Balrampur Chini Mills : Corporate Governance Report for FY 2023- 2024

Annexure V to the Board's Report

CORPORATE GOVERNANCE REPORT

Company's Philosophy on Code of Governance

Corporate Governance refers to, but not limited to, a set of laws, regulations and good practices & systems that enables an organisation to perform efficiently and ethically to generate long-term wealth and create value for all its stakeholders. Sound governance practices and responsible corporate behaviour contribute to superior long-term performance of organisations. Corporate Governance requires everyone to raise their level of competency and capability to meet the expectations in managing the enterprise and its resources optimally with prudent ethical standards.

The Company recognises that good corporate governance is a continuous exercise. Adherence to transparency, accountability, fairness and ethical standards are an integral part of the Company's function. The Company's structure, business dealings, administration and disclosure practices are aligned to good corporate governance philosophy. The Company has an adequate system of control in place to ensure that the executive decisions taken should result in optimum growth and development which benefits all the stakeholders. The Company also aims to increase and sustain its corporate values through growth and innovation.

Board of Directors

The Company recognizes the importance of a diverse board in its success. The Board is entrusted with the ultimate responsibility of the management, direction and performance of the Company and has been vested with the requisite powers, authorities and duties. Regulation 17(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) (the "Listing Regulations") mandates a Company which does not have a regular non-executive chairperson to have at least half of the Board of Directors to be comprised of Independent Directors. As on 31st March, 2024 the Board comprised of 9 (nine) directors, of which 5(five) were Independent Directors. The composition of the Board is in conformity with the requirements of Regulation 17(1) of the Listing Regulations.

The composition of the Board of Directors, the number of other committees of which a director is a Member/Chairperson and the attendance of each director at the Board Meetings and the last Annual General Meeting (AGM) of the Company were as follows:

Name of the Directors and Category	No. of membership	No. of chairmanship	No. of Board	Attendance at last
	on Board committees	on Board committees	meetings attended	AGM held on 19th
	including the	including the	during the year	August, 2023
	Company^	Company^	2023-24
Mr. Vivek Saraogi	1	-	8	Yes
(Chairman and Managing Director) (PE)
Ms. Avantika Saraogi (PE)	-	-	2##	NA
Mr. D. K. Mittal (ID) #	8	5	8	Yes
Dr. Indu Bhushan (ID)	4	1	6**	Yes
Mr. Krishnava Dutt (ID)#	3	2	7	Yes
Mr. Praveen Gupta	-	-	8	Yes
(Whole-time Director) (NPE)
Mr. Naresh Dayal (NED)*	1	-	8	Yes
Ms. Veena Hingarh (ID)	2	1	8	Yes
Ms. Mamta Binani (ID)	4	-	8	Yes

ID- Independent, Non-Executive; PE- Promoter, Executive; NPE- Non-Promoter, Executive; NED- Non-Independent,Non-Executive The Committee positions are based on the latest disclosures received by the Company.

^Only membership/chairmanship of the Audit Committee and Stakeholders' Relationship Committee of Indian public limited companies have been considered.

• Ceased to be Independent Directors of the Company upon completion of two consecutive terms of 5 years each w.e.f closure of business hours on 31st March, 2024.

• Mr. Naresh Dayal (who would be turning 75 years of age this year) resigned from the position of Non-ExecutiveNon-Independent Director of the Company, with effect from the closure of business hours on 31st March, 2024.

• Attended 2 out of 3 Board Meetings held after her appointment. ** Attended all the Board Meetings held after his appointment.

Notes:

1. Dr. Indu Bhushan has been appointed as an Independent Director w.e.f 17th July, 2023. Further, he was also designated as Lead Independent Director w.e.f 1st April, 2024.
2. Ms. Avantika Saraogi, has been appointed as Whole-time Director designated as Executive Director w.e.f 1st January, 2024
3. Mr. Chandra Kishore Mishra has been appointed as an Additional Director, under the category of Independent Director w.e.f. 17th May, 2024.

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The Independent Directors of the Company have confirmed that they meet the criteria for "independence" and / or "eligibility" as prescribed under the Listing Regulations and Section 149 of the Companies Act, 2013 (as amended) (the "Act") and in the opinion of the Board, the Independent Directors of the Company fulfill the conditions specified under the Listing Regulations and are independent of the management. None of the directors of the Company are related to each other except Mr. Vivek Saraogi and Ms. Avantika Saraogi. The Company is in compliance with the provisions regarding Board, its composition and committees under the Act and Listing Regulations.

