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

65 COMPANY OVERVIEW BOARD’S REPORT MANAGEMENT DISCUSSION AND ANALYSIS CORPORATE GOVERNANCE BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT STANDALONE ACCOUNTS CONSOLIDATED ACCOUNTS The Auditors’ Report for FY 2022-23 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 2022-23 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 2022-23 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 There is no Material Unlisted Indian Subsidiary of the Company as on 31 st March, 2023 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 2022-23. 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 2022-23. 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 2023-24 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. H. P ARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES Particulars of the loans given, investment made or guarantee given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient of the loan or guarantee or security are provided in Note Nos. 8 and 40 to the Financial Statements. I. PUBLIC DEPOSITS AND LOANS/ADVANCES Your Company had discontinued acceptance of Fixed Deposits with effect from 1 st April, 2014. All the deposits from public and shareholders had already matured as on 31 st March, 2017. Out of these, 5 deposits aggregating Rs. 0.84 lakhs from the public and shareholders as on 31 st March, 2023 had matured and had not been paid at the end of the Financial Year as there is a restraining