MAHINDRA & MAHINDRA LIMITED 1 Notice THE SEVENTY EIGHTH ANNUAL GENERAL MEETING OF MAHINDRA & MAHINDRA LIMITED will be held on Wednesday, the 31st day of July, 2024 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 Eighth 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 31st March, 2024 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 31st March, 2024 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 31st March, 2024 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 31st March, 2024 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. 21.10 (422%) per Ordinary (Equity) Share of the face value of Rs. 5 each for the year ended 31st March, 2024 on 124,35,28,831 Ordinary (Equity) Shares of the Company aggregating Rs. 2,623.85 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 31st March, 2024." 4. Re-appointment of Dr. Anish Shah, 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 Dr. Anish Shah (DIN: 02719429), who retires by rotation and being eligible for re-appointment, be re-appointed as a Director of the Company.” SPECIAL BUSINESS 5. 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 reenactment(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 31st March, 2025, amounting to Rs. 9,50,000 (Rupees Nine Lakhs Fifty Thousand only) (plus Goods and Services Tax and reimbursement of out of pocket expenses) be ratified. 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.” 6. Revision in the terms of Remuneration of Mr. Anand G. Mahindra, Non-Executive Chairman of the Company To consider and, if thought fit, to pass the following Resolution as a Special Resolution: “RESOLVED that in partial modification of the Resolution No. 10 passed by the Members at the Seventy Fifth Annual General Meeting held on 6th August, 2021 (“75th AGM”) and pursuant to the provisions of sections 197 and 198 read with Schedule V and all other applicable provisions of the Companies Act, 2013 (“the Act”), the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Regulation 17(6)(ca) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) [including any statutory modification(s) or amendment(s) thereto or re-enactment(s) thereof for the time being in force], and such other approvals, permissions and sanctions, as may be required and subject to such conditions and modifications, as may be prescribed or imposed by any of the authorities while granting such approvals, permissions and sanctions, approval of the Company be accorded to the revision in the Total Remuneration of Mr. Anand G. Mahindra (DIN: 00004695), Non-Executive Chairman of the Company for a period from 1st April 2024 upto 11th November, 2026, being the remainder period for which his remuneration was earlier approved by Members at the 75th AGM, as under: Total Remuneration of Rs. 5,50,00,000 per annum split as under: (a) Remuneration of Rs. 2,75,00,000 per annum by way of monthly payment and (b) Commission of Rs. 2,75,00,000 per annum. FURTHER RESOLVED that except for the revision in the Total Remuneration as above, all other terms and conditions of remuneration, as approved earlier by the Members at the 75th AGM, and which are not dealt with in this Resolution, shall remain unchanged and continue to be effective. Provided that the above remuneration be paid to Mr. Anand G. Mahindra even if it exceeds one percent of the net profits of the Company in accordance with sections 197 and 198 of the Act, including any statutory modification(s) or re-enactment(s) thereof. Provided further that the above remuneration be paid to Mr. Anand G. Mahindra notwithstanding the limits approved by the Members of the Company for payment of remuneration to Non-Executive Directors of the Company from time to time.
RkJQdWJsaXNoZXIy NTE5NzY=