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Notice MAHINDRA & MAHINDRA LIMITED THE SEVENTIETH ANNUAL GENERAL MEETING OF MAHINDRA 6. To consider and, if thought fit, to pass the following as a & MAHINDRA LIMITED will be held on Wednesday, the Special Resolution: th 10 day of August, 2016 at 3.00 p.m. at Birla Matushri “RESOLVED that pursuant to the provisions of sections 42 Sabhagar, 19, Sir Vithaldas Thackersey Marg (New Marine Lines), and 71 of the Companies Act, 2013 (the Act) read with the Mumbai - 400 020 to transact the following businesses: Companies (Prospectus and Allotment of Securities) Rules, 2014 and all other applicable provisions of the Act and the ORDINARY BUSINESS Rules framed thereunder, as may be applicable, and other 1. To receive, consider and adopt the Audited Financial applicable Guidelines and Regulations issued by the Securities Statement (including Audited Consolidated Financial and Exchange Board of India (SEBI) or any other law for the Statement) of the Company for the Financial Year ended time being in force (including any statutory modification(s) 31st March, 2016 and the Reports of the Board of Directors or amendment(s) thereto or re-enactment(s) thereof for and Auditors thereon. the time being in force) and in terms of the Articles of Association of the Company, approval of the Members of the 2. To declare a dividend on Ordinary (Equity) Shares. Company be accorded to authorise the Board of Directors of the Company (hereinafter referred to as “the Board” which 3. To appoint a Director in place of Mr. S. B. Mainak term shall be deemed to include any Committee thereof) (DIN:02531129), who retires by rotation and, being eligible, to borrow from time to time, by way of securities including offers himself for re-appointment. but not limited to secured/unsecured redeemable Non- Convertible Debentures (NCDs) and/or Commercial Paper 4. To consider and, if thought fit, to pass the following as an (CP) to be issued under Private Placement basis, in Domestic Ordinary Resolution: and/or International market, in one or more series/tranches “RESOLVED that pursuant to section 139 and other aggregating upto an amount not exceeding Rs. 5,000 crores applicable provisions, if any, of the Companies Act, 2013 (Rupees Five Thousand Crores only), issuable/redeemable at and the Rules framed thereunder and pursuant to the discount/par/premium, under one or more shelf disclosure recommendation of the Audit Committee and the Board documents, during the period of 1 (one) year from the date of Directors and pursuant to the approval of the Members of this Annual General Meeting, on such terms and conditions at the Sixty-Eighth Annual General Meeting, the Company as the Board may, from time to time, determine and consider hereby ratifies the appointment of Messrs Deloitte Haskins proper and most beneficial to the Company including as to & Sells, Chartered Accountants (ICAI Firm Registration when the said NCDs and/or CP be issued, the consideration Number 117364W) as Auditors of the Company to hold for the issue, utilisation of the issue proceeds and all matters office until the conclusion of the Seventy-First Annual connected with or incidental thereto; provided that the General Meeting of the Company to be held in the year said borrowing shall be within the overall borrowing limits 2017, at a remuneration to be determined by the Board of the Company. of Directors of the Company in addition to out of pocket expenses as may be incurred by them during the course of FURTHER RESOLVED that approval of the Company be the Audit.” 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 SPECIAL BUSINESS may be required in this connection including seeking all necessary approvals to give effect to this Resolution and to 5. To consider and, if thought fit, to pass the following as an settle any questions, difficulties or doubts that may arise in Ordinary Resolution: this regard.” “RESOLVED that pursuant to the provisions of section 148 and other applicable provisions, if any, of the Companies 7. To consider and, if thought fit, to pass the following as a Act, 2013 and the Companies (Audit and Auditors) Special Resolution: Rules, 2014 (including any statutory modification(s) or “RESOLVED that in supersession of the Resolution passed by amendment(s) thereto or re-enactment(s) thereof, for the the Shareholders at the 63rd Annual General Meeting of the time being in force) and pursuant to the recommendation Company held on 30th July, 2009, and pursuant to provisions of the Audit Committee, the remuneration payable to of section 94 of the Companies Act, 2013 (the Act) and the Messrs D. C. Dave & Co., Cost Accountants having Firm Rules made thereunder, and the Registrar of Companies Registration Number 000611, appointed by the Board of having been given in advance a copy of