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 | 30-06-2022 |
| 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 | |||||||||||||||||||
| 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 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 | 30-08-2011 | 14-08-2020 | 1 | 0 | 1 | 0 | ||||||
| 2 | Mr | S Nagarajan | ADJPN4408P | 00009236 | Executive Director | Not Applicable | 10-06-1948 | NA | 12-11-2008 | 01-04-2020 | 0 | 0 | 0 | 0 | ||||||
| 3 | Mr | Sachin Pillai | ACKPP8384L | 06400793 | Executive Director | Not Applicable | CEO-MD | 06-06-1972 | 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 | 16-03-2015 | 20-09-2020 | 1 | 0 | 2 | 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 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 | 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 | 21-05-2019 | 37 | 0 | 0 | 1 | 1 | ||||||
| 7 | Mr | R S Sharma | AGLPS9067Q | 00013208 | Non-Executive - Independent Director | Not Applicable | 01-02-1951 | No | 23-07-2014 | 23-07-2019 | 95 | 2 | 2 | 8 | 3 | |||||
| 8 | Ms | Manju Agarwal | AAGPA1392M | 06921105 | Non-Executive - Independent Director | Not Applicable | 30-12-1957 | No | 05-06-2018 | 48 | 3 | 3 | 8 | 3 | ||||||
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 | Chairperson | 02-11-2015 | ||
| 2 | 00009236 | S Nagarajan | Executive-Non-Independent | Member | 02-11-2015 | ||
| 3 | 00013208 | R S Sharma | Non-Executive-Independent | Member | 30-03-2015 | ||
| 4 | 01746102 | Gopal Mahadevan | Non-Executive-Non-Independent | Member | 20-06-2020 | ||
| 5 | 00133410 | Dheeraj G Hinduja | Non-Executive-Non-Independent | Member | 03-06-2021 | ||
Corporate Social Responsibility Committee | |||||||
| Whether the Corporate Social Responsibility Committee has a Regular Chairperson | |||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
Other Committee | ||||||
| Sr | DIN Number | Name of Committee members | Name of other committee | Category 1 of directors | Category 2 of directors | Remarks |
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) | Number of Directors present* (All directors including Independent Director) | No. of Independent Directors attending the meeting* |
| 1 | Audit Committee | 07-02-2022 | Yes | 5 | 4 | |||
| 2 | Audit Committee | 16-03-2022 | 36 | Yes | 5 | 4 | ||
| 3 | Audit Committee | 16-05-2022 | 60 | Yes | 5 | 4 | ||
| 4 | Nomination and remuneration committee | 22-03-2022 | Yes | 5 | 3 | |||
| 5 | Nomination and remuneration committee | 13-05-2022 | Yes | 5 | 3 | |||
| 6 | Stakeholders Relationship Committee | 14-05-2022 | Yes | 3 | 1 | |||
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 | |
| Disclosure of notes on related party transactions | Textual Information(1) | ||
Text Block | |
| Textual Information(1) | For the quarter ended 30th June, 2022, Related Party Transactions will be reviewed in the ensuing Audit Committee Meeting while reviewing the Unaudited Financials for the quarter ended 30th June, 2022 |
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 500 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 | |
| 9 | Any comments/observations/advice of Board of Directors may be mentioned here: | Textual Information(1) | |
Annexure 1 | ||
| Sr | Subject | Compliance status |
| 1 | Name of signatory | B Shanmugasundaram |
| 2 | Designation | Company Secretary and Compliance Officer |
Text Block | |
| Textual Information(1) | With reference to Market Capitalisation as per immediate previous Financial Year we have chosen Any other since we are a debt listed Company and not equity listed. |
Signatory Details | |
| Name of signatory | B Shanmugasundaram |
| Designation of person | Company Secretary and Compliance Officer |
| Place | CHENNAI |
| Date | 13-07-2022 |