annual-report-FY2021

171 MAHINDRA & MAHINDRA LTD. INTEGRATED ANNUAL REPORT 2020-21 related party transactions subject to fulfilment of certain conditions, scrutinise inter-corporate loans and investments, valuation of undertakings or assets of the Company, review the risk assessment and minimisation procedures, evaluate internal financial controls and risk management systems, monitor end use of the funds raised through public offers and related matters, review the utilisation of loans and/ or advances from/ investment by the Company in the subsidiary companies exceeding Rs. 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans/ advances / investments and review compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (“PIT Regulations”) at least once in a financial year and verify that the systems for internal control are adequate and are operating effectively. The terms of reference are also in line with the regulatory requirements mandated in the Act and Listing Regulations. 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. Subsequent to the year end, the terms of reference of the Audit Committee was amended to include to consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders pursuant to SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021 effective from 6 th May, 2021. 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, Executive Director (Auto and Farm Sectors), 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, the Chief Financial Officer of Auto and Farm Sectors and the Company Secretary. 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 virtually present at the 74 th AGM of the Company held through Video Conferencing facility on 7 th August, 2020 to address the Shareholders’ queries pertaining to Annual Accounts of the Company. The Committee met seven times during the year under review on 3 rd April, 2020, 23 rd April, 2020, 11 th June, 2020, 6 th August, 2020, 9 th November, 2020, 4 th February, 2021 and 25 th March, 2021. The gap between two Meetings did not exceed one hundred and twenty days. The attendance at the Meetings was as under: Name of the Directors Committee Meetings 1 2 3 4 5 6 7 Held during tenure Attended % of attendance of a Member 3 rd April, 2020 23 rd April, 2020 11 th June, 2020 6 th August, 2020 9 th November, 2020 4 th February, 2021 25 th March, 2021 Mr. T. N. Manoharan (Chairman) 7 7 100% Ms. Shikha Sharma 7 7 100% Mr. Vikram Singh Mehta* 3 3 100% Mr. Haigreve Khaitan* 3 2 67% Mr. Nadir B. Godrej** 4 4 100% Mr. M. M. Murugappan** 4 4 100% % of attendance at a Meeting 100% 100% 100% 100% 100% 100% 75% Audit Committee Meeting Attended through video conference O Leave of Absence * Appointed as Member of the Committee with effect from 8 th August, 2020. ** Ceased to be a Director and thereby Member of the Committee with effect from 8 th August, 2020. O N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A.