annual-report-FY2021

89 MAHINDRA & MAHINDRA LTD. INTEGRATED ANNUAL REPORT 2020-21 ANNEXURE IV Secretarial compliance report of Mahindra and Mahindra Limited for the year ended March 31, 2021 I, CS Sachin Bhagwat, Practicing Company Secretary, have examined: a. all the documents and records made available to me and explanation provided by Mahindra and Mahindra Limited (“the listed entity”), b. the filings/ submissions made by the listed entity to the stock exchanges, c. website of the listed entity, for the year ended March 31, 2021 (“Review Period”) in respect of compliance with the provisions of : a. the Securities and Exchange Board of India Act, 1992 (“SEBI Act”) and the Regulations, circulars, guidelines issued thereunder; and b. the Securities Contracts (Regulation) Act, 1956 (“SCRA”), rules made thereunder and the Regulations, circulars, guidelines issued thereunder by the Securities and Exchange Board of India (“SEBI”); The specific Regulations, whose provisions and the circulars/ guidelines issued thereunder, have been examined, include:- a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; b) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (Not applicable to the Company during the Review Period); c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; d) Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018 (Not applicable to the Company during the Review Period); e) Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; f) Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; g) Securities and Exchange Board of India (Issue and Listing of Non-Convertible Redeemable Preference Shares) Regulations, 2013 (Not applicable to the Company during the Review Period); h) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; i) Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018. and circulars/ guidelines issued thereunder. The listed entity and its material subsidiaries have modified the terms of appointment of statutory auditors who have already been appointed, by including in their terms of appointment, the conditions mentioned in clauses 6 A and 6 B of the Circular No. CIR/CFD/CMD1/114/2019 dated 18 October, 2019 issued by the Securities and Exchange Board of India on “Resignation of statutory auditors from listed entities and their material subsidiaries”. and based on the above examination, I hereby report that, during the Review Period: (a) The listed entity has complied with the provisions of the above Regulations and circulars/ guidelines issued thereunder except in respect of matters specified below: Sr. No. Compliance Requirement (Regulations/circulars/ guidelines including specific clause) Deviations Observations/ Remarks of the Practicing Company Secretary NIL (b) The listed entity has maintained proper records under the provisions of the above Regulations and circulars/ guidelines issued thereunder insofar as it appears from my examination of those records. (c) The following are the details of actions taken against the listed entity/ its promoters/ directors/ material subsidiaries either by SEBI or by Stock Exchanges (including under the Standard Operating Procedures issued by SEBI through various circulars) under the aforesaid Acts/Regulations and circulars/ guidelines issued thereunder: Sr. No. Action taken by Details of violation Details of action taken e.g. fines, warning letter, debarment, etc. Observations/ remarks of the Practicing Company Secretary, if any. NIL (d) The listed entity has taken the following actions to comply with the observations made in previous reports: Sr. No. Observations of the Practicing Company Secretary in the previous reports Observations made in the secretarial compliance report for the year ended… (The years are to be mentioned) Actions taken by the listed entity, if any Comments of the Practicing Company Secretary on the actions taken by the listed entity NOT APPLICABLE Sachin Bhagwat ACS No.: 10189 CP No.: 6029 Place: Pune UDIN: A010189C000345128 Date: 19 May, 2021 PR No.: 654/2020