General information about company | |
| Scrip code | 950104 |
| NSE Symbol | |
| MSEI Symbol | |
| ISIN | INE146O01014 |
| Name of the entity | Hinduja Leyland Finance Limited |
| Date of start of financial year | 01-04-2022 |
| Date of end of financial year | 31-03-2023 |
| Reporting Quarter | Quarterly |
| Date of Report | 31-12-2022 |
| Risk management committee | Applicable |
| Market Capitalisation as per immediate previous Financial Year | Any other |
Annexure I | |||||||||||||||||||||||||
Annexure I to be submitted by listed entity on quarterly basis | |||||||||||||||||||||||||
I. Composition of Board of Directors | |||||||||||||||||||||||||
| Disclosure of notes on composition of board of directors explanatory | |||||||||||||||||||||||||
| Whether the listed entity has a Regular Chairperson | Yes | ||||||||||||||||||||||||
| Whether Chairperson is related to MD or CEO | No | Disqualification of Directors under section 164 of the Companies Act, 2013 | |||||||||||||||||||||||
| Sr | Title (Mr / Ms) | Name of the Director | PAN | DIN | Category 1 of directors | Category 2 of directors | Category 3 of directors | Date of Birth | Whether the director is disqualified? | Start Date of disqualification | End Date of disqualification | Details of disqualification | Current status | Whether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations] | Date of passing special resolution | Initial Date of appointment | Date of Re-appointment | Date of cessation | Tenure of director (in months) | No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations) | No of Independent Directorship in listed entities including this listed entity (Refer Regulation 17A(1) of Listing Regulations | Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations) | No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations) | Notes for not providing PAN | Notes for not providing DIN |
| 1 | Mr | Dheeraj G Hinduja | ABKPH6165Q | 00133410 | Non-Executive - Non Independent Director | Chairperson | 27-07-1971 | No | Active | No | 30-08-2011 | 14-08-2020 | 1 | 0 | 1 | 0 | |||||||||
| 2 | Mr | S Nagarajan | ADJPN4408P | 00009236 | Executive Director | Not Applicable | 10-06-1948 | No | Active | NA | 12-11-2008 | 22-03-2022 | 0 | 0 | 0 | 0 | |||||||||
| 3 | Mr | Sachin Pillai | ACKPP8384L | 06400793 | Executive Director | Not Applicable | CEO-MD | 06-06-1972 | No | Active | NA | 11-02-2020 | 0 | 0 | 0 | 0 | |||||||||
| 4 | Mr | Gopal Mahadevan | AACPG7248J | 01746102 | Non-Executive - Non Independent Director | Not Applicable | 20-05-1966 | No | Active | No | 16-03-2015 | 20-09-2021 | 1 | 0 | 4 | 0 | |||||||||
I. Composition of Board of Directors | |||||||||||||||||||||||||
Disclosure of notes on composition of board of directors explanatory | |||||||||||||||||||||||||
Whether the listed entity has a Regular Chairperson | |||||||||||||||||||||||||
| Sr | Title (Mr / Ms) | Name of the Director | PAN | DIN | Category 1 of directors | Category 2 of directors | Category 3 of directors | Date of Birth | Whether the director is disqualified? | Start Date of disqualification | End Date of disqualification | Details of disqualification | Current status | Whether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations] | Date of passing special resolution | Initial Date of appointment | Date of Re-appointment | Date of cessation | Tenure of director (in months) | No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations) | No of Independent Directorship in listed entities including this listed entity (Refer Regulation 17A(1) of Listing Regulations | Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations) | No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations) | Notes for not providing PAN | Notes for not providing DIN |
| 5 | Mr | Sudhanshu Tripathi | AAYPT9685J | 06431686 | Non-Executive - Non Independent Director | Not Applicable | 07-06-1959 | No | Active | No | 13-08-2015 | 04-07-2019 | 3 | 0 | 6 | 1 | |||||||||
| 6 | Mr | G S Sundararajan | AASPS1807M | 00361030 | Non-Executive - Independent Director | Not Applicable | 29-05-1960 | No | Active | No | 21-05-2019 | 43 | 1 | 1 | 3 | 3 | |||||||||
| 7 | Mr | R S Sharma | AGLPS9067Q | 00013208 | Non-Executive - Independent Director | Not Applicable | 01-02-1951 | No | Active | No | 23-07-2014 | 23-07-2019 | 101 | 2 | 2 | 8 | 3 | ||||||||
| 8 | Ms | Manju Agarwal | AAGPA1392M | 06921105 | Non-Executive - Independent Director | Not Applicable | 30-12-1957 | No | Active | No | 05-06-2018 | 54 | 3 | 3 | 9 | 4 | |||||||||
I. Composition of Board of Directors | |||||||||||||||||||||||||
Disclosure of notes on composition of board of directors explanatory | |||||||||||||||||||||||||
