Corporate Governance

At Bilcare, Corporate Governance is about upholding the highest standards of integrity, transparency and accountability. We maximize shareholder value while safeguarding and promoting the interests of other stakeholders and maintaining a steadfast commitment to ethics and code of conduct. We believe that retaining and enhancing stakeholder trust is essential for sustained corporate growth. We have engrained into our culture and into each associate the values of honesty and fairness. For us, adherence to Corporate Governance stems not only from the letter of law but also from our inherent belief in doing business the right way.

Tenets of our Corporate Governance Philosophy

• Respect, accountability and fairness towards all stakeholders.
• Create value for all stakeholders without compromising on ethical principles.
• Comply with laws in all countries in which the Company operates.
• Clear communication of relevant information and high degree of disclosure levels.

Bilcare is in full compliance with the corporate governance norms and disclosures of clause 49 of the Listing Agreement with the Stock Exchanges. We report our financial results and other relevant disclosures/developments in a clear and timely manner through print and electronic media. The company files its quarterly, half yearly, annual results, quarterly shareholding
patterns on the Electronic Data Information Filing and Retrieval (EDIFAR) website (www.sebiedifar.nic.in) in a manner and within such time as prescribed by the Securities Exchange Board of India (SEBI).

Board of Directors

At the helm of the Bilcare Corporate Governance practice is its Board. The Board provides strategic direction to the company's senior management and oversees the interests of all stakeholders. It reviews corporate policies, overall performance, accounting and reporting standards and other significant areas of management, corporate governance and regulatory compliance. Bilcare's Board consists of eminent individuals with diverse experience and expertise.

It comprises of ten directors; the Chairman and Managing Director, who is a Promoter Director, two Executive Directors and seven Non-Executive Directors, out of which five are Independent Directors. Assisting the Board is an Audit Committee and Shareholder's Grievance Committee.

Committees of the board

Audit Committee

Audit Committee of the Company comprises three independent Non-Executive Directors. Its primary responsibility is to:

• Monitor and review the Company's financial statements and internal controls.
• Supervise financial reporting process.
• Review financial results before placing them to the Board along with related disclosures and filing requirements.
• Review adequacy of internal controls and performance of internal audit function.
• Discuss with management, the Company's major policies with respect to risk assessment and risk management.
• Ensure compliance with accounting standards, listing requirements with respect to
  financial statements.

Shareholder's/Investor's Grievance Committee

The board has set up Shareholder's/Investor's Grievance Committee comprising of one independent director and two executive directors. Its primary responsibility is to:

• Review investor complaints and their redressal.
• Review the queries received from investors.
• Review the work done by the Share Transfer Agent.
• Review corporate actions related work.