Notice

MAHINDRA & MAHINDRA LIMITED

any Committee thereof) to do all such acts, deeds, matters

and things and to take all such steps as may be required in
this connection including seeking all necessary approvals to
give effect to this Resolution and to settle any questions,
difculties or doubts that may arise in this regard.

THE SIXTY-NINTH ANNUAL GENERAL MEETING OF MAHINDRA

& MAHINDRA LIMITED will be held at Birla Matushri Sabhagar,
19, Sir Vithaldas Thackersey Marg (New Marine Lines),
Mumbai - 400 020 on Friday, the 7th day of August, 2015 at
3.00 p.m. to transact the following businesses:
6.

ORDINARY BUSINESS
1.

To receive, consider and adopt the:

RESOLVED that pursuant to the provisions of sections 42

and 71 of the Companies Act, 2013 (the Act) read with the
Companies (Prospectus and Allotment of Securities) Rules,
2014 and all other applicable provisions of the Act and the
Rules framed thereunder, as may be applicable, and other
applicable Guidelines and Regulations issued by the Securities
and Exchange Board of India (SEBI) or any other law for the
time being in force (including any statutory modication(s)
or amendment thereto or re-enactment thereof for the time
being in force) and in terms of the Articles of Association of
the Company, approval of the Members of the Company be
accorded to authorise the Board of Directors of the Company
(hereinafter referred to as the Board which term shall be
deemed to include any Committee thereof) to borrow from
time to time, by way of securities including but not limited to
secured/unsecured redeemable Non-Convertible Debentures
(NCDs) and/or Commercial Paper (CP) to be issued under
Private Placement basis, in Domestic and/or International
market, in one or more series/tranches aggregating upto
an amount not exceeding Rs. 5,000 crores (Rupees Five
Thousand Crores only), issuable/redeemable at discount/par/
premium, under one or more shelf disclosure documents,
during the period of 1 (one) year from the date of this
Annual General Meeting, on such terms and conditions as
the Board may, from time to time, determine and consider
proper and most benecial to the Company including as to
when the said NCDs and/or CP be issued, the consideration
for the issue, utilisation of the issue proceeds and all matters
connected with or incidental thereto; provided that the
said borrowing shall be within the overall borrowing limits
of the Company.

(a) Audited Financial Statements of the Company for the

Financial Year ended 31st March, 2015 including the
Audited Balance Sheet as at 31st March, 2015 and the
Statement of Prot and Loss for the year ended on that
date and the Reports of the Board of Directors and
Auditors thereon; and
(b) Audited Consolidated Financial Statements of the
Company for the Financial Year ended 31st March, 2015
including the Audited Consolidated Balance Sheet as
at 31st March, 2015 and the Consolidated Statement of
Prot and Loss for the year ended on that date and the
Report of the Auditors thereon.
2.

To declare a dividend on Ordinary (Equity) Shares.

3.

To appoint a Director in place of Mr. Anand G. Mahindra

(DIN: 00004695), who retires by rotation and, being eligible,
offers himself for re-appointment.

4.

To consider and, if thought t, to pass the following as an

Ordinary Resolution:
RESOLVED that pursuant to section 139 and other applicable
provisions, if any, of the Companies Act, 2013 and the Rules
framed thereunder and pursuant to the recommendation
of the Audit Committee and the Board of Directors and
pursuant to the approval of the Members at the Sixty-Eighth
Annual General Meeting, the Company hereby raties the
appointment of Messrs Deloitte Haskins & Sells, Chartered
Accountants (ICAI Firm Registration Number 117364W) as
Auditors of the Company to hold ofce until the conclusion
of the Seventy-First Annual General Meeting of the
Company to be held in the year 2017, at a remuneration to
be determined by the Board of Directors of the Company in
addition to out of pocket expenses as may be incurred by
them during the course of the Audit.

FURTHER RESOLVED that approval of the Company be

accorded to the Board of Directors of the Company (including
any Committee thereof) to do all such acts, deeds, matters
and things and to take all such steps as may be required in
this connection including seeking all necessary approvals to
give effect to this Resolution and to settle any questions,
difculties or doubts that may arise in this regard.

SPECIAL BUSINESS
5.

To consider and, if thought t, to pass the following as a

Special Resolution:

To consider and, if thought t, to pass the following as an

Ordinary Resolution:

7.

RESOLVED that pursuant to the provisions of section 148

and other applicable provisions, if any, of the Companies Act,
2013 and the Companies (Audit and Auditors) Rules, 2014
(including any statutory modication(s) or re-enactment(s)
thereof, for the time being in force) and pursuant to the
recommendation of the Audit Committee, Messrs N. I.
Mehta & Co., Cost Accountants having Firm Registration
No. 000023, appointed by the Board of Directors of the
Company as Cost Auditors to conduct the audit of the
cost records of the Company for the Financial Year ending
31st March, 2016, be paid a remuneration of Rs. 6,00,000
(Rupees Six Lakhs only) (excluding all taxes and
reimbursement of out of pocket expenses).

To consider and, if thought t, to pass the following as a

Special Resolution:
RESOLVED that pursuant to the provisions of section
180(1)(a) and all other applicable provisions, if any, of
the Companies Act, 2013 and the Rules made thereunder
(including any statutory modication(s) or re-enactment
thereof for the time being in force) (the Act), approval of
the Members of the Company be accorded to authorise the
Board of Directors of the Company (hereinafter referred
to as the Board which term shall be deemed to include
any Committee which the Board may have constituted or
hereinafter constitute to exercise its powers including the
powers conferred by this Resolution) to create mortgages,
charges and hypothecations, in addition to the existing
mortgages, charges and hypothecations, on all or any of
the movable and/or immovable properties, both present

FURTHER RESOLVED that approval of the Company be

accorded to the Board of Directors of the Company (including
1

MAHINDRA & MAHINDRA LIMITED

manner laid down in section 198 of the Companies Act, 2013,

or any statutory modication(s) or re-enactment thereof or
Rs. 38 crores in the aggregate, whichever is lower; provided
that none of such Directors shall, in any Financial Year
individually receive a portion of such remuneration more
than one quarter per cent of the net prots of the Company.

and future, and/or on the whole or substantially the whole

of the undertaking or the undertakings of the Company,
in such manner as the Board may deem t, to or in favour
of all or any of the banks, nancial institutions, bodies
corporate, trusts, any other person(s), for securing any
loan(s), debentures, bonds, or any other type of borrowing
obtained or to be obtained from the banks, nancial
institutions, bodies corporate, trusts, any other person(s),
including but not restricted to securing those facilities which
have already been sanctioned, including any enhancement
therein together with interest, costs, charges, liquidated
damages, expenses and any other moneys payable by the
Company (hereinafter referred to as loans); provided that
the total amount for which the charge is to be created in
respect of loans, under the arrangements entered into/to be
entered into by the Company shall not, at any time exceed
Rs. 5,000 crores.

