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

MAHINDRA & MAHINDRA LIMITED 19 2021 till date and to be paid until 11 th November, 2026 has been and will be in accordance with the approval accorded by the Members at the Seventy-fifth Annual General Meeting held on 6 th August, 2021. Pursuant to the provisions of Regulation 17(6)(ca) of Listing Regulations, approval of the Members of the Company by way of a special resolution is required to be obtained every year for payment of annual remuneration to a single Non-Executive Director exceeding fifty percent of the total annual remuneration payable to all Non-Executive Directors, giving details of remuneration thereof. As the remuneration payable to Mr. Anand G. Mahindra in the Financial Year 2022-23 (in accordance with the approval accorded by the Members at the Seventy-Fifth Annual General Meeting) is likely to exceed fifty percent of the total annual remuneration payable to all Non-Executive Directors of the Company, consent of the Members is sought for passing a Special Resolution as set out at Item No. 8 of the Notice. Directorships and Committee positions: Mr. Anand G. Mahindra is the Chairman of Mahindra & Mahindra Limited, Tech Mahindra Limited and Classic Legends Private Limited, and Director of Mahindra Holdings Limited, Prudential Management & Services Private Limited, The Mahindra United World College of India, Tech Mahindra Foundation, Araku Originals Private Limited, Naandi Community Water Services Private Limited, Breach Candy Hospital Trust, Invest India and an Additional Director in The Indian and Eastern Engineer Company Private Limited. Mr. Anand G. Mahindra 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 Strategic Investment Committee Chairman Sale of Assets Committee Chairman Corporate Social Responsibility Committee Member Stakeholders Relationship Committee Member Remuneration: The remuneration paid to Mr. Mahindra during the Financial Year 2021-22 is as under: Executive Chairman (upto 11 th November, 2021) Rs. 833.24 lakhs@ Non-Executive Chairman (from 12 th November, 2021) Rs. 197.52 lakhs@@# @ Includes Leave Encashment of Rs. 214.45 lakhs and excludes Gratuity of Rs. 536 lakhs paid upon retirement. @@ The remuneration includes sitting fees and commission. # In addition, he is entitled to the Benefits under the Special Post Retirement Benefit Scheme. 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. Anand G. Mahindra had attended all Meetings. Other Information: Mr. Mahindra holds 14,30,008 Ordinary (Equity) Shares in the Company. Taking into consideration the size of the Company, the pro le of Mr. Anand G. Mahindra, the responsibilities shouldered by him and the industry benchmarks, the remuneration paid to the Non-Executive Chairman is commensurate with the remuneration packages paid to similar senior level counterpart(s) in other companies. Save and except Mr. Anand G. Mahindra, 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. 8 of the Notice. Mr. Mahindra is not related to any other Director / KMP of the Company. The Board recommends the Special Resolution set out at Item No. 8 of the Notice for approval of the Members. ITEM NOS. 9 and 10 The Securities and Exchange Board of India (‘SEBI’), vide its notification dated 9 th November, 2021, has notified SEBI (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2021 (‘Amendments’) introducing amendments to the provisions pertaining to the Related Party Transactions under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’). The aforesaid Amendments inter-alia included replacing of threshold i.e. 10% (ten per cent) of the listed entity’s consolidated turnover, for determination of Material Related Party Transactions requiring Shareholders’ prior approval with the threshold of lower of Rs. 1,000 crores (Rupees one thousand crores) or 10% (ten per cent) of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity, with effect from 1 st April, 2022. Under the Listing Regulations, in addition to the approval and reporting for transactions by the Company with its own Related Party(ies), the scope now extends to transactions by the Company with Related Party(ies) of any subsidiary(ies) of the Company or transactions by a subsidiary(ies) of the Company with its own Related Party(ies) or Related Party(ies) of the Company or Related Party(ies) of any subsidiary(ies) of the Company. As per Regulation 23(4) of the Listing Regulations, all Material Related Party Transactions shall require prior approval of the shareholders, even if the transactions are in the ordinary course of business and at an arm’s length