annual-report-FY2020

170 COMPANY OVERVIEW BOARD’S REPORT MANAGEMENT DISCUSSION AND ANALYSIS CORPORATE GOVERNANCE BUSINESS RESPONSIBILITY REPORT STANDALONE ACCOUNTS CONSOLIDATED ACCOUNTS • Appointment of Dr. Anish Shah (DIN: 02719429) as an Additional Director of the Company from 1 st  April, 2020 to hold office up to the date of the 74 th AGM of the Company and subject to the approval of the Members at the said AGM as Whole-time Director of the Company, liable to retire by rotation, designated as ‘Deputy Managing Director and Group Chief Financial Officer’ from 1 st  April, 2020 to 1 st April, 2021 (both days inclusive) and as ‘Managing Director and Chief Executive Officer’ for a period commencing from 2 nd April, 2021 to 31 st  March, 2025 (both days inclusive); • Mr. Rajesh Jejurikar (DIN: 00046823) as an Additional Director of the Company from 1 st April, 2020 to hold office up to the date of the 74 th AGM of the Company and subject to the approval of the Members at the said AGM, as Whole time Director of the Company, liable to retire by rotation, designated as ‘Executive Director (Automotive and Farm Sectors)’ for a period of five years from 1 st April, 2020 to 31 st March, 2025 (both days inclusive); • Appointment of Mr. CP Gurnani (DIN: 00018234) as an Additional Director of the Company from 1 st April, 2020 to hold office up to the date of the 74 th AGM of the Company, and thereafter, subject to the approval of the Members at the said AGM, as a Non-Executive Non-Independent Director, liable to retire by rotation. As on the date of this Report, the Board of your Company consist of Mr. Anand G. Mahindra, Executive Chairman, Dr. Pawan Goenka, Managing Director and Chief Executive Officer, Dr. Anish Shah, Deputy Managing Director and Group Chief Financial Officer and Mr. Rajesh Jejurikar, Executive Director (Automotive and Farm Sectors) as the Whole-time Directors of your Company. The remaining Non-Executive Directors, comprising of seven Independent Directors (including two Woman Directors) and two Non-Independent Directors. The Directors take active part at the Board and Committee Meetings by providing valuable guidance and expert advice to the Board and the Management on various aspects of business, policy direction, governance, compliance, etc. and play critical role on strategic issues and add value in the decision making process of the Board of Directors. The maximum tenure of Independent Directors is in compliance with the Companies Act, 2013 (“the Act”) and the Listing Regulations. All the Independent Directors have confirmed that they meet the criteria as mentioned in Regulation 16(1)(b) of the Listing Regulations and Section 149(6) of the Act. The Independent Directors provide an annual confirmation that they meet the criteria of independence. Based on the confirmations/ disclosures received from the Independent Directors, the Board is of the opinion that the Independent Directors fulfil the conditions specified in the Listing Regulations and are Independent of the Management. Apart from reimbursement of expenses incurred in the discharge of their duties, the remuneration that these Directors were entitled to under the Act as Non-Executive Directors and the remuneration that a Non-Executive Director may receive for professional services rendered to the Company through a firm in which he is a partner, none of these Directors have any other pecuniary relationships with your Company, its Subsidiaries or Associates or their Promoters or Directors, during the two immediately preceding financial years or during the current financial year. None of the Directors of your Company are inter-se related to each other. Mr. CP Gurnani, being a Whole-time Director of Tech Mahindra Limited, has waived his right to receive Sitting fees for attending the Meetings of the Board of Directors or any Committee thereof on which he may be appointed from time to time or any other remuneration payable to the Non-Executive Directors of the Company, effective from 1 st April, 2020 being the date of his appointment as a Director on the Board of Directors of the Company, during his tenure as a Non-Executive Director of the Company. Professional fees for the year under review to Khaitan & Co., Advocates & Solicitors, in which Mr. Haigreve Khaitan, Non-Executive and Independent Director is a partner, amounted to Rs. 248.24 lakhs (including out of pocket expenses). During the year under review, no Independent Director of the Company resigned before the expiry of their tenure. The Senior Management of your Company have made disclosures to the Board confirming that there are no material financial and commercial transactions between them and the Company which could have potential conflict of interest with the Company at large.