Sundaram Clayton : Compliance Report on Corporate Governance for quarter ending 30th June 2023

ANNEXURE I

Format to be submitted by listed entity on quarterly basis

1. Name of Listed Entity - Sundaram Clayton Limited

2. Quarter ending

- 30th June 2023

1. Composition of Board of Director

Title	Name of the	Category	Initial Date	Date of	Date of	Tenure	No of	Number of	No of post of
	Director		of	Appointment	cessation	of	Directors	memberships	Chairperson in
			Appointment	in Current Term		Director	hip in	in Audit/	Audit/
				(Date of Re-		(in	listed	Stakeholder	Stakeholder
				appointment)		months)	entities	Committee(s)	Committee
							including	including this	held in listed
							this listed	listed entity	entities
							entity		including this
									listed entity
Mr	R Gopalan	Non-Executive - Non 29-07-2022	29-07-2022	-	-	3	7	4
		Independent Director
		Chairperson
Mr	Venu Srinivasan	Executive Director,	23-05-1979	23-05-2019	-	-	2	1	0
		MD
Dr	Dr. Lakshmi Venu	Executive Director,	22-03-2010	22-03-2020	-	-	3	2	0
		MD
Mr	Sudarshan Venu	Non-Executive -	02-09-2011	28-06-2022	-	-	3	2	1
		Non Independent
		Director
Mr	Sasikala Varadachari	Non-Executive -	24-10-2018	24-10-2018	-	56.08	3	3	1
		Independent
		Director
Mr	Rajesh Narasimhan	Non-Executive -	24-03-2021	24-03-2021	-	-	1	0	0
		Non Independent
		Director
Mr	K Gopala Desikan	Executive Director	09-02-2022	09-02-2022	-	-	1	1	0
Mr	Anuj Shah	Non-Executive -	29-07-2022	29-07-2022	-	11.03	1	2	1
		Independent
		Director
Mr	C R Dua	Non-Executive -	13-03-2023	13-03-2023	-	3.19	5	4	2
		Independent
		Director

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

1. Composition of Committees

a.	Audit Committee
Sr.	Name of the Director	Category	Chairperson/Membership	Appointment	Cessation Date
No.				Date
1	R Gopalan	NED	Member	29-07-2022	-
2	Sasikala Varadachari	ID	Chairperson	29-07-2022	-
3	Anuj Shah	ID	Member	23-01-2023	-
Company Remarks		-
Whether Permanent chairperson appointed	No
b.	Stakeholders Relationship Committee
Sr.	Name of the Director	Category	Chairperson/Membership	Appointment	Cessation Date
No.				Date
1	Dr. Lakshmi Venu	MD	Member	29-10-2013	-
2	K Gopala Desikan	D & CFO	Member	29-07-2022	-
3	Anuj Shah	ID	Chairperson	23-01-2023	-
Company Remarks		-
Whether Permanent chairperson appointed	Yes
c.	Risk Management Committee
Sr.	Name of the Director	Category	Chairperson/Membership Appointment	Cessation Date
No.				Date
1	R Gopalan	ID	Chairperson	29-07-2022	-
3	Dr. Lakshmi Venu	MD	Member	22-05-2018	-
4	K Gopala Desikan	D & CFO	Member	02-05-2019	-
5	Anuj Shah	ID	Member	23-01-2023
Company Remarks		-
Whether Permanent chairperson appointed	Yes
d. Nomination and Remuneration Committee
Sr.	Name of the Director	Category	Chairperson/Membership	Appointment	Cessation Date
No.				Date
1	R Gopalan	NED	Member	29-07-2022	-
2	Sasikala Varadachari	ID	Chairperson	23-01-2023	-
3	Anuj Shah	ID	Member	29-07-2022	-

Company Remarks

-

Whether Permanent chairperson appointed

No

e. Corporate Social Responsibility Committee

Sr.

Name of the Director

Category

Chairperson/Membership

Appointment

Cessation Date

No.

Date

1

Venu Srinivasan

CE&MD

Chairperson

29-10-2013

-

2

Dr. Lakshmi Venu

MD

Member

29-10-2013

-

4

Anuj Shah

ID

Member

23-01-2023

-

Company Remarks

-

Whether Permanent chairperson appointed

Yes

iii. Meeting of Board of Directors

Date(s) of

Date(s) of

Gap

Whether

Total

Number of

No.of Independent

Meeting (if any)

Meeting (if

between requirement

number of

Directors

Directors attending the

in the previous

any) in the

meetings

of Quorum

Directors

present (All

meeting

quarter

relevant

met

on date of

Directors

quarter

the

including

meeting

Independent

Director)

25-01-2023

-

Yes

8

7

2

13-03-2023

46

Yes

9

9

3

27-03-2023

13

Yes

9

6

3

05-05-2023

38

Yes

9

7

2

iv.

Meeting of Committees

Date(s) of

Total

No. of

meeting

Maximum

Number of

members

Number

No. of

(Enter dates

gap

Whether

Directors

attending

of

Independent

of Previous

between

requirement

(All

the

Sr

Directors

Directors

Name of Committee quarter and

any two

of Quorum

directors

meeting

No

as on

attending

Current

consecutive

met

including

(other

date of

the

quarter in

(in number

(Yes/No)

Independent

than

the

meeting*

chronological

of days)

director)

Board of

meeting

order)

Directors)

1

Audit Committee

25-01-2023

-

Yes

3

3

2

0

27-03-2023

60

Yes

3

3

2

0

05-05-2023

38

Yes

3

3

2

0

2

Nomination and

13-03-2023

-

Yes

3

3

2

0

Remuneration

Committee

05-05-2023

-

Yes

3

3

2

0

• Corporate Social

Responsibility	05-05-2023	78	Yes	3	3	1	0
Committee

v. 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 approval have	Yes	-
been reviewed by Audit Committee
Disclosure of notes on related party transactions and Disclosure of notes
of material related party transactions

vi. Affirmations

Annexure II

SUBJECT

COMPLIANCE

STATUS

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

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 5th May 2023 and was taken on record.

Name	:	R Raja Prakash
Designation	:	Company Secretary & Compliance Officer
Date	:	12-07-2023