annual-report-FY2020

MAHINDRA & MAHINDRA LIMITED 19 (iv) Job Profile and his suitability: Dr. Shah is currently the Deputy Managing Director and Group Chief Financial Officer for the Mahindra Group, with responsibility for the Group Corporate Office and oversight of all businesses other than the Auto and Farm sectors. The Board has appointed him as the Managing Director and CEO designate effective 2 nd April, 2021. His prior role was Group President (Strategy), where he led strategy development; built capabilities such as digitization and data sciences; enabled synergies across Group companies and managed the Risk and performance review organisations. The Company has witnessed intrinsic growth under his leadership in the office of Group President - Strategy. Taking into consideration his qualifications and expertise in relevant fields, Dr Shah is best suited for the responsibilities currently assigned to him. (v) Remuneration proposed: Scale of Salary: Basic Salary of Rs. 19,65,714 per month in the scale of Rs. 16,00,000 to Rs. 26,00,000 per month with effect from 1 st April, 2020 upto and including 1 st April, 2021, and basic salary in the scale of Rs. 18,00,000 to Rs. 30,00,000 per month with effect from 2 nd April, 2021 to 31 st March, 2025 (both days inclusive). Perquisites and Performance Pay: As stated in Resolution No. 8. Dr. Shah 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. The number of Stock Options granted and outstanding as on 31 st March, 2020, are 36,504, all of which are unvested and would vest during the period of his appointment. Based on certain eligibility criteria including number of years’ service, grade and performance rating, and basis the market price of equity shares of the Company as on 31 st March, 2020 the expected perquisite value of options to be granted to Dr. Shah during his period of appointment could be around Rs. 25 crores. The exact perquisite value of the ESOPs to be granted during his period of appointment, would depend on the actual number of options that may be granted by Governance, Nomination and Remuneration Committee, number of options exercised by Dr. Shah and the market price of the shares on the date of exercise of options granted. 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. Shah, within the above mentioned scale of salary. Notice period applicable to a Whole-time Director of the Company is six months. (vi) Comparative remuneration profile with respect to industry, size of the company, profile of the position and person (in case of expatriates the relevant details would be with respect to the country of his origin) : Taking into consideration the size of the Company, the profile of Dr. Shah, the responsibilities shouldered by him and the industry benchmarks, the remuneration proposed to be paid is commensurate with the remuneration packages paid to similar senior level counterpart(s) in other companies. (vii) Pecuniary relationship directly or indirectly with the Company, or relationship with the managerial personnel, if any: Besides the remuneration proposed to be paid to him, Dr. Shah does not have any other pecuniary relationship with the Company or relationship with the managerial personnel. III. Other Information: (i) Reasons of loss or inadequate profits: Not applicable, as the Company has posted a net profit after tax of Rs. 1,330.55 crores during the year ended 31 st March, 2020. (ii) Steps taken or proposed to be taken for improvement and (iii) Expected increase in productivity and profits in measurable terms: Not applicable as the Company has adequate profits. IV. Disclosures: Since the appointment of Dr. Shah as an Additional Director is effective from 1 st April, 2020, the information and disclosures of the remuneration package of Dr. Shah as per the requirements of Section II of Part II of Schedule V of the Act is not mentioned in the Annual Report in the Corporate Governance Report Section. However, the information and Disclosures of the remuneration package of all Directors have been mentioned in the Annual Report in the Corporate Governance Report Section under the Heading “Remuneration to Directors”. Dr. Shah satisfies all the conditions set out in Part-I of Schedule V to the Act as also conditions set out under sub-section 3 of section 196 of the Act for being eligible for his appointment. Dr. Shah is not disqualified from being appointed as a Director in terms of section 164 of the Act and has given his consent to act as a Director. Dr. Shah 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 Dr. Shah, 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,