annual-report-FY2021

MAHINDRA & MAHINDRA LIMITED 20 Mr. T. N. Manoharan is not disqualified from being appointed as Director in terms of section 164 of the Act and has given his consent to act as Director. The Company has received declaration fromMr. T. N. Manoharan stating that he meets 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“). Mr. T. N. Manoharan 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. In the opinion of the Board, Mr. T. N. Manoharan fulfils the conditions for appointment as Independent Director as specified in the Act and the Listing Regulations. Mr. T. N. Manoharan is independent of the management. The Board is of the view that Mr. T. N. Manoharan’s knowledge and experience will continue to be of immense benefit and value to the Company and pursuant to the recommendation of the GNRC, recommends his re-appointment as an Independent Director to the Members. The Company has received notice in writing from a Member under section 160 of the Act, proposing the candidature of Mr. T. N. Manoharan, for the office of Director of the Company. Save and except Mr. Manoharan, 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. 9 of the Notice. Mr. Manoharan is not related to any other Director / KMP of the Company. The Board recommends the Special Resolution set out at Item No. 9 of the Notice for approval of the Members. ITEM NO. 10 Proposal: Mr. Anand G. Mahindra is a Director liable to retire by rotation. At the 71 st Annual General Meeting of the Company, based on the recommendations of the Board of Directors and the Governance, Nomination and Remuneration Committee of the Board (“GNRC”), the Company had appointed Mr. Anand G. Mahindra (DIN: 00004695) as Executive Chairman of the Company for a period of 5 (five) years with effect from 12 th November, 2016 upto and including 11 th November, 2021. The GNRC and Board of Directors of the Company at their meetings held on 22 nd May, 2021 and 28 th May, 2021 respectively, noted that upon completion of his tenure as Executive Chairman, Mr. Anand G. Mahindra will transition to the role of Non-Executive Chairman of the Company with effect from 12 th November, 2021. This transition will be in line with the requirement of Regulation 17(1B) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”). As Non-Executive Chairman, Mr. Anand Mahindra will serve as mentor and sounding board for the Managing Director and Senior Management especially in the areas of strategic planning, risk mitigation and external interface. He will continue to play an important role in epitomising and building Brand Mahindra. He will be available to provide feedback and counsel to the Managing Director and Senior Management on key issues facing the Company. The Board of Directors of the Company pursuant to the recommendation of the GNRC and subject to the approval of the Members at the ensuing General Meeting of the Company, approved payment of remuneration to Mr. Anand G. Mahindra, 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. 3) Reimbursements and Benefits: I n addition to the above, Mr. Anand G. Mahindra shall be entitled to: • R eimbursement of expenses actually and properly incurred in the course of business including travel, stay and entertainment, telephone and mobile, connectivity charges as per the Company’s policy and • S uch other benefits and facilities in accordance with the Company’s policy not exceeding 100% of the Total Remuneration per annum mentioned at point 1 above. The above remuneration will be paid to Mr. Anand G. Mahindra even if it exceeds one percent of the net profits of the Company in accordance with sections 197, 198 of the Act, including any statutory modification(s) or re-enactment(s) thereof and notwithstanding the limits approved by the Members of the Company for payment of remuneration to Non-Executive Directors of the Company from time to time. Where in any financial year during his directorship, the Company has no profits or its profits are inadequate, the Company may pay the above remuneration to Mr. Anand G. Mahindra, Non-Executive Chairman of the Company as the minimum remuneration for a period not exceeding 3 (three) years or such other period as may be statutorily permitted subject to receipt of the requisite approvals, if any.