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

MAHINDRA & MAHINDRA LIMITED 17 Mr. Mahindra has been conferred with the Padma Bhushan Award (2020), India's third highest civilian honour for his contribution to the nation in the field of ‘Trade and Industry’. He has been named in Barron's List of Top 30 CEOs worldwide (2016) and Fortune Magazine’s list of the World’s 50 Greatest Leaders (2014). He was a recipient of the Best Transformational Leader Award by the Asian Centre for Corporate Governance & Sustainability (2012). He was appointed ‘Knight in the National Order of the Legion of Honour’ by the President of the French Republic (2016) and conferred the 'Grand Officer of the Order of the Star of Italy', by the President of Italy (2013). Mr. Mahindra is an incisive business commentator and humanitarian with over 10 million followers on Twitter. Among his many social change initiatives is the Nanhi Kali programme, which, for the last two decades, has provided over 330,000 under-privileged girls access to high quality education. Mr. Mahindra is the Chairman of the Board of Naandi Foundation, India’s leading NGO focused on educating girls, skilling youth and providing sustainable livelihoods to small farmers through biodynamic agriculture. Mr. Mahindra also serves on the Founders Board of The Rise Fund, a $2 billion impact fund. He is a strong votary of arts and culture. Mahindra Blues, Mahindra Excellence in Theatre Awards and Mahindra Sanatkada celebrate and nurture music, theatre culture, art and history in India. Mr. Mahindra is the member of the Global Advisory Council of the Lincoln Center, New York and has previously served on the Board of Trustees of the Natural History Museum of London. In 2014, Mr. Mahindra founded the Pro Kabaddi League to popularize the ancient and popular Indian game of kabaddi. The league, televised through the STAR television network, is aimed at creating a new popular fan following for Kabaddi as an antithesis to cricket. Directorships and Committee positions: Mr. Anand G. Mahindra is the Chairman of Mahindra & Mahindra Limited, Tech Mahindra Limited, Mahindra Holdings Limited and Classic Legends Private Limited, and Director of 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 The Indian and Eastern Engineer Company Private Limited. He is also Part-time non‑official Director of the Central Board of the Reserve Bank of India. 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 Resignation as a Director from Listed Entities in the past three years: Mr. Mahindra 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, 2022 to 31 st March, 2023, 9 Board Meetings of the Company were held, and Mr. Mahindra had attended all the Meetings. Remuneration: The terms and conditions and remuneration of Mr. Mahindra would be governed as per the approval granted by the Members of the Company at the Seventy-Fifth Annual General Meeting held on 6 th August, 2021. The remuneration paid to Mr. Mahindra during the Financial Year 2022-23 is Rs. 5.14 crores (including sitting fees). Other information: Mr. Mahindra holds 14,30,008 Ordinary (Equity) Shares in the Company. Mr. Mahindra 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. 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 Nos. 5 & 6 of the Notice. Mr. Mahindra is not related to any other Director / KMP of the Company. The Board recommends the Ordinary Resolution set out at Item No. 5 and Special Resolution set out at Item No. 6 of the Notice for approval of the Members. ITEM NO. 7: The Board of Directors, at its Meeting held on 26 th May, 2023, upon the recommendation of the Audit Committee, approved the appointment of Messrs D. C. Dave & Co., Cost Accountants having Firm Registration Number 000611, as Cost Auditors of the Company for conducting the audit of the cost records of the Company, for the Financial Year ending 31 st March, 2024, at a remuneration of Rs. 9,00,000 (Rupees Nine Lakhs only) (plus Goods and Services Tax and reimbursement of out of pocket expenses). Pursuant to section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, Members of the Company are required to ratify the remuneration to be paid to the cost auditors of the Company. Accordingly, consent of the Members is sought for passing an Ordinary Resolution as set out at Item No. 7 of the Notice for ratification of the remuneration payable to the Cost Auditors for conducting the audit of the cost records of the Company for the Financial Year ending 31 st March, 2024. None of the Directors, Key Managerial Personnel of the Company and their relatives are, in any way, concerned or interested, financially or otherwise, in the Resolution set out at Item No. 7 of the Notice. The Board recommends the Ordinary Resolution set out at Item No. 7 of the Notice for approval of the Members.