MAHINDRA & MAHINDRA LTD. | Integrated Annual Report 2022-23

MAHINDRA & MAHINDRA LIMITED 2 FURTHER RESOLVED that approval of the Company be accorded to the Board of Directors of the Company (including any Committee thereof) to do all such acts, deeds, matters and things and to take all such steps as may be required in this connection including seeking all necessary approvals to give effect to this Resolution and to settle any questions, difficulties or doubts that may arise in this regard.” 8. Revision in the terms of remuneration of Dr. Anish Shah, Managing Director and Chief Executive Officer of the Company To consider and, if thought fit, to pass the following Resolution as a Special Resolution: “RESOLVED that in partial modification of the Resolution No. 8 passed by the Members at the Seventy-Fourth Annual General Meeting of the Company held on 7 th August, 2020, for the appointment of Dr. Anish Shah (DIN: 02719429) as the “Managing Director and Chief Executive Officer” with effect from 2 nd April, 2021 to 31 st March, 2025 (hereinafter referred to as the appointee) on the terms and conditions of remuneration mentioned therein and pursuant to the provisions of sections 196, 197 and 198 read with Schedule V and all other provisions of the Companies Act, 2013 (“the Act”), the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, [including any statutory modification(s) or amendment(s) thereto or re-enactment(s) thereof, for the time being in force] and such other approvals, permissions and sanctions, as may be required and subject to such conditions and modifications, as may be prescribed or imposed by any of the authorities while granting such approvals, permissions and sanctions, approval of the Company be accorded to the revision in the terms of remuneration of the appointee by increasing the scale of basic salary as Rs. 30,00,000 to Rs. 55,00,000 per month with effect from 1 st August, 2023 upto the remainder period of the tenure of his appointment i.e. 31 st March, 2025 and by increasing the Performance Pay which is based on his performance and performance of the Company to an amount not exceeding 235% of the Annual Basic Salary from the Financial Year 2022-23 to Financial Year 2024-25. FURTHER RESOLVED that except for the revision in the scale of basic salary and the Performance Pay, all other terms and conditions of appointment and remuneration, as approved earlier by the Members, and which are not dealt with in this Resolution, shall remain unchanged and continue to be effective. FURTHER RESOLVED that where in any financial year during the currency of the tenure of the appointee, the Company has no profits or its profits are inadequate, the Company may pay to the appointee, the remuneration as approved by the Members from time to time, as the minimum remuneration by way of salary, perquisites and other allowances, benefits and Performance Pay, subject to receipt of the requisite approvals, if any. FURTHER RESOLVED that approval of the Company be accorded to the Board of Directors of the Company (including any Committee thereof) to revise the basic salary payable to the appointee within the above mentioned scale of salary and decide on the performance pay within 235% of the Annual Basic Salary as mentioned above and to do all such acts, deeds, matters and things and to take all such steps as may be required in this connection including seeking all necessary approvals to give effect to this Resolution and to settle any questions, difficulties or doubts that may arise in this regard.” 9. Revision in the terms of remuneration of Mr. Rajesh Jejurikar, Executive Director and CEO (Auto and Farm Sector) of the Company To consider and, if thought fit, to pass the following Resolution as a Special Resolution: “RESOLVED that in partial modification of the Resolution No. 10 passed by the Members at the Seventy-Fourth Annual General Meeting of the Company held on 7 th August, 2020 for the appointment of Mr. Rajesh Jejurikar (DIN: 00046823) as Whole‑time Director of the Company designated as the “Executive Director (Automotive and Farm Sectors)” with effect from 1 st April, 2020 to 31 st March, 2025 on the terms and conditions of remuneration mentioned therein and pursuant to the provisions of sections 196, 197 and 198 read with Schedule V and all other provisions of the Companies Act, 2013 (“the Act”), the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, [including any statutory modification(s) or amendment(s) thereto or re-enactment(s) thereof, for the time being in force] and such other approvals, permissions and sanctions, as may be required and subject to such conditions and modifications, as may be prescribed or imposed by any of the authorities while granting such approvals, permissions and sanctions, approval of the Company be accorded to the revision in the terms of remuneration of Mr. Rajesh Jejurikar, currently designated as “Executive Director and CEO (Auto and Farm Sector)” of the Company (hereinafter referred to as the appointee) by increasing the scale of basic salary as Rs. 26,00,000 to Rs. 48,00,000 per month with effect from 1 st August, 2023 upto the remainder period of the tenure of his appointment i.e. 31 st March, 2025 and by increasing the Performance Pay which is based on his performance and performance of the Company to an amount not exceeding 235% of the Annual Basic Salary from the Financial Year 2022-23 to Financial Year 2024-25. FURTHER RESOLVED that except for the revision in the scale of basic salary and Performance Pay, all other terms and conditions of appointment and remuneration, as approved earlier by the Members, and which are not dealt with in this Resolution, shall remain unchanged and continue to be effective. FURTHER RESOLVED that where in any financial year during the currency of the tenure of the appointee, the Company has no profits or its profits are inadequate, the Company may pay to the appointee, the remuneration as approved by the Members from time to time, as the minimum remuneration by way of salary, perquisites and other allowances, benefits and