MAHINDRA & MAHINDRA LTD. | Integrated Annual Report 2022-23

174 MAHINDRA & MAHINDRA LTD. Integrated Annual Report 2022-23 Key Terms of Reference of the Committee: This Committee is constituted by the Board with powers, inter alia, to 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, Operation reviews for such Subsidiary, Associate, Joint Venture, Trust, Entity, any other company or Body Corporate, Evaluate, scrutinise and approve disinvestments (total or partial) / exit from such Subsidiary, Associate, Joint Venture, Trust, Entity, any other company or Body Corporate, approve Merger or De-Merger or Arrangement within Group companies as specified, approve entry into new industries (greenfield, acquisition of majority stake or path to majority), etc. 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 96% Independence Members Meetings Attendance The Committee met five times during the year under review on 27 th May, 2022, 4 th August, 2022, 10 th November, 2022, 9 th February, 2023 and 14 th March, 2023. The attendance at the Meetings was as under: Name of the Members Committee Meeting Dates and Mode Held during the year Attended % of attendance of a Member 1 2 3 4 5 27 th May, 2022 4 th August, 2022 10 th November, 2022 9 th February, 2023 14 th March, 2023 Hybrid Hybrid Hybrid Physical 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 4 80% % of attendance at a Meeting 100% 100% 100% 80% 100% Strategic Investment Committee Attendance Attended through Video Conference  Leave of Absence  Attended in-person                STRATEGIC INVESTMENT COMMITTEE REPORT FOR THE YEAR ENDED 31 ST MARCH, 2023 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, if any, and recommended the same to the Board Q / E Noted business updates from various subsidiaries, restructuring within certain group companies, approved shares exchange/swap, dilution of stake, transfer of Assets and/or business/hiving off, entering into new line of business, etc. and made suitable recommendation to the Board as and when required Q / E 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 E Frequency Q Quarterly P Periodically E Event based