MAHINDRA & MAHINDRA LIMITED 15 Resignation as a Director from Listed Entities in the past three years: Dr. Shah has not resigned as a Director from any listed entity in the past three years. Attendance at Board Meetings: During the year 1st April, 2023 to 31st March, 2024, 9 Board Meetings of the Company were held, and Dr. Anish Shah had attended all the Meetings. Remuneration: The terms and conditions and remuneration of Dr. Shah upto 31st March, 2025 would be governed as per the approval granted by the Members of the Company at the Annual General Meetings held on 7th August, 2020 and 4th August, 2023 and from 1st April, 2025 to 31st March, 2030 as per the approval of the Members at this Annual General Meeting. The remuneration paid to Dr. Shah during the Financial Year 2023-24 (Including perquisite value of ESOPs exercised) is Rs. 2,422.22 lakhs. Other information: Dr. Shah holds 1,99,065 Ordinary (Equity) Shares in the Company. Dr. Shah is not debarred from holding the office of Director pursuant to any Order issued by the Securities and Exchange Board of India (SEBI) or any other authority. 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. 4 of the Notice. Dr. Shah is not inter-se related to any other Director / KMP of the Company. The Board recommends the Ordinary Resolution set out at Item No. 4 of the Notice for approval of the Members. Explanatory Statement in respect of the Special Business pursuant to section 102 of the Companies Act, 2013 ITEM NO. 5 Proposal The Board of Directors, at its Meeting held on 16th May, 2024, upon the recommendation of the Audit Committee, approved the appointment of Messrs D. C. Dave & Co., Cost Accountants having Firm Registration Number 000611, as Cost Auditors of the Company for conducting the audit of the cost records of the Company, for the Financial Year ending 31st March, 2025, at a remuneration of Rs. 9,50,000 (Rupees Nine Lakhs Fifty Thousand only) (plus Goods and Services Tax and reimbursement of out of pocket expenses). Pursuant to section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, Members of the Company are required to ratify the remuneration to be paid to the cost auditors of the Company. Accordingly, consent of the Members is sought for passing an Ordinary Resolution as set out at Item No. 5 of the Notice for ratification of the remuneration payable to the Cost Auditors for conducting the audit of the cost records of the Company for the Financial Year ending 31st March, 2025. None of the Directors, Key Managerial Personnel of the Company and their relatives are, in any way, concerned or interested, financially or otherwise, in the Resolution set out at Item No. 5 of the Notice. The Board recommends the Ordinary Resolution set out at Item No. 5 of the Notice for approval of the Members. ITEM NO. 6 Proposal: Mr. Anand G. Mahindra (DIN: 00004695), was first appointed on the Board on 23rd November, 1989 as a Director of the Company and transitioned to the role of Non-Executive Chairman of the Company with effect from 12th November, 2021. Mr. Anand G. Mahindra is a Director liable to retire by rotation. At the Seventy Fifth Annual General Meeting of the Company held on 6th August, 2021 (“75th AGM”), based on the recommendation of the Board of Directors and the Governance, Nomination and Remuneration Committee (“GNRC”), the Shareholders had inter alia approved payment of Total Remuneration to Mr. Anand G. Mahindra as Non-Executive Chairman of the Company for a period of 5 years with effect from 12th November, 2021 as under: Total Remuneration of Rs. 5,00,00,000 per annum split as under: (a) Remuneration of Rs. 2,50,00,000 per annum by way of monthly payment and (b) Commission of Rs. 2,50,00,000 per annum. Mr. Anand G. Mahindra is instrumental in defining and enhancing the Mahindra brand. His unwavering commitment to providing feedback and guidance on critical matters, along with his vast experience, significantly bolsters the Company's leadership. As the Group embarks on ambitious strategic growth plans, his role becomes even more vital, requiring his active participation in key decision-making processes. Addressing these intricate challenges will demand both his expertise and an increased investment of time. In his capacity as a mentor and advisor, Mr. Mahindra supports the Managing Director and Senior Management with a strong emphasis on strategic planning, risk management and external relations. Recognizing these contributions and following the recommendation of the GNRC, the Board of Directors at its Meeting held on 16th May, 2024, approved a revision in the Total Remuneration to be paid to Mr. Anand G. Mahindra for a period from 1st April, 2024 upto 11th November, 2026, being the remainder period for which his remuneration was earlier approved by Members at the 75th AGM, as follows: Total Remuneration of Rs. 5,50,00,000 per annum split as under: (a) Remuneration of Rs. 2,75,00,000 per annum by way of monthly payment and (b) Commission of Rs. 2,75,00,000 per annum. Except for the revision in the Total Remuneration amount, all other terms and conditions of remuneration, as approved earlier by the Members at the 75th AGM remain unchanged and continue to be effective. The above remuneration will be paid to Mr. Anand G. Mahindra even if it exceeds one percent of the net profits of the Company in accordance with sections 197 and 198 of the Companies Act, 2013, including any statutory modification(s) or re-enactment(s) thereof and notwithstanding the limits approved by the Members of the Company for payment of remuneration to Non-Executive Directors of the Company from time to time. Where in any financial year during the period from 1st April, 2024 upto 11th November, 2026, the Company has no profits or its profits
RkJQdWJsaXNoZXIy NTE5NzY=