Notice MAHINDRA & MAHINDRA LIMITED THE SIXTY-SEVENTH ANNUAL GENERAL MEETING OF MAHINDRA C. The Company’s Registrar and Transfer Agents for its Share & MAHINDRA LIMITED will be held at Birla Matushri Sabhagar, Registry Work (Physical and Electronic) are Sharepro Services 19, Sir Vithaldas Thackersey Marg (New Marine Lines), (India) Private Limited having their Registered Office at Mumbai-400 020 on Tuesday, the 13th day of August 2013 at 13AB, Samhita Warehousing Complex, 2nd Floor, Sakinaka 3.30 p.m. to transact the following businesses: Telephone Exchange Lane, Off Andheri Kurla Road, Sakinaka, Andheri (East), Mumbai - 400 072. 1. To receive and adopt the audited Balance Sheet as at 31st March 2013 and the Statement of Profit and Loss for the D. The Register of Members and Transfer Books of the Company year ended on that date and the Reports of the Directors will be closed from 20th July 2013 to 13th August 2013 and the Auditors thereon. (both days inclusive). 2. To declare a dividend on Ordinary (Equity) Shares. E. The dividend, if declared at the Annual General Meeting, th 3. To appoint a Director in place of Mr. Anand G. Mahindra, would be paid/despatched on and after 14 August 2013 to who retires by rotation and, being eligible, offers himself for those persons or their mandates: re-election. (a) whose names appear as Beneficial Owners as at the th 4. To appoint a Director in place of Mr. Nadir B. Godrej, who end of the business hours on 19 July 2013 in the retires by rotation and, being eligible, offers himself for list of Beneficial Owners to be furnished by National re-election. Securities Depository Limited and Central Depository Services (India) Limited in respect of the shares held in 5. To appoint a Director in place of Mr. Anupam Puri who electronic mode; and retires by rotation and, being eligible, offers himself for re-election. (b) whose names appear as Members in the Register of Members of the Company after giving effect 6. To consider and, if thought fit, to pass, with or to valid share transfers in physical form lodged with the without modification(s), the following as an Ordinary Company/its Registrar and Transfer Agents on or before Resolution: 19th July 2013. “RESOLVED that Dr. A. S. Ganguly, a Director liable to retire F. Under the Companies Act, 1956 dividends that are unclaimed by rotation, who does not seek re-appointment, be not for a period of seven years are required to be transferred re-appointed a Director of the Company. to the Investors Education and Protection Fund (IEPF) administered by the Central Government. An amount of FURTHER RESOLVED that the vacancy, so created on the Rs. 50,19,755 being unclaimed dividend of the Company for Board of Directors of the Company, be not filled.” the Financial Year ended 31st March 2005 was transferred 7. To consider and, if thought fit, to pass, with or in September 2012 to IEPF and no claim lies against the without modification(s), the following as an Ordinary Company in respect thereof. Resolution: Due dates of transferring unclaimed and unpaid dividends “RESOLVED that pursuant to section 224 of the Companies declared by the Company for the Financial Year 2005-06 and Act, 1956, Messrs Deloitte Haskins & Sells, Chartered thereafter to IEPF: Accountants (ICAI Registration Number 117364W), the retiring Auditors of the Company, be re-appointed as Auditors of the Financial Year Date of declaration Last date for Company to hold office from the conclusion of this Annual ended of dividend claiming unpaid/ General Meeting, until the conclusion of the next Annual unclaimed dividend General Meeting of the Company at a remuneration to be 31st March 2006 26th July 2006 24th August 2013 determined by the Board of Directors of the Company in addition to out of pocket expenses as may be Incurred by 31st March 2007 – 21st March 2007 19th April 2014 them during the course of the Audit.” (Interim Dividend) 31st March 2007 30th July 2007 30th August 2014 Notes: st th th A. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE 31 March 2008 30 July 2008 28 August 2015 MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND 31st March 2009 30th July 2009 30th August 2016 AND VOTE INSTEAD OF HIMSELF AND A PROXY NEED NOT BE A MEMBER. 31st March 2010 28th July 2010 26th August 2017 B. The instrument appointing a proxy must be deposited with 31st March 2011 8th August 2011 6th September 2018 the Company at its Registered Office not less than 48 hours st th th before the time for holding the Meeting. 31 March 2012 8 August 2012 6 September 2019 1 PDF processed with CutePDF evaluation edition www.CutePDF.com Members who have not encashed the dividend warrants available in the records of the Company informing them so far in respect of the aforesaid periods, are requested to about the Company’s proposal to send the documents make their claim to Sharepro Services (India) Private Limited like Notice calling the Annual General Meeting and well in advance of the above due dates. It may be noted Annual Report containing Balance Sheet, Statement of that once the amounts in the unpaid dividend accounts are Profit & Loss and Directors’ Report, etc. for the year ended transferred to IEPF, no claim shall lie against the IEPF or the 31st March 2013 and other communication, in electronic form. Company in respect thereof and the Members would lose These Members were also given an option to receive their right to claim such dividend. the documents in physical form. Accordingly, the Annual G. Members can avail of the facility of nomination in respect Report for the year 2012-13, Notice for the Annual General of shares held by them in physical form pursuant to the Meeting, etc. would be sent in electronic mode to such of provisions of section 109A of the Companies Act, 1956. the Members of the Company who do not opt to receive the Members desiring to avail of this facility may send their same in physical form. nomination in the prescribed Form No. 2B duly filled in Members are requested to support this Green Initiative to Sharepro Services (India) Private Limited at the above by registering/updating their e-mail addresses, with mentioned address. Members holding shares in electronic the Depository Participant (in case of Shares held in mode may contact their respective Depository Participants dematerialised form) or with Sharepro Services (India) for availing this facility. Private Limited (in case of Shares held in physical form). H. The Securities and Exchange Board of India has made it K. Members are requested to: mandatory for all companies to use the bank account details furnished by the Depositories and the bank account details (a) intimate to the Company’s Registrar and Transfer maintained by the Registrar and Transfer Agents for payment Agents, Sharepro Services (India) Private Limited at of dividend through Electronic Mode to investors wherever the above mentioned address, changes, if any, in their bank details are available. In the absence of Electronic registered addresses at an early date, in case of Shares Clearing Services (ECS) facilities, the Company will print the held in physical form; bank account details, if available, on the payment instrument (b) intimate to the respective Depository Participant, for distribution of dividend. The Company will not entertain changes, if any, in their registered addresses at an early any direct request from Members holding shares in electronic date, in case of Shares held in dematerialised form; mode for deletion of/change in such bank details. Further, (c) quote their folio numbers/Client ID/DP ID in all instructions if any, already given by them in respect of correspondence; and shares held in physical form will not be automatically (d) consolidate their holdings into one folio in case they applicable to shares held in the electronic mode. Members hold Shares under multiple folios in the identical order who wish to change such bank account details are therefore of names. requested to advise their Depository Participants about such change, with complete details of bank account. L. Re-appointment of Directors Mr. Anand G. Mahindra holds 6,75,004 Ordinary (Equity) I. The Company has extended the facility of electronic credit Shares, Mr. Nadir B. Godrej holds 3,25,591 Ordinary (Equity) of dividend directly to the respective bank accounts of the Shares and Mr. Anupam Puri does not hold any Ordinary Member(s) through the Electronic Clearing Service (ECS)/ (Equity) Shares of Rs. 5 each in the Company. National Electronic Clearing Service (NECS). The ECS facility is available at Ahmedabad, Bengaluru, Bhubaneshwar, None of the Directors of the Company are inter-se related to Chandigarh, Chennai, New Delhi, Guwahati, Hyderabad, each other. Jaipur, Kanpur, Kolkata, Mumbai, Nagpur, Patna, Pune In respect of the information to be provided under and Thiruvananthapuram. Members wishing to avail of Clause 49 of the Listing Agreement pertaining to the this facility are requested to intimate the Company’s Directors being re- appointed, Members are requested to Registrar and Transfer Agents/Depository Participants in the kindly refer the Chapter on Corporate Governance in the prescribed form and with the prescribed details. Members Annual Report. located in places where ECS/NECS facility is not available may submit their bank details. This will enable the Company to By Order of the Board incorporate this information on the dividend warrants and thus prevent fraudulent encashment. NARAYAN SHANKAR J. The Ministry of Corporate Affairs, Government of India, Company Secretary has taken a “Green Initiative in Corporate Governance” Registered Office: by allowing paperless compliances by the companies and Gateway Building, has issued Circulars allowing companies to send official Apollo Bunder, documents to their Shareholders electronically.