MAHINDRA & MAHINDRA LIMITED Notice THE SIXTY-SIXTH ANNUAL GENERAL MEETING OF MAHINDRA & MAHINDRA 10. To consider and, if thought fit, to pass, with or without LIMITED will be held at Birla Matushri Sabhagar, 19, Sir Vithaldas Thackersey modification(s), the following as a Special Resolution: Marg (New Marine Lines), Mumbai - 400 020 on Wednesday, the 8th day of August, 2012 at 3.30 p.m. to transact the following businesses: “RESOLVED that pursuant to the provisions of sections 198, 269, 309, 310, 311 and all other applicable provisions of the Companies 1. To receive and adopt the audited Balance Sheet as at 31st March, 2012 Act, 1956 (“the Act”) (including any statutory modification or and the Statement of Profit and Loss for the year ended on that date re-enactment thereof for the time being in force) read with Schedule and the Reports of the Directors and the Auditors thereon. XIII of the Act and subject to the approval of the Central Government, 2. To declare a dividend on Ordinary (Equity) Shares. if necessary, and such other approvals, permissions and sanctions, as 3. To appoint a Director in place of Mr. Deepak S. Parekh who retires by may be required and subject to such conditions and modifications, rotation and, being eligible, offers himself for re-election. as may be prescribed or imposed by any of the authorities while granting such approvals, permissions and sanctions, approval of 4. To appoint a Director in place of Mr. A. K. Nanda who retires by the Company be accorded to the re-appointment of Mr. Anand G. rotation and, being eligible, offers himself for re-election. Mahindra as the Managing Director of the Company designated as 5. To appoint a Director in place of Mr. Narayanan Vaghul who retires by Vice-Chairman & Managing Director for a period of 5 years with effect rotation and, being eligible, offers himself for re-election. from 4th April, 2012 to 3rd April, 2017 on a salary of Rs. 8,29,200 per 6. To appoint a Director in place of Mr. R. K. Kulkarni who retires by month in the scale of Rs. 8,00,000 to Rs. 25,00,000 per month. rotation and, being eligible, offers himself for re-election. FURTHER RESOLVED that the approval of the Company be accorded 7. To consider and, if thought fit, to pass, with or without to the Board of Directors of the Company (hereinafter referred to as modification(s), the following as an Ordinary Resolution: the ‘Board’ which term shall be deemed to include any duly authorised “RESOLVED that pursuant to section 224 of the Companies Act, Committee thereof, for the time being exercising the powers 1956, Messrs Deloitte Haskins & Sells, Chartered Accountants conferred on the Board by this Resolution) to revise the basic salary (ICAI Registration Number 117364W), the retiring Auditors of the payable to Mr. Anand G. Mahindra, designated as Vice-Chairman & Company, be re-appointed as Auditors of the Company to hold Managing Director (hereinafter referred to as “the appointee”) within office from the conclusion of this Annual General Meeting, until the the abovementioned scale of salary. conclusion of the next Annual General Meeting of the Company at a remuneration to be determined by the Board of Directors of the FURTHER RESOLVED that the perquisites (including allowances) Company in addition to out of pocket expenses as may be incurred payable or allowable and commission to the appointee be as follows: by them during the course of the Audit.” Perquisites: SPECIAL BUSINESS 1. In addition to the salary, the appointee shall also be entitled to 8. To consider and, if thought fit, to pass, with or without perquisites which would include accommodation (furnished modification(s), the following as an Ordinary Resolution: or otherwise) or house rent allowance in lieu thereof, gas, “RESOLVED that Dr. Vishakha N. Desai, who was appointed by the electricity, water, furnishings, medical reimbursement and Board of Directors as an Additional Director of the Company with leave travel concession for self and family, club fees, use of effect from 30th May, 2012 and who holds office upto the date of Company cars, medical and personal accident insurance and this Annual General Meeting of the Company in terms of section other benefits, amenities and facilities including those under 260 of the Companies Act, 1956 (“the Act”) and in respect of whom the Company’s Special Post Retirement Benefits Scheme in the Company has received a Notice in writing from a Member under accordance with the Rules of the Company. section 257 of the Act proposing her candidature for the office of Director of the Company, be appointed a Director of the Company, The value of the perquisites would be evaluated as per Income- liable to retire by rotation.” tax Rules, 1962 wherever applicable and at cost in the absence of any such Rule. 9. To consider and, if thought fit, to pass, with or without modification(s), the following as an Ordinary Resolution: 2. Contribution to Provident Fund, Superannuation Fund, Annuity Fund and Gratuity would not be included in the computation of “RESOLVED that Mr. Vikram Singh Mehta, who was appointed by ceiling on remuneration to the extent these either singly or put the Board of Directors as an Additional Director of the Company together are not taxable under the Income-tax Act, 1961. with effect from 30th May, 2012 and who holds office upto the date of this Annual General Meeting of the Company in terms of section 3. Encashment of earned leave at the end of the tenure as per 260 of the Companies Act, 1956 (“the Act”) and in respect of whom Rules of the Company shall not be included in the computation the Company has received a Notice in writing from a Member under of ceiling on remuneration. section 257 of the Act proposing his candidature for the office of Director of the Company, be appointed a Director of the Company, 4. Provision of car for use on Company’s business, telephone liable to retire by rotation.” and other communication facilities at residence would not be considered as perquisites. 1 Commission: or otherwise) or house rent allowance in lieu thereof, gas, electricity, water, furnishings, medical reimbursement and In addition to the salary and perquisites, the appointee would be leave travel concession for self and family, club fees, use of entitled to such commission based on the net profits of the Company Company cars, medical and personal accident insurance and in any financial year not exceeding one per cent of such profits as the other benefits, amenities and facilities including those under Governance, Remuneration and Nomination Committee shall decide, the Company’s Special Post Retirement Benefits Scheme in having regard to the performance of the Company. accordance with the Rules of the Company. Provided that the remuneration payable to the appointee (including The value of the perquisites would be evaluated as per Income- the salary, commission, perquisites, benefits and amenities) does tax Rules, 1962 wherever applicable and at cost in the absence not exceed the limits laid down in sections 198 and 309 of the Act, of any such Rule. including any statutory modifications or re-enactment thereof. 2. Contribution to Provident Fund, Superannuation Fund, Annuity FURTHER RESOLVED that where in any financial year during the Fund and Gratuity would not be included in the computation of currency of the tenure of the appointee, the Company has no profits ceiling on remuneration to the extent these either singly or put or its profits are inadequate, the Company may pay to the appointee, together are not taxable under the Income-tax Act, 1961. the above remuneration as the minimum remuneration for a period 3. Encashment of earned leave at the end of the tenure as per not exceeding 3 years from the date of appointment by way of salary, Rules of the Company shall not be included in the computation perquisites and other allowances and benefits as specified above of ceiling on remuneration. subject to receipt of the requisite approvals, if any. 4. Provision of car for use on Company’s business, telephone FURTHER RESOLVED that for the purpose of giving effect to this and other communication facilities at residence would not be Resolution, the Board be authorised to do all such acts, deeds, matters considered as perquisites. and things as it may, in its absolute discretion, deem necessary, proper or desirable and to settle any questions, difficulties or doubts Commission: that may arise in this regard and further to execute all necessary In addition to the salary and perquisites, the appointee would be documents, applications, returns and writings as may be necessary, entitled to such commission based on the net profits of the Company proper, desirable or expedient.” in any financial year not exceeding one per cent of such profits as the 11. To consider and, if thought fit, to pass, with or without Governance, Remuneration and Nomination Committee shall decide, modification(s), the following as a Special Resolution: having regard to the performance of the Company. “RESOLVED that pursuant to the provisions of sections 198, 269, Provided that the remuneration payable to the appointee (including 309, 310, 311 and all other applicable provisions of the Companies the salary, commission, perquisites, benefits and amenities) does Act, 1956 (“the Act”) (including any statutory modification or re- not exceed the limits laid down in sections 198 and 309 of the Act, enactment thereof for the time being in force) read with Schedule including any statutory modifications or re-enactment thereof. XIII of the Act and subject to the approval of the Central Government, if necessary, and such other approvals, permissions and sanctions, as FURTHER RESOLVED that where in any financial year during the may be required and subject to such conditions and modifications, currency of the tenure of the appointee, the Company has no profits as may be prescribed or imposed by any of the authorities while or its profits are inadequate, the Company may pay to the appointee, granting such approvals, permissions and sanctions, approval of the the above remuneration as the minimum remuneration during the Company be accorded to the re-appointment of Mr.