Mahindra & Mahindra Ltd
Directors Reports
Dear Shareholders
Your Directors present their Report together with the audited financial
statements of your Company for the year ended 31st March, 2023.
A. FINANCIAL AND OPERATIONAL HIGHLIGHTS
(Rs. in crores)
|
Standalone |
Consolidated |
| Particulars |
2023 |
2022 |
2023 |
2022 |
| Revenue from Operations |
84,960.26 |
57,786.94 |
1,21,268.55 |
90,170.57 |
| Other Income |
2,545.17 |
2,053.75 |
1,206.49 |
934.51 |
| Profit before Depreciation, Finance Costs, Exceptional items,
Share of profit of associates and joint ventures and Taxation |
12,987.56 |
9,081.22 |
21,491.78 |
15,617.36 |
| Less: Depreciation, Amortisation and Impairment Expenses |
3,154.46 |
2,498.39 |
4,356.81 |
3,507.50 |
| Profit before Finance Costs, Exceptional items, Share of
profit of associates and joint ventures and Taxation |
9,833.10 |
6,582.83 |
17,134.97 |
12,109.86 |
| Less: Finance Costs |
272.78 |
226.18 |
5,829.70 |
5,018.05 |
| Profit Before Exceptional Items, Share of profit of
associates and joint ventures and Taxation |
9,560.32 |
6,356.65 |
11,305.27 |
7,091.81 |
| Add: Share of profit of associates and joint ventures.. |
_ |
- |
1,505.44 |
1,855.79 |
| Profit Before Exceptional Items and Taxation |
9,560.32 |
6,356.65 |
12,810.71 |
8,947.60 |
| Add: Exceptional items |
(1,429.54) |
(208.67) |
1,249.52 |
414.17 |
| Profit before Taxation |
8,130.78 |
6,147.98 |
14,060.23 |
9,361.77 |
| Less: Tax Expense |
1,582.14 |
1,278.10 |
2,685.75 |
2,108.76 |
| Profit for the year |
6,548.64 |
4,869.88 |
11,374.48 |
7,253.01 |
| Profit / (Loss) for the year attributable to: |
|
|
|
PH |
| - Owners of the company |
6,548.64 |
4,869.88 |
10,281.50 |
6,577.32 |
| - Non-controlling interests |
- |
- |
1,092.98 |
675.69 |
| Balance of profit for earlier years |
32,450.64 |
29,463.69 |
39,174.21 |
33,667.96 |
| Profits available for appropriation |
38,999.28 |
34,333.57 |
49,455.71 |
40,245.28 |
| Less: Dividend paid on Equity Shares |
1,435.89 |
1,087.79 |
1,284.77 |
979.17 |
| Add: Due to Scheme of Arrangement |
- |
(847.27) |
- |
|
| Add: Other adjustments to Retained earnings$ |
(85.36) |
52.13 |
16.67 |
(91.90) |
| Balance carried forward |
37,478.03 |
32,450.64 |
48,187.61 |
39,174.21 |
$ For details refer to 'Statement of Changes in Equity' in the
Standalone Financial Statements and 'Consolidated Statement of Changes in Equity' in the
Consolidated Financial Statements respectively forming part of the Annual Report.
The Financial Year 2023 was a year of uncertainty, recovery and
economic resilience for India. Even as India looked beyond the pandemic, elevated
uncertainty due to geopolitical tensions and a war in Ukraine set the tone even before the
fiscal year started. The war resulted in higher global supply-chain-related disruptions
and fuelled global inflationary forces, which seeped into the domestic consumption basket.
Oil breached USD 120 / barrel of crude oil mark, and industrial metal prices soared in the
first quarter.
Higher inflation forced major central banks to firefight inflation with
an ultra-hawkish policy stance. While the faster-than-normal pace of monetary policy
tightening resulted in the peaking of inflationary forces, it also raised headwinds to
global growth. A stronger dollar resulting from US Federal Reserve's policy tightening and
higher commodity prices accentuated external difficulties for emerging economies including
India. The RBI also hiked rates aggressively to combat domestic inflationary pressures in
line with the global monetary policy cycle.
Global growth lost momentum as monetary policy actions tightened
financial conditions and consumer confidence weakened with the rising cost of livelihood.
Inflation remained elevated and persistent across countries as they grappled with food and
energy price shocks and shortages. Yet, India's economic resilience stands out with the
first advance estimates (FAE) released by the National Statistical Office (NSO), placing
India's real gross domestic product (GDP) growth at 7% year-on-year (y-o-y) for FY23,
driven by private consumption and investment.
The Profit for the year before Depreciation, Finance Costs, Exceptional
items and Taxation recorded an increase of 43.01% at Rs. 12,987.56 crores as against Rs.
9,081.22 crores in the previous year. Profit after tax increased by 34.47% at Rs. 6,548.64
crores as against Rs. 4,869.88 crores in the previous year.
Your Company continues with its rigorous cost restructuring exercises
and efficiency improvements which have resulted in significant savings through continued
focus on cost controls, process efficiencies and product innovations that exceed customer
expectations in all areas thereby enabling the Company to maintain profitable growth in
the current economic scenario.
Earnings Per Share (EPS)
The Standalone basic EPS of the Company stood at Rs. 54.70 for the
Financial Year ended 31st March, 2023 as against Rs. 40.73 for the Financial
Year ended 31st March, 2022 and Diluted EPS stood at Rs. 54.49 as against Rs.
40.58 in the previous year.
Details of Material Changes from the end of the Financial Year till the
date of this Report
No material changes and commitments have occurred after the closure of
the Financial Year 2022-23 till the date of this Report, which would affect the financial
position of your Company.
Performance Review
I Automotive Sector
Your Company's Automotive Sector posted total sales of 6,98,456
vehicles (6,39,374 Passenger vehicles, commercial vehicles and 59,082 three-wheelers) as
against a total of 4,65,601 vehicles (4,35,086 four-wheelers and 30,515 three- wheelers)
in the previous year, registering a growth of 50%.
In the domestic market, your Company sold a total of 6,66,349 vehicles
as compared to 4,33,091 vehicles in the previous year, resulting in a growth of 53.9%.
In the Passenger Vehicle (PV) segment, your Company sold 3,59,253
vehicles [including 3,56,961 Utility Vehicles (UVs), 2,078 Vans and 214 Cars] as compared
to the previous year's volume of 2,25,895 vehicles [including 2,23,682 Utility Vehicles
(UVs), 2,154 Vans and 59 Cars] registering a growth of 59%.
In the Commercial Vehicle (CV) segment, your Company sold 2,48,576
vehicles [including 40,419 vehicles <2T GVW, 1,98,121 vehicles between 2-3.5T GVW,
1,959 Light Commercial Vehicles (LCVs) in the LCV > 3.5T segment, 1,657 vehicles in the
7.5- 16.2T GVW segment, 4,742 Heavy Commercial Vehicles (HCVs) and 1,678 LCV Passenger]
registering a growth of 40.3% over the previous year's volume of 1,77,117 vehicles
[including 32,039 vehicles < 2T GVW, 1,38,643 vehicles between 2-3.5T GVW, 1,891 Light
Commercial Vehicles (LCVs) in the LCV > 3.5T segment, 1,135 vehicles in the 7.5-16.2T
GVW segment and 3,409 Heavy Commercial Vehicles (HCVs)].
In the three-wheeler segment, your Company sold 58,520 three-wheelers,
registering a growth of 94.6% over the previous year's volume of 30,079 three-wheelers.
For the year under review, the Indian automotive industry (except 2W)
grew by 32%, with the PV industry growth of 26.7% and CV industry growth of 34.3%. The UV
segment showed growth of 34.5%. Within the CV industry, the LCV goods <3.5T segment
grew by 23.9% while the Medium and Heavy Commercial Vehicles (MHCV) Segment grew by 40.1%.
Your Company's UV volumes stood at 3,56,961 units, a growth of 59.6%.
The UV market share for your Company stood at 17.8%. For the year under review, the
Scorpio-N launched in June 2022, performed well in the UV segment with a volume of 35,112
units for the Financial Year 2023. It garnered 1 lakh bookings within 30 minutes of
opening of booking window. XUV700, Thar, Scorpio, XUV300 and Bolero continued to be strong
brands for your Company in the UV segment.
In the LCV<3.5T segment, your Company retained its No. 1 position
with 45.5% market share. Your Company sold a total of 2,38,540 vehicles in this segment.
Your Company has a market share of 59.8% in the LCV 2-3.5T segment, which is the Pickup
segment.
In the MHCV Segment, your Company sold 6,399 trucks as against 4,544
trucks in the previous year. This is a growth of 40.8%. Your Company's market share in the
MHCV segment stands at 2%.
Your Company is the pioneer for Electric Vehicles (EVs) in India, and
for the year under review, sold 46,109 EVs as against 17,006 EVs in the previous year.
During the year under review, your Company posted an export volume of
32,107 vehicles as against the previous year's exports of 32,510 vehicles representing a
de-growth of 1.2%.
The sales of spare parts for the year stood at Rs. 3,824.26 crores
(including exports of Rs. 396.51 crores) as compared to Rs. 2,859.2 crores (including
exports of Rs. 235.2 crores) in the previous year, registering a growth of 33.8%.
I Farm Equipment Sector
Your Company's Farm Equipment Sector recorded total sales of 4,07,545
tractors (domestic + export) as against 3,54,698 tractors sold in the previous year. These
figures for the current year sales and previous year sales include tractors sold under the
Trakstar brand, which is the third brand of your Company under the subsidiary Gromax Agri
Equipment Limited.
For the year under review, the tractor industry in India recorded sales
of 9,45,311 tractors, a growth of 12.2%. Tractor Industry recorded growth in Financial
Year 2023 on account of record crop output, Government support (MSP), increase in wages
and shift of Navratri in Q4 F23.
In the domestic market, your Company sold 3,89,531 tractors, as
compared to 3,37,052 tractors in the previous year (these figures for the current year
sales and previous year sales include tractors sold by Gromax Agri Equipment Limited),
recording a growth of 15.6%. It is the highest ever volume sold by your Company. With
market share at 41.2%, a gain of 1.2% over previous year, the Company continues to be the
market leader for the 40th consecutive year. Your Company's performance was
supported by good performance of all products in the portfolio.
Your Company continues to focus on growing the farm mechanisation
space, by offering affordable mechanisation solutions. The portfolio comprises of
Rotavators, Cultivators, Harvesters, Rice transplanters, Balers and Sprayers.
For the year under review, your Company exported 18,014 tractors which
is a growth of 2.1% over the previous year.
Net Sales of Spare parts for the Financial Year 2023 stood at Rs.
1,070.5 crores (including exports of Rs. 97.4 crores) as compared to Rs. 917 crores
(including exports of Rs. 81 crores) in the previous Financial Year 2022, registering a
growth of 16.7%.
Please refer to the paragraph on Operating Results in the Management
Discussion & Analysis section for detailed analysis.
Other Businesses
I Powerol
Under the Powerol brand, your Company has been a leader in providing
power back-up solutions to the telecom industry for more than 15+ years of operation. Your
Company continues to consolidate its presence in the tele-infra management space.
Alongside the Telecom, Powerol has been increasing the Retail market share, especially
with the extension in HkVA range. With the introduction of CPCB 4+ for gensets, Powerol is
gearing up for the transition.
Powerol stands at No. 2 brand by volume in the overall Diesel Genset
power back-up segment.
Powerol's move towards sustainability has led to the introduction of
the Gas Powered gensets with introduction of 5 nodes between 15 kVA to 315 kVA. They offer
lower operating costs and low emissions complying to the new emission norms. During the
year, Powerol has also initiated EV Charger business for Home Charger Installations for
the EV customers of the Company.
I Construction Equipment
For the year under review, your Company (under the Mahindra EarthMaster
brand) sold 989 Backhoe Loaders (BHLs), a 35.7% increase as against 729 sold in the
Financial Year 2021-2022. Your Company also has a presence in the road construction
equipment business through motor graders (under the Mahindra RoadMaster brand).
For the year under review, your Company sold 188 motor graders, a 60.7%
increase as against 117 sold in the Financial Year 2021-2022. Your Company also has a
presence in the Sugar Cane Haulage market (under the Mahindra HaulMaster brand) in the
export market. For the year under review, your Company sold 247 Haulage Tractors, a 135.2%
increase as against 105 sold in the Financial Year 2021-2022. The BHL industry grew by 28%
and the motor grader industry grew by 42% due to increased focus from the Government of
India on infrastructure.
