Page 117 - BCML AR 2019-20

BALRAMPUR CHINI MILLS LIMITED

AnnExuRE VII
coRpoRate goVeRNaNce RepoRt

Company’s Philosophy on Code of Governance Date of Report
Corporate Governance refers to, but not limited to, a set of laws, The information provided in this Report on Corporate Governance
regulations and good practices & systems that enable an organisation for the purpose of unanimity is as on 31st March, 2020. This Report is
to perform efficiently and ethically to generate long term wealth updated as on the date of the Report wherever applicable.
and create value for all its stakeholders. Sound governance practices
and responsible corporate behaviour contribute to superior long Board of Directors
term performance of organisations. Corporate Governance requires The Company recognises the importance of a diverse board in its
everyone to raise their level of competency and capability to meet success. The Board is entrusted with the ultimate responsibility
the expectations in managing the enterprise and its resources of the management, direction and performance of the Company
optimally with prudent ethical standards. and has been vested with the requisite powers, authorities and
duties. The SEBI (Listing Obligations and Disclosure Requirements)
The Company recognises that good corporate governance is a
continuous exercise. Adherence to transparency, accountability, Regulations, 2015 (as amended) (the “Listing Regulations”) mandate
fairness and ethical standards are an integral part of the Company’s that for a company with a non-executive chairman, atleast one third
function. The Company’s structure, business dealings, administration of the board should comprise of independent directors. As on 31st
and disclosure practices are aligned to good corporate governance March, 2020, the Board comprised of 8 (eight) directors, of which
philosophy. The Company has an adequate system of control in 5 (five) were Independent Directors including the Chairman. The
place to ensure that the executive decisions taken should result composition of the Board is in conformity with the requirements of
in optimum growth and development which benefits all the Regulation 17(1) of the Listing Regulations.
stakeholders. The Company also aims to increase and sustain its
corporate values through growth and innovation.

The composition of the Board of Directors, the number of other committees of which a director is a Member/ Chairperson and the attendance
of each director at the Board Meetings and the last Annual General Meeting (AGM) of the Company were as follows:

Name of the Directors and No. of membership No. of chairmanship No. of Board meetings Attendance at
Category on Board committees on Board committees attended during the last AGM held on
including the Company^ including the Company^ year 2019-20 30.08.2019
Shri Sumit Mazumder 4 0 5 Yes
(Chairman) (ID)
Shri Vivek Saraogi 1 0 6 Yes
(Managing Director) (PE)
Shri D. K. Mittal (ID) 7 3 4 No
Late Shri R. N. Das (ID) N.A. N.A. 5* Yes
(Ceased w.e.f. 03.12.2019)
Shri Krishnava Dutt(ID) 7 5 3 No
Smt. Novel S Lavasa (ID)
(Ceased w.e.f. 31.05.2019) N.A. N.A. 1* N.A.
Shri Sakti Prasad Ghosh (ID) 5 1 6 No
Dr. Arvind Krishna Saxena
(Whole-time Director) (NPE) 0 0 5 No
Shri Naresh Dayal (NED) 1 0 5 Yes
Ms. Veena Hingarh (ID)
(Appointed w.e.f. 31.08.2019) 2 0 2 N.A.

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