annual-report-FY2021

91 MAHINDRA & MAHINDRA LTD. INTEGRATED ANNUAL REPORT 2020-21 I have also examined compliance with the applicable clauses of the following: (i) Secretarial Standards issued by The Institute of Company Secretaries of India. (ii) The Listing Agreements entered into by the Company with the Stock Exchange(s) and The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; (Not applicable to the Company) During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above. I further report that- The Board of Directors of the Company is duly constituted with proper balance of Non-Executive Directors and Independent Directors. The Company had an Executive Director for part of the year and Manager for the rest of the year. The change in the composition of the Board of Directors that took place during the period under review was carried out in compliance with the provisions of the Act. Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance. Agenda and detailed notes on agenda were sent at a short notice for two meetings of the Board in respect of which the Company complied with the requirement of the Act in this regard. A system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. As per the minutes of the meetings duly recorded and signed by the Chairman, the decisions of the Board were unanimous and no dissenting views have been recorded. I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. I further report that during the audit period the Company issued 90,000,000 equity shares of Rs. 10 each at par on rights basis. Sachin Bhagwat ACS: 10189 CP: 6029 Place: Pune UDIN: A010189C000226031 Date: 3 May, 2021 PR No.: 654/2020

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