Governance
DRIVING GROWTH THROUGH CORPORATE GOVERNANCE
We steadfastly adhere to exemplary corporate governance, underpinning our commitment to integrity and professionalism across all operations. Our governance structure, aligned with the Tata Code of Conduct and international standards, is crucial in supporting the delivery of our strategic objectives while ensuring ethical conduct and transparency at every level.
LEADERSHIP AND INTEGRITY
We recognise that strong governance is vital to maintaining our status as a trusted brand and responsible corporate citizen in diverse markets. Our Board of Directors leads with ethical oversight, ensuring that our management practices not only meet legal requirements but also promote a culture of accountability and ethical behaviour.
ETHICAL PRACTICES
Through rigorous policies and a committed leadership team, we integrate these principles deeply into our corporate ethos, enabling our workforce to implement our strategy in a manner that is responsible, fair, and professionally sound. Our robust framework includes our detailed Code of Business Conduct, Corporate Governance Guidelines, and other key policy documents, all accessible for stakeholders' review on our website.
RISK MANAGEMENT & ASSURANCE
We have a structured framework for identifying, assessing, and monitoring key risks that may impact business performance and sustainability. Oversight of risks is embedded into Board and committee deliberations, enabling timely mitigation actions and alignment of risk management with strategic objectives, in line with prevailing governance practices, stakeholders' review on our website.
POLICY & COMPLIANCE FRAMEWORK
We have instituted a comprehensive policy architecture aligned with applicable laws, listing regulations, and Tata Group standards. Policies are periodically reviewed to reflect regulatory changes and evolving business needs, supporting consistent application of governance principles across operations and subsidiaries behaviour.
TRANSPARENCY & DISCLOSURES
In line with regulatory expectations and stakeholder needs, We place emphasis on transparent and timely disclosures. Governance-related information is regularly communicated through statutory filings and periodic reports, enabling stakeholders to assess the Company's governance approach and decision-making processes.stakeholders' review on our website.
STAKEHOLDER FOCUS
The governance framework recognises the interests of shareholders and other stakeholders, supporting responsible engagement and balanced decision-making. This approach reflects our commitment to long-term value creation and sustainable business conduct.
KEY ACTIVITIES DURING THE YEAR
Material related party transactions with Capital Foods Private Limited, a subsidiary of the Company, were approved by the Members in compliance with the applicable provisions of the SEBI Listing Regulations.
The Registered Office of the Company was changed from 1, Bishop Lefroy Road, Kolkata 700020 to Tata Centre, 1st Floor, 43, Jawaharlal Nehru Road, Kolkata – 700071, within the local limits of Kolkata City, with effect from January 1, 2026.
Audit Committee
Primarily responsible for:
- Overseeing the financial reporting and disclosure process to ensure the integrity of the financial statements.
- Overseeing the statutory audit process and safeguarding the independence of the external auditors.
- Evaluating the adequacy and effectiveness of internal financial controls and risk management systems.
100%
Attendance at the meetings
Nomination and Remuneration Committee
Primarily responsible for:
- Periodical review and refresh of the composition of the Board with the objective of ensuring an optimum balance of size, skills, independence, knowledge, diversity and experience.
- Support the Board in identification, selection, appointment/reappointment, induction and development of Directors (including Independent Directors) to meet the requirements of the Company.
- Setting/reviewing performance standards for MD&CEO/ED/Senior Management/KMP.
100%
Attendance at the meetings
Stakeholders' Relationship Committee
Primarily responsible for:
- Reviewing the security holders' grievance handling process, including complaints related to transfer/transmission of shares, non-receipt of annual report/dividends, issue of new/duplicate certificates, general meetings, etc.
- Review of adherence to the service standards adopted by the Company in respect of various services being rendered by the Registrar & Share Transfer Agent.
- Review of measures and initiatives taken to reduce the quantum of unclaimed dividends and ensure timely receipt of dividend warrants/annual reports/statutory notices by shareholders.
100%
Attendance at the meetings
CSR & Sustainability Committee
Primarily responsible for:
- Formulation of CSR Policy; identification and recommendation of CSR Projects and CSR expenditure; oversight of implementation; and review of impact.
- Providing guidance on environment management, social responsibilities, health & safety, product stewardship, community development, principles of managing branded operations and welfare activities.
- Assisting management to formulate, implement and review policies, principles and practices, and to review partnerships and relationships to foster and support sustainable growth of the Company.
100%
Attendance at the meetings
Risk Management Committee
Primarily responsible for:
- Discuss with senior management the adequacy of the Company's Enterprise Risk Management (ERM) function and provide oversight, as may be needed.
- Formulation of the Risk Management Policy (covering internal and external risks and the business continuity plan) and monitor and oversee its implementation, including evaluating the adequacy of risk management systems.
- Review the Company's risk assessment annually and exercise oversight of key risks, including financial, operational, sectoral, sustainability (particularly ESG-related), information and cyber security risks, or any other risk as may be determined by the Committee.
100%
Attendance at the meetings
100%
Audit Committee Members are Independent Directors
100%
Risk Management Committee Members are Independent Directors
100%
CSR & Sustainability Committee Members are Independent Directors for FY 2025-26
100%
Attendance of Board Meetings
57%
Independent Directors
Separate Positions
of Chairman and MD & CEO
7
Board Members
5.7 years
Average Tenure of Board Members
5.5 years
Average Tenure of Independent Directors