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

66 COMPANY OVERVIEW BOARD’S REPORT MANAGEMENT DISCUSSION AND ANALYSIS CORPORATE GOVERNANCE BUSINESS RESPONSIBILITY REPORT STANDALONE ACCOUNTS CONSOLIDATED ACCOUNTS All the Independent Directors of the Company are made aware of their roles and responsibilities at the time of their appointment through a formal letter of appointment, which also stipulates various terms and conditions of their engagement. Executive Directors and Senior Management provide an overview of the operations and familiarize the new Non- Executive Directors on matters related to the Company’s values and commitments. They are also introduced to the organization structure, constitution of various committees, board procedures, risk management strategies, etc. Strategic Presentations are made to the Board where Directors get an opportunity to interact with Senior Management. Directors are also informed of the various developments in the Company through Press Releases, emails, etc. The Company has a web based portal i.e. Board portal, accessible to all the Directors which, inter alia , contains the following information: • Roles, responsibilities and liabilities of Independent Directors under the Companies Act, 2013 and the Listing Regulations • Board Minutes, Agenda and Presentations • Annual Reports • Code of Conduct for Directors • Terms and conditions of appointment of Independent Directors. Pursuant to Regulation 25(7) of the Listing Regulations, the Company imparted various familiarization programmes for its Directors including review of Investments of the Company by Strategic Investment Committee, Industry Outlook at the Board Meetings, Regulatory updates at Board and Audit Committee Meetings covering changes with respect to the Companies Act, 2013, Listing Regulations, Taxation and other matters, Presentations on Internal Control over Financial Reporting, Operational Control over Financial Reporting, Prevention of Insider Trading Regulations, Framework for Related Party Transactions, Plant Visit, Meeting with Senior Executive(s) of your Company, Corporate Social Responsibility Strategy etc. Pursuant to Regulation 46 and 62(1A) of the Listing Regulations, the details required are available on the website of your Company at the web link: https://www.mahindra.com/resources/FY22/AnnualReport.zip. Directors’ Responsibility Statement Pursuant to section 134(5) of the Companies Act, 2013, your Directors, based on the representations received from the Operating Management, and after due enquiry, con rm that: (a) in the preparation of the annual accounts for the Financial Year ended 31 st March, 2022, the applicable accounting standards have been followed; (b) they had in consultation with Statutory Auditors, selected accounting policies and applied them consistently, and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 st March, 2022 and of the pro t of the Company for the year ended on that date; (c) they have taken proper and suf cient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and irregularities; (d) they have prepared the annual accounts on a going concern basis; (e) they have laid down adequate Internal Financial Controls to be followed by the Company and such Internal Financial Controls were operating effectively during the Financial Year ended 31 st March, 2022; (f) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively throughout the Financial Year ended 31 st March, 2022. Board Meetings and Annual General Meeting A calendar of Meetings is prepared and circulated in advance to the Directors. During the year 1 st April, 2021 to 31 st March, 2022, six Board Meetings were held on: 29 th April, 2021, 28 th May, 2021, 6 th August, 2021, 9 th November, 2021, 10 th and 11 th February, 2022 and 15 th March, 2022. The 75 th Annual General Meeting (AGM) of the Company was held on 6 th August, 2021 through Video Conferencing/Other Audio Visual Means.