annual-report-FY2020

MAHINDRA & MAHINDRA LIMITED 20 shareholding in the Company, 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. The Board is of the view that Dr. Shah’s knowledge and experience will be of immense benefit and value to the Company and pursuant to the recommendation of the Governance, Nomination and Remuneration Committee, recommends his appointment to the Members. The Articles of Association of the Company are available for inspection by the Members in electronic form as per the instructions provided in the Note No. 9 of this Notice. Save and except Dr. Shah, 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 Nos. 7 & 8 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. 7 and Special Resolution set out at Item No. 8 of the Notice for approval of the Members. ITEM NOS. 9 & 10: The Board of Directors of the Company, pursuant to the recommendation of the Governance, Nomination and Remuneration Committee of the Board and subject to the approval of the Members at the ensuing General Meeting of the Company, appointed Mr. Rajesh Jejurikar (DIN: 00046823) as an Additional and Whole-time Director of the Company with effect from 1 st April, 2020 designated as Executive Director (Automotive and Farm Sectors) of the Company for a period of 5 years with effect from 1 st April, 2020 to 31 st March, 2025. He holds office upto the date of the ensuing Annual General Meeting pursuant to section 161 of the Companies Act, 2013 (“the Act”) and Article 107 of the Articles of Association of the Company. The Company has received notice in writing from a Member under section 160 of the Act, proposing his candidature for the office of Director of the Company. Profile: Mr. Jejurikar has completed 55 years of age. Mr. Jejurikar is an MBA from S.P. Jain Institute of Management and had attended the Advanced Management Program at The Wharton School, University of Pennsylvania and was awarded the British Chevening Scholarship to study at the Manchester Business School, UK. Mr. Rajesh Jejurikar has diverse experience across Packaged Goods, Advertising, Media, Automotive and Farm Equipment. He joined Mahindra in 2000 as Vice President – Marketing for Automotive Sector. In 2003, he was appointed Executive Vice President – Sales & Marketing and in 2005, he was given additional responsibility as the Managing Director of Mahindra Renault in India. In 2008, he became Chief of Operations of the Automotive Sector and when Automotive & Farm Equipment Sector (AFS) was formed in 2010, he was appointed Chief Executive for the Automotive Division and Member of the Group Executive Board. In 2013, Mr. Jejurikar joined the Farm Equipment Sector as Chief Executive – Tractor & Farm Mechanisation and became the Sector President in 2015. Mr. Jejurikar serves on the Governing Council of S. P. Jain Institute. He was a member of CII National Council in 2016, 2017 and currently is a Member of the CII National Council on Agriculture. He is also a Member of the CII National Committee on IT/ITeS, where he Co-Chairs the Working Group for Agriculture. Mr. Jejurikar is the Chairman of Peugeot Motocycles SAS, Mahindra Two Wheelers Europe Holdings S.a.r.l., Mahindra USA Inc. and Mitsubishi Mahindra Agricultural Machinery Co. Ltd. He is an Executive Director (Auto & Farm Sectors) of Mahindra and Mahindra Limited, Director of Swaraj Engines Limited and Classic Legends Private Limited. He is an Independent Director of Aliaxis SA. Mr. Jejurikar is a Chairman/Member of the following Board Committees: Sr. No. Name of the Company Name of the Committee Position Held 1. Mahindra & Mahindra Limited Risk Management Committee Member 2. Peugeot Motocycle SAS Strategy and Synergies Committee Chairman Nomination and Compensation Committee Member Audit & Finance Committee Member 3. Swaraj Engines Limited Stakeholders Relationship Committee Chairman Corporate Social Responsibility Committee Member Nomination and Remuneration Committee Member 4. Classic Legends Private Limited Nomination and Remuneration Committee Chairman Mr. Jejurikar holds 99,627 Ordinary (Equity) Shares in the Company. The appointment of Mr. Jejurikar as an Additional Director is effective from 1 st April, 2020, and he has attended all the Board Meetings of the Company held since 1 st April, 2020 till date. The Explanatory Statement may be considered as a written Memorandum setting out terms, conditions and limits of remuneration of Mr. Rajesh Jejurikar in terms of section 190 of the Act. Pursuant to sections 196, 197, 198 and all other applicable provisions of the Act and 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] read with Schedule V of the Act, the appointment of and remuneration payable to Mr. Jejurikar is now being placed before the Members at the Annual General Meeting for their approval by way of Special Resolution.