MM-Integrated-Annual-Report-2019-20.pdf - MAHINDRA MAHINDRA LIMITED Notice \u0007To consider and if thought fit to pass the following Resolution as a Special

MM-Integrated-Annual-Report-2019-20.pdf - MAHINDRA MAHINDRA...

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Unformatted text preview: MAHINDRA & MAHINDRA LIMITED Notice To consider and, if thought fit, to pass the following Resolution as a Special Resolution: THE SEVENTY FOURTH ANNUAL GENERAL MEETING OF MAHINDRA & MAHINDRA LIMITED will be held on Friday, the 7th day of August, 2020 at 3:00 p.m. (IST), through Video Conferencing (“VC”)/ Other Audio Visual Means (“OAVM”) facility to transact the following businesses.  “RESOLVED that pursuant to the provisions of sections 196, 197 and 198 read with Schedule V and all other applicable provisions of the Companies Act, 2013 (“the Act“), the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 [including any statutory modification(s) or re-enactment(s) thereof for the time being in force] and such other approvals, permissions and sanctions, as may be required and subject to such conditions and modifications, as may be prescribed or imposed by any of the authorities while granting such approvals, permissions and sanctions, approval of the Company be accorded to the: The proceedings of the Annual General Meeting (“AGM”) shall be deemed to be conducted at the Registered Office of the Company at Gateway Building, Apollo Bunder, Mumbai – 400 001 which shall be the deemed venue of the AGM. ORDINARY BUSINESS 1. To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the Financial Year ended 31st March, 2020 and the Reports of the Board of Directors and Auditors thereon. 2.  To receive, consider and adopt the Audited Consolidated Financial Statements of the Company for the Financial Year ended 31st March, 2020 and the Report of the Auditors thereon. 3. To declare a dividend on Ordinary (Equity) Shares. 4.  To appoint a Director in place of Mr. Anand G. Mahindra (DIN: 00004695), who retires by rotation and, being eligible, offers himself for re-appointment. (i)  Re-designation of Dr. Pawan Goenka (DIN: 00254502) as ”Managing Director and Chief Executive Officer“ of the Company with effect from 1st April, 2020, and revision in the remuneration payable to him, by way of change in the scale of basic salary to Rs. 18,00,000 to Rs. 30,00,000 per month with effect from 1st August, 2020 upto his current term i.e. 11th November, 2020. SPECIAL BUSINESS 5. Ratification of Remuneration to Cost Auditors To consider and, if thought fit, to pass the following Resolution as an Ordinary Resolution: “RESOLVED that pursuant to the provisions of section 148 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 [including any statutory modification(s) or amendment(s) thereto or re-enactment(s) thereof, for the time being in force] and pursuant to the recommendation of the Audit Committee, the remuneration payable to Messrs D. C. Dave & Co., Cost Accountants having Firm Registration Number 000611, appointed by the Board of Directors of the Company as Cost Auditors to conduct the audit of the cost records of the Company for the Financial Year ending 31st March, 2021, amounting to Rs. 8,00,000 (Rupees Eight Lakhs only) (plus Goods and Services Tax and reimbursement of out of pocket expenses) be ratified. (ii)  Re-appointment of Dr. Pawan Goenka as the Managing Director of the Company designated as “Managing Director and Chief Executive Officer” of the Company with effect from 12th November, 2020 to 1st April, 2021 (both days inclusive) on a basic salary in the scale of Rs. 18,00,000 to Rs. 30,00,000 per month. FURTHER RESOLVED that the approval of the Company be accorded to the Board of Directors of the Company (including any Committee thereof) to revise the basic salary payable to Dr. Pawan Goenka, Managing Director & Chief Executive Officer of the Company (hereinafter referred to as the appointee) within the above mentioned scale of salary.  FURTHER RESOLVED that the perquisites (including allowances) payable or allowable and commission to the appointee be as follows: Perquisites: FURTHER RESOLVED that approval of the Company be accorded to the Board of Directors of the Company (including any Committee thereof) to do all such acts, deeds, matters and things and to take all such steps as may be required in this connection including seeking all necessary approvals to give effect to this Resolution and to settle any questions, difficulties or doubts that may arise in this regard.” 6.  Re-designation of Dr. Pawan Goenka as “Managing Director and Chief Executive Officer” with effect from 1st April, 2020, revision in the remuneration payable to him with effect from 1st August, 2020 upto his current term i.e. 11th November, 2020 and his re-appointment as “Managing Director and Chief Executive Officer” of the Company with effect from 12th November, 2020 to 1st April, 2021 1. In addition to the salary, the appointee shall also be entitled to perquisites which would include accommodation (furnished or otherwise) or house rent allowance in lieu thereof, gas, electricity, water, furnishings, medical reimbursement and leave travel concession for self and family, club fees, use of Company cars, medical and personal accident insurance and other benefits, amenities and facilities including those under the Company’s Special Post Retirement Benefits Scheme in accordance with the Rules of the Company. The value of the perquisites would be evaluated as per Income-tax Rules, 1962 wherever applicable and at cost in the absence of any such Rule. 1 2. Contribution to Provident Fund, Superannuation Fund, Annuity Fund and Gratuity would not MAHINDRA & MAHINDRA LIMITED be included in the computation of ceiling on remuneration to the extent these either singly or put together are not taxable under the Income-tax Act, 1961. 3.  Encashment of earned leave at the end of the tenure as per Rules of the Company shall not be included in the computation of ceiling on remuneration. 4. Provision of car for use on Company's business, telephone and other communication facilities at residence would not be considered as perquisites. General Meeting of the Company in terms of section 161 of the Companies Act, 2013 and in respect of whom the Company has received a Notice in writing from a Member under section 160 of the Companies Act, 2013 proposing his candidature for the office of Director of the Company, being so eligible, be appointed as a Director of the Company, liable to retire by rotation.” 8. Appointment of Dr. Anish Shah as Whole-time Director designated as “Deputy Managing Director and Group Chief Financial Officer” from 1st April, 2020 to 1st April, 2021 and as the Managing Director of the Company designated as “Managing Director and Chief Executive Officer” with effect from 2nd April, 2021 to 31st March, 2025 Commission: In addition to the salary and perquisites, the appointee would be entitled to such commission based on the net profits of the Company in any financial year not exceeding 1% (one percent) of such profits as the Governance, Nomination and Remuneration Committee shall decide, having regard to the performance of the Company. To consider and, if thought fit, to pass the following Resolution as a Special Resolution:  “RESOLVED that pursuant to the provisions of sections 196, 197 and 198 read with Schedule V and all other applicable provisions of the Companies Act, 2013 (“the Act“), the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 [including any statutory modification(s) or re-enactment(s) thereof for the time being in force] and such other approvals, permissions and sanctions, as may be required and subject to such conditions and modifications, as may be prescribed or imposed by any of the authorities while granting such approvals, permissions and sanctions, approval of the Company be accorded to the appointment of Dr. Anish Shah (DIN: 02719429) as Whole-time Director of the Company designated as “Deputy Managing Director and Group Chief Financial Officer” of the Company with effect from 1st April, 2020 to 1st April, 2021 (both days inclusive), on a basic salary of Rs. 19,65,714 per month in the scale of Rs. 16,00,000 to Rs. 26,00,000 per month, and as the Managing Director of the Company designated as “Managing Director and Chief Executive Officer” with effect from 2nd April, 2021 to 31st March, 2025 (both days inclusive), on a basic salary in the scale of Rs. 18,00,000 to Rs. 30,00,000 per month.  Provided that the remuneration payable to the appointee (including the salary, commission, perquisites, benefits and amenities) does not exceed the limits laid down in section 197 and computed in the manner laid down in section 198 of the Act, including any statutory modification(s) or re-enactment(s) thereof. FURTHER RESOLVED that where in any financial year during the currency of the tenure of the appointee, the Company has no profits or its profits are inadequate, the Company may pay to the appointee, the above remuneration as the minimum remuneration by way of salary, perquisites and other allowances and benefits as specified above subject to receipt of the requisite approvals, if any. FURTHER RESOLVED that approval of the Company be accorded to the Board of Directors of the Company (including any Committee thereof) to do all such acts, deeds, matters and things and to take all such steps as may be required in this connection including seeking all necessary approvals to give effect to this Resolution and to settle any questions, difficulties or doubts that may arise in this regard and further to execute all necessary documents, applications, returns and writings as may be necessary, proper, desirable or expedient.” FURTHER RESOLVED that the approval of the Company be accorded to the Board of Directors of the Company (including any Committee thereof) to revise the basic salary payable to Dr. Anish Shah, as the Deputy Managing Director and Group Chief Financial Officer of the Company (from 1st April, 2020 to 1st April, 2021) and as the Managing Director and Chief Executive Officer of the Company (from 2nd April, 2021 to 31st March, 2025) (hereinafter referred to as the appointee) within the above mentioned scale of salary. 