president & cfo - UB Group

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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
Corporate Governance Report (Contd.)DISCLOSURES REGARDING APPOINTMENT ANDRE-APPOINTMENT OF DIRECTORSDirectors retiring by rotation and being reappointed :Mr. Sreedhara MenonMr. Sreedhara Menon (Mr. Menon), aged 72 years, is theChairman of the Board and Strategic Advisor of VITEOSCapital Market Services Limited, a business ProcessOutsourcing Company in India with a Sister Company locatedat Piscataway, New Jersey, U.S.A. Mr. Menon has previouslyheld senior positions as Deputy President and Member ofthe Board of Directors of American Express Bank Limited,Chairman of the Board of Directors of American Express BankInternational, Managing Director, Emerging Markets <strong>Group</strong>at Lehman Brothers Inc., New York and General Partner andVice Chairman of RRE Ventures, LLC. Mr. Menon has servedas a Member of the Board of Directors of U.S.-India BusinessCouncil, Asean-U.S. Business Council, President of the India-America Chamber of Commerce in New York, etc. Mr. Menonholds Masters Degree in Economics from Maharaja’s Collegeof the University of Kerala, India. He resides in Short Hills,New Jersey, U.S.A.Details of Mr. Menon’s directorships in other Indian Companiesand Committee Memberships are as under:-Other DirectorshipsPosition held1. Viteos Capital Markets Services Limited Director2. Viteos Fund Services Limited DirectorMr. Menon is a Member of the Audit Committee of theCompany.Mr. Menon does not hold any share in the Company and isnot related to any other Director.Dr. Vijay MallyaDr. Vijay Mallya (Dr. Mallya), aged 53 years, who holds aPh.D.in Business Administration, is a well-known Industrialistand is the Chairman of the Board of Directors of the Company.He took over the reins of the United Breweries <strong>Group</strong> in1983 at the young age of 28, which today is a multi-nationalconglomerate. Dr. Mallya is the Chairman of several publicCompanies both in India as well as overseas.Dr. Mallya has won wide recognition from distinguishedinstitutions throughout the span of his career, whichincludes:• The Fellowship Award 2003 – the Institute of Directors,New Delhi• Global Leader for Tomorrow – World Economic Forum,Davos, Switzerland• Sir M. Visvesvaraya Memorial Award instituted by theFederation of Karnataka Chambers of Commerce.• The prestigious Légion d’Honneur award by theGovernment of France in 2008.Dr.Mallya was a Member of the Rajya Sabha from 2002 to2008.Details of Dr. Mallya’s directorships in other Indian Companiesand committee memberships are as under:-Other DirectorshipsPosition held1. Aventis Pharma Limited Chairman2. Bayer CropScience Limited Chairman3. Kingfisher Airlines Limited Chairman & CEO4. Mangalore Chemicals and FertilizersChairmanLimited5. McDowell Holdings Limited Chairman6. Shaw Wallace & Company Limited Chairman7. United Breweries Limited Chairman8. United Breweries (Holdings) Limited Chairman9. Deccan Charters Limited Vice-Chairman10. Four Seasons Wines Limited Chairman11. Shaw Wallace Breweries Limited Chairman12. United Racing and Bloodstock Breeders ChairmanLimited13. Royal Challengers Sports Private Limited Chairman14. Kamsco Industries Private Limited Chairman15. Mallya Private Limited Chairman16. Millennium Alcobev Private Limited Chairman17. Pharma Trading Company PrivateChairmanLimited18. The Gem Investment & Trading CoChairmanPrivate Limited19. United East Bengal Football TeamChairmanPrivate Limited20. United Mohun Bagan Football TeamChairmanPrivate Limited21. VJM Investments Private Limited Chairman22. DCL Holdings Private Limited Vice Chairman23. Motorsports Association of India ManagementCommitteeMember24. SWEW Benefit Company ManagementCommitteeMemberHe is the Chairman of the Remuneration Committee ofMillennium Alcobev Private Limited.Dr. Mallya holds 10 equity shares in the Company and is notrelated to any other Director.13 11
Page 2 and 3: CONTENTSDr. Vijay MallyaChairmanRep
Page 5 and 6: Report of the DirectorsYour Directo
Page 8 and 9: Report of the Directors (Contd.)The
Page 10 and 11: Report of the Directors (Contd.)ANN
Page 12 and 13: Report of the Directors (Contd.)SL.
Page 16 and 17: Corporate Governance Report (Contd.
Page 24 and 25: Annexure to Report of the Directors
Page 26 and 27: Auditors' Report to the Members of
Page 28 and 29: Annexure to the Auditors' Report (C
Page 30 and 31: Balance Sheet as at March 31, 2009S
Page 32 and 33: Cash Flow Statement for the year en
Page 34 and 35: Schedules forming part of Balance S
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Schedules forming part of account f
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Statement Pursuant To Section 212(1
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Details of Subsidiary CompaniesName
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BALANCE SHEET ABSTRACTBALANCE SHEET
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Consolidated Financial StatementBal
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Consolidated Financial StatementCas
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Consolidated Financial StatementSch
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