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

MAHINDRA & MAHINDRA LIMITED 20 remuneration proposed to be paid is commensurate with the remuneration packages paid to similar senior level counterpart(s) in other companies. (iv) Pecuniary relationship directly or indirectly with the Company, or relationship with the managerial personnel, if any: B esides the remuneration proposed to be paid to him, Dr. Shah does not have any other pecuniary relationship with the Company or relationship with the managerial personnel. III. Disclosures: Brief resume of Dr. Shah, 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, 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. Some of these details are also provided in the Corporate Governance Report forming part of the Annual Report. The Explanatory Statement attached to Resolution No. 8 passed by the Members at the 74 th Annual General Meeting of the Company held on 7 th August, 2020 and further modified by the Explanatory Statement attached to Resolution No. 8 of this Annual General Meeting may be considered as a written Memorandum setting out terms, conditions and limits of remuneration of Dr. Anish Shah as Managing Director & CEO of the Company in terms of section 190 of the Act. Save and except Dr. Shah, 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. 8 of the Notice. Dr. Shah is not related to any other Director / KMP of the Company. The Board recommends the Special Resolution set out at Item No. 8 of the Notice for approval of the Members. ITEM NO. 9 Background & Proposal The Members of the Company at the Seventy-Fourth Annual General Meeting of the Company held on 7 th August, 2020 (“74 th AGM”), had approved the appointment of Mr. Rajesh Jejurikar (DIN: 00046823) as Whole-time Director of the Company designated as Executive Director (Automotive and Farm Sectors) of the Company for a period of 5 years with effect from 1 st April, 2020 to 31 st March, 2025, and the terms and conditions of the remuneration payable to him. The Members at the said meeting had approved basic salary to Mr. Rajesh Jejurikar in the scale of Rs. 12,00,000 to Rs. 26,00,000 per month with effect from 1 st April, 2020 to 31 st March, 2025 (both days inclusive) and perquisites and Performance Pay not exceeding 200% and 150% of the Annual Basic Salary respectively. Taking into consideration the intrinsic growth and performance of the Company and specifically the Auto and Farm Sector since Mr. Jejurikar has taken over as the Executive Director of the Automotive and Farm sectors and based on the recommendation of Governance, Nomination and Remuneration Committee (“GNRC"), the Board of Directors of the Company at its Meeting held on 26 th May, 2023, approved revision in the terms of remuneration of Mr. Rajesh Jejurikar by increasing the scale of basic salary and performance pay, as follows: Basic Salary Scale: Rs. 26,00,000 to Rs. 48,00,000 per month with effect from 1 st August, 2023 to 31 st March, 2025 Performance Pay: Performance Pay 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. All other terms and conditions relating to his appointment and remuneration as approved earlier by the Members remain unchanged and continue to be effective. Based on the recommendation of GNRC, the Board of Directors at its Meeting held on 15 th March, 2023, re‑designated Mr. Rajesh Jejurikar as Executive Director and CEO (Auto and Farm Sector) of the Company with effect from 15 th March, 2023 upto his current term i.e. 31 st March, 2025. Profile: Mr. Jejurikar has completed 58 years of age. Mr. Jejurikar is an MBA from S.P. Jain Institute of Management and Research and had attended the Advanced Management Program at The Wharton School, University of Pennsylvania. He was awarded the British Chevening Scholarship to study at the Manchester Business School, UK. Mr. Rajesh Jejurikar is Executive Director and CEO (Auto and Farm Sector) of the Company and serves on the Boards of other Mahindra Group companies in India as well as overseas. Mr. Jejurikar has diverse experience across Packaged Goods, Advertising, Media, Automotive and Farm Equipment. He joined Mahindra in 2000 as Vice President – Marketing for Automotive Sector. He was then appointed Executive Vice President – Sales & Marketing and went to become the Managing Director of Mahindra Renault. Mr. Jejurikar became Chief of Operations of the Automotive Sector and in 2010 he was appointed Chief Executive for the Automotive Division and Member of the Group Executive Board. Mr. Jejurikar became President of the Farm Equipment Sector in 2015. Mr. Jejurikar serves on the Governing Council of S P Jain Institute of Management and Research. He has represented Tractor Manufacturers Association (TMA) in India as its President on the National Council of The Confederation of Indian Industry (CII) in 2016, 2017. He was also a Member of the CII National Council on Agriculture. Mr. Jejurikar has been conferred with the prestigious 'Autocar Person of the Year - 2023' award. The award recognizes individuals who have contributed significantly to their company and the industry. Mr. Jejurikar was recognised for scripting the successful turnaround of the Mahindra Automotive business leading to gaining revenue