The Board of Directors of the Company at its meeting held on 15th July, 2023 appointed Dr. Indu Bhushan as an Additional Director (in the category of Non-Executive Independent Director) of the Company for a term of 5 consecutive years with effect

from 17th July, 2023 till 16th July, 2028. The said appointment was approved by the Shareholders of the Company at its Annual General Meeting held on 19th August, 2023.

Further, the Board of Directors of the Company at its meeting held on 5th October, 2023 appointed Ms. Avantika Saraogi as Whole- time Director designated as Executive Director of the Company for a term of 3 consecutive years with effect from 1st January, 2024 to 31st December, 2026. The said appointment was subject to approved of the Shareholders of the Company which was obtained by way of postal ballot held on 27th December 2023.

As required under Para C of Schedule V to the Listing Regulations, based on the latest disclosures received by the Company, following are the number of directorships and the names of the listed entities where the directors of the Company are also a director and the category of their directorships therein:

Name of the Directors	No. of Directorships@	Directorships and its category in listed entities
Mr. Vivek Saraogi	1	Balrampur Chini Mills Limited (PE)
Ms. Avantika Saraogi	1	Balrampur Chini Mills Limited (PE)
Mr. D. K. Mittal#	8	Balrampur Chini Mills Limited (ID)
		Trident Limited (ID)
		Max Ventures and Industries Limited (ID)
		Max Financial Services Limited (ID)
Dr. Indu Bhushan	6	Balrampur Chini Mills Limited (ID)
		United Spirits Limited (ID)
		Colgate-Palmolive (India) Limited (ID)
		Godrej Properties Limited (ID)
Mr. Krishnava Dutt#	3	Balrampur Chini Mills Limited (ID)
		TRF Limited (ID)
Mr. Praveen Gupta	1	Balrampur Chini Mills Limited (NPE)
Mr. Naresh Dayal*	1	Balrampur Chini Mills Limited (NED)
Ms. Veena Hingarh	2	Balrampur Chini Mills Limited (ID)
Ms. Mamta Binani	9	Balrampur Chini Mills Limited (ID)
		Emami Limited (ID)
		GPT Infraprojects Limited (ID)
		Skipper Limited (ID)
		Emami Paper Mills Limited (ID)
		Ddev Plastiks Industries Limited (ID)

ID- Independent, Non-Executive; PE- Promoter, Executive; NPE- Non-Promoter, Executive; NED- Non-Independent,Non-Executive.

@Excludes memberships of the managing committee of various chambers/bodies, directorships in private limited companies, foreign companies, companies registered under section 8 of the Act and alternate directorships.

# Ceased to be Independent Directors of the Company upon completion of two consecutive terms of 5 years each w.e.f closure of business hours on 31st March, 2024.

• Mr. Naresh Dayal (who would be turning 75 years of age this year) resigned from the position of Non-ExecutiveNon-Independent Director of the Company, with effect from the closure of business hours on 31st March, 2024.

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None of the directors on the Board of the Company is a member of more than 10 committees or Chairperson of more than 5 committees, reckoned in terms of Regulation 26 of the Listing Regulations. The Independent Directors of the Company do not serve in more than the prescribed number of companies as independent directors in terms of the requirements of the Listing Regulations.

The Board has devised proper system to ensure compliance with the provisions of all applicable laws and periodically reviewed the

compliance reports of all laws applicable to the Company and necessary steps were taken to ensure the compliance in letter and spirit.

The Board of Directors of the Company met 8 (Eight) times during the Financial Year 2023-24. At least one meeting of the Board was held in every quarter and the time gap between any two consecutive Board meetings did not exceed 120 days during the Financial Year 2023-24. The details are as follows:

Sl.	Date of	Board Strength	No. of	No. of Independent Directors
No.	Board Meetings	(No. of Directors)	Directors Present	Present
1.	11-05-2023	7	7	4
2.	15-07-2023	7	7	4
3.	05-08-2023	8	8	5
4.	05-10-2023	8	7	4
5.	07-11-2023	8	8	5
6.	08-02-2024	9	9	5
7.	18-02-2024	9	9	5
8.	29-03-2024	9	8	5

The Directors were provided access to the complete agenda for meetings along with all relevant annexures and other important information on their respective I-Pads/ Tablets/ Laptops through a software platform that allows secured log in and access to data on the device in online and offline modes as well as functionality to make private notes and comments ahead of the meetings and many other advanced features.

