The Board of Directors as the governing body of the Company meets on an average of six times in a year depending on the exigencies to decide on crucial matters of policy and business. In order to facilitate operational independence, timely direction and supervision within the framework of the general policy of the Company, certain Committees of the Board have been constituted. Currently, the Board has the following Committees:

Apart from the Share Transfer and Shareholders/Investors Grievance Committee and the Loans & Investment Committee, the rest of the Committees are chaired by Independent Directors.

The role of the Remuneration/Compensation Committee is to review market practices and to decide on remuneration packages applicable to the Vice Chairman & Managing Director, the Executive Directors and Senior Executives of the Company. During the course of its review, the Committee also decides on the commission and/or other incentives payable, taking into account the individual's performance as well as that of the Company. The Committee has formulated and administers the Mahindra & Mahindra Limited Employees Stock Option Scheme and also attends to such other matters as may be prescribed from time to time.

The Remuneration/Compensation Committee consists of the following Directors:

This Committee consists solely of Independent Directors. The terms of reference of this Committee are very wide. Besides having access to all the required information from within the Company, the Committee can obtain external professional advice whenever required. The Committee acts as a link between the Statutory and the Internal Auditors and the Board of Directors of the Company. It is authorised to select and establish accounting policies, review reports of the Statutory and the Internal Auditors and meet with them to discuss their findings, suggestions and other related matters. The Committee is empowered to review the remuneration payable to the Statutory Auditors and to recommend a change in Auditors, if felt necessary.

It is also empowered to review Financial Statements and Investments of unlisted subsidiary companies, management discussion & analysis, material individual transactions with related parties not in the normal course of business or which are not on an arm’s length basis. Generally all items listed in Clause 49 II D of the Listing Agreement are covered in the terms of reference. The Audit Committee has been granted powers as prescribed under Clause 49 II C.

The Company's Share Transfer and Shareholders/Investors Grievance Committee functions under the Chairmanship of
Mr. Keshub Mahindra, Chairman of the Board and a Non-Executive Director.

The Committee meets as and when required, to deal with matters relating to transfers/ transmissions of shares and monitors redressal of complaints from shareholders relating to transfers, non-receipt of balance-sheet, non-receipt of dividends declared etc. With a view to expediting the process of share transfers, the Executive Director & Secretary is authorised to approve of transfers of shares below 5,000 in number. The Share Transfer and Shareholders/ Investors Grievance Committee consists of the following Directors:

Mr. Narayan Shankar, Head - Secretarial & Assistant Company Secretary, is the Compliance Officer of the Company.

The Research & Development (R&D) Committee, which was constituted by the Board in 1998, provides direction on the Research & Development mission and strategy, and key Research & Development and Technology issues. The Committee also reviews and makes recommendations on skills and competencies required and the structure and the process needed to ensure that the Research & Development initiatives result in products that are in keeping with the business needs. The Research & Development Committee consists of the following Directors:

The Committee approves of the making of loans and investments, borrowing moneys and related aspects of fund management in accordance with the guidelines prescribed by the Board.

The Loans and Investment Committee consists of the following Directors: