annual-report-FY2021

MAHINDRA & MAHINDRA LIMITED 2 Director and in respect of whom the Company has received a Notice in writing from a Member under section 160 of the Act proposing her candidature for the office of Director, being so eligible, be appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a term of 5 (five) consecutive years commencing from 8 th August, 2020 to 7 th August, 2025.” 8. A ppointment of Mr. Muthiah Murugappan as an Independent Director T o consider and, if thought fit, to pass the following Resolution as an Ordinary Resolution: “ RESOLVED that pursuant to the provisions of sections 149, 150, 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 (“the Act“), Companies (Appointment and Qualifications of Directors) Rules, 2014 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [including any statutory modification(s) or amendment(s) thereto or re-enactment(s) thereof for the time being in force] , Mr. Muthiah Murugappan (DIN: 07858587), who was appointed as an Additional Director (Independent and Non-Executive) of the Company with effect from 8 th August, 2020 under section 161 of the Act and the Articles of Association of the Company and who holds office upto the date of this Annual General Meeting of the Company, and who qualifies for being appointed as an Independent Director and in respect of whom the Company has received a Notice in writing from a Member under section 160 of the Act proposing his candidature for the office of Director, being so eligible, be appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a term of 5 (five) consecutive years commencing from 8 th August, 2020 to 7 th August, 2025.” 9. Re-appointment of Mr. T. N. Manoharan as an Independent Director T o consider and, if thought fit, to pass the following Resolution as a Special Resolution: “ RESOLVED that pursuant to the provisions of sections 149, 150, 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 (“the Act“) and the Companies (Appointment and Qualifications of Directors) Rules, 2014 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [including any statutory modification(s) or amendment(s) thereto or re-enactment(s) thereof for the time being in force], Mr. T. N. Manoharan (DIN: 01186248), who was appointed as an Independent Director of the Company at the 71 st Annual General Meeting of the Company held on 4 th August, 2017 and who holds office of the Independent Director upto 10 th November, 2021 and who is eligible for being re-appointed as an Independent Director and in respect of whom the Company has received a Notice in writing from a Member under section 160 of the Act, proposing his candidature for the office of Director, be re-appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a second term of 5 (five) consecutive years commencing from 11 th November, 2021 to 10 th November, 2026.” 10. P ayment of remuneration to Mr. Anand G. Mahindra as a Non-Executive Chairman of the Company with effect from 12 th November, 2021 T o consider and, if thought fit, to pass the following Resolution as a Special Resolution: “RESOLVED that pursuant to the provisions of sections 197 and 198 read with Schedule V and all other applicable provisions of the Companies Act, 2013 (“the Act“), the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Regulation 17(6)(ca) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") [including any statutory modification(s) or amendment(s) thereto or re-enactment(s) thereof for the time being in force], and such other approvals, permissions and sanctions, as may be required and subject to such conditions and modifications, as may be prescribed or imposed by any of the authorities while granting such approvals, permissions and sanctions, approval of the Company be accorded for payment of remuneration to Mr. Anand G. Mahindra (DIN: 00004695) as Non‑Executive Chairman of the Company for a period of 5 (five) years with effect from 12 th November, 2021, as under: 1) T otal Remuneration of Rs. 5,00,00,000 per annum split as under: (a) R emuneration of Rs. 2,50,00,000 per annum by way of monthly payment and (b) Commission of Rs. 2,50,00,000 per annum. 2) Sitting Fees: In addition to the above, Mr. Anand G. Mahindra shall be entitled to payment of sitting fees for attending the meetings of the Board of Directors or any Committee thereof, as approved by the Board of Directors for Non-Executive Directors of the Company.