Integrated Annual Report 2024-25 164 The aforesaid appointments of Directors has been considered and approved by the Shareholders of the Company at the Seventy Eighth Annual General Meeting of the Company, held on 31st July, 2024. The composition of the Board represents an optimum combination of knowledge, experience and skills from diverse fields including manufacturing, finance, economics, law, governance, etc. which are required by the Board to discharge its responsibilities effectively. The Directors take active part in the deliberations at the Board and Committee Meetings by providing valuable guidance and expert advice to the Management on various aspects of business, policy direction, strategy, governance, compliance, etc. and play a critical role on strategic issues and add value in the decision making process of the Board of Directors. 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. Professional Fees for the year under review (upto 7th August, 2024) to Khaitan & Co., Mumbai, Advocates and Solicitors, in which Mr. Haigreve Khaitan, Non-Executive and Independent Director of your Company upto 7th August, 2024, is a partner, during the period 1st April, 2024 to 7th August, 2024, amounted to Rs. 101.43 lakhs (including out of pocket expenses). The fees received by Khaitan & Co., Mumbai, Advocates and Solicitors from the Company, its Subsidiary(ies) or Associate(s) companies did not exceed ten per cent or more of the gross turnover of Khaitan & Co., Mumbai. 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 faced by the Company. B. Role of Group CEO and Managing Director As Group CEO and Managing Director, 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 Group CEO and MD 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 Group CEO and MD 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 Group CEO and MD drives sustainable growth and excellence across all levels of the Company.
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