Core Skills / Expertise / Competencies available with the Board of Directors of the Company

In pursuance of Para C (2), Schedule V to the Listing Regulations, the Board of Directors of the Company has identified the following core skills/expertise/competencies that are desirable for the Company to function effectively in the context of the business of the Company:

Technical skills/experience	Industry knowledge/experience
Accounting and Finance	Industry Experience
Information Technology	Industry Knowledge
Statutory Compliance	Understanding of relevant laws, rules, regulation and policy
Risk Management	Economics
Business Planning and Strategy	Behavioural Competencies
Human Resource Management	Interpersonal Relations
Engineering and Technology	Leadership
Corporate Affairs
Agri Research & Development

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The Board of the Company comprises of qualified members who possess required skills, expertise and competencies (as given below) that allow them to make effective contributions to the Board and its Committees.

Name of the Director	Area of skills/expertise/competencies
Mr. Vivek Saraogi	Industry Experience; Industry Knowledge; Understanding of relevant laws, rules, regulation and policy;
	Economics; Accounting and Finance; Statutory Compliance; Risk Management; Business Planning and
	Strategy; Human Resource Management; Engineering and Technology; Corporate Affairs; Agri research &
	development; Interpersonal relations; Leadership
Ms. Avantika Saraogi	Industry Experience; Industry Knowledge; Information Technology; Risk Management; Business Planning
	and Strategy; Human Resource Management; Engineering and Technology; Agri research & development;
	Interpersonal relations; Leadership
Mr. Praveen Gupta	Industry Experience; Industry Knowledge; Understanding of relevant laws, rules, regulation and policy;
	Business Planning and Strategy; Engineering and Technology; Interpersonal relations; Leadership
Mr. D. K. Mittal	Industry Knowledge; Understanding of relevant laws, rules, regulation and policy; Economics; Information
	Technology; Statutory Compliance; Risk Management; Business Planning and Strategy; Human Resource
	Management; Corporate Affairs; Agri research & development; Interpersonal relations; Leadership
Dr. Indu Bhushan	Industry Knowledge; Understanding of relevant laws, rules, regulation and policy; Economics; Accounting
	and Finance; Information Technology; Risk Management; Business Planning and Strategy; Human Resource
	Management; Engineering and Technology; Corporate Affairs; Agri research & development; Interpersonal
	relations; Leadership
Mr. Krishnava Dutt	Understanding of relevant laws, rules, regulation and policy; Corporate Affairs; Interpersonal relations;
	Leadership
Mr. Naresh Dayal	Industry Knowledge; Understanding of relevant laws, rules, regulation and policy; Economics; Statutory
	Compliance; Business Planning and Strategy; Human Resource Management; Corporate Affairs; Agri research
	& development; Interpersonal relations; Leadership
Ms. Mamta Binani	Understanding of relevant laws, rules, regulation and policy; Economics; Accounting and Finance; Statutory
	Compliance; Risk Management; Business Planning and Strategy; Corporate Affairs; Interpersonal relations;
	Leadership
Ms. Veena Hingarh	Industry Experience; Understanding of relevant laws, rules, regulation and policy; Accounting and Finance;
	Information Technology; Statutory Compliance; Risk Management; Human Resource Management; Corporate
	Affairs; Interpersonal relations; Leadership

Board Training and Familiarisation Programme

In terms of Regulation 25 of the Listing Regulations, the Company is required to conduct various programmes for the Independent Directors of the Company to familiarise them with their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc.

The details of such programmes for familiarisation of the Independent Directors are put on the website of the Company at the following web-link:https://chini.com/wp-content/ uploads/2024/04/BCML_Familiarisation_Programme_2324.pdf

Independent Directors' Separate Meeting

Schedule IV to the Act and the Listing Regulations mandates the Independent Directors of the Company to hold at least one meeting in every financial year, without the attendance of non- independent directors and members of the management. During the year ended 31st March, 2024, the Independent Directors met on 8th May, 2023, inter alia, to review performance of Non-Independent Directors & the Board as a whole, to review performance of the Chairman of the Company and to assess the quality, quantity and timeliness of flow of information between the management of the Company and the Board.

