MAHINDRA & MAHINDRA LTD. Corporate Governance 185 Statutory Auditors, to consider and grant prior approval for the related party transactions including material related party transactions in terms of Regulation 23 read with Regulation 2(1)(zc) and Regulation 2(1)(zb) of the Listing Regulations, granting omnibus approvals for related party transactions subject to fulfilment of certain conditions and quarterly reviews thereof, approve transaction(s) of the Company or any Subsidiaries of the Company on one hand and any other person or entity on the other hand, the purpose and effect of which is to benefit a related party of the Company or any Subsidiaries of the Company. The Committee is also authorised to scrutinise intercorporate loans and investments, valuation of undertakings or assets of the Company, review the risk assessment and minimisation procedures, evaluate internal financial controls and risk management systems, monitor end use of the funds raised through public offers and related matters, review the utilisation of loans and / or advances from / investment by the Company in the subsidiary companies exceeding Rs. 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments and review compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (“PIT Regulations”) at least once in a financial year and verify that the systems for internal control are adequate and are operating effectively. The Committee is also empowered to, inter alia, recommend to the Board, the remuneration payable to the Statutory Auditors, availing of such other permitted services from the Auditors and to recommend a change in the Auditors, if felt necessary. Further, the Committee is empowered to recommend to the Board, the appointment of Chief Financial Officer, the term of appointment and remuneration of the Cost Auditor, Secretarial Auditor, Internal Auditor, etc., review the functioning of the Whistle-blower Policy / Vigil Mechanism, to consider and comment on rationale, costbenefits and impact of schemes involving merger, demerger, amalgamation etc., on the Company and its shareholders. The Committee also reviews Financial Statements and Investments of unlisted subsidiary companies, Management Discussion & Analysis of financial condition and results of operations, review the report submitted by monitoring agency for the utilization of proceeds of preferential issue or qualified institutions placement in addition to public issue or rights issue, etc. The Audit Committee has been granted powers as prescribed under Regulation 18(2)(c) of the Listing Regulations and reviews all the information as prescribed in Part C of Schedule II of the Listing Regulations. The Committee also reviews the Report on compliance under Code of Conduct for Prevention of Insider Trading adopted by the Company pursuant to PIT Regulations. Further, Compliance Reports under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Whistle-blower Policy are also presented before the Committee. The Meetings of the Audit Committee are also attended by the Chairman, the Group CEO and Managing Director, Executive Director and CEO (Auto and Farm Sector), Group Chief Financial Officer, the Statutory Auditors, the Group Chief Internal Auditor, the Controller of Accounts, the Chief Financial Officer of Auto and Farm Sector and the Company Secretary. As required under the Secretarial Standard on General Meetings, the Chairman of the Committee or, in his absence, any other Member of the Committee authorised by him on his behalf shall attend the General Meeting of the Company. Mr. T. N. Manoharan, Chairman of the Audit Committee, was virtually present at the 78th AGM of the Company held through Video Conferencing facility on 31st July, 2024 to address the Shareholders’ queries pertaining to Annual Accounts of the Company. Apart from the Meetings, Circular Resolution(s) are also passed by the Members. Subsequently, these Circular Resolution(s) are noted in the Meeting held after the date on which the Circular Resolution(s) are passed by the Members. Composition and Attendance (in brief): 100% 3 7 100% Independence Members Meetings Attendance The Committee met Seven times during the year under review on 15th May, 2024, 30th July, 2024, 6th November, 2024, 6th February, 2025, 20th February, 2025, 28th February, 2025 and 31st March, 2025. The gap between two Meetings did not exceed one hundred and twenty days.
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