Sundaram Clayton : Compliance Report on Corporate Governance for quarter ending 31stDecember 2022

ANNEXURE I

Format to be submitted by listed entity on quarterly basis

1. Name of Listed Entity - Sundaram - Clayton Limited

2. Quarter ending

- 31st December 2022

1. Composition of Board of Director

Title

Name of the Director

Mr	R Gopalan
Mr	Venu Srinivasan
Dr.	Lakshmi Venu
Mr	Sudarshan Venu
Mr	P J Jacob
Ms	Sasikala Varadachari
Mr	Rajesh Narasimhan
Mr	K Gopala Desikan
Mr	Anuj Shah

Category

Non-Executive - Non

Independent Director

Executive Director

Executive Director

Non-Executive - Non

Independent Director

Non-Executive -

Independent Director

Non-Executive -

Independent Director

Non-Executive - Non

Independent Director

Executive Director

Non-Executive -

Independent Director

Initial Date

of

Appointment

29-07-2022

23-05-1979

22-03-2010

02-09-2011

21-08-2014

24-10-2018

24-03-2021

09-02-2022

29-07-2022

Date of
Appointment
in Current	Date of
Term (Date	cessation
of Re-
appointment)
-	-
23-05-2019	-
22-03-2020	-
-	-
21-08-2019	-
24-10-2018	-
-	-
-	-
29-07-2022	-

Tenure

of

Director

(in

months)

-

-

-

-

100

50

-

-

5

		No of post of
No of	Number of	Chairperson
Directorship	memberships	in Audit/
in listed	in Audit/	Stakeholder
entities	Stakeholder	Committee
including	Committee(s)	held in listed
this listed	including this	entities
entity	listed entity	including this
		listed entity
3	6	1
2	1	0
3	2	0
3	2	1
1	2	2
3	3	1
1	0	0
1	1	0
1	0	0

Company Remarks	-
Whether Permanent chairperson appointed	Yes
Whether Chairperson is related to Promoter	No

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	22-05-2018	-
2	R Gopalan	NED	Member	29-07-2022	-
3	Sasikala Varadachari	ID	Member	29-07-2022	-
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	Lakshmi Venu	ED	Member	29-07-2022	-
2	P J Jacob	NE-ID	Chairperson	29-10-2023	-
3	K Gopala Desikan	ED	Member	29-07-2022	-
Company Remarks		-
Whether Permanent chairperson appointed	Yes

1. Risk Management Committee

Sr.	Name of the Director	Category	Chairperson/Membership	Appointment Date	Cessation Date
No.
1	P J Jacob	NE-ID	Member	22-05-2018	-
2	R Gopalan	NE	Chairperson	29-07-2022	-
3	Lakshmi Venu	ED	Member	22-05-2018	-
4	K Gopala Desikan	ED	Member	02-05-2019	-
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	P J Jacob	NE-ID	Chairperson	29-10-2013	-
2	R Gopalan	NE	Member	29-07-2022	-
3	Anuj Shah	NE-ID	Member	29-07-2022	-
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	ED	Chairperson	29-10-2013	-
2	Lakshmi Venu	ED	Member	29-10-2013	-
3	P J Jacob	NE-ID	Member	29-10-2013	-

Company Remarks	-
Whether Permanent chairperson appointed	Yes
iii.	Meeting of Board of Directors

Date(s) of meeting			Total
Maximum gap		Number of
(Enter dates of
between any two	Whether requirement of	Directors as
Sr No Previous quarter and
consecutive (in	Quorum met (Yes/No)	on date of
Current quarter in
number of days)		the
chronological order)
		meeting

Number of
Directors	No. of
present*	Independent
(All directors	Directors
including	attending the
Independent	meeting*
Director)

1	29-07-2022	-	Yes	9	9	3
2	25-08-2022	26	Yes	9	8	3
3	07-11-2022	73	Yes	9	9	3

Note - As on the Board meeting held on 29th July 2022,	there were 13 directors including 4 Independent Directors; viz;
Mr. S Santhanakrishnan, V Subramanian, MR. Kamlesh Gandhi and	Mr. R Vijayaraghavan who ceased as directors on the Board w.e.f 20th

August 2022 due to completion of tenure of thier Independent Directorship.

1. Meeting of Committees

		Date(s) of meeting
		(Enter dates of	Maximum gap
Sr		Previous quarter	between any
Name of Committee	and Current	two consecutive
No
	quarter in	(in number of
		chronological	days)
		order)
1	Audit Committee	29-07-2022	-
		25-08-2022	26
		07-11-2022	73
2	Nomination and	29-07-2022	-
	remuneration committee
4	Stakeholders Relationship	29-07-2022	-
	Committee
		07-11-2022	100
5	Risk Management	29-07-2022	-
	Committee

1. Related Party Transactions Subject

Whether prior approval of audit committee obtained Whether shareholder approval obtained for material RPT Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit Committee

Disclosure of notes on related party transactions and Disclosure of notes of material related party transactions

Whether	Total
Number of
requirement of
Directors as
Quorum met
on date of
(Yes/No)
the meeting
Yes	3
Yes	3
Yes	3
Yes	4
Yes	5
Yes	3
Yes	3

Compliance status
(Yes/No/NA)
Yes	-
Not Applicable	-
Yes	-

-

		No. of
Number of	No. of	members
Directors (All	attending
Independent
directors	the
Directors
including	meeting
attending the
Independent	(other than
meeting*
director)	Board of
		Directors)
3	3	-
2	2	-
3	2	-
4	4	-
5	3	-
3	1	-
3	1	-

Remark

VI. Affirmations

Sr

Subject

• The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015

The composition of the following committees is in terms of SEBI (Listing obligations and disclosure

• requirements) Regulations, 2015 a. Audit Committee

The composition of the following committees is in terms of SEBI (Listing obligations and disclosure

• requirements) Regulations, 2015.
  b. Nomination & remuneration committee

The composition of the following committees is in terms of SEBI (Listing obligations and disclosure

• requirements) Regulations, 2015.
  c. Stakeholders relationship committee

The composition of the following committees is in terms of SEBI (Listing obligations and disclosure

• requirements) Regulations, 2015.
  d. Risk management committee (applicable to the top 1000 listed entities)

• The committee members have been made aware of their powers, role and responsibilities as specified in 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 in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.

• This report and/or the report submitted in the previous quarter has been placed before Board of Directors.

Compliance

status (Yes/No)

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

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 7th November 2022 and was taken on record.

Name	:	R Raja Prakash
Designation	:	Company Secretary & Compliance Officer