FURTHER RESOLVED that approval of the Company be

accorded to the Board of Directors (including any Committee
thereof) to do all such acts, deeds, matters and things and
to take all such steps may be required in this connection
including seeking all approvals as may be required to
give effect to this Resolution and to settle any questions,
difculties or doubts that may arise in this regard.
Notes:

FURTHER RESOLVED that approval of the Company be

accorded to the Board of Directors of the Company (including
any Committee thereof) to do all such acts, deeds, matters
and things and to take all such steps as may be required in
this connection including seeking all necessary approvals to
give effect to this Resolution and to settle any questions,
difculties or doubts that may arise in this regard.
8.

To consider and, if thought t, to pass the following as a

Special Resolution:
RESOLVED that pursuant to the provisions of section 14 and
all other applicable provisions, if any, of the Companies Act,
2013 and Rules made thereunder (including any statutory
modication(s) or re-enactment thereof, for the time being
in force), the draft Regulations contained in the Articles of
Association submitted to this Meeting, be approved and
adopted in substitution, and to the entire exclusion, of the
Regulations contained in the existing Articles of Association
of the Company.
FURTHER RESOLVED that approval of the Company be
accorded to the Board of Directors of the Company (including
any Committee thereof) to do all such acts, deeds, matters
and things and to take all such steps as may be required in
this connection including seeking all necessary approvals to
give effect to this Resolution and to settle any questions,
difculties or doubts that may arise in this regard.

9.

To consider and, if thought t, to pass the following as a

Special Resolution:
RESOLVED that in supersession of the Resolution passed by
the Members at the 64th Annual General Meeting held on
28th July, 2010 vide Item No. 9 of the Notice dated 29 th May,
2010, and pursuant to the provisions of sections 197, 198 and
all other applicable provisions, if any, of the Companies Act,
2013 and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 (including any statutory
modication(s) or re-enactment thereof for the time being
in force), the Non-Executive Directors of the Company (i.e.
Directors who are neither the Managing Director nor the
Whole Time Director(s) and such of the remainder as may
not desire to participate), be paid such sum by way of
commission, in addition to the sitting fees for attending the
Meetings of the Board of Directors or Committees thereof
as the Board of Directors may from time to time determine
not exceeding in aggregate, one per cent of the net prots
of the Company for each Financial Year as computed in the

A.

The Explanatory Statement as required under section 102

of the Companies Act, 2013 is annexed hereto. Further,
additional information with respect to Item Nos. 3 and 4 is
also annexed hereto.

B.

A MEMBER ENTITLED TO ATTEND AND VOTE AT THE

MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND
AND VOTE INSTEAD OF HIMSELF AND A PROXY NEED NOT
BE A MEMBER.

C.

The instrument appointing a proxy must be deposited with

the Company at its Registered Ofce not less than 48 hours
before the time for holding the Meeting.

D.

A person can act as a proxy on behalf of Members not

exceeding fty and holding in the aggregate not more
than ten percent of the total share capital of the Company
carrying voting rights. A Member holding more than ten
percent of the total share capital of the Company carrying
voting rights may appoint a single person as proxy and such
person shall not act as a proxy for any other Member. Proxies
submitted on behalf of limited companies, societies, etc.,
must be supported by an appropriate resolution/authority
as applicable. The Proxy-holder shall prove his identity at the
time of attending the Meeting.

E.

The Companys Registrar and Transfer Agents for its Share

Registry Work (Physical and Electronic) are Sharepro Services
(India) Private Limited having their Registered Ofce at
13AB, Samhita Warehousing Complex, 2nd Floor, Sakinaka
Telephone Exchange Lane, Off Andheri Kurla Road, Sakinaka,
Andheri (East), Mumbai-400 072.

F.

The Register of Members and Transfer Books of the Company

will be closed from 18th July, 2015 to 7th August, 2015
(both days inclusive).

G.

The dividend, if declared at the Annual General Meeting,

would be paid/dispatched on or after 8th August, 2015 to
those persons or their mandates:
(a) whose names appear as Benecial Owners as at the
end of the business hours on 17th July, 2015 in the
list of Benecial Owners to be furnished by National
Securities Depository Limited and Central Depository
Services (India) Limited in respect of the shares held in
electronic form; and
(b) whose names appear as Members in the Register
of Members of the Company after giving effect to
valid share transfers in physical form lodged with the
Company/its Registrar and Transfer Agents on or before
17th July, 2015.

MAHINDRA & MAHINDRA LIMITED

H.

distribution of dividend. The Company will not entertain any

direct request from Members holding shares in electronic
mode for deletion of/change in such bank details. Further,
instructions if any, already given by them in respect of shares
held in physical form will not be automatically applicable to
shares held in the electronic mode. Members who wish to
change such bank account details are therefore requested to
advise their Depository Participants about such change, with
complete details of bank account.

Under the Companies Act, 1956 dividends that are

unclaimed/unpaid for a period of seven years are required
to be transferred to the Investor Education and Protection
Fund (IEPF) administered by the Central Government. An
amount of Rs. 58,53,173 being unclaimed/unpaid interim
dividend of the Company for the nancial year ended
31st March, 2007 was transferred in May, 2014 to IEPF and
Rs. 31,78,160 being unclaimed/unpaid nal dividend of the
Company for the nancial year ended 31st March, 2007 was
transferred in September, 2014 to IEPF. No claim lies against
the Company in respect thereof.

K.

The Company has extended the facility of electronic credit

of dividend directly to the respective bank accounts of the
Member(s) through the Electronic Clearing Service (ECS)/
National Electronic Clearing Service (NECS). Members
wishing to avail of this facility are requested to intimate
the Companys Registrar and Transfer Agents/Depository
Participants in the prescribed form and with the prescribed
details. Members located in places where ECS/NECS facility is
not available may submit their bank details to the Registrar
and Transfer Agents. This will enable the Company to
incorporate this information on the dividend warrants and
thus prevent fraudulent encashment.

L.

Pursuant to sections 101 and 136 of the Companies Act,

2013 read with the Rules framed thereunder, the Notice
calling the Annual General Meeting along with the Annual
Report 2014-15 would be sent by electronic mode to those
Members whose e-mail addresses are registered with the
Depository or the Companys Registrar and Transfer Agents,
unless the Members have requested for a physical copy
of the same. For Members who have not registered their
e-mail addresses, physical copies would be sent by the
permitted mode.

