MAHINDRA & MAHINDRA LTD. Integrated Annual Report 2023-24 228 5. Disclosure in relation to recommendation made by any Committee which was not accepted by the Board: During the year under review, there were no such recommendations made by any Committee of the Board which were mandatorily required and not accepted by the Board. 6. Certificate from Company Secretary in Practice regarding Non-Debarment and Non-Disqualification of Directors A certificate from Company Secretary in Practice certifying that none of the Directors on the Board of the Company as on 31st March, 2024 have been debarred or disqualified from being appointed or continuing as Director of companies by the Board/ Ministry of Corporate Affairs or any such Statutory Authority, is annexed at the end of this Report. 7. Disclosure in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 for the Financial Year 2023-24 is as under: (a) Number of complaints filed during the financial year under review : 13 (b) Number of complaints disposed of during the financial year under review : 11 (c) Number of complaints pending as on end of the financial year : 2 8. Particulars of loans/advances/investments pursuant to Para A of Schedule V of the Listing Regulations: The particulars of loans/advances/investments required to be disclosed pursuant to Para A of Schedule V of the Listing Regulations are furnished separately in the Board’s Report and forms part of this Annual Report. 9. Disclosure of Loans and advances in the nature of loans to firms/companies in which directors are interested by name and amount: The Loans and advances in the nature of loans to firms/ companies in which directors are interested are disclosed separately in the Board’s Report and forms part of this Annual Report. 10. Directors and Officers Liability Insurance: As per the provisions of the Act and in compliance with Regulation 25(10) of the Listing Regulations, the Company has taken a Directors and Officers Liability Insurance (D&O) on behalf of all Directors including Independent Directors and Officers of the Company for indemnifying any of them against any personal liability coming onto them whilst discharging fiduciary responsibilites in relation to the Company. 11. Disclosure of certain type of Agreements Binding Listed Entities: Shareholders Agreement (“SHA”) between Mahindra Sustainable Energy Private Limited, a wholly owned subsidiary of the Company (“MSEPL”), 2726522 Ontario Limited (“Ontario”) and Mahindra Teqo Private Limited, a subsidiary of MSEPL which is a wholly owned subsidiary of the Company (“MTPL”) executed on 25th September, 2023 envisages “Non-compete restrictions” on the Company and its certain subsidiaries [excluding listed affiliates of the Company and their respective subsidiaries], with respect to conducting the Competing Business i.e. the business of Providing Operations & Maintenance and Consultancy Services for Renewable Energy Assets in India, subject to certain exclusions as defined in the SHA. A disclosure as required under clause 5A of paragraph A of Part A of Schedule III of the Listing Regulations was made to the Stock Exchanges by the Company on 25th September, 2023. 12. No Permanent Board Seats: SEBI has amended the Listing Regulations with effect from 1st April, 2024 mandating shareholders’ approval for a directors’ continuation on the Board at least once every 5 years from the date of their appointment or reappointment. However, this provision is not applicable to the Company as it does not have any Permanent Board seats. As on 31st March, 2024, there were 7 Independent Directors on the Board of your Company. The balance 3 Directors viz. Non-Executive Chairman, Managing Director & CEO and Executive Director are subject to retirement by rotation. This practice of not having any permanent Board seats was already institutionalised by the Company much before such amendment was made effective. 13. No Special Rights to Shareholders: SEBI introduced Regulation 31B to the Listing Regulations, pursuant to which “Special Rights” granted to a shareholder will be subject to the approval by the shareholders in a general meeting by way of a special resolution once in every five years starting from the date of grant of such Special Right. The existing “Special Rights” to any shareholder must be ratified within five years of 14th July, 2023. The Company ensures equitable treatment to all shareholders and has not granted any special rights like Nomination Rights, Veto Rights / Affirmative voting, Information Rights, Anti-Dilution Rights, Right of First Refusal, Tag Along Rights, Divestment Rights, etc. to its Shareholders.
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