General information about company

Scrip code950104
NSE Symbol
MSEI Symbol
ISININE146O01014
Name of the entityHINDUJA LEYLAND FINANCE LIMITED
Date of start of financial year01-04-2022
Date of end of financial year31-03-2023
Reporting QuarterHalf Yearly
Date of Report30-09-2022
Risk management committeeApplicable
Market Capitalisation as per immediate previous Financial YearAny 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 ChairpersonYes
Whether Chairperson related to PromoterNoDisqualification of Directors under section 164 of the Companies Act, 2013
SrTitle (Mr / Ms)Name of the DirectorPANDINCategory 1 of directorsCategory 2 of directorsCategory 3 of directors Date of BirthWhether the director is disqualified?Start Date of disqualificationEnd Date of disqualificationDetails of disqualificationCurrent statusWhether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations]Date of passing special resolutionInitial Date of appointmentDate of Re-appointmentDate of cessationTenure 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 RegulationsNumber 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 PANNotes for not providing DIN
1MrDheeraj G HindujaABKPH6165Q00133410Non-Executive - Non Independent DirectorChairperson27-07-1971NoActiveNo30-08-201114-08-20201010
2MrS NagarajanADJPN4408P00009236Executive DirectorNot Applicable10-06-1948NoActiveNA12-11-200801-04-20220000
3MrSachin PillaiACKPP8384L06400793Executive DirectorNot ApplicableCEO-MD06-06-1972NoActiveNA11-02-20200000
4MrGopal MahadevanAACPG7248J01746102Non-Executive - Non Independent DirectorNot Applicable20-05-1966NoActiveNo16-03-201520-09-20211030



I. Composition of Board of Directors

Disclosure of notes on composition of board of directors explanatory

Whether the listed entity has a Regular Chairperson

SrTitle (Mr / Ms)Name of the DirectorPANDINCategory 1 of directorsCategory 2 of directorsCategory 3 of directors Date of BirthWhether the director is disqualified?Start Date of disqualificationEnd Date of disqualificationDetails of disqualificationCurrent statusWhether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations]Date of passing special resolutionInitial Date of appointmentDate of Re-appointmentDate of cessationTenure 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 RegulationsNumber 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 PANNotes for not providing DIN
5MrSudhanshu TripathiAAYPT9685J06431686Non-Executive - Non Independent DirectorNot Applicable07-06-1959NoActiveNo13-08-201504-07-20193061
6MrG S SundararajanAASPS1807M00361030Non-Executive - Independent DirectorNot Applicable29-05-1960NoActiveNo21-05-2019401144
7MrR S SharmaAGLPS9067Q00013208Non-Executive - Independent DirectorNot Applicable01-02-1951NoActiveNo23-07-201423-07-2019982283
8MsManju AgarwalAAGPA1392M06921105Non-Executive - Independent DirectorNot Applicable30-12-1957NoActiveNo05-06-2018513394



I. Composition of Board of Directors

Disclosure of notes on composition of board of directors explanatory

Whether the listed entity has a Regular Chairperson

SrTitle (Mr / Ms)Name of the DirectorPANDINCategory 1 of directorsCategory 2 of directorsCategory 3 of directors Date of BirthWhether the director is disqualified?Start Date of disqualificationEnd Date of disqualificationDetails of disqualificationCurrent statusWhether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations]Date of passing special resolutionInitial Date of appointmentDate of Re-appointmentDate of cessationTenure 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 RegulationsNumber 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 PANNotes for not providing DIN
9MrD SarkarAISPS8116R02502618Non-Executive - Independent DirectorNot Applicable03-11-1953NoActiveYes13-08-201513-08-2020852220
10MsBhumika BatraAKVPB1516H03502004Non-Executive - Independent DirectorNot Applicable11-08-1981NoActiveNo04-11-20202266103
11MrJean BrunolDYFPB3063N03044965Non-Executive - Independent DirectorNot Applicable23-03-1952NoActiveNo22-03-202261110




