MAHINDRA & MAHINDRA LTD. Integrated Annual Report 2023-24 100 Directors CP Gurnani The Board of Directors at its Meeting held on 10th November, 2023 noted the resignation of Mr. CP Gurnani (DIN: 00018234) as Non-Executive Non-Independent Director of the Company with effect from 20th December, 2023 coinciding with his retirement as Managing Director and CEO at Tech Mahindra Limited. Mr. CP Gurnani (popularly known as CP) joined the Board of your Company on 1st April, 2020. CP always believed that business should serve a higher purpose and was an embodiment of the Rise philosophy. He brought an entrepreneurial flair to the business that added great value. Vijay Kumar Sharma The Board at its Meeting held on 10th November, 2023 also noted the resignation of Mr. Vijay Kumar Sharma (DIN: 02449088) as Non-Executive Non-Independent Director of the Company with effect from 20th December, 2023 on account of withdrawal of his nomination by Life Insurance Corporation of India upon attaining the age of 65 years. Mr. Sharma joined the Board of your Company on 14th November, 2018. He enriched the discussions at the Board with his inputs that added valuable consumer insights and were replete with foresight. Vishakha Desai Subsequent to the year end, Dr. Vishakha Desai (DIN: 05292671) ceased to be an Independent Director of the Company with effect from 1st May, 2024, on completion of her second term upon attaining the age of 75 years. Dr. Desai was initially appointed as Director on the Board of your Company on 30th May, 2012. She was appointed for a first term of 5 consecutive years as Independent Director from 8th August, 2014 and subsequently re-appointed for a second term commencing from 8th August, 2019 to 30th April, 2024. Dr. Vishakha Desai enriched the discussions at the Board Meeting with a global perspective on matters that came before the Board. Her contributions and guidance, particularly in the area of CSR, were much appreciated by the Board. The Board has placed on record its deep appreciation of the invaluable services rendered by Mr. Gurnani, Mr. Sharma and Dr. Desai during their tenure as Non-Executive Directors of the Company. Vikram Singh Mehta Mr. Vikram Singh Mehta’s (DIN:00041197) second term as an Independent Director will end on 7th August, 2024. He joined the Board of your Company on 30th May, 2012. He was appointed as a Lead Independent Director with effect from 1st April, 2021. As a Chairman of the Governance, Nomination and Remuneration Committee, Mr. Mehta played a vital role in steering the Succession Planning, Compensation Framework and Talent Rotation within the Mahindra Group. His financial acumen, global mindset and high ethical standards coupled with his expertise in deciphering operational and financial data greatly facilitated strategic decision making at the Board level. The Board is deeply appreciative of his valuable contributions. Appointment of Directors Based on the recommendation of the GNRC, the Board of Directors at its Meeting held on 14th February, 2024, inter alia, considered and approved with effect from 17th May, 2024, the appointment of: 1. Ms. Padmasree Warrior (DIN: 10387032) as an Additional Director (Independent and Non-Executive) to hold office as an Independent Director for a term of 5 (five) consecutive years upto 16th May, 2029; 2. Mr. Ranjan Pant (DIN: 00005410) as an Additional Director (Non-Executive and Non-Independent), liable to retire by rotation; and 3. Mr. Sat Pal Bhanoo (DIN: 10482731) as an Additional Director (Non-Executive and Non-Independent) representing Life Insurance Corporation of India, liable to retire by rotation. Brief Profiles of Ms. Padmasree Warrior, Mr. Ranjan Pant and Mr. Sat Pal Bhanoo are provided in the Corporate Governance Report forming part of the Annual Report.
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