Governance
Board of Directors
Mr. Kumar Mangalam Birla
Chairman
Smt. Rajashree Birla
Non-Executive Director
Mr. Yazdi P. Dandiwala
Independent Director
Mr. Rajan A. Dalal
Independent Director
Mr. Sohanlal K. Jain
Executive Director
Ms. Preeti Vyas
Independent Director
Mr. R. K. Dalmia
Managing Director
Key Managerial Personnel
Mr. R. K. Dalmia
Managing Director
Mr. Snehal Shah
Chief Financial Officer (CFO)
Mr. Atul K. Kedia
Sr. Vice President (Legal) and Company Secretary
Board Committees
Audit Committee
Shri Yazdi P. Dandiwala –Chairman
Shri Rajan A. Dalal
Shri Sohanlal K. Jain
Ms. Preeti Vyas
CSR Committee
Smt. Rajashree Birla – Chairperson
Shri Yazdi P. Dandiwala
Shri Rajan A. Dalal
Shri Rajendra Kumar Dalmia
Risk Management Committee
Shri Yazdi P. Dandiwala
Shri Rajan A. Dalal
Shri Sohanlal K. Jain
Shri Rajendra Kumar Dalmia
Nomination and Remuneration Committee
Shri Rajan A. Dalal – Chairman
Shri Kumar Mangalam Birla
Shri Yazdi P. Dandiwala
Shri Sohanlal K. Jain
Finance Committee
Shri Yazdi P. Dandiwala
Shri Rajan A. Dalal
Shri Rajendra Kumar Dalmia
Prevention of Insider Trading Regulations Committee
Shri Yazdi P. Dandiwala – Chairman
Shri Rajan A. Dalal
Shri Rajendra Kumar Dalmia
Stakeholders’ Relationship Committee
Shri Rajan A. Dalal – Chairman
Shri Yazdi P. Dandiwala
Ms. Preeti Vyas
Shri Rajendra Kumar Dalmia
Committee of Independent Directors
Shri Yazdi P. Dandiwala
Shri Rajan A. Dalal
Shri Sohanlal K. Jain
Ms. Preeti Vyas
Nomination and selection of the highest governance body
The Nomination and Remuneration Policy laid down by the Board of Directors forms the criteria and defines the selection process for appointment of Directors on the Board and the Committees as per the applicable laws. Approval of the shareholders is taken for the appointment of the Directors as required under the relevant laws. Out of the 7 Directors, the Board comprises 2 women Directors. The Board of Directors possess the requisite skills, expertise, and competences in context of the business to function effectively including but not limited to business strategy, planning, Corporate Management and Social Responsibility, accounting, & financial skills, legal, compliance & risk management, designing, & communication, advertising & media, production marketing. The Nomination and Remuneration Committee determines the criteria for performance evaluation and remuneration of Directors as per the Remuneration Policy. Approval of Shareholders is taken for appointment including payment of remuneration to Executive Directors and payment of commission to Non-Executive Directors from time to time. Voting results of the shareholders on remuneration are disclosed to Stock Exchanges and are also hosted on our website. Additionally, the performance evaluation of the Board of Directors, Committees of the Board and Chairman is carried out annually
Role of The Board
The Chairman serves as the Non-Executive Director of the Board. The Board assesses the Company's performance with the market condition and in an agile manner decides its strategies, policies and goals related to sustainable development. The Board oversees and reviews the Company's state of affairs and its impacts on the economy, environment, and people. The Business CEOs or Divisional Heads submits the business reports to the Board of Directors on quarterly basis, and there is equal delegation to each board committee for the management of impacts.
Another important role of the Board is to ensure transparent communication regarding critical concerns to stakeholders. Several strategies are used by the Board to effectively communicate such information. To begin, regular board meetings are planned to discuss and address critical issues in a structured manner. These meetings provide a forum for directors to share their perspectives, exchange ideas, and deliberate on important issues. Furthermore, comprehensive board reports are prepared that outline the nature of the concerns, their impact, and proposed mitigation strategies. To ensure that everyone is informed, these reports are distributed to all stakeholders, including shareholders, regulators and investors. Furthermore, the Board may organise town hall meetings and phone calls to directly engage with stakeholders and address their questions and concerns.
Managing Conflicts of Interest
Management of conflicts of interest is a critical aspect of effective corporate governance. To address this, the Board establishes stringent policies and procedures for identifying, disclosing, and managing conflicts of interest. The Board does this by establishing a code of conduct outlining expected behaviours, disclosing personal interests and potential conflicts, and recusing oneself from decision-making processes when conflicts arise.
Compliance with Laws and Regulations
CTIL is committed to upholding the highest standards of ethics and integrity. We are dedicated to operating in full compliance with all applicable laws, regulations, and industry standards. Our commitment extends to every aspect of our business, from product development and manufacturing to marketing and customer service. We maintain rigorous internal controls and regularly review and update our policies and procedures to ensure ongoing compliance. By adhering to legal requirements, we strive to foster trust, transparency, and accountability with our stakeholders, including customers, employees, shareholders, and the communities in which we operate. In FY 2022-23, there were no instances of non-compliances with applicable laws by CTIL.