154 | Balrampur Chini Mills Limited

Lead Independent Director

Although not mandatory, the Board had appointed Mr. D. K. Mittal, Independent Director and Chairperson of Audit Committee, Nomination and Remuneration Committee and Risk Management Committee as the Lead Independent Director. The tenure of Mr. D. K. Mittal has been completed with effect from the closure of the business hours on March 31, 2024. Consequently, the Board at its meeting held on 29th March, 2024 has appointed Dr. Indu Bhushan, Independent Director as the Lead Independent Director w.e.f. 1st April, 2024. The Lead Independent Director provides leadership to the Independent Directors and liasions between the Independent Directors and the Management / Board / Shareholders.

Code of Conduct

Regulation 17(5) of the Listing Regulations requires every listed company to have a Code of Conduct for its directors and senior management. Further, Schedule IV of the Act requires the appointment of Independent Director to be formalized through a letter of appointment, which shall set out the Code for Business Ethics that the Company expects its directors and employees to follow. The said Schedule also requires the Independent Directors to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct or Ethics Policy.

In terms of the above, there exists a comprehensive Code of Conduct for all Directors, Senior Management Personnel and all other employees of the Company and the same is available on the website of the Company at the following web-link: https://chini.com/sustainability/governance/policies/

All Directors and Senior Management Personnel have affirmed compliance with the Code for the Financial Year 2023-24. A declaration to this effect signed by the Chairman and Managing Director is annexed to this Report.

Board Committees

The Board has constituted various committees consisting of Executive and Non-Executive Directors of the Company to meet various mandatory requirements of the Act and the Listing Regulations as well as to perform other critical functions. Currently, the Board has 7 (seven) committees, viz., Audit Committee, Corporate Social Responsibility Committee, Nomination and Remuneration Committee, Stakeholders' Relationship Committee, Risk Management Committee, Environmental, Social

• Governance (ESG) Committee and Executive Committee. The compositions of the said committees have also been disclosed

on the website of the Company. The Company Secretary acts as the Secretary to all the Committees of the Board.

Audit Committee

The Board of Directors of the Company has constituted a qualified and independent Audit Committee that acts as a link between the management, the Statutory Auditors, Internal Auditors and the Board.

Terms of Reference

The terms of reference of the Audit Committee are in conformity with the requirements of Regulation 18 of the Listing Regulations and Section 177 of the Act. Terms of reference of the Audit Committee, inter alia, includes:

1. Overseeing the financial reporting process, review of financial statements;
2. Ensuring compliance with the regulatory guidelines;
3. Review of internal audit reports;
4. Review of internal financial control audit reports;
5. Recommending appointment and remuneration of auditors to the Board of Directors and to review adequacy of internal control systems and internal audit function; and
6. Other matters specified for Audit Committee under the Listing Regulations and the Act.

The Audit Committee also reviews information as per the requirements of Part C of Schedule II to the Listing Regulations.

Composition, Meetings and Attendance

The composition of the Audit Committee is in accordance with the provisions of the Act and Regulation 18 of the Listing Regulations.

As on March 31, 2024 the Audit Committee comprised of 4 (four) directors consisting of 3 (three) Independent Directors and 1 (one) Non-Executive Director. All the members of the Audit Committee are financially literate and half of them have accounting or related financial management expertise. Mr. D.K. Mittal acted as the Chairperson of the Committee during the financial year 2023-

24. The Chairperson of the Committee is an Independent (Non- Executive) Director, nominated by the Board. The Committee meetings were attended by the Statutory Auditors, the Chairman and Managing Director and the Chief Financial Officer of the Company as invitees. The Internal Auditors presented quarterly Internal Audit Reports to the Audit Committee and provided valuable guidance from their expertise in best practices in Internal Audit. The minutes of the Audit Committee meetings

Integrated Annual Report 2023-24 | 155

were circulated to the Board, discussed and taken note of. All recommendations made by the Audit Committee during the year were accepted by the Board.

At least one meeting of the Audit Committee was held in every quarter and the time gap between any two consecutive meetings of the Audit Committee did not exceed 120 days during the year 2023-24. During the year ended 31st March, 2024, 6 (Six) Audit Committee meetings were held on 11th May, 2023, 15th July, 2023, 5th August, 2023, 5th October, 2023, 7th November, 2023 and 8th February, 2024.

