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

MAHINDRA & MAHINDRA LIMITED 3 Performance Pay, subject to receipt of the requisite approvals, if any. FURTHER RESOLVED that approval of the Company be accorded to the Board of Directors of the Company (including any Committee thereof) to revise the basic salary payable to the appointee within the above mentioned scale of salary and decide on the performance pay within 235% of the Annual Basic Salary as mentioned above and 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.” 10. Amendment to the Articles of Association of the Company To consider and if thought fit, to pass, the following Resolution as a Special Resolution: "RESOLVED that pursuant to the provisions of sections 5, 14 and other applicable provisions of the Companies Act, 2013 read with the relevant rules framed thereunder and Regulation 23(6) of the Securities and Exchange Board of India (Issue and Listing of Non- Convertible Securities) Regulations, 2021, [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 to amend the Articles of Association of the Company by substituting the existing Article 104 as follows: 'In the event of any default committed by the Company as mentioned in clause (e) of sub‑regulation (1) of Regulation 15 of the Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993, the debenture trustee shall have the right, to appoint one or more Director or Directors [Nominee Director(s)] on the Board of Directors of the Company, and to remove from office any Nominee Director so appointed and to appoint another in his/her place or in the place a Director so appointed who resigns or otherwise vacates his office, in accordance with the provisions of the Companies Act, 2013 or any other applicable law, regulatory or listing requirements and terms and conditions of such debenture documents. Any such appointment or removal shall be made in writing and shall be served at the registered office of the Company. The Nominee Director(s) shall neither be required to hold any qualification share nor be liable to retire by rotation. The Nominee Director(s) shall continue to hold office as long as the default in relation to the debt subsists. The Nominee Director(s) may also be appointed as a member of any Committee of the Board and shall not be liable for any act or omission of the Company. The Nominee Director shall be entitled to all the rights and privileges of other non-executive directors and the sitting fees, expenses as payable to other directors on the Board and any other fees, commission, monies or remuneration in any form payable to the non-executive directors, which shall be to the account of the Company.' 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.” 11. Approval for Material Related Party Transactions between the Company and its Subsidiaries/ Associate To consider and if thought fit, to pass, the following Resolution as an Ordinary Resolution: "RESOLVED that pursuant to the provisions of Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the applicable provisions of the Companies Act, 2013 read with Rules made thereunder and other applicable provisions, if any, [including any statutory modification(s) or amendment(s) thereto or re-enactment(s) thereof, for the time being in force], the Company’s Policy on Materiality of and Dealing with Related Party Transactions, and subject to such approval(s), consent(s), permission(s) as may be necessary from time to time and based on the approval/ recommendation of the Audit Committee and the Board of Directors of the Company, approval of the Members be accorded to the Company to enter into/ continue with the existing Material Related Party Transaction(s)/ Contract(s)/ Arrangement(s)/ Agreement(s) (whether by way of an individual transaction or transactions taken together or series of transactions or otherwise) falling within the definition of ‘Related Party Transaction’ under Regulation 2(1)(zc) of the Listing Regulations read with the definition of ‘Related Party’ under Regulation 2(1)(zb) of the Listing Regulations in the course of: i) Sale and purchase of any goods and material; ii) Availing / rendering of any services; iii) Sharing or usage of each other’s resources and reimbursement of expenses, licensing of technology and intellectual property rights, receipt of royalty / brand usage; iv) Purchase / sale / transfer / exchange / lease of business assets including property, plant and equipment, Intangible assets, transfer of technology to meet the business objectives and requirements; v) Providing fund based and non-fund based support including equity / debt / Inter-corporate deposits (ICD), convertible / non-convertible instruments / Guarantee/ security etc., in connection with loans provided and Interest, commission and other related income / expenses; vi) Any corporate action including receipt of dividends, tendering securities as a part of buyback offer, receipt of bonus securities, subscribing to rights issue etc., by the Company that are uniformly offered / applicable to all shareholders in proportion to their shareholding;