annual-report-FY2020

186 COMPANY OVERVIEW BOARD’S REPORT MANAGEMENT DISCUSSION AND ANALYSIS CORPORATE GOVERNANCE BUSINESS RESPONSIBILITY REPORT STANDALONE ACCOUNTS CONSOLIDATED ACCOUNTS The Committee is also empowered to, inter alia , recommend the remuneration payable to the Statutory Auditors, availing of such other services from the Auditors and to recommend a change in the Auditors, if felt necessary. Further, the Committee is empowered to recommend to the Board, the appointment of Chief Financial Officer, the term of appointment and remuneration of the Cost Auditor, Internal Auditor, etc., review the functioning of the Whistleblower Policy/ Vigil Mechanism. The Committee also reviews Financial Statements and Investments of unlisted subsidiary companies, Management Discussion & Analysis of financial condition and results of operations. The Audit Committee has been granted powers as prescribed under Regulation 18(2)(c) of the Listing Regulations and reviews all the information as prescribed in Part C of Schedule II of the Listing Regulations. The Committee also reviews the Report on compliance under Code of Conduct for Prevention of Insider Trading adopted by the Company pursuant to PIT Regulations. Further, Compliance Reports under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Whistleblower Policy are also placed before the Committee. The Meetings of the Audit Committee are also attended by the Executive Chairman, the Managing Director and Chief Executive Officer, the Deputy Managing Director and Group Chief Financial Officer, the President (Group Controller of Finance and Accounts), the Senior Vice President – Corporate Finance, the Statutory Auditors, the Chief Internal Auditor, the Controller of Accounts, the President – Mahindra Partners & Group Legal and the Company Secretary. The Cost Auditor also attends the Committee Meeting at which the Cost Audit Report(s) are considered. As required under the Secretarial Standards, the Chairman of the Committee or, in his absence, any other Member of the Committee authorised by him on his behalf shall attend the General Meeting of the Company. Mr. T. N. Manoharan, Chairman of the Audit Committee, was present at the 73 rd AGM of the Company held on 7 th August, 2019 to address the Shareholders’ queries pertaining to Annual Accounts of the Company. The Committee met six times during the year under review on 28 th May, 2019, 6 th August, 2019, 7 th November, 2019, 20 th December, 2019, 7 th February, 2020 and 27 th March, 2020. The gap between two Meetings did not exceed one hundred and twenty days. The attendance at the Meetings was as under: Members Number of Meetings attended Mr. T. N. Manoharan (Chairman) 6 Mr. Nadir B. Godrej 5 Mr. M. M. Murugappan 6 Mr. R. K. Kulkarni* 2 Ms. Shikha Sharma** 4 * Ceased to be a Director and thereby Member of the Committee with effect from 8 th August, 2019. ** Appointed as an Independent Director and Member of the Committee with effect from 8 th August, 2019. B. Governance, Nomination and Remuneration Committee All Committee Members are Independent Directors including the Chairman. The Members are Mr. M. M. Murugappan (Chairman of the Committee), Mr. Nadir B. Godrej, Mr. Haigreve Khaitan (with effect from 8 th August, 2019) and Mr. Vikram Singh Mehta. Mr. R. K. Kulkarni was a Member of the Committee upto 7 th August, 2019. Mr. Anand G. Mahindra, Executive Chairman and Mr. Ruzbeh Irani, President - Group HR and Communications (with effect from 1 st April, 2020) are permanent invitees to the Committee. Mr. Rajeev Dubey, who retired as Group President (HR & Corporate Services) & CEO (After-Market Sector) from 1 st April, 2020 was a permanent invitee upto the said date. The Committee has been vested with the authority to, inter alia , recommend nominations for Board Membership, develop and recommend policies with respect to composition of the Board commensurate with the size, nature of the business and operations of the Company, establish criteria for selection to the Board with respect to the competencies, qualifications, experience, track record, integrity, establish Director retirement policies and appropriate succession plans and determine overall compensation policies of the Company. The Committee also administers the Company’s Employee Stock Option Schemes formulated from time to time including “Mahindra & Mahindra Limited Employees’ Stock Option Scheme – 2000”, “Mahindra & Mahindra Limited Employees Stock Option Scheme – 2010” and take appropriate decisions in terms of the concerned Scheme(s). The terms of reference of this Committee are aligned with the Listing Regulations and the Act.