I Two-Wheeler Business
In line with the strategy for the two-wheeler business, your Company
through its subsidiary, Classic Legends Private Limited ("CLPL") had
reintroduced the iconic brand 'Jawa' to the Indian market in the Financial Year 2019, with
the launch of new range of JAWA motorcycles - Jawa and Jawa Forty-Two and strengthened its
portfolio by adding Yezdi in the Financial Year 2021-22. During Financial Year 2022-23, 42
Bobber was introduced to the Indian market and in addition, CLPL forayed into the
international market by introducing iconic British brand BSA in UK and European market.
Current Year's review
During the period 1st April, 2023 to 25th May,
2023, 1,08,013 vehicles were produced as against 89,041 vehicles and 1,03,410 vehicles
were dispatched as against 74,605 vehicles dispatched during the corresponding period in
the last year. During the same period 62,235 tractors were produced and 60,435 tractors
dispatched as against 61,268 tractors produced and 60,977 tractors dispatched during the
corresponding period in the previous year.
The high-interest rate environment has exposed the underlying fault
lines of the global economy and the financial system, which has now widened further due to
multiple shocks ranging from the pandemic and continuing war in Ukraine. With instances of
bank runs amid a loss of confidence and liquidity woes in the advanced economies of the US
and Europe, growth and liquidity concerns are back to the fore as central banks continue
their pursuit of a 'soft landing'.
Back home, the sustained focus on capital and infrastructure spending
in the Union Budget 2023-24 along with continuing fiscal consolidation and strong credit
growth creates space for private investment and supports domestic economic activity.
However, there are early forecasts of a probable El Nino and external demand is likely to
be dented by a slowdown in global activity. Taking all these factors into consideration,
the RBI projects real GDP growth for 2023-24 at 6.4%.
Finance
Financial Year 2022-23 saw the global outlook deteriorating markedly as
inflation across the world surged to levels not seen for generations and the rising cost
of living hit consumer confidence. As soaring food and energy prices threatened to trigger
a global crisis, central banks around the world responded by aggressive monetary
tightening and increased interest rates in the fastest and most synchronized tightening
cycles on record. Due to the aggressive interest rate hikes, easing of global supply chain
bottlenecks and lower commodity prices, global headline inflation is set to fall from 8.7%
in 2022 to 7.0% in 2023 (IMF estimates), however inflation is expected to remain well
above central bank target levels till 2025 in most countries.
Record high interest rates and a resurgence of COVID-19 in China
weighed on global growth during the financial year. Tentative signs in 2023 show that the
world economy could achieve a soft landing. As per International Monetary Fund
("IMF"), global growth is expected to fall from 3.4% in 2022 to 2.8% in 2023
with advanced economies expecting to see an especially pronounced growth slowdown, from
2.7% in 2022 to 1.3% in 2023. Side-effects from the fast rise in policy rates in the form
of banking turmoil in the US and Europe and the accompanying financial stability concerns
weigh on the outlook going forward.
In the currency markets, the US dollar hit a two-decade high with the
dollar index touching 112 in September 2022. The US dollar has since weakened against most
currencies. Volatility impacted emerging market currencies in an environment of risk
aversion, safe haven demand and correction in global equity markets.
In contrast, domestic financial markets evolved in an orderly manner.
India's economic activity exhibited resilience with GDP growth for FY 2022-23 pegged at
7%, driven by private consumption and investment. Consumer price index inflation (CPI)
persisted at elevated levels during the year, impacted by a series of adverse supply
shocks and the continuing pass-through of high input costs. The RBI Monetary Policy
Committee increased the policy repo rate by 250 bps during May
2022-February 2023 taking the policy Repo rate to 6.5%. RBI also sucked out liquidity from
the system with the system liquidity falling from Rs. 7.8 lakh crore in April, 2022 to Rs.
1.4 lakh crores in March, 2023. Money market rates and short-term bond yields hardened in
tandem with policy rate increases and tightness in liquidity, while long term bond yields
were largely range-bound. CPI has since eased substantially and is well within RBI's
medium-term 4+/- 2% target.
The Indian rupee (INR) depreciated vis-a-vis the US dollar buffeted by
global spillovers. The INR touched an all-time low of 83.2 during October, 2022 but has
recovered since then on a depreciating US dollar and net inflows through foreign portfolio
investments. India's foreign exchange reserves were placed at US$ 578.4 billion as on 31st
March, 2023.
Amidst the aforesaid backdrop, the Bankers continue to rate your
Company as a prime customer and extend facilities / services at prime rates. Your Company
follows a prudent financial policy and aims not to exceed an optimum financial gearing at
any time. The Company's gross Debt to Equity Ratio is 0.11 as at 31st March,
2023. Further, your Company continued to focus on managing cash efficiently and ensured
that it had adequate liquidity and back up lines of credit. During the year, your Company
repaid total borrowings of Rs. 1,861.43 crores whilst maintaining an optimum liquidity
level of Rs. 14,410 crores as at 31st March, 2023.
Further, your Company has been rated by CRISIL Ratings Limited
("CRISIL"), ICRA Limited ("ICRA"), India Ratings and Research Private
Limited ("India Ratings") and CARE Ratings Limited ("CARE") for its
Banking facilities. All have re-affirmed the highest credit rating for your Company's
Short-Term facilities. For Long Term facilities and Non-Convertible Debentures, CRISIL,
ICRA, CARE and India Ratings have re-affirmed their credit ratings of CRISIL AAA/Stable,
[ICRA]AAA (stable), CARE AAA; Stable, and IND AAA/Stable for the respective facilities
rated by them. With the above rating affirmations, your Company continues to enjoy the
highest level of rating from all major rating agencies at the same time.
The AAA ratings indicate highest degree of safety regarding timely
servicing of financial obligations and is also a vote of confidence reposed in your
Company's Management by the rating agencies. It is an acknowledgement of the strong credit
profile of your Company over the years, resilience in earnings despite cyclical upturns /
downturns, robust financial flexibility arising from the significant market value of its
holdings and prudent management.
Your Company is a "Large Corporate" as per the criteria under
Securities and Exchange Board of India ("SEBI") Operational Circular No.
SEBI/HO/DDHS/P/CIR/2021/613 dated 10th August, 2021, as amended from time to
time. The Company has complied with the provisions of the said Circular and has made
requisite disclosures in this regard.
Redemption of Non-Convertible Debentures
Subsequent to the year end, your Company has redeemed the following
Unsecured Listed, Rated Redeemable NonConvertible Debentures ("NCDs") issued on
private placement basis on the due dates, as per the respective terms of issue:
| Particulars of NCDs |
ISIN |
Amount (in Rs.) |
Issue date |
Date of Redemption |
| M&M 6.65% - 10,000 Debentures of Rs. 10,00,000 each |
INE101A08096 |
1,000 crores |
20th April, 2020 |
20th April, 2023 |
| M&M 6.78% - 10,000 Debentures of Rs. 10,00,000 each |
INE101A08104 |
1,000 crores |
24th April, 2020 |
24th April, 2023 |
Further, your Company has on 4th May, 2023 received Notices
from the Holders of M&M 6.19% NCDs (500 Debentures of Rs. 10,00,000 each aggregating
Rs. 500 crores) [ISIN: INE101A08112] exercising Put Option to redeem the aforesaid
Debentures as per the terms and conditions of the issue. The Company whilst acknowledging
the receipt of Put Option Notices from all the Debenture Holders informed them that the
aforesaid Debentures would be redeemed on 8th June, 2023 (being Put Option
date) prior to Maturity along with accrued Interest.
Investor Relations (IR)
Your Company always believes in leading from the front with emerging
best practices in IR and building a relationship of mutual understanding with domestic and
foreign investors/ analysts. In the Financial Year 2023, your Company increased its
interaction with investors through video and audio conference calls. The top management,
including the Managing Director & CEO, Executive Director and CEO (Auto and Farm
Sector) and Group CFO, spent significant time to interact with investors to communicate
the strategic direction of the business, capital allocation policy and various ESG
activities. All the investor connect events including four quarterly earnings calls /
analyst meets and product launch events conducted during the year were also well attended
by investors and analysts.
During the year, your Company interacted with more than 950 Indian and
overseas investors and analysts (excluding quarterly earnings calls and specific event
related calls). Your Company ensures that critical information about the Company is
available to all the investors by uploading all such information on the Company's website.
Please refer to the section on "Analyst / Institutional Investors
Presentation" in the Corporate Governance section for details of number of Investor /
Analyst Interactions held during the year.
Dividend
As per the Dividend Distribution Policy, dividend payout would have to
be determined based on available financial resources, investment requirements and taking
into account optimal shareholder return. Within these parameters, the Company would
endeavour to maintain a total dividend pay-out ratio in the range of 20% to 35% of the
annual standalone Profits after Tax (PAT) of the Company.
Your Directors, considering the good performance and a strong cash
flow, decided to recommend a Dividend of Rs. 16.25 (325%) per Ordinary (Equity) Share of
the face value of Rs. 5 each out of the Profits for the financial year ended 31st
March, 2023.
The equity dividend outgo for the Financial Year 2022-23 would absorb a
sum of Rs. 2,020.73 crores resulting in a payout of 25.33% of the standalone net profit of
the Company for the Financial Year 2022-23 [as against Rs. 1,435.89 crores comprising the
dividend of Rs. 11.55 per Ordinary (Equity) Share of the face value of Rs. 5 each for the
previous year]. Dividend will be payable subject to approval of members at the ensuing
Annual General Meeting and deduction of tax at source to those Shareholders whose names
appear in the Register of Members as on the Book Closure Date. The Board of your Company
decided not to transfer any amount to the General Reserve for the year under review.
Dividend Distribution Policy
The Dividend Distribution Policy containing the requirements mentioned
in Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations") is attached as Annexure I and forms
part of this Annual Report.
The Dividend Distribution Policy of the Company is also uploaded on the
Company's website at the following Web-link:
https://www.mahindra.com/investor-relations/policies-and- documents.
B. CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company, its subsidiaries,
associates and joint ventures prepared in accordance with the Companies Act, 2013 and
applicable Indian Accounting Standards along with all relevant documents and the Auditors'
Report form part of this Annual Report. The Consolidated Financial Statements presented by
the Company include the financial results of its subsidiary companies, associates and
joint ventures.
The Consolidated Revenue from operations is Rs. 1,21,269 crores in the
current year as compared to Rs. 90,171 crores in the previous year, registering an
increase of 34.5%.
The consolidated profit before exceptional items, share of profit of
associates and joint ventures and tax for the year is Rs. 11,305 crores as against Rs.
7,092 crores in the previous year, registering an increase of 59.4%. The consolidated
profit after tax after non-controlling interest and exceptional items for the year is Rs.
10,282 crores as against Rs. 6,577 crores in the previous year, registering an increase of
56.3%.
The Financial Statements as stated above are also available on the
website of the Company and can be accessed at the Web-link:
https://www.mahindra.com/resources/FY23/ AnnualReport.zip.
Subsidiary, Joint Venture and Associate Companies
The Mahindra Group Companies continue to contribute to the overall
growth in revenues and overall performance of your Company.
Tech Mahindra Limited, Flagship Company in the IT Sector, reported a
consolidated operating revenue of Rs. 53,290 crores in the current year as compared to Rs.
44,646 crores in the previous year, registering an increase of 19.4%. Its consolidated
profit after tax after non-controlling interests is Rs. 4,831 crores as compared to Rs.
5,566 crores in the previous year, registering a decrease of 13.2%.
The Group's finance company, Mahindra & Mahindra Financial Services
Limited, a listed subsidiary of the Company (Mahindra Finance), reported a consolidated
operating revenue of Rs. 12,700 crores during the current year as compared to Rs. 11,318
crores in the previous year, registering an increase of 12.2%. The consolidated profit
after tax after non-controlling interests for the year is Rs. 2,072 crores as compared to
Rs. 1,137 crores in the previous year, registering an increase of 82.2%.
Mahindra Lifespace Developers Limited, the listed subsidiary in the
business of real estate and infrastructure, reported a consolidated operating revenue of
Rs. 607 crores as compared to Rs. 394 crores in the previous year, registering an increase
of 54.1%. The consolidated profit after tax after non-controlling interest for the year is
Rs. 101 crores as compared to Rs. 154 crores in the previous year, registering a decrease
of 34.4%.
Mahindra Holidays & Resorts India Limited, the listed subsidiary in
the business of timeshare, registered a consolidated operating revenue of Rs. 2,517 crores
as compared to Rs. 2,013 crores in the previous year, registering an increase of 25%. The
consolidated profit after tax after non-controlling interests for the year is Rs. 115
crores as compared to Rs. 68 crores in the previous year, registering an increase of
69.1%.
Mahindra Logistics Limited, a listed subsidiary in the logistics
business, reported a consolidated operating revenue of Rs. 5,128 crores as compared to Rs.
4,141 crores in the previous year registering an increase of 23.8%. The consolidated
profit after tax after non-controlling interests for the year is Rs. 26 crores as compared
to Rs. 18 crores in the previous year, registering an increase of 44.4%.
