MAHINDRA & MAHINDRA LTD
Proposal 1
RESOLVED THAT PURSUANT TO THE PROVISIONS OF SECTIONS 230 TO 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013, THE RULES, CIRCULARS AND NOTIFICATIONS ISSUED THEREUNDER, AND THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, READ WITH THE CIRCULARS AND NOTIFICATIONS ISSUED THEREUNDER, [INCLUDING ANY STATUTORY MODIFICATION(S) OR AMENDMENT(S) THERETO OR RE-ENACTMENT(S) THEREOF, FOR THE TIME BEING IN FORCE] AND CLAUSE 3 OF THE MEMORANDUM OF ASSOCIATION OF THE COMPANY AND SUBJECT TO THE APPROVAL OF THE HON'BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH ("NCLT" OR "TRIBUNAL") AND APPROVALS OF SUCH OTHER STATUTORY/GOVERNMENT AUTHORITY(IES), AS MAY BE NECESSARY OR AS MAY BE DIRECTED BY THE NCLT OR SUCH OTHER COMPETENT AUTHORITY(IES), AS THE CASE MAY BE, APPROVAL OF THE COMPANY BE ACCORDED TO THE MERGER OF MAHINDRA ELECTRIC MOBILITY LIMITED ("MEML" OR "TRANSFEROR COMPANY"), A SUBSIDIARY OF THE COMPANY, HAVING ITS REGISTERED OFFICE SITUATED AT MAHINDRA TOWERS, DR. G.M. BHOSALE MARG, P.K. KURNE CHOWK, WORLI, MUMBAI - 400 018, WITH THE COMPANY WITH APPOINTED DATE AS 1ST APRIL, 2021 ("THE APPOINTED DATE"), AS PER THE SCHEME OF MERGER BY ABSORPTION OF MEML WITH THE COMPANY AND THEIR RESPECTIVE SHAREHOLDERS ("SCHEME") CIRCULATED WITH THE NOTICE OF THE MEETING OF THE EQUITY SHAREHOLDERS OF THE COMPANY. FURTHER RESOLVED THAT APPROVAL OF THE COMPANY BE ACCORDED TO THE BOARD OF DIRECTORS OF THE COMPANY (INCLUDING ANY COMMITTEE THEREOF) TO DO ALL SUCH ACTS, DEEDS, MATTERS AND THINGS, INCLUDING MAKING ANY MODIFICATIONS TO THE SCHEME OR CHOOSING TO WITHDRAW THE SCHEME AT ANY STAGE, AS MAY BE CONSIDERED REQUISITE, DESIRABLE, APPROPRIATE OR NECESSARY IN RELATION TO THE SCHEME, AND TO ACCEPT SUCH MODIFICATION(S), AMENDMENT(S), LIMITATION(S) AND/OR CONDITION(S), IF ANY, WHICH MAY BE REQUIRED AND/OR IMPOSED BY THE NCLT AND/OR ANY OTHER AUTHORITY(IES) OR AS MAY BE REQUIRED FOR THE PURPOSE OF RESOLVING ANY QUESTIONS OR DOUBTS OR DIFFICULTIES THAT MAY ARISE FOR GIVING EFFECT TO THE SCHEME INCLUDING PASSING OF SUCH ACCOUNTING ENTRIES AND /OR MAKING SUCH ADJUSTMENTS IN THE BOOKS OF ACCOUNTS AS CONSIDERED NECESSARY, AS THE BOARD MAY DEEM FIT AND PROPER
Caisse vote:
Non voted
Applicable policy or principle:
PC_00