MAHINDRA & MAHINDRA LTD. | Integrated Annual Report 2023-24

BOARD’S REPORT 119 (b) The listed entity has taken the following actions to comply with the observations made in previous reports: Compliance Requirement Regulation/ Circular Deviations Action taken by Type of action Details of violations Fine Amount Observations/ Remarks of the Practicing Company Secretary Management response Remarks Not applicable II. Compliances related to the resignation of statutory auditors from the listed entity and its material subsidiaries as per SEBI circular CIR/CFD/CMD1/114/2019 dated 18 October, 2019: Sr. No. Particulars Compliance Status (Yes/No/NA) Observations / remarks by PCS 1. Compliances with the following conditions while appointing/re-appointing an auditor i. If the auditor has resigned within 45 days from the end of a quarter of a financial year, the auditor before such resignation, has issued the limited review/ audit report for such quarter; or ii. If the auditor has resigned after 45 days from the end of a quarter of a financial year, the auditor before such resignation, has issued the limited review/ audit report for such quarter as well as the next quarter; or iii. If the auditor has signed the limited review/ audit report for the first three quarters of a financial year, the auditor before such resignation, has issued the limited review/ audit report for the last quarter of such financial year as well as the audit report for such financial year. NA The conditions stipulated in the above referred SEBI Circular have been included in the terms of appointment of the Statutory Auditors. The Statutory auditor did not resign during the Review Period. 2. Other conditions relating to resignation of statutory auditor i. Reporting of concerns by Auditor with respect to the listed entity/its material subsidiary to the Audit Committee: a. In case of any concern with the management of the listed entity/material subsidiary such as non-availability of information / non-cooperation by the management which has hampered the audit process, the auditor has approached the Chairman of the Audit Committee of the listed entity and the Audit Committee shall receive such concern directly and immediately without specifically waiting for the quarterly Audit Committee meetings. b. In case the auditor proposes to resign, all concerns with respect to the proposed resignation, along with relevant documents has been brought to the notice of the Audit Committee. In cases where the proposed resignation is due to non-receipt of information / explanation from the company, the auditor shall inform the Audit Committee the details of information/ explanation sought and not provided by the management, as applicable. c. The Audit Committee / Board of Directors, as the case may be, shall deliberate on the matter on receipt of such information from the auditor relating to the proposal to resign as mentioned above and communicate its views to the management and the auditor. NA Please refer to observation at Sr. No. 1 above ii. Disclaimer in case of non-receipt of information: The auditor has provided an appropriate disclaimer in its audit report, which is in accordance with the Standards of Auditing as specified by ICAI / NFRA, in case where the listed entity/ its material subsidiary has not provided information as required by the auditor. NA Please refer to observation at Sr. No. 1 above 3. The listed entity / its material subsidiary has obtained information from the Auditor upon resignation, in the format as specified in Annexure- A in SEBI Circular CIR/CFD/CMD1/114/2019 dated 18th October, 2019. NA The Statutory auditor did not resign during the Review Period.

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