annual-report-FY2020

191 MAHINDRA & MAHINDRA LTD. INTEGRATED ANNUAL REPORT 2019-20 The subsidiaries of the Company function independently, with an adequately empowered Board of Directors and adequate resources. For more effective governance, the minutes of Board Meetings of subsidiaries of the Company are placed before the Board of Directors of the Company for their review at every quarterly Meeting. In addition to the above, Regulation 24 of the Listing Regulations requires that at least one Independent Director on the Board of Directors of the listed entity shall be a Director on the Board of Directors of an unlisted material subsidiary, whether incorporated in India or not. For the purpose of this provision, material subsidiary means a subsidiary, whose income or net worth exceeds twenty percent of the consolidated income or net worth respectively, of the listed entity and its subsidiaries in the immediately preceding accounting year. There is no Subsidiary which falls under this definition of unlisted material subsidiary for the financial year ended 31 st March, 2020. The other requirements of Regulation 24 of the Listing Regulations with regard to Corporate Governance requirements for Subsidiary Companies have been complied with. VI. DISCLOSURES A. Policy for determining ‘material’ subsidiaries Your Company has formulated a Policy for determining ‘Material’ Subsidiaries as defined in Regulation 16 of the Listing Regulations. This Policy has been posted on the website of the Company and can be accessed through the web link: https://www.mahindra.com/resources/FY20/ AnnualReport.zip. B. Policy on Materiality of and Dealing with Related Party Transactions Your Company has formulated a Policy on Materiality of and Dealing with Related Party Transactions which specify the manner of entering into related party transactions. This Policy has also been posted on the website of the Company and can be accessed through the web link: https://www.mahindra.com/resources/FY20/ AnnualReport.zip. C. Disclosure of Transactions with Related Parties During the Financial Year 2019-20, there were no materially significant transactions or arrangements entered into between the Company and its Promoters, Directors or their Relatives or the Management, Subsidiaries, etc. that may have potential conflict with the interests of the Company at large. Further, details of related party transactions are presented in Note No. 36 to Annual Accounts in the Annual Report. In addition, as per the Listing Regulations, your Company has also submitted within 30 days from the date of publication of its standalone and consolidated financial results for the half year, disclosures of related party transactions on a consolidated basis, in the format specified in the relevant accounting standards for annual results and also published it on the website of the Company. D. Disclosure of Accounting Treatment in preparation of Financial Statements The Company adopted Indian Accounting Standards (“Ind AS“) from 1 st April, 2016. Accordingly, the financial statements have been prepared in accordance with Ind AS as per the Companies (Indian Accounting Standards) Rules, 2015 as amended and notified under section 133 of the Act and other relevant provisions of the Act. E. Code for Prevention of Insider Trading Practices The Company has formulated and adopted the ‘Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information’ which inter alia includes Policy for determination of “Legitimate Purpose” and ‘Code of Conduct for Prevention of Insider Trading in Securities of Mahindra & Mahindra Limited’ (“M&M Code of Conduct”) in compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (“the Regulations”). M&M Code of Conduct has been formulated to regulate, monitor and ensure reporting of trading by the Designated Persons and their immediate relatives towards achieving compliance with the Regulations and is designed to maintain the highest ethical standards of trading in Securities of the Company by persons to whom it is applicable. The Code lays down Guidelines, which advises them on procedures to be followed and disclosures to be made, while dealing with securities of the Company and cautions them of the consequences of violations. During the year under review, the M&M Code of Conduct was amended in line with the amendments brought in the Regulations by SEBI.