BGR ENERGY SYSTEMS LIMITED

BGR ENERGY

In accordance with Clause 49 of the Listing Agreement with Stock Exchanges, your Company is committed to follow high standards of corporate governance in all its activities, affairs and processes. The Board of Directors endeavor to create an environment of fairness, equity and transparency. The Company's objective is to secure long term shareholder value, while respecting the rights and expectations of all other stakeholders viz., Customers, Vendors, Banks, Employees, Central and State Governments and the society at large. The Company is in compliance with requirements of the guidelines on corporate governance stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges.
In line with corporate governance philosophy, all statutory and other significant material information are placed before the Board of Directors ("the Board") to enable it to discharge its responsibility of superintendence, control and direction of management of strategic and day to day affairs of the Company. The Board comprises of Ten Directors drawn from diverse fields of expertise viz., Business Management, Banking, Finance, Public Administration, Power, Technology, Arts, Culture and International Business. The Board at present consists of six independent directors, two professional whole-time directors and one non-independent whole-time director and one non-executive promoter director, who is the Chairman of the Board.
The Company has defined guidelines and established framework for the meetings of the Board and Committees. The Board critically evaluates business strategies, policies and its effectiveness. The Board reviews all strategic and operating plans, financial reporting, budgets and capital expenditure.
  1. AUDIT COMMITTEE

    The Audit Committee of the Board comprises of four directors of which three members are independent directors and all the members of Audit Committee are financially literate.

    The members of the Audit Committee are:

    Mr.S. R. Tagat Chairman Independent Director
    Mr.M. Gopalakrishna Member Independent Director
    Mr.S. A. Bohra Member Independent Director
    Mrs.Swarnamugi Karthik Member Non-Independent Director

    The Composition of the Audit Committee is in conformity with Clause 49 of the Listing Agreement and Section 177 of the Companies Act, 2013. The Joint Managing Directors, Chief Financial Officer, Statutory Auditor of the Company are permanent invitees to the Audit Committee Meetings. The internal auditors are also invited as are relevant for consideration of respective audit reports. The Committee enables the Board to discharge its responsibility for overseeing accounting, financial, auditing and reporting process and for ensuring legal and regulatory compliance.

  2. NOMINATION AND REMUNERATION COMMITTEE

    The Compensation Committee of the Board was reconstituted as "Nomination and Remuneration Committee" by the Board with the following directors of the Company on July 28, 2016 :

    Mr.S.A.Bohra Chairman Independent Director
    Mr. S.R.Tagat Member Independent Director
    Mr.Gnana Rajasekaran Member Independent Director
    Mrs.Sasikala Raghupathy Member Non-Independent Director

    The terms of reference, powers, scope and other matters in relation to the Nomination and Remuneration Committee are in accordance with the applicable provisions of the Companies Act, 2013 read with Companies (Meetings of Board & its Powers) Rules, 2014 as amended from time to time and the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, as amended from time to time.

  3. STAKEHOLDERS RELATIONSHIP COMMITTEE

    The Shareholders and Investors Grievance Committee was reconstituted as "Stakeholders Relationship Committee" by the Board of directors with the following directors on May 30, 2014:

    Mr. M.Gopalakrishna Chairman Independent Director
    Mr. S.A.Bohra Member Independent Director
    Mrs.Swarnamugi Karthik Member Non-Independent Director

    The terms of reference, powers, scope and other matters in relation to the Stakeholders Relationship Committee are in accordance with the applicable provisions of the Companies Act, 2013 read with Companies (Meetings of Board & its Powers) Rules, 2014 as amended from time to time and also with the Clause 49 of the listing agreement / applicable SEBI Regulations, as amended from time to time.

  4. SHARE TRANSFER COMMITTEE

    The Share Transfer Committee of the Board was re-constituted on November 13, 2013 and the committee consists of Mrs.Sasikala Raghupathy, Chairman, Mr. S.R. Tagat, Director, Mr. V. R. Mahadevan, Joint Managing Director and Mrs.Swarnamugi Karthik, Director - Corporate Strategy as members of the Committee to attend to the requirements of shareholders of the Company.

    Name of the Compliance Officer and Address for Correspondence

    Mr. R. Ramesh Kumar,
    President - Corporate & Secretary
    BGR Energy Systems Limited
    443, Anna Salai, Teynampet, Chennai 600 018
    Tel : 044 - 24326171
    Fax : 044 - 24360576
    E-mail: investors@bgrenergy.com

    The Company formulated policies, relating to Corporate Governance and Code of Conduct and implemented them. These policies and code of conduct are available under the link "Policies".

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