Swaraj Engines Limited*, a listed subsidiary in the business of
manufacture of Diesel Engines and its components, reported operating revenue of Rs. 1,422
crores as compared to Rs. 1,138 crores in the previous year registering an increase of
25%. The profit after tax for the year is Rs. 134 crores as compared to Rs. 109 crores in
the previous year, registering an increase of 22.9%.
* During the year ended 31stMarch, 2023, the Controlling
status was changed from associate to subsidiary.
During the year under review, Mahindra Holidays & Resorts
Harihareshwar Limited, Resurgence Solarize Urja Private Limited, V-Link Freight Services
Private Limited, Swaraj Engines Limited, Mahindra Electric Automobile Limited, Emergent
Solren Private Limited, Guestline Hospitality Management and Developement Services
Limited, MLL Global Logistics Limited and M.I.T.R.A Agro Equipments Private Limited became
subsidiaries of your Company.
Further, MLL Mobility Private Limited (Formerly known as Meru Mobility
Tech Private Limited) ("MLL Mobility"), V-Link Fleet Solutions Private Limited
("VFSPL") and V-Link Automotive Services Private Limited ("VASPL")
have ceased to be wholly owned subsidiaries of MLL Express Services Private Limited
(Formerly known as Meru Travel Solutions Private Limited) ("MLL Express"), a
wholly owned subsidiary of your Company
and have become wholly owned subsidiaries of Mahindra Logistics Limited
("MLL"), a listed subsidiary of your Company. Further, MLL Express has also
ceased to be a wholly owned subsidiary of your Company and has become a wholly owned
subsidiary of MLL. Since, MLL is a listed subsidiary of your Company, MLL Express, MLL
Mobility, VFSPL and VASPL continue to remain the subsidiaries of your Company.
During the year under review, Kiinteisto Oy Himos Gardens, Kiinteisto
Oy Vanha Ykkostii, Kiinteisto Oy Katinnurkka, Kiinteisto Oy Tenetinlahti, Kiinteisto Oy
Mallosniemi, Kiinteisto Oy Rauhan Ranta 1, Kiinteisto Oy Rauhan Ranta 2, Kiinteisto Oy
Tiurunniemi, Kiinteisto Oy Kylpylantorni 1, Kiinteisto Oy Spa Lofts 2, Kiinteisto Oy Spa
Lofts 3, Kiinteisto Oy Kuusamon Pulkkajarvi 1, Kiinteisto Oy Rauhan Liikekiinteistot 1,
OFD Holding BV, Origin Direct Asia Ltd, Origin Fruit Direct B.V., Origin Fruit Services
South America SpA, Origin Direct Asia (Shanghai) Trading Co. Ltd., Mahindra Engineering
and Chemical Products Limited, Retail Initiative Holdings Limited, Mahindra Retail
Limited, Ssangyong Motor Company, SsangYong Australia Pty Limited, Ssangyong European
Parts Center B.V, SY Auto Capital Co., LTD, Merakisan Private Limited, Mahindra Tractor
Assembly Inc., Mahindra Integrated Township Limited, Mahindra Residential Developers
Limited, Mahindra West Africa Ltd, Peugeot Motocycles S.A.S., Peugeot Motocycles Italia
S.r.l. (in liquidazione), Peugeot Motocycles Deutschland GmbH, PMTC Engineering S.r.l.,
Mahindra Electric Mobility Limited, Mahindra Fresh Fruits Distribution Holding Company
(Europe) B.V., HCR Management Oy, Mahindra Bangladesh Private Limited, Mahindra Consulting
Engineers Limited and Mahindra Namaste Limited ceased to be subsidiaries of your Company.
Ssangyong Motor Company, after ceasing to be a Subsidiary of the
Company, became an Associate for a short period of time and ceased thereafter.
During the year under review, Brainbees Solutions Private Limited
became an Associate of your Company pursuant to the Scheme of Merger by Absorption of
Mahindra Engineering and Chemical Products Limited, Retail Initiative Holdings Limited and
Mahindra Retail Limited with the Company becoming effective.
During the year under review, Swaraj Engines Limited and M.I.T.R.A Agro
Equipments Private Limited ceased to be Associates of your Company as they became
Subsidiaries of your Company.
During the year under review, Supermarket Capri Oy changed its name to
Kiinteisto Oy Rauhan Liikekiinteistot 1, Meru Travel Solutions Private Limited changed its
name to MLL Express Services Private Limited, Meru Mobility Tech Private Limited changed
its name to MLL Mobility Private
Limited and Mahindra Intertrade Limited changed its name to Mahindra
Accelo Limited.
Subsequent to the year end, Bristlecone Ltd. changed its name to
Bristlecone Worldwide, Inc. pursuant to its registration in Delaware as a US corporation,
Mahindra Telecom Energy Management Services Private Limited changed its name to Mahindra
Sustainable Energy Private Limited and Mahindra Renewables Private Limited changed its
name to Megasolis Renewables Private Limited.
Subsequent to the year end, Sanyo Special Steel Manufacturing India
Private Limited (formerly known as Mahindra Sanyo Special Steel Private Limited) ceased to
be an Associate of your Company. Mahindra CIE Automotive Limited, an Associate of the
Company, has on 16th May, 2023 informed the Stock Exchanges that its
application for change of name from Mahindra CIE Automotive Limited to CIE Automotive
India Limited has been approved by the Central Government on 15th May, 2023. As
on the date of this Report, the Master Data on the website of the Ministry of Corporate
Affairs www.mca.gov.in carries the new name of the company and that the 'fresh certificate
of Incorporation pursuant to change in name' as per Section 13(3) of the Companies Act,
2013 read with Rule 29 of the Companies (Incorporation) Rules, 2014 was awaited.
A Report on the performance and financial position of each of the
subsidiaries, associates and joint venture companies included in the Consolidated
Financial Statements and their contribution to the overall performance of the Company, is
provided in Form AOC-1 and forms part of this Annual Report.
The Policy for determining material subsidiaries as approved by the
Board is uploaded on the Company's website and can be accessed in the Governance section
at the Web-link: https://www.mahindra.com/investor-relations/policies-and- documents.
C. JOINT VENTURES, ACQUISITIONS AND OTHER MATTERS
Mahindra Electric Automobile Limited
During the year, Mahindra Electric Automobile Limited (MEAL) was
incorporated to undertake the 4 (Four) Wheel Passenger Electric Vehicles business, as a
wholly owned subsidiary of the Company. Accordingly, the Company transferred certain
identified assets (capital work in progress) pertaining to the 4 (Four) Wheel Passenger
Electric Vehicles to MEAL. Further, the Company entered into Securities Subscription
Agreement and Shareholders' Agreement with British International Investment Plc
("BII") to invest upto Rs. 1,925 crores each in MEAL in two or more tranches.
BII would invest in the form of Compulsory Convertible Preference Shares
("CCPS") at a valuation of upto Rs. 70,070 crores, resulting in 2.75% to 4.76%
ownership for BII in MEAL. The said investment by BII also envisages BII having a nominal
shareholding of 100 Equity Shares in MEAL. Part of the investment by BII in CCPS of MEAL
was completed during the financial year.
Acquiring balance stake in Sampo Rosenlew Oy, Finland
("Sampo")
During the year, your Company exercised the Call Option and entered
into the Share Purchase Agreement to acquire the balance 1,317 Equity Shares of Sampo at a
price of Euro 3,333 per share from other shareholders, increasing the equity stake of the
Company in Sampo from 79.13% to 100%. Consequently, Sampo has become a wholly owned
subsidiary of the Company.
Induction of OTPP, the financial partner in Renewables Business
During the year, Mahindra Holdings Limited ("MHL"), a wholly
owned subsidiary of your Company, and Mahindra Susten Private Limited ("MSPL"),
a wholly owned subsidiary of MHL and of your Company entered into a Share Purchase
Agreement and Shareholders' Agreement with 2452991 Ontario Limited ("2OL"), a
wholly owned subsidiary of Ontario Teachers' Pension Plan Board ("OTPP") for the
sale of 30% stake in MSPL by MHL to 2OL, with an option for an additional 9.99% stake sale
in MSPL by MHL to 2OL or any other investor. The agreement also envisages the formation of
an Infrastructure Investment Trust ("InvIT") through a series of transactions,
subject to applicable laws and regulations, having MSPL and 2OL or any of its affiliates
(Ontario Teachers') as Sponsors. The InvIT shall own identified operational renewable
assets.
The transaction will enable your Company to unlock value in the
Renewable Energy Sector and it will continue to invest along with Ontario Teachers' to
help realise its twin objectives of accelerated growth and global leadership in ESG. The
first stage of the transaction entailing the sale of 30% stake in MSPL was completed
during the financial year.
SsangYong Motor Company (SYMC)
As mentioned in the previous Annual Report, post termination of
Investment Agreement executed with Edison Motor Consortium pursuant to Court Receivership
process as per the provisions of Korean Debtor Rehabilitation and Bankruptcy Act, SYMC
initiated a process to invite new investor(s). During the year, Seoul Bankruptcy Court
approved a rehabilitation plan reflecting the Investment Agreement between the KG
consortium, led by South Korea based conglomerate KG Group and SYMC. KG consortium
acquired a stake of 80.50% in debt-ridden SYMC for KRW 930 billion in one or more
tranches. The Company's ownership and outstanding dues in SYMC were restructured as part
of the rehabilitation plan. The Company received cash payment of approximately KRW 10.2
billion and the shareholding of the Company stands reduced to approximately 5.2% post the
completion of all tranches by KG Group.
Divestment of stake in CIE Automotive India Limited ("CIE")
On 27th September, 2022, your Company sold 82,42,444 equity
shares at a gross price of Rs. 285 per share representing 2.173% of the paid-up share
capital of CIE, a listed associate of the Company.
Thereafter, on 13th March, 2023, your Company further sold
2,29,80,000 equity shares at a gross price of Rs. 357.39 per share representing 6.058% of
the paid-up share capital of CIE. Following the aforesaid sale of shares, the shareholding
of the Company in CIE has come down from 9.253% to 3.195% of its share capital.
Subsequent to the year end, the Company sold the balance 3.195% equity
stake in CIE comprising of 1,21,22,068 equity shares at a gross price of Rs. 447.6501 per
share and the Company's shareholding in CIE has become Nil.
Divestment of stake in Peugeot Motocycles S A S. ("PMTC")
During the year, Mahindra Two Wheelers Europe Holdings S.a.r.l.
("MTWEH"), a wholly owned subsidiary of the Company, Peugeot Motocycles S.A.S.
("PMTC") and Purple Holding (a wholly owned subsidiary of Mutares Holding-56
GmbH) executed an Irrevocable Offer and as a part of the said Offer, inter alia agreed to:
• Conversion of existing 3,12,085 ordinary shares held by MTWEH in
PMTC to 3,12,085 "Preferred Shares A" whereby the existing 100% shareholding and
voting rights of MTWEH in PMTC stand reduced to 50% in terms of shareholding and 19.99% in
terms of voting rights.
• Investment by MTWEH in PMTC in the form of subscription to Bonds
redeemable into "Preferred Shares A" of PMTC i.e. "Obligations
Remboursables en Actions de Preference A" known as "ORA".
• Investment of an amount of Euro 7 million by Purple in PMTC in
the form of subscription to 3,12,085 "Preferred Shares B" which would entitle
Purple to a 50% shareholding and 80.01% voting rights in PMTC.
Pursuant to the transaction closure on 31st January, 2023,
PMTC and its subsidiaries have ceased to be subsidiaries of MTWEH and consequently of the
Company.
Merger of Mahindra Electric Mobility Limited with the Company
As mentioned in the previous Annual Report, the Board of Directors of
your Company at its Meeting held on 28th May, 2021, subject to requisite
approvals / consents, approved the Scheme of Merger by Absorption of Mahindra Electric
Mobility Limited ("MEML") with the Company and their respective shareholders
("Scheme") under the provisions of sections 230 to 232 and other applicable
provisions of the Companies Act, 2013.
The Scheme was made effective from 2nd February, 2023 upon
receipt of approval from the National Company Law Tribunal, Mumbai Bench
("NCLT") and such other statutory / Government authorities as directed by the
NCLT. The Appointed Date of the Scheme was 1st April, 2021 and the entire
assets and liabilities of MEML have been transferred to and recorded by the Company as per
applicable accounting standards.
