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

170 COMPANY OVERVIEW BOARD’S REPORT MANAGEMENT DISCUSSION AND ANALYSIS CORPORATE GOVERNANCE BUSINESS RESPONSIBILITY REPORT STANDALONE ACCOUNTS CONSOLIDATED ACCOUNTS F. Strategic Investment Committee (A voluntary initiative of your Company) The Strategic Investment Committee is constituted by the Board with powers, inter alia , to evaluate and scrutinise significant investments / funding including but not limited to business acquisitions, reviewing and monitoring existing investments in subsidiaries, joint ventures and other group companies, overseeing and reviewing performance of various subsidiaries and making necessary recommendations to the Board from time to time including disinvestments. Mr. Anand G. Mahindra is the Chairman of the Committee. Mr. Vikram Singh Mehta, Mr. T. N. Manoharan, Ms. Shikha Sharma and Mr. Vijay Kumar Sharma are other Members of the Committee. Apart from the Committee Members, the Committee Meetings are also invariably attended by the other Directors as Invitees. Key Terms of Reference of the Committee: During the year under review, as part of the simplification process, the terms of the Committee were amended inter alia , including the following: i. Evaluate, scrutinize and consider all proposals for funding including but not limited to making Investment in, providing Loan to, providing Guarantee for any Subsidiary, Associate, Joint Venture, Trust, Entity, any other company or Body Corporate, business acquisitions where Cumulative exposure in such entity is above the specified threshold and make appropriate recommendations to the Board; ii. Operation reviews for such Subsidiary, Associate, Joint Venture, Trust, Entity, any other company or Body Corporate; iii. Evaluate, scrutinise and approve disinvestments (total or partial) / exit from such Subsidiary, Associate, Joint Venture, Trust, Entity, any other company or Body Corporate; iv. Approve Merger or De-Merger or Arrangement within Group companies as specified; v. Approve entry into new industries (greenfield, acquisition of majority stake or path to majority). Apart from the Meetings, Circular Resolution(s) are also passed by the Members. Subsequently, these Resolution(s) are noted in the Meeting held after the date on which the Circular Resolution(s) are passed by the Members. Composition and Attendance (in brief): 60% 5 5 100% Independence Members Meetings Attendance The Committee met five times during the year under review on 22 nd May, 2021, 5 th August, 2021, 8 th November, 2021, 9 th February, 2022 and 14 th March, 2022. The attendance at the Meetings was as under: Name of the Directors Committee Meeting Dates and Mode 1 2 3 4 5 Held during the year Attended % of attendance of a Member 22 nd May, 2021 (VC) 5 th August, 2021 (VC) 8 th November, 2021 (VC) 9 th February, 2022 (VC) 14 th March, 2022 (Hybrid) Mr. Anand G. Mahindra (Chairman) 5 5 100% Mr. Vikram Singh Mehta 5 5 100% Mr. T. N. Manoharan 5 5 100% Ms. Shikha Sharma 5 5 100% Mr. Vijay Kumar Sharma 5 5 100% % of attendance at a Meeting 100% 100% 100% 100% 100% Strategic Investment Committee Meeting Attended through video conference  Leave of Absence  Attended in-person     STRATEGIC INVESTMENT COMMITTEE REPORT FOR THE YEAR ENDED 31 ST MARCH, 2022 Activities of the Committee during the year Frequency Considered, reviewed and approved significant investments/funding to be made by the Company and taking note of outstanding debt and recommended the same to the Board Q / P Monitored and reviewed the existing investments in subsidiaries, Joint Ventures and other group entities including overseeing the performance of various sectors/companies Q / P Considered and reviewed proposed divestments in certain subsidiaries, Joint Ventures and other group entities and made suitable recommendations to the Board P Frequency Q Quarterly P Periodically