annual-report-FY2021

MAHINDRA & MAHINDRA LIMITED 19 ITEM NO. 9: Proposal: Mr. T. N. Manoharan was appointed as an Independent Director on the Board of your Company pursuant to the provisions of section 149 of the Companies Act, 2013 (“the Act”) read with the Companies (Appointment and Qualifications of Directors) Rules, 2014 by the Shareholders at the 71 st Annual General Meeting (“AGM”) of the Company held on 4 th August, 2017. He holds office as an Independent Director of the Company with effect from 11 th November, 2016 upto 10 th November, 2021 (“first term”) in line with the explanation to sections 149(10) and 149(11) of the Act. The Governance, Nomination and Remuneration Committee ("GNRC") at its Meeting held on 22 nd May, 2021 on the basis of the outcome of performance evaluation of Mr. T. N. Manoharan acknowledged his: • V aluable insights brought in as the Chairman of Audit Committee on account of his expertise in accounting and financial management, • 1 00% attendance at all Board & Audit Committee meetings held during his first term, and taking into account the external business environment, the business knowledge, acumen, experience and the substantial contribution made by Mr. Manoharan during his tenure, has recommended to the Board that continued association of Mr. Manoharan as Independent Director of the Company would be beneficial to the Company. The performance evaluation of Independent Director was based on various criteria, inter-alia, including attendance at Board and Committee Meetings, skill, experience, ability to challenge views of others in a constructive manner, knowledge acquired with regard to the Company’s business, understanding of industry and global trends, etc. Based on the above and the performance evaluation of Independent Director, the Board recommends the re-appointment of Mr. Manoharan (DIN: 01186248), as Independent Director of the Company, not liable to retire by rotation, to hold office for a second termof 5 (five) consecutive years on the Board of the Company commencing from 11 th November, 2021 to 10 th November, 2026. Profile: Mr. Manoharan has completed 65 years of age. Mr. T. N. Manoharan was born in a Freedom Fighter’s family with agriculture as the occupation. He is a Chartered Accountant of 38 years of standing. He is a law graduate. He has authored books for professionals and students on Indian tax law. He was the President of the Institute of Chartered Accountants of India during the year 2006-07. He was part of the Government nominated Board for revival of Satyam Computer Services Limited from January, 2009 to July, 2012. He served as Chairman of the Committee on Accounting Standards and Taxation of Confederation of Indian Industry during 2009-2011. He served as the Chairman of Canara Bank for five years upto August, 2020. Mr. Manoharan is currently a Member of the RBI Standing External Advisory Committee for evaluating applications for Universal Banks and Small Finance Banks. Mr. Manoharan is recipient of several awards including the CNN IBN “Indian of the Year 2009” award from the Hon’ble Prime Minister of India in December, 2009 and conferred the civilian honour “Padma Shri” award by the President of India on 7 th April, 2010. Directorships and Committee positions: Mr. Manoharan is Independent Director on the Board of Mahindra & Mahindra Limited and Tech Mahindra Limited and Director on the Board of Tech Mahindra (Americas) Inc. Mr. Manoharan is a Chairman/Member of the following Board Committees: Sr. No. Name of the Company Name of the Committee Position held 1. Mahindra & Mahindra Limited Audit Committee Chairman Risk Management Committee Member Strategic Investment Committee Member 2. Tech Mahindra Limited Audit Committee Chairman Nomination & Remuneration Committee Chairman Risk Management 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. Manoharan had attended all the Meetings. Remuneration: Mr. Manoharan would be entitled to sitting fees for attending the Meetings of the Board of Directors and Committees thereof. In addition, he 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 Mr. Manoharan during the Financial Year 2020-21 is Rs. 14.50 lakhs. The commission paid to him for the Financial Year 2019-20 is Rs. 36 lakhs. For Financial Year 2020-21, Commission payable to Mr. Manoharan will be Rs. 36 lakhs. Copy of the draft letter of re-appointment of Mr. T. N. Manoharan setting out terms and conditions of re‑appointment are available for inspection by the Members in electronic form as per the instructions provided in the Note No. 9 of this Notice. Other Information: Mr. Manoharan does not hold any Ordinary (Equity) Shares in the Company.