Upon the Scheme becoming effective, Ordinary (Equity) Shares of the
Company have been issued to the shareholders of MEML (other than the Company or
subsidiary(ies) of the Company holding shares directly and jointly with its nominee
shareholders) in accordance with the share exchange ratio under the Scheme i.e. 480 (Four
Hundred and Eighty) Ordinary (Equity) Shares of Rs. 5 each fully paid-up of the Company
for every 10,000 (Ten Thousand) Equity Shares of Rs. 10 each fully paid-up held in MEML as
on Record Date. The shares held in MEML by the Company or its subsidiary(ies) directly and
jointly with its nominee shareholders stand cancelled upon the Scheme becoming effective.
Additionally, the stock options held by the eligible ESOP holders of MEML as on the Record
Date have been substituted with ESOPs of the Company in accordance with the Scheme.
Accordingly, the Merger by Absorption of MEML with the Company stands completed.
Induction of International Finance Corporation, the financial partner,
in Last Mile Mobility Business
During the year, the Company approved sale / transfer of assets and /
or business pertaining to the Last Mile Mobility Business of the Company to a new company
to be incorporated as a wholly owned subsidiary of the Company ("NewCo").
Further, the Company entered into a Subscription Agreement and Shareholders Agreement with
International Finance Corporation ("IFC") a member of the World Bank Group,
whereby IFC has agreed to invest upto Rs. 600 crores in the NewCo, in one or more
tranches.
IFC's investment will be in the form of Compulsorily Convertible
Preference Shares ("CCPS") at a valuation of up to Rs. 6,020 crores, resulting
in an ownership of between 9.97% to 13.64% for IFC in NewCo. IFC would inter alia have a
right to give voting instructions to the Company upto 11.8% of the paid-up capital of
NewCo in tranches until conversion of CCPS.
Increase of stake in Mahindra Aerospace Private Limited
The Company acquired 7,67,59,301 Equity Shares of Mahindra Aerospace
Private Limited, a subsidiary of the Company ("MAPL") from the other
shareholders of MAPL. Upon completion of the said transaction, the shareholding of the
Company in MAPL has increased from 91.59% to 100% of the Equity Share Capital of MAPL.
Consequently, MAPL has become a wholly owned subsidiary of the Company.
Sale of Stake held by the Company in TVS Automobile Solutions Private
Limited
During the year, your Company sold 3,32,195 Equity Shares of Rs. 10
each and 100 Compulsorily Convertible Preference Shares of Rs. 10 each in TVS Automobile
Solutions Private Limited ("TASL") constituting 2.76% of the Paid-up Capital of
TASL on a fully diluted basis. Post this sale, the Company does not have any equity
interest in TASL.
Increase of stake in M.I.T.R.A. Agro Equipments Private Limited
During the year, your Company increased its shareholding in M.I.T.R.A.
Agro Equipments Private Limited ("MITRA"), from 47.33% to 100% on a fully
diluted basis, for an aggregate consideration of around Rs. 61.71 crores. MITRA is an
Indian company engaged in the business of designing, developing, manufacturing, assembling
and selling high precision orchard sprayers and is a trusted brand for farmers growing
fruits such as grapes, pomegranates and oranges. The purchase of additional equity shares
in MITRA would aid the Company's Farm Equipment Sector's growth and expansion in the
growing horticulture sector.
Divestment of stake in Mahindra Waste to Energy Solutions Limited by
the Company to Blue Planet Environmental Solutions Pte. Ltd.
During the year, your Company increased its shareholding in Mahindra
Waste to Energy Solutions Limited ("MWTESL") from 87.39% to 100% by acquiring
the balance 12.61% of the Paid-Up Equity Share Capital of MWTESL making it a wholly owned
subsidiary of the Company. Further, the Company entered into a Share Purchase Agreement
and a Shareholders Agreement with Blue Planet Environmental Solutions Pte Ltd.
("BPES") for the sale of 80% of the Paid-Up Equity Share Capital of MWTESL to
BPES or any of its affiliates, in one or more tranches at a price of Rs. 8.44 per share
for an aggregate consideration of Rs. 20.25 crores ("First Closing"). Following
the sale, the Company's holding in MWTESL would reduce to 20% and MWTESL would cease to be
a Subsidiary of the Company.
Further, the Company will have a right of "put option" to
sell the balance 20% of the Paid-Up Equity Share Capital of MWTESL and BPES will have the
right of "call option", after 24 months from First Closing, at a price not less
than Rs. 8.44 per share, subject to certain closing conditions ("Second
Closing"). The Sale price agreed for this tranche shall be higher of Rs. 8.44
(rounded off) or the fair value per share of MWTESL multiplied by the number of shares
being sold, as adjusted upwards in the event of occurrence of certain specified events.
Sale of stake in Mahindra Consulting Engineers Limited by the Company
to Artelia Holding SAS ("Artelia")
During the year, your Company has sold its entire stake in Mahindra
Consulting Engineers Limited ("MCEL"), a subsidiary of the Company i.e. 60.88%
of the Paid-Up Equity Share Capital of MCEL to Artelia, in one or more tranches at a price
of Rs. 89.66 per share for an aggregate consideration of Rs. 10,31,98,660. Following the
sale, MCEL has ceased to be the subsidiary of the Company. Consequent to the above,
Mahindra Namaste Limited ("MNL"), a wholly owned subsidiary of MCEL has also
ceased to be a subsidiary of the Company.
Increase of stake in Swaraj Engines Limited
During the year, your Company increased its shareholding in Swaraj
Engines Limited ("SEL") by acquiring 21,14,349 Equity shares constituting 17.41%
of the Paid-up Equity Share Capital of SEL from Kirloskar Industries Limited
("KIL"). Consequently, the shareholding and voting rights of the Company in SEL
have increased from 34.72% to 52.13% of the Equity Share Capital of SEL and SEL has become
a listed subsidiary of the Company. SEL is into manufacturing and supplying of diesel
Engines in the range of 22 HP to above 65 HP for fitment in tractors to Farm Equipment
Sector of the Company.
Sale of Stake by Mahindra Agri Solutions Limited ("MASL") in
Merakisan Private Limited, a subsidiary of MASL
During the year, Mahindra Agri Solutions Limited ("MASL"), a
subsidiary of the Company, has sold its entire stake aggregating 91.59% of the Paid-up
Equity Share Capital in Merakisan Private Limited ("MKPL"), a subsidiary of
MASL, to Mr. Prashant Patil, founder and Whole time Director & CEO of MKPL. Following
the completion of aforesaid sale, MKPL ceased to be a subsidiary of MASL and consequently
that of the Company.
Sale of Stake held by the Company in Sanyo Special Steel Manufacturing
India Private Limited (Formerly known as Mahindra Sanyo Special Steel Private Limited)
pursuant to exercise of a Put Option
As mentioned in the previous Annual Report, the Company had agreed to
sell 34,75,264 Equity Shares of Rs. 10 each held by the Company in Sanyo Special Steel
Manufacturing India Private Limited (Formerly known as Mahindra Sanyo Special Steel
Private Limited) ("SSSMIPL") constituting 22.81% of the Paid-up Capital of
SSSMIPL to Sanyo Special Steel Co., Ltd ("Sanyo") pursuant to exercise of a Put
Option available to the Company on Sanyo under the Shareholders' Agreement. Following the
completion of aforesaid sale, SSSMIPL has ceased to be an Associate of the Company.
D. INTERNAL FINANCIAL CONTROLS
The Corporate Governance Policies guide the conduct of affairs of your
Company and clearly delineate the roles, responsibilities and authorities at each level of
its governance structure and key functionaries involved in governance. The Code of Conduct
for Senior Management and Employees of your Company (the Code of Conduct) commits
Management to financial and accounting policies, systems and processes. The Corporate
Governance Policies and the Code of Conduct stand widely communicated across your Company
at all times.
Your Company's Financial Statements are prepared on the basis of the
Significant Accounting Policies that are carefully selected by Management and approved by
the Audit Committee and the Board. These Accounting policies are reviewed and updated from
time to time.
Your Company uses SAP ERP Systems as a business enabler and to maintain
its Books of Account. The transactional controls built into the SAP ERP Systems ensure
appropriate segregation of duties, appropriate level of approval mechanisms and
maintenance of supporting records. The Policies related to the Information Management
reinforce the control environment. The systems, Standard Operating Procedures and controls
are reviewed by Management. These systems and controls are subjected to Internal Audit and
their findings and recommendations are reviewed by the Audit Committee which ensures the
implementation.
The SAP ERP System has feature of recording an Audit Trail of each and
every transaction, creating an edit log of each change made in books of account along with
the date when such changes were made and ensuring that the audit trail cannot be disabled,
as mandated under the recent amendment under Companies (Accounts) Rules, 2014, effective 1st
April, 2023.
Your Company has in place adequate internal financial controls with
reference to the Financial Statements commensurate with the size, scale and complexity of
its operations. Your Company's Internal Financial Controls were deployed through Internal
Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO), that addresses material risks in your Company's
operations and financial reporting objectives.
Such controls have been assessed during the year under review taking
into consideration the essential components of internal controls stated in the Guidance
Note on Audit of Internal Financial Controls Over Financial Reporting issued by The
Institute of Chartered Accountants of India. Based on the results of such assessments
carried out by the Management, no reportable material weakness or significant deficiencies
in the design or operation of internal financial controls was observed.
Your Company recognizes that the Internal Financial Controls cannot
provide absolute assurance of achieving financial, operational and compliance reporting
objectives because of its inherent limitations. Also, projections of any evaluation of the
Internal Financial Controls to future periods are subject to the risk that the Internal
Financial Controls may become inadequate because of changes in conditions or that the
degree of compliance with the policies or procedures may deteriorate. Accordingly, regular
audits and review processes ensure that such systems are reinforced on an ongoing basis.
E. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed analysis of your Company's performance is discussed in the
Management Discussion and Analysis Report, which forms part of this Annual Report.
F. RELATED PARTY TRANSACTIONS
The Company has in place a robust process for approval of Related Party
Transactions and on Dealing with Related Parties.
As per the process, necessary details for each of the Related Party
Transactions as applicable along with the justification are provided to the Audit
Committee in terms of the Company's Policy on Materiality and Dealing with Related Party
Transactions and as required under SEBI Circular dated 22nd November, 2021. The
Material Related Party Transactions approved by the Members of the Company are also
reviewed / monitored on quarterly basis by the Audit Committee of the Company as per
Regulation 23 of the Listing Regulations and Section 177 of the Companies Act, 2013.
All Related Party Transactions entered during the year were in the
ordinary course of business and on arm's length basis.
During the year under review, your Company has entered into Material
Related Party Transactions as approved by the Members under Regulation 23 of the Listing
Regulations.
The Company has not entered into Material Related Party Transactions as
per the provisions of the Companies Act, 2013 and a confirmation to this effect as
required under section 134(3)(h) of the Companies Act, 2013 is given in Form AOC-2 as
Annexure II, which forms part of this Annual Report.
The Policy on Materiality of and Dealing with Related Party
Transactions as approved by the Board is uploaded on the Company's website and can be
accessed in the Governance section at the Web-link: https://www.mahindra.com/investor-
relations/policies-and-documents.
G. AUDITORS
Statutory Auditors and Auditors' Report
Messrs B S R & Co. LLP, Chartered Accountants (ICAI Firm
Registration Number 101248W/W-100022) were re-appointed as the Statutory Auditors of the
Company to hold office for a second term of 5 years from the conclusion of the 76th
Annual General Meeting (AGM) held on 5th August, 2022 until the conclusion of
the 81st AGM of the Company to be held in the year 2027.
The Auditors' Report for FY 2022-23 is unmodified i.e. it does not
contain any qualification, reservation or adverse remark or disclaimer.
Secretarial Auditor
Pursuant to the provisions of section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed Mr. Sachin Bhagwat, Practicing Company Secretary (Certificate of
Practice Number: 6029) to undertake the Secretarial Audit of the Company.
The Company has annexed to this Board's Report as Annexure III, a
Secretarial Audit Report for the Financial Year 2022-23 given by the Secretarial Auditor.
The Secretarial Audit Report does not contain any qualification,
reservation or adverse remark or disclaimer.
Annual Secretarial Compliance Report
The Company has undertaken an audit for the Financial Year 2022-23 for
all applicable compliances as per SEBI Regulations and Circulars / Guidelines issued
thereunder. The Annual Secretarial Compliance Report duly signed by Mr. Sachin Bhagwat has
been submitted to the Stock Exchanges and is annexed at Annexure IV to this Board's
Report.
Secretarial Audit of Material Unlisted Indian Subsidiary
There is no Material Unlisted Indian Subsidiary of the Company as on 31st
March, 2023 and as such the requirement under Regulation 24A of the Listing Regulations
regarding the Secretarial Audit of Material Unlisted Indian Subsidiary is not applicable
to the Company for the Financial Year 2022-23.
Cost Auditors
The Board had appointed Messrs D. C. Dave & Co., Cost Accountants
(Firm Registration Number 000611), as Cost Auditor for conducting the audit of cost
records of the Company for the Financial Year 2022-23.
