MAHINDRA & MAHINDRA LTD. | Integrated Annual Report 2021-22

MAHINDRA & MAHINDRA LIMITED 1 Notice THE SEVENTY SIXTH ANNUAL GENERAL MEETING OF MAHINDRA & MAHINDRA LIMITED will be held on Friday, the 5 th day of August, 2022 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 Sixth 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, 2022 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, 2022 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, 2022 and the Report 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, 2022 and the Report 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. 11.55 (231%) per Ordinary (Equity) Share of the face value of Rs. 5 each for the year ended 31 st March, 2022 on 124,31,92,544 Ordinary (Equity) Shares of the Company aggregating Rs. 1,435.89 crores as recommended by the Board of Directors be declared and that the said Dividend be distributed out of the Profits for the year ended on 31 st March, 2022." 4. Re-appointment of Dr. Anish Shah, 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 Dr. Anish Shah (DIN: 02719429), who retires by rotation and being eligible for re-appointment, be re-appointed as a Director of the Company.” 5. Re-appointment of Mr. Rajesh Jejurikar, 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. Rajesh Jejurikar (DIN: 00046823), who retires by rotation and being eligible for re‑appointment, be re-appointed as a Director of the Company.” 6. Re-appointment of Messrs B S R & Co. LLP, Chartered Accountants as Statutory Auditors of the Company T o consider and if thought fit, to pass the following Resolution, as an Ordinary Resolution: “ RESOLVED that pursuant to the provisions of sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 read with 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 recommendations of the Audit Committee and the Board of Directors of the Company, Messrs B S R & Co. LLP, Chartered Accountants (ICAI Firm Registration No. 101248W/W- 100022) be re-appointed as the Statutory Auditors of the Company to hold office for a second term of 5 (five) consecutive years from the conclusion of this Seventy Sixth Annual General Meeting (AGM) until the conclusion of the Eighty-First AGM to be held in the year 2027, at a remuneration to be determined by the Board of Directors of the Company in addition to out of pocket expenses as may be incurred by them during the course of the audit. F URTHER RESOLVED that the Board of Directors of the Company (including any Committee thereof), be authorised on behalf of the Company, including but not limited to determine role and responsibilities / scope of work of the Statutory Auditors, to negotiate, finalise, amend, sign, deliver and execute the terms of appointment, including any contract or document in this regard and to alter and vary the terms and conditions of remuneration arising out of increase in scope of work, amendments to the Accounting Standards or the Companies Act, 2013 or Rules framed thereunder or Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and such other requirements resulting in any change in the scope of work, etc., without being required to seek any further consent or approval of the Members of the Company and to do all such acts, deeds, matters and things as it may, in its absolute discretion deem