MAHINDRA & MAHINDRA LTD. Integrated Annual Report 2023-24 104 initiatives, while also providing an opportunity for them to understand detailed aspects of execution and challenges relating to the specific theme. In summary, through this process, Members of the Board get a comprehensive and balanced perspective on the strategic issues facing the Company, the competitive differentiation being pursued by the Company, and an overview of the execution plan. In addition, this event allows Board members to interact closely with the senior leadership of the various business segments of the Company and its Subsidiaries. The Company has a web based portal i.e. Board portal, accessible to all the Directors which, inter alia, contains the following information: ● Roles, responsibilities and liabilities of Directors under the Companies Act, 2013 and the Listing Regulations ● 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/FY24/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, confirm that: (a) in the preparation of the annual accounts for the Financial Year ended 31st March, 2024, 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 31st March, 2024 and of the profit of the Company for the year ended on that date; (c) they have taken proper and sufficient 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 31st March, 2024; (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 31st March, 2024. Board Meetings and Annual General Meeting A calendar of Meetings is prepared and circulated in advance to the Directors. During the year 1st April, 2023 to 31st March, 2024, nine Board Meetings were held on: 26th May, 2023, 7th July, 2023, 26th July, 2023, 4th August, 2023, 15th September, 2023, 9th and 10th November, 2023, 2nd February, 2024, 14th February, 2024 and 18th and 19th March, 2024. The 77th Annual General Meeting (AGM) of the Company was held on 4th August, 2023 through Video Conferencing / Other Audio Visual Means. 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 Officer or any other Management Personnel.
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