annual-report-FY2020

78 COMPANY OVERVIEW BOARD’S REPORT MANAGEMENT DISCUSSION AND ANALYSIS CORPORATE GOVERNANCE BUSINESS RESPONSIBILITY REPORT STANDALONE ACCOUNTS CONSOLIDATED ACCOUNTS The Sustainability performance for your Company for the Financial Year 2019-20 will be elaborated in detail in the GRI Report which is under preparation and will be ready for release shortly. Your Company was recognised for its leadership position on the ESG dimensions during the year under review, by way of: • Recognising as one of the India Climate Change Rising Stars 2019 in Carbon Disclosure Project (CDP). • Receiving Bronze medal in S & P Global Sustainability yearbook 2020 and part of Dow Jones Sustainability Emerging Market Index. • Igatpuri plant winning the ‘Sustainable Factory of the Year Award’ and ‘Jury award for Zero Waste to Landfill’ at India Sustainability Leadership Summit 2019. • Winning the prestigious Business Vision ‘Best Corporate Governance – India 2019’ Award. • Winning the prestigious Golden Peacock Global Award for Excellence in Corporate Governance for 2019. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached as Annexure VII and forms part of this Report. N. SECRETARIAL Share Capital The issued, subscribed and paid-up Share Capital of the Company stood at Rs. 621.60 crores as at 31 st March 2020 comprising of 1,24,31,92,544 Ordinary (Equity) Shares of Rs. 5 each fully paid-up. There was no change in Share Capital during the year under review. Compliance with the provisions of Secretarial Standard 1 and Secretarial Standard 2 The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’, respectively, have been duly complied by your Company. Annual Return Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return as on 31 st March, 2020 in Form No. MGT-9 is attached as Annexure VIII and forms part of this Report. The Annual Return of the Company has been placed on the website of the Company and can be accessed at https://www.mahindra.com/resources/FY20/AnnualReport.zip O. POLICIES The details of the Key Policies adopted by the Company are mentioned at Annexure IX to the Board’s Report. P. GENERAL Neither the Executive Chairman nor the Managing Director of the Company received any remuneration or commission from any of the subsidiary of your Company. Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/events on these items during the year under review: 1. Issue of equity shares with differential rights as to dividend, voting or otherwise. 2. Issue of Shares (Including Sweat Equity Shares) to employees of the Company under any Scheme save and except Employees Stock Option Schemes (ESOS) referred to in this Report. 3. Signi cant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company’s operation in future. 4. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can bene cially hold shares as envisaged under Section 67(3) (c) of the Companies Act, 2013). 5. There has been no change in the nature of business of your Company. For and on behalf of the Board ANAND G. MAHINDRA Executive Chairman Mumbai, 12 th June, 2020