MAHINDRA & MAHINDRA LIMITED 4 6. I n compliance with applicable provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) read with above mentioned MCA and SEBI Circulars, the AGM of the Company is being conducted through VC/OAVM. I n accordance with the Secretarial Standard - 2 on General Meetings issued by the Institute of Company Secretaries of India (“ICSI”) read with Clarification/ Guidance on applicability of Secretarial Standards - 1 and 2 dated 15 th April, 2020 issued by the ICSI, the proceedings of the AGM shall be deemed to be conducted at the Registered Office of the Company which shall be the deemed venue of the AGM. Since the AGM will be held through VC/OAVM, the Route Map is not annexed to this Notice. 7. T he Explanatory Statement as required under section 102 of the Act is annexed hereto. Further, additional information with respect to Item Nos. 4 and 5 is also annexed hereto. T he Board of Directors have considered and decided to include the Item Nos. 6 to 10 given above as Special Business in the forthcoming AGM, as they are unavoidable in nature. 8. M essrs B S R & Co. LLP, Chartered Accountants, were appointed as Statutory Auditors of the Company at the 71 st AGM held on 4 th August, 2017. Pursuant to the Notification issued by the MCA on 7 th May, 2018 amending section 139 of the Act and the Rules framed thereunder, the mandatory requirement for ratification of appointment of Auditors by the Members at every AGM has been omitted, and hence the Company is not proposing an item on ratification of appointment of Auditors at this AGM. 9. T he Register of Directors and Key Managerial Personnel and their shareholding maintained under section 170 of the Act and Register of Contracts or arrangements in which directors are interested maintained under section 189 of the Act and relevant documents referred to in this Notice of AGM and explanatory statement, will be available electronically for inspection by the Members during the AGM. All documents referred to in the Notice will also be available for electronic inspection without any fee by the Members from the date of circulation of this Notice up to the date of AGM, i.e. 6 th August, 2021. Members seeking to inspect such documents can send an email to
[email protected] . 10. T he Company’s Registrar and Transfer Agents for its Share Registry Work (Physical and Electronic) is KFin having their office at Selenium, Tower-B, Plot No. 31 & 32, Gachibowli, Financial District, Nanakramguda, Hyderabad, Telangana – 500032. 11. BOOK CLOSURE: The Register of Members and Transfer Books of the Company will be closed from Saturday, 17 th July, 2021 to Friday, 6 th August, 2021 (both days inclusive) for the purpose of Dividend and AGM. 12. DIVIDEND: The dividend, as recommended by the Board of Directors, if approved at the AGM, would be paid subject to deduction of tax at source, as may be applicable, after 6 th August, 2021, to those persons or their mandates: (a) w hose names appear as Beneficial Owners as at the end of the business hours on Friday, 16 th July, 2021 in the list of Beneficial Owners to be furnished by National Securities Depository Limited and Central Depository Services (India) Limited in respect of the shares held in electronic form; and (b) w hose names appear as Members in the Register of Members of the Company as at the end of the business hours on Friday, 16 th July, 2021 after giving effect to valid request(s) received for transmission/ transposition of shares. 13. ELECTRONIC CREDIT OF DIVIDEND: SEBI has made it mandatory for all companies to use the bank account details furnished by the Depositories and the bank account details maintained by the Registrar and Transfer Agents for payment of dividend to Members electronically. The Company has extended the facility of electronic credit of dividend directly to the respective bank accounts of the Member(s) through the Electronic Clearing Service (ECS)/ National Electronic Clearing Service (NECS)/National Electronic Fund Transfer (NEFT)/Real Time Gross Settlement (RTGS)/Direct Credit, etc. A s directed by SEBI, the Members holding shares in physical form are requested to submit particulars of their bank account alongwith the original cancelled cheque bearing the name of the Member to KFin / Company to update their bank account details. M embers holding shares in demat form are requested to update their bank account details with their respective Depository Participant. The Company or KFin cannot act on any request received directly from the Members holding shares in demat form for any change of bank particulars. Such changes are to be intimated only to the Depository Participants of the Members. Further, instructions, if any, already given by them in respect of shares held in physical form will not be automatically applicable to shares held in the electronic mode. I n view of the ongoing COVID-19 pandemic, shareholders are requested to ensure that their bank account details in their respective demat accounts are updated, to enable the Company to provide timely credit of dividend in their bank accounts. I n case, the Company is unable to pay the dividend to any Member by the electronic mode, due to non‑availability of the details of the bank account, the Company shall upon normalisation of the postal/