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

MAHINDRA & MAHINDRA LIMITED 16 Members of the Company for the Non-Executive Directors of the Company. The sitting fees paid to Mr. Vijay Kumar Sharma during the Financial Year 2022- 23 is Rs. 10.10 lakhs. The commission paid to LIC on behalf of Mr. Vijay Kumar Sharma for the Financial Year 2021-22 is Rs. 30 lakhs. For Financial Year 2022-23, Commission payable to LIC on behalf of Mr. Vijay Kumar Sharma will be Rs. 38 lakhs. Other information: Mr. Vijay Kumar Sharma does not hold any Ordinary (Equity) Shares in the Company. Mr. Vijay Kumar Sharma 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. Vijay Kumar Sharma, 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. 4 of the Notice. Mr. Vijay Kumar Sharma is not related to any other Director / KMP of the Company. The Board recommends the Ordinary Resolution set out at Item No. 4 of the Notice for approval of the Members. ITEM NOS. 5 and 6: Proposal: Mr. Anand G. Mahindra (DIN: 00004695), Non-Executive Chairman of the Company, is liable to retire by rotation and being eligible, has offered himself for re-appointment and hence consent of the Members is sought for passing an Ordinary Resolution as set out at Item No. 5 of the Notice. Mr. Mahindra was first appointed on the Board on 23 rd November, 1989 as a Director of the Company and transitioned to the role of Non-Executive Chairman of the Company with effect from 12 th November, 2021. As Non-Executive Chairman, Mr. Anand Mahindra serves 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 continues to play an important role in epitomising and building Brand Mahindra. He is available to provide feedback and counsel to the Managing Director and Senior Management on key issues facing the Company. The remuneration paid to Mr. Anand G. Mahindra, as Non Executive Chairman of the Company from 12 th November, 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("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 2023-24 (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. 6 of the Notice. Brief resume of Mr. Mahindra, 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 the Listing Regulations 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. Mahindra has completed 68 years of age. Mr. Mahindra graduated Magna Cum Laude from Harvard College (1977) and secured an MBA from the Harvard Business School (1981). He made a generous endowment in 2010 to the Harvard Humanities Center which is now known as the Mahindra Humanities Centre at Harvard. In 2008 he was bestowed the Harvard Business School’s Alumni Achievement Award and in 2014 he became the first Indian recipient of the Harvard Alumni Association’s Harvard Medal. Mr. Mahindra was first appointed as a Director on the Board of the Company on 23 rd November, 1989. He then took over as Deputy Managing Director of the Company in 1991 at a time when the turnover was US$ 177 million. He initiated a comprehensive change programme to make the Company an efficient and aggressive competitor in the new liberalised economic environment in India. In April 1997, he was appointed as Managing Director of Mahindra & Mahindra Limited and in January 2001 given the additional responsibility of Vice Chairman. In August 2012, he was appointed as Chairman and designated as Chairman & Managing Director of Mahindra & Mahindra Limited. In November, 2016, Mr. Mahindra was re-designated as Executive Chairman of Mahindra & Mahindra Limited. Mr. Anand Mahindra's tenure has seen the Group expand domestically and internationally into a range of major industrial sectors from automobiles and agriculture to IT and aerospace. He has served on several influential bodies, national and international. These include the Reserve Bank of India, UN Global Compact Board, Global Board of Advisors of the Council on Foreign Relations, World Bank Group’s Advisory Board for Doing Business and the International Advisory Council of Singapore’s Economic Development Board. He has been the President of The Confederation of Indian Industry and served on the boards of the National Stock Exchange of India Limited and the National Council of Applied Economic Research. He is currently on the Board of Invest India, the National Investment Promotion and Facilitation Agency.