive DirectorIndependentNon Executive DirectorIndependentNon Executive DirectorIndependentNon Executive DirectorThe above details are in respect of their Directorship only in Indian Companies.7 Yes 11 8(Chairman of 4)6 Yes 3 Nil7 Yes 5 2(Chairman of 2)7 Yes 8 1(Chairman of 1)3 Yes 2 Nil4 Yes 1 Nila) Out of 24 other Companies in which Dr. Vijay Mallya is a Director, 9 are Private Limited Companies and 2, Section 25Companies.b) Out of 11 other Companies in which Mr. S.R. Gupte is a Director, 2 are Private Limited Companies and 1, Section 25Company.c) Out of 5 other Companies in which Mr. M.R. Doraiswamy Iyengar is a Director, 4 are Private Limited Companies.d) Out of 8 other Companies in which Mr. B.M. Labroo is a Director, 4 are Private Limited Companies.e) Out of 4 other Companies in which Mr. V.K. Rekhi is a Director, 1 is Private Limited Company and 1, Section 25Company.f) The other Company in which Mr. Sudhindar Krishan Khanna is a Director is a Private Limited Company.g) None of the Directors is related to any other Director.12 10