Further, the Board at its meeting held on 29th March, 2024 reconstituted the Committee w.e.f 1st April, 2024 due to cessation of Mr. D.K. Mittal and Mr. Krishnava Dutt upon completion of two consecutive terms of 5 years each w.e.f closure of business hours on March 31, 2024 and resignation of Mr. Naresh Dayal (who would be turning 75 years of age this year) from the position of Non-ExecutiveNon-Independent Director of the Company, with effect from the closure of business hours on 31st March, 2024.

The details of composition, meetings and attendance of the members of the Audit Committee during the FY 2023-24 are as follows:

Sl. No.	Name of the Directors	Category	Position	No. of meetings attended
1.	Mr. D. K. Mittal#	Independent Director	Chairperson	6
2.	Mr. Krishnava Dutt#	Independent Director	Member	5
3.	Mr. Naresh Dayal#	Non-Executive Non - Independent Director	Member	6
4.	Ms. Mamta Binani	Independent Director	Member	6

# Ceased to be the members of the Committee w.e.f closure of business hours on 31st March, 2024.

Notes:

1. Dr. Indu Bhushan, Lead Independent Director has been appointed as the Chairperson of the Committee and Ms. Veena Hingarh, Independent Director has been appointed as a member of the committee w.e.f 1st April, 2024.

2. Further, Mr. Chandra Kishore Mishra, Independent Director has been appointed as a member of the committee w.e.f 17th May, 2024.

Mr. D. K. Mittal, the Chairperson of the Audit Committee was present at the last Annual General Meeting of the Company to answer the queries related to accounts to the satisfaction of the shareholders.

Nomination and Remuneration Committee

Terms of Reference

The terms of reference of the Nomination and Remuneration Committee cover all the areas mentioned under Regulation 19 of the Listing Regulations and Section 178 of the Act. The broad terms of reference of the Committee includes:

1. To formulate the criteria for determining qualifications, positive attributes and independence of a Director;
2. To recommend to the Board a policy relating to the remuneration for the directors, key managerial personnel, and other employees of the Company;
3. To identify persons who are qualified to become directors and who may be appointed in senior management;
4. To recommend the remuneration payable to Senior Management;
5. To extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation.

156 | Balrampur Chini Mills Limited

1. To formulate criteria for evaluation of performance of the Independent Directors, the Board & its Committees thereof.

Composition, Meetings and Attendance

As on 31st March, 2024, the Nomination and Remuneration Committee comprised of 3 (three) Non-Executive Directors, two of whom are Independent Directors.

During the year ended 31st March, 2024, 7 (seven) Nomination and Remuneration Committee meetings were held on 8th May, 2023, 15th May, 2023, 15th July, 2023, 5th October, 2023, 7th November, 2023, 8th February, 2024 and 29th March, 2024.

Further, the Board at its meeting held on 29th March, 2024 reconstituted the Committee w.e.f 1st April, 2024 due to cessation of Mr. D.K. Mittal upon completion of two consecutive terms of 5 years each w.e.f closure of business hours on March 31, 2024 and resignation of Mr. Naresh Dayal (who would be turning 75 years of age this year) from the position of Non-Executive Non- Independent Director of the Company, with effect from the closure of business hours on 31st March, 2024.

The details of the composition, meetings and attendance of the members of the Nomination and Remuneration Committee during the FY 2023-24 are as follows:

Sl. No.	Name of the Directors	Category	Position	No. of meetings attended
1.	Mr. D. K. Mittal#	Independent Director	Chairperson	7
2.	Mr. Naresh Dayal #	Non-ExecutiveNon-Independent Director	Member	7
3.	Ms. Veena Hingarh*	Independent Director	Member	7

• Ceased to be the members of the Committee w.e.f closure of business hours on 31st March, 2024. *Appointed as the Chairperson of the Committee, w.e.f 1st April, 2024.

Note:

1. Dr. Indu Bhushan, Lead Independent Director and Ms. Mamta Binani, Independent Director have been appointed as the members of the committee w.e.f 1st April, 2024.