7. Appointment of Dr. Anish Shah as a Director To consider and, if thought fit, to pass the following Resolution as an Ordinary Resolution:  “RESOLVED that pursuant to the provisions of section 152 and all other applicable provisions of the Companies Act, 2013 and the Rules framed thereunder [including any statutory modification(s) or amendment(s) thereto or re-enactment(s) thereof for the time being in force], Dr. Anish Shah (DIN: 02719429), who was appointed by the Board of Directors as an Additional Director of the Company, with effect from 1st April, 2020 under section 161 of the Companies Act, 2013 and the Articles of Association of the Company and who holds office up to the date of this Annual FURTHER RESOLVED that in addition to the basic salary, the perquisites (including benefits and allowances) payable or allowable and performance pay, to the appointee be as follows: Perquisites: 2 1.  In addition to the basic salary, the appointee shall also be entitled to perquisites not exceeding 200% of the Annual Basic Salary which would MAHINDRA & MAHINDRA LIMITED include accommodation (furnished or otherwise including interest on housing deposit and rent) or house rent allowance in lieu thereof, soft furnishings, retention bonus, medical reimbursement, domiciliary expenses at actuals to cover self, spouse and children below the age of 25 years and leave travel concession for self and family, club subscription, use of Company cars (amount of car Lease, Fuel & Maintenance, Driver Reimbursement), education subsidy, Employer and Employee contribution to National Pension System, medical and personal accident insurance, subsidy for Parents’ Medical Insurance, Group term Insurance and Club Mahindra/Holiday Home Facility, and such other allowances, benefits, amenities and facilities in accordance with the Rules of the Company. of salary, perquisites, other allowances, benefits and Performance Pay as specified above subject to receipt of the requisite approvals, if any. FURTHER RESOLVED that approval of the Company be accorded to the Board of Directors of the Company (including any Committee thereof) to do all such acts, deeds, matters and things and to take all such steps as may be required in this connection including seeking all necessary approvals to give effect to this Resolution and to settle any questions, difficulties or doubts that may arise in this regard and further to execute all necessary documents, applications, returns and writings as may be necessary, proper, desirable or expedient.” 9. Appointment of Mr. Rajesh Jejurikar as a Director To consider and, if thought fit, to pass the following Resolution as an Ordinary Resolution:  “RESOLVED that pursuant to the provisions of section 152 and all other applicable provisions of the Companies Act, 2013 and the Rules framed thereunder [including any statutory modification(s) or amendment(s) thereto or re-enactment(s) thereof for the time being in force], Mr. Rajesh Jejurikar (DIN: 00046823), who was appointed by the Board of Directors as an Additional Director of the Company, with effect from 1st April, 2020 under section 161 of the Companies Act, 2013 and the Articles of Association of the Company and who holds office up to the date of this Annual General Meeting of the Company in terms of section 161 of the Companies Act, 2013 and in respect of whom the Company has received a Notice in writing from a Member under section 160 of the Companies Act, 2013 proposing his candidature for the office of Director of the Company, being so eligible, be appointed as a Director of the Company, liable to retire by rotation.” The value of the perquisites would be evaluated as per Income-tax Rules, 1962 wherever applicable and at cost in the absence of any such Rule. 2.  In addition to the above, the appointee shall be entitled to ESOPs in accordance with the Company’s ESOPs Scheme(s) as may be approved by the Governance, Nomination and Remuneration Committee (“GNRC”) from time to time. 3. Contribution to Provident Fund, Superannuation Fund, National Pension Scheme, Gratuity as per rules of the Fund/ Scheme in force from time to time would not be included in the computation of ceiling on remuneration to the extent these either singly or put together are not taxable under the Income-tax Act, 1961. 4. Encashment of earned leave at the end of the tenure as per Rules of the Company shall not be included in the computation of ceiling on remuneration. 10.  Appointment of Mr. Rajesh Jejurikar as Whole-time Director designated as “Executive Director (Automotive and Farm Sectors)” for a period of 5 years with effect from 1st April, 2020 to 31st March, 2025 Performance Pay:  In addition to the salary, perquisites and ESOPs, as mentioned above, the appointee would be entitled to Performance Pay based on the performance of the appointee and the Company not exceeding 150% of the Annual Basic Salary. To consider and, if thought fit, to pass the following Resolution as a Special Resolution:  “RESOLVED that pursuant to the provisions of sections 196, 197 and 198 read with Schedule V and all other applicable provisions of the Companies Act, 2013 (“the Act“), the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 [including any statutory modification(s) or re-enactment(s) thereof for the time being in force] and such other approvals, permissions and sanctions, as may be required and subject to such conditions and modifications, as may be prescribed or imposed by any of the authorities while granting such approvals, permissions and sanctions, approval of the Company be accorded to the appointment of Mr. Rajesh Jejurikar (DIN: 00046823) as Whole-time Director of the Company designated as “Executive Director (Automotive and Farm Sectors)” of the Company for a period of 5 years with effect from 1st April, 2020 to 31st March, 2025 (both days inclusive) on a basic salary of Rs. 16,97,345 per month in the scale of Rs. 12,00,000 to Rs. 26,00,000 per month. Provided that any revision(s) in the remuneration, will be decided by the Board based on the recommendations of the GNRC and the recommendation of GNRC will be based on Company performance and individual performance.  Provided that the remuneration payable to the appointee (including the salary, perquisites, ESOPs, performance pay) does not exceed the limits laid down in section 197 and computed in the manner laid down in section 198 of the Act, including any statutory modifications or re-enactment thereof. FURTHER RESOLVED that where in any financial year during the currency of the tenure of the appointee, the Company has no profits or its profits are inadequate, the Company may pay to the appointee, the above remuneration as the minimum remuneration by way 3 MAHINDRA & MAHINDRA LIMITED FURTHER RESOLVED that the approval of the Company be accorded to the Board of Directors of the Company (including any Committee thereof) to revise the basic salary payable to Mr. Rajesh Jejurikar as Executive Director (Automotive and Farm Sectors) (hereinafter referred to as the appointee) within the above mentioned scale of salary. Provided that any revision(s) in the remuneration, will be decided by the Board based on the recommendations of the GNRC and the recommendation of GNRC will be based on Company performance and individual performance.  Provided that the remuneration payable to the appointee (including the salary, perquisites, ESOPs, performance pay) does not exceed the limits laid down in section 197 and computed in the manner laid down in section 198 of the Act, including any statutory modifications or re-enactment thereof. FURTHER RESOLVED that in addition to the basic salary, the perquisites (including benefits and allowances) payable or allowable and performance pay, to the appointee be as follows: FURTHER RESOLVED that where in any financial year during the currency of the tenure of the appointee, the Company has no profits or its profits are inadequate, the Company may pay to the appointee, the above remuneration as the minimum remuneration by way of salary, perquisites, other allowances, benefits and Performance Pay as specified above subject to receipt of the requisite approvals, if any. Perquisites: 1. In addition to the basic salary, the appointee shall also be entitled to perquisites not exceeding 200% of the Annual Basic Salary which would include accommodation (furnished or otherwise including interest on housing deposit and rent) or house rent allowance in lieu thereof, soft furnishings, retention bonus, medical reimbursement, domiciliary expenses at actuals to cover self, spouse and children below the age of 25 years and leave travel concession for self and family, club subscription, use of Company cars (amount of car Lease, Fuel & Maintenance, Driver Reimbursement), education subsidy, Employer and Employee contribution to National Pension System, medical and personal accident insurance, subsidy for Parents’ Medical Insurance, Group term Insurance and Club Mahindra/Holiday Home Facility, and such other allowances, benefits, amenities and facilities in accordance with the Rules of the Company. FURTHER RESOLVED that approval of the Company be accorded to the Board of Directors of the Company (including any Committee thereof) to do all such acts, deeds, matters and things and to take all such steps as may be required in this connection including seeking all necessary approvals to give effect to this Resolution and to settle any questions, difficulties or doubts that may arise in this regard and further to execute all necessary documents, applications, returns and writings as may be necessary, proper, desirable or expedient.” 11.  Appointment of Mr. CP Gurnani as a Non-Executive Non-Independent Director The value of the perquisites would be evaluated as per In...
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