MAHINDRA & MAHINDRA LIMITED 16 (ii) Remuneration proposed: The remuneration proposed to be paid to Mr. Anand G. Mahindra, Non-Executive Chairman for a period from 1st April, 2025 upto 11th November, 2026 is given below: Total Remuneration of Rs. 6,05,00,000 per annum split as under: (a) Remuneration of Rs. 3,02,50,000 per annum by way of monthly payment and (b) Commission of Rs. 3,02,50,000 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. Mr. Mahindra, being the promoter, is not entitled to any stock options of the Company. (iii) Comparative remuneration profile with respect to industry, size of the company, profile of the position and person (in case of expatriates the relevant details would be with respect to the country of his origin): Taking into consideration the size of the Company, the profile of Mr. Anand Mahindra, the responsibilities shouldered by him and the industry benchmarks, the remuneration proposed to be paid to the NonExecutive Chairman is commensurate with the remuneration packages paid to similar senior level counterpart(s) in other companies. (iv) Pecuniary relationship directly or indirectly with the Company, or relationship with the managerial personnel, if any: Besides the remuneration proposed to be paid to him, Mr. Anand Mahindra does not have any other pecuniary relationship with the Company or relationship with the managerial personnel. III. Other Information: (i) Reasons of loss or inadequate profits: Not applicable, as the Company has posted a net profit after tax of Rs. 11,854.96 crores during the year ended 31st March, 2025. (ii) Steps taken or proposed to be taken for improvement and (iii) Expected increase in productivity and profits in measurable terms: Not applicable as the Company has adequate profits. IV. Disclosures: The information and disclosures of the remuneration package of all Directors have been mentioned in the Annual Report in the Corporate Governance Report Section under the Heading “Remuneration to Directors”. The conditions set out in Part-I of Schedule V to the Act as also conditions set out under sub-section 3 of section 196 of the Act are not applicable to a Non-Executive Director. The Board is of the view that Mr. Anand G. Mahindra’s knowledge and experience will continue to be of immense benefit and value to the Company and pursuant to the recommendation of the GNRC, recommends his revised remuneration as a Non-Executive Chairman of the Company for a period from 1st April, 2025 to 11th November, 2026 to the Members for approval. Other information: Mr. Mahindra holds 14,30,008 Ordinary (Equity) Shares in the Company. Mr. Mahindra 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 Mr. Mahindra, 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 Nos. 5 & 6 of the Notice. Mr. Mahindra is not inter se related to any other Director / KMP of the Company. The Board recommends the Ordinary Resolution set out at Item No. 5 and Special Resolution set out at Item No. 6 of the Notice for approval of the Members. ITEM NOS. 7 & 8: Proposal: Ms. Nisaba Godrej (DIN: 00591503) and Mr. Muthiah Murugappan (DIN: 07858587) were appointed as Independent Directors on the Board of your Company pursuant to the provisions of section 149 of the Companies Act, 2013 (“the Act”) read with the Companies (Appointment and Qualifications of Directors) Rules, 2014 and Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), by the Shareholders at the 75th Annual General Meeting of the Company held on 6th August, 2021. They hold office as Independent Directors of the Company upto 7th August, 2025 (“first term”) in line with section 149(10) and (11) of the Act. At the time of appointment of Ms. Nisaba and Mr. Muthiah for their first term of five years as Independent Directors of the Company, The Governance, Nomination and Remuneration Committee (“GNRC”) had evaluated profiles of various candidates as certain Independent Directors were reaching end of their tenure. The GNRC had identified skills, expertise and competencies required by the Board for the effective functioning of the Company. The GNRC with a view to further strengthen the competencies of the Board and after considering criteria such as qualifications, skillsets, experience, independence, knowledge, ability to devote sufficient time and attention to the professional obligations of an Independent Director, shortlisted profiles of select candidates from a range of backgrounds including Corporate Professionals, Consultants and Industrialist. The process of shortlisting and selection of Ms. Nisaba and Mr. Muthiah as Independent Directors was carried out and concluded by GNRC members who were Independent Directors and not considered interested in such proposals. From the shortlisted candidates, the GNRC had selected and recommended to the Board, the appointment of Ms. Nisaba Godrej and Mr. Muthiah Murugappan as Independent Directors of the Company taking the following factors into account: (i) Need for Next-Generation Directors as they impact both content and dynamics of boardroom debate; (ii) Enhancement of the age and gender diversity of the Board which would put the Board in an elite league with three women Independent Directors serving on it; (iii) Adherence to the highest level of Corporate Governance in letter and spirit by the Independent Directors;
RkJQdWJsaXNoZXIy NTE5NzY=