C M Y K MAHINDRA & MAHINDRA LIMITED Notice THE SIXTY-FOURTH ANNUAL GENERAL MEETING OF MAHINDRA & MAHINDRA granting such approvals, consents, permissions and sanctions which may LIMITED will be held at Birla Matushri Sabhagar, 19, Sir Vithaldas Thackersey be agreed to by the Board of Directors of the Company (hereinafter Marg (New Marine Lines), Mumbai - 400 020 on Wednesday, the 28th day of referred to as “the Board” which term shall be deemed to include the July, 2010 at 3.00 p.m. to transact the following business: Remuneration/Compensation Committee), consent of the Company be accorded to the Board to introduce and implement the “Mahindra & 1. To receive and adopt the audited Balance Sheet as at 31st March, 2010 Mahindra Limited Employees Stock Option Scheme - 2010” (hereinafter and the Profit and Loss Account for the year ended on that date and the referred to as “the Scheme”) the salient features of which are detailed in Reports of the Directors and the Auditors thereon. the Explanatory Statement to this Notice and to create, offer, issue and allot at any time to or for the benefit of such person(s) who are in the 2. To declare a dividend on Ordinary (Equity) Shares. permanent employment of the Company whether working in India or out of India and Directors of the Company whether Whole-time Directors 3. To appoint a Director in place of Mr. Keshub Mahindra who retires by or not (hereinafter referred to as “Employee” or “Employees”), under the rotation and, being eligible, offers himself for re-election. Scheme, such number of equity shares and/or equity linked instruments [including Options/Warrants/Restricted Stock Units (“Options”)], equity 4. To appoint a Director in place of Mr. Anupam Puri who retires by rotation shares issued through American Depository Receipts (“ADRs”) and/or Global and, being eligible, offers himself for re-election. Depository Receipts (“GDRs”) and/or any other instruments or Securities of the Company which could give rise to the issue of equity shares 5. To appoint a Director in place of Dr. A. S. Ganguly who retires by (hereinafter referred to as “the Securities”) not exceeding 3% of the rotation and, being eligible, offers himself for re-election. issued Equity Share Capital of the Company as on 31st March, 2010 i.e. not exceeding 1,73,53,034 equity shares of Rs.5 each (or such other 6. To appoint a Director in place of Mr. R. K. Kulkarni who retires by adjusted figure for any bonus, stock splits or consolidations or other re- rotation and, being eligible, offers himself for re-election. organisation of the capital structure of the Company as may be applicable from time to time), in one or more tranches, at such price and on such 7. To consider and, if thought fit, to pass, with or without modification(s), terms and conditions as may be fixed or determined by the Board in the following as an Ordinary Resolution: accordance with the Scheme, the Guidelines and other provisions of the law as may be prevailing at that time. “RESOLVED that pursuant to section 224 of the Companies Act, 1956, Messrs. Deloitte Haskins & Sells, Chartered Accountants (ICAI Registration FURTHER RESOLVED that the Securities may be allotted directly to such Number 117364W), the retiring Auditors of the Company, be re-appointed Employees or in accordance with the Scheme through any appropriate as Auditors of the Company to hold office from the conclusion of this mechanism including Mahindra & Mahindra Employees’ Stock Option Annual General Meeting, until the conclusion of the next Annual General Trust (“the Trust”) or any other entity which may be set up for that Meeting of the Company at a remuneration to be determined by the purpose and that the Scheme may also contain provisions for providing Board of Directors of the Company in addition to out of pocket expenses financial assistance to the Employees/the Trust/entity to acquire, purchase as may be incurred by them during the course of the Audit.” or subscribe to the Securities. SPECIAL BUSINESS FURTHER RESOLVED that the new equity shares to be issued and allotted in the manner aforesaid shall rank pari passu in all respects with the then 8. To consider and, if thought fit, to pass, with or without modification(s), existing equity shares of the Company. the following as an Ordinary Resolution: FURTHER RESOLVED that for the purpose of creating, offering, issuing, “RESOLVED that in accordance with the provisions of section 257 and all allotting and listing of the Securities and/or for the purpose of complying other applicable provisions, if any, of the Companies Act, 1956, Mr. A. K. with any Guidelines or Regulations that may be issued from time to time Nanda who was appointed as an Additional Director and who ceases to by any appropriate authority, the Board be authorised on behalf of the hold office as per the provisions of section 260 of the Companies Act, Company to make any modifications, changes, variations, alterations or 1956 at the