Due dates of transferring unclaimed and unpaid dividends

declared by the Company for the nancial year 2007-08 and
thereafter to IEPF:
Financial Year
ended

Date of
declaration of
dividend

Last date for claiming

unpaid/unclaimed
dividend

31st March, 2008

30 th July, 2008

28 th August, 2015

31st March, 2009

30 th July, 2009

30 th August, 2016

31st March, 2010

28 th July, 2010

26th August, 2017

31st March, 2011

8 th August, 2011

6th September, 2018

31st March, 2012

8 th August, 2012

6th September, 2019

31st March, 2013

13th August, 2013

11th September, 2020

31st March, 2014

8 th August, 2014

7th September, 2021

Members who have not encashed the dividend warrants

so far in respect of the aforesaid periods, are requested to
make their claim to Sharepro Services (India) Private Limited
well in advance of the above due dates. It may be noted
that once the amounts in the unpaid dividend accounts are
transferred to IEPF, no claim shall lie against the IEPF or the
Company in respect thereof and the Members would lose
their right to claim such dividend. Pursuant to the provisions
of Investor Education and Protection Fund (Uploading of
information regarding unpaid and unclaimed amounts
lying with companies) Rules, 2012, the Company has
uploaded the details of unpaid and unclaimed amounts
lying with the Company as on 8th August, 2014 (date of last
Annual General Meeting) on the website of the Company
(www.mahindra.com), as also on the website of the Ministry
of Corporate Affairs.
I.

J.

Members are requested to support this Green Initiative

by registering/updating their e-mail addresses with
the Depository Participant (in case of Shares held in
dematerialised form) or with Sharepro Services (India)
Private Limited (in case of Shares held in physical form).
M.

Members are requested to:

(a) intimate to the Companys Registrar and Transfer
Agents, Sharepro Services (India) Private Limited,
changes, if any, in their registered addresses at an early
date, in case of Shares held in physical form;
(b) intimate to the respective Depository Participant,
changes, if any, in their registered addresses at an early
date, in case of Shares held in dematerialised form;

Members can avail of the facility of nomination in respect

of shares held by them in physical form pursuant to the
provisions of section 72 of the Companies Act, 2013. Members
desiring to avail of this facility may send their nomination
in the prescribed Form No. SH-13 duly lled in to Sharepro
Services (India) Private Limited at the above mentioned
address. Members holding shares in electronic form may
contact their respective Depository Participants for availing
this facility.

(c)

quote their folio numbers/Client ID/DP ID in all

correspondence; and

(d) Consolidate their holdings into one folio in case they

hold Shares under multiple folios in the identical order
of names.

The Securities and Exchange Board of India has made it

mandatory for all companies to use the bank account details
furnished by the Depositories and the bank account details
maintained by the Registrar and Transfer Agents for payment
of dividend through Electronic Clearing Service (ECS) to
investors wherever ECS and bank details are available. In the
absence of ECS facilities, the Company will print the bank
account details, if available, on the payment instrument for
3

N.

Members are requested to bring their copy of the Annual

Report to the Annual General Meeting.

O.

Members/Proxies/Representatives are requested to bring the

Attendance Slip enclosed in the Annual Report for attending
the Meeting.

P.

Mr. Sachin Bhagwat, Practicing Company Secretary

(Membership No. ACS10189) has been appointed as the
Scrutiniser to scrutinise the e-voting process in a fair and
transparent manner.

MAHINDRA & MAHINDRA LIMITED

Q.

(xii) Institutional shareholders (i.e. other than

individuals, HUF, NRI, etc.) are required to
send scanned copy (PDF/JPG Format) of the
relevant Board Resolution/Authority Letter,
etc. along with attested specimen signature
of the duly authorized signatory(ies) who
are authorised to vote, to the Scrutinizer by
an e-mail at sbhagwatcs@yahoo.co.in with a
copy marked to evoting@nsdl.co.in.

PROCEDURE FOR REMOTE E-VOTING

I.

II.

In compliance with the provisions of section 108 of

the Companies Act, 2013 read with Rule 20 of the
Companies (Management and Administration) Rules,
2014 as amended and Clause 35B of the Listing
Agreement, the Company is pleased to offer e-voting
facility to its Members in respect of the businesses to be
transacted at the 69 th Annual General Meeting (AGM).
The Company has engaged the services of National
Securities Depository Limited (NSDL) as the Authorized
Agency to provide e-voting facility.

B.

Members are requested to note that the Company is

providing facility for remote e-voting and the business
may be transacted through electronic voting system. It
is hereby claried that it is not mandatory for a Member
to vote using the remote e-voting facility. A Member
may avail of the facility at his/her/its discretion, as per
the instructions provided herein:

(i)

III.

In case of any queries, you may refer to the Frequently

Asked Questions (FAQs) for Shareholders and e-voting
user manual for Shareholder available at the downloads
section of NSDLs e-voting website www.evoting.nsdl.com
or call on toll free No. 1800-222-990. In case of any
grievance(s) in connection with voting by electronic means,
you may send an e-mail to investors@mahindra.com or
sharepro@shareproservices.com.

IV.

If you are already registered with NSDL for e-voting

then you can use your existing user ID and password/
PIN for casting your vote.

V.

The e-voting period commences on Monday, 3rd August,

2015 (9:00 a.m. IST) and ends on Thursday, 6th August,
2015 (05:00 p.m. IST). During this period, Members of
the Company, holding shares either in physical form
or in dematerialised form, as on the cut-off date i.e.
31st July, 2015, may cast their vote electronically through
remote e-voting. A person who is not a Member as on
the cut-off date should treat this Notice for information
purposes only.

In case a Member receives an e-mail from NSDL

[for members whose e-mails IDs are registered
with the Company/ Depository Participant(s)]:
(i)

Open e-mail and open the PDF le

M&M e-voting.pdf attached to the e-mail,
using your Client ID/Folio No. as password.
The said PDF le contains your User ID and
Password/PIN for e-voting. Please note that
the Password provided in PDF is an Initial
Password.

(ii) Launch an internet browser by typing

the following URL: https://www.evoting.nsdl.
com/
(iii) Click on Shareholder - Login.
(iv) Put User ID and Initial Password as noted in
step (i) above and click on Login.
(v)

Password change menu will appear. Change

the Password with a new Password of your
choice with minimum 8 digits/characters or
combination thereof. Please note the new
Password. It is strongly recommended not
to share your Password with any person and
take utmost care to keep it condential.

