Page 121 - BCML AR 2019-20

BALRAMPUR CHINI MILLS LIMITED

Lead Independent Director Audit Committee
Although not mandatory, the Board has appointed Shri D. K. Mittal The Board of Directors of the Company has constituted a qualified
as the Lead Independent Director at its meeting held on 31st July, and independent Audit Committee that acts as a link between the
2017. The Lead Independent Director provides leadership to the management, the Statutory, Internal Auditors and the Board.
Independent Directors and liaisons between the Independent
Directors and the Management / Board / Shareholders. Terms of Reference
The terms of reference of the Audit Committee are in conformity
Code of Conduct with the requirements of Regulation 18 of the Listing Regulations
Regulation 17(5) of the Listing Regulations requires every listed and Section 177 of the Act. Terms of reference of the Audit
company to have a Code of Conduct for its directors and senior Committee includes overseeing the financial reporting process,
management. Further, Schedule IV of the Act requires the review of financial statements, ensuring compliance with
appointment of Independent Director to be formalised through the regulatory guidelines, review of internal audit reports,
a letter of appointment, which shall set out the Code for Business recommending appointment and remuneration of auditors to
Ethics that the Company expects its directors and employees to the Board of Directors and to review adequacy of internal control
follow. The said Schedule also requires the Independent Directors systems and internal audit function and other matters specified for
to report concerns about unethical behaviour, actual or suspected Audit Committee under the Listing Regulations and the Act. The
fraud or violation of the Company’s Code of Conduct or Ethics Policy. Audit Committee also reviews information as per the requirement
of Part C of Schedule II to the Listing Regulations.
In terms of the above, there exists a comprehensive Code of
Conduct for all Directors, Senior Management Personnel and all Composition, Meetings and Attendance
other employees of the Company and the same is available on the
website of the Company at the following web-link: The composition of the Audit Committee is in accordance with the
provisions of the Act and Regulation 18 of the Listing Regulations.
http://chini.com/wp-content/uploads/2018/04/Code_of_Conduct.
pdf Due to sad demise of Late (Shri) R. N. Das, Chairman of the Audit
Committee on 3rd December, 2019, the Board of Directors of
All Directors and Senior Management Personnel have affirmed the Company by a resolution passed through circulation has
compliance with the Code for the financial year 2019-20. A reconstituted the Audit Committee (effective from 4th December,
declaration to this effect signed by the Managing Director is 2019). Shri D. K. Mittal was designated as the Chairman of the
annexed to this Report. Committee and Shri Naresh Dayal, was inducted as a member of the
Committee. Shri Dayal was apprised about the terms of reference
Board Committees and role as a member of the Committee. As on 31st March, 2020,
The Board has constituted various committees consisting of the Audit Committee comprised of 4 (four) directors consisting of
Executive and Non-Executive Directors of the Company to meet 3 (three) Independent Directors and 1(one) Non-Executive Non-
various mandatory requirements of the Act and the Listing Independent Director. All the members of the Audit Committee
Regulations as well as to perform other critical functions. Currently, are financially literate and half of them are having accounting
the Board has 6(six) committees, viz., Audit Committee, Corporate or related financial management expertise. The Chairman of the
Social Responsibility Committee, Nomination & Remuneration Committee is an Independent (Non-Executive) Director, nominated
Committee, Stakeholders’ Relationship Committee, Risk by the Board. The Committee meetings were attended by the
Management Committee and Executive Committee. The Share Statutory Auditors, the Managing Director and the Chief Financial
Transfer Committee has been de-constituted by the Board of Officer of the Company as invitees. The Committee also invited the
Directors of the Company at its meeting held on 11th November, representatives of Internal Auditors for obtaining valuable guidance
2019 from the closure of the business hours of 30th November, from their expertise in best practices in Internal Audit. The Cost
2019. The compositions of the said committees have also been Auditors were also invited whenever the Cost Audit related matters
disclosed on the website of the Company. The Company Secretary were considered. The minutes of the Audit Committee meetings
acts as the Secretary to all the Committees of the Board. were circulated to the Board, discussed and taken note of. All
recommendations made by the Audit Committee during the year
were accepted by the Board.

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