annual-report-FY2021

174 COMPANY OVERVIEW BOARD’S REPORT MANAGEMENT DISCUSSION AND ANALYSIS CORPORATE GOVERNANCE BUSINESS RESPONSIBILITY REPORT STANDALONE ACCOUNTS CONSOLIDATED ACCOUNTS The Committee met five times during the year under review on 12 th June, 2020, 6 th August, 2020, 9 th November, 2020, 4 th February, 2021 and 25 th March, 2021. The attendance at the Meetings was as under: Name of the Directors Committee Meetings 1 2 3 4 5 Held during tenure Attended % of attendance of a Member 12 th June, 2020 6 th August, 2020 9 th November, 2020 4 th February, 2021 25 th March, 2021 Mr. M. M. Murugappan (Chairman)* 2 2 100% Mr. Vikram Singh Mehta (Chairman)** 5 5 100% Mr. Nadir B. Godrej # 2 2 100% Mr. Haigreve Khaitan 5 4 80% Ms. Shikha Sharma & 3 3 100% Ms. Nisaba Godrej @ 3 2 67% % of attendance at a Meeting 100% 100% 100% 75% 75% Governance, Nomination and Remuneration Committee Meeting Attended through video conference O Leave of Absence * Ceased to be a Director and thereby Chairman and Member of the Committee with effect from 8 th August, 2020. ** Appointed as Chairman of the Committee with effect from 8 th August, 2020. # Ceased to be a Director and thereby Member of the Committee with effect from 8 th August, 2020. & Appointed as Member of the Committee with effect from 8 th August, 2020. @ Appointed as an Independent Director and Member of the Committee with effect from 8 th August, 2020. N.A. N.A. N.A. N.A. N.A. N.A. O N.A. N.A. N.A. N.A. O GOVERNANCE, NOMINATION AND REMUNERATION COMMITTEE REPORT FOR THE YEAR ENDED 31 ST MARCH, 2021 Activities of the Committee during the year Frequency Finalisation of the process of evaluation and carrying out evaluation of the performance of the Board, its Committees, Directors and Chairman of the Company and mapping of chart / matrix of core skill/ expertise/ competencies of the Board A Recommended to the Board the appointment of Dr. Anish Shah, Mr. Rajesh Jejurikar and Mr. CP Gurnani, for recommendation to the Shareholders E Amended the Code of Conduct for Employees and recommended the same to the Board E Discussion on identification of New Independent Directors E Approved change in the criteria for Grant of Employee Stock Options E Approved and recommended to the Board the appointment of Ms. Nisaba Godrej and Mr. Muthiah Murugappan as Additional Directors (Independent and Non-Executive) on the Board of Directors of the Company with effect from 8 th August, 2020 for a term of 5 (five) consecutive years commencing from 8 th August, 2020 to 7 th August, 2025 (both days inclusive) E Grant of Stock Options to the Eligible Employees under the Mahindra & Mahindra Limited Employees Stock Option Scheme – 2010 and cancellation of Stock Options in certain cases A / E Remuneration and Commission to be paid to the Wholetime Directors A Induction of Mr. Amit Kumar Sinha, President-Group Strategy on the Group Executive Board with effect from 2 nd April, 2021, approved the remuneration payable to him from 2 nd April, 2021 as a member of the Senior Management and recommended the same to the Board E Appointment of Mr. Manoj Bhat as the Chief Financial Officer of the Company to be designated as ‘Group Chief Financial Officer’ with effect from 2 nd April, 2021, approval of the remuneration payable to him and his induction as a member of Group Executive Board with effect from 2 nd April, 2021 and recommended the same to the Board E Noted cessation of Dr. Pawan Goenka as Managing Director, Chief Executive Officer and as Director with effect from 2 nd April, 2021 and placing on record its deep appreciation for the invaluable services rendered by Dr. Goenka E Approved the appointment of Mr. Vikram Singh Mehta as a Lead Independent Director of the Company with effect from 1 st April, 2021, defined his role and recommended the same to the Board E Penalty Framework under Code of Conduct for Employees E Frequency A Annual E Event Based