MAHINDRA & MAHINDRA LTD. | Integrated Annual Report 2021-22

MAHINDRA & MAHINDRA LIMITED 16 Directorships and Committee positions: Mr. Jejurikar is the Chairman of Mahindra Electric Mobility Limited, Peugeot Motocycles SAS, Mahindra Two Wheelers Europe Holdings S.a.r.l., Mahindra USA Inc., Mahindra Automotive North America Inc., Automobili Pininfarina Gmbh and Mitsubishi Mahindra Agricultural Machinery Co. Ltd. He is an Executive Director (Automotive & Farm Sectors) of Mahindra & Mahindra Limited, Director of Swaraj Engines Limited and Classic Legends Private Limited. He is an Independent Director of Aliaxis SA. Mr. Jejurikar 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 Risk Management Committee Member 2. Swaraj Engines Limited Nomination & Remuneration Committee Member 3. Classic Legends Private Limited Nomination & Remuneration Committee Chairman 4. Mahindra Electric Mobility Limited Nomination & Remuneration Committee Member 5. Peugeot Motocycles SAS Strategy Synergies Committee Chairman Audit & Finance Committee Member Nomination & Compensation Committee Member 6. Aliaxis SA ERP Committee Member Resignation as a Director from Listed Entities in the past three years: Mr. Jejurikar has not resigned as a Director from any listed entity in the past three years. Attendance at Board Meetings: During the year 1 st April, 2021 to 31 st March, 2022, 6 Board Meetings of the Company were held, and Mr. Jejurikar had attended all Meetings. Remuneration: The terms and conditions and remuneration of Mr. Jejurikar would be governed as per the approval granted by the Members of the Company at the Annual General Meeting held on 7 th August, 2020. The remuneration paid to Mr. Jejurikar during the Financial Year 2021-22 is Rs. 973.20 lakhs. Other information: Mr. Jejurikar holds 39,955 Ordinary (Equity) Shares in the Company. Mr. Jejurikar 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. Save and except Mr. Rajesh Jejurikar, 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. Jejurikar 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. ITEM NO. 6: Re-appointment of Messrs B S R & Co. LLP, Chartered Accountants as Statutory Auditors of the Company Messrs B S R & Co. LLP, Chartered Accountants, were appointed as Statutory Auditors of the Company at the 71 st Annual General Meeting (AGM) held on 4 th August, 2017 for a period of 5 (five) years, until the conclusion of Seventy-Sixth AGM to be held in the year 2022. Messrs B S R & Co. LLP are eligible for re-appointment for a second term of 5 (five) years and have given their consent for their re-appointment as Statutory Auditors of the Company and have issued a certificate confirming that their re-appointment, if made, will be within the limits prescribed under the provisions of section 139 read with section 141 of the Companies Act, 2013 ('the Act') and the rules made thereunder. Messrs B S R & Co. LLP have confirmed that they are eligible for the proposed appointment under the Act, the Chartered Accountants Act, 1949 and the rules or regulations made thereunder. As confirmed to Audit Committee and stated in their report on financial statements, the Auditors have reported their independence from the Company and its subsidiaries according to the Code of Ethics issued by the Institute of Chartered Accountants of India (‘ICAI’) and the ethical requirements relevant to audit. Considering their performance for the last 5 years, the Audit Committee has recommended the re-appointment of Messrs B S R & Co. LLP to the Board of Directors of the Company, which the Board has accepted and approved, subject to the approval of the Members. The recommendation is based on various factors like Audit Methodology, Controls, Knowledge and Reputation of the Firm. It is hereby proposed to re-appoint Messrs B S R & Co. LLP, Chartered Accountants (ICAI Firm Registration No. 101248W/ W-100022), as the Statutory Auditors of the Company for a second consecutive term of 5 (five) years, who shall hold office from the conclusion of this Seventy-sixth AGM until the conclusion of the Eighty-First AGM of the Company. The Board of Directors have approved a remuneration of Rs. 5.70 crores as audit fees for conducting the audit for the financial year 2021-22, excluding applicable taxes and reimbursement of out-of-pocket expenses on actuals.