annual-report-FY2020

MAHINDRA & MAHINDRA LIMITED 1 Notice THE SEVENTY FOURTH ANNUAL GENERAL MEETING OF MAHINDRA & MAHINDRA LIMITED will be held on Friday, the 7 th 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. 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 31 st 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 31 st 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. 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 31 st 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. 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 1 st April, 2020, revision in the remuneration payable to him with effect from 1 st August, 2020 upto his current term i.e. 11 th November, 2020 and his re-appointment as “Managing Director and Chief Executive Officer” of the Company with effect from 12 th November, 2020 to 1 st April, 2021 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: (i) Re-designation of Dr. Pawan Goenka (DIN: 00254502) as ”Managing Director and Chief Executive Officer“ of the Company with effect from 1 st 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 1 st August, 2020 upto his current term i.e. 11 th November, 2020. (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 12 th November, 2020 to 1 st 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: 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. 2. Contribution to Provident Fund, Superannuation Fund, Annuity Fund and Gratuity would not