The Board of Directors on the recommendation of the Audit Committee,
appointed Messrs D. C. Dave & Co., Cost Accountants (Firm Registration Number 000611),
as the Cost Auditors of the Company for the Financial Year 2023-24 under section 148 of
the Companies Act, 2013. Messrs D. C. Dave & Co. have confirmed that their appointment
is within the limits of section 141(3)(g) of the Companies Act, 2013 and have also
certified that they are free from any disqualifications specified under section 141(3) and
proviso to section 148(3) read with section 141(4) of the Companies Act, 2013.
The Audit Committee has also received a Certificate from the Cost
Auditors certifying their independence and arm's length relationship with the Company.
As per the provisions of the Companies Act, 2013, the remuneration
payable to the Cost Auditor is required to be placed before the Members in a General
Meeting for their ratification. Accordingly, a Resolution seeking Members' ratification
for the remuneration payable to Messrs D. C. Dave & Co., Cost Auditors is included in
the Notice convening the Annual General Meeting.
Cost Records
As per Section 148 of the Companies Act, 2013, read with the Companies
(Cost Records and Audit) Rules, 2014, your Company is required to maintain cost records
and accordingly, such accounts and records are maintained.
Reporting of Frauds by Auditors
During the year under review, the Statutory Auditors, Cost Auditors and
Secretarial Auditor have not reported any instances of frauds committed in the Company by
its Officers or Employees to the Audit Committee under section 143(12) of the Companies
Act, 2013.
H. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES
Particulars of the loans given, investment made or guarantee given or
security provided and the purpose for which the loan or guarantee or security is proposed
to be utilised by the recipient of the loan or guarantee or security are provided in Note
Nos. 8 and 40 to the Financial Statements.
I. PUBLIC DEPOSITS AND LOANS/ADVANCES
Your Company had discontinued acceptance of Fixed Deposits with effect
from 1st April, 2014.
All the deposits from public and shareholders had already matured as on
31st March, 2017. Out of these, 5 deposits aggregating Rs. 0.84 lakhs from the
public and shareholders as on 31st March, 2023 had matured and had not been
paid at the end of the Financial Year as there is a restraining
order from the Court / Tribunal / Statutory Authority. Since then, no
deposits have been claimed.
There was no default in repayment of deposits or payment of interest
thereon during the year under review. There are no deposits which are not in compliance
with the requirements of Chapter V of the Companies Act, 2013.
The particulars of loans / advances / investments, etc., required to be
disclosed pursuant to Para A of Schedule V of the Listing Regulations are furnished
separately in this Annual Report.
The transaction(s) of the Company with a company belonging to the
promoter / promoter group which hold(s) more than 10% shareholding in the Company as
required pursuant to Para A of Schedule V of the Listing Regulations are disclosed
separately in the Financial Statements of the Company.
J. EMPLOYEES
Key Managerial Personnel (KMP)
The following have been designated as the Key Managerial Personnel of
the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:
(a) Dr. Anish Shah - Managing Director and CEO
(b) Mr. Rajesh Jejurikar - Executive Director and CEO (Auto and Farm
Sector) (re-designated with effect from 15th March, 2023)
(c) Mr. Manoj Bhat - Group Chief Financial Officer
(d) Mr. Narayan Shankar - Company Secretary
Employees' Stock Option and Employees' Welfare Schemes
During the year under review, based on the recommendation of the
Governance, Nomination and Remuneration Committee (GNRC) of your Company, the Trustees of
Mahindra & Mahindra Employees' Stock Option Trust have granted Stock Options to
employees under the Mahindra & Mahindra Limited Employees Stock Option Scheme 2010. No
Stock Options have been granted to employees under the Mahindra & Mahindra Limited
Employees Stock Option Scheme 2000 (2000 Scheme).
The Company has in force the following Schemes which get covered under
the provisions of SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021 (SBEB Regulations
2021):
1. Mahindra & Mahindra Limited Employees Stock Option Scheme - 2000
(2000 Scheme)*
2. Mahindra & Mahindra Limited Employees Stock Option Scheme - 2010
(2010 Scheme)
3. M&M Employees Welfare Fund No. 1
4. M&M Employees Welfare Fund No. 2
5. M&M Employees Welfare Fund No. 3
* No outstanding options as on 31st March, 2023
There are no changes made to the above Schemes during the year under
review and these Schemes are in compliance with the SBEB Regulations 2021. Your Company's
Secretarial Auditor, Mr. Sachin Bhagwat, has certified that the Company's above-mentioned
Schemes have been implemented in accordance with the SBEB Regulations 2021, and the
Resolutions passed by the Members for the 2000 Scheme and the 2010 Scheme.
Information as required under Regulation 14 read with Part F of
Schedule I of the SBEB Regulations 2021 has been uploaded on the Company's website and can
be accessed at the Web-link: https://www.mahindra.com/resources/FY23/ AnnualReport.zip.
Particulars of Employees and related disclosures
The Company had 500 employees who were in receipt of remuneration of
not less than Rs. 1,02,00,000 during the year ended 31st March, 2023 or not
less than Rs. 8,50,000 per month during any part of the year.
Details of employee remuneration as required under provisions of
Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be made available
during 21 days before the Annual General Meeting in electronic mode to any Shareholder
upon request sent at agm.inspection@mahindra.com. Such details are also available on your
Company's website and can be accessed at the Web-link:
https://www.mahindra.com/resources/FY23/ AnnualReport.zip.
Disclosures with respect to the remuneration of Directors, Key
Managerial Personnel (KMPs) and employees as required under Section 197(12) of the
Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are given in Annexure V to this Report.
Industrial Relations
The year under review witnessed a very positive Industrial Relations
Scenario across all manufacturing locations for the Automotive and Farm Equipment Sectors.
Your Company's focus continues towards propagating proactive and
employee centric practices. The transformational work culture initiative that aims to
create an engaged workforce with an innovative, productive and a competitive shop-floor
ecosystem continues to grow in strength.
Some examples of the programs put in place includes 'Rise2.0 for
Associates', Associate Leadership Development Program, Development of Self-Managed Team,
Employee of the year, e-compliance, reward and recognition for associates and programs on
Code of Conduct, POSH, ABAC and Human Rights. The Employee Relations Council is dedicated
towards building a positive Work Culture and leads the design and implementation of these
programs and reviews its progress.
With the objective of capability building, developing future ready
workforce and fostering togetherness at the workplace, your Company implements multiple
training and engagement programs on an ongoing basis. These include various behavioural
and functional programs such as Behavioural based safety, quality tools, TPM, continuous
improvement, decision making, learning agility and programs on skill building such as
Robotics, PLC Programming, Networking, etc. ASDC certification program for selected
Trainees were also on offer. In its continuous endeavour to improve the employee lifecycle
processes, your Company has been ensuring that Employee Connect Centre (ECC), the digital
form of traditional time office offers better experience in time and payroll management of
the associates. To enable self-paced learning, Learning Management System (LMS) on digital
platform for associates has been helping immensely during this fast paced work
environment.
The Mahindra Skill Excellence initiative, a holistic approach to
enhance the skill and capabilities of shop floor associates, is receiving good
participation across manufacturing facilities.
In an endeavour to improve quality, reduce cost, ensure safety, and
improve productivity, your Company's shop floor associates managed to generate on an
average 12 ideas per person in the Financial Year 2023.
This year significant emphasis was also laid towards raising awareness
on health and wellness of employees in addition to regular annual medical check-ups and
health awareness activities. Diet food has become a way of life. The Company maintains an
'Employee Health Index' at an individual level, and this has been a useful tool in
identifying employees who require focussed counselling and monitoring.
Proactive and employee-centric shop floor practices, a focus on
transparent communication of business goals, an effective concern resolution mechanism,
and a firm belief that employees are the most valuable assets of the Company, are the
cornerstone of your Company's employee relations approach. An 'open door policy' with
constant dialogue to create win-win situations have helped your Company build trust and
harmony.
The industrial relations scenario continued to be largely positive
across all the manufacturing locations. Long Term Wage and Bonus settlements were closed
amicably for all the plants. The sustained efforts towards building a transformational
work culture resulted in zero production loss in the Financial Year 2022-23 and helped
create a collaborative, healthy and productive work environment.
Safety, Occupational Health and Environment
Your Company has in place the Safety, Occupational Health &
Environment (SOH&E) Policy. During the year under review, the Company started all
external physical assessments along with Integrated Management System (IMS) certifications
as per the following standards, ISO: 9001: 2015, ISO: 14001: 2015 & ISO: 45001: 2018.
The management commitment towards SOH&E is demonstrated by adopting amendment updates
(including all notifications published) and incorporating the same in mCompliance portal.
The Company implemented various initiatives by incorporating all new emission Government
specifications by following respective notifications and guidelines complying to overall
health and hygiene parameters. The achievements were assessed through periodic reviews by
conducting monitoring and measurement exercised by external authorized agencies.
At manufacturing locations, various annual events like Road Safety
Week, National Safety Day / Month and Fire Service Week were celebrated. The training
programs were leveraged with new topics followed by on-the-job training (OJT) and virtual
reality (V.R.) programs for competency building were deployed to train employees. In
Safety, Health and Environment competency building at Abhiyantriki, dexterity training
programs were arranged for associates. Special focus is given on safety and fire safety by
introducing Self-Managed Teams (SMT's) supporting sustainability roadmap to fulfill the
requirements.
The Company continues to focus on safety best practices, by conducting
Safety observation tours (SoT), monthly themes on safety topics arising out of OHS risks.
Horizontal deployment followed by immediate corrective actions (ICA) as well as permanent
corrective actions (PCA) are implemented and reviewed by top management. All monthly
themes were well participated and appreciated by all associates and officers.
Vigorous drive to eliminate overall at-risk behaviors is conducted by
exercising Behavior Based Safety (BBS) Level 2. In order to reduce fire risk, your Company
introduced new Dry Sprinkler Powder Aerosol (DSPA) fire protection system by upgrading and
introducing modern technology to eliminate property losses. Monthly results were monitored
by reviewing office fire (prevention and protection) systems. Fire load reduction is
monitored by setting up targets and working towards sustenance of zero fire incidence
across each manufacturing location in each Sector. Additionally, all locations are
supported and protected by diesel engine powered hydrant system.
Your Company has followed pattern defined by Central Safety Council
(CSC) of Mahindra and Mahindra Group Companies by establishing a cross functional team
(CFT) after assessment through The Mahindra Safety Way (TMSW). Total 25 parameters are
assessed and evaluated stage wise covering all sectors for the Mahindra Group companies
across all the plants. Upgradation of results declaration of reward and recognition is
given in Mahindra Rise Awards function. A virtual training program was arranged on the
topic - "Fire Safety @ Home" on the occasion of Diwali festival for the
employees of Mahindra Group Companies and their families with an objective to create
awareness among employees and their family regarding Fire, Fire hazards, Risk and
Mitigation of the same.
Your Company carried out Risk to business analysis and its mitigation
plan, Management of change process, Gap audits for designated license storage areas which
were audited by competent persons authorized by respective authority governing the
respective compliance. The Company has exercised Statutory Safety, Occupational Health and
Environmental, Fire Safety, Electrical Safety Audits. For the year under review, your
Company achieved substantial improvements in the results of Safety index and Fire Safety
index by adopting new initiatives. Focused drive was taken on critical processes and
operations.
To eliminate and minimize the overall environmental impact in line with
the "Environmental, Social and Governance" (ESG) practices, your Company has
continuously implemented new projects. By revising the objectives, newer targets were
taken. New techniques used in various projects have been implemented by your Company in
zero carbon emission, waste avoidance /minimization. Carbon footprint reduction is
achieved by new kaizens in new energy conservation and improving share of renewable
energy. Many of the Company's new initiatives have been shared by your Company by
demonstrating Health & Wellness Stall to enhance sustainability performance for
children by celebrating them on the occasion of Founders Day. Rising awareness in the
supplier community was initiated to encourage their consultation and participation in
order to enable them to overcome current and future business risks.
During the year under review, your Company started reporting by
reviewing the implementation status under Extended Producer Responsibility Organizations
(EPRO) with existing set targets established by Central Government i.e., Central Pollution
Control Board by way of released new notifications on Plastic, Tyers and batteries.
Plastic elimination and recyclable packaging material in maximum number of spares is
initiated by substituting the material as appropriate. Plastic waste management activities
cover pan India network developed for plastic waste recycling management for all the
Company's manufacturing plants and spares business units are also involved with state wise
network for its Suppliers and Dealers.
Your Company implemented various measures towards water neutrality and
achieved recycling by processing STP water through RO and achieving less consumption of
freshwater requirement. By demonstrating implementation measures, a marked improvement has
been observed in ground water recharging.