Audit Committee Details

Whether the Audit Committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
100361030G S SundararajanNon-Executive - Independent DirectorChairperson21-05-2019
202502618D SarkarNon-Executive - Independent DirectorMember30-03-2015
303502004Bhumika BatraNon-Executive - Independent DirectorMember17-05-2022
401746102Gopal MahadevanNon-Executive - Non Independent DirectorMember15-04-2015
500013208R S SharmaNon-Executive - Independent DirectorMember14-03-2018


Nomination and remuneration committee

Whether the Nomination and remuneration committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
100013208R S SharmaNon-Executive - Independent DirectorChairperson30-03-2015
200133410Dheeraj G HindujaNon-Executive - Non Independent DirectorMember13-07-2012
302502618D SarkarNon-Executive - Independent DirectorMember30-03-2015
406431686Sudhanshu TripathiNon-Executive - Non Independent DirectorMember26-09-2015
503502004Bhumika BatraNon-Executive - Independent DirectorMember03-06-2021


Stakeholders Relationship Committee

Whether the Stakeholders Relationship Committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
106921105Manju AgarwalNon-Executive - Independent DirectorChairperson05-06-2018
206400793Sachin PillaiExecutive DirectorMember03-06-2021
306431686Sudhanshu TripathiNon-Executive - Non Independent DirectorMember02-01-2016


Risk Management Committee

Whether the Risk Management Committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
102502618D SarkarNon-Executive - Independent DirectorChairperson02-11-2015
200009236S NagarajanExecutive DirectorMember02-11-2015
300013208R S SharmaNon-Executive - Independent DirectorMember30-03-2015
401746102Gopal MahadevanNon-Executive - Non Independent DirectorMember20-06-2020
500133410Dheeraj G HindujaNon-Executive - Non Independent DirectorMember03-06-2021


Corporate Social Responsibility Committee

Whether the Corporate Social Responsibility Committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
100133410Dheeraj G HindujaNon-Executive - Non Independent DirectorChairperson15-04-2015
200009236S NagarajanExecutive DirectorMember09-05-2014
306431686Sudhanshu TripathiNon-Executive - Non Independent DirectorMember12-02-2016
403502004Bhumika BatraNon-Executive - Independent DirectorMember03-06-2021


Other Committee

SrDIN NumberName of Committee membersName of other committeeCategory 1 of directorsCategory 2 of directorsRemarks

Annexure 1

Annexure 1

III. Meeting of Board of Directors

Disclosure of notes on meeting of board of directors explanatory
SrDate(s) of meeting (if any) in the previous quarterDate(s) of meeting (if any) in the current quarterMaximum gap between any two consecutive (in number of days)Notes for not providing DateWhether requirement of Quorum met (Yes/No)Total Number of Directors as on date of the meetingNumber of Directors present* (All directors including Independent Director)No. of Independent Directors attending the meeting*
117-05-2022Yes11116
215-06-202228Yes11116
322-07-202236Yes11106
405-08-202213Yes11106
508-08-20222Yes11106
616-08-20227Yes11116
719-09-202233Yes11116



Annexure 1

IV. Meeting of Committees

Disclosure of notes on meeting of committees explanatory
SrName of CommitteeDate(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 committeeReson for not providing dateWhether requirement of Quorum met (Yes/No)Total Number of Directors as on date of the meetingNumber of Directors (All directors including Independent director)No. of Independent Directors attending the meeting* No. of members attending the meeting (other than Board of Directors)
1Audit Committee16-05-2022Yes5540
2Audit Committee22-07-202266Yes5540
3Audit Committee05-08-202213Yes5540
4Audit Committee08-08-20222Yes5540
5Audit Committee16-08-20227Yes5540
6Audit Committee19-09-202233Yes5540



Annexure 1

IV. Meeting of Committees

SrName of CommitteeDate(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 committeeReson for not providing dateWhether requirement of Quorum met (Yes/No)Total Number of Directors as on date of the meetingNumber of Directors (All directors including Independent director)No. of Independent Directors attending the meeting* No. of members attending the meeting (other than Board of Directors)
7Nomination and remuneration committee13-05-2022Yes5530
8Nomination and remuneration committee25-08-2022103Yes5530
9Stakeholders Relationship Committee14-05-2022Yes3310
10Risk Management Committee17-05-20222Yes5320
11Risk Management Committee21-07-202264Yes5420
12Corporate Social Responsibility Committee13-05-2022Yes4410



Annexure 1

V. Related Party Transactions

SrSubjectCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
1Whether prior approval of audit committee obtainedYes
2Whether shareholder approval obtained for material RPTNA
3Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit CommitteeYes
Disclosure of notes on related party transactions Textual Information(1)


Text Block

Textual Information(1)
For the quarter ended 30th September, 2022, Related Party Transactions will be reviewed in the ensuing Audit Committee Meeting while reviewing the Unaudited Financials for the quarter ended 30th September, 2022



Annexure 1

VI. Affirmations

SrSubjectCompliance status (Yes/No)
1The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015Yes
2The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit CommitteeYes
3The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committeeYes
4The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committeeYes
5The 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
6The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.Yes
7The 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
8This report and/or the report submitted in the previous quarter has been placed before Board of Directors.Yes
9Any comments/observations/advice of Board of Directors may be mentioned here:Textual Information(1)

Annexure 1

SrSubjectCompliance status
1Name of signatoryB Shanmugasundaram
2DesignationCompany 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.




Annexure III

III. Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
1Copy of the annual report including balance sheet, profit and loss account, directors report, corporate governance report, business responsibility report displayed on website46(2)Yes
2Presence of Chairperson of Audit Committee at the Annual General Meeting18(1)(d)Yes
3Presence of Chairperson of the nomination and remuneration committee at the annual general meeting19(3)Yes
4Presence of Chairperson of the Stakeholder Relationship committee at the annual general meeting20(3) Yes
5Whether “Corporate Governance Report” disclosed in Annual Report34(3) read with para C of Schedule VYes
Any other information to be provided




Annexure III

1Name of signatoryB Shanmugasundaram
2DesignationCompany Secretary and Compliance Officer




Additional Half yearly Disclosure

Applicability of disclosure Applicable
Reason for Non Applicability Textual Information(1)

I. Disclosure of Loans/ guarantees/comfort letters /securities etc.refer note below

(A)Any loan or any other form of debt advanced by the listed entity directly or indirectly to
EntityAggregate amount advanced during six monthsBalance outstanding at the end of six months
Promoter or any other entity controlled by them8000000055955342.17
Promoter Group or any other entity controlled by them00
Directors (including relatives) or any other entity controlled by them00
KMPs or any other entity controlled by them00

(B) Any guarantee / comfort letter (by whatever name called) provided by the listed entity directly or indirectly, in connection with any loan(s) or any other form of debt availed By

EntityType (guarantee, comfort letter etc.)Aggregate amount of issuance during six monthsBalance outstanding at the end of six months(taking into account any invocation)
Promoter or any other entity controlled by themNIL00
Promoter Group or any other entity controlled by themNIL00
Directors (including relatives) or any other entity controlled by themNIL00
KMPs or any other entity controlled by themNIL00

(C) Any security provided by the listed entity directly or indirectly, in connection with any loan(s) or any other form of debt availed by

EntityType of security (cash, shares etc.)Aggregate value of security provided during six monthsBalance outstanding at the end of six months
Promoter or any other entity controlled by themNIL00
Promoter Group or any other entity controlled by themNIL00
Directors (including relatives) or any other entity controlled by them NIL00
KMPs or any other entity controlled by themNIL00
(D) Additional InformationTextual Information(2)

II. Affirmations

AffirmationsCompliance StatusCompany Remarks
All loans (or other form of debt), guarantees, comfort letters (by whatever name called) or securities in connection with any loan(s) (or other form of debt) given directly or indirectly by the listed entity to promoter(s), promoter group, director(s) (including their relatives), key managerial personnel (including their relatives) or any entity controlled by them are in the economic interest of the company.YesTextual Information(3)
Name VIKAS JAIN
Designation CFO
Place CHENNAI
Date14-10-2022

Signatory Details

Name of signatoryB Shanmugasundaram
Designation of personCompany Secretary and Compliance Officer
PlaceCHENNAI
Date14-10-2022