Page 82 - BCML AR 2019-20

STATUTORY SECTION

free reserves as on March 31, 2020), at a price of H180/- per Equity appointment of Shri Mazumder as an Independent Director of the
Share on a proportionate basis in accordance with the provisions Company, to hold office for the second term of five consecutive
contained in the Act, rules made thereunder, the SEBI (Buy-Back years commencing from 1st May, 2021 upto 30th April, 2026. The
of Securities) Regulations, 2018 and other applicable circulars, Company has received necessary declarations from him that he
clarifications and notifications. continues to fulfil the criteria of independence as prescribed under
the provisions of the Act and the Listing Regulations. Accordingly,
Employee Stock Option Scheme in terms of Section 149(10) of the Act, the Board seeks approval of
There are no outstanding stock options and no stock options were the shareholders of the Company by means of special resolution
either issued or allotted during the year. for the re-appointment of Shri Mazumder, as aforesaid. Further, Shri
Mazumder will attain the age of 75 years during his proposed second
Credit Rating term. Therefore, in compliance with the requirements of the Listing
Details of Credit Ratings assigned to the Company are given in the Regulations, the Board also seeks approval of the shareholders of
Corporate Governance Report. the Company by means of special resolution for continuation of Shri
Mazumder as an Independent Director of the Company from the
Directors day he attains the age of 75 years (on 11th February, 2023) till his
Pursuant to the provisions of Section 152(6) of the Act, the members remaining period, i.e. up to 30th April, 2026.
of the Company at the 43rd Annual General Meeting (AGM) held on In terms of the provisions of Section 160(1) of the Act, the Company
30th August, 2019, re-appointed Dr. Arvind Krishna Saxena who was has received notices from members signifying their intention to
liable to retire by rotation. propose the candidatures for the appointment of Ms. Veena Hingarh
None of the Directors of the Company are disqualified as per the and re-appointment of Shri Sumit Mazumder as independent
applicable provisions of the Act. directors.

Director retiring by rotation Resume and other information regarding the aforesaid appointment/
Shri Naresh Dayal retires from the Board by rotation and being re-appointment as required under Regulation 36 of the Listing
eligible, offers himself for re-appointment. The Board of Directors Regulations and the Secretarial Standard – 2 (Revised) have been
recommends the said re-appointment. Resume and other given in the Notice convening the ensuing AGM. The terms and
information regarding aforementioned Director seeking re- conditions of appointment/ re-appointment of Independent/Non-
appointment as required under Regulation 36 of the Listing Executive Directors of the Company is hosted on the website of the
Regulations has been given in the Notice convening the ensuing Company.
AGM. Changes in Board Composition
Information regarding the directors seeking appointment / re- Smt. Novel S Lavasa, an Independent Director of the Company had
appointment tendered her resignation with effect from 31st May, 2019 owing
During the year under review, the Board of Directors of your to her eye operation and limitations arising out of the same. The
Company on the recommendation of the Nomination & Board places on record its deep appreciation for the contributions
Remuneration Committee has appointed Ms. Veena Hingarh as an of Smt. Lavasa on key issues, in particular, on conducting business in
Additional Director in the capacity of an Independent Director for a socially responsible manner. Smt. Lavasa has confirmed that there
a period of 5 (five) consecutive years with effect from 31st August, are no other reasons attributable / connected with the Company.
2019 subject to the approval of the Shareholders. Pursuant to With deep regret, the Board reports the sad demise of the
Section 149 read with Schedule IV and other applicable provisions Independent Director, Late (Shri) R. N. Das, on 3rd December,
of the Act and the Listing Regulations, your Board of Directors seek 2019 and would like to place on record its highest gratitude and
your approval for appointment/ regularization of Ms. Veena Hingarh appreciation for the guidance given by Late (Shri) R. N. Das to the
as an Independent Director of the Company for a period of 5 (five) Board during his tenure as a director.
consecutive years with effect from 31st August, 2019.
Other Information
Shri Sumit Mazumder was appointed as an Independent Director of Appointment of directors is made in accordance with the Policy on
the Company pursuant to Section 149 of the Act for the first term of Selection & Remuneration of Directors, Key Managerial Personnel
5 years and will hold office upto 30th April, 2021. and other employees and on Board Diversity as recommended by
Considering the knowledge, expertise, experience and his the Nomination & Remuneration Committee and approved by the
entrepreneur and leadership skills and the contributions made Board of Directors.
by him during his tenure as an independent director and as Other details pertaining to the Directors, their appointment /
the Chairperson of the Board, the Nomination & Remuneration cessation during the year under review and their remuneration are
Committee and the Board of Directors have recommended the re-

80 | Balrampur Chini Mills Limited