Mr. D. K. Mittal, the Chairperson of the Nomination and		website at the following web-link: https://chini.com/wp-
Remuneration Committee was present at the last Annual		content/uploads/2023/02/Policy-on-Selection-Remuneration-of-
General Meeting of the Company to answer the queries of the		Directors-KMP-and-Other-Employees-T....pdf
shareholders.		The Non-Executive Directors do not have any pecuniary
Remuneration Policy		relationship/transaction with the Company in their personal
The Policy on Selection & Remuneration of Directors, Key		capacity other than Commission (not exceeding the limits
Managerial Personnel and other employees and on Board		prescribed under the Companies Act, 2013) and Sitting Fees and
Diversity as recommended by the Nomination and Remuneration		reimbursement of expenses for attending meetings of the Board
Committee and approved by the Board of Directors is annexed		and Committees thereof. During the year, the sitting fees payable
to the Board's Report and is also available on the Company's		to the Directors was as hereunder:
Meeting			Sitting Fees (in H)
Board Meeting				60,000
Audit Committee Meeting				50,000
Nomination and Remuneration Committee Meeting				30,000
Risk Management Committee Meeting				30,000
Environmental, Social and Governance (ESG) Committee Meeting				30,000
Corporate Social Responsibility (CSR) Committee Meeting				30,000
Independent Directors Separate Meeting				30,000
Stakeholders' Relationship Committee Meeting				25,000
Executive Committee Meeting				25,000
The aggregate annual commission payable to the Non-Executive Directors is upto one percent of the net profit	of the Company or H125
Lakhs (effective from 1st April, 2019), plus applicable taxes, whichever is lower, in such proportion and manner	as fixed by the Board of

Directors. The Annual performance linked Incentive payable to the Chairman and Managing Director is at the range of 0.75% to 1.25% of the Net Profit of the Company for each Financial Year as may be decided by the Nomination and Remuneration Committee and the Board, which shall not exceed 150% of the basic pay for the financial year.

Integrated Annual Report 2023-24 | 157

158 | Balrampur Chini Mills Limited

Details of remuneration paid / payable to the Directors for the year ended 31st March, 2024 and their shareholding as on that date are as under:

Name of the	Salary	Perquisites	Bonus	Annual	Commission	Sitting Fees	Total	Service Contract/ Notice period/	Shareholding
Directors	(H in Lakhs)	/ Benefits	(H in	performance	(H in Lakhs)	(H in Lakhs)	(H in Lakhs)	Severance Fees	(Equity)
		(H in Lakhs)	Lakhs)	linked Incentive					(No.)
				(H in Lakhs)
Mr. Vivek	396.00	49.10	-	438.00	-	-	883.10	Re-appointed upto 31.03.2027. No	6,21,09,536
Saraogi								notice period and no severance fees.
Ms. Avantika	12.41	0.79	-	-	-	-	13.20	Appointed for a period of 3 years with	31,87,007
Saraogi								effect from 1st January, 2024. Liable to
								retire by rotation.
Mr. Praveen	75.10	5.26	-	15.81	-	-	96.17	Appointed for a period of 3 years with	Nil
Gupta								effect from 1st July, 2022. Liable to retire
								by rotation.
Ms. Veena	-	-	-	-	16.93	9.50	26.43	Appointed as an Independent Director	Nil
Hingarh								from 31.08.2019 to 30.08.2024
Ms. Mamta	-	-	-	-	16.93	13.10	30.03	Appointed as an Independent Director	Nil
Binani								from 05.11.2020 to 04.11.2025
Dr. Indu	-	-	-	-	11.35	3.60	14.95	Appointed as an Independent Director	Nil
Bhushan								from 17.07.2023 to 16.07.2028
Mr. D. K.	-	-	-	-	32.53	11.10	43.63	Ceased to be Independent Director from	3,400
Mittal#								closure of business hours, dated 31st
								March, 2024
Mr. Krishnava	-	-	-	-	20.53	8.10	28.63	Ceased to be Independent Director from	Nil
Dutt#								closure of business hours, dated 31st
								March, 2024
Mr. Naresh	-	-	-	-	21.73	11.40	33.13	Ceased to be Non-Executive Non-	Nil
Dayal*								Independent Director from closure of
								business hours, dated 31st March, 2024

# Ceased to be Independent Directors from closure of business hours, dated 31st March,2024.

* Mr. Naresh Dayal (who would be turning 75 years of age this year) resigned from the position of Non-ExecutiveNon-Independent Director of the Company, with effect from the closure of business hours on 31st March, 2024.

