MAHINDRA & MAHINDRA LTD. Integrated Annual Report 2023-24 94 Your Company recognizes that the Internal Financial Controls cannot provide absolute assurance of achieving financial, operational and compliance reporting objectives because of its inherent limitations. Also, projections of any evaluation of the Internal Financial Controls to future periods are subject to the risk that the Internal Financial Controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate. Accordingly, regular audits and review processes ensure that such systems are reinforced on an ongoing basis. In response to a cyber-attack on 16th March, 2024, the Company took swift action to mitigate the impact and restore affected systems. The Company investigated the matter of cyber attack and concluded that there is no significant impact on the operations and financial statements of the Company on account of this incident. E. M ANAGEMENT DISCUSSION AND ANALYSIS REPORT A detailed analysis of your Company’s performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report. F. R ELATED PARTY TRANSACTIONS The Company has in place a robust process for approval of Related Party Transactions and Dealing with Related Parties. As per the process, necessary details for each of the Related Party Transactions as applicable along with the justification are provided to the Audit Committee in terms of the Company’s Policy on Materiality of and Dealing with Related Party Transactions and as required under SEBI Master Circular dated 11th July, 2023. The Material Related Party Transactions approved by the Members of the Company are also reviewed / monitored on quarterly basis by the Audit Committee of the Company as per Regulation 23 of the Listing Regulations and Section 177 of the Companies Act, 2013. All Related Party Transactions entered during the year were in the ordinary course of business and on arm’s length basis. During the year under review, your Company has entered into Material Related Party Transactions as previously approved by the Members under Regulation 23 of the Listing Regulations. The Company also proposes to modify the limits of certain existing Material Related Party Transactions and also intends to enter into new Material Related Party Transactions for which the approval of Members is being sought. The Company has not entered into Material Related Party Transactions as per the provisions of the Companies Act, 2013 and a confirmation to this effect as required under section 134(3)(h) of the Companies Act, 2013 is given in Form AOC-2 as Annexure II, which forms part of this Annual Report. The Policy on Materiality of and Dealing with Related Party Transactions as approved by the Board is uploaded on the Company’s website and can be accessed in the Governance section at the Web-link: https://www.mahindra.com/investorrelations/policies-and-documents. G. A UDITORS Statutory Auditors and Auditors’ Report Messrs B S R & Co. LLP, Chartered Accountants (ICAI Firm Registration Number 101248W/W-100022) were re-appointed as the Statutory Auditors of the Company to hold office for a second term of 5 years from the conclusion of the 76th Annual General Meeting (AGM) held on 5th August, 2022 until the conclusion of the 81st AGM of the Company to be held in the year 2027. The Auditors’ Report for FY 2023-24 is unmodified i.e. it does not contain any qualification, reservation, 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 (Certificate 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 2023-24 given by the Secretarial Auditor. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.
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