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ORDINARY BUSINESS
1.
3.
4.
SPECIAL BUSINESS
5.
7.
9.
A.
B.
C.
D.
E.
F.
G.
H.
K.
L.
Date of
declaration of
dividend
30 th July, 2008
28 th August, 2015
30 th July, 2009
30 th August, 2016
28 th July, 2010
8 th August, 2011
8 th August, 2012
8 th August, 2014
J.
(c)
N.
O.
P.
Q.
II.
B.
(i)
III.
IV.
V.
Instructions:
A.
ITEM NO. 3:
Mr. Anand G. Mahindra, the Chairman & Managing Director of
the Company is liable to retire by rotation and being eligible, has
offered himself for re-appointment.
Mr. Anand Mahindra has completed 60 years of age. He has
graduated with Honours (Magna cum laude) from Harvard College,
Cambridge, Massachusetts, in 1977. In 1981 he secured an MBA
degree from the Harvard Business School, Boston, Massachusetts.
He returned to India that year and joined Mahindra Ugine Steel
Company Limited (MUSCO), the countrys foremost producer of
specialty steels, as Executive Assistant to the Finance Director. In
1989 he was appointed President and Deputy Managing Director
of MUSCO. During his stint at MUSCO, he initiated the Mahindra
Groups diversication into the new business areas of real estate
development and hospitality management.
On 23rd November, 1989, he was inducted on the Board of
Mahindra & Mahindra Limited, the countrys dominant producer
of off-road vehicles and agricultural tractors. In the summer of
1991, he was appointed Deputy Managing Director thereof. He
initiated a comprehensive change programme in Mahindra &
Mahindra Limited to make the Company an efcient and aggressive
competitor in the new liberalized economic environment in India.
In April, 1997, he was appointed Managing Director of Mahindra
& Mahindra Limited, and in January, 2001 given the additional
responsibility of Vice Chairman. He was appointed as Chairman and
designated as Chairman & Managing Director with effect from the
conclusion of the 66th AGM of the Company held on 8th August, 2012.
Mr. Mahindra is the Chairman of Mahindra & Mahindra Limited,
Tech Mahindra Limited, Mahindra First Choice Wheels Limited
and Mahindra Two Wheelers Limited. He is on the Boards of
several companies viz. Mahindra Holdings Limited, Prudential
Management & Services Private Limited, Naandi Community
Water Services Private Limited, Araku Originals Limited, Tech
Mahindra Foundation, Avion Aerosols Private Limited, The
Mahindra United World College of India, Breach Candy Hospital
Trust, Prana Holdings Inc. and US-India Business Council.
During the year 1st April, 2014 to 31st March, 2015, 5 (ve)
Board Meetings of the Company were held, out of which
Mr. Anand Mahindra had attended 4 (four) meetings in person
and participated in 1 (one) meeting through audio call.
1. Mahindra &
Mahindra Limited
2. Mahindra Two
Wheelers Limited
Position
held
Member
Member
Chairman
Member
Chairman
Member
Remuneration Committee
Member
ITEM NO. 5:
The Board of Directors, at its Meeting held on 29 th May, 2015,
upon the recommendation of the Audit Committee, approved
the appointment of Messrs N. I. Mehta & Co., Cost Accountants,
as Cost Auditors of the Company for conducting the audit of
the cost records of the Company, for the Financial Year ending
31st March, 2016 at a remuneration of Rs. 6 lakhs (Rupees Six
Lakhs only) (excluding all taxes and reimbursement of out of
pocket expenses).
ITEM NO. 7:
Section 180(1)(a) of the Companies Act, 2013 provides, inter alia,
that the Board of Directors of a public company shall not, without
the consent of a public company in general meeting, sell, lease
or otherwise dispose of the whole, or substantially the whole, of
the undertaking(s) of the Company or where the Company owns
more than one undertaking, of the whole or substantially the
whole of any such undertaking.
