UBHL annual report - United Spirits Limited

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Corporate Governance Report (Contd.)DISCLOSURES REGARDING APPOINTMENT ANDREAPPOINTMENT OF DIRECTORSDirectors retiring by rotation and being reappointedMr. Sreedhara MenonMr. Sreedhara Menon (Mr. Menon), aged 75 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 ExpressBank International, Managing Director, Emerging MarketsGroup at Lehman Brothers Inc., New York and GeneralPartner and Vice Chairman of RRE Ventures. Mr. Menonhas served as a Member of the Board of Directors of U.S.-India Business Council, Asian-U.S. Business Council, Presidentof the India-America Chamber of Commerce in New York,etc. Mr. Menon holds a Master's Degree in Economics fromMaharaja’s College of the University of Kerala. He resides inShort Hills, New Jersey, U.S.A.Details of Mr. Menon’s directorships in other IndianCompanies and Committee Memberships are as under:Other DirectorshipsPosition held1. Viteos Capital Market 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 56 years, is a well-knownIndustrialist and a Member of the Parliament (Council ofStates). He took over the reins of the United Breweries Groupin 1983 at the 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:• Edmund Hillary Fellowship by the government of NewZealand 2011• Entrepreneur of the Year Award – The Asian Awards,London - 2010• Officer of the Legion of Honour conferred by thePresident of French Republic 2008• Asia’s Leading Airline Personality – World Travel Award –2007Details of Dr. Mallya’s directorships in other IndianCompanies and Committee Memberships are as under:Other DirectorshipsPosition held1. Kingfisher Airlines Ltd. Chairman &MD2. Sanofi India Ltd. Chairman3. Bayer CropScience Ltd. Chairman4. Four Seasons Wines Ltd. Chairman5. Mangalore Chemicals and Fertilizers Ltd. Chairman6. McDowell Holdings Ltd. Chairman7. Shaw Wallace Breweries Ltd. Chairman8. United Breweries Ltd. Chairman9. United Breweries (Holdings) Ltd. Chairman10. United Racing and BloodstockChairmanBreeders Ltd.11. Kamsco Industries Pvt. Ltd. Chairman12. Mallya Pvt. Ltd. Chairman13. Pharma Trading Company Pvt. Ltd. Chairman14. Royal Challengers Sports Pvt. Ltd. Chairman15. The Gem Investment & TradingChairmanCompany Pvt. Ltd.16. United East Bengal FootballChairmanTeam Pvt. Ltd.17. VJM Investments Pvt. Ltd. Chairman18. Motor Sports Association of India ManagingCommitteeMember19. SWEW Benefit Company Patron(Chairman)Dr. Mallya holds 12,510 Equity Shares in the Company and isnot related to any other Director.New DirectorMr. G.N. BajpaiMr. Ghyanendra Nath Bajpai (Mr. Bajpai), aged 69, holds aMaster’s Degree in Commerce from the University of Agraand a Degree in Law (LLB) from the University of Indore.Mr. Bajpai, a distinguished leader in Indian Businesscommunity, was the Chairman of Securities and ExchangeBoard of India (SEBI) and Life Insurance Corporation ofIndia (LIC). Mr.Bajpai has been the Chairman of CorporateGovernance Task Force of International Organization of9
Corporate Governance Report (Contd.)Securities Commissions and the Chairperson of the InsuranceInstitute of India, a counterpart of Chartered InsuranceInstitute, UK. He was the Non-Executive Chairman ofNational Stock Exchange of India Limited, Stock HoldingCorporation of India Limited, LIC Housing Finance Limitedand LIC International EC Bahrain and LIC Nepal Limitedand was also on the Governing Board of Indian Institute ofManagement, Lucknow.Mr. Bajpai is on the Board of Advisors of Indian Army GroupInsurance Fund and on the Governing Board of NationalInsurance Academy. He is also Non-Executive Chairman andNon-Executive Director in several corporates in India.Mr. Bajpai was appointed as Additional Director of theCompany on January 20, 2012 and will hold office as Directorup to this Annual General Meeting.Details of Mr. Bajpai's directorships in other Indian Companiesand Committee Memberships are as under:Other DirectorshipsPosition held1. Future Generali India Life Insurance DirectorCompany Ltd2. Future Generali India