BGR ENERGY SYSTEMS LIMITED

BGR ENERGY

 
NAMEDESIGNATION
Mr. Heinrich Bohmer Director
Mr. Gnana Rajasekaran Director
Mr. M. S. Sundara Rajan Director
Mr. M. Gopalakrishna Director
Mr. S. A. Bohra Director
Mr. S. R. Tagat Director
Ms. Swarnamugi Karthik Director – Corporate Strategy
Mr. A. Swaminathan Joint Managing Director & Chief Executive Officer
Mr. V. R. Mahadevan Joint Managing Director
Mrs. Sasikala Raghupathy Chairman
 
   

Mr. Heinrich Bohmer (77) is an independent Director on the Board. He graduated with a diploma in mechanical engineering in 1960 from the technical academy in Duisburg, Germany. He has been involved in research and development, design and sales departments in various power and chemical industries. Prior to joining the Board, he established EVU GmbH an engineering company and retired as the Managing Director of Taprogge-MWD GmbH. He has been associated with the Company as a Director between 1987 and 1993 and has rejoined the Board on July 18, 2007.

Mr. Gnana Rajasekaran (60) is an Independent Director on the Board. He holds Masters Degree in Physics. He is a retired officer of the Indian Administrative Service and has served on the boards of various public sector undertaking in the capacity of Chairman / Managing Director for more than two decades. He was Secretary to Government, Energy and Labour Departments, Government of Kerala and Chairman, Kerala State Electricity Board. He has rich and vast experience in arts, culture and public administration. The films, short films, novels and graphic arts scripted and directed by him has won many awards and recognitions at National and State levels. He joined the Board on February 10, 2011.

Mr. M. S. Sundara Rajan (63) is an Independent Director on the Board.  He holds Master degree in Economics from the University of Madras and is an Associate Member of the Institute of Company Secretaries of India and a certified associate of Indian Institute of Bankers.  He served the banking sector for more than three decades and retired as Chairman & Managing Director, Indian Bank.  He brings with him rich and vast experience in credit, merchant banking, corporate banking, housing finance, fund management and other strategic areas of banking at various level.   Presently, he is serving as a Director on the Board of various private and public limited companies. He joined the Board on 14th November, 2011.

Mr. M. Gopalakrishna (74) is an independent Director on the Board. He holds a Bachelorís degree in Science and a Bachelorís degree in Law from Osmania University, Hyderabad. He is a retired officer of the Indian Administrative Service and has served on the board of various public limited companies in the capacity of chairman, managing director and director. At present, he is also director-in-charge of the Andhra Pradesh Gas Power Corporation Limited. He has joined the Board on July 18, 2007.

Mr S.A. Bohra (69) is an independent Director on the Board. He holds a Bachelorís degree in Mechanical Engineering from Jodhpur University. He was formerly the Senior Executive Director (Technical) of Nuclear Power Corporation of India Limited. He has served on the boards of several companies such as Nuclear Fuel Complex, Transformers and Electricals and Kerala Heavy Water Board. He has also served on various committees such as Nuclear Power Corporation of India Limited, Indira Gandhi Centre Council and Heavy Water Board. He is currently an Advisor to the Tata Power. He has been conferred the distinguished scientist title by the Government of India in 2002, Indian Nuclear Society (INS) Award 2004 in the field of Nuclear Reactor Technology. He joined the Board on July 18, 2007.

Mr. S. R. Tagat (57) is an independent Director. He holds a Bachelorís degree in Commerce and is a qualified Chartered Accountant. He has earlier worked in various state public sector and State Government Undertakings. He has also handled audit of various banks and insurance companies. He is currently a partner in a firm of chartered accountants. He joined the Board on July 18, 2007.

Ms. Swarnamugi Karthik (32) is the Director - Corporate Strategy. She is responsible to formulate strategies and for creating environment to enable operational excellence, productivity, strategic planning and achievement of corporate goals. She is an Engineering Graduate from the University of Madras and holds a post graduate qualification in Embedded Systems. She was inducted into the company in 2005 as Executive Assistant to the President and worked her way up in project execution. She has been involved in central procurement, corporate monitoring and business strategies. She was inducted into the Board on 8th February 2013.

