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

MAHINDRA & MAHINDRA LIMITED 1 Notice THE SEVENTY SEVENTH ANNUAL GENERAL MEETING OF MAHINDRA & MAHINDRA LIMITED will be held on Friday, the 4 th day of August, 2023 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 Seventh 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, 2023 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, 2023 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, 2023 and the Report of the Auditors thereon To 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, 2023 and the Report of the Auditors thereon, as circulated to the Members, be considered and adopted.” 3. Declaration of Dividend on Ordinary (Equity) Shares To consider and, if thought fit, to pass the following Resolution as an Ordinary Resolution: "RESOLVED that a Dividend of Rs. 16.25 (325%) per Ordinary (Equity) Share of the face value of Rs. 5 each for the year ended 31 st March, 2023 on 124,35,28,831 Ordinary (Equity) Shares of the Company aggregating Rs. 2,020.73 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, 2023." 4. Re-appointment of Mr. Vijay Kumar Sharma, as a Director liable to retire by rotation To 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. Anand G. Mahindra, as a Director liable to retire by rotation To consider and, if thought fit, to pass the following Resolution as an Ordinary Resolution: “RESOLVED that Mr. Anand G. Mahindra (DIN: 00004695), who retires by rotation and being eligible for re-appointment, be re-appointed as a Director of the Company.” SPECIAL BUSINESS 6. Payment of Remuneration to Mr. Anand G. Mahindra as Non-Executive Chairman of the Company for the Financial Year 2023-24 To consider and, if thought fit, to pass the following Resolution as a Special Resolution: “RESOLVED that pursuant to the provisions of Regulation 17(6)(ca) of the 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], approval of the Company be accorded for payment of remuneration to Mr. Anand G. Mahindra (DIN: 00004695) as the Non-Executive Chairman of the Company, for the Financial Year 2023-24, as approved by the Members at the Seventy-Fifth Annual General Meeting held on 6 th August, 2021, being an amount exceeding fifty percent of the total annual remuneration payable to all the Non‑Executive Directors of the Company for the Financial Year 2023-24. FURTHER 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. Ratification of Remuneration to Cost Auditors To 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, 2024, amounting to Rs. 9,00,000 (Rupees Nine Lakhs only) (plus Goods and Services Tax and reimbursement of out of pocket expenses) be ratified.