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

59 MAHINDRA & MAHINDRA LTD. Integrated Annual Report 2021-22 a second term of 5 (five) consecutive years from the conclusion of the ensuing AGM, until the conclusion of the 81 st AGM of the Company to be held in the year 2027. TheMembers are requested to re-appoint Messrs B S R & Co. LLP as Statutory Auditors of the Company at the ensuing Annual General Meeting for a second term of 5 (five) consecutive years from the conclusion of the ensuing Annual General Meeting till the conclusion of the 81 st Annual General Meeting and x their remuneration. The Auditors’ Report for FY 2021-22 is unmodi ed i.e. it does not contain any quali cation, reservation or adverse remark or disclaimer. Secretarial Auditor Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Sachin Bhagwat, Practicing Company Secretary (Certi cate of Practice Number: 6029) to undertake the Secretarial Audit of the Company. The Company has annexed to this Board’s Report as Annexure III, a Secretarial Audit Report for the Financial Year 2021-22 given by the Secretarial Auditor. The Secretarial Audit Report does not contain any quali cation, reservation or adverse remark or disclaimer. Annual Secretarial Compliance Report The Company has undertaken an audit for the Financial Year 2021-22 for all applicable compliances as per SEBI Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report duly signed by Mr. Sachin Bhagwat has been submitted to the Stock Exchanges and is annexed at Annexure IV to this Board’s Report. Secretarial Audit of Material Unlisted Indian Subsidiary During the year, Mahindra Vehicle Manufacturers Limited (“MVML”), ceased to be a material subsidiary of the Company with effect from 1 st July, 2021. There is no Material Unlisted Indian Subsidiary of the Company as on 31 st March, 2022 and as such the requirement under Regulation 24A of the Listing Regulations regarding the Secretarial Audit of Material Unlisted Indian Subsidiary is not applicable to the Company for the Financial Year 2021-22. Cost Auditors The Board had appointed Messrs D. C. Dave & Co., Cost Accountants (Firm Registration Number 000611), as Cost Auditor for conducting the audit of cost records of the Company for the Financial Year 2021-22. The Board of Directors on the recommendation of the Audit Committee, appointed Messrs D. C. Dave & Co., Cost Accountants (Firm Registration Number 000611), as the Cost Auditors of the Company for the Financial Year 2022-23 under section 148 of the Companies Act, 2013. Messrs D. C. Dave & Co. have con rmed that their appointment is within the limits of section 141(3)(g) of the Companies Act, 2013 and have also certi ed that they are free from any disquali cations speci ed under section 141(3) and proviso to section 148(3) read with section 141(4) of the Companies Act, 2013. The Audit Committee has also received a Certi cate from the Cost Auditors certifying their independence and arm’s length relationship with the Company. As per the provisions of the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before the Members in a General Meeting for their rati cation. Accordingly, a Resolution seeking Members’ rati cation for the remuneration payable to Messrs D. C. Dave & Co., Cost Auditors is included in the Notice convening the Annual General Meeting. Cost Records As per Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, your Company is required to maintain cost records and accordingly, such accounts and records are maintained. Reporting of Frauds by Auditors During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Of cers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013.