ensuing Annual General Meeting and in respect of whom revisions in the Scheme from time to time or to suspend, withdraw or the Company has received a Notice in writing proposing his candidature revive the Scheme from time to time, provided such variation, for the office of Director, be appointed a Director of the Company, liable modifications, alterations or revisions are not detrimental to the interests to retire by rotation.” of the Employees. FURTHER RESOLVED that for the purpose of giving effect to this Resolution, 9. To consider and, if thought fit, to pass, with or without modification(s), the Board be authorised to determine terms and conditions of issue of the following as a Special Resolution: the Securities and do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary for such purpose and with “RESOLVED that the Directors who are neither in the whole-time power on behalf of the Company to settle any questions, difficulties or employment of the Company nor the Managing Director, Executive doubts that may arise in this regard without requiring to secure any Director(s) and such of the remainder as may not desire to participate, further consent or approval of the Shareholders of the Company.” shall, for a period of five years with effect from 1st November, 2010, be paid remuneration by way of commission up to one per cent of the net 11. To consider and, if thought fit, to pass, with or without modification(s), profits of the Company, computed in the manner referred to in sections the following as a Special Resolution: 198, 309 and all other applicable provisions of the Companies Act, 1956, such commission to be distributed amongst and paid to the “RESOLVED that in accordance with the provisions of the Articles of aforesaid Directors concerned in such proportions as they may from time Association of the Company, sections 79A, 81 and all other applicable to time decide between themselves; PROVIDED that none of such Directors provisions, if any, of the Companies Act, 1956 (“the Act”) including any shall in any financial year of the Company receive a portion of such statutory modification(s) or re-enactment of the Act, for the time being commission equal to more than one quarter per cent of the net profits of in force and the provisions of the Securities & Exchange Board of India the Company.” (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 including any modifications thereof or supplements 10. To consider and, if thought fit, to pass, with or without modification(s), thereto (“the Guidelines”) and subject to such approvals, consents, the following as a Special Resolution: permissions and sanctions as may be necessary and subject to such conditions and modifications as may be prescribed or imposed while “RESOLVED that in accordance with the provisions of the Articles of granting such approvals, consents, permissions and sanctions which may Association of the Company, sections 79A, 81 and all other applicable be agreed to by the Board of Directors of the Company (hereinafter provisions, if any, of the Companies Act, 1956 (“the Act”) including any referred to as “the Board” which term shall be deemed to include the statutory modification(s) or re-enactment of the Act for the time being in Remuneration/Compensation Committee), consent of the Company be force and the provisions of the Securities & Exchange Board of India accorded to the Board to extend the benefits of Mahindra & Mahindra (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Limited Employees Stock Option Scheme – 2010 (“the Scheme”) proposed Guidelines, 1999 including any modifications thereof or supplements in Resolution No.10 in this Notice to the Employees whether working in thereto (“the Guidelines”) and subject to such approvals, consents, India or out of India and Directors whether Whole-time Directors or not, permissions and sanctions as may be necessary and subject to such of subsidiary company(ies), on such terms and conditions as may be conditions and modifications as may be prescribed or imposed while decided by the Board. 1 C M Y K FURTHER RESOLVED that for the purpose of creating, offering, issuing, Members who have not encashed the dividend warrants so far in respect allotting and listing of the Securities, the Board be authorised on behalf of the aforesaid periods, are requested to make their claim to Sharepro of the Company to make any modifications, changes, variations, alterations Services (India) Private Limited well in advance of the above due dates. It or revisions in the Scheme from time to time or to suspend, withdraw or may be noted that once the amounts in the unpaid dividend accounts revive the Scheme from time to time, provided such variation, are transferred to IEPF, no claim shall lie against the IEPF or the Company modifications, alterations or revisions are not detrimental to the interests in respect thereof and the Members would lose their right to claim such of the Employees/Directors.