Once the vote on a resolution is cast by the Member, the

Member shall not be allowed to change it subsequently.
At the end of the remote e-voting period, the facility
shall forthwith be blocked. The Company has opted
to provide the same electronic voting system at the
AGM, as used during remote e-voting and the said
facility shall be in operation till all the resolutions are
considered and voted upon in the meeting and may be
used for voting only by the Members holding shares as
on the cut-off date, attending the AGM and who have
not already cast their vote through remote e-voting.
Members who have cast their vote through remote
e-voting may also attend the meeting but shall not be
entitled to cast their vote again.

(vi) Home page of e-voting opens. Click on

e-Voting Active Voting Cycles.
(vii) Select EVEN (E-voting Event Number) of
Mahindra & Mahindra Limited.
(viii) Now you are ready for e-voting as Cast Vote
page opens.

VI. The voting rights of members shall be in proportion to

their share in the paid-up equity share capital of the
Company as on Friday, 31st July, 2015, being the cut-off
date. Members are eligible to cast vote only if they are
holding shares as on that date.

(ix) Cast your vote by selecting appropriate option

and click on Submit and also Conrm when
prompted.
(x)

EVEN, User ID and Initial Password/PIN will

be provided at the bottom of the Attendance
Slip for the AGM.

(ii) Please follow all steps from Sr. No. (ii) to

Sr. No. (xii) mentioned above, to cast vote.

Instructions:
A.

In case a member receives physical copy of the

Notice of AGM [for members whose e-mails IDs
are not registered with the Company/ Depository
Participant(s)]:

Upon conrmation, the message Vote cast

successfully will be displayed.

VII. Members of the Company who acquire shares after the

dispatch of the Notice and hold shares as on the cutoff date i.e. 31st July, 2015, may obtain the user ID and

(xi) Once you have conrmed your vote on the

resolution, you cannot modify your vote.
4

MAHINDRA & MAHINDRA LIMITED

IX. The route map of the venue of the Meeting is given in

the Notice. The prominent landmark for the venue is
that it is next to Bombay Hospital.

Password by sending a request at evoting@nsdl.co.in or

investors@mahindra.com. However, if they are already
registered with NSDL for remote e-voting, then they can
use their existing user ID and password/PIN for casting
their vote. If they have forgotten their password, they
can reset their password by using Forgot User Details/
Password option available on www.evoting.nsdl.com or
contact NSDL at the following toll free No. 1800-222-990.

By Order of the Board

NARAYAN SHANKAR
Company Secretary
Registered Ofce:

VIII. The results shall be declared not later than forty-eight

hours from conclusion of the meeting. The results
declared along with the Scrutinisers Report will be placed
on the website of the Company at www.mahindra.com
and the website of NSDL: https://www.evoting.nsdl.com
immediately after the result is declared by the Chairman
and will simultaneously be forwarded to BSE Limited and
National Stock Exchange of India Limited, where Equity
Shares of the Company are listed.

Gateway Building, Apollo Bunder,

Mumbai - 400 001.
CIN
: L65990MH1945PLC004558
e-mail : investors@mahindra.com
Website : www.mahindra.com
Tel.
: +91 22 22895500
Fax
: +91 22 22875485
29th May, 2015

Additional Information with respect to Item Nos. 3

and 4

Mr. Mahindra is a Member/Chairman of the following Board

Committees, as indicated below:
Sr. Name of the
No. Company

ITEM NO. 3:
Mr. Anand G. Mahindra, the Chairman & Managing Director of
the Company is liable to retire by rotation and being eligible, has
offered himself for re-appointment.
Mr. Anand Mahindra has completed 60 years of age. He has
graduated with Honours (Magna cum laude) from Harvard College,
Cambridge, Massachusetts, in 1977. In 1981 he secured an MBA
degree from the Harvard Business School, Boston, Massachusetts.
He returned to India that year and joined Mahindra Ugine Steel
Company Limited (MUSCO), the countrys foremost producer of
specialty steels, as Executive Assistant to the Finance Director. In
1989 he was appointed President and Deputy Managing Director
of MUSCO. During his stint at MUSCO, he initiated the Mahindra
Groups diversication into the new business areas of real estate
development and hospitality management.
On 23rd November, 1989, he was inducted on the Board of
Mahindra & Mahindra Limited, the countrys dominant producer
of off-road vehicles and agricultural tractors. In the summer of
1991, he was appointed Deputy Managing Director thereof. He
initiated a comprehensive change programme in Mahindra &
Mahindra Limited to make the Company an efcient and aggressive
competitor in the new liberalized economic environment in India.
In April, 1997, he was appointed Managing Director of Mahindra
& Mahindra Limited, and in January, 2001 given the additional
responsibility of Vice Chairman. He was appointed as Chairman and
designated as Chairman & Managing Director with effect from the
conclusion of the 66th AGM of the Company held on 8th August, 2012.
Mr. Mahindra is the Chairman of Mahindra & Mahindra Limited,
Tech Mahindra Limited, Mahindra First Choice Wheels Limited
and Mahindra Two Wheelers Limited. He is on the Boards of
several companies viz. Mahindra Holdings Limited, Prudential
Management & Services Private Limited, Naandi Community
Water Services Private Limited, Araku Originals Limited, Tech
Mahindra Foundation, Avion Aerosols Private Limited, The
Mahindra United World College of India, Breach Candy Hospital
Trust, Prana Holdings Inc. and US-India Business Council.
During the year 1st April, 2014 to 31st March, 2015, 5 (ve)
Board Meetings of the Company were held, out of which
Mr. Anand Mahindra had attended 4 (four) meetings in person
and participated in 1 (one) meeting through audio call.

1. Mahindra &
Mahindra Limited

2. Mahindra Two
Wheelers Limited

Name of the Committee

Position
held

Stakeholders Relationship Committee

Member

Research & Development Committee

Member

Loans & Investment Committee

Chairman

Committee of Directors to consider

sale of assets of the Company

Member

Strategic Investment Committee

Chairman

Corporate Social Responsibility

Committee

Member

Remuneration Committee

Member

The terms and conditions of re-appointment and remuneration

of Mr. Mahindra would be governed by the terms and conditions
approved by the Members of the Company at the Annual General
Meeting held on 8th August, 2012. The remuneration paid to
Mr. Mahindra during the Financial Year 2014-15 is Rs. 598.18 lakhs.
In respect of the information to be provided under Clause 49 of
the Listing Agreement, pertaining to the above re-appointment,
Members are requested to kindly refer the Chapter on the
Corporate Governance in the Annual Report.
Mr Mahindra holds 7,15,004 Ordinary (Equity) Shares of Rs. 5
each and none of the Directors and Key Managerial Personnel of
the Company are inter-se related to each other.
ITEM NO. 4:
At the last Annual General Meeting (AGM) held on 8th August,
2014, Members had approved appointment of Messrs Deloitte
Haskins & Sells, Chartered Accountants (ICAI Firm Registration
Number 117364W) as Auditors of the Company to hold ofce until
the conclusion of the Seventy-First AGM of the Company to be
held in the year 2017, subject to ratication of the appointment
by the Members at every AGM held thereafter. The appointment
of the Auditors was approved at the last AGM in pursuance of
the second proviso of section 139(2), which grants a three-year
transition period for appointment of a new Audit rm in place
of an existing Audit rm which has completed two term of 5
consecutive years each.
In terms of the requirement of rst proviso of section 139(1),
Members are requested to ratify the appointment of Auditors
to hold ofce until the conclusion of the Seventy-First Annual
General Meeting of the Company to be held in the year 2017.
5

