MAHINDRA & MAHINDRA LTD. | Integrated Annual Report 2021-22

162 COMPANY OVERVIEW BOARD’S REPORT MANAGEMENT DISCUSSION AND ANALYSIS CORPORATE GOVERNANCE BUSINESS RESPONSIBILITY REPORT STANDALONE ACCOUNTS CONSOLIDATED ACCOUNTS Activities of the Committee during the year Frequency Reviewed the Management’s discussion and analysis of the financial condition and results of operations of the Company A Reviewed the process adopted by the Management on impairment of Investments, etc. Q Reviewed the Directors’ Responsibility Statement after making due enquiries from the Operating Management A Reviewed the internal audit findings, the action taken status and other matters concerning the internal audit functioning of the Company and the Group Q Reviewed the utilisation of loans and/ or advances from/investment by the Company in the subsidiaries exceeding Rs.100 crores or 10% of the asset size of the subsidiary, whichever is lower Q Reviewed and granted prior approval for transactions with related parties, approved specific arrangements/ transactions, Granted omnibus approval for transactions proposed to be entered with related parties, within the maximum limit per transaction and maximum limit in the aggregate, Granted omnibus approval to cover unforeseen Related Party transactions and review of Related Party Transactions entered into by the Company for previous quarter pursuant to the prior and omnibus approvals accorded by the Committee and recommended to the Board for approval as and when necessary Q Reviewed the risk assessment and minimisation procedures to ensure that executive Management controls risk through means of a properly defined framework and risk management systems, etc. Q Reviewed the Audited financial statements, in particular the investments made by all unlisted subsidiary companies and all significant transactions and arrangements entered into by the unlisted subsidiary companies A Approved the other services proposed to be rendered by the Statutory Auditors, directly or indirectly A / E Noted the Material Subsidiaries and Unlisted Material Subsidiary of the Company A Monitored and reviewed the mechanism to track the compliances under SEBI (Prohibition of Insider Trading) Regulations, 2015 and also reviewed the compliance updates in addition to the investigations of the Whistleblower Complaints received alongwith Report under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 Q Noted the amendments pertaining to Automation of Continual Disclosures under Regulation 7(2) of SEBI (Prohibition of Insider Trading) Regulations, 2015 - System driven disclosures and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 E Considered and approved the appointment of Cost Auditors, remuneration payable to them and the Cost Audit Report and made recommendation the same to the Board A Considered various Schemes of Merger by Absorption of various Subsidiaries of the Company with the Company and their respective Shareholders and recommend the same to the Board of Directors for their approval E Reviewed, approved amendments to Policy on Prevention of Sexual Harassment and Whistleblower Policy of the Company and recommended the same to the Board E Reviewed, approved the threshold for material modification of Related Party Transactions and amendments to the Policy on Materiality of and dealing with Related Party Transactions of the Company and recommended the same to the Board E Reviewed, approved amendments to the Indicative Guidelines for determining materiality thresholds for Closure of Trading Window and recommended the same to the Board E Reviewed, approved the Internal Audit Charter (Corporate Management Services Department) and recommended the same to the Board E Held meeting with the Representatives of the Credit Rating Agencies which have rated the Non-Convertible Debentures issued by the Company A Reviewed compliance of Insider Trading Regulations and Systems for Internal Controls for prevention of Insider Trading A Frequency A Annually Q Quarterly E Event Based