Ashok Leyland, a flagship company of the Hinduja Group, has announced a significant reconstitution of its key board committees. The changes, approved by the Board on June 24, 2025, will come into effect from June 29, 2025. This strategic reshuffle follows the conclusion of the second term of office for Ms. Manisha Girotra as an Independent Director, which ends on June 28, 2025.
| Committee | Name of the Director | Position in Committee | Status |
|---|---|---|---|
| Stakeholders Relationship Committee | Dr. V. Sumantran | Chairman | Independent Director |
| Mr. Dheeraj G. Hinduja | Member | Chairman of the Board | |
| Mr. Shenu Agarwal | Member | Managing Director & Chief Executive Officer | |
| Corporate Social Responsibility Committee | Mr. Dheeraj G. Hinduja | Chairman | Chairman of the Board |
| Dr. V. Sumantran | Member | Independent Director | |
| Mr. Sanjay K. Asher | Member | Non-Executive Non-Independent Director | |
| Mr. Shenu Agarwal | Member | Managing Director & Chief Executive Officer | |
| Nomination and Remuneration Committee | Mr. Saugata Gupta | Chairman | Independent Director |
| Mr. Jose Maria Alapont | Member | Independent Director | |
| Dr. V. Sumantran | Member | Independent Director |
Detailed Committee Analysis
The reconstitution affects three critical committees responsible for governance, stakeholder engagement, and corporate responsibility.
Nomination and Remuneration Committee: This crucial committee will now be chaired by Mr. Saugata Gupta, an Independent Director. He will be joined by fellow Independent Directors Mr. Jose Maria Alapont and Dr. V. Sumantran. The composition, consisting entirely of independent directors, aligns with strong corporate governance principles, ensuring impartiality in decisions related to executive appointments and compensation.
Stakeholders Relationship Committee: Dr. V. Sumantran, an Independent Director, has been appointed as the new Chairman of this committee. The committee also includes Mr. Dheeraj G. Hinduja, the Chairman of the Board, and Mr. Shenu Agarwal, the company's Managing Director & Chief Executive Officer. This composition ensures that stakeholder grievances and relations are handled with oversight from the highest levels of the company's management and board.
Corporate Social Responsibility (CSR) Committee: The CSR committee will be led by Mr. Dheeraj G. Hinduja, Chairman of the Board. The committee comprises a diverse group of members, including Dr. V. Sumantran (Independent Director), Mr. Sanjay K. Asher (Non-Executive Non-Independent Director), and Mr. Shenu Agarwal (MD & CEO). This structure brings together executive, independent, and non-independent perspectives to guide the company's social responsibility initiatives.
Strategic Governance Implications
The departure of Ms. Manisha Girotra has prompted a strategic realignment of responsibilities among the remaining board members. The new structure highlights the significant roles of key individuals within the company's governance framework. Dr. V. Sumantran is now a member of all three reconstituted committees, underscoring his integral role as an Independent Director. Similarly, the direct involvement of the Board Chairman, Mr. Dheeraj G. Hinduja, and the MD & CEO, Mr. Shenu Agarwal, in multiple committees signals a hands-on approach to governance and operational oversight.
Market Context
This announcement is a procedural corporate governance update filed with the National Stock Exchange (NSE) and BSE Limited. Such changes are routine and essential for maintaining compliance and ensuring smooth board operations following changes in directorship. While not directly impacting financial performance, a well-structured and compliant committee framework is crucial for investor confidence. Ashok Leyland trades on the NSE under the scrip code ASHOKLEY and on the BSE under the scrip code 500477.