Note -

1. The Company's contributions to provident fund have been shown under head "Perquisites/ Benefits (H)" in the above Table.
2. Sitting Fees and Commission are net of GST.
3. None of the Directors hold any convertible instruments of the Company. Mr. Praveen Gupta was granted 117284 ESARs pursuant to ESAR 2023. The above remuneration does not include impact arising on its accounting of ESAR which are determined for the Company as a whole.
4. The above remuneration does not include provisions for gratuity and compensated absences (leave encashment), which are determined for the Company as a whole.
5. Other terms and conditions of appointment of the Independent Directors have been disclosed on the website of the Company at the following web-link: https://chini.com/sustainability/governance/policies/
6. The performance linked incentive is based upon the actual performance parameters of individual directors as decided by the NRC from time to time.

Succession Planning

The Board on the recommendation of the Nomination and Remuneration Committee has formulated a Policy on Succession Plan for the Board and Senior Management and the same is discussed periodically in Nomination and Remuneration Committee meeting.

Performance Evaluation and Criteria

Pursuant to the Section 178 of the Act and the Listing Regulations, the Nomination and Remuneration Committee has specified the manner and the criteria for performance evaluation of the Board, its Committees and Individual Directors (including Independent Director). The indicative criteria on which evaluation was carried out was broadly based on the Guidance Note on Board Evaluation issued by SEBI and includes, Degree of fulfilment of key responsibilities, Board structure and composition, Effectiveness of Board processes, information and functioning, Attendance (captured from records of meetings), Contribution, Guidance/ support to management / Committee meetings, Quality of relationship of the committee with the Board and the management, Sustainability, Board culture and dynamics etc.

The Nomination and Remuneration Committee also reviewed the implementation of the criteria specified for performance evaluation and formulated its feedback for supporting the Board in carrying out such evaluation of the performance.

The performance evaluation of the Board, its Chairman and the Non-Independent Directors were carried out by the Independent Directors in a separate meeting of Independent Directors wherein it was appreciated that the suggestions given by the Independent Directors in Board and Committee meetings were sincerely undertaken and well reported in Action Taken Report of subsequent meetings. Suggestion was also given that apart from the board meetings, Independent Directors can be frequently briefed through various communication channels.

Further, at the Board meeting that followed the meeting of the Independent Directors and meeting of Nomination and Remuneration Committee, the performance evaluation of the Board, its Committees, and individual Directors was discussed. The performance evaluation of the Independent Directors was also carried out by the entire Board (excluding the director being evaluated). The overall performance evaluation exercise was completed to the satisfaction of the Board.

Risk Management Framework & Policy

In compliance with Regulation 21 of the Listing Regulations, the Board of Directors of the Company has a Risk Management Committee (RMC) to review, in particular, the Risk Management

Policy of the Company, the effectiveness and adequacy of the Risk Management Systems of the Company, including cyber security, etc. Further, the Risk Management Policy has been amended during the year, wherein the risk register and risk heat map has been majorly amended and two new risks, namely Asset health Risk and Human Resource Risk have been added.

Terms of Reference

The terms of reference of Risk Management Committee are in conformity with the requirements of Regulation 21 of the Listing Regulations. Pursuant to the changes in Regulation 21 and Schedule II to the Listing Regulations, Board of Directors of the Company at its meeting held on 1st June, 2021 has revised the terms of reference of RMC which, inter alia, includes:

1. Formulation of a detailed risk management policy which shall include:

1. Framework for identification of internal and external

risks specifically faced by the listed entity, in particular including financial, operational, sectoral, sustainability (particularly, ESG related risks), information, cyber security risks or any other risk as may be determined by the Committee;

1. 1. Measures for risk mitigation including systems and processes for internal control of identified risks;
   2. Business continuity plan
2. Ensuring that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company;
3. Periodic review of Risk Management Policy;
4. Keeping the board of directors informed about the nature and content of its discussions, recommendations and actions to be taken.

Composition, Meetings and Attendance

As on 31st March, 2024, RMC comprised of 4 (four) directors, all of whom are Non-Executive Independent Directors except Mr. Naresh Dayal, who is a Non-ExecutiveNon-Independent Director. During the year ended 31st March, 2024, 2 (two) RMC meetings were held on 8th May, 2023 and 4th November, 2023.