MAHINDRA & MAHINDRA LIMITED

Explanatory Statement in respect of the Special

Businesses pursuant to section 102 of the Companies
Act, 2013

The Company seeks to pass an enabling resolution to borrow

funds from time to time by offer of securities including but
not limited to Non-Convertible Debentures and/or Commercial
Paper for an amount not exceeding Rs. 5,000 crores (Rupees Five
Thousand Crores only), at a discount or at par or at a premium
and at such interest as may be appropriate considering the
prevailing money market conditions at the time of the borrowing
but not exceeding 10.50% p.a.

ITEM NO. 5:
The Board of Directors, at its Meeting held on 29 th May, 2015,
upon the recommendation of the Audit Committee, approved
the appointment of Messrs N. I. Mehta & Co., Cost Accountants,
as Cost Auditors of the Company for conducting the audit of
the cost records of the Company, for the Financial Year ending
31st March, 2016 at a remuneration of Rs. 6 lakhs (Rupees Six
Lakhs only) (excluding all taxes and reimbursement of out of
pocket expenses).

As on 31st March, 2015, the aggregate of the paid-up capital and

free reserves of the Company stood at Rs. 16,775.65 crores. As
on 31st March, 2015, the Company had outstanding borrowings of
Rs. 3,729.26 crores. Hence, the approval sought for offer of
securities including but not limited to Non-Convertible Debentures
and/or Commercial Paper, shall be within the overall borrowing
limits of the Company.

Pursuant to section 148 of the Companies Act, 2013 read with

the Companies (Audit and Auditors) Rules, 2014, Members of a
company are required to ratify the remuneration to be paid to
the cost auditors of that company.

Accordingly, consent of the Members is sought for passing a

Special Resolution as set out at Item No. 6 of the Notice.

Accordingly, consent of the Members is sought for passing an

Ordinary Resolution as set out at Item No. 5 of the Notice for
ratication of the remuneration payable to the Cost Auditors for
conducting the audit of the cost records of the Company for the
Financial Year ending 31st March, 2016.

None of the Directors, Key Managerial Personnel of the Company

and their relatives are, in any way, concerned or interested,
nancially or otherwise, in the Resolution set out at Item No. 6
of the Notice.
The Board commends the Special Resolution set out at Item No. 6
of the Notice for approval by the Members.

None of the Directors, Key Managerial Personnel of the Company

and their relatives are, in any way, concerned or interested,
nancially or otherwise, in the aforesaid Resolution except to the
extent of their shareholding, if any, in the Company.

ITEM NO. 7:
Section 180(1)(a) of the Companies Act, 2013 provides, inter alia,
that the Board of Directors of a public company shall not, without
the consent of a public company in general meeting, sell, lease
or otherwise dispose of the whole, or substantially the whole, of
the undertaking(s) of the Company or where the Company owns
more than one undertaking, of the whole or substantially the
whole of any such undertaking.

The Board commends the Ordinary Resolution set out at Item

No. 5 of the Notice for approval of the Members.
ITEM NO. 6:
In terms of section 42 of the Companies Act, 2013 read with Rule 14
of the Companies (Prospectus and Allotment of Securities) Rules,
2014 (the Rules), a Company shall not make Private Placement of
its Securities unless the proposed offer of Securities or invitation
to subscribe to Securities has been previously approved by the
Members of the Company by a Special Resolution. In case of
an offer or invitation for offer of Non-Convertible Debentures,
the Company can pass a Special Resolution once a year for all
the offers or invitations to be made for such Debentures during
the year.

As per the Circular dated 25th March, 2014 issued by the Ministry
of Corporate Affairs, the Resolution passed under the erstwhile
section 293 of the Companies Act, 1956 prior to 12th September,
2013 with reference to borrowings (subject to the limits
prescribed) and/or creation of security on assets of the company
will be regarded as sufcient compliance of the requirements of
section 180 of the Companies Act, 2013 for a period of one year
from the date of notication of section 180 of the Companies
Act, 2013 i.e. upto 11th September, 2014. As such, it is necessary to
obtain fresh approval of Members under section 180(1)(a) of the
Companies Act, 2013.

In order to augment resources for, inter alia, the ongoing capital

expenditure, long term working capital/short term working
capital and for general corporate purposes, the Company may
offer or invite subscription for securities including but not
limited to secured/unsecured redeemable Non-Convertible
Debentures and/or Commercial Paper, in one or more series/
tranches on private placement, issuable/redeemable at
discount/par/premium.

The Company may be required to secure some of the borrowings

by creating mortgage/charge on all or any moveable and
immoveable assets of the Company, in the form and manner
as may be determined by the Board, from time to time, in
consultation with the lender.
6

MAHINDRA & MAHINDRA LIMITED

As per the provisions of the Companies Act, 2013, a company

can borrow money upto aggregate of the paid-up share capital
and free reserves (apart from temporary loans obtained from the
Companys bankers in the ordinary course of business) without
the shareholders approval. As on 31st March, 2015, the aggregate
of the paid-up capital and free reserves of the Company stood
at Rs. 16,775.65 crores. As on 31st March, 2015, the Company had
outstanding borrowings of Rs. 3,729.26 crores.

the provisions of the Act including the Rules framed thereunder.

The new AoA to be substituted in place of the existing AoA
are largely based on Table F of the Act which sets out the
model Articles of Association for a company limited by shares.
Shareholders attention is invited to certain salient provisions in
the new draft AoA of the Company viz:

The Company may need to fund both organic as well as inorganic

growth opportunities, including but not limited to capital
expenditure, acquisitions in both India and abroad, long term
working capital and general corporate purposes. The rates in
International markets are low and are expected to move up
the curve in the near future. At opportune times it may also be
prudent to borrow to take advantage of the low levels keeping in
mind the future growth requirements of the Company.