Your Company continued its commitment to improve the well-being of
employees and contract associates through various activities. Education and awareness
sessions were conducted on enhancement by arranging Panel Discussion - Listen to Your
Heart and webinars on various topics were held i.e., General health, Awareness & COVID
19 Updates, Work Stress Management, Revive your Passion for work and Session on
Absenteeism.
Programs are being conducted by renowned faculties for Mahindra family
members such as Mass Blood PressureScreening Camp, Eye Check-up camp, Individual
Physiotherapist Consultation, Awareness session on Spine and Joint Care, International
Yoga Day Celebration followed by competitions i.e., Best Yoga pose etc.
Additionally, the Company has initiated Nutrition Month to improve
health at the operational stages working towards fat elimination at workplace. Mahindra
Master Chef, on the spot salad making competition were organized for officers and
associates. The objective behind the competition was to inculcate healthy food habits and
awareness regarding the choice of food. The participant's creativity was revealed through
the beautiful designs and patterns formed with different mouth-watering recipes.
The Company has also initiated a project for Emotional Health with an
objective of improvement in sleep quality required to maintain the health at workplace.
Videos were created to improve the dexterity and posture observed by
employees at shop floor. First aid refresher training programs were organized for
employees and associates.
During the year, programs such as Cancer Awareness on Breast and
Cervical Cancer screening camp for Women and Health Talk - "Turn the Clock" for
all employees and their family members, were arranged. Robust implementation of compliance
for Bio-medical Waste Disposal Management is also monitored.
The Company aims at increasing awareness for environment protection
amongst all stakeholders by celebrating World Ozone Day, World Environment Day, World
Earth Day, World Water Day and Energy Conservation Week and Water Conservation Week, etc.
on an annual basis.
The Total Recordable Frequency Rate (TRFR) was 0.10 accidents per
million hours worked in Financial Year 2022-23 as compared to 0.08 in the last fiscal
year.
Certifications/Recertifications
All Plants of your Company have undergone Surveillance Audits and were
certified for Standard ISO 45001: 2018 and ISO 14001: 2015. Further, all plants have
implemented Integrated Management System (IMS). Your Company is re-certified for Zero
Waste to Landfill with 99% and above conversion rate which ensures the commitment of
recycling of waste at maximum extent to protect the environment.
The Senior Management revises and reviews the performances
periodically. Focus on new initiatives involving all stakeholders coupled with management
reviews have helped your Company to demonstrate further step towards excellence in
SOH&E performance.
K. BOARD & COMMITTEES
Sad Demise of Mr. Keshub Mahindra, Chairman Emeritus of the Company
Mr. Keshub Mahindra, Chairman Emeritus, Mahindra Group passed away on
12th April, 2023. He was a well-known philanthropist who redefined good
corporate governance in India. He was an exemplary statesman and an irreplaceable figure
in the Indian industry, revered for his vision, his business acumen, his leadership by
example, and above all, for his uncompromising professional integrity.
Quote from Mr. Anand Mahindra, Chairman, Mahindra Group
"Mr. Keshub Mahindra was and will always remain a source of
inspiration for me and the entire Mahindra Group. He was a man of principles and led from
the front to preserve the legacy of our founders which has ensured that the organisation
has remained rooted in ethics, values and good corporate governance. Mr. Keshub Mahindra
was known for his astute business acumen that helped in transforming Mahindra Group into a
diversified federation of companies. His compassion, and people-centric approach made him
a global business icon, who was much loved and respected".
Mr. Keshub Mahindra will continue to be an inspiration to everyone in
the Mahindra Group.
Directors
During the Financial Year 2022-23, there was no change in the Directors
of the Company.
Independent Directors
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of independence as
prescribed both under the Companies Act, 2013 and Listing Regulations.
The Board is of the opinion that the Independent Directors of the
Company hold highest standards of integrity and possess requisite expertise and experience
required to fulfil their duties as Independent Directors.
In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of
the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent
Directors of the Company have confirmed that they have registered themselves with the
databank maintained by The Indian Institute of Corporate Affairs, Manesar
("IICA").
The Independent Directors are also required to undertake online
proficiency self-assessment test conducted by IICA within a period of 2 (two) years from
the date of inclusion of their names in the data bank, unless they meet the criteria
specified for exemption.
The Independent Directors of the Company are exempt from the
requirement to undertake online proficiency self-assessment test except Mr. Muthiah
Murugappan who has successfully completed the online proficiency selfassessment test.
Lead Independent Director
Mr. Vikram Singh Mehta, Independent Director and Chairman of
Governance, Nomination and Remuneration Committee is the Lead Independent Director. The
role and responsibilities of the Lead Independent Director are provided in the Corporate
Governance Report forming part of this Annual Report.
Retirement by rotation
Mr. Anand G. Mahindra and Mr. Vijay Kumar Sharma retire by rotation and
being eligible, offer themselves for re-appointment at the 77th Annual General
Meeting of the Company scheduled to be held on 4th August, 2023.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and the Listing
Regulations, the Board has carried out an annual evaluation of its own performance and
that of its Committees as well as performance of all the Directors individually including
Independent Directors, Chairman of the Board, Managing Director & Chief Executive
Officer and Executive Director and CEO (Auto and Farm Sector).
I Feedback Mechanism
Feedback was sought by way of a structured questionnaire covering
various aspects of the Board's functioning such as adequacy of the composition of the
Board and its Committees, Board Culture, Execution and Performance of Specific Duties,
Obligations and Governance and the evaluation was carried out based on responses received
from the Directors.
I Evaluation of Committees
The performance evaluation of Committees was based on criteria such as
structure and composition of Committees, attendance and participation of member of the
Committees, fulfilment of the functions assigned to Committees by the Board and applicable
regulatory framework, frequency and adequacy of time allocated at the Committee Meetings
to fulfil duties assigned to it, adequacy and timeliness of the Agenda and Minutes
circulated, comprehensiveness of the discussions and constructive functioning of the
Committees, effectiveness of the Committee's recommendation for the decisions of the
Board, etc.
I Evaluation of Directors and Board
A separate exercise was carried out by the Governance, Nomination and
Remuneration Committee ("GNRC") of the Board to evaluate the performance of
Individual Directors. The performance evaluation of the Non-Independent Directors and the
Board as a whole was carried out by the Independent Directors. The performance evaluation
of the Chairman of the Board was also carried out by the Independent Directors, taking
into account the views of the Executive Directors and Non-Executive Directors. The
performance evaluation of the Managing Director and the Executive Director of the Company
was carried out by the Chairman of the Board and other Directors.
I Criteria for Independent Directors
The performance evaluation of Independent Directors was based on
various criteria, inter alia, including attendance at Board and Committee Meetings, skill,
experience, ability to challenge views of others in a constructive manner, knowledge
acquired with regard to the Company's business, understanding of industry and global
trends, etc.
I Criteria for Chairman
The performance evaluation of Chairman of the Board was based on
various criteria, inter alia, including style of Chairman's leadership, effective
engagement with other Board members during and outside the meetings, allocation of time
provided to other Board members at the meetings, effective engagement with shareholders
during general meetings, etc.
I Criteria for Managing Director and Executive Director
The performance evaluation of Managing Director and Executive Director
was based on various criteria, inter alia, including leadership style, standards of
integrity, fairness and transparency demonstrated, identification of strategic targets,
anticipation of future demands and opportunities, resource staffing to meet short term and
long term goals, engagement with Board and Committee members, updating Board on
significant issues, commitment to organisational values, vision and mission, adaptation to
meet changing circumstances, knowledge and sensitivity of stakeholders' needs within and
outside the Company, demonstrated and effective communication skills.
I Results of Evaluation
The results of the Evaluation for the year under review were shared
with the Board, Chairman of respective Committees and individual Directors. The results of
Evaluation showed high level of commitment and Engagement of Board, its various Committees
and Senior leadership.
As part of the outcome of the Performance Evaluation exercise it was
noted that the Board is Independent, operates at a high level of Governance Standards and
is committed to creating value for all stakeholders.
It was also noted that the Meetings of the Board are well planned and
run effectively by the Chair, its Committees are managed well and continue to perform on
their respective focus areas of Governance and Internal Controls.
It was also noted that the Company during the year under review
conducted a session on EV familiarisation with the Board highlighting the Company's
Strategy and Approach and an Exclusive Strategy and Technology Meeting with the Board
Members to apprise and seek feedback from the Board on future initiatives in these areas.
Based on the outcome of the Evaluation of the year under review, the
Board has agreed to maintain the High Standards of Governance, Visibility and Interaction
in the coming years.
The Directors expressed their satisfaction with the Evaluation process.
During the year under review, GNRC ascertained and reconfirmed that the deployment of
"questionnaire" as a methodology, is effective for evaluation of performance of
Board and Committees and Individual Directors.
Policies
Your Company has adopted the following Policies which, inter alia,
include criteria for determining qualifications, positive attributes and independence of a
Director:
(a) Policy on Appointment of Directors and Senior Management and
succession planning for orderly succession to the Board and the Senior Management;
(b) Policy for remuneration of the Directors, Key Managerial Personnel
and other employees.
Policy (a) mentioned above includes the criteria for determining
qualifications, positive attributes and independence of a Director, identification of
persons who are qualified to become Directors and who may be appointed in the Senior
Management Team in accordance with the criteria laid down in the said Policy, succession
planning for Directors and Senior Management, and Policy statement for Talent Management
framework of the Company.
Policy (b) mentioned above sets out the approach to Compensation of
Directors, Key Managerial Personnel and other employees in the Company.
Policies mentioned at (a) and (b) above are available on the website
and can be accessed in the Governance section at the Web-link:
https://www.mahindra.com/investor-relations/policies-and- documents.
Familiarisation Programme for Independent Directors / Non-Executive
Directors
The Members of the Board of the Company are afforded many opportunities
to familiarise themselves with the Company, its Management and its operations. The
Directors are provided with all the documents to enable them to have a better
understanding of the Company, its various operations and the industry in which it
operates.
All the Independent Directors of the Company are made aware of their
roles and responsibilities at the time of their appointment through a formal letter of
appointment, which also stipulates various terms and conditions of their engagement.
Executive Directors and Senior Management provide an overview of the
operations and familiarize the new Non-Executive Directors on matters related to the
Company's values and commitments. They are also introduced to the organization structure,
constitution of various committees, board procedures, risk management strategies, etc.
Strategic Presentations are made to the Board where Directors get an
opportunity to interact with Senior Management. Directors are also informed of the various
developments in the Company through Press Releases, emails, etc.
The Company has a web based portal i.e. Board portal, accessible to all
the Directors which, inter alia, contains the following information:
• Roles, responsibilities and liabilities of Independent Directors
under the Companies Act, 2013 and the Listing Regulations
• Board Minutes, Agenda and Presentations
• Annual Reports
• Code of Conduct for Directors
• Terms and conditions of appointment of Independent Directors.
Pursuant to Regulation 25(7) of the Listing Regulations, the Company
imparted various familiarisation programmes for its Directors including periodic review of
Investments of the Company at Strategic Investment Committee Meetings, Regulatory updates,
Industry Outlook, Business Strategy at the Board Meetings and changes with respect to the
Companies Act, Taxation and other matters, Listing Regulations, Framework for Related
Party Transactions, etc. at the Audit Committee Meetings, Economic Environment &
Global Scenario, Frontier Risks, Business Entity Risks, etc. at the Risk Management
Committee Meetings, Products Launch and Showcase of New Vehicles, etc. The details as
required under Regulations 46 and 62(1A) of the Listing Regulations are available on the
website of your Company at the web link:
https://www.mahindra.com/resources/FY23/AnnualReport.zip.
Directors' Responsibility Statement
Pursuant to section 134(5) of the Companies Act, 2013, your Directors,
based on the representations received from the Operating Management and after due enquiry,
confirm that:
(a) in the preparation of the annual accounts for the Financial Year
ended 31st March, 2023, the applicable accounting standards have been followed;
(b) they had in consultation with Statutory Auditors, selected
accounting policies and applied them consistently, and made judgments and estimates that
are reasonable and prudent so as to give a true and fair view of the state of affairs of
the Company as at 31st March, 2023 and of the profit of the Company for the
year ended on that date;
(c) they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
irregularities;
(d) they have prepared the annual accounts on a going concern basis;
(e) they have laid down adequate Internal Financial Controls to be
followed by the Company and such Internal Financial Controls were operating effectively
during the Financial Year ended 31st March, 2023;
(f) they had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively throughout the Financial Year ended 31st March, 2023.
Board Meetings, Annual General Meeting and NCLT Convened Meeting
A calendar of Meetings is prepared and circulated in advance to the
Directors.