InsuranceDirectorCompany Ltd3. Dhanlaxmi Bank Ltd Director4. Future Capital Holdings Ltd Director5. Mandhana Industries Ltd Director6. Future Ventures India Ltd Director7. Nitesh Estates Ltd Director8. New Horizons India Ltd Director9. PNB Housing Finance Ltd Director10. Usha Martin Ltd Director11. Micromax Informatics Ltd Director12. Walchandnagar Industries Ltd Director13. Dalmia Cement (Bharat) Ltd Director14. Intuit Consulting Pvt Ltd Director15. Invent Asset Securitisation &DirectorReconstruction Company Pvt Ltd16. Infomerics Valuation & Rating Pvt Ltd Director17. Apnapaisa Pvt Ltd Director18. Invent ARC Pvt Ltd Director19. IDE India Director20. Institute of Insurance and RiskDirectorManagement21. NPS Trust ChairpersonMr. Bajpai does not hold any shares in the Company and isnot related to any other Director.3. AUDIT COMMITTEEThe Audit Committee constituted on April 19, 2001to meet the requirements under both the ListingAgreement and Section 292A of the Companies Act,1956, comprises at present of the following Directors:Mr. M.R. Doraiswamy Iyengar(Chairman)Mr. B.M. LabrooMr. S.R. GupteMr. Sreedhara MenonNon ExecutiveIndependent DirectorNon ExecutiveIndependent DirectorNon Executive DirectorNon ExecutiveIndependent DirectorThe terms of reference of the Audit Committee coversall matters specified under the Listing Agreement aswell as the provisions of Section 292A of the CompaniesAct, 1956 and inter alia, includes the following:a) Oversight of the Company’s financial reportingprocess and the disclosure of its financial informationto ensure that the financial statement is correct,sufficient and credible.b) Recommending the appointment and removalof external auditor, fixation of audit fee and alsoapproval for payment for any other services.c) Reviewing with management the annual financialstatements before submission to the Board, focusingprimarily on:• Any changes in accounting policies and practices• Major accounting entries based on exercise ofjudgment by management• Qualifications in draft audit report• Significant adjustments arising out of audit• Compliance with Stock Exchange and legalrequirements concerning financial statements• Disclosure of any related party transactions.d) Reviewing with the management, external andinternal auditors, the adequacy of internal controlsystems.e) Reviewing the adequacy of internal audit functionincluding the structure of the internal auditdepartment, staffing and seniority of the officialheading the department, reporting structurecoverage and frequency of internal audit.f) Discussion with internal auditors any significantfindings and follow up thereon.10
Page 10 and 11: The TeamAshok CapoorPresident & MDP
Page 16 and 17: Report of the DirectorsYour Directo
Page 18 and 19: Report of the Directors (Contd.)Cou
Page 20 and 21: Report of the Directors (Contd.)ANN
Page 22 and 23: Report of the Directors (Contd.)SL.
Page 26 and 27: Corporate Governance Report (Contd.
Page 32 and 33: CERTIFICATE ON CORPORATE GOVERNANCE
Page 34 and 35: Annexure to Report of the Directors
Page 40 and 41: Annexure to the Auditors' ReportAnn
Page 42 and 43: Appendix 1* to the Auditor's Report
Page 44 and 45: Statement of Profit and Loss for th
Page 46 and 47: Cash Flow statement for the year en
Page 48 and 49: Notes to the financial statements f
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Notes to the financial statements f
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Notes to the financial statements f
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Statement Pursuant to Section 212(1
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Statement Pursuant to Section 212(1
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Auditors' Report to the Board of Di
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Consolidated Financial StatementsSt
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Consolidated Financial StatementsCa
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UBHL annual report - United Spirits Limited

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