annual-report-FY2021

MAHINDRA & MAHINDRA LIMITED 18 Directorships and Committee positions: • Ms. Nisaba Godrej: I n addition to GCPL, Ms. Nisaba Godrej is a Director on the Board of Godrej Agrovet Limited, Godrej Seeds and Genetics Limited and Innovia Multiventures Private Limited, Independent Director on the Board of VIP Industries Limited, Mahindra & Mahindra Limited and is the Chairperson of Teach For India. M s. Nisaba Godrej is a Chairperson/Member of the following Board Committees: Sr. No. Name of the Company Name of the Committee Position held 1. Godrej Consumer Products Limited Sustainability Committee Chairperson Management Committee Chairperson Corporate Social Responsibility Committee Member Risk Management Committee Member 2. Godrej Agrovet Limited Nomination & Remuneration Committee Member Managing Committee Member 3. Godrej Seeds and Genetics Limited Corporate Social Responsibility Committee Member 4. VIP Industries Limited Nomination & Remuneration Committee Member 5. Mahindra & Mahindra Limited Governance, Nomination & Remuneration Committee Member • Mr. Muthiah Murugappan: M r. Muthiah is a Director on the Board of Murugappa Morgan Thermal Ceramics Limited, US Nutraceuticals Inc., Alimtec S.A., CUMI (Australia) Pty. Ltd., Nominee Director on the Board of Algavista Greentech Private Limited and Independent Director on the Board of Mahindra & Mahindra Limited. M r. Muthiah is a Member of the Corporate Social Responsibility Committee of the Company. Attendance at Board Meetings: After their appointment on the Board as Additional Directors on 8 th August, 2020, 3 Board Meetings of the Company were held till 31 st March 2021, and both Ms. Nisaba Godrej and Mr. Muthiah Murugappan had attended all the Meetings. Remuneration: Ms. Nisaba Godrej and Mr. Muthiah Murugappan are entitled to sitting fees for attending the Meetings of the Board of Directors and Committees thereof. In addition, they would be entitled to commission as determined each year by the Board of Directors within the limits approved by the Members of the Company for the Non-Executive Directors of the Company. The sitting fees paid to Ms. Nisaba Godrej during the Financial Year 2020-21 is Rs. 4 lakhs. For Financial Year 2020-21, Commission payable to Ms. Nisaba Godrej will be Rs. 19.40 lakhs. The sitting fees paid to Mr. Muthiah Murugappan during the Financial Year 2020-21 is Rs. 3 lakhs. For Financial Year 2020-21, Commission payable to Mr. Muthiah Murugappan will be Rs. 17.46 lakhs. Other Information: Ms. Nisaba Godrej and Mr. Muthiah Murugappan do not hold any Ordinary (Equity) Shares in the Company. Ms. Nisaba Godrej and Mr. Muthiah Murugappan are not disqualified from being appointed as Directors in terms of section 164 of the Act and have given their consent to act as a Director. The Company has received declarations from Ms. Nisaba Godrej and Mr. Muthiah Murugappan stating that they meet with the criteria of independence as prescribed under sub-section (6) of section 149 of the Act and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”). Ms. Nisaba Godrej and Mr. Muthiah Murugappan are 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. In the opinion of the Board, Ms. Nisaba Godrej and Mr. Muthiah Murugappan, fulfill the conditions for appointment as Independent Directors as specified in the Act and the Listing Regulations. Ms. Nisaba Godrej and Mr. Muthiah Murugappan are independent of the management. The Articles of Association and copies of the draft letters of appointment of Ms. Nisaba Godrej and Mr. Muthiah Murugappan setting out terms and conditions of appointment are available for inspection by the Members in electronic form as per the instructions provided in Note No. 9 of this Notice. The Board is of the view that Ms. Nisaba Godrej and Mr. Muthiah Murugappan’s knowledge and experience will be of immense benefit and value to the Company and, therefore, recommends their appointment to the Members. Save and except Ms. Nisaba Godrej and Mr. Muthiah Murugappan, and their 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 Resolutions set out at Item Nos. 7 and 8 of the Notice. Ms. Nisaba Godrej and Mr. Muthiah Murugappan are neither related to each other nor are they related to any other Director / KMP of the Company. The Board recommends the Ordinary Resolutions set out at Item Nos. 7 and 8 of the Notice for approval of the Members.