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

175 COMPANY OVERVIEW BOARD’S REPORT MANAGEMENT DISCUSSION AND ANALYSIS CORPORATE GOVERNANCE BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT STANDALONE ACCOUNTS CONSOLIDATED ACCOUNTS Company and can be accessed in the Governance section at the Web-link https://www.mahindra.com/investor-relations/policies- and-documents. B. Policy on Materiality of and Dealing with Related Party Transactions Your Company has formulated a Policy on Materiality of and Dealing with Related Party Transactions (“RPT Policy”) which specifies the manner of entering into related party transactions. Subsequent to the year end, the RPT Policy was reviewed and amended with a view to make it more elaborate specifically in view of the changes in the coverage of the related party transactions with effect from 1 st April, 2023. The updated RPT Policy has also been posted on the website of the Company and can be accessed in the Governance section at the Web-link https://www.mahindra.com/investor- relations/policies-and-documents . C. Disclosure of Transactions with Related Parties During the Financial Year 2022-23, there were no materially significant transactions or arrangements entered into between the Company and its Promoters, Directors or their Relatives or the Management, Subsidiaries, etc. that may have potential conflict with the interests of the Company at large. Further, details of related party transactions are presented in Note No.39 to Annual Accounts in the Annual Report. In addition to the above and as required under the Listing Regulations, the Company is in compliance with the Accounting Standards on related party disclosures, has been submitting disclosures of related party transactions to the Stock Exchanges in the prescribed format from time to time and also publishing it on the website of the Company. D. Disclosure of Accounting Treatment in preparation of Financial Statements The financial statements have been prepared in accordance with Indian Accounting Standards (“Ind AS“) as per the Companies (Indian Accounting Standards) Rules, 2015 as amended and notified under section 133 of the Act and other relevant provisions of the Act. E. Code for Prevention of Insider Trading Practices The Company has formulated and adopted the ‘Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information’ which, inter alia, includes Policy for determination of ‘Legitimate Purpose’ and ‘Code of Conduct for Prevention of Insider Trading in Securities of Mahindra & Mahindra Limited’ (“M&M Code of Conduct”) in compliance with the Securities and Exchange Board of India V. SUBSIDIARY COMPANIES Regulation 16 of the Listing Regulations defines a “material subsidiary” to mean a subsidiary, whose income or net worth exceeds ten percent of the consolidated income or net worth respectively, of the listed entity and its subsidiaries in the immediately preceding accounting year. Under this definition, Mahindra & Mahindra Financial Services Limited (MMFSL) (Listed) is a material subsidiary of the Company, formed on 1 st January, 1991 at Mumbai. Further, M/s. Deloitte Haskins & Sells, Chartered Accountants (ICAI Firm Registration No. 117365W) and M/s. Mukund M. Chitale & Co., Chartered Accountants (ICAI Firm Registration No. 106655W) are the Joint Statutory Auditors of MMFSL, appointed for a period of 2 (two) consecutive years, to hold office from conclusion of the 32 nd AGM of MMFSL held on 28 th July, 2022 till conclusion of the 34 th AGM of MMFSL to be held in the year 2024. The subsidiaries of the Company function independently, with an adequately empowered Board of Directors and adequate resources. For more effective governance, the minutes of Board Meetings of subsidiaries of the Company are placed before the Board of Directors of the Company for their review at every quarterly Meeting. In addition to the above, Regulation 24 of the Listing Regulations requires that at least one Independent Director on the Board of Directors of the listed entity shall be a Director on the Board of Directors of an unlisted material subsidiary, whether incorporated in India or not. For the purpose of this provision, material subsidiary means a subsidiary, whose income or net worth exceeds twenty percent of the consolidated income or net worth respectively, of the listed entity and its subsidiaries in the immediately preceding accounting year. There is no Subsidiary which falls under this definition of unlisted material subsidiary for the financial year ended 31 st March, 2023. The other requirements of Regulation 24 of the Listing Regulations with regard to Corporate Governance requirements for Subsidiary Companies have been complied with. VI. DISCLOSURES A. Policy for determining ‘material’ subsidiaries Your Company has formulated a Policy for determining ‘Material’ Subsidiaries as defined in Regulation 16 of the Listing Regulations. This Policy has been posted on the website of the