annual-report-FY2020

MAHINDRA & MAHINDRA LIMITED 2 be included in the computation of ceiling on remuneration to the extent these either singly or put together are not taxable under the Income-tax Act, 1961. 3. Encashment of earned leave at the end of the tenure as per Rules of the Company shall not be included in the computation of ceiling on remuneration. 4. Provision of car for use on Company's business, telephone and other communication facilities at residence would not be considered as perquisites. Commission: In addition to the salary and perquisites, the appointee would be entitled to such commission based on the net profits of the Company in any financial year not exceeding 1% (one percent) of such profits as the Governance, Nomination and Remuneration Committee shall decide, having regard to the performance of the Company. Provided that the remuneration payable to the appointee (including the salary, commission, perquisites, benefits and amenities) does not exceed the limits laid down in section 197 and computed in the manner laid down in section 198 of the Act, including any statutory modification(s) or re-enactment(s) thereof. FURTHER RESOLVED that where in any financial year during the currency of the tenure of the appointee, the Company has no profits or its profits are inadequate, the Company may pay to the appointee, the above remuneration as the minimum remuneration by way of salary, perquisites and other allowances and benefits as specified above subject to receipt of the requisite approvals, if any. FURTHER RESOLVED that approval of the Company be accorded to the Board of Directors of the Company (including any Committee thereof) to do all such acts, deeds, matters and things and to take all such steps as may be required in this connection including seeking all necessary approvals to give effect to this Resolution and to settle any questions, difficulties or doubts that may arise in this regard and further to execute all necessary documents, applications, returns and writings as may be necessary, proper, desirable or expedient.” 7. Appointment of Dr. Anish Shah as a Director To consider and, if thought fit, to pass the following Resolution as an Ordinary Resolution: “RESOLVED that pursuant to the provisions of section 152 and all other applicable provisions of the Companies Act, 2013 and the Rules framed thereunder [including any statutory modification(s) or amendment(s) thereto or re-enactment(s) thereof for the time being in force], Dr. Anish Shah (DIN: 02719429), who was appointed by the Board of Directors as an Additional Director of the Company, with effect from 1 st April, 2020 under section 161 of the Companies Act, 2013 and the Articles of Association of the Company and who holds office up to the date of this Annual General Meeting of the Company in terms of section 161 of the Companies Act, 2013 and in respect of whom the Company has received a Notice in writing from a Member under section 160 of the Companies Act, 2013 proposing his candidature for the office of Director of the Company, being so eligible, be appointed as a Director of the Company, liable to retire by rotation.” 8. Appointment of Dr. Anish Shah as Whole-time Director designated as “Deputy Managing Director and Group Chief Financial Officer” from 1 st April, 2020 to 1 st April, 2021 and as the Managing Director of the Company designated as “Managing Director and Chief Executive Officer” with effect from 2 nd April, 2021 to 31 st March, 2025 To consider and, if thought fit, to pass the following Resolution as a Special Resolution: “RESOLVED that pursuant to the provisions of sections 196, 197 and 198 read with Schedule V and all other applicable provisions of the Companies Act, 2013 (“the Act“), the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 [including any statutory modification(s) or re-enactment(s) thereof for the time being in force] and such other approvals, permissions and sanctions, as may be required and subject to such conditions and modifications, as may be prescribed or imposed by any of the authorities while granting such approvals, permissions and sanctions, approval of the Company be accorded to the appointment of Dr. Anish Shah (DIN: 02719429) as Whole-time Director of the Company designated as “Deputy Managing Director and Group Chief Financial Officer” of the Company with effect from 1 st April, 2020 to 1 st April, 2021 (both days inclusive), on a basic salary of Rs. 19,65,714 per month in the scale of Rs. 16,00,000 to Rs. 26,00,000 per month, and as the Managing Director of the Company designated as “Managing Director and Chief Executive Officer” with effect from 2 nd April, 2021 to 31 st March, 2025 (both days inclusive), on a basic salary in the scale of Rs. 18,00,000 to Rs. 30,00,000 per month. FURTHER RESOLVED that the approval of the Company be accorded to the Board of Directors of the Company (including any Committee thereof) to revise the basic salary payable to Dr. Anish Shah, as the Deputy Managing Director and Group Chief Financial Officer of the Company (from 1 st April, 2020 to 1 st April, 2021) and as the Managing Director and Chief Executive Officer of the Company (from 2 nd April, 2021 to 31 st March, 2025) (hereinafter referred to as the appointee) within the above mentioned scale of salary. FURTHER RESOLVED that in addition to the basic salary, the perquisites (including benefits and allowances) payable or allowable and performance pay, to the appointee be as follows: Perquisites: 1. In addition to the basic salary, the appointee shall also be entitled to perquisites not exceeding 200% of the Annual Basic Salary which would