As per the Circular dated 25th March, 2014 issued by the Ministry
of Corporate Affairs, the Resolution passed under the erstwhile
section 293 of the Companies Act, 1956 prior to 12th September,
2013 with reference to borrowings (subject to the limits
prescribed) and/or creation of security on assets of the company
will be regarded as sufcient compliance of the requirements of
section 180 of the Companies Act, 2013 for a period of one year
from the date of notication of section 180 of the Companies
Act, 2013 i.e. upto 11th September, 2014. As such, it is necessary to
obtain fresh approval of Members under section 180(1)(a) of the
Companies Act, 2013.
(a) Existing articles have been streamlined and aligned with the
Act;
(c)
Considering the above, and the fact that even any modication to
the charge/mortgage already created on the assets of the Company
would require shareholders approval owing to the MCA Circular
dated 25th March, 2014, it is proposed to obtain approval of
Members by way of a Special Resolution under section 180(1)(a)
of the Companies Act, 2013 for creation of charges/mortgages/
hypothecations in respect of loans, under the arrangements
entered into/to be entered into by the Company for an amount
which shall not, at any time exceed Rs. 5,000 crores.
In accordance with the approval of the Board, all the NonExecutive Directors are currently paid a remuneration which is
a combination of xed commission and a variable commission.
While deciding the commission, various factors such as Directors
participation in Board and Committee Meetings during the
year, other responsibilities undertaken, such as Membership or
Chairmanship of Committees, etc. are taken into consideration.
In addition, the Non-Executive Directors are paid sitting fees for
attending the meetings of the Board or Committees thereof. NonExecutive Directors are paid sitting fees of Rs. 1,00,000 each for
every Meeting of the Board, Rs. 50,000 each for every Meeting of
the Committee attended (other than Stakeholders Relationship
Committee). The sitting fees for Stakeholders Relationship
Committee is Rs. 10,000 per Meeting.
The Board commends the Special Resolution set out at Item No. 9
of the Notice for approval by the Members.
Registered Ofce:
29 th May, 2015
8
70 years
Fellow Member of
Institute of Chartered
Accountants (England
and Wales)
Banking and
Insurance Industry
Age
Qualications
Experience
1,12,180
Shareholding in the
Company (No. of
Ordinary (Equity)
Shares)
Number of Board
Meetings attended
during the year
29/08/1990
Date of rst
appointment on the
Board
Relationship with
Other Directors and
KMP
0.33
Details of
Remuneration last
drawn (Rs. in crores)
Details of
Remuneration sought
to be paid
Particulars
ITEM NO. 9
Annexure to Notice
4,28,019
28/08/1992
0.33
Appointed for
a period of 4
consecutive years
commencing from
8 th August, 2014
Industrialist having
rich business
experience
B.S. Chemical
Engineering (M.I.T,
USA)
M.S. Chemical
Engineering
(Stanford, USA)
64 years
40 years in an
Practicing Advocate
executive position
and Solicitor
with Mahindra &
Mahindra Limited in
the elds of Finance,
Accounts, Corporate
Affairs, Information
Technology and
General Management.
Commenced and led
the Financial Services
Sector in the group.
59 years
Mr. S. B. Mainak
(Nominee of LIC)
Appointed for
a period of 5
consecutive years
commencing from
8 th August, 2014
Strategy and
Management
consultancy
Liable to retire by
rotation
Investment, Finance
& Accounts and
Marketing
M.Phil (Economics)
B.Com, ACA
from Nufeld College
Oxford University,
M.A. (Economics)
from Balliol College,
Oxford University and
B.A. (Economics) from
Delhi University
69 years
6,09,724
28/08/1992
2.51*
83,088
21/08/1997
0.36
Nil
30/01/2001
0.25
Nil
13/11/2013
0.22
Nil
30/05/2012
0.27
Appointed for
a period of 5
consecutive years
commencing from
8 th August, 2014
B.A. in Political
Science from Bombay
University M.A.
and PH.D (Asian
Art History) from
University of Michigan
66 years
None of the Directors of the Company are inter-se related to each other or with the Key Managerial Personnel of the Company
1,00,000
28/08/1992
0.34
70 years
Mr. R. K. Kulkarni
65 years
The details of commission sought to be paid to Non-Executive Directors are indicated in Resolution No. 9.