Whether the listed entity has a Regular Chairperson | |||||||||||||||||||||||||
| Sr | Title (Mr / Ms) | Name of the Director | PAN | DIN | Category 1 of directors | Category 2 of directors | Category 3 of directors | Date of Birth | Whether the director is disqualified? | Start Date of disqualification | End Date of disqualification | Details of disqualification | Current status | Whether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations] | Date of passing special resolution | Initial Date of appointment | Date of Re-appointment | Date of cessation | Tenure of director (in months) | No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations) | No of Independent Directorship in listed entities including this listed entity (Refer Regulation 17A(1) of Listing Regulations | Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations) | No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations) | Notes for not providing PAN | Notes for not providing DIN |
| 9 | Mr | D Sarkar | AISPS8116R | 02502618 | Non-Executive - Independent Director | Not Applicable | 03-11-1953 | No | Active | Yes | 13-08-2015 | 13-08-2020 | 88 | 2 | 2 | 2 | 0 | ||||||||
| 10 | Ms | Bhumika Batra | AKVPB1516H | 03502004 | Non-Executive - Independent Director | Not Applicable | 11-08-1981 | No | Active | No | 04-11-2020 | 25 | 6 | 6 | 10 | 3 | |||||||||
| 11 | Mr | Jean Brunol | DYFPB3063N | 03044965 | Non-Executive - Independent Director | Not Applicable | 23-03-1952 | No | Active | No | 22-03-2022 | 9 | 1 | 1 | 1 | 0 | |||||||||
Audit Committee Details | |||||||
| Whether the Audit Committee has a Regular Chairperson | Yes | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
| 1 | 00361030 | G S Sundararajan | Non-Executive - Independent Director | Chairperson | 21-05-2019 | ||
| 2 | 02502618 | D Sarkar | Non-Executive - Independent Director | Member | 30-03-2015 | ||
| 3 | 03502004 | Bhumika Batra | Non-Executive - Independent Director | Member | 17-05-2022 | ||
| 4 | 01746102 | Gopal Mahadevan | Non-Executive - Non Independent Director | Member | 15-04-2015 | ||
| 5 | 00013208 | R S Sharma | Non-Executive - Independent Director | Member | 14-03-2018 | ||
Nomination and remuneration committee | |||||||
| Whether the Nomination and remuneration committee has a Regular Chairperson | Yes | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
| 1 | 00013208 | R S Sharma | Non-Executive - Independent Director | Chairperson | 30-03-2015 | ||
| 2 | 00133410 | Dheeraj G Hinduja | Non-Executive - Non Independent Director | Member | 13-07-2012 | ||
| 3 | 02502618 | D Sarkar | Non-Executive - Independent Director | Member | 30-03-2015 | ||
| 4 | 06431686 | Sudhanshu Tripathi | Non-Executive - Non Independent Director | Member | 26-09-2015 | ||
| 5 | 03502004 | Bhumika Batra | Non-Executive - Independent Director | Member | 03-06-2021 | ||
Stakeholders Relationship Committee | |||||||
| Whether the Stakeholders Relationship Committee has a Regular Chairperson | Yes | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
| 1 | 06921105 | Manju Agarwal | Non-Executive - Independent Director | Chairperson | 05-06-2018 | ||
| 2 | 06400793 | Sachin Pillai | Executive Director | Member | 03-06-2021 | ||
| 3 | 06431686 | Sudhanshu Tripathi | Non-Executive - Non Independent Director | Member | 02-01-2016 | ||
Risk Management Committee | |||||||
| Whether the Risk Management Committee has a Regular Chairperson | Yes | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
| 1 | 02502618 | D Sarkar | Non-Executive - Independent Director | Chairperson | 02-11-2015 | ||
| 2 | 00009236 | S Nagarajan | Executive Director | Member | 02-11-2015 | ||
| 3 | 00013208 | R S Sharma | Non-Executive - Independent Director | Member | 30-03-2015 | ||
| 4 | 01746102 | Gopal Mahadevan | Non-Executive - Non Independent Director | Member | 20-06-2020 | ||
| 5 | 00133410 | Dheeraj G Hinduja | Non-Executive - Non Independent Director | Member | 03-06-2021 | ||
Corporate Social Responsibility Committee | |||||||
| Whether the Corporate Social Responsibility Committee has a Regular Chairperson | Yes | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
| 1 | 00133410 | Dheeraj G Hinduja | Non-Executive - Non Independent Director | Chairperson | 15-04-2015 | ||
| 2 | 00009236 | S Nagarajan | Executive Director | Member | 09-05-2014 | ||
| 3 | 06431686 | Sudhanshu Tripathi | Non-Executive - Non Independent Director | Member | 12-02-2016 | ||
| 4 | 03502004 | Bhumika Batra | Non-Executive - Independent Director | Member | 03-06-2021 | ||
Other Committee | ||||||
| Sr | DIN Number | Name of Committee members | Name of other committee | Category 1 of directors | Category 2 of directors | Remarks |
Annexure 1 | ||||||||
Annexure 1 | ||||||||
III. Meeting of Board of Directors | ||||||||
| Disclosure of notes on meeting of board of directors explanatory | ||||||||
| Sr | Date(s) of meeting (if any) in the previous quarter | Date(s) of meeting (if any) in the current quarter | Maximum gap between any two consecutive (in number of days) | Notes for not providing Date | Whether requirement of Quorum met (Yes/No) | Total Number of Directors as on date of the meeting | Number of Directors present* (All directors including Independent Director) | No. of Independent Directors attending the meeting* |
| 1 | 22-07-2022 | Yes | 11 | 10 | 6 | |||
| 2 | 05-08-2022 | 13 | Yes | 11 | 10 | 6 | ||
| 3 | 08-08-2022 | 2 | Yes | 11 | 10 | 6 | ||
| 4 | 16-08-2022 | 7 | Yes | 11 | 11 | 6 | ||
| 5 | 19-09-2022 | 33 | Yes | 11 | 11 | 6 | ||
| 6 | 13-10-2022 | 23 | Yes | 11 | 10 | 6 | ||
| 7 | 17-10-2022 | 3 | Yes | 11 | 8 | 5 | ||
| 8 | 01-11-2022 | 14 | Yes | 11 | 10 | 6 | ||
| 9 | 25-11-2022 | 23 | Yes | 11 | 11 | 6 | ||
| 10 | 30-12-2022 | 34 | Yes | 11 | 11 | 6 | ||
Annexure 1 | ||||||||||
IV. Meeting of Committees | ||||||||||
| Disclosure of notes on meeting of committees explanatory | ||||||||||
| Sr | Name of Committee | Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) | Maximum gap between any two consecutive (in number of days) | Name of other committee | Reson for not providing date | Whether requirement of Quorum met (Yes/No) | Total Number of Directors in the Committee as on date of the meeting | Number of Directors Present (All Directors including Independent Director) | No. of Independent Directors attending the meeting* | No. of members attending the meeting (other than Board of Directors) |
| 1 | Audit Committee | 22-07-2022 | Yes | 5 | 5 | 4 | 0 | |||
| 2 | Audit Committee | 05-08-2022 | 13 | Yes | 5 | 5 | 4 | 0 | ||
| 3 | Audit Committee | 08-08-2022 | 2 | Yes | 5 | 5 | 4 | 0 | ||
| 4 | Audit Committee | 16-08-2022 | 7 | Yes | 5 | 5 | 4 | 0 | ||
| 5 | Audit Committee | 19-09-2022 | 33 | Yes | 5 | 5 | 4 | 0 | ||
| 6 | Audit Committee | 31-10-2022 | 41 | Yes | 5 | 5 | 4 | 0 | ||
Annexure 1 | ||||||||||
IV. Meeting of Committees | ||||||||||
| Sr | Name of Committee | Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) | Maximum gap between any two consecutive (in number of days) | Name of other committee | Reson for not providing date | Whether requirement of Quorum met (Yes/No) | Total Number of Directors in the Committee as on date of the meeting | Number of Directors Present (All Directors including Independent Director) | No. of Independent Directors attending the meeting* | No. of members attending the meeting (other than Board of Directors) |
| 7 | Audit Committee | 25-11-2022 | 24 | Yes | 5 | 5 | 4 | 0 | ||
| 8 | Nomination and remuneration committee | 25-08-2022 | Yes | 5 | 5 | 3 | 0 | |||
| 9 | Nomination and remuneration committee | 28-10-2022 | 63 | Yes | 5 | 5 | 3 | 0 | ||
| 10 | Stakeholders Relationship Committee | 27-10-2022 | Yes | 3 | 3 | 1 | 0 | |||
| 11 | Risk Management Committee | 21-07-2022 | Yes | 5 | 4 | 2 | 0 | |||
| 12 | Risk Management Committee | 01-11-2022 | 102 | Yes | 5 | 4 | 2 | 0 | ||
| 13 | Corporate Social Responsibility Committee | 28-10-2022 | Yes | 4 | 4 | 1 | 0 | |||
Annexure 1 | |||
V. Related Party Transactions | |||
| Sr | Subject | Compliance status (Yes/No/NA) | If status is “No” details of non-compliance may be given here. |
| 1 | Whether prior approval of audit committee obtained | Yes | |
| 2 | Whether shareholder approval obtained for material RPT | NA | |
| 3 | Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit Committee | Yes | |
Annexure 1 | ||
VI. Affirmations | ||
| Sr | Subject | Compliance status (Yes/No) |
| 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 a. Audit Committee | Yes |
| 3 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committee | Yes |
| 4 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committee | Yes |
| 5 | 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) | Yes |
| 6 | 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 |
| 7 | 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 |
| 8 | This report and/or the report submitted in the previous quarter has been placed before Board of Directors. | Yes |
Annexure 1 | ||
| Sr | Subject | Compliance status |
| 1 | Name of signatory | B Shanmugasundaram |
| 2 | Designation | Company Secretary and Compliance Officer |
Signatory Details | |
| Name of signatory | B Shanmugasundaram |
| Designation of person | Company Secretary and Compliance Officer |
| Place | Chennai |
| Date | 21-01-2023 |