annual-report-FY2020

74 COMPANY OVERVIEW BOARD’S REPORT MANAGEMENT DISCUSSION AND ANALYSIS CORPORATE GOVERNANCE BUSINESS RESPONSIBILITY REPORT STANDALONE ACCOUNTS CONSOLIDATED ACCOUNTS over Financial Reporting, Prevention of Insider Trading Regulations, SEBI Listing Regulations, Framework for Related Party Transactions, Plant Visit, Meeting with Senior Executive(s) of your Company, etc. Pursuant to Regulation 46, the details required are available on the website of your Company at the web link: https://www. mahindra.com/resources/FY20/AnnualReport.zip Directors’ Responsibility Statement Pursuant to Section 134(5) of the Companies Act, 2013, your Directors, based on the representations received from the Operating Management, and after due enquiry, con rm that: (a) in the preparation of the annual accounts for the Financial Year ended 31 st March, 2020, the applicable accounting standards have been followed; (b) they had in consultation with Statutory Auditors, selected accounting policies and applied them consistently, and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 st March, 2020 and of the pro t of the Company for the year ended on that date; (c) they have taken proper and suf cient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and irregularities; (d) they have prepared the annual accounts on a going concern basis; (e) they have laid down adequate Internal Financial Controls to be followed by the Company and such Internal Financial Controls were operating effectively during the Financial Year ended 31 st March, 2020; (f) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively throughout the Financial Year ended 31 st  March, 2020. Board Meetings and Annual General Meeting A calendar of Meetings is prepared and circulated in advance to the Directors. During the year 1 st April, 2019 to 31 st March, 2020, six Board Meetings were held on: 29 th May, 2019, 7 th  August, 2019, 8 th November, 2019, 20 th December, 2019, 8 th  February, 2020 and 27 th March, 2020. The 73 rd  Annual General Meeting (AGM) of the Company was held on 7 th August, 2019. Meetings of Independent Directors The Independent Directors of your Company meet before the Board Meetings without the presence of the Executive Chairman or the Managing Director or other Non-Independent Director or Chief Financial Of cer or any other Management Personnel. These Meetings are conducted in an informal and exible manner to enable the Independent Directors to discuss matters pertaining to, inter alia, review of performance of Non-Independent Directors and the Board as a whole, review the performance of the Executive Chairman of the Company (taking into account the views of the Executive and Non-Executive Directors), review the performance of the Company, assess the quality, quantity and timeliness of ow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. Five Meetings of Independent Directors were held during the year and these meetings were well attended. Audit Committee The Board at its Meeting held on 7 th August, 2019 re-constituted the Audit Committee and appointed Ms. Shikha Sharma as the Member of the Committee with effect from 8 th August, 2019. Mr. R. K. Kulkarni ceased to be the Member of the Committee upon the end of his term. The Committee comprises of four Directors viz. Mr. T. N. Manoharan (Chairman of the Committee), Mr. Nadir B. Godrej, Mr. M. M. Murugappan and Ms. Shikha Sharma. All the Members of the Committee are Independent Directors and possess strong accounting and nancial management knowledge. The Company Secretary of the Company is the Secretary of the Committee. All the recommendations of the Audit Committee were accepted by the Board. L. GOVERNANCE Corporate Governance Your Company has a rich legacy of ethical governance practices many of which were implemented by the Company, even before they were mandated by law. Your Company is committed to transparency in all its dealings and places high emphasis on business ethics. During the year under review, your Company has been conferred the coveted Golden Peacock Global Award