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

MAHINDRA & MAHINDRA LIMITED 19 Sr. No. Name of the Company Name of the Committee Position held 2. Mahindra & Mahindra Financial Services Limited Nomination & Remuneration Committee Member Strategic Investment Committee Member 3. Mahindra Lifespace Developers Limited Nomination & Remuneration Committee Member 4. Tech Mahindra Limited Investment Committee Member Nomination & Remuneration Committee Member 5. Mahindra Holidays & Resorts India Limited Nomination & Remuneration Committee Member 6. Mahindra Logistics Limited Nomination & Remuneration Committee Member 7. Federation of Indian Chambers of Commerce and Industry (FICCI) Executive Board Member Organisation and Finance Committee Member Audit Committee Member Membership Screening Committee Member Steering Committee Member National Executive Committee Member Dr. Shah holds 1,88,882 Ordinary (Equity) Shares in the Company. During the year 1 st April, 2022 to 31 st March, 2023, 9 Board Meetings of the Company were held, and Dr. Shah had attended all the Meetings. The Board is of the view that Dr. Shah’s knowledge and experience continues to be of immense benefit and value to the Company and based on the Company’s performance and the individual performance, and pursuant to the recommendations of the GNRC, recommends the revision in the terms of remuneration of Dr. Anish Shah to the Members. Members are requested to note that 50% of the Performance Pay annually, payable to Dr. Anish Shah, is based on the Group Corporate Office Scorecard comprising of Consolidated Sector Balance Scorecards, Return on Equity, Earnings Per Share, MCARES, Group Level ESG Performance Index and such other parameters as may be decided by the Company from time to time. ESG Performance Index has the following parameters: • Greening ourselves (Carbon Neutral by 2040) • Decarbonizing Our Industry • Rejuvenating Nature • Nanhi Kali • Women Empowerment • Diversity & Inclusion • Governance Pursuant to sections 196, 197, 198 and all other applicable provisions of the Companies Act, 2013 ("the Act") and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 [including any statutory modification(s) or re-enactment(s) thereof for the time being in force] read with Schedule V of the Act, the revision in remuneration payable to Dr. Anish Shah is being placed before the Members at the Annual General Meeting for their approval by way of Special Resolution. The additional information as required by Schedule V to the Act had been provided in the explanatory statement to Resolution No. 8 of the Notice of the 74 th AGM and shall remain same, except to the extent being updated and as provided below: I. General Information: (i) F inancial performance based on given indicators – as per audited financial results for the year ended 31 st March, 2023: Particulars Rs. in crores Gross Turnover & Other Income 87,505.43 Net profit as per Statement of Profit & Loss (After Tax) 6,548.64 Computation of Net Profit in accordance with section 198 of the Companies Act, 2013 6,095.26 Net Worth 42,858.80 II. Information about the appointee: (i) Past remuneration during the financial year ended 31 st March, 2023: Rs. 12.47 crores excluding the perquisite value of ESOPs exercised and Rs. 16.44 Crores including the perquisite value of ESOPs exercised. (ii) Remuneration proposed: Scale of Salary: Basic salary in the scale of Rs. 30,00,000 to Rs. 55,00,000 per month with effect from 1 st August, 2023 till the remaining period of his tenure as Managing Director and Chief Executive Officer i.e. till 31 st March, 2025. Performance Pay: Performance Pay based on his performance and performance of the Company not exceeding 235% of the Annual Basic Salary from the Financial Year 2022-23 to Financial Year 2024-25. I t is proposed to authorise the Board (which term shall be deemed to include any duly authorised Committee thereof, for the time being exercising the powers conferred on the Board by this Resolution) to revise the basic salary payable to Dr. Shah, within the above-mentioned scale of salary and decide on the performance pay within 235% of the Annual Basic Salary as mentioned above. Notice period applicable to a Whole-time Director of the Company is six months. There is no separate provision for payment of Severance Fees. (iii) Comparative remuneration profile with respect to industry, size of the Company, profile of the position and person (in case of expatriates the relevant details would be with respect to the country of his origin) T aking into consideration the size of the Company, the profile of Dr. Shah, the responsibilities shouldered by him and the industry benchmarks, the revised