Mahindra & Mahindra

Financial Services Ltd.

Mahindra Towers, 4th Floor,

Dr. G. M. Bhosale Marg, Worli,

Mumbai 400 018 India

Tel: +91 22 66526000

Fax: +91 22 24984170

+91 22 24984171

3rd July 2022

To,

BSE Limited, (Security Code: 532720)

Phiroze Jeejeebhoy Towers,

Dalal Street, Fort,

Mumbai - 400 001

National Stock Exchange of India Ltd., (Symbol: M&MFIN)

Exchange Plaza, 5th Floor, Plot No. C/1, "G" Block,

Bandra - Kurla Complex, Bandra (East),

Mumbai - 400 051

Sub: Notice of Annual General Meeting, Integrated Annual Report for Financial Year 2021-22and Secretarial Audit Report of Material debt listed Indian Subsidiary- Compliance under Regulations 24A, 30, 34, 53 and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations")

With reference to our letter dated 2nd May 2022, we hereby inform you that the 32nd Annual General Meeting ("AGM") of the Company will be held on Thursday, 28th July 2022 at 3.30 p.m. (IST) through Video Conferencing/Other Audio-Visual Means.

In continuation to the aforesaid letter and in compliance with Regulations 30, 34, 53 and other applicable provisions of the Listing Regulations, please find enclosed the following:

  1. Notice of the 32nd AGM of the Company (including e-voting instructions). The brief details of the agenda items proposed to be transacted at the 32nd AGM are given in
    Annexure I".
  2. Integrated Annual Report for the Financial Year 2021-22.

The Notice of 32nd AGM and the Integrated Annual Report for the Financial Year 2021-22 can also be accessed or downloaded from the weblink given below:

https://mahindrafinance.com/investor-zone/financial-information/

The aforesaid documents are being dispatched electronically to those Members whose E-mail IDs are registered with the Company/ Registrar and Transfer Agent viz. KFin Technologies Limited or the Depository Participant(s).

Regd. Office: Gateway Building, Apollo Bunder, Mumbai 400 001 India

Tel: +91 22 2289 5500 | Fax: +91 22 2287 5485 | www.mahindrafinance.com

CIN : L65921MH1991PLC059642

Email: investorhelpline_mmfsl@mahindra.com

Page No. 2

Further, the Secretarial Audit Report of Mahindra Rural Housing Finance Limited ("MRHFL"), a material debt listed Indian subsidiary of the Company for the year ended 31st March 2022 carried out pursuant to section 204 of the Companies Act, 2013 and Regulation 24A of the Listing Regulations, forms part of the Integrated Annual Report and appears as "Annexure IV" to the Board's Report. The Secretarial Audit Report of MRHFL submitted by M/s. KSR & Co, Company Secretaries LLP, does not contain any qualification, reservation or adverse remark.

We request you to kindly take the same on record.

Thanking you,

For Mahindra & Mahindra Financial Services Limited

Brijbala Batwal

Company Secretary & Compliance Officer

Enclosure: as above

CIN : L65921MH1991PLC059642

Email: investorhelpline_mmfsl@mahindra.com

Page No. 3

Annexure I

Brief summary of the resolutions proposed to be transacted at the 32nd AGM of the Company is as under:

Sr.

Resolutions proposed to be passed at the 32nd AGM

Manner of

No.

approval

Ordinary Business

1.

Consideration and adoption of the Audited Standalone Financial

Ordinary

Statements of the Company for the financial year ended 31st March,

Resolution

2022 and the reports of the Board of Directors and joint Statutory

Auditors thereon

2.

Consideration and adoption of the Audited Consolidated Financial

Ordinary

Statements of the Company for the financial year ended 31st March,

Resolution

2022 and the reports of the joint Statutory Auditors thereon

3.

Declaration of dividend @ Rs. 3.60 (180%) per equity share of face

Ordinary

value of Rs. 2/- each for the financial year ended 31st March 2022

Resolution

4.

Re-appointment of Dr. Anish Shah, as a Director liable to retire by

Ordinary

rotation

Resolution

5.

To resolve not to re-appoint Mr. Amit Raje, and not to fill the vacancy

Ordinary

so created (While being eligible, Mr. Amit Raje does not seek

Resolution

re-appointment).

6.

Appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants

Ordinary

as one of the Joint Statutory Auditor of the Company to hold office

Resolution

from 32nd AGM till the conclusion 34th AGM to be held in the year

2024.

7.

Appointment of M/s. Mukund M. Chitale & Co., Chartered

Ordinary

Accountants as one of the Joint Statutory Auditor of the Company to

Resolution

hold office from 32nd AGM till the conclusion 34th AGM to be held in

the year 2024.

