MAHINDRA & MAHINDRA LTD. | Integrated Annual Report 2022-23

188 MAHINDRA & MAHINDRA LTD. Integrated Annual Report 2022-23 X. GENERAL BODY MEETINGS 1. Details of General Meetings and Special Resolutions passed AGM held during the past 3 years and the Special Resolutions passed therein: Year Date Time Special Resolutions passed Web link for webcast/ transcripts 2020 7 th August, 2020 3:00 p.m. 1. Re-designation of Dr. Pawan Goenka (DIN: 00254502), 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 11 th November, 2020 and re-appointment as “Managing Director and Chief Executive Officer” of the Company with effect from 12 th November, 2020 to 1 st April, 2021. https://www.mahindra.com/ investor-relations/reports 2. Appointment of Dr. Anish Shah (DIN: 02719429), as Whole-time Director designated as “Deputy Managing Director and Group Chief Financial Officer” from 1 st April, 2020 to 1 st April, 2021 and as the Managing Director of the Company designated as “Managing Director and Chief Executive Officer” with effect from 2 nd April, 2021 to 31 st March, 2025. 3. Appointment of Mr. Rajesh Jejurikar (DIN: 00046823), as Whole-time Director designated as “Executive Director (Automotive and Farm Sectors)” for a period of 5 years with effect from 1 st April, 2020 to 31 st March, 2025. 2021 6 th August, 2021 3:00 p.m. 1. Re-appointment of Mr. T. N. Manoharan (DIN: 01186248) as an Independent Director of the Company, not liable to retire by rotation, to hold office for a second term of 5 (five) consecutive years commencing from 11 th November, 2021 to 10 th November, 2026. 2. Payment of remuneration to Mr. Anand G. Mahindra (DIN: 00004695) as a Non-Executive Chairman of the Company for a period of 5 (five) years with effect from 12 th November, 2021. 2022 5 th August, 2022 3:00 p.m. 1. Payment of remuneration to Mr. Anand G. Mahindra (DIN: 00004695) as Non-Executive Chairman of the Company for the Financial Year 2022-23. Note: In compliance with the provisions of the Ministry of Corporate Affairs (“MCA”) General Circular No. 20/2020 dated 5 th May, 2020 read together with MCA General Circular Nos. 14 & 17/2020 dated 8 th April, 2020 and 13 th April, 2020, respectively, MCA General Circular No. 02/2021 dated 13 th January, 2021 and MCA General Circular No. 02/2022 dated 5 th May, 2022 and SEBI’s Circular No. SEBI/HO/CFD/CMD1/ CIR/P/2020/79 dated 12 th May, 2020 read with SEBI Circular No. SEBI/HO/CFD/ CMD2/CIR/P/2021/11 dated 15 th January, 2021, the Company conducted the AGM(s) in the year 2020, 2021 and 2022 through Video Conferencing /Other Audio Visual Means (“VC”/“OAVM”). Further, in 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 AGMs of the Company held in the year 2020, 2021 and 2022 were deemed to have been conducted at the Registered Office of the Company being the deemed venue of the AGM. No Extraordinary General Meeting was held during the past 3 years. No Special Resolution(s) requiring a Postal Ballot is being proposed at the ensuing AGM of the Company. No Postal Ballot was conducted during the Financial Year 2022-23. 2. National Company Law Tribunal Convened Meeting held during the year 2022-23 and the Resolution(s) passed therein As per the directions of Hon’ble National Company Law Tribunal, Mumbai Bench (“NCLT”) by its Order dated 10 th June, 2022, your Company convened a Meeting of Equity Shareholders on 19 th August, 2022 through VC/OAVM facility for the purpose of considering, and if thought fit, approving, with or without modification(s), the Scheme of Merger by Absorption of Mahindra Electric Mobility Limited (“MEML” or “Transferor Company”) with Mahindra & Mahindra Limited (“M&M” or “Transferee Company” or “the Company”) and their respective shareholders (“Scheme”). The said Order also mentioned the appointment of Mr. Sachin Bhagwat, Practicing Company Secretary (Membership No. ACS 10189) or in his absence Mr. Prashant Vaishampayan (Membership No. FCS 4251) as a Scrutiniser for the purpose of scrutinising the process for voting and remote e-voting for the Meeting, including for any adjournment(s) thereof.