(b) New provisions relating to appointment of Chief Executive

Ofcer and Chief Financial Ofcer, in addition to Manager
and Company Secretary;

(a) Existing articles have been streamlined and aligned with the
Act;

(c)

Considering the above, and the fact that even any modication to
the charge/mortgage already created on the assets of the Company
would require shareholders approval owing to the MCA Circular
dated 25th March, 2014, it is proposed to obtain approval of
Members by way of a Special Resolution under section 180(1)(a)
of the Companies Act, 2013 for creation of charges/mortgages/
hypothecations in respect of loans, under the arrangements
entered into/to be entered into by the Company for an amount
which shall not, at any time exceed Rs. 5,000 crores.

The statutory provisions of the Act which permit a company

to do some acts if so authorised by its articles or provisions
which require a company to do acts in a prescribed manner
unless the articles otherwise provide have been specically
included; and

(d) Provisions of the existing AoA which are already part of

statute in the Act have not been reproduced in the new
draft AoA as they would only lead to duplication their
non-inclusion makes the new AoA crisp, concise and clear
and aids ease of reading and understanding.
The proposed draft AoA is being uploaded on the Companys website at
http://www.mahindra.com/Investors/Mahindra-and-Mahindra/Resource
for perusal by the Members and is also available for inspection of
the Members in physical or in electronic form at the Registered
Ofce of the Company between 10.00 a.m. to 12.00 noon, on all
working days (except Saturdays, Sundays and Public Holidays), up
to the date of the Annual General Meeting (AGM) and copies
thereof shall also be made available for inspection in physical
or electronic form at the Corporate Ofce of the Company
situated at Mahindra Towers, 5th Floor, Dr. G. M. Bhosale Marg,
Worli, Mumbai - 400 018 as well as during the AGM at the venue
thereof.

None of the Directors, Key Managerial Personnel of the Company

and their relatives are, in any way, concerned or interested,
nancially or otherwise, in the aforesaid Resolution except to the
extent of their shareholding, if any, in the Company.
The Board commends the Special Resolution set out at Item No. 7
of the Notice for approval of the Members.
ITEM NO. 8:
The Articles of Association (AoA) of the Company as currently in
force was originally adopted when the Company was incorporated
under the Companies Act, 1913 and further amendments were
made, from time to time, over the past several years. The existing
AoA are based on the Companies Act, 1956 and as such several
regulations in the existing AoA contain references to specic
sections of the Companies Act, 1956. Moreover, some regulations
in the existing AoA are no longer in conformity with the
Companies Act, 2013 (the Act). The Act is now in force (barring
certain provisions). As substantive sections of the Act which deal
with the general working of companies stand notied, several
regulations of the existing AoA of the Company require alteration
or deletions.

None of the Directors, Key Managerial Personnel of the

Company and their relatives are, in any way, concerned or
interested, nancially or otherwise, in the aforesaid Special
Resolution except to the extent of their shareholding, if any, in
the Company.
The Board commends the Special Resolution set out at Item No. 8
of the Notice for approval of Members.
ITEM NO. 9:
The Members at the 64th Annual General Meeting of the
Company held on 28th July, 2010, had passed a Special Resolution
for payment of commission of upto 1% per annum of the net
prots of the Company to the Directors of the Company, other
than the Directors who are in the whole-time employment of the
Company, the Managing Director, Executive Director(s) and such

Given this position, it is considered expedient to wholly replace

the existing AoA by a new set of Articles to make it consistent with
7

MAHINDRA & MAHINDRA LIMITED

other Directors as may not desire to participate, for a period of ve

years with effect from 1st November, 2010 and such commission
be distributed amongst and paid to the aforesaid Directors in
such proportions as they may, from time to time, decide between
themselves, subject to a limit of one quarter per cent of the net
prots for any such Director.

maximum limit of 1% of the Net Prots for each nancial year in

aggregate, under the erstwhile section 309 of the Companies Act,
1956 subject to a cap of one quarter percent individually.
The Resolution set out at Item No. 9 of the Notice is in accordance
with the provisions of sections 197 and 198 of the Companies
Act, 2013 and proposes to seek approval of the Members subject
to the same maximum limit of commission per nancial year as
was previously approved by the Members, with an additional
stipulation of a monetary limit of Rs. 38 crores, which is
approximately equal to one percent of the Net Prots of the
Company for the Financial Year 2014-15, calculated in accordance
with section 198 of the Companies Act, 2013, as the maximum
amount of aggregate commission that can be paid to the
Directors of the Company (both existing and future appointments
to the Board), other than Directors who are in the whole-time
employment of the Company, the Managing Director, Executive
Director(s) and such other Directors in any year as may not desire
to participate.

In accordance with the approval of the Board, all the NonExecutive Directors are currently paid a remuneration which is
a combination of xed commission and a variable commission.
While deciding the commission, various factors such as Directors
participation in Board and Committee Meetings during the
year, other responsibilities undertaken, such as Membership or
Chairmanship of Committees, etc. are taken into consideration.
In addition, the Non-Executive Directors are paid sitting fees for
attending the meetings of the Board or Committees thereof. NonExecutive Directors are paid sitting fees of Rs. 1,00,000 each for
every Meeting of the Board, Rs. 50,000 each for every Meeting of
the Committee attended (other than Stakeholders Relationship
Committee). The sitting fees for Stakeholders Relationship
Committee is Rs. 10,000 per Meeting.

The details of each of the existing Non-Executive Director,

inter alia, including age, qualications, experience, details of
remuneration last drawn by such person, relationship with other
Directors and Key Managerial Personnel of the Company, the
number of Meetings of the Board attended during the year and
other Directorships, Membership/Chairmanship of Committees
of other Boards are annexed to the Notice and form part of the
Explanatory Statement.

The provisions of sections 197(1)(ii) and 197(4) of the Companies

Act, 2013 empower the Board to approve remuneration to the
Directors of the Company, other than Directors who are in the
whole-time employment of the Company, the Managing Director,
Executive Director(s) and such other Directors as may not desire
to participate, not exceeding one percent of the Net Prots of the
Company, as long as it is determined pursuant to the Articles of
Association of the Company, or approved by the Company in the
General Meeting.

None of the Directors (except Non-Executive Directors) or

Key Managerial Personnel of the Company and their relatives
are concerned or interested (nancially or otherwise) in the
Resolution set out in Item No. 9 of the Notice.

Whilst the new Articles of Association proposed for adoption at

Item No. 8 empowers the Board to approve remuneration within
the provisions of section 197 of the Companies Act, 2013, approval
of Members is being explicitly sought by way of Special Resolution
as the existing Resolution passed at the 64th Annual General
Meeting of the Company held on 28th July, 2010 had empowered
payment of commission to the Directors of the Company, other
than the Directors who are in the whole-time employment of the
Company, the Managing Director, Executive Director(s) and such
other Directors as may not desire to participate, for a period of
ve years with effect from 1st November, 2010.

