annual-report-FY2020

MAHINDRA & MAHINDRA LIMITED 16 being placed before the Members at the Annual General Meeting for their approval by way of Special Resolution. The following additional information as required by Schedule V to the Companies Act, 2013 is given below: I. General Information: (i) Nature of Industry: The Company is, inter alia, in the business of manufacture of different range of automotive vehicles, agricultural tractors, implements, industrial engines, etc. (ii) Date or expected date of commencement of commercial production: The Company was incorporated on 2 nd October, 1945 and started assembly of jeep type vehicles in the year 1949. (iii) In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus: Not Applicable. (iv) Financial performance based on given indicators – as per audited financial results for the year ended 31 st March, 2020: Particulars Rs. in crores Gross Turnover & Other Income 47,155.59 Net profit as per Statement of Profit & Loss (After Tax) 1,330.55 Computation of Net Profit in accordance with section 198 of the Companies Act, 2013 5,081.82 Net Worth 34,467.84 (v) Foreign investments or collaborators, if any: Not Applicable. II. Information about the appointee: (i) Background details: Refer profile Section as stated above (ii) Past remuneration during the financial year ended 31 st March, 2020: Rs. 1,003.44 lakhs (iii) Recognition or awards: Refer profile Section stated above (iv) Job Profile and his suitability: Dr. Goenka joined the Company as General Manager (R&D) in the year 1993. During his R&D tenure he led the development of the Scorpio SUV. He was appointed COO (Automotive Sector) in April, 2003, President (Automotive Sector) in September, 2005, President (Automotive & Farm Equipment Sectors) in April, 2010, Executive Director and Group President (AFS) in April, 2015, and Managing Director of Mahindra & Mahindra Limited, in November, 2016. At the 68 th Annual General Meeting held on 8 th August, 2014, Members appointed Dr. Pawan Goenka as a Whole-time Director designated as Executive Director and President - Automotive and Farm Equipment Sectors for a period of five years from 23 rd September, 2013 to 22 nd September, 2018. Further, at the 71 st Annual General Meeting held on 4 th August, 2017, Members appointed Dr. Pawan Goenka as the Managing Director of the Company for a period of four years with effect from 12 th November, 2016 upto and including 11 th November, 2020. The Company has witnessed intrinsic growth post liberalisation under his leadership. Taking into consideration his qualifications and expertise in relevant fields, the Managing Director & CEO of the Company is best suited for the responsibilities currently assigned to him. (v) Remuneration proposed: Scale of Salary: Basic Salary in the scale of Rs. 18,00,000 to Rs. 30,00,000 per month. Perquisites and Commission: As stated in Resolution No. 6. Dr. Goenka is also entitled to grant of Stock Options as may be decided by the Governance, Nomination and Remuneration Committee of the Company, from time to time. In the Explanatory Statement annexed to the Notice dated 30 th May, 2017 convening the 71 st Annual General Meeting on 4 th August, 2017, the Company had mentioned that the expected perquisite value of options to be granted to Dr. Goenka during his period of appointment upto 11 th November, 2020 could be around Rs. 15 crores. The expected perquisite value of options to be granted to Dr. Goenka during his period of re-appointment upto 1 st April, 2021 would be within the said overall limit of Rs. 15 crores. The number of Stock Options granted and outstanding as on 31 st March, 2020 are 86,252 of which 57.68% have vested and are unexercised and the balance 43.32% would vest as per the vesting schedule. The value of perquisites availed by Dr. Goenka in the Financial Year 2020 was Rs. 46.54 lakhs. It is proposed to authorise the Board (which term shall be deemed to include any duly authorised Committee thereof, for the time being exercising the powers conferred on the Board by this Resolution) to revise the basic salary payable to Dr. Pawan Goenka, within the abovementioned scale of salary. Notice period applicable to a Whole-time Director of the Company is six months.

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