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

MAHINDRA & MAHINDRA LIMITED 22 (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, Mr. Jejurikar does not have any other pecuniary relationship with the Company or relationship with the managerial personnel. III. Disclosures: Brief resume of Mr. Jejurikar, 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. 10 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. 9 of this Annual General Meeting may be considered as a written Memorandum setting out terms, conditions and limits of remuneration of Mr. Rajesh Jejurikar as Executive Director & CEO (Auto and Farm Sector) in terms of section 190 of the Act. Save and except Mr. Jejurikar, 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. 9 of the Notice. Mr. Jejurikar is not related to any other Director / KMP of the Company. The Board recommends the Special Resolution set out at Item No. 9 of the Notice for approval of the Members. ITEM NO. 10 The Securities and Exchange Board of India (‘SEBI’) vide its Notification No. SEBI/LAD-NRO/GN/2023/119 dated 2 nd February, 2023, has amended Regulation 23(6) of the SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (“Amendment Notification”). As per the Amendment Notification, an issuer company needs to ensure that its Articles of Association require its Board of Directors to appoint the person nominated by the debenture trustee(s) as a director on its Board of Directors in case of default under Regulation 15(1)(e) of the SEBI (Debenture Trustees) Regulations, 1993 (“Amendment”). Further, Regulation 15(1)(e) of SEBI (Debenture Trustees) Regulation, 1993, mandates that the Company as an issuer of non-convertible securities appoints the person nominated by the Debenture Trustee as a director on its Board of Directors in the event of: a. Two consecutive defaults in payment of interest to the debenture holders; or b. Default in creation of security for debentures; or c. Default in redemption of debentures. The said Amendment requires that the companies whose debt securities are listed as on the date of publication of the Amendment in the official gazette, shall amend their Articles of Association to comply with the above mentioned provision, on or before 30 th September, 2023. Therefore, in compliance with the above Amendment, and as the Company has listed its debt securities, the Board has considered and approved the amendment in Articles of Association (“AOA”) of the Company subject to the approval of Shareholders of the Company, by substituting the existing Article 104 as under: ' In the event of any default committed by the Company as mentioned in clause (e) of sub-regulation (1) of Regulation 15 of the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993, the debenture trustee shall have the right, to appoint one or more Director or Directors [Nominee Director(s)] on the Board of Directors of the Company, and to remove from office any Nominee Director so appointed and to appoint another in his/her place or in the place a Director so appointed who resigns or otherwise vacates his office, in accordance with the provisions of the Companies Act, 2013 or any other applicable law, regulatory or listing requirements and terms and conditions of such debenture documents. Any such appointment or removal shall be made in writing and shall be served at the registered office of the Company. The Nominee Director(s) shall neither be required to hold any qualification share nor be liable to retire by rotation. The Nominee Director(s) shall continue to hold office as long as the default in relation to the debt subsists. The Nominee Director(s) may also be appointed as a member of any Committee of the Board and shall not be liable for any act or omission of the Company. The Nominee Director shall be entitled to all the rights and privileges of other non-executive directors and the sitting fees, expenses as payable to other directors on the Board and any other fees, commission, monies or remuneration in any form payable to the non-executive directors, which shall be to the account of the Company.' In terms of section 5, 14 and other applicable provisions of the Companies Act, 2013, the consent of the Members by way of Special Resolution is required to approve the amendment in the Articles of Association of the Company. A copy of the amended AOA would be available electronically for inspection, without any fee, to the Members in accordance with Note No. 8 of the Notes attached to this Notice upto the date of the AGM of the Company. None of the 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. 10 of the Notice.