General information about company

Scrip code500477
NSE SymbolASHOKLEY
MSEI SymbolNOTLISTED
ISININE208A01029
Name of the entityASHOK LEYLAND LIMITED
Date of start of financial year01-04-2019
Date of end of financial year31-03-2020
Reporting QuarterYearly
Date of Report31-03-2020
Risk management committeeApplicable
Market Capitalisation as per immediate previous Financial YearTop 500 listed entities



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
Wether the listed entity has a Regular ChairpersonYes
Whether Chairperson is related to MD or CEONo
SrTitle (Mr / Ms)Name of the DirectorPANDINCategory 1 of directorsCategory 2 of directorsCategory 3 of directors Date of BirthWhether 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 GOPICHAND HINDUJAABKPH6165Q00133410Non-Executive - Non Independent DirectorChairperson related to Promoter27-07-1971NA03-09-199631-07-20191010
2MrVIPIN SONDHIAAKPS0454J00327400Executive DirectorNot ApplicableCEO-MD27-04-1960NA08-11-20191000
3MrANDREAS HUBERTUS BIAGOSCHBBAPH7908G06570499Non-Executive - Independent DirectorNot ApplicableShareholder Director22-05-1955Yes31-07-201926-07-201426-07-2019681100
4MrANDREW CHARLES PALMEREWCPP7722N02155231Non-Executive - Independent DirectorNot ApplicableShareholder Director30-06-1963NA04-11-201504-11-2015531100



I. Composition of Board of Directors

Disclosure of notes on composition of board of directors explanatory

Wether 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 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
5MrsMANISHA GIROTRAAAEPG5908M00774574Non-Executive - Independent DirectorNot ApplicableShareholder Director09-07-1969NA29-06-201529-06-2015571110
6MrJEAN BRUNOLDYFPB3063N03044965Non-Executive - Independent DirectorNot ApplicableShareholder Director23-03-1952Yes31-07-201926-07-201426-07-2019681110
7MrSANJAY KHATAU ASHERADQPA0146C00008221Non-Executive - Independent DirectorNot ApplicableShareholder Director26-11-1963Yes31-07-201926-07-201426-07-2019687774
8MrJOSE MARIA ALAPONT ALAPONTDEHPA6621H07712699Non-Executive - Independent DirectorNot ApplicableShareholder Director03-09-1950NA25-01-201725-01-2017381110



I. Composition of Board of Directors

Disclosure of notes on composition of board of directors explanatory

Wether 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 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
9MrGOPAL MAHADEVANAACPG7248J01746102Executive DirectorNot Applicable20-05-1966NA24-05-20191030
10MrSAUGATA GUPTAAAEPG0867F05251806Non-Executive - Independent DirectorNot ApplicableShareholder Director10-08-1967NA08-11-201952110




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
100008221SANJAY KHATAU ASHERNon-Executive - Independent DirectorChairperson21-12-2010
203044965JEAN BRUNOLNon-Executive - Independent DirectorMember06-11-2014
307712699JOSE MARIA ALAPONT ALAPONTNon-Executive - Independent DirectorMember15-05-2019


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
100774574MANISHA GIROTRANon-Executive - Independent DirectorChairperson06-10-2014
200133410DHEERAJ GOPICHAND HINDUJANon-Executive - Non Independent DirectorMember21-12-2010
307712699JOSE MARIA ALAPONT ALAPONTNon-Executive - Independent DirectorMember18-05-2018
405251806SAUGATA GUPTANon-Executive - Independent DirectorMember12-02-2020


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
100008221SANJAY KHATAU ASHERNon-Executive - Independent DirectorChairperson21-12-2010
200774574MANISHA GIROTRANon-Executive - Independent DirectorMember08-11-2016
300133410DHEERAJ GOPICHAND HINDUJANon-Executive - Non Independent DirectorMember20-03-2019