this proposed Special Directors of the Company as Cost Auditors to conduct Resolution, the consent of the Members be accorded to the the audit of the cost records of the Company for the Board of Directors of the Company for keeping the Register st Financial Year ending 31 March, 2017, amounting to of Members together with the Index of Members, Register Rs. 7,50,000 (Rupees Seven Lakhs Fifty Thousand only) of Debenture Holders and other security holders, if any, (excluding all taxes and reimbursement of out of pocket together with the Index of Debenture Holders and other expenses) be ratified and confirmed. security holders, if any, under section 88 of the Act, and FURTHER RESOLVED that approval of the Company be copies of the Annual Returns under section 92 of the Act at accorded to the Board of Directors of the Company the office premises of the Company’s new Registrar & Share (including any Committee thereof) to do all such acts, Transfer Agents viz. Karvy Computershare Private Limited deeds, matters and things and to take all such steps as (R&T Agents) at 24 B, Rajabahadur Mansion, Ground Floor, may be required in this connection including seeking all Ambalal Doshi Marg, Mumbai, Maharashtra 400023 and/or necessary approvals to give effect to this Resolution and to at such places within Mumbai where the R&T Agents may settle any questions, difficulties or doubts that may arise in have their office from time to time and/or at the Registered this regard.” Office of the Company at Gateway Building, Apollo Bunder, 1 MAHINDRA & MAHINDRA LIMITED Mumbai – 400 001 and/or at the Company’s Corporate to be transferred to the Investor Education and Protection Office at Mahindra Towers, Dr. G. M. Bhosale Marg, P. K. Fund (IEPF) administered by the Central Government. An Kurne Chowk, Worli, Mumbai – 400 018. amount of Rs. 86,39,413 being unclaimed/unpaid dividend st FURTHER RESOLVED that approval of the Company be of the Company for the financial year ended 31 March, accorded to the Board of Directors of the Company 2008 was transferred in September, 2015 to IEPF. (including any Committee thereof) to do all such acts, Last date of transferring unclaimed and unpaid dividends deeds, matters and things and to take all such steps as declared by the Company for the financial year 2008-09 and may be required in this connection including seeking all thereafter to IEPF is as under: necessary approvals to give effect to this Resolution and to settle any questions, difficulties or doubts that may arise in Financial Year Date of Last date for claiming this regard.” ended declaration of unpaid/unclaimed dividend dividend Notes: 31st March, 2009 30th July, 2009 30th August, 2016 A. The Explanatory Statement as required under section 102 31st March, 2010 28th July, 2010 26th August, 2017 of the Companies Act, 2013 is annexed hereto. Further, st th th additional information with respect to Item Nos. 3 and 4 is 31 March, 2011 8 August, 2011 6 September, 2018 also annexed hereto. 31st March, 2012 8th August, 2012 6th September, 2019 B. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE 31st March, 2013 13th August, 2013 11th September, 2020 MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND 31st March, 2014 8th August, 2014 7th September, 2021 AND VOTE INSTEAD OF HIMSELF AND A PROXY NEED NOT 31st March, 2015 7th August, 2015 8th September, 2022 BE A MEMBER. C. The instrument appointing a proxy must be deposited with Members who have not encashed the dividend warrants so the Company at its Registered Office not less than 48 hours far in respect of the aforesaid periods, are requested to make before the time for holding the Meeting. their claim to Karvy well in advance of the above due dates. It may be noted that once the amounts in the unpaid dividend D. A person can act as a proxy on behalf of Members not accounts are transferred to IEPF, no claim shall lie against the exceeding fifty and holding in the aggregate not more IEPF or the Company in respect thereof and the Members than ten percent of the total share capital of the Company would lose their right to claim such dividend. Pursuant to carrying voting rights. A Member holding more than ten the provisions of Investor Education and Protection Fund percent of the total share capital of the Company carrying (Uploading of information regarding unpaid and unclaimed voting rights may appoint a single person as proxy and amounts lying with companies) Rules, 2012, the Company such person shall not act as a proxy for any other Member. has uploaded the details of unpaid and unclaimed amounts Proxies submitted on behalf of limited companies, societies, lying with the Company as on 7th August, 2015 (date of last etc., must be supported by an appropriate resolution/ Annual General Meeting) on the website of the Company authority as applicable.