During the year 1st April, 2022 to 31st March,
2023, nine Board Meetings were held on: 28th May, 2022, 7th July,
2022, 5th August, 2022, 19th August, 2022, 9th September,
2022, 10th and 11th November, 2022, 21st November, 2022,
10th February, 2023 and 15th March, 2023. The 76th Annual
General Meeting (AGM) of the Company was held on 5th August, 2022 through Video
Conferencing / Other Audio Visual Means.
Further, a Meeting of the Equity Shareholders of your Company was
convened on 19th August, 2022 through VC / OVAM facility as per the directions
of the Hon'ble National Company Law Tribunal ("NCLT"), Mumbai Bench vide its
Order dated 10th June, 2022.
Meetings of Independent Directors
The Independent Directors of your Company often meet before the Board
Meetings without the presence of the Chairman of the Board or the Managing Director or the
Executive Director or other Non-Independent Directors or Chief Financial Officer or any
other Management Personnel.
These Meetings are conducted in an informal and flexible manner to
enable the Independent Directors to discuss matters pertaining to, inter alia, review of
performance of Non-Independent Directors and the Board as a whole, review the performance
of the Chairman of the Company (taking into account the views of the Executive and
Non-Executive Directors), assess the quality, quantity and timeliness of flow of
information between the Company Management and the Board that is necessary for the Board
to effectively and reasonably perform their duties.
Five Meetings of Independent Directors were held during the year and
these meetings were well attended.
Audit Committee
The Committee comprises of four Directors viz. Mr. T. N. Manoharan
(Chairman of the Committee), Ms. Shikha Sharma, Mr. Vikram Singh Mehta and Mr. Haigreve
Khaitan. All the Members of the Committee are Independent Directors and possess strong
accounting and financial management knowledge. The Company Secretary of the Company is the
Secretary of the Committee.
During the year, the scope of Audit Committee was amended to, inter
alia, align with the provisions of SEBI (Listing Obligations and Disclosure Requirements)
(Sixth Amendment) Regulations, 2022, the details of which are furnished in the Report on
Corporate Governance that forms part of this Annual Report.
All the recommendations of the Audit Committee were accepted by the
Board.
L. GOVERNANCE
Corporate Governance
Your Company has a rich legacy of ethical governance practices many of
which were implemented by the Company, even before they were mandated by law. Your Company
is committed to transparency in all its dealings and places high emphasis on business
ethics.
Your Company continued to feature in the 'Leadership' category in the
Corporate Governance Scorecard 2022 which is developed by Institutional Investor Advisory
Services India Limited ("IiAS") with support from International Finance
Corporation ("IFC") and BSE Limited ("BSE").
A Report on Corporate Governance along with a Certificate from the
Statutory Auditors of the Company regarding compliance with the conditions of Corporate
Governance as stipulated under Schedule V of the Listing Regulations forms part of this
Annual Report.
Compliance Management
The Company has adopted a compliance management tool which provides
system-driven alerts to the respective owners for complying with the applicable laws and
regulations. Certificates capturing the compliance status of all laws and regulations
applicable to the Company are generated at the end of each quarter and submitted by the
Managing Director to the Board.
Ethics Framework
The Company's revised Code of Conduct (the Code) for employees outlines
the commitment to the principles of integrity, transparency, and fairness. The refreshed
Code has been contemporised and aligned with the changes in the internal and the external
environments. It enables the Company to make the right choices and demonstrate the highest
standards of integrity and ethical behaviour.
The Ethics & Governance framework is also anchored by clearly
defined policies and procedures, covering areas such as Anti-Bribery and Anti-Corruption
Policy (ABAC), Policy on Gifts & Entertainment (G&E), Policy on Prevention of
Sexual Harassment at Workplace (POSH), Whistle-Blower Policy (WB), Business Partner Code
of Conduct, Supplier Code of Conduct to ensure robust Corporate Governance.
The Code of Conduct and all the Company's policies are accessible on
the Company's website; in the Governance section at the Web-link:
https://www.mahindra.com/investor- relations/policies-and-documents and on the Rise@Work
the Company's intranet as well as on the mobile app Me-connect.
During the year, ABAC and G&E policies were revised to align it
with global governance practices. An annual awareness program was implemented to enhance
the understanding of the revised Code and policies. New joiners are mandatorily required
to undertake e-learning modules on the Code, POSH and ABAC. For reinforcing Code and
policies, existing employees are further required to complete mandatory e-Learning
(refresher) modules on the Code of Conduct, and other policies viz; POSH, G&E and
ABAC, annually. In addition to this, an Annual Compliance Declaration Module is mandated
for the employees.
In order to achieve regular reinforcement of the Code and policies
across the Company; the Ethics program has the support of 145 Ethics Counsellors who help
the Company to amplify the values which the Company stands for and facilitate regular
conversations and training with their cohorts. The Ethics Counsellors are trained by
subject matter experts (internal / external) on ethics and policies throughout the year.
During the year, they have trained approximately 3,500 employees and associates across
various geographies on the Code and policies related to ABAC, G&E, POSH and WB.
Further, your Company has driven sensitisation on the Code and other ethics policies vide
ethical guidelines, emailers, videos, standees and posters across locations.
The Company's Vigil mechanism process is clearly defined for
identifying and resolving breaches related to the Code of Conduct and the Company's Ethics
Policies. It is regularly communicated throughout the Company vide the 'Speak Up
campaign'. Data relating to such breaches are reviewed by the Corporate Governance Council
and the Audit Committee that helps in determining the allocation of resources for future
policy development, any review of policies, process improvement, training and awareness
initiatives. The Corporate Governance Council ensures that the Ethics & Governance
framework is executed effectively. The Group Ethics and Governance Committee and Business
Ethics and Governance Committees help to ensure decisions on substantiated cases are taken
in a fair, just and consistent manner across various functions of that business.
Vigil Mechanism
The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules
prescribed thereunder, and the Listing Regulations is implemented through the Company's
Whistle-Blower Policy. The Whistle-Blower Policy of your Company is available on the
Company's website and can be accessed in the Governance section at the Web-link:
https://www.mahindra.com/investor-relations/policies-and- documents.
It enables the Directors, employees and all stakeholders of the Company
to report genuine concerns (about unethical behaviour, actual or suspected fraud, or
violation of the Code) and provides for adequate safeguards against victimisation of
persons who use such mechanism and makes provision for direct access to the Chairman of
the Audit Committee.
A quarterly report on the whistle-blower complaints, as received, is
placed before the Audit Committee for its review.
During the year, the Company received 147 whistle-blower complaints,
out of which 132 complaints were investigated and appropriate actions were taken and
investigations were underway for the remaining 15 complaints.
The Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013
The Company has Zero Tolerance towards sexual harassment at the
workplace. A detailed POSH Policy is in place as per the requirements of The Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
("Act"). The POSH Policy of the Company is available on the website of the
Company and can be accessed in the Governance section at the Web-link:
https://www.mahindra. com/investor-relations/policies-and-documents. All employees
(permanent, contractual, temporary, trainees) as defined under the Act are covered in this
Policy. The POSH Policy is gender inclusive and the framework ensures complete anonymity
and confidentiality, the details of which may be referred to in the Board's Report.
Internal Complaints Committees ("ICC") have been constituted
to redress complaints of sexual harassment and the Company has complied with the
provisions relating to the constitution of ICC under the Act. While maintaining the
highest governance norms, ICC are constituted for various locations. Half of the total
members of the ICC are women. The external members with requisite experience in handling
such matters are also part of the ICC. The ICC is presided over by a senior woman employee
in each case. Inquiries are conducted and recommendations are made by the ICC at the
respective locations. The ICC is updated on judicial trends and trained regularly on the
nuances of the Act.
During the fiscal year under review, 9 complaints alleging sexual
harassment were filed and 9 were resolved vide taking appropriate actions as per the
provisions of the Act. No complaints are pending inquiry as of 31st March,
2023.
Continuous awareness in this area has been created vide the POSH
campaign reiterating Mahindra's commitment to providing a safe workplace to all its
employees. During the year, the Company organised sensitization and awareness programs
vide inductions for new joiners, e-learning modules for all employees, trainees,
associates including sending emailers, creating standees and posters to sensitise all
employees to conduct themselves in a professional manner. Further, virtual and classroom
training sessions were conducted by the Company's Ethics Counsellors. The Company also
organised offline leadership conversations on gender sensitisation and employee
interactive sessions including conscious inclusions.
Business Responsibility and Sustainability Report
SEBI vide its Notification dated 5th May, 2021 had amended
Regulation 34 of the Listing Regulations, wherein SEBI has mandated that Business
Responsibility Report ("BRR") shall be discontinued after the Financial Year
2021-22 and thereafter, with effect from the Financial Year 2022-23, the Top 1,000 listed
entities based on market capitalization shall submit a Business Responsibility and
Sustainability Report ("BRSR") in the format as specified by SEBI from time to
time.
The Company has prepared the BRSR for the Financial Year 2022-23 in
accordance with the format as prescribed in the SEBI Circular dated 10th May,
2021.
The BRSR is intended towards having quantitative and standardized
disclosures on ESG parameters to enable comparability across companies, sectors and time.
Such disclosures will be helpful for investors to make better investment decisions. The
BRSR shall also enable companies to engage more meaningfully with their stakeholders, by
encouraging them to look beyond financials and towards social and environmental impacts.
The BRSR of your Company for the Financial Year 2022-23 forms part of
this Annual Report as required under Regulation 34(2)(f) of the Listing Regulations.
Your Company strongly believes that sustainable and inclusive growth is
possible by using the levers of environmental and social responsibility while setting
aspirational targets and improving economic performance to ensure business continuity and
rapid growth.
Your Company is committed to leverage 'Alternative Thinking' to build
competitive advantage in achieving high shareholder returns through customer centricity,
innovation, good governance and inclusive human development while being sensitive to the
environment.
Risk Management
Your Company has a well-defined risk management framework in place. The
risk management framework works at various levels across the enterprise. These levels form
the strategic defence cover of the Company's risk management. The Company has a robust
organizational structure for managing and reporting on risks.
Your Company has constituted a Risk Management Committee of the Board
which is authorized to monitor and review risk management plan and risk certificate. The
Committee is also empowered, inter alia, to review and recommend to the Board
modifications to the Risk Management Policy. Further, the Board has constituted a
Corporate Risk Council comprising the Senior Executives of the Company. The terms of
reference of the Council include review of risks and Risk Management Policy at periodic
intervals.
Your Company has developed and implemented a Risk Management Policy
which is approved by the Board. The Risk Management Policy, inter alia, includes
identification of risks, including cyber security and related risks and also those which
in the opinion of the Board may threaten the existence of the Company. Risk management
process has been established across the Company and is designed to identify, assess and
frame a response to threats that affect the achievement of its objectives. Further, it is
embedded across all the major functions and revolves around the goals and objectives of
the organization.
M. CORPORATE SOCIAL RESPONSIBILITY AND SUSTAINABILITY
Corporate Social Responsibility (CSR)
"Challenge conventional thinking and innovatively use all our
resources to drive positive change in the lives of our stakeholders and communities across
the world, to enable them to RISE."
Aligned with the above stated core purpose, for more than 75 years,
your Company has been at the forefront of helping people RISE through impactful CSR
projects that have addressed critical issues of our time. CSR for a business includes
being responsible for its business processes and products, and engaging in accountable
relationships with its employees, customers, and the community. Your Company has built its
reputation as a good corporate citizen by not only doing good business, but also by
driving positive change in society. For your Company, CSR is not only about adhering to
statutory and legal compliances but also creating social and environmental value for its
stakeholders thus contributing to build an equal and future-ready nation.
Your Company has a vibrant CSR portfolio that primarily serves the
constituencies of girls and women and supports the environment through a massive tree
plantation drive. It has delved into the tenets of Environment, Social and Governance
(ESG) and has approached business conscientiously through sustainable and inclusive
projects. For the Financial Year 2022-2023, your Company continued to focus on investing
in girls, women, and tree plantations through high standard projects in the domains of
education, skill development, and environment. This year your Company made special efforts
in supporting women in rural as well as urban areas of India. Significant partnerships and
strategies led to leveraging expertise and resources leading to greater social impact. As
a thought leader and a pioneer in CSR, your Company has invested in transformational
collaborations thereby enabling and empowering many more girls, women and farmers across
the country to RISE.
The impact of some of the CSR projects your Company invested in for the
Financial Year 2022-2023 are shown below:
- Project Nanhi Kali supported the education of 1,86,041
underprivileged girls through 7,674 Academic Support Centres across 22 Districts in 9
States of India. Of these, your Company continued to support 52,658 girls, which includes
an additional 14,562 girls enrolled in FY 22-23, while the Mahindra Group in total
supported 85,778 girls. Given the high dropout rates and learning gaps amongst teenage
girls in India, Project Nanhi Kali also introduced training programmes in Life Skills and
Digital Skills to empower underprivileged girls in this age group. Over 31,908 additional
girls were trained under these initiatives across 2 states. Of these, the Mahindra Group
supported 25,600 girls which included 15,000 girls supported by the Company.
