Sundaram Clayton : Compliance Report on corporate governance for quarter ending 31st March 2022

ANNEXURE I

Format to be submitted by listed entity on quarterly basis

1. Name of Listed Entity - Sundaram Clayton Limited

2. Quarter ending

- 31-March 2022

1. Composition of Board of Director

Title	Name of the
Director

Category

	Date of
	Appointmen
Initial Date of	t in Current
Term (Date
Appointment
of Re-
	appointmen
	t)

Date of

cessation

Tenure

of

Director

(in

months)

No of

Directorship

in listed entities including this listed entity

Number of

membership

s in Audit/

Stakeholder Committee(

1. including this listed
   entity

No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity

		Mr				Venu Srinivasan
		Mr			R Gopalan
		Dr				Lakshmi Venu
		Mr				Sudarshan Venu
		Mr				Gopal Srinivasan
		Mr			P J Jacob
		Mr			V Subramanian
		Mr			S Santhanakrishnan
		Mr			R Vijayaraghavan
		Mr				Kamlesh Gandhi
		Ms				Sasikala Varadacha	ri
		Mr				Rajesh
					Narasimhan
		Mr				T K Balaji
		Mr				K Gopala Desikan

Executive Director,

MD

Non-Executive - Independent Director

Executive Director,

JMD

Non-Executive - Non Independent Director

Non-Executive - Non Independent Director

Non-Executive - Independent Director

Non-Executive - Independent Director

Non-Executive - Independent Director

Non-Executive - Independent Director

Non-Executive - Independent Director

Non-Executive - Independent Director

Non-Executive - Non Independent Director

Non-Executive - Non Independent Director

Executive Director Director & Group CFO

23 May 1979

21 Jun 2016

22 Mar 2010

02 Sep 2011

29 Nov 1985

21 Aug 2014

21 Aug 2014

21 Aug 2014

21 Aug 2014

21 Aug 2014

24 Oct 2018

24 Mar 2021

28 Nov 1984

09 Feb 2022

23 May 2019

24 Jul 2019

22 Mar 2020

11 Mar 2019

-

21 Aug 2019

21 Aug 2019

21 Aug 2019

21 Aug 2019

21 Aug 2019

-

-

-

-

-

-

-

04 Feb 2022

-

-

-

-

-

-

-

04 Feb 2022

-

-

69

-

-

-

91

91

91

91

91

41

-

-

-

3

3

3

3

2

1

2

1

4

4

3

1

1

1

1

6

3

1

2

1

3

3

10

4

2

-

-

-

-

1

-

-

-

1

1

-

2

3

-

-

-

-

Company Remarks	-
Whether Permanent chairperson appointed	Yes
Whether Chairperson is related to MD or CEO	Yes

1. Composition of Committees

1. Audit Committee

	Sr.	Name of the Director	Category		Chairperson/Membership	Appointment Date	Cessation Date
	No.
	1	P J Jacob	ID		Chairperson	31-Jul-2006	-
	2	V Subramanian	ID		Member	13-Jul-2009	-
	3	S Santhanakrishnan	ID		Member	08-Aug-2012	-
	4	R Gopalan	ID		Member	05-Aug-2016	-
	5	T K Balaji	NED		Member	18-Apr-2001	04-Feb-2022
	Company Remarks		-
	Whether Permanent chairperson appointed	Yes

1. Stakeholders Relationship Committee

	Sr.	Name of the Director	Category	Chairperson/Membership	Appointment Date	Cessation Date
	No.
	1	R Vijayaraghavan	ID	Chairperson	29-Oct-2013	-
	2	S Santhanakrishnan	ID	Member	29-Oct-2013	-
	3	Lakshmi Venu	JMD	Member	29-Oct-2013	-
	Company Remarks
	Whether Permanent chairperson appointed	Yes

1. Risk Management Committee

	Sr.	Name of the Director	Category		Chairperson/Membership	Appointment	Cessation Date
	No.						Date
	1	R Gopalan	ID		Chairperson	22-May-2018	-
	2	P J Jacob	ID		Member	22-May-2018	-
	3	Lakshmi Venu	ED		Member	22-May-2018	-
	4	K Gopala Desikan	Director & Group		Member	02-May-2019	-
			CFO
	Company Remarks
	Whether Permanent chairperson appointed		Yes

1. Nomination and Remuneration Committee

	Sr.	Name of the Director	Category	Chairperson/Membership	Appointment Date Cessation Date
	No.
	1	S Santhanakrishnan	ID	Chairperson	05-Feb-2020
	2	P J Jacob	ID	Member	29-Oct-2013
	3	R Vijayaraghavan	ID	Member	29-Oct-2013
	4	V Subramanian	ID	Member	29-Oct-2013
	Company Remarks
	Whether Permanent chairperson appointed	Yes

1. Corporate Social Responsibility Committee

	Sr.	Name of the Director	Category	Chairperson/Membership	Appointment Date	Cessation Date
	No.
	1	Venu Srinivasan	CE&MD	Chairperson	29-Oct-2013	-
	2	Lakshmi Venu	JMD	Member	29-Oct-2013	-
	3	P J Jacob	ID	Member	29-Oct-2013	-
	Company Remarks
	Whether Permanent chairperson appointed	Yes

1. Meeting of Board of Directors

Date(s) of Meeting	Date(s) of Meeting	Whether		Number of	Number of Independent
(if any) in the	(if any) in the	requirement of		Directors present	Directors present
previous quarter	relevant quarter	Quorum met		(other than IDs)
22-Oct-2021	09-Feb-2022	Yes	4	7
	22-Mar-2022	Yes		4	6
Company Remarks
Maximum gap between any two consecutive (in number of days)	40

1. Meeting of Committees

Name of the	Date(s) of meeting	Date(s) of meeting	Whether	Number of	Number of
Committee	during of the	of the committee	requirement of	Directors	independent
	committee in the	in the relevant	Quorum met	present (other	directors
	previous quarter	quarter	(Yes/No)	than IDs)	present
Audit Committee	28-Oct-2021	09-Feb-2022	Yes	4	4
			22-Mar-2022	Yes	4	4
Company Remarks
Maximum gap between any two consecutive (in number of days)	40
[Only for Audit Committee]
Name of the	Date(s) of meeting	Date(s) of meeting	Whether	Number of	Number of
Committee	during of the	of the committee	requirement of	Directors	independent
	committee in the	in the relevant	Quorum met	present (other	directors
	previous quarter	quarter	(Yes/No)	than IDs)	present
Stakeholders	22-Oct-2021	09-Feb-2022	Yes	1	2
Relationship
Committee
Company Remarks
Maximum gap between any two	-
consecutive (in number of days)
[Only for Audit Committee]

	Name of the	Date(s) of meeting	Date(s) of meeting Whether	Number of	Number of
	Committee	during of the	of the committee		requirement of	Directors	independent
		committee in the	in the relevant		Quorum met	present (other	directors
		previous quarter	quarter		(Yes/No)	than IDs)	present
	Nomination and	-	09-Feb-2022		Yes	4	4
	remuneration
	committee
	Company Remarks
	Maximum gap between any two consecutive (in number of days)	-
	[Only for Audit Committee]
	Related Party Transactions
		Subject			Compliance status		Remark
						(Yes/No/NA)
	Whether prior approval of audit committee obtained	Yes	-
	Whether shareholder approval obtained for material RPT	Not Applicable	-
	Whether details of RPT entered into pursuant to omnibus		Yes		-
	approval have been reviewed by Audit Committee
	Disclosure of notes on related party transactions and Disclosure of
	notes of material related party transactions

VI. Affirmations

1. The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015. - Yes
2. The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015
3. 1. Audit Committee - Yes
   2. Nomination & remuneration committee - Yes
   3. Stakeholders relationship committee - Yes
   4. Risk management committee (applicable to the top 100 listed entities) - Yes
4. The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. - Yes
5. The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.- Yes
6. a. This report and/or the report submitted in the previous quarter has been placed before Board of Directors.
7. • Yes

b. Any comments/observations/advice of Board of Directors may be mentioned here:

This report will be placed before the Directors at the ensuing Board meeting. The report submitted in the previous quarter has been placed before the Board of Directors at their meeting held on 9th February 2022 and was taken on record.

Annexure II

		SUBJECT			COMPLIANCE
				STATUS
		The composition of board of directors is in terms of SEBI (Listing obligations and disclosure			Yes
		requirements) Regulations, 2015
		The composition of audit committee is in terms of SEBI (Listing obligations and disclosure			Yes
		requirements) Regulations, 2015
		The composition of the nomination and remuneration committee is in terms of SEBI (Listing			Yes
		obligations and disclosure requirements) Regulations, 2015
		The composition of the stakeholders relationship committee is in terms of SEBI (Listing			Yes
		obligations and disclosure requirements) Regulations, 2015
		The composition of the risk management committee is in terms of SEBI (Listing obligations			Yes
		and disclosure requirements) Regulations, 2015
		The committee members have been made aware of their powers, role and responsibilities as			Yes
		specified in of SEBI (Listing obligations and disclosure requirements) Regulations, 2015
		The meetings of the board of directors and the above committees have been conducted in
		the manner as specified SEBI (Listing obligations and disclosure requirements) Regulations,			Yes
		2015
		5.This report and/or the report submitted in the previous quarter has been placed before			Yes
		board of directors