The Board commends the Special Resolution set out at Item No. 9
of the Notice for approval by the Members.

By Order of the Board

NARAYAN SHANKAR
Company Secretary

Registered Ofce:

During the year under review, the Non-Executive Directors were

paid a commission of Rs. 221.07 lakhs (provided for in the accounts
for the year ended 31st March, 2014), distributed amongst the
Directors. A commission of Rs. 207.33 lakhs has been provided as
payable to the Non-Executive Directors in the accounts for the
year under review which is commensurate with the size and scale
of the Company.

Gateway Building, Apollo Bunder,

Mumbai - 400 001.
CIN
: L65990MH1945PLC004558
e-mail : investors@mahindra.com
Website : www.mahindra.com
Tel.
: +91 22 22895500
Fax
: +91 22 22875485

In the past, the Company had sought approval of the Members

for payment of commission to Non-Executive Directors upto a

29 th May, 2015
8

70 years

Fellow Member of
Institute of Chartered
Accountants (England
and Wales)

Banking and
Insurance Industry

Age

Qualications

Experience

1,12,180

Shareholding in the
Company (No. of
Ordinary (Equity)
Shares)

* Includes perquisite value of ESOPs exercised.

Number of Board
Meetings attended
during the year

29/08/1990

Date of rst
appointment on the
Board

Relationship with
Other Directors and
KMP

0.33

Details of
Remuneration last
drawn (Rs. in crores)

Details of
Remuneration sought
to be paid

Terms and Conditions Appointed for

of Appointment and
a period of 3
Re-appointment
consecutive years
commencing from
8 th August, 2014

Mr. Deepak S. Parekh

Particulars

ITEM NO. 9

Annexure to Notice

4,28,019

28/08/1992

0.33

Appointed for
a period of 4
consecutive years
commencing from
8 th August, 2014

Industrialist having
rich business
experience

B.S. Chemical
Engineering (M.I.T,
USA)
M.S. Chemical
Engineering
(Stanford, USA)

64 years

Mr. Nadir B. Godrej

Will relinquish his

position as a Director
from the conclusion
of the Annual General
Meeting to be held
on 7th August, 2015
Appointed for
a period of 5
consecutive years
commencing from
8 th August, 2014

40 years in an
Practicing Advocate
executive position
and Solicitor
with Mahindra &
Mahindra Limited in
the elds of Finance,
Accounts, Corporate
Affairs, Information
Technology and
General Management.
Commenced and led
the Financial Services
Sector in the group.

59 years

Mr. S. B. Mainak
(Nominee of LIC)

Appointed for
a period of 5
consecutive years
commencing from
8 th August, 2014

Strategy and
Management
consultancy

Liable to retire by
rotation

Investment, Finance
& Accounts and
Marketing

M.Phil (Economics)
B.Com, ACA
from Nufeld College
Oxford University,
M.A. (Economics)
from Balliol College,
Oxford University and
B.A. (Economics) from
Delhi University

69 years

Mr. Anupam Puri

6,09,724

28/08/1992

2.51*

83,088

21/08/1997

0.36

Nil

30/01/2001

0.25

Nil

13/11/2013

0.22

Nil

30/05/2012

0.27

Appointed for
a period of 5
consecutive years
commencing from
8 th August, 2014

Advisory for Global

Affairs

B.A. in Political
Science from Bombay
University M.A.
and PH.D (Asian
Art History) from
University of Michigan

66 years

Dr. Vishakha N. Desai

None of the Directors of the Company are inter-se related to each other or with the Key Managerial Personnel of the Company

1,00,000

28/08/1992

0.34

70 years

Mr. R. K. Kulkarni

Fellow Member of The Bachelor of Science,

Institute of Chartered Masters Degree
Accountants of India in Law
and The Institute of
Company Secretaries
of India, Masters
Degree in Law, PMD
(Harvard), Fellow of
Salzburg Seminar on
Asian Economies :
Regional and Global
Relationships

65 years

Mr. Bharat Doshi

The details of commission sought to be paid to Non-Executive Directors are indicated in Resolution No. 9.

Appointed for
a period of 4
consecutive years
commencing from
8 th August, 2014

Technology and
Research Strategies

Bachelors degree in
Chemical Engineering
from AC college
of Technology and
Master of Science
Degree in Chemical
Engineering from
University of
Michigan, USA.

59 years

Mr. M. M.
Murugappan

Nil

30/05/2012

0.30

Appointed for
a period of 5
consecutive years
commencing from
8 th August, 2014

Senior Executive;
Petroleum Industry

Bachelors degree in
Mathematics from
St. Stephens College
Delhi, Masters
degree in Politics
and Economics from
Magdalen Oxford
University, UK,
Masters Degree in
Energy Economics
from the Fletcher
School of Law and
Diplomacy, Tufts
University USA

62 years

Mr. Vikram Singh

Mehta

MAHINDRA & MAHINDRA LIMITED

1. Housing
Development
Finance
Corporation
Limited

Other Directorships
(excluding Mahindra
& Mahindra Limited)

10

Company Ltd.

9. Godrej Tyson
Foods Ltd.

8. Isprava
Technologies
Limited

7. Godrej Agrovet
Ltd.

6. Godrej & Boyce

Mfg. Co. Ltd.

11. ACI Godrej

Agrovet Pvt. Ltd.,
Bangladesh

17. Indian School of

Business (section 8
company)

16. Indian Institute

for Human
Settlements
(section 8
company)

15. HT Parekh
Foundation
(section 8
company)

14. Breach Candy

Hospital Trust
(section 8
company)

13. Barwale
Foundation
(section 8
company)

Ltd.

13. Kinky Group Pty.

Ltd.
12. Vedanta Resources
Plc, London
14. Godrej Nigeria

11. DP World

10. BAE Systems India 12. Godrej South

(Services) Pvt. Ltd.
Africa Pty. Ltd.

9. Fairfax India
Holdings
Corporation

2. M. M. Muthiah
Research
Foundation
(section 8
company)

1. Ambadi
Investments
Private Limited

Mr. M. M.
Murugappan

17. Thukela
Refractories
Isithebe Limited

16. CUMI Abrasives

and Ceramics
Company Limited

15. Forskor Zirconia

Pte Ltd.