CIN : L65921MH1991PLC059642

Email: investorhelpline_mmfsl@mahindra.com

MAHINDRA & MAHINDRA FINANCIAL SERVICES LIMITED

Registered Office: Gateway Building, Apollo Bunder, Mumbai - 400 001, India

Website: www.mahindrafinance.com; E-mail:investorhelpline_mmfsl@mahindra.com

Phone: +91 22 66526000/+91 22 2289 5500; Fax: +91 22 24984170

CIN: L65921MH1991PLC059642

Notice

Notice is hereby given that the Thirty-second Annual General Meeting ("AGM") of Mahindra & Mahindra Financial Services Limited ("Company") will be held on Thursday, 28th day of July 2022, at 3.30 p.m., Indian Standard Time ("IST"), through Video Conferencing ("VC")/Other Audio Visual Means ("OAVM") to transact the following businesses.

The proceedings of the Thirty-second AGM shall be deemed to be conducted at the Registered Office of the Company at Gateway Building, Apollo Bunder, Mumbai - 400 001 which shall be the deemed venue of the AGM.

  1. Re-appointmentof Dr. Anish Shah, as a Director liable to retire by rotation
    To consider and, if thought fit, to pass the following Resolution as an Ordinary Resolution:
    "RESOLVED THAT Dr. Anish Shah (DIN: 02719429), who retires by rotation, and being eligible for re-appointment, be and is hereby re-appointed as a Director of the Company."
  2. To resolve not to re-appoint Mr. Amit Raje and not to fill the vacancy so created
    To consider and, if thought fit, to pass the following Resolution as an Ordinary Resolution:

ORDINARY BUSINESS:

1. Consideration and adoption of the Audited Standalone Financial Statements of the Company for the financial year ended 31st March, 2022 and the reports of the Board of Directors and joint Statutory Auditors thereon

"RESOLVED THAT Mr. Amit Raje (DIN: 06809197), who retires by rotation, and while being eligible does not seek re-appointment, be not re-appointed as a Director of the Company;

To consider and, if thought fit, to pass the following

RESOLVED FURTHER THAT the vacancy, so created on the

Resolution as an Ordinary Resolution:

Board of the Company, be not filled."

"RESOLVED THAT the Audited Standalone Financial

6.

Appointment of M/s. Deloitte Haskins & Sells, Chartered

Statements of the Company for the financial year ended

Accountants as one of the Joint Statutory Auditor of the

31st March, 2022 and the reports of the Board of Directors

Company

and joint Statutory Auditors thereon, as circulated to the

To consider and, if thought fit, to pass the following

Members, be and are hereby considered and adopted."

Resolution as an Ordinary Resolution:

2. Consideration and adoption of the Audited Consolidated

"RESOLVED THAT pur suan t t o t he pr ov isions o f

Financial Statements of the Company for the financial

Sections 139, 142 and other applicable provisions, if

year ended 31st March, 2022 and the reports of the joint

any, of the Companies Act, 2013 ("the Act") read with

Statutory Auditors thereon

applicable rules made thereunder, and in accordance

To consider and, if thought fit, to pass the following

with the Circular No. RBI/2021- 22/25 - Ref. No.

Resolution as an Ordinary Resolution:

DoS.CO. ARG/SEC .01/08.91.001/2021- 22 dated

"RESOLVED THAT the Audited Consolidated Financial

27th April, 2021 issued by the Reserve Bank of India,

inter-alia, on Guidelines for appointment of Statutory

Statements of the Company for the financial year ended

Auditors of NBFCs ("RBI Circular"), including any

31st March, 2022 and the reports of the joint Statutory

statutory amendment(s), modification(s) thereto or re-

Auditors thereon, as circulated to the Members, be and are

enactment(s) thereof, for the time being in force, and

hereby considered and adopted."

pursuant to the recommendation of the Audit Committee

3. Declaration of dividend on the equity shares of the

and the Board of Directors of the Company, approval of

the Members of the Company be and is hereby accorded

Company for the financial year ended 31st March, 2022

for appointment of M/s. Deloit te Haskins & Sells,

To consider and, if thought fit, to pass the following

Chartered Accountants (ICAI Firm Registration Number:

Resolution as an Ordinary Resolution:

117365W), who have confirmed their eligibility to be

appointed in terms of Section 141 of the Act and said RBI

"RESOLVED THAT a dividend of Rs. 3.60/- (180%) per equity

Circular, as the Joint Statutory Auditor of the Company,

share of the face value of Rs. 2/- each, for the financial

to hold office for a period of 2 (two) consecutive years

year ended 31st March, 2022 on 123,55,29,920 equity

from the conclusion of the Thirty-second Annual General

shares of the Company aggregating Rs. 444.79 Crores, as

Meeting till the conclusion of the Thirty-fourth Annual

recommended by the Board of Directors of the Company

General Meeting of the Company to be held in the year

be declared and that the said dividend be distributed

2024, at a remuneration to be determined by the Board

out of the profits of the Company for the year ended

of Directors of the Company;

31st March, 2022."

1

RESOLVED FURTHER THAT approval of the Members be accorded to the Board of Directors of the Company (including any Committee thereof) or such other Officer(s) of the Company as authorized by the Board or its Committee thereof, to do all such acts, deeds, matters and things as they may, in their absolute discretion deem necessary or desirable to give effect to this resolution and to settle all questions, difficulties or doubts that may arise in this regard."

