Corporate Governance

• Corporate Governance Philosophy

  Finolex Industries Limited is committed and always strives to achieve optimum performance at all levels by adhering to corporate governance practices. We maximize shareholder value while safeguarding and promoting the interests of other stakeholders and maintaining a commitment to ethics and code of conduct. We believe that our company shall go beyond adherence to regulatory framework. Our corporate structure, business, operations and disclosure practices have been strictly aligned to our Corporate Governance Philosophy. The Company believes that adherence to high standards of corporate governance is essential for sustained corporate growth. Our corporate governance practices believes are:

  • -Fair and transparent business practices
  • -Effective management control by Board
  • -An optimum combination of promoter, executive, independent and women directors on the Board
  • -Accountability for performance
  • -Monitoring of executive performance by the Board
  • -Compliance of laws
  • -Transparent and timely disclosure of financial management information and performance.

• Board of Directors and Composition of Board Committees
  Board of Directors (“the Board”)

  The Board provides strategic direction to the company’s senior management and oversees the interests of all stakeholders. Finolex Industries Board consists of eminent individuals with diverse experience and expertise. 

  The Company follows a Policy on Board Diversity and inducts eminent individuals from diverse fields as directors on its Board. The Board members possess expertise and insights in sectors/area relevant to the Company and have the ability to contribute to the Company’s growth.

   

  The list of core skills/expertise/competencies identified by the Board is as under:

   

  1. -Qualification, expertise and professional experience of the Directors in their respective fields;
  2. -Financial Literacy;
  3. -Leadership;
  4. -Board service and governance; and
  5. -Regulatory, administration and legal.

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    MR. PRAKASH P. CHHABRIA 

    Executive Chairman
    MR. PRAKASH P. CHHABRIA 

    Executive Chairman

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    MS. BHUMIKA L. BATRA

    Non-Executive - Independent Director
    MS. BHUMIKA L. BATRA

    Non-Executive - Independent Director

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    MRS. RITU P. CHHABRIA

    Non Executive - Non Independent Director
    MRS. RITU P. CHHABRIA

    Non Executive - Non Independent Director

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    MRS. KANCHAN U. CHITALE

    Non-Executive - Independent Director
    MRS. KANCHAN U. CHITALE

    Non-Executive - Independent Director

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    MR. SAURABH S. DHANORKAR

    Non-Executive - Non Independent Director
    MR. SAURABH S. DHANORKAR

    Non-Executive - Non Independent Director

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    MR. AJIT VENKATARAMAN

    Managing Director
    MR. AJIT VENKATARAMAN

    Managing Director

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    DR. DEEPAK R. PARIKH

    Non-Executive - Independent Director
    DR. DEEPAK R. PARIKH

    Non-Executive - Independent Director

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    MR. PRADEEP R. RATHI

    Non-Executive - Independent Director
    MR. PRADEEP R. RATHI

    Non-Executive - Independent Director

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    MR. ANAMI N. ROY

    Non-Executive - Independent Director
    MR. ANAMI N. ROY

    Non-Executive - Independent Director

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    MR. SAUMYA CHAKRABARTI

    Director - Technical
    MR. SAUMYA CHAKRABARTI

    Director - Technical

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  • Audit Committee

    The Audit Committee monitors the financial performance and internal controls of the company. The Audit Committee reviews financial results before placing them on the Board. It also reviews internal audit reports on a periodical basis through audit plans, audit findings and the promptness of issue resolution through follow-ups. All members of the Audit Committee are financially literate and have accounting or related financial management expertise.

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      MR. PRADEEP R. RATHI

      Non-Executive - Independent Director, Chairperson
      MR. PRADEEP R. RATHI

      Non-Executive - Independent Director, Chairperson

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      MS. BHUMIKA L. BATRA

      Non-Executive - Independent Director, Member
      MS. BHUMIKA L. BATRA

      Non-Executive - Independent Director, Member

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      MRS. KANCHAN U. CHITALE

      Non-Executive - Independent Director, Member
      MRS. KANCHAN U. CHITALE

      Non-Executive - Independent Director, Member

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      MR. SAURABH S. DHANORKAR

      Non-Executive - Non Independent Director, Member
      MR. SAURABH S. DHANORKAR

      Non-Executive - Non Independent Director, Member

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      DR. DEEPAK R. PARIKH

      Non-Executive - Independent Director, Member
      DR. DEEPAK R. PARIKH

      Non-Executive - Independent Director, Member

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      MR. ANAMI N. ROY

      Non-Executive - Independent Director, Member
      MR. ANAMI N. ROY

      Non-Executive - Independent Director, Member

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  • Stakeholders' Relationship Committee

    The Stakeholders Relationship Committee specifically look into various aspects of interest of shareholders, debenture holders and other security holders. The Committee tasked with resolving the grievances of security holders, reviewing measures taken for effective exercise of voting rights by stakeholders, adherence to the service standards adopted by the Company in respect of various services being rendered by the Registrar & Share Transfer Agent, reviewing various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.

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      MR. ANAMI N. ROY

      Non-Executive - Independent Director, Chairperson
      MR. ANAMI N. ROY

      Non-Executive - Independent Director, Chairperson

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      MS. BHUMIKA L. BATRA

      Non-Executive - Independent Director, Member
      MS. BHUMIKA L. BATRA

      Non-Executive - Independent Director, Member

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      MR. PRAKASH P. CHHABRIA

      Executive Chairman, Member
      MR. PRAKASH P. CHHABRIA

      Executive Chairman, Member

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      MR. SAURABH S. DHANORKAR

      Non-Executive - Non Independent Director, Member
      MR. SAURABH S. DHANORKAR

      Non-Executive - Non Independent Director, Member

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      DR. DEEPAK R. PARIKH

      Non-Executive - Independent Director, Member
      DR. DEEPAK R. PARIKH

      Non-Executive - Independent Director, Member

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      MR. PRADEEP R. RATHI

      Non-Executive - Independent Director, Member
      MR. PRADEEP R. RATHI

      Non-Executive - Independent Director, Member

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  • Corporate Social Responsibility Committee

    Our Corporate Social Responsibility (CSR) is driven by the principles laid by the Company’s founder, late Mr. Pralhad P. Chhabria - a man who believed that one has to look for opportunities to help people even if that service demands sacrifice.

    Our endeavor to meaningfully contribute to society continues to drive us to be better. In partnership with Mukul Madhav Foundation (MMF), which has relentlessly worked on our behalf to carry out CSR activities, we have been able to help those who need us most. The Foundation has been working in the healthcare arena to provide financial assistance to patients, organize free health camps, offer infrastructure support to healthcare institutions and promote better health and hygiene practices. We also support education at all levels. Along with this, we also focus on areas like social and community welfare, Sanitation, water conservation and women empowerment. Our support is extended to frontline warriors, daily wage earners and migrant workers, the marginalized, flood victims, vulnerable children and senior citizens who are in need throughout the country.

    The Board has constituted a Corporate Social Responsibility (CSR) Committee and also framed the corporate social responsibility policy.

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      MRS. RITU P. CHHABRIA

      Non-Executive - Non Independent Director, Chairperson
      MRS. RITU P. CHHABRIA

      Non-Executive - Non Independent Director, Chairperson

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      MS. BHUMIKA L. BATRA

      Non-Executive - Independent Director, Member
      MS. BHUMIKA L. BATRA

      Non-Executive - Independent Director, Member

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      MR. PRAKASH P. CHHABRIA

      Executive Chairman, Member
      MR. PRAKASH P. CHHABRIA

      Executive Chairman, Member

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      MRS. KANCHAN U. CHITALE

      Non-Executive - Independent Director, Member
      MRS. KANCHAN U. CHITALE

      Non-Executive - Independent Director, Member

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      MR. SAURABH S. DHANORKAR

      Non-Executive - Non Independent Director, Member
      MR. SAURABH S. DHANORKAR

      Non-Executive - Non Independent Director, Member

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      MR. AJIT VENKATARAMAN

      Managing Director
      MR. AJIT VENKATARAMAN

      Managing Director

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      DR. DEEPAK R. PARIKH

      Non-Executive - Independent Director, Member
      DR. DEEPAK R. PARIKH

      Non-Executive - Independent Director, Member

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      MR. PRADEEP R. RATHI

      Non-Executive - Independent Director, Member
      MR. PRADEEP R. RATHI

      Non-Executive - Independent Director, Member

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      MR. ANAMI N. ROY

      Non-Executive - Independent Director, Member
      MR. ANAMI N. ROY

      Non-Executive - Independent Director, Member

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  • Risk Management Committee

    The Company has a robust risk management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company’s competitive advantage.

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      MRS. KANCHAN U. CHITALE

      Non-Executive Independent Director, Chairperson
      MRS. KANCHAN U. CHITALE

      Non-Executive Independent Director, Chairperson

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      MS. BHUMIKA L. BATRA

      Non-Executive Independent Director, Member
      MS. BHUMIKA L. BATRA

      Non-Executive Independent Director, Member

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      MR. PRAKASH P. CHHABRIA

      Executive Chairman, Member
      MR. PRAKASH P. CHHABRIA

      Executive Chairman, Member

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      MR. SAURABH S. DHANORKAR

      Non-Executive - Non Independent Director, Member
      MR. SAURABH S. DHANORKAR

      Non-Executive - Non Independent Director, Member

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      MR. AJIT VENKATARAMAN

      Managing Director
      MR. AJIT VENKATARAMAN

      Managing Director

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      DR. DEEPAK R. PARIKH

      Non-Executive Independent Director, Member
      DR. DEEPAK R. PARIKH

      Non-Executive Independent Director, Member

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      MR. PRADEEP R. RATHI

      Non-Executive Independent Director, Member
      MR. PRADEEP R. RATHI

      Non-Executive Independent Director, Member

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      MR. ANAMI N. ROY

      Non-Executive Independent Director, Member
      MR. ANAMI N. ROY

      Non-Executive Independent Director, Member

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  • Nomination & Remuneration Committee

    The Company recognizes the importance of attracting, retaining and motivating personnel of high calibre and talent for the purpose of ensuring efficiency and high standard in the conduct of its affairs and achievement of its goals besides securing the confidence of the shareholders in the sound management of the Company. For the purpose of attaining these ends, the Company has constituted a Nomination and Remuneration Committee which is entrusted with the task of devising a transparent, reasonable and fair policy of remuneration for its directors, key managerial personnel and other employees.

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      MS. BHUMIKA L. BATRA

      Non-Executive - Independent Director, Chairperson
      MS. BHUMIKA L. BATRA

      Non-Executive - Independent Director, Chairperson

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      MRS. KANCHAN U. CHITALE

      Non-Executive - Independent Director, Member
      MRS. KANCHAN U. CHITALE

      Non-Executive - Independent Director, Member

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      MR. SAURABH S. DHANORKAR

      Non-Executive - Non Independent Director, Member
      MR. SAURABH S. DHANORKAR

      Non-Executive - Non Independent Director, Member

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      DR. DEEPAK R. PARIKH

      Non-Executive - Independent Director, Member
      DR. DEEPAK R. PARIKH

      Non-Executive - Independent Director, Member

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      MR. PRADEEP R. RATHI

      Non-Executive - Independent Director, Member
      MR. PRADEEP R. RATHI

      Non-Executive - Independent Director, Member

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      MR. ANAMI N. ROY

      Non-Executive - Independent Director, Member
      MR. ANAMI N. ROY

      Non-Executive - Independent Director, Member

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  • Share Transfer Committee

    The Share Transfer Committee is entrusted to consider and approve the transfer and transmission of securities, issue of duplicate share/debenture certificates, split, consolidation of share/debenture and any other assignment as directed by the Board from time to time.

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      MRS. KANCHAN U.CHITALE

      Non-Executive Independent Director, Chairperson
      MRS. KANCHAN U.CHITALE

      Non-Executive Independent Director, Chairperson

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      MS. BHUMIKA L. BATRA

      Non-Executive - Independent Director, Member
      MS. BHUMIKA L. BATRA

      Non-Executive - Independent Director, Member

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      MR. PRAKASH P. CHHABRIA

      Executive Chairman, Member
      MR. PRAKASH P. CHHABRIA

      Executive Chairman, Member

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      MR. SAURABH S. DHANORKAR

      Non-Executive - Non Independent Director, Member
      MR. SAURABH S. DHANORKAR

      Non-Executive - Non Independent Director, Member

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      MR. AJIT VENKATARAMAN

      Managing Director
      MR. AJIT VENKATARAMAN

      Managing Director

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      DR. DEEPAK R. PARIKH

      Non-Executive - Independent Director, Member
      DR. DEEPAK R. PARIKH

      Non-Executive - Independent Director, Member

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      MR. PRADEEP R. RATHI

      Non-Executive - Independent Director, Member
      MR. PRADEEP R. RATHI

      Non-Executive - Independent Director, Member

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      MR. ANAMI N. ROY

      Non-Executive - Independent Director, Member
      MR. ANAMI N. ROY

      Non-Executive - Independent Director, Member

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  • Finance Committee

    The Finance Committee is tasked with reviewing various financial proposals for financial investments, borrowings and giving recommendations to the Audit Committee/Board.

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      MR. PRAKASH P. CHHABRIA

      Executive Director, Chairperson
      MR. PRAKASH P. CHHABRIA

      Executive Director, Chairperson

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      MS. BHUMIKA L. BATRA

      Non-Executive - Independent Director, Member
      MS. BHUMIKA L. BATRA

      Non-Executive - Independent Director, Member

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      MRS. KANCHAN U. CHITALE

      Non-Executive - Independent Director, Member
      MRS. KANCHAN U. CHITALE

      Non-Executive - Independent Director, Member

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      MR. SAURABH S. DHANORKAR

      Non-Executive - Non Independent Director, Member
      MR. SAURABH S. DHANORKAR

      Non-Executive - Non Independent Director, Member

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      MR. AJIT VENKATARAMAN

      Managing Director
      MR. AJIT VENKATARAMAN

      Managing Director

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      DR. DEEPAK R. PARIKH

      Non-Executive - Independent Director, Member
      DR. DEEPAK R. PARIKH

      Non-Executive - Independent Director, Member

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      MR. PRADEEP R. RATHI

      Non-Executive - Independent Director, Member
      MR. PRADEEP R. RATHI

      Non-Executive - Independent Director, Member

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      MR. ANAMI ROY

      Non-Executive - Independent Director, Member
      MR. ANAMI ROY

      Non-Executive - Independent Director, Member

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