annual-report-FY2021

MAHINDRA & MAHINDRA LIMITED 16 Mr. CP Gurnani is a Chairman/Member of the following Board Committees: Name of the Company Name of the Committee Position held Tech Mahindra Limited CSR Committee Chairman Stakeholders Relationship Committee Member Investment Committee Member Securities Allotment Committee Member Attendance at Board Meetings: During the year 1 st April, 2020 to 31 st March, 2021, 7 Board Meetings of the Company were held, and Mr. CP Gurnani had attended all Meetings. Remuneration: Mr. CP Gurnani being a Whole-time Director of Tech Mahindra Limited, has waived his right to receive sitting fees for attending the Meetings of the Board of Directors or any Committee thereof on which he may be appointed from time to time or any other remuneration payable to the Non-Executive Directors of the Company, effective from 1 st April, 2020 being the date of his appointment as a Director on the Board of Directors of the Company, during his tenure as a Non-Executive Non-Independent Director of the Company. Other Information Mr. CP Gurnani holds 2,290 Ordinary (Equity) Shares in the Company. Mr. CP Gurnani 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. CP Gurnani, 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, the number of Meetings of the Board attended during the year, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard - 2 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. Save and except Mr. CP Gurnani, 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 No. 5 of the Notice. Mr. Gurnani is not related to any other Director / KMP of the Company. The Board recommends the Ordinary Resolution set out at Item No. 5 of the Notice for approval of the Members. Explanatory Statement in respect of the Special Business pursuant to section 102 of the Companies Act, 2013 ITEM NO. 6: The Board of Directors, at its Meeting held on 28 th May, 2021, upon the recommendation of the Audit Committee, approved the appointment of Messrs D. C. Dave & Co., Cost Accountants having Firm Registration Number 000611, as Cost Auditors of the Company for conducting the audit of the cost records of the Company, for the Financial Year ending 31 st March, 2022, at a remuneration of Rs. 8,50,000 (Rupees Eight Lakhs Fifty Thousand only) (plus Goods and Services Tax and reimbursement of out of pocket expenses). Pursuant to section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, Members of the Company are required to ratify the remuneration to be paid to the cost auditors of the Company. Accordingly, consent of the Members is sought for passing an Ordinary Resolution as set out at Item No. 6 of the Notice for ratification of the remuneration payable to the Cost Auditors for conducting the audit of the cost records of the Company for the Financial Year ending 31 st March, 2022. None of the Directors, Key Managerial Personnel of the Company and their relatives are, in any way, concerned or interested, financially or otherwise, in the Resolution set out at Item No. 6 of the Notice. The Board recommends the Ordinary Resolution set out at Item No. 6 of the Notice for approval of the Members. ITEM NOS. 7 and 8: Proposal: The Board of Directors of the Company, pursuant to the recommendation of the Governance, Nomination and Remuneration Committee (“GNRC”) has proposed to the Members of the Company, the appointment of Ms. Nisaba Godrej (DIN: 00591503) and Mr. Muthiah Murugappan (DIN: 07858587) as Independent Directors on the Board of the Company, not liable to retire by rotation, who shall hold office for a term of 5 (five) consecutive years commencing from 8 th August, 2020 to 7 th August, 2025. The Company has received notice in writing from a Member under section 160 of the Companies Act, 2013 (“the Act”) proposing the candidature of Ms. Nisaba Godrej and Mr. Muthiah Murugappan for the office of Director of the Company. Process & Basis of Appointment: The GNRC evaluated profiles of various candidates as certain Independent Directors were reaching end of their tenure. The GNRC had identified skills, expertise and competencies required by the Board for the effective functioning of the Company. The GNRC with a view to further strengthen the