Corporate Governance

Group 6
Project Report

Name Roll No Company

Aditya Birla Fashion
Shivani Poojari PGP/22-D/224 and Retail Ltd.
Asian Paints Ltd.
Avenue Supermarts Ltd.
Avni Bahl PGP/23/258 Bata India Ltd.
Berger Paints India Ltd.
Bombay Burmah
Piyushi VV PGP/23/100 Trading Corporation
Ltd.
Britannia Industries Ltd.
Pooja Singh PGP/23/359 Colgate Palmolive
(India) Ltd.
ASIAN PAINTS:
Asian Paints adopted strong Corporate Governance practices in interest of protecting its
culture and values, which in turn would protect their stakeholder interests in an appropriate
way. The robust governance systems and practices help in co-creation and partnership.
Adopts best Corporate Governance practices, from all around the world – with all these CG
practices, Asian Paints has been conferred with ‘Golden Peacock Award for Excellence in
Corporate Governance - 2019’ by the institute of directors and ‘The Excellence in
Corporate Governance Awards 2018-19’, by the Indian Legal Era, Journal of law.
BOARD:
Board of Directors are responsible for all the issues related to the company and are supposed
to implement Corporate Governance practices effectively within the organization. Managing
director and CEO reports to the board and acts as a link between Board and the top
management of the company. A structure was designed and implemented, where MD & CEO
can perform effectively. New structure is approved by the Nomination and Remuneration
committee and is being implemented. There is no Chairman -CEO duality.
BOARD SIZE AND COMPOSITION:
Board contains 15 Directors, out of which 28% are solely non- executive directors and 50%
are Independent directors with three women directors on the board. Board composition is in
accordance with the SEBI LODR, regulation to have at least one independent woman director
on board and 50% independent directors, if the board chairman is an Executive director or
someone who is related to the promoters. Board size is in compliance with Section 149 (1)
Act – for a public listed company to have minimum three directors and maximum of 15
directors.
ATTENDANCE:
According to the regulations, all the board members should have 75% Attendance, incase of
shortage in attendance, place of board members is subjected to voting from the shareholders’
side. All the board of directors except two, are falling under the threshold which is 75%
attendance.
NOMINATION AND REMUNERATION COMMITTEE:
Nomination and Remuneration committee should contain atleast three directors, out of which
all the committee members are to be non-executive directors and atleast half of the members
are to be independent directors and chairperson of the committee being the independent
director. Members of the board are skilled in all the domains related to Management.
In AP’s board – this committee, ensures in formulating the criteria determining the
qualifications, positive attributes and independence of a director. It identifies the potential
candidates for the board and the top management and recommends to the board and also has a
say in the termination of directors based on their performance, re-appointment of independent
directors.
AUDIT COMMITTEE:
Members of the audit committee are financially literate. Have relevant experience in financial
management.
Oversees the company’s financial processes and recommending and overseeing the activities
of the internal auditors. Review compliances in accordance with SEBI, atleast once in a FY.

ADITYA BIRLA FASHION RETAIL LIMITED:

Made its CG practices as an integral part of the business since inception. Company is
committed to the highest standards of business ethics and corporate governance. Its corporate
governance practices are under continuous review.
BOARD:
No Chairman-CEO duality. Kumar Mangalam Birla is the chairman of the company. Board is
supported by the Managing Directors and other top management officials.
BOARD SIZE AND COMPOSITION:
Board contains 7 Directors, out of which 28% are non- executive directors and 57.1% are
Non-Executive Independent directors with three women directors on the board. Board
composition is in accordance with the SEBI LODR, regulation to have at least one
independent woman director on board and 50% independent directors, if the board chairman
is an Executive director or someone who is related to the promoters. Board size is in
compliance with Section 149 (1) Act – for a public listed company to have minimum three
directors and maximum of 15 directors.
ATTENDANCE:
According to the regulations, all the board members should have 75% Attendance, incase of
shortage in attendance, place of board members is subjected to voting from the shareholders’
side. All the board of directors are having the threshold which is 75% attendance.
NOMINATION AND REMUNERATION COMMITTEE:
Nomination and Remuneration committee should contain atleast three directors, out of which
all the committee members are to be non-executive directors and atleast half of the members
are to be independent directors and chairperson of the committee being the independent
director. Members of the board are skilled in all the domains related to Management. There
are four independent directors and one non-executive director in the committee, making the
size of the committee as five.
AUDIT COMMITTEE:
Members of the audit committee are financially literate. Have relevant experience in financial
management. Oversees the financial activities of the company. This committee comprises of
four independent directors and one executive director, making a total of five.

BRITANNIA INDUSTRIES LIMITED

BOARD

 58% of board consists of independent directors.

 There is a woman independent director on the board.
 Special resolution was passed for reappointment of Mr. Avijit Deb, Mr. Keki
Dadiseth and Dr. Ajai Puri as an Independent Director. Company’s Notice of AGM
2019 mention details and explanation about their reappointment. It also has brief
profiles of them and mentions that they are not related to any Director of company.
ATTENDANCE ANALYSIS
1. Board Meetings- Total 7 meetings were scheduled in the year and out of all the
members of the board only 4 have 100% attendance.
2. AGM- All the members of the board have attended AGM except Keki Dadiseth who
authorised Dr. Ajai Puri to attend this meeting.
3. Different committee meetings- The below analysis is about the members who are
part of board as well as member/chairman of the committees. Also below does not
take into account attendance of members Mr. Nimesh N Kampani and Mrs. Ranjana
Kumar as they retired from board as of 12th August 2019.
 Audit Committee- 7 meetings were and only one has 100% attendance.
 Nomination and Remuneration- 3 meetings were held out of which all have 100%
attendance
 Stakeholders relationship- 4 meetings were held and only one member has 100%
attendance.
 Finance committee- 100% attendance by all members.
 Risk Management- 1 meeting was held out of which 2 members had not attended it
and rest all members have attended this.
 Strategy and innovation steering- All members have 100% attendance
 Corporate social responsibility- 1 meeting was held out of which 2 members did not
attend and 2 attended.
 Bonus Debentures- 2 meetings were held out of which 2 members have attended and
2 have not attended.
SEPARATION OF ROLES OF CHAIRPERSON AND MANAGING
DIRECTOR/CHIEF EXECUTIVE OFFICER
Nusli N Wadia is a chairman under non-executive and promoter category and Varun Berry is
a managing director under executive director category and hence roles separation.
BOARD SIZE
The board overall consists of at least 6 and less than 15 directors.
AUDIT COMMITTEE

 Constitution
1. There are minimum 3 directors who are members
2. Out of total 6 people, 4 people are independent directors
3. Chairman, Mr. Keki Elavia is an independent director. AGM and 7 other audit
committee meeting was attended by him.
 Qualification
As per the report the members of committee are financially literate.
 Frequency of meeting
7 meetings were held during the year with maximum gap not more than 120 days in
between two meetings.
NOMINATION AND REMUNERATION COMMITTEE

 Constitution
1. There are at least 3 directors
2. All are non-executive director
3. There are total 4 people out of which 2 are non-executive independent director.
 Chairperson
Mr. Keki Dadiseth is non-executive independent director and is chairman.
 Meetings
3 meetings were held during the year and chairman has attended all of them

Colgate Palmolive (India) Limited

BOARD

 Out of 10 members 6 of them are non-executive independent directors.

 The board also consists of 3 women independent directors.
 During the financial year 2019-20 special resolution was passed for reappointment of
Mr. V.S. Mehta and Dr.(Ms.) I. Shahani and for continuation and reappointment of R.
A. Shah and P. K. Ghosh as independent directors. The explanatory statement for the
same is provided in postal ballet notice 2019.
ATTENDANCE ANALYSIS
1. Board Meetings- Total 4 meetings were scheduled in the year and all of them
participated except Mr. R. Raghavan who was appointed as Managing Director from
1st August 2019 and attended 2 of the meetings (Participation also includes through
video conference/telepresence)
2. AGM- All the board members attended the last AGM held except Mr. I Bachaalani
who ceased to be Managing director from 1st August 2019.
3. Different committee meetings- The below analysis is about the members who are
part of board as well as member/chairman of the committees:
 Audit Committee- 4 meetings were held out of which all members have 100%
attendance.
 Nomination and Remuneration- 3 meetings were held and all attended them.
 Stakeholders relationship- 1 meeting was held and all have attended.
 Risk Management- 1 meeting was held and all the members attended meetings except
M K Ajay who is a member of this committee but not part of board of directors.
 Corporate social responsibility- 3 meetings were held out of which 2 people attended
all the meetings.
SEPARATION OF ROLES OF CHAIRPERSON AND MANAGING
DIRECTOR/CHIEF EXECUTIVE OFFICER
Mukul Deoras is a chairman in a category non-executive & non-independent and Ram
Raghavan is a managing director under executive category and so the roles are separated.
BOARD SIZE
The board overall consists of at least 6 directors and less than 15.
AUDIT COMMITTEE

 Constitution
1. There are minimum 3 directors who are members.
2. All the 6 members are independent directors.
3. Chairperson, Mr. R. A. Shah is an independent director and he attended AGM as
well as all the 4 committee meeting.
 Qualification
As per the annual report the members of committee are knowledgeable in finance,
company law, accounts and general business practice.
 Frequency of meeting
4 meetings were held during the year with gap not exceeding 120 days in between two
meetings.

NOMINATION AND REMUNERATION COMMITTEE

 Constitution
1. There are at least 3 directors
 2. There are total 3 people including chairperson and all of them are non-executive
directors
3. From these 3 people 2 members are independent directors.
 Chairperson
Mr. R. A. Shah is non-executive independent director who is the chairperson
 Meetings
3 meetings were held during the year which was attended by all 3 directors.
The above analysis shows that both the companies largely have corporate governance
practices in an appropriate manner.