14. Volzhsky Abrasive

Works

13. Cholamandalam
Investment and
Finance Company
Limited

12. IIT Madras

Research Park
(section 8
company)

11. Shanthi Gears

Limited

10. New Ambadi

Estates Private
Limited

9. Murugappa
Holdings Limited

8. Tube Investments
of India Limited

7. Wendt India
Limited

6. Idea Lab (India)

Private Limited

5. Murugappa
Morgan Thermal
Ceramics Ltd.

4. Cyient Limited

4. Tata Teleservices
(Maharashtra) Ltd. 3. Carborundum
Universal Limited
5. The Indian Hotels

3. Godrej Properties
Ltd.

2. Godrej Industries
Ltd.

1. Godrej Consumer
Products Ltd.

Mr. Nadir B. Godrej

8. Network 18 Media 10. Godrej

& Investments
International
Limited
Limited

7. The Indian Hotels

Company Limited

6. Siemens Limited

5. GlaxoSmithKline
Pharmaceuticals
Limited

4. HDFC ERGO
General Insurance
Company Limited

3. HDFC Standard
Life Insurance
Company Limited

2. HDFC Asset
Management
Company Limited

Mr. Deepak S. Parekh

Particulars

Mr. R. K. Kulkarni

12. K.C. Mahindra

Education Trust

11. Mahindra
Foundation

10. Mahindra
Foundation (UK)

9. Mahindra
Foundation (USA)

8. Indian Institute
of ManagementTiruchirapalli

7. Indian Council on
Global Relations
(section 8
company)

6. The Mahindra
United World
College of
India (section 8
company)

5. Godrej Consumer
Products Ltd.

4. Mahindra
Holdings Ltd.

3. Tech Mahindra
Limited

2. Mahindra &
Mahindra
Financial Services
Ltd.
2. Mumbai Mantra
Media Ltd.

1. Dr. Reddys
Laboratories
Limited

Mr. Anupam Puri

10. Landmark
Education India

9. New Democratic
Electoral Trust

8. Mahindra Trustee
Company Pvt. Ltd.

7. Lavgan Dockyard
Pvt. Ltd.

6. Elantas Beck India

Ltd.

5. Tech Mahindra
Limited

3. Entertainment
Network India Ltd. 3. Tech Mahindra
Limited
4. Khaitan
Consultants
Limited

2. Styrolution ABS
(India) Ltd.

1. Mahindra
1. Chowgule
Intertrade Limited
Steamships Ltd.

Mr. Bharat Doshi

9. Kenindia
Assurance Co. Ltd.

8. LIC Housing
Finance Ltd.

7. ITC Limited

6. LIC HFL AMC

Limited

11. Mahindra
Electoral Trust
Company

10. Hotel
Leelaventure Ltd.

9. L&T Hydro
Carbons Ltd.

8. Thomson Reuters
Funders Share
Co. Ltd.

7. Hindustan Media
Ventures Ltd.

6. Brookings
Institution India
Centre (section 8
company)

5. Apollo Tyres
Limited

4. Vodafone India
Limited

5. National Stock
Exchange of India
Ltd.

4. LIC (Nepal) Ltd.

2. N V Advisory
Services Private
Limited

1. Colgate-Palmolive
(India) Limited

Mr. Vikram Singh

Mehta

3. Larsen and Toubro

Limited

Nil

Dr. Vishakha N. Desai

3. LIC Cards Services

Ltd.

2. LIC Nomura
Mutual Fund
Trustee Company
Pvt. Ltd.

1. LIC of India

Mr. S. B. Mainak
(Nominee of LIC)

MAHINDRA & MAHINDRA LIMITED

Mr. Deepak S. Parekh

2. Godrej Industries
Limited
s 3 TAKEHOLDERS
Relationship
Committee
Member

1. Godrej Consumer
Products Ltd.
s 3TAKEHOLDERS
Relationship
Committee
Chairman
s #ORPORATE3OCIAL
Responsibility
Committee
Chairman

Mr. Nadir B. Godrej

3. The Indian Hotels

Company Ltd.
s .
OMINATION
Remuneration
Committee
Member
s #
ORPORATE3OCIAL
4. HDFC Asset
Responsibility
Management
Committee

Company Limited
Member
s 2ISK#OMMITTEE
Chairman
4. Godrej Agrovet
Ltd.
s #
ORPORATE3OCIAL
Responsibility
Committee
Chairman

3. GlaxoSmithKline
Pharmaceuticals
Limited
s !UDIT
Committee
Member
s )NVESTORS
Grievance
Committee
Chairman

Membership/
1. The Indian Hotels
Chairmanship of
Company Limited
Committees of other s !UDIT
Boards (excluding in
Committee
Mahindra & Mahindra
Member
Limited)
2. Siemens Limited
s !UDIT
Committee
Member
s 2EMUNERATION
Committee
Member

Particulars

11
7. Ambadi
Investments
Private Limited
s !UDIT
Committee
Member

6. Murugappa
Holdings Limited
s !UDIT
Committee
Member

5. Carborundum
Universal Limited
s 3TAKEHOLDERS
Relationship
Committee
Chairman

Mr. R. K. Kulkarni

Godrej Consumer
Products Ltd.
s !
UDIT
Committee
Chairman
s .
OMINATION
Remuneration
Committee
Member
s 2
ISK
Management
Committee
Member

Tech Mahindra
Limited
s %
XECUTIVE
Committee
Member
s )NVESTMENT
Committee
Member

Holdings Limited
s , OANS
Investment
Committee
Member
s .
OMINATION
Remuneration
Committee
Member

2. LIC (Nepal) Ltd.

s !
UDIT
Committee
Chairman
s 2
ISK
Management
Committee
Member

2. Mumbai Mantra
Media Ltd.
s !UDIT
Committee
Member
s .OMINATION
Remuneration
& Governance
Committee
Member

6. Lavgan Dockyard
Pvt. Ltd.
s !
UDIT
Committee
Member

5. Chowgule
Steamships Ltd.
s .
OMINATIONAND
Remuneration
Committee
Member
s 3 TAKEHOLDERS
Relationship and
Shareholders
Grievance
Committee
Member

4. Styrolution ABS
(India) Ltd.
s !
UDIT
Committee
Member
s 2
EMUNERATION
and Nomination
Committee
Member

5. LIC Housing
Finance Ltd.
s %
XECUTIVE
Committee
Chairman
s .
OMINATION
Remuneration
Committee
Member
s #
32#OMMITTEE
Chairman
s $
EBENTURE
Allotment
Committee
Chairman

4. National Stock
Exchange of India
Ltd.
s #
OMMITTEE
for Approval
of acquisition
of premises
Member

3. ITC Limited
s #
32
Sustainability
Committee
Member

1. LIC of India
s )NVESTMENT
Committee
Member
s %
XECUTIVE
Committee
Member

Mr. S. B. Mainak
(Nominee of LIC)

1. Dr. Reddys
Laboratories
Limited
s 'