Sundaram Clayton : Compliance Report on Corporate Governance for quarter ending 31st March 2023

ANNEXURE I

Format to be submitted by listed entity on quarterly basis

1. Name of Listed Entity - Sundaram Clayton Limited

2. Quarter ending

- 31st March 2023

1. Composition of Board of Director

Title	Name of the	Category	Initial Date of	Date of	Date of	Tenure	No of	Number of	No of post of
	Director		Appointment Appointment i	cessation	of	Directorshi	memberships in	Chairperson
				Current Term		Director	p in listed	Audit/	in Audit/
				(Date of Re-		(in	entities	Stakeholder	Stakeholder
				appointment)		months)	including	Committee(s)	Committee
							this listed	including this	held in listed
							entity	listed entity	entities
									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 - Non	02-09-2011	28-06-2022	-	-	3	2	1
		Independent Director
Mr	Sasikala Varadachari	Non-Executive -		24-10-2018	-	53	3	3	2
		Independent Director	24-10-2018
Mr	Rajesh Narasimhan	Non-Executive - Non	24-03-2021	24-03-2021	-	-	1	0	0
		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	-	8	1	2	1
		Independent Director
Mr	C R Dua	Non-Executive -	13-03-2023	13-03-2023	-	-	5	4	2
		Independent Director
Mr	P J Jacob	Non-Executive -	21-08-2014	21-08-2019	22-01-2023	101	0	0	0
		Independent Director

Company Remarks	- Mr. Perumpacheruvilla Johnson Jacob, an Independent Director of the
	Company, deceased on 22nd January 2023.
	- Consequent to demise of Mr Perumpacheruvilla Johnson Jacob as director of the
	Company effective 22nd January 2023, the Audit Committee (AC), Risk
	Management Committee (RMC), Corporate Social Responsibility Committee
	(CSRC), Stakeholders Relationship Committee (SRC) and Nomination and
	Remuneration Committee (NRC) were reconstituted.
	Out of these committees, AC and NRC were reconstituted without a regular
	Chairperson.
	Pursuant to FAQ No. 29 contained in the NSE Circular No: NSE/CML/2023/31
	dated 10th April 2023 on FAQ on CG report, we have mentioned Ms Sasikala
	Varadachari, who chaired the latest AC and NRC meetings as Chairperson in this
	report, although these committee do not have a regular Chairperson.
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	-
4	P J Jacob	ID	Chairperson	22-05-2018	-

Company Remarks	Consequent to demise of Mr Perumpacheruvilla Johnson Jacob as
	director of the Company effective 22nd January 2023, the Audit
	Committee (AC), Risk Management Committee (RMC), Corporate
	Social Responsibility Committee (CSRC), Stakeholders Relationship
	Committee (SRC) and Nomination and Remuneration Committee
	(NRC) were reconstituted.
	Out of these committees, AC and NRC were reconstituted without
	a regular Chairperson.
	Pursuant to FAQ No. 29 contained in the NSE Circular No:
	NSE/CML/2023/31 dated 10th April 2023 on FAQ on CG report, we
	have mentioned Ms Sasikala Varadachari, who chaired the latest
	AC and NRC meetings as Chairperson in this report, although
	these committee do not have a regular Chairperson.
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

4	P J Jacob	ID	Chairperson	29-07-2022	22-01-2023
Company Remarks		Mr. Perumpacheruvilla Johnson Jacob, Independent Director of
			the Company, was the Chairperson of the Committee.
			Subsequent to his demise on 22nd January 2023, the meeting
			of the Committee was not convened during the quarter ended
			31st March 2023.
			Subsequently Mr Anuj Shah, Independent Director was
			appointed as Chairperson of the Committee effective 23rd
			January 2023.
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	-
2	P J Jacob	ID	Member	22-01-2023	22-01-2023
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
4	P J Jacob	ID	Chairperson	29-10-2013	22-01-2023
Company Remarks		Consequent to demise of Mr Perumpacheruvilla Johnson Jacob
			as director of the Company effective 22nd January 2023, the
			Audit Committee (AC), Risk Management Committee (RMC),
			Corporate Social Responsibility Committee (CSRC), Stakeholders
			Relationship Committee (SRC) and Nomination and
			Remuneration Committee (NRC) were reconstituted.
			Out of these committees, AC and NRC were reconstituted
			without a regular Chairperson.
			Pursuant to FAQ No. 29 contained in the NSE Circular No:
			NSE/CML/2023/31 dated 10th April 2023 on FAQ on CG report,
			we have mentioned Ms Sasikala Varadachari, who chaired the
			latest AC and NRC meetings as Chairperson in this report,
			although these committee do not have a regular Chairperson.
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	-
3	P J Jacob			ID		Member		29-10-2013	22-01-2023
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 between	Whether		Number of	Number of
Meeting (if	Meeting (if		meetings		requirement	Directors	Independent
any) in the	any) in the				of Quorum	present	Directors present
previous	relevant				met		(other than
quarter	quarter						IDs)
07-11-2022	25-01-2023		78		Yes		7	2
		13-03-2023		46		Yes		9	3
		27-03-2023		13		Yes		6	3
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	07-11-2022		-		Yes
		25-01-2023		78		Yes
		27-03-2023		60		Yes
2	Nomination and					Yes
	Remuneration	13-03-2023		-
	Committee
3	Stakeholder					Yes
	Relationship	07-11-2022		-
	Committee
4	Risk Management	25-01-2023		78		Yes
	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

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. - 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 25th January 2023 and was taken on record.

Annexure II

SUBJECT

The composition of board of directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015

The composition of audit committee is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015

The composition of the nomination and remuneration committee is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015

The composition of the stakeholders relationship committee is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015

The composition of the risk management committee is in terms of SEBI (Listing 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 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, 2015

5.This report and/or the report submitted in the previous quarter has been placed before board of directors

COMPLIANCE

STATUS

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes