Page 124 - BCML AR 2019-20

STATUTORY SECTION

Performance Evaluation and Criteria CIR/P/2017/004 dated 5th January, 2017. The Board expressed its
Pursuant to the Section 178 of the Act and the Listing Regulations, satisfaction with the evaluation process and results thereof.
the Nomination & Remuneration Committee (NRC) has specified the Risk Management Committee
manner for performance evaluation of the Board, its Committees
and Individual Directors. Accordingly, the Board has carried out In compliance with Regulation 21 of the Listing Regulations,
the performance evaluation of its own performance and that of its the Board of Directors of the Company has constituted Risk
Committees as well as evaluation of performance of the Directors Management Committee (RMC) effective from 1st April, 2019 to
individually. The performance evaluation of the Independent review, in particular, the Risk Management Policy of the Company,
Directors was also carried out by the entire Board (excluding the the effectiveness and adequacy of the Risk Management Systems of
director being evaluated). the Company, including cyber security, etc.

The performance evaluation of the Board, its Chairman and the Terms of Reference
Non-Independent Directors were carried out by the Independent The terms of reference of the Risk Management Committee are as
Directors. The NRC also reviewed the implementation of the criteria follows:
specified for performance evaluation and also formulated its
feedback for supporting the Board in carrying out such evaluation (i) To periodically review the Risk Management Policy of the
of the performance. The evaluation of performance for the year Company.
2019-20 was carried out through structured questionnaires (based (ii) To periodically review the effectiveness and adequacy of the
on various aspects of the Board’s functioning, composition, its Risk Management Systems of the Company, including cyber
committees, culture, governance, execution and performance security.
of statutory duties and obligations). The questionnaire covers all
aspects prescribed by SEBI vide its circular no. SEBI/HO/CFD/CMD/ (iii) To perform such other function as may be delegated by the
Board from time to time.

Composition, Meetings and Attendance
Due to sad demise of Late (Shri) R. N. Das, Chairman of the Risk Management Committee on 3rd December, 2019, the Board of Directors of the
Company by its resolution passed through circulation reconstituted the Committee (effective 4th December, 2019) by inducting Shri Naresh
Dayal as a member who was apprised about the terms of reference and role of the Committee. As on 31st March, 2020, RMC comprised of 4
(four) directors, all of whom are Non-Executive, Independent Directors except Shri Naresh Dayal who is a Non-Executive Non-Independent
Director. During the year ended 31st March, 2020, 1 (One) RMC meeting was held on 7th August, 2019. The composition and attendance of
the members of the RMC are as follows:

Sl.No. Name of the Directors Position No. of meetings attended
1. Late (Shri) R. N. Das Chairman (upto 03.12.2019) 1
2. Shri D. K. Mittal Chairman (from 04.12.2019) 1
3. Shri Krishnava Dutt Member 1
4. Shri Sakti Prasad Ghosh Member 1
5. Shri Naresh Dayal Member (from 04.12.2019) N.A.

Executive Committee iii. To borrow money/monies, from time to time, for the purpose
The Executive Committee, constituted by the Board of Directors of of the Company, from banks / Financial Institutions.
the Company, met 11 (eleven) times during the year 2019-20. The iv. To authorise affixation of the Company’s Common Seal.
terms of reference of the said Committee, inter alia, includes the
following: v. To confer signing powers and authorities on such officers
and employees of the Company as deemed fit for various
i. To approve and / or authorise opening of bank accounts, cash operational and statutory matters.
credit, current, dividend payment or otherwise and to give
instructions relating to such banking accounts. vi. To perform such other function as may be delegated by the
Board of Directors from time to time.
ii. To approve and / or authorise opening of Demat Accounts,
Trading Accounts and to give instructions relating to such vii. To deal with the various aspects of interest of shareholders of
accounts. the Company (w.e.f. 1st December, 2019).

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