MAHINDRA & MAHINDRA LIMITED 17 (iv) The valuable Industrial experience brought to the Board by Ms. Nisaba and Mr. Muthiah as Independent Directors. GNRC at its Meeting held on 2nd May, 2025 on the basis of performance evaluation of Independent Directors and taking into account the external business environment, the business knowledge, acumen, experience and the substantial contribution made by Ms. Nisaba Godrej and Mr. Muthiah Murugappan during their tenure, has recommended to the Board that their continued association as Independent Directors of the Company would be beneficial to the Company. The performance evaluation of Independent Directors were based on various criteria, inter alia, including attendance at Board and Committee Meetings, skill, experience, ability to challenge views of others in a constructive manner, knowledge acquired with regard to the Company’s business, understanding of industry and global trends, etc. Ms. Nisaba Godrej and Mr. Muthiah Murugappan possess the core skills/expertise/competencies identified in the Company's business and sectors for it to function effectively. Details of the skills possessed by them are included in the Corporate Governance Report which forms a part of the Annual Report for the Financial Year ended 31st March, 2025. Based on the above and the performance evaluation of Independent Directors, the Board at its Meeting held on 5th May, 2025 has recommended the re-appointment of Ms. Nisaba Godrej (DIN: 00591503) and Mr. Muthiah Murugappan (DIN: 07858587), as Independent Directors of the Company, not liable to retire by rotation, to hold office for a second term, as under: Sr. No. Name of the Director Period of Second Term 1. Ms. Nisaba Godrej Five consecutive years commencing from 8th August, 2025 to 7th August, 2030 (both days inclusive) 2. Mr. Muthiah Murugappan The Company has received notices in writing from a Member under section 160 of the Act, proposing the candidature of Ms. Nisaba Godrej and Mr. Muthiah Murugappan, for the office of Directors of the Company. Brief resume of Ms. Nisaba and Mr. Muthiah, age, qualification, nature of their expertise in specific functional areas, disclosure of relationships between directors inter-se, names of listed entities and other companies in which they hold directorships and memberships of Board Committees, shareholding in the Company, the number of Meetings of the Board attended during the year, along with disclosure pertaining to their resignation from listed entities in the past three years, as stipulated under the Listing Regulations and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India are stated herein and are also provided in the Corporate Governance Report forming part of the Annual Report. Ms. Nisaba Godrej: Profile: Ms. Nisaba Godrej has completed 47 years of age. Ms. Nisaba Godrej is the Executive Chairperson of Godrej Consumer Products Limited (“GCPL”). She has been a key architect of GCPL’s strategy and transformation for almost two decades. She is also the Chairperson of Teach for India and sits on the Board of Godrej Industries Limited, Godrej Agrovet Limited, Bharti Airtel Limited, Mahindra & Mahindra Limited, Godrej Seeds and Genetics Limited and Indian School of Business. She has a BSc degree from The Wharton School at the University of Pennsylvania and an MBA from Harvard Business School. Ms. Nisaba is passionate about education, the human mind, trekking and equestrian sports. Directorships: Ms. Nisaba Godrej is Independent Director on the Board of Mahindra & Mahindra Limited and the Executive Chairperson of Godrej Consumer Products Limited, Director of Godrej Agrovet Limited, Godrej Industries Limited, Godrej Seeds and Genetics Limited, Bharti Airtel Limited and Indian School of Business. Committee positions: Sr. No. Name of the Company Name of the Committee Position Held 1. Mahindra & Mahindra Limited Governance, Nomination & Remuneration Committee Member Stakeholders’ Relationship Committee Member 2. Godrej Consumer Products Limited ESG Committee Chairperson Management Committee Chairperson Corporate Social Responsibility Committee Member Risk Management Committee Member 3. Godrej Agrovet Limited Nomination & Remuneration Committee Member Managing Committee Member 4. Godrej Seeds and Genetics Limited Corporate Social Responsibility Committee Member Management Committee Member Nomination & Remuneration Committee Member Audit Committee Member 5. Bharti Airtel Limited ESG Committee Chairperson Nomination & Remuneration Committee Member Resignation as a Director from Listed Entities in the past three years: Ms. Nisaba Godrej resigned as an Independent Director of VIP Industries Limited w.e.f. 3rd June, 2024. Attendance at Board Meetings during 1st April, 2024 to 31st March, 2025: During the year 1st April, 2024 to 31st March, 2025, 7 Board Meetings of the Company were held, and Ms. Nisaba Godrej had attended 6 out of 7 Meetings. Remuneration: Ms. Nisaba Godrej would be entitled to sitting fees for attending the Meetings of the Board of Directors and Committees thereof. In addition, she would be entitled to commission as determined each year by the Board of Directors within the limits approved by the Members of the Company for the Non-Executive Directors of the Company. The sitting fees paid to Ms. Nisaba Godrej during the Financial Year 2024-25 were Rs. 9.60 lakhs. The commission payable to her for the Financial Year 2024-25 is Rs. 84 lakhs.
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