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

176 MAHINDRA & MAHINDRA LTD. Integrated Annual Report 2022-23 (Prohibition of Insider Trading) Regulations, 2015 (“Insider Trading Regulations”). M&M Code of Conduct has been formulated to regulate, monitor and ensure reporting of trading by the Designated Persons and their immediate relatives towards achieving compliance with the Insider Trading Regulations and is designed to maintain the highest ethical standards of trading in Securities of the Company by persons to whom it is applicable. The Code lays down Guidelines, which advise them on procedures to be followed and disclosures to be made, while dealing with securities of the Company and caution them of the consequences of violations. Subsequent to the year end, the M&M Code of Conduct was amended to inter alia align it with the Insider Trading Regulations and to restrict trading in Derivative transactions in the Securities of the Company. F. Policy and procedure for inquiry in case of leak/suspected leak of Unpublished Price Sensitive Information The Company has formulated the ‘Policy and procedure for inquiry in case of leak / suspected leak of Unpublished Price Sensitive Information’ (’UPSI’). The Policy is formulated to maintain ethical standards in dealing with sensitive information of the Company by persons who have access to UPSI. The rationale of the Policy is to strengthen the internal control systems to ensure that UPSI is not communicated to any person except in accordance with the Insider Trading Regulations. The Policy also provides an investigation procedure in case of leak/suspected leak of UPSI. G. Whistle-blower Policy The Vigil Mechanism as envisaged in the Act and the Rules prescribed thereunder and the Listing Regulations is implemented through the Code of Conduct, Whistle-blower and other Governance Policies and the Vigil Mechanism frameworks. The Company has taken adequate measures to create awareness amongst its employees on the Code of Conduct and Governance Policies through regular face to face/ E‑learning sessions. The Company has provided a third-party whistleblowing helpline service through an external service provider. The Ethics helpline service includes toll free number, web portal access and e-mail facilities. This helpline serves as platform under vigil mechanism for all stakeholders to raise any concerns on unethical behaviour and provided by Convercent, a Global service provider. • Helpline No: 000 800 100 4175 The toll-free helpline number is available in English and Multiple Languages. • Url: https://ethics.mahindra.com/ is available in 5 prominent languages (Tamil, Telugu, Spanish, English, Hindi). Direct complaints can also be raised with the Chairman of the Audit Committee through the third-party web portal at the link mentioned above or by sending an email to [email protected] or by sending a letter to the below address: Chairperson of the Audit Committee, Mahindra & Mahindra Limited Mahindra Towers, Dr. G. M. Bhosale Marg, P. K. Kurne Chowk, Worli, Mumbai – 400 018. The Whistle-blower Policy has an established reporting mechanism for Stakeholders to report concerns about unethical behaviour, actual or suspected fraud, or violation of the Code, including insider trading violations and reporting instances of leak of Unpublished Price Sensitive Information by the employees. Under the Vigil Mechanism, the employees are encouraged to voice their concerns and all stakeholders have been provided access to the Audit Committee through the Chairperson. No personnel have been denied access to the Audit Committee. The Policy provides for adequate safeguards against victimization of persons who use the mechanism. The Whistle-blower Policy was updated during the year, the details of which may be referred to in the Board’s Report. During the course of the year the Vigil framework and systems for timely and conclusive resolution of compliance concerns have been standardized and further strengthened. The Whistle-blower Policy of the Company is available 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 . VII. MEANS OF COMMUNICATION The Company recognizes the importance of two-way communication with Shareholders and of giving a balanced reporting of results and progress. Full and timely disclosure of information regarding the Company’s financial position and performance is an important part of your Company’s corporate governance ethos. Your Company follows a robust process of communicating with its stakeholders, security holders and investors through multiple channels of communications such as dissemination of information on the website of the Stock Exchanges, Press Releases, the Annual Reports and uploading relevant information on its website. Financial Results: The unaudited quarterly results are announced within forty- five days of the close of each quarter, other than the last quarter. The audited annual results are announced within sixty days from the end of the financial year as required under the Listing Regulations. The aforesaid financial results are announced to the Stock Exchanges within the statutory time period from the conclusion of the Board Meeting(s) at which these are considered and approved.