Mr. A. Swaminathan (57) is the Joint Managing Director & Chief Executive Officer. He holds a leadership position and is responsible for Sales and Marketing functions of the company. He holds a Bachelorís degree in Technology in Mechanical Engineering from the Indian Institute of Technology, Bombay. Prior to joining the Company, Mr. Swaminathan was with TATA Power Limited as General Manager-Projects. He has more than 30 years of rich and varied experience in design, engineering, construction, erection, commissioning, operation & maintenance of Power Projects. He has been inducted into the Board as a Whole Time Director (Sales & Marketing) on February 5, 2010.

Mr. V. R. Mahadevan (54) is the Joint Managing Director. He is responsible for the overall management and supervision of the operations of the technology, human resources. He holds a Bachelor’s degree in Electrical Engineering from Annamalai University, Tamil Nadu. Prior to joining the company in 1987, he worked as a project manager with Best and Crompton Limited. He has over 27 years of experience in the fields of project and business management.

Mrs. Sasikala Raghupathy (57) wife of founder, Mr. B.G. Raghupathy, is the Chairman. She has been associated with the company since inception and has been a Director on the Board. She is also a Director on the Board of many group companies.

Pursuant to the provisions of Schedule IV to the Companies Act, 2013 and Clause 49(II)B(4) of the Listing Agreement)
  1. Term of Appointment
    1. Your appointment as independent director of the Company is for a consecutive period up to March 31, 2019.
    2. Subject to clause 1.6 below your term shall end in any event on either at the expiry of the period mentioned in 1.1 above or the date on which you resign from the office of director, whichever is earlier.
    3. Your eligibility for re-election for another term would be as per the applicable provisions of the Companies Act, 2013 and listing agreement.
    4. The performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. Your re appointment will be on the basis of report of performance evaluation.
    5. The provisions for retirement by rotation at each annual general meeting of the Company shall not apply in your appointment.
    6. Notwithstanding anything contained herein, your appointment will cease immediately in case you incur any of the disqualification specified under section 164 of the Companies Act, 2013 or any other provisions contained therein, or by virtue of order of Court /Tribunal of competent jurisdiction in any proceeding unless an appeal is preferred by you against the order of the Court / Tribunal.

  2. Duties, Liabilities and Expectations of Board
    1. You will be expected to perform your duties, whether statutory or fiduciary or otherwise faithfully, efficiently and diligently to a standard commensurate with both the functions of your role as an independent director and knowledge, skills and experience.
    2. You are expected to acquaint yourself with the Company's operations and businesses and update yourself regularly.
    3. You will exercise your powers in your role as an independent director having regard to the relevant obligations under relevant laws including Companies Act, 2013, listing agreement and SEBI Regulations.
    4. You will have particular regard to general duties for the directors laid down under section 166 of the Act.
    5. As an independent director you will abide by the Code for independent directors under Schedule IV pursuant to section 149 of the Companies Act, 2013.
    6. Board Committees
      In the event that you are also asked to serve on one or more of the Board Committees this will be covered in a separate communication setting out the Committee's terms of reference, any specific responsibilities and any additional fees that may be involved.
    7. Liabilities
      1. Though the Board as a whole is collectively responsible for the conduct of business of the Company by directing and supervising its affairs in a responsible and effective manner, in your capacity as independent director you will be held liable in respect of such acts of omission or commission by the Company which had occurred with your knowledge, attributable through Board processes, and with your consent or connivance or where you have not acted diligently.
      2. Any breach of duties specified or expected of you as an independent director may expose you to penal consequences as specified under the Companies Act, 2013 or any other applicable law in force.
    8. Time Commitment
      1. You are expected to devote sufficient time as is necessary for the proper performance of your duties. This would depend on preparation for and attendance at :
        1. Scheduled Board meetings
        2. Annual General Meeting
        3. Meetings of the independent directors
        4. Familiarisation programs
        5. Meetings, if any, as part of the Board evaluation process.
        6. Additional Board, committee or shareholder meetings convened as and when deemed necessary.
      2. By accepting this appointment you undertake that taking into account all other commitments you may have, you are able to, and will, devote sufficient time to your duties as an independent director.
    9. As an independent director you shall endeavour to have at least one meeting in a financial year with other independent directors (without the attendance of non-independent directors and members of management) to review the performance of the non-independent directors and the Board as a whole, including performance of the Chairman of the Board.
    10. You will also from time to time and at the meetings of the independent directors assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for efficient performance of duty in your individual capacity as a director and by the Board collectively.
    11. You will not take any step or action that will bring or likely to bring disrepute to the Company or affect the Company's interest adversely.

