BOARD’S REPORT 105 These Meetings are conducted in an informal and flexible 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 flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. Five Meetings of Independent Directors were held during the year and these meetings were well attended. Audit Committee The Audit Committee comprises of the following Directors viz. Mr. T. N. Manoharan (Chairman of the Committee), Ms. Shikha Sharma, Mr. Vikram Singh Mehta and Mr. Haigreve Khaitan. Subsequent to the year end, the Board at its Meeting held on 16th May, 2024, re-constituted the Audit Committee with effect from 8th August, 2024 and appointed Mr. Muthiah Murugappan as a Member in place of Mr. Vikram Singh Mehta upon completion of his tenure on 7th August, 2024. Post the re-constitution with effect from 8th August, 2024, the Audit Committee would comprise of four Directors viz. Mr. T. N. Manoharan (Chairman of the Committee), Ms. Shikha Sharma, Mr. Haigreve Khaitan and Mr. Muthiah Murugappan. All the Members of the Committee are Independent Directors and possess strong accounting and financial management knowledge. The Company Secretary of the Company is the Secretary of the Committee. All the recommendations of the Audit Committee were accepted by the Board. L. GOVERNANCE Corporate Governance Your Company possesses a profound heritage of ethical governance practices, many of which were established by the Company even prior to their legal enforcement. Your Company remains dedicated to transparency in all its transactions and places significant importance on business ethics. Your Company continued to feature in the ‘Leadership’ category in the Corporate Governance Scorecard 2023 which is developed by Institutional Investor Advisory Services India Limited (“IiAS”) with support from International Finance Corporation (“IFC”) and BSE Limited (“BSE”). A Report on Corporate Governance along with a Certificate from the Statutory Auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated under Schedule V of the Listing Regulations forms part of this Annual Report. Compliance Management The Company has adopted a compliance management tool viz. mCompliance Portal which provides system-driven alerts to the respective owners for complying with the applicable laws and regulations. Certificates capturing the compliance status of all laws and regulations applicable to the Company are generated at the end of each quarter and submitted by the Managing Director to the Board. Ethics Framework The Company’s revised Code of Conduct (the Code) for employees outlines the commitment to the principles of integrity, transparency, and fairness. It enables the Company and its employees to make the right choices and demonstrate the highest standards of integrity and ethical behaviour. The Ethics & Governance framework is also anchored by clearly defined policies and procedures, covering areas such as Anti-Bribery and Anti-Corruption Policy (ABAC), Policy on Gifts & Entertainment (G&E), Policy on Prevention of Sexual Harassment at Workplace (POSH), Whistle-Blower Policy (WB), Business Partner Code of Conduct and Supplier Code of Conduct to ensure robust Corporate Governance. The Code of Conduct and all the Company’s policies are accessible on the Company’s website; in the Governance section at the Web-link: https://www.mahindra.com/investorrelations/policies-and-documents and on the Rise@Work, the Company’s intranet as well as on the mobile app Me-connect. New joiners are mandatorily required to undertake e-learning modules on the Code, POSH and ABAC. In addition to this, an Annual Compliance Declaration Module is mandated for the employees. In order to achieve regular reinforcement of the Code and policies across the Company; the Ethics program has the support of 145 Ethics Counsellors who help the Company to amplify the values which the Company stands for and
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