CORPORATE GOVERNANCE 177 The maximum tenure of Independent Directors is in compliance with the Companies Act, 2013 (“the Act”) and the Listing Regulations. All the Independent Directors have provided an annual confirmation that they meet the criteria of Independence as mentioned in Regulation 16(1)(b) of the Listing Regulations and section 149(6) of the Act. Based on the confirmations/ disclosures received from the Independent Directors, the Board of Directors of the Company is of the opinion that the Independent Directors fulfil the conditions specified in the Listing Regulations and are Independent of the Management. Apart from reimbursement of expenses incurred in the discharge of their duties, the remuneration that these Directors were/are entitled to under the Act as Non-Executive Directors and the remuneration that a Non-Executive Director may receive for professional services rendered to the Company through a firm in which he is a partner, none of these Directors have any other pecuniary relationships with your Company, its Subsidiaries or Associates or their Promoters or Directors, during the three immediately preceding financial years or during the current financial year. None of the Directors of your Company are inter-se related to each other. Mr. CP Gurnani was Managing Director & CEO of Tech Mahindra Limited upto 19th December, 2023 and had waived his right to receive sitting fees for attending the Meetings of the Board of Directors or any other remuneration payable to the Non‑Executive Directors of the Company, during his tenure, from 1st April, 2020 to 19th December, 2023 as a Non-Executive Non-Independent Director on the Board of Directors of the Company. Professional fees for the year under review to Khaitan & Co., (Mumbai and Kolkata), Advocates & Solicitors and Khaitan & Co. LLP, Advocates and Solicitors, in which Mr. Haigreve Khaitan, Non-Executive and Independent Director is a partner, amounted to Rs.518.85 lakhs and Rs.71.39 lakhs (including out of pocket expenses), respectively. The fees received by Khaitan & Co., (Mumbai and Kolkata) and Khaitan & Co. LLP from the Company, its Subsidiary or Associate companies does not exceed ten per cent or more of the gross turnover of Khaitan & Co., (Mumbai and Kolkata) and Khaitan & Co. LLP, respectively. The Senior Management of your Company has made disclosures to the Board confirming that there are no material financial and commercial transactions between them and the Company which could have potential conflict of interest with the Company at large. A. Role of Chairman As Non-Executive Chairman, Mr. Anand G. Mahindra serves as Mentor and Sounding Board for the Managing Director and Senior Management especially in the areas of Strategic Planning, Risk Mitigation and External Interface. He continues to play an important role in epitomising and building Brand Mahindra. He is available to provide feedback and counsel to the Managing Director and Senior Management on key issues facing the Company. B. Role of MD and CEO As MD and CEO, Dr. Anish Shah plays a pivotal role in driving the Company’s success by executing strategic initiatives in alignment with the Board’s vision. Responsible for Brand equity, Strategic planning and External relations, he oversees all facets of the Company’s Management. This includes achieving annual and long-term business targets, monitoring market dynamics and identifying growth opportunities. In addition to leading and evaluating executive leaders, the MD and CEO acts as a vital link between the Board and the Management team. He champions the organization’s vision and mission, ensuring he guides every aspect of operations. By building strong customer relationships and exploring avenues for expansion and acquisition, the MD and CEO enhances Shareholder value and propels the Company towards its strategic objectives. The key responsibilities also include nurturing the Company’s reputation, fostering Stakeholder relationships and upholding Corporate Governance Standards. By steering the organization with vision and purpose, the MD and CEO drives sustainable growth and excellence across all levels of the Company.
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