annual-report-FY2021

MAHINDRA & MAHINDRA LIMITED 1 Notice THE SEVENTY FIFTH ANNUAL GENERAL MEETING OF MAHINDRA & MAHINDRA LIMITED will be held on Friday, the 6 th day of August, 2021 at 3:00 p.m., Indian Standard Time (IST), through Video Conferencing (“VC”)/ Other Audio Visual Means (“OAVM”) facility to transact the following businesses. The proceedings of the Seventy Fifth 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. Consideration and Adoption of the Audited Standalone Financial Statements of the Company for the Financial Year ended 31 st March, 2021 and the Reports of the Board of Directors and Auditors thereon To consider and, if thought fit, to pass the following Resolution as an Ordinary Resolution: “ RESOLVED that the Audited Standalone Financial Statements of the Company for the Financial Year ended 31 st March, 2021 and the Reports of the Board of Directors and Auditors thereon, as circulated to the Members, be considered and adopted.” 2. Consideration and Adoption of the Audited Consolidated Financial Statements of the Company for the Financial Year ended 31 st March, 2021 and the Reports of the Auditors thereon T o consider and, if thought fit, to pass the following Resolution as an Ordinary Resolution: “ RESOLVED that the Audited Consolidated Financial Statements of the Company for the Financial Year ended 31 st March, 2021 and the Reports of the Auditors thereon, as circulated to the Members, be considered and adopted.” 3. Declaration of Dividend on Ordinary (Equity) Shares T o consider and, if thought fit, to pass the following Resolution as an Ordinary Resolution: " RESOLVED that a Dividend of Rs. 8.75 (175%) per Ordinary (Equity) Share of the face value of Rs. 5 each for the year ended 31 st March, 2021 on 124,31,92,544 Ordinary (Equity) Shares of the Company aggregating Rs. 1,087.79 crores as recommended by the Board of Directors be declared and that the said Dividend be distributed out of the accumulated balance of retained earnings representing the accumulated surplus in the profit and loss account as at 31 st March, 2021.” 4. Re-appointment of Mr. Vijay Kumar Sharma, as a Director liable to retire by rotation T o consider and, if thought fit, to pass the following Resolution as an Ordinary Resolution: “ RESOLVED that Mr. Vijay Kumar Sharma (DIN: 02449088), who retires by rotation and being eligible for re-appointment, be re-appointed as a Director of the Company.” 5. Re-appointment of Mr. CP Gurnani, as a Director liable to retire by rotation T o consider and, if thought fit, to pass the following Resolution as an Ordinary Resolution: “ RESOLVED that Mr. CP Gurnani (DIN: 00018234), who retires by rotation and being eligible for re-appointment, be re-appointed as a Director of the Company.” SPECIAL BUSINESS 6. Ratification of Remuneration to Cost Auditors T o 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, 2022, amounting to Rs. 8,50,000 (Rupees Eight Lakhs Fifty Thousand only) (plus Goods and Services Tax and reimbursement of out of pocket expenses) be ratified. F URTHER 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.” 7. A ppointment of Ms. Nisaba Godrej as an Independent Director T o consider and, if thought fit, to pass the following Resolution as an Ordinary Resolution: “ RESOLVED that pursuant to the provisions of sections 149, 150, 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 (“the Act“), Companies (Appointment and Qualifications of Directors) Rules, 2014 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [including any statutory modification(s) or amendment(s) thereto or re-enactment(s) thereof for the time being in force], Ms. Nisaba Godrej (DIN: 00591503), who was appointed as an Additional Director (Independent and Non-Executive) of the Company, with effect from 8 th August, 2020 under section 161 of the Act and the Articles of Association of the Company and who holds office upto the date of this Annual General Meeting of the Company, and who qualifies for being appointed as an Independent