  3. Remuneration and Expenses
    1. As an independent director your remuneration will comprise of a sitting fee for Board / Committee Meetings.
    2. The sitting fees at present is Rs. 1,00,000/- for attending the Meetings of the Board and Rs.20,000/- for attending the Meetings of the Committee(s) of the Board of Directors.
    3. The Company will reimburse you for all the expenses incurred by you for participation in the Board and other meetings and expenses incurred in connection with performing the duties as a director.
    4. On termination of the appointment you shall only be entitled to such fees and remuneration as may have accrued up to the date of termination, together with reimbursement of out of pocket expenses properly incurred prior to that date.
    5. You are not entitled for any compensation for loss of office as an independent director, or as consideration for retirement /resignation from such office or in connection thereto.
    6. The remuneration payable will be subject to tax and statutory deductions or levies.
    7. The remuneration payable to independent directors will be reviewed periodically by the Board.

  4. Independence and outside interest
    1. Based on your representation and declaration, the Board of the Company has determined you to be independent as per the provisions of the Companies Act, 2013 and listing agreement with the Stock Exchanges.
    2. At the first meeting of the Board in every financial year, you will have to give a declaration that you meet the criteria for independence as specified in section 149 of the Act. The format for such declaration will be made available to you.
    3. It is accepted and acknowledged that you have business interests other than those of the Company and have no conflict of interest other than that which is disclosed to the Board. In the event that you become aware of any further potential or actual conflicts of interest, these should be disclosed to the Company as soon as they become apparent.

  5. Confidentiality
    1. You acknowledge that all information acquired during your appointment is confidential to the Company and should not be released, communicated, nor disclosed either during our appointment or following termination (by whatever means), to third parties without our prior clearance. This restriction shall cease to apply to any confidential information which may (other than by reason of your breach) become available to the public generally.
    2. You undertake to hold and retain company information (in whatever format you may receive it) under appropriately secure conditions.
    3. Your attention is drawn to the requirements under both law and regulation regarding the disclosure of price sensitive information and in particular to the SEBI (Prohibition of Insider Trading) Regulations, 1992, on insider dealing. You should avoid making any statements that is likely to cause a breach of these requirements. If in doubt please contact the Company Secretary.
    4. During your period of appointment, you are required to comply with the provisions of the Code of Conduct framed under SEBI (Prohibition of Insider Trading) Regulations, 1992. A copy of the code on Insider Trading adopted by the Company will be provided to you separately.

  6. Confidentiality
    The Company has a framed a Code of Conduct for Directors. You will abide with the code of Conduct and affirm compliance annually.
  7. Familiarisation programme
    On an ongoing basis, the Company will make arrangement for programs to familiarize your role, responsibilities in the Company, nature of the industry, business model etc., you should endeavour to make yourself available for any relevant programs organized by the Company.
  8. Directors and Officers Liability Insurance.
    The Company has directors' and officers' liability insurance in place and it is intended to maintain such cover for the full term of your appointment.
  9. Jurisdiction
    Your engagement with the Company is governed by and shall be construed in accordance with the laws of India and your engagement shall be subject to the jurisdiction of the National Company Law Tribunal / Courts in India.
  10. Amendments and modifications

    This letter constitutes the entire terms and conditions of your appointment and no waiver or modification thereof shall be valid unless in writing and signed by the parties hereto.

    If at any time you have any comments or questions relating to your position as an independent director you are welcome to contact the Company Secretary.

    On behalf of the Company and the Board, we look forward to your continued and valued participation in the Board deliberations and successful direction of Company's activities.

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