Appointed for
a period of 4
consecutive years
commencing from
8 th August, 2014
Technology and
Research Strategies
Bachelors degree in
Chemical Engineering
from AC college
of Technology and
Master of Science
Degree in Chemical
Engineering from
University of
Michigan, USA.
59 years
Mr. M. M.
Murugappan
Nil
30/05/2012
0.30
Appointed for
a period of 5
consecutive years
commencing from
8 th August, 2014
Senior Executive;
Petroleum Industry
Bachelors degree in
Mathematics from
St. Stephens College
Delhi, Masters
degree in Politics
and Economics from
Magdalen Oxford
University, UK,
Masters Degree in
Energy Economics
from the Fletcher
School of Law and
Diplomacy, Tufts
University USA
62 years
1. Housing
Development
Finance
Corporation
Limited
Other Directorships
(excluding Mahindra
& Mahindra Limited)
10
Company Ltd.
9. Godrej Tyson
Foods Ltd.
8. Isprava
Technologies
Limited
7. Godrej Agrovet
Ltd.
15. HT Parekh
Foundation
(section 8
company)
13. Barwale
Foundation
(section 8
company)
Ltd.
11. DP World
9. Fairfax India
Holdings
Corporation
2. M. M. Muthiah
Research
Foundation
(section 8
company)
1. Ambadi
Investments
Private Limited
Mr. M. M.
Murugappan
17. Thukela
Refractories
Isithebe Limited
13. Cholamandalam
Investment and
Finance Company
Limited
9. Murugappa
Holdings Limited
8. Tube Investments
of India Limited
7. Wendt India
Limited
5. Murugappa
Morgan Thermal
Ceramics Ltd.
4. Cyient Limited
4. Tata Teleservices
(Maharashtra) Ltd. 3. Carborundum
Universal Limited
5. The Indian Hotels
3. Godrej Properties
Ltd.
2. Godrej Industries
Ltd.
1. Godrej Consumer
Products Ltd.
6. Siemens Limited
5. GlaxoSmithKline
Pharmaceuticals
Limited
4. HDFC ERGO
General Insurance
Company Limited
3. HDFC Standard
Life Insurance
Company Limited
2. HDFC Asset
Management
Company Limited
Particulars
Mr. R. K. Kulkarni
11. Mahindra
Foundation
10. Mahindra
Foundation (UK)
9. Mahindra
Foundation (USA)
8. Indian Institute
of ManagementTiruchirapalli
7. Indian Council on
Global Relations
(section 8
company)
6. The Mahindra
United World
College of
India (section 8
company)
5. Godrej Consumer
Products Ltd.
4. Mahindra
Holdings Ltd.
3. Tech Mahindra
Limited
2. Mahindra &
Mahindra
Financial Services
Ltd.
2. Mumbai Mantra
Media Ltd.
1. Dr. Reddys
Laboratories
Limited
10. Landmark
Education India
9. New Democratic
Electoral Trust
8. Mahindra Trustee
Company Pvt. Ltd.
7. Lavgan Dockyard
Pvt. Ltd.
5. Tech Mahindra
Limited
3. Entertainment
Network India Ltd. 3. Tech Mahindra
Limited
4. Khaitan
Consultants
Limited
2. Styrolution ABS
(India) Ltd.
1. Mahindra
1. Chowgule
Intertrade Limited
Steamships Ltd.
9. Kenindia
Assurance Co. Ltd.
8. LIC Housing
Finance Ltd.
7. ITC Limited
11. Mahindra
Electoral Trust
Company
10. Hotel
Leelaventure Ltd.
9. L&T Hydro
Carbons Ltd.
8. Thomson Reuters
Funders Share
Co. Ltd.
7. Hindustan Media
Ventures Ltd.
6. Brookings
Institution India
Centre (section 8
company)
5. Apollo Tyres
Limited
4. Vodafone India
Limited
5. National Stock
Exchange of India
Ltd.
2. N V Advisory
Services Private
Limited
1. Colgate-Palmolive
(India) Limited
Nil
2. LIC Nomura
Mutual Fund
Trustee Company
Pvt. Ltd.
1. LIC of India
Mr. S. B. Mainak
(Nominee of LIC)
2. Godrej Industries
Limited