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

MAHINDRA & MAHINDRA LIMITED 15 Additional Information with respect to Item Nos. 4 and 5 and Explanatory Statement in respect of the Special Business in Item Nos. 6 to 13 pursuant to section 102 of the Companies Act, 2013 ITEM NO. 4: Proposal: Mr. Vijay Kumar Sharma (DIN: 02449088), the Non‑Executive Non-Independent Director of the Company representing Life Insurance Corporation of India is liable to retire by rotation and being eligible, has offered himself for re‑appointment. Mr. Vijay Kumar Sharma was first appointed as a Director on the Board of the Company with effect from 14 th November, 2018. Brief resume of Mr. Vijay Kumar Sharma, nature of his expertise in specific functional areas, disclosure of relationships between directors inter-se, name of listed entities and other companies in which he holds directorships and memberships/chairmanships of Board Committees, shareholding in the Company, the number of Meetings of the Board attended during the year, along with disclosure pertaining to his resignation from listed entities in the past three years, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India are stated herein, and are also provided in the Corporate Governance Report forming part of the Annual Report. Profile: Mr. Vijay Kumar Sharma has completed 64 years of age. Mr. Sharma is a post-graduate (M.Sc.) from Patna University. He joined Life Insurance Corporation of India (“LIC”) as Direct Recruit Officer in 1981 and grew up with the Corporation since then. He held various challenging assignments pan India and in all operational streams including in-charge positions at different levels. Working across length and breadth of the country has added immensely to his experience and honed his understanding of demographics of the country, socio-economic needs of different regions and multi-cultural challenges in implementation of LIC’s objectives. Mr. Sharma superannuated as Chairman of LIC on 31 st December, 2018. Prior to his taking over as Chairman on 16 th December, 2016, he served as Chairman (In charge) from 16 th September, 2016 and Managing Director of LIC from 1 st November, 2013. From December, 2010 to November, 2013, he served as Managing Director & Chief Executive Officer, LIC Housing Finance Limited (LIC HFL), a premier housing finance company in the country. As MD & CEO of LIC HFL, he stabilized the operations under most challenging circumstances of negative media glare, intense scrutiny by Regulator & others and turned it around to be the best Housing Finance Company in 2011. He has been an inspirational leader who utilizes negotiation skills gained over thirty seven years of extensive experience in insurance and financial sectors and strongly connects to the grass root levels, believes in bottom-up approach and has the ability to see the Big Picture and translate it to reality. He is known as Growth Leader, leading the Organisation to surge ahead and turnaround on its growth path in all the segments of performance. Directorships and Committee positions: Mr. Sharma is Non-Executive Non-Independent Director of Mahindra & Mahindra Limited, Director of Ambuja Cement Foundation, Independent Director of Tata Steel Limited, Reliance Power Limited, NURECA Limited and Vidarbha Industries Power Limited. Mr. Vijay Kumar Sharma 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 Member 2. Tata Steel Limited Stakeholders Relationship Committee Chairman Nomination and Remuneration Committee Member Safety Health and Environment Committee Member 3. Reliance Power Limited Nomination and Remuneration Committee Chairman Stakeholders Relationship Committee Chairman Audit Committee Member Risk Management Committee Member Corporate Social Responsibility Committee Member 4. Vidarbha Industries Power Limited Audit Committee Chairman CSR Committee Chairman Nomination & Remuneration Committee Member Resignation as a Director from Listed Entities in the past three years: Mr. Vijay Kumar Sharma has resigned as a Director of ACC Limited on 20 th July, 2020. Attendance at Board Meetings: During the year 1 st April, 2022 to 31 st March, 2023, 9 Board Meetings of the Company were held and Mr. Vijay Kumar Sharma had attended 8 Meetings. Remuneration: Mr. Vijay Kumar Sharma is entitled to sitting fees for attending the Meetings of the Board of Directors and Committees thereof. In addition, he would be entitled to commission, which is paid to LIC, as determined each year by the Board of Directors within the limits approved by the