- Mahindra Pride Classrooms: Mahindra Pride Classrooms continued to
enhance employability skills of women through Mahindra Pride Classrooms conducted in
Government colleges, ITIs and Polytechnic Institutes across 19 states in India. In FY23,
the Mahindra Pride Classroom intervention transformed from a youth focussed initiative to
a 100% women beneficiary programme and supported skills enhancement of 1,66,666 women in
1,697 colleges. Out of the total women, 1,03,699 women were supported through your
Company. The programme also supported 1,256 men, leading to a total beneficiary count of
1,67,922 supported by Mahindra Group.
- Women based farm livelihood: PRERNA Under Prerna intervention, your
Company continued to support 11,111 women farmers by training them in effective farming
practices and advisory services including soil health, access to gender friendly farm
equipment, linkages to Government welfare support initiatives, resource efficient
agriculture methodologies, and increasing crop productivity. The intervention was
undertaken across 6 states with predominant focus on rural community.
- Women Economic Empowerment through Regenerative Agriculture: The main
objective of the programme was to enable women farmers to use regenerative agriculture as
a technique to transform the soil on their land, increase productivity and earn profits
throughout the year, in addition to ensuring food and nutrition security for their
families. Through this project sponsored by your Company, 45,529 women farmers from Moga,
Tarn Taran (Punjab),
Shravasti (UP) and Wardha (Maharashtra) were provided knowledge in
regenerative organic farming practice. This intervention helped women farmers reduce their
agriculture input cost and increase income from sale of crops.
- Women Economic Empowerment in ITES and Apparel Sector: In alignment
to your Company's commitment to Women's Empowerment, new pilot projects were initiated to
skill and provide employment opportunities for women in ITES and Apparel Sector. The
objective of these pilots was to explore the potential job opportunities for women in
these Sectors. Under this initiative, 7,076 women have been trained in the respective
domain skills in the States of Telangana and Tamil Nadu, of these 6,232 women were trained
by your Company.
- Project Hariyali aims to increase the green cover, arrest the rising
ecological imbalance, protect the biodiversity and in the process support the livelihood
of marginalized farmers. Through this intervention, the Mahindra Group planted 2.21
million trees in FY23. Your Company contributed towards plantation of 1.59 million trees,
out of which 1.31 million trees were planted in the Araku Valley, which besides greening
the environment also provided livelihood support to 3,275 tribal farmer families. Project
Hariyali has been further extended in Northern India in the States of HP, UP and Punjab.
With the plantation of more than 19 varieties of fruit, forest and shade trees, farmers
are ensured a diversified source of income from these species of saplings planted. The
farmers have been trained in global organic farming protocols which rejuvenate the soil,
increase water retention and soil organic carbon. To date, 22.86 million trees have been
planted through Mahindra Hariyali, of which 14.90 million trees have been planted in Araku
which supports the livelihood of 26,000 tribal farmer families.
- Water Conservation: Your Company continued its efforts on Watershed
Development Fund (WDF) and Climate Change Adaptation (CCA) Projects with NABARD in two
locations:- (1) At Hatta, District Damoh, Madhya Pradesh for developing National Priority
Areas of Aspirational District (2) Development of River Basin in Igatpuri Block, Nashik
District, Maharashtra covering 34 villages with land area of 18,000 hectares. During FY23,
your Company supported 7,939 farmers through various interventions of soil and water
conservation works, crop diversification measures, livelihood training / support and
drudgery reduction initiatives for Integrated Development of the rural catchment. Besides
this, 5 States were covered under region specific water initiatives to cover 19,446
beneficiaries cumulatively.
- Employee Volunteering: Mahindra Group has a robust volunteering
programme through the Employee Social Options (Esops) and MySeva platforms. While Esops
programme is organised by the Mahindra Group, MySeva recognizes individual acts of Social
Responsibility undertaken by Mahindra group employees. Through these employee volunteering
platforms 55,873 employees invested 4,53,884.50 person hours of their personal time in
numerous volunteering activities. Of these, 10,587 were employees of the Company who
contributed 55,272 person hours towards a variety of social causes. At the group level,
1,46,721 person hours were invested through individual acts of Social Responsibility and
the balance 3,07,163.50 person hours were contributed through Esops. A major development
has been declaration of 5th December as "Mahindra Volunteering Day".
The very first Mahindra Volunteering Day celebrated on 5th December, 2022 had
9,301 employees contributing 26,944 person hours.
During the Financial Year 2022-23, your Company was humbled to receive
following awards for its contribution to the society:
1. Honorable Mention - Skill Development and Livelihood Category -
National CSR Awards 2020 by Ministry of Corporate Affairs (Announced in August 2022)
2. Telangana State Industry Award - Silver Category for best CSR
practice- Covid relief (March 2023)
3. Global CSR Excellence & Leadership Award 2023 - Winner in the
'Women Empowerment' Category (February 2023)
4. Best CSR Initiative "Project Pani" by ITOTY Awards (July
2022)
5. UBS Forum CSR Excellence Award 2022 for Community Health Project
(November 2022)
6. CSR Times Award for Water Conservation Project (December 2022)
7. Best CSR Contribution Certificate by Government of Punjab (January
2023)
CSR Policy
The Corporate Social Responsibility Committee had formulated and
recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) which was
subsequently adopted by it and is being implemented by the Company. The CSR Policy
including a brief overview of the projects or programs undertaken by the Company can be
accessed in the Governance section at the web-link: https://www.mahindra.
com/investor-relations/policies-and-documents.
CSR Committee
The CSR Committee comprises of Dr. Vishakha N. Desai (Chairperson), Mr.
Anand G. Mahindra, Dr. Anish Shah, Mr. Vikram Singh Mehta and Mr. Muthiah Murugappan.
The Committee, inter alia, reviews and monitors the CSR as well as
Business Responsibility and Sustainability activities.
The scope of the Committee was enhanced during the year by including in
its Charter Environment, Social and Governance (ESG) related matters, the details of which
are furnished in the Report on Corporate Governance that forms part of this Annual Report.
During the year under review, your Company spent Rs. 92.28 crores on
CSR activities. The amount equal to 2% of the average net profit for the past three
financial years required to be spent on CSR activities was Rs. 91.87 crores. The Board has
considered the Impact Assessment Reports at its meeting held on 26th May, 2023.
The detailed Annual Report on the CSR activities undertaken by your Company in the
Financial Year 2023 along with the Executive Summary for Impact Assessment Reports of the
applicable projects, is annexed herewith and marked as Annexure VI.
The complete Impact Assessment Reports of the applicable projects can
be accessed at the Web-link: https://www.mahindra.com/resources/FY23/AnnualReport.zip.
Sustainability
During the year under review, the 15th Sustainability Report
for the year 2021-22 was released. The Report was externally assured by KPMG and prepared
in accordance with the GRI Standards - Core option.
The Company plans to build a 'Planet Positive Mahindra' by focusing on
three key pillars, greening ourselves, decarbonizing the industry and rejuvenating nature.
Under pillar greening ourselves, the Company focuses on enhancing use of renewable energy,
improving energy and water productivity, embedding material circularity and ensuring no
waste goes to landfill. To decarbonize the industry, transition to electric vehicles and
alternate fuels, enabling supply chain to follow environment friendly practices and end of
vehicle recycling are major considered aspects. Beyond the industry boundary, to
rejuvenate nature, the Company aims regenerative farming, planting over million trees
every year, investing in green technologies like solar, green buildings and micro
irrigation.
ESG information of the Company has been disclosed under Dow Jones
Sustainability Index (DJSI), Carbon Disclosure Project (CDP) and World Economic Forum's
(WEF) stakeholder capitalism metrics.
Your Company has committed to Science Based Target, an initiative to
restrict average global temperature rise in alignment of Paris Climate Change Agreement.
The Mahindra Group is committed to become Carbon Neutral by 2040.
Senior leadership of the Company participated in various engagement
programs like SEBI Advisory Committee on BRSR, Circular Economy Symposium by FICCI and WEF
CEO Climate Alliance.
The Sustainability performance for your Company for the Financial Year
2022-23 will be elaborated in detail in the GRI Report which is under preparation and will
be ready for release shortly.
Your Company was recognized for its leadership position on the ESG
dimensions during the year under review, by way of the following:
• Only Automobile Company globally disclosing Core & Expanded
metrics as per WEF's Stakeholder Capitalism Metrics during the year 2022.
• Part of Dow Jones Sustainability World & Emerging Market
Indices, for the 2nd consecutive year thereby being the only Indian automobile
company to do so.
• Felicitated by CDP as Supplier Engagement Leader for the year
2022.
• Inclusion in S&P Global Sustainability Yearbook 2023.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo
The information pertaining to conservation of energy, technology
absorption, foreign exchange earnings and outgo as required under section 134(3)(m) of the
Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is
attached as Annexure VII and forms part of this Report.
N. SECRETARIAL
Share Capital
During the year under review, the Authorised Share Capital of the
Company stood increased to Rs. 11,681.5 crores divided into 2031,30,00,000 Ordinary
(Equity) Shares of Rs. 5 each and 25,00,000 Unclassified shares of Rs. 100 each and
150,00,00,000 Preference Shares of Rs. 10 each pursuant to the Scheme of Merger by
Absorption of Mahindra Engineering and Chemical Products Limited, Retail Initiative
Holdings Limited and Mahindra Retail Limited with the Company becoming effective from 29th
April, 2022.
The Authorised Share Capital of the Company further stands increased to
Rs. 12,681.5 crores divided into 2231,30,00,000 Ordinary (Equity) Shares of Rs. 5 each and
25,00,000 Unclassified shares of Rs. 100 each and 150,00,00,000 Preference Shares of Rs.
10 each pursuant to the Scheme of Merger by Absorption of Mahindra Electric Mobility
Limited ("MEML") with the Company and their respective shareholders ("MEML
Scheme") becoming effective on 2nd February, 2023.
The issued, subscribed and paid-up Share Capital of the Company was
increased from Rs. 621.60 crores comprising of 124,31,92,544 Ordinary (Equity) Shares of
Rs. 5 each fully paid-up to Rs. 621.76 crores divided into 124,35,28,831 Ordinary (Equity)
shares of Rs. 5 each upon allotment of 3,36,287 Ordinary (Equity) shares of Rs. 5 each to
the shareholders of MEML on 23rd February, 2023 pursuant to the MEML Scheme.
Compliance with the provisions of Secretarial Standard 1 and
Secretarial Standard 2
The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to
'Meetings of the Board of Directors' and 'General Meetings' respectively, have been duly
complied by your Company.
Annual Return
Pursuant to section 134(3)(a) and section 92(3) of the Companies Act,
2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a
copy of the Annual Return is placed on the website of the Company and can be accessed at
https://www.mahindra.com/resources/FY23/ AnnualReport.zip.
0. POLICIES
The details of the Key Policies adopted by the Company are mentioned at
Annexure VIII to the Board's Report.
P. PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF
2016)
There were two proceedings initiated / pending against your Company
under the Insolvency and Bankruptcy Code, 2016 which do not materially impact the business
of the Company. While in one case the Company has filed its detailed reply and the matter
is pending for final hearing, the other matter is still under objection.
Q. GENERAL
Neither the Managing Director nor the Executive Director received any
remuneration or commission from any of the subsidiaries of your Company.
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions / events on these items
during the year under review:
1. Issue of equity shares with differential rights as to dividend,
voting or otherwise.
2. Issue of Shares (including Sweat Equity Shares) to employees of the
Company under any Scheme save and except Employees Stock Option Schemes (ESOS) referred to
in this Report.
3. Significant or material orders passed by the Regulators or Courts or
Tribunals which impact the going concern status and the Company's operation in future.
4. Voting rights which are not directly exercised by the employees in
respect of shares for the subscription / purchase of which loan was given by the Company
(as there is no scheme pursuant to which such persons can beneficially hold shares as
envisaged under section 67(3)(c) of the Companies Act, 2013).
5. There has been no change in the nature of business of your Company.
6. The Company has not made any one-time settlement for loans taken
from the Banks or Financial Institutions, and hence the details of difference between
amount of the valuation done at the time of one time settlement and the valuation done
while taking loan from the Banks or Financial Institutions along with the reasons thereof
is not applicable.
7. There was no revision of financial statements and Board's Report of
the Company during the year under review.
|
For and on behalf of the Board |
|
ANAND G. MAHINDRA Chairman |
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DIN: 00004695 |
| Mumbai, 26th May, 2023 |
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