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

MAHINDRA & MAHINDRA LIMITED 21 market leadership and charting the ambitious future-ready EV roadmap. He was also honoured by AsiaOne magazine as the “Global Indian of the Year 2020-21”. Directorships and Committee positions: Mr. Jejurikar is the Chairman of Swaraj Engines Limited, Mahindra Two Wheelers Europe Holdings S.a.r.l., Mahindra USA Inc., Mahindra Automotive North America Inc., Automobili Pininfarina Gmbh and Mitsubishi Mahindra Agricultural Machinery Co. Ltd. He is an Executive Director & CEO (Auto & Farm Sector) of Mahindra & Mahindra Limited, Director of Mahindra Electric Automobile Limited and Classic Legends Private Limited. He is also an Independent Director of Aliaxis SA. Mr. Rajesh Jejurikar 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 Risk Management Committee Member 2. Swaraj Engines Limited Nomination & Remuneration Committee Member 3. Classic Legends Private Limited Nomination & Remuneration Committee Chairman 4. Mahindra Electric Automobile Limited Audit Committee Chairman Risk Committee Member Environmental, Social and Governance Matters Committee Member Mr. Jejurikar holds 78,595 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 Mr. Jejurikar attended 8 Board Meetings. The Board is of the view that Mr. Jejurikar’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, pursuant to the recommendations of the GNRC, recommends the revision in remuneration to the Members. Members are requested to note that 50% of the Performance Pay annually, payable to Mr. Rajesh Jejurikar, is based on the Business Scorecard comprising of Consolidated Revenue, Consolidated Profit Before Tax, Consolidated Free Cash Flow, Return on Capital Employed, MCARES, MCAPS and such other parameters as may be decided by the Company from time to time. 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 Mr. Rajesh Jejurikar 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. 10 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) Financial 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. 9.73 crores excluding the perquisite value of ESOPs exercised and Rs. 12.74 crores including the perquisite value of ESOPs exercised. (ii) Remuneration proposed: Basic Salary Scale: R s. 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 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 Mr. Jejurikar, 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 Mr. Jejurikar, the responsibilities shouldered by him and the industry benchmarks, the revised remuneration proposed to be paid is commensurate with the remuneration packages paid to similar senior level counterpart(s) in other companies.