annual-report-FY2020

MAHINDRA & MAHINDRA LIMITED 14 Mr. Mahindra is a Chairman/Member of the following Board Committees: Name of the Company Name of the Committee Position Held Mahindra & Mahindra Limited Strategic Investment Committee Chairman Loans & Investment Committee Chairman Sale of Assets Committee Chairman Corporate Social Responsibility Committee Member Stakeholders Relationship Committee Member Research and Development Committee Member The terms and conditions of re-appointment and remuneration of Mr. Mahindra would be governed by the terms and conditions approved by the Members of the Company at the Annual General Meeting held on 4 th August, 2017. The remuneration paid to Mr. Mahindra during the Financial Year 2019-20 is Rs. 871.56 lakhs. Mr. Mahindra holds 14,30,008 Ordinary (Equity) Shares in the Company. Mr. Mahindra is not debarred from holding the office of Director pursuant to any Order issued by the Securities and Exchange Board of India (SEBI) or any other authority. Brief resume of Mr. Mahindra, nature of his expertise in specific functional areas, disclosure of relationships between directors inter-se, name of listed entities and other companies in which he holds directorships and memberships/ chairmanships of Board Committees, shareholding in the Company, the number of Meetings of the Board attended during the year, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India are stated herein, and are also provided in the Corporate Governance Report forming part of the Annual Report. Save and except Mr. Mahindra, and his relatives to the extent of their shareholding interest, if any, in the Company, none of the other Directors, Key Managerial Personnel (“KMP“) of the Company and their relatives are, in any way, concerned or interested, financially or otherwise, in the Resolution set out at Item No. 4 of the Notice. None of the Directors and KMP of the Company are inter-se related to each other. The Board recommends the Ordinary Resolution set out at Item No. 4 of the Notice for approval of the Members. Explanatory Statement in respect of the Special Business pursuant to section 102 of the Companies Act, 2013 ITEM NO. 5: The Board of Directors, at its Meeting held on 12 th June, 2020, upon the recommendation of the Audit Committee, approved the appointment of Messrs D. C. Dave & Co., Cost Accountants having Firm Registration Number 000611, as Cost Auditors of the Company for conducting the audit of the cost records of the Company, for the Financial Year ending 31 st March, 2021, at a remuneration of Rs. 8,00,000 (Rupees Eight Lakhs only) (plus Goods and Services Tax and reimbursement of out of pocket expenses). Pursuant to section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, Members of the Company are required to ratify the remuneration to be paid to the cost auditors of the Company. Accordingly, consent of the Members is sought for passing an Ordinary Resolution as set out at Item No. 5 of the Notice for ratification of the remuneration payable to the Cost Auditors for conducting the audit of the cost records of the Company for the Financial Year ending 31 st March, 2021. None of the Directors, Key Managerial Personnel of the Company and their relatives are, in any way, concerned or interested, financially or otherwise, in the Resolution set out at Item No. 5 of the Notice. The Board recommends the Ordinary Resolution set out at Item No. 5 of the Notice for approval of the Members. ITEM NO. 6: Dr. Pawan Goenka was appointed as an Additional Director of the Company with effect from 23 rd September, 2013. The Shareholders of the Company had at the 68 th Annual General Meeting held on 8 th August, 2014 appointed Dr. Pawan Goenka as a Whole-time Director designated as Executive Director and President - Automotive and Farm Equipment Sectors for a period of 5 (five) years from 23 rd September, 2013 to 22 nd September, 2018 on a salary of Rs. 10,32,300 per month in the scale of Rs. 7,00,000 to Rs. 15,00,000 per month. Further, the Shareholders of the Company had at the 71 st Annual General Meeting held on 4 th August, 2017 approved the elevation of Dr. Pawan Goenka as a Managing Director for a period of 4 (four) years from 12 th November, 2016 upto and including 11 th November, 2020, on a salary of Rs. 14,17,245 per month in the scale of Rs. 14,00,000 to Rs. 20,00,000 per month. The Board of Directors of the Company at its Meeting held on 20 th December, 2019 has pursuant to the recommendation of the Governance, Nomination and Remuneration Committee, approved the elevation of Dr. Pawan Goenka as Managing Director and Chief Executive Officer of the Company with effect from 1 st April, 2020. Further, the Board of Directors of the Company has pursuant to the recommendation of the Governance, Nomination and Remuneration Committee and subject to the approval of the Members at the ensuing General Meeting of the Company, also approved revision in his remuneration by way of change in the scale of basic salary payable to Dr. Pawan Goenka, as the Managing Director and Chief Executive Officer of the Company, with effect from 1 st August, 2020 upto his current term i.e. 11 th November, 2020