BGR ENERGY SYSTEMS LIMITED

BGR ENERGY
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 Six 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 four independent directors, One executive director and one non-executive promoter director, who is the Chairperson 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. Arjun Govind Raghupathy Member Executive Director

    The Composition of the Audit Committee is in conformity with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 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 :

    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 November 14, 2022:

    Mr. Arjun Govind Raghupathy Member Executive 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.

  4. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:
    The Corporate Social Responsibility Committee was constituted as “CSR Committee˜ by the Board of Directors with the following directors on November 14, 2022:

    Mrs. Sasikala Raghupathy Chairperson Non-Independent Director
    Mr.Arjun Govind Raghupathy Member Executive Director

    The terms of reference, powers, scope and other matters in relation to the Corporate Social Responsibility Committee are in accordance with the applicable provisions of the Companies Act, 2013 and Companies (Corporate Social Responsibility) Rules, 2014 as amended from time to time.

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