Further, the Board at its meeting held on 29th March, 2024 reconstituted the Committee w.e.f 1st April, 2024 due to cessation of Mr. D.K. Mittal and Mr. Krishnava Dutt upon completion of two consecutive terms of 5 years each w.e.f closure of business hours on March 31, 2024 and resignation of Mr. Naresh Dayal (who would be turning 75 years of age this year) from the position of

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Non-ExecutiveNon-Independent Director of the Company, with effect from the closure of business hours on 31st March, 2024.

The composition and attendance of the members of the RMC are as follows:

Sl. No.	Name of the Directors	Category	Position	No. of meetings attended
1.	Mr. D. K. Mittal#	Independent Director	Chairman	2
2.	Mr. Krishnava Dutt#	Independent Director	Member	2
3.	Mr. Naresh Dayal#	Non-ExecutiveNon-Independent Director	Member	2
4.	Ms. Veena Hingarh	Independent Director	Member	2

# Ceased to be the members of the Committee w.e.f closure of business hours on 31st March, 2024.

Notes:

1. Dr. Indu Bhushan, Lead Independent Director has been appointed as the Member and Chairperson of the Committee w.e.f 1st April, 2024.
2. Further, Mr. Vivek Saraogi, Chairman and Managing Director, Ms. Avantika Saraogi, Executive Director, Mr. Praveen Gupta, Whole-time Director and Ms. Mamta Binani, Independent Director have also been appointed as the Members of the Committee w.e.f 1st April, 2024.

Executive Committee

The Executive Committee, constituted by the Board of Directors of the Company met 21 (Twenty One) times at meetings which were held on 6th April 2023, 17th April 2023, 15th May 2023, 7th June 2023, 28th June 2023, 12th July 2023, 29th August 2023, 20th September 2023, 7th October 2023, 17th October 2023, 4th November 2023, 5th December 2023, 19th December 2023, 3rd January 2024, 10th January 2024, 25th January 2024, 2nd February 2024, 22nd February 2024, 5th March 2024, 15th March 2024, 30th March 2024 during the Financial Year 2023-24.

The terms of reference of the said Committee, inter alia, includes the following:

1. To approve and / or authorise opening of bank accounts, cash credit, current, dividend payment or otherwise and to give instructions relating to such banking accounts.
2. To approve and / or authorise opening of Demat Accounts, Trading Accounts and to give instructions relating to such accounts.

1. To borrow money/monies, from time to time, for the purpose of the Company, from banks / Financial Institutions.
2. To authorise affixation of the Company's Common Seal.
3. To confer signing powers and authorities on such officers and employees of the Company as deemed fit for various operational and statutory matters.
4. To perform such other function as may be delegated by the Board of Directors from time to time.
5. To deal with the various aspects of interest of shareholders of the Company.

During the financial year, there was no change in the composition of Executive Committee. The Committee does not has a fixed Chairperson. However, it is chaired by the Independent Director, as she is mostly present at the meeting.

The details of the composition and attendance of the members of the Executive Committee are as follows:

Sl. No.	Name of the Directors	Category	Position	No. of meetings attended
1.	Ms. Mamta Binani	Independent Director	Member	20
2.	Mr. Vivek Saraogi	Promoter, Executive	Member	20
3.	Mr. Praveen Gupta	Non-Promoter, Executive	Member	11

Corporate Social Responsibility (CSR) Committee

The Corporate Social Responsibility (CSR) Committee formulates, monitors and recommends to the Board, the CSR policy indicating the activities to be undertaken by the Company within the ambit of Schedule VII of the Act. The Committee has the overall responsibility for identifying the areas of CSR activities, ascertaining and recommending the amount of expenditure to be incurred on the identified CSR activities and overseeing implementation of the CSR programs of the Company. The Committee also recommends to the Board an annual action plan for implementation of its CSR programs and monitors the same periodically. During the year ended 31st March, 2024, 3 (three) CSR Committee meetings were held on 8th May, 2023, 8th

160 | Balrampur Chini Mills Limited

February, 2024 and 29th March, 2024.

Further, the Board at its meeting held on 29th March, 2024 reconstituted the Committee w.e.f 1st April, 2024 due to resignation of Mr. Naresh Dayal (who would be turning 75 years of age this year) from the position of Non-Executive Non- Independent Director of the Company, with effect from the closure of business hours on 31st March, 2024.

The terms of reference of CSR Committee are in conformity with the requirements of the Act which, inter alia, includes:

1. To formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities