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

MAHINDRA & MAHINDRA LIMITED 20 basis. Given the nature of Company’s presence in multiple businesses, the Company works closely with its subsidiaries, joint ventures and associates to achieve its business objectives and enters into various operational transactions with its related parties, from time to time, in the ordinary course of business and on arm’s length basis. Amongst the transactions that the Company enters into with its related parties, the estimated value of the contract(s)/ arrangement(s)/ agreements(s)/ transaction(s) of the Company with the Related Parties mentioned below and also the ‘Related Party Transactions’ under Regulation 2(1) (zc) of the Listing Regulations pertaining to a subsidiary of the Company, may exceed the revised threshold of Material Related Party Transactions within the meaning of amended Regulation 23(1) of the Listing Regulations w.e.f. 1 st April, 2022 i.e. Rs. 1,000 crores (Rupees one thousand crores) being the lower of Rs. 1,000 crores (Rupees one thousand crores) or 10% (ten per cent) of the annual consolidated turnover of the Company as per the last audited financial statements of the Company. Members may please note that the Company/its subsidiaries have been undertaking such transactions of similar nature with related parties in the past financial years, in the ordinary course of business and on arm's length after obtaining requisite approvals, including from the Audit Committee of the Company/subsidiaries, as per the requirements of the applicable law. The maximum annual value of the proposed transactions with the related parties is estimated based on Company’s current transactions with them and future business projections. SEBI, vide its Circular dated 30 th March, 2022, has clarified that a Related Party Transaction approved by the Audit Committee prior to 1 st April, 2022, which continues beyond this date and if it becomes material as per the materiality threshold provided above, requires approval of the shareholders in the first Annual General Meeting to be held after 1 st April, 2022. Considering the quantumof transactions, reduced thresholds of materiality and the extended framework for related party transactions under the amended Listing Regulations, approval of the Members is sought as per the requirements of Regulation 23 of the Listing Regulations read with SEBI Circular No.SEBI/HO/CFD/CMD1/CIR/P/2022/40 dated 30 th March, 2022, for the following specific Material Related Party Transactions, details of which are mentioned herein in accordance with SEBI Circular No. SEBI/HO/CFD/CMD1/ CIR/P/2021/662 dated 22 nd November, 2021: 1) For Item No. 9 D etails of the Material Related Party Transactions entered / to be entered between the Company and its Related Parties Sr. No. Name of the Related Party Nature of relationship with the Company, including nature of its concern or interest (financial or otherwise) Monetary Value per Related Party 1. a. Mahindra Logistics Limited Subsidiary Not exceeding 5% of the Annual Consolidated Turnover of the Company # Or Rs. 5,000 Crores whichever is higher, per annum b. Swaraj Engines Limited Associate Not exceeding 2% of the Annual Consolidated Turnover of the Company # Or Rs. 2,000 Crores whichever is higher, per annum c. Classic Legends Private Limited Subsidiary d. Mahindra Electric Mobility Limited Subsidiary e. Tech Mahindra Limited Associate f. Mahindra CIE Automotive Limited Associate # The Annual Consolidated Turnover shall be as per the last audited financial statements of the Company.