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

72 MAHINDRA & MAHINDRA LTD. Integrated Annual Report 2022-23 ● 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 familiarisation programmes for its Directors including periodic review of Investments of the Company at Strategic Investment Committee Meetings, Regulatory updates, Industry Outlook, Business Strategy at the Board Meetings and changes with respect to the Companies Act, Taxation and other matters, Listing Regulations, Framework for Related Party Transactions, etc. at the Audit Committee Meetings, Economic Environment & Global Scenario, Frontier Risks, Business Entity Risks, etc. at the Risk Management Committee Meetings, Products Launch and Showcase of New Vehicles, etc. The details as required under Regulations 46 and 62(1A) of the Listing Regulations are available on the website of your Company at the web link: https://www.mahindra.com/resources/FY23/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, 2023, 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, 2023 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, 2023; (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, 2023. Board Meetings, Annual General Meeting and NCLT Convened Meeting A calendar of Meetings is prepared and circulated in advance to the Directors. During the year 1 st April, 2022 to 31 st March, 2023, nine Board Meetings were held on: 28 th May, 2022, 7 th July, 2022, 5 th August, 2022, 19 th August, 2022, 9 th September, 2022, 10 th and 11 th November, 2022, 21 st November, 2022, 10 th February, 2023 and 15 th March, 2023. The 76 th Annual General Meeting (AGM) of the Company was held on 5 th August, 2022 through Video Conferencing / Other Audio Visual Means. Further, a Meeting of the Equity Shareholders of your Company was convened on 19 th August, 2022 through VC / OVAM facility as per the directions of the Hon’ble National Company Law Tribunal (“NCLT”), Mumbai Bench vide its Order dated 10 th June, 2022. Meetings of Independent Directors The Independent Directors of your Company often meet before the Board Meetings without the presence of the Chairman of the Board or the Managing Director or the Executive Director or other Non-Independent Directors or Chief Financial Of cer or any other Management Personnel. These Meetings are conducted in an informal and exible manner to enable the Independent Directors to discuss matters pertaining to, inter alia , review of performance of Non-Independent Directors and the Board as a whole, review the performance of the Chairman of the Company (taking into account the views of the Executive and Non-Executive Directors), assess the quality, quantity and timeliness of ow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.