CORPORATE GOVERNANCE 215 Composition and Attendance (in brief): 80% 4 5 95% Independence Members Meetings Attendance The Committee met five times during the year under review on 25th May, 2023, 3rd August, 2023, 9th November, 2023, 13th February, 2024 and 19th March, 2024. The attendance at the Meetings was as under: Name of the Members Committee Meeting Dates and Mode Held during the Year/Tenure Attended % of attendance of a Member 1 2 3 4 5 25th May, 2023 3rd August, 2023 9th November, 2023 13th February, 2024 19th March, 2024 Physical Hybrid Physical VC Physical Mr. Anand G. Mahindra (Chairman) 5 5 100% Mr. T. N. Manoharan 5 4 80% Ms. Shikha Sharma 5 5 100% Mr. Vikram Singh Mehta 5 5 100% Mr. Vijay Kumar Sharma* 3 3 100% % of attendance at a Meeting 100% 100% 100% 100% 75% Strategic Investment Committee Attendance Attended through Video Conference Leave of Absence Attended in-person * Ceased to be a Director w.e.f 20th December, 2023. N.A. N.A. Strategic Investment Committee Report for the year ended 31st March, 2024 Activities of the Committee during the year Frequency Considered, approved and granted in-principle approval for dilution of stake in the Subsidiaries of the Company E Noted business updates from various subsidiaries/Investments, Extension of date of Winding-Up, extension of timeline for authorising individuals to approved disbursals, etc. Q / E Considered, approved and recommended to the Board to grant an in-principle approval for the proposed consolidation of certain Subsidiaries with the Company through any appropriate means including by way of Scheme of Arrangement between them and the Company and their respective Shareholders E Considered, approved and recommended to the Board significant investments/funding to be made by the Company and taking note of outstanding debt, if any Q / E Frequency Q Quarterly E Event based V. SUBSIDIARY COMPANIES Regulation 16 of the Listing Regulations defines a “material subsidiary” to mean a subsidiary, whose income or net worth exceeds ten percent of the consolidated income or net worth respectively, of the listed entity and its subsidiaries in the immediately preceding accounting year. Under this definition, Mahindra & Mahindra Financial Services Limited (MMFSL) (Listed) is a material subsidiary of the Company, formed on 1st January, 1991 at Mumbai. Further, M/s. Deloitte Haskins & Sells, Chartered Accountants (ICAI Firm Registration No. 117365W) and M/s. Mukund M. Chitale & Co., Chartered Accountants (ICAI Firm Registration No. 106655W) are the Joint Statutory Auditors of MMFSL, who have completed their tenure of 3 consecutive years and would cease to be the Joint Statutory Auditors of MMFSL at the conclusion of the 34th AGM of MMFSL, to be held in the year 2024. The Joint Statutory Auditors hold a valid peer review certificate as prescribed under the Listing Regulations. The subsidiaries of the Company function independently, with an adequately empowered Board of Directors and adequate resources. For more effective governance, the minutes of Board Meetings of unlisted subsidiaries of the Company are placed before the Board of Directors of the Company for their review at every quarterly Meeting.
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