annual-report-FY2020

MAHINDRA & MAHINDRA LIMITED 22 (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, Mr. Jejurikar 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 Mr. Jejurikar as an Additional Director is effective from 1 st April, 2020, the information and disclosures of the remuneration package of Mr. Jejurikar 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“. Mr. Jejurikar 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. Mr. Jejurikar 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. Mr. Jejurikar 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. Jejurikar, 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, 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 Mr. Jejurikar’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 Mr. Jejurikar, 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. 9 & 10 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. 9 and Special Resolution set out at Item No. 10 of the Notice for approval of the Members. ITEM NO. 11: The Board of Directors of the Company, pursuant to the recommendation of the Governance, Nomination and Remuneration Committee has appointed Mr. CP Gurnani (DIN: 00018234) as an Additional Non-Executive Non-Independent Director of the Company with effect from 1 st April, 2020. 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. Mr. CP Gurnani (popularly known as ‘CP’ within his peer group) has completed 61 years of age. A chemical engineering graduate from the National Institute of Technology, Rourkela, he is a distinguished and active alumnus of the Institute. Mr. Gurnani has also been felicitated with an honorary Doctorate degree by Veer Surendra Sai University of Technology and Sharda University. His passion in the field of education even resonates today. He is on-board with Mahindra Ecole Centrale and is also the Chairman of IIM Nagpur. An accomplished business leader with extensive experience in international business development, start-ups and turnarounds, joint ventures, mergers and acquisitions, Mr. Gurnani led Tech Mahindra’s transformation journey, and one of the biggest turnarounds of Indian Corporate History – the acquisition and merger of Satyam. His inimitable style of leadership, combined with his sharp focus on customer experience has helped Tech Mahindra emerge as one of the leading digital IT solution providers of India. In a career spanning 38+ years, Mr. Gurnani has held several leading positions with Hewlett Packard Limited, Perot Systems (India) Limited and HCL Corporation Limited. Mr. Gurnani has also served as a Chairman of NASSCOM for the year 2016-2017. An outstanding people manager, Mr. Gurnani has an entrepreneurial style of management that is a blend of enthusiasm and dynamism. He has always focused on people’s strength to bring out the best in them. ‘Work hard and play hard’ is his motto and he applies it to all aspects of his life with complete passion.