7. Appointment of M/s. Mukund M. Chitale & Co., Chartered Accountants as one of the Joint Statutory Auditor of the Company

To consider and, if thought fit, to pass the following Resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read with applicable rules made thereunder, and in accordance with the Circular No. RBI/2021-22/25-Ref. No. DoS.CO.ARG/ SEC.01/08.91.001/2021-22 dated 27th April, 2021 issued by the Reserve Bank of India, inter-alia, on Guidelines for appointment of Statutory Auditors of NBFCs ("RBI Cir cular"), including any statutory amendment(s), modification(s) thereto or re-enactment(s) thereof, for the time being in force, and pursuant to the recommendation of the Audit Committee and the Board of Directors of the Company, approval of the Members of the Company be and is hereby accorded for appointment of M/s. Mukund M. Chitale & Co., Chartered Accountants (ICAI Firm Registration Number: 106655W), who have confirmed their eligibility to be appointed in terms of Section 141 of the Act and said RBI Circular, as the Joint Statutory Auditor of the Company to hold office for a period of 2 (two) consecutive years from the conclusion of the Thirty-second Annual General Meeting till the conclusion of the Thirty- fourth Annual General Meeting of the Company to be held in the year 2024, at a remuneration to be determined by the Board of Directors of the Company;

RESOLVED FURTHER THAT approval of the Members be accorded to the Board of Directors of the Company (including any Committee thereof) or such other Officer(s) of the Company as authorized by the Board or Committee thereof, to do all such acts, deeds, matters and things as they may, in their absolute discretion deem necessary or desirable to give effect to this resolution and to settle all questions, difficulties or doubts that may arise in this regard."

NOTES AND SHAREHOLDER INFORMATION:

1. In compliance with the Ministry of Corporate Affairs ("MCA") General Circular No. 02/2022 dated 5th May, 2022 read with Circular Nos. 20/2020, 14/2020, 17/2020, 02/2021 and 21/2021 dated 5th May, 2020, 8th April, 2020, 13th April, 2020, 13th January, 2021 and 14th December, 2021 respectively (collectively referred to as "MCA Circulars") and the Securities and Exchange Board of India ("SEBI") Circular No. SEBI/HO/CFD/CMD2/ CIR/P/2022/62 dated 13th May, 2022 ("SEBI Circular") and any other applicable circulars issued by MCA & SEBI in this regard [collectively referred to as MCA and SEBI circulars], the Company will be conducting 32nd Annual

General Meeting ("AGM"/"Meeting") through Video Conferencing or Other Audio Visual Means ("VC"/"OAVM").

KFin Technologies Limited (earlier known as KFin Technologies Private Limited), Registrar & Transfer Agent of the Company ("KFin" or "KFintech") will be providing the facility for voting through remote e-voting, for participation at the AGM through VC/OAVM facility and e-voting during the AGM. The procedure for participating in the meeting through VC/OAVM is explained at Note No. 19 below.

In accordance with the Secretarial Standard - 2 on General Meetings issued by the Institute of Company Secretaries of India ("ICSI"), the proceedings of the AGM shall be deemed to be conducted at the Registered Office of the Company which shall be the deemed venue of the AGM. Since the AGM will be held through VC/OAVM, the Route Map is not required to be annexed to this Notice.

  1. Members attending the AGM through VC/OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013 ("Act").
  2. Pursuant to the provisions of the Act, a Member entitled to attend and vote at the AGM is entitled to appoint a Proxy to attend and vote on his/her behalf and the Proxy need not be a Member of the Company. Since the AGM is being held through VC/OAVM, pursuant to the applicable MCA and SEBI circulars, the requirement of physical attendance of Members at the AGM has been dispensed with. Accordingly, the facility for appointment of Proxy by the Members will not be available for AGM and hence the Proxy Form and the Attendance Slip are not annexed to this Notice.
  3. Additional information for Item Nos. 4 to 7 of the Notice, is annexed hereto.
  4. Corporate/Institutional Members (i.e. other than individuals/HUF, NRI, etc.) are entitled to appoint their authorised representatives to attend the AGM through VC/OAVM on their behalf and cast their votes through remote e-voting or e-voting at the AGM.
    Corporate/Institutional Members intending to authorize their representatives to participate and vote at the Meeting are requested to send a certified copy of the Board Resolution / Authorization letter to the Scrutinizer at the E-mail ID: scrutinizer@snaco.net with a copy marked to evoting@kfintech.com and to the Company at investorhelpline_mmfsl@mahindra.com, authorizing its representative(s) to attend and vote through VC/ OAVM on their behalf at the Meeting, pursuant to Section 113 of the Act.
  5. Members of the Company under the category of Institutional Shareholders are encouraged to attend and participate in the AGM through VC/ OAVM and vote thereat.
  6. ELECTRONIC DISPATCH OF NOTICE AND INTEGRATED ANNUAL REPORT
    The Integrated Annual Report for FY 2022 and the Notice of the AGM of the Company is being sent only through electronic mode to those Members whose E-mail

2

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Mahindra & Mahindra Financial Services Limited published this content on 03 July 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 July 2022 10:22:05 UTC.