Corporate Governance

Philosophy and Code of Governance

The Company’s philosophy on Corporate Governance is based on the principles of

transparency, compliance of laws, procedures and meeting ethical standards to take care of the
interest of all the stakeholders and work towards Sustainable Development. It believes that all
operations must be spearheaded towards attaining the final objective of enhancing stakeholders
value.
The Company’s vision is to become a significant global player in the aerospace industry and is
working towards this objective by expanding its capacities and becoming globally competitive.
As a growth strategy, the Company has adopted the best practices in the area of Corporate
Governance, much beyond the regulatory framework. The following good governance
practices have been put in place:

• Code of Conduct for Senior Management and Board of Directors

• Integrity Pact
• Whistle Blower Policy
• Well laid-down administrative setup to facilitate decentralised and transparent decision making
• Compliance of applicable Laws, Rules & Regulations
• Accuracy and transparency in disclosures regarding operations, performance and financial
position
• Conduct, Discipline and Appeal Rules for Employees

Board of Directors

The Board of Directors is entrusted with the responsibility of the management, general affairs
and direction of the Company with requisite powers and authority. The Board sets the goals,
both short and long term, defines the policies and programmes and oversees its implementation.
It has constituted various Sub-Committees to facilitate smooth and efficient flow of the
decision-making process.
Composition

Your Company being a Government Company, the appointment/nomination of all the

Directors is done by the President of India, through Ministry of Defence. The Board of
Directors headed by an Executive Chairman, has an appropriate mix of Executive, Non-
Executive (Official) and Independent Directors, in line with the Guidelines on Corporate
Governance issued by the Department of Public Enterprises, Government of India, Companies
Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Chairman and Managing Director

Shri R Madhavan

Shri R. Madhavan was appointed as Chairman and Managing Director of our Company with
effect from September 1, 2018. He is a graduate in Mechanical Engineering from NIT, Raipur
and also holds post graduate degree of M. Tech from IIT Madras.

Director (HR)

Alok Verma

Shri Alok Verma has taken over as Director (Human Resources) of the Company with effect
from January 1, 2020. Prior to taking over as Director, Shri Alok Verma was holding the post
of General Manager (Human Resources- Employee Relations) at HAL Corporate Office.

Director (Operations)

Shri M.S. Velpari

Shri M. S. Velpari was appointed as Director (Operations) of the Company with effect from
August 1, 2019. He holds a bachelor’s degree in Mechanical Engineering from College of
Engineering, Guindy, Chennai and did Masters from IIT Madras in Aircraft Production
Engineering.
Director (Engineering and R&D)

Shri Arup Chatterjee

Shri Arup Chatterjee was appointed as Director (Engeering and R&D) of the Company with
effect from June 1, 2018. He is a B.Tech in Mechanical Engineering from Jadavpur University,
and has done M. Tech in Aircraft Production Engineering from IIT, Chennai. He has also done
MBA from IGNOU.

Director (Finance) & CFO

Shri C.B. Ananthakrishnan

Shri C B Ananthakrishnan was appointed as Director (Finance) of our Company with effect
from August 1, 2018. Prior to his appointment as Director (Finance), he was holding the post
of Executive Director (Finance) of our Company. He joined our company as Chief Manager
(Finance) on 31st March 2004 and thereafter worked in various capacities. He holds a
bachelor’s degree in Commerce from Loyola College, Chennai, MBA in Finance from Madras
University and is a Cost & Management Accountant. He has over 30 years of work experience
in Public & Private sectors with stints in merchant banking, pharmaceuticals, fertilizers,
aerospace industry and has held various positions in our Company. He is also nominee Director
of HAL in the Board of three joint ventures of HAL.