STATUTORY REPORTS | Corporate Governance Report 227 VII. DISCLOSURES A. Policy for Determining ‘Material’ Subsidiaries Your Company has formulated a Policy for determining ‘Material’ Subsidiaries as defined in Regulation 16 of the SEBI LODR Regulations. This Policy is uploaded on the Company’s website and can be accessed at: https://www.mahindra.com/ investor-relations/policies-and-documents. B. Policy on Materiality of and Dealing with Related Party Transactions Your Company has formulated a Policy on Materiality of and Dealing with Related Party Transactions (‘RPT Policy’) which specifies the manner of entering into related party transactions. During the year under review, the RPT Policy was reviewed and amended in alignment with the applicable regulatory updates. The updated RPT Policy is uploaded on the Company’s website and can be accessed at: https://www.mahindra.com/ investorrelations/policies-and-documents. C. Disclosure of Transactions with Related Parties During the year under review, there were no materially significant transactions or arrangements entered into between the Company and its Promoters, Directors or their Relatives or the Management, Subsidiaries, etc. that may have potential conflict with the interests of the Company at large. Further, details of related party transactions are presented in Note No. 41 to Annual Accounts in the Annual Report. In addition to the above and as required under the SEBI LODR Regulations, the Company is in compliance with the Accounting Standards on related party disclosures. It has been submitting disclosures of related party transactions to the Stock Exchanges in the prescribed format within prescribed timelines and also publishing it on the website of the Company. D. Disclosure of Accounting Treatment in preparation of Financial Statements The financial statements have been prepared in accordance with Indian Accounting Standards (‘Ind AS’) as per the Companies (Indian Accounting Standards) Rules, 2015 as amended and notified under section 133 of the Act and other relevant provisions of the Act. E. Code for Prevention of Insider Trading Practices The Company has formulated and adopted the ‘Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information’ which, inter-alia, includes Policy for determination of ‘Legitimate Purpose’ and ‘Code of Conduct for Prevention of Insider Trading in Securities of Mahindra & Mahindra Limited’ (‘M&M Code of Conduct’) in compliance with the SEBI PIT Regulations. M&M Code of Conduct has been formulated to regulate, monitor and ensure reporting of trading by the Designated Persons and their immediate relatives towards achieving compliance with the PIT Regulations and is designed to maintain the highest ethical standards of trading in Securities of the Company by persons to whom it is applicable. The Code lays down guidelines, which advise them on procedures to be followed and disclosures to be made, while dealing with securities of the Company and caution them of the consequences of violations. The Code has been amended to, inter-alia, include and align with the provisions and amendment made to the SEBI PIT Regulations which has expanded the scope of Unpublished Price Sensitive Information (‘UPSI’) and introduced flexibilities regarding information emanating from outside the Company. F. Policy and procedure for inquiry in case of leak/ suspected leak of Unpublished Price Sensitive Information The Company has formulated the ‘Policy and Procedure for inquiry in case of leak / suspected leak of Unpublished Price Sensitive Information’ (‘the Policy’). The Policy is formulated to maintain ethical standards in dealing with sensitive information of the Company by persons who have access to UPSI. The rationale of the Policy is to strengthen the internal control systems to ensure that UPSI is not communicated to any person except in accordance with the Insider Trading Regulations. The Policy also provides an investigation procedure in case of leak / suspected leak of UPSI. G. Whistle-blower Policy The Vigil Mechanism as envisaged in the Act and the Rules prescribed thereunder and the SEBI LODR Regulations is implemented through the Company’s Whistle-Blower Policy. The Company has taken adequate measures to create awareness amongst its employees on the Code of Conduct and Governance Policies through regular classroom/online
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