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
106570499ANDREAS HUBERTUS BIAGOSCHNon-Executive - Independent DirectorChairperson06-10-2014
200008221SANJAY KHATAU ASHERNon-Executive - Independent DirectorMember08-11-2016
301746102GOPAL MAHADEVANExecutive DirectorMember08-11-2016
405251806SAUGATA GUPTANon-Executive - Independent DirectorMember12-02-2020


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 GOPICHAND HINDUJANon-Executive - Non Independent DirectorChairperson08-09-2014
200774574MANISHA GIROTRANon-Executive - Independent DirectorMember08-09-2014
300008221SANJAY KHATAU ASHERNon-Executive - Independent DirectorMember15-05-2019


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 explanatoryTextual Information(1)
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)Number of Directors present*No. of Independent Directors attending the meeting*
108-11-2019Yes85
212-12-2019Yes85
312-02-202061Yes107
412-03-202028Yes85
518-03-20205Yes86
621-03-20202Yes96
726-03-20204Yes96



Text Block

Textual Information(1)

The board meeting was scheduled  for 3 days  between  Feb 12 and Feb 14 2020  viz.,   to consider and approve statement of unaudited (standalone and consolidated) financial results for the quarter ended December 31, 2019 and other items on Feb 12 and adjourned to Feb. 13 and Feb. 14 to consider other agenda items






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)Number of Directors present*No. of Independent Directors attending the meeting*
1Audit Committee07-11-2019Yes33
2Audit Committee12-02-202096Yes33
3Audit Committee12-03-202028Yes33
4Audit Committee18-03-20205Yes33
5Audit Committee26-03-2020Yes33
6Nomination and remuneration committee08-11-2019Yes21



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)Number of Directors present*No. of Independent Directors attending the meeting*
7Nomination and remuneration committee12-12-201933Yes32
8Nomination and remuneration committee11-02-2020Yes32
9Stakeholders Relationship Committee08-11-2019Yes21
10Stakeholders Relationship Committee11-02-202094Yes32
11Risk Management Committee07-11-2019
There is no Risk Management Committee meeting held during the current quarter
Yes32
12Corporate Social Responsibility Committee11-02-2020
There was no Corporate Social Responsibilty Committee meeting held during the previous quarter
Yes21



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 obtainedNoTransactions with two related Parties who became related at a later date could not be prior approved but were reviewed/ ratified, the value of which was insignificant
2Whether shareholder approval obtained for material RPTNA
3Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit CommitteeYes


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 500 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

Annexure 1

SrSubjectCompliance status
1Name of signatoryN Ramanathan
2DesignationCompany Secretary and Compliance Officer



Annexure II

Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year)

I. Disclosure on website in terms of Listing Regulations

SrItemCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.Web address
1Details of businessYeswww.ashokleyland.com
2Terms and conditions of appointment of independent directorsYeswww.ashokleyland.com
3Composition of various committees of board of directorsYeswww.ashokleyland.com
4Code of conduct of board of directors and senior management personnelYeswww.ashokleyland.com
5Details of establishment of vigil mechanism/ Whistle Blower policyYeswww.ashokleyland.com
6Criteria of making payments to non-executive directorsYeswww.ashokleyland.com
7Policy on dealing with related party transactionsYeswww.ashokleyland.com
8Policy for determining ‘material’ subsidiariesYeswww.ashokleyland.com
9Details of familiarization programmes imparted to independent directorsYeswww.ashokleyland.com

Annexure II

Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year)

I. Disclosure on website in terms of Listing Regulations

SrItemCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.Web address
10Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievancesYeswww.ashokleyland.com
11email address for grievance redressal and other relevant detailsYeswww.ashokleyland.com
12Financial resultsYeswww.ashokleyland.com
13Shareholding patternYeswww.ashokleyland.com
14Details of agreements entered into with the media companies and/or their associatesNA
15Schedule of analyst or institutional investor meet and presentations made by the listed entity to analysts or institutional investors simultaneously with submission to stock exchangeYeswww.ashokleyland.com
16New name and the old name of the listed entityNA
17Advertisements as per regulation 47 (1)Yeswww.ashokleyland.om
18Credit rating or revision in credit rating obtainedYeswww.ashokleyland.om
19Separate audited financial statements of each subsidiary of the listed entity in respect of a relevant financial yearYeswww.ashokleyland.om
20Whether company has provided information under separate section on its website as per Regulation 46(2)Yeswww.ashokleyland.om
21Materiality Policy as per Regulation 30Yeswww.ashokleyland.om
22Dividend Distribution policy as per Regulation 43A (as applicable)Yeswww.ashokleyland.om
23It is certified that these contents on the website of the listed entity are correctYeswww.ashokleyland.om


Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
1Independent director(s) have been appointed in terms of specified criteria of ‘independence’ and/or ‘eligibility’16(1)(b) & 25(6)Yes
2Board composition17(1), 17(1A) & 17(1B)Yes
3Meeting of Board of directors17(2)Yes
4Quorum of Board meeting17(2A)Yes
5Review of Compliance Reports17(3)Yes
6Plans for orderly succession for appointments17(4)Yes
7Code of Conduct17(5)Yes
8Fees/compensation17(6)Yes
9Minimum Information17(7)Yes
10Compliance Certificate17(8)Yes

Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
11Risk Assessment & Management17(9)Yes
12Performance Evaluation of Independent Directors17(10)Yes
13Recommendation of Board17(11)Yes
14Maximum number of Directorships17AYes
15Composition of Audit Committee18(1)Yes
16Meeting of Audit Committee18(2)Yes
17Composition of nomination & remuneration committee19(1) & (2)Yes
18Quorum of Nomination and Remuneration Committee meeting19(2A)Yes
19Meeting of Nomination and Remuneration Committee19(3A)Yes
20Composition of Stakeholder Relationship Committee20(1), 20(2) & 20(2A)Yes

Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
21Meeting of Stakeholders Relationship Committee20(3A)Yes
22Composition and role of risk management committee21(1),(2),(3),(4)Yes
23Meeting of Risk Management Committee21(3A)Yes
24Vigil Mechanism22Yes
25Policy for related party Transaction23(1),(1A),(5),(6),(7) & (8)Yes
26Prior or Omnibus approval of Audit Committee for all related party transactions23(2), (3)NoTransactions with two related Parties who became related at a later date could not be prior approved but were reviewed/ ratified, the value of which was insignificant
27Approval for material related party transactions23(4)NA
28Disclosure of related party transactions on consolidated basis23(9)Yes
29Composition of Board of Directors of unlisted material Subsidiary24(1)Yes
30Other Corporate Governance requirements with respect to subsidiary of listed entity24(2),(3),(4),(5) & (6)Yes

Annexure II

II. Annual Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
31Annual Secretarial Compliance Report24(A)Yes
32Alternate Director to Independent Director25(1)NA
33Maximum Tenure25(2)Yes
34Meeting of independent directors25(3) & (4)Yes
35Familiarization of independent directors25(7)Yes
36Declaration from Independent Director25(8) & (9)Yes
37D & O Insurance for Independent Directors25(10)Yes
38Memberships in Committees26(1)Yes
39Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel26(3)Yes
40Disclosure of Shareholding by Non-Executive Directors26(4)Yes
41Policy with respect to Obligations of directors and senior management26(2) & 26(5)Yes
Any other information to be provided - Add Notes




Annexure II

1Name of signatoryN Ramanathan
2DesignationCompany Secretary and Compliance Officer



Annexure II

III. Affirmations

SrParticularsCompliance status (Yes/No/NA)
1The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance requirements with respect to subsidiary of Listed Entity have been compliedYes
Any other information to be provided




Annexure II

1Name of signatoryN Ramanathan
2DesignationCompany Secretary and Compliance Officer



Signatory Details

Name of signatoryN RAMANATHAN
Designation of personCompany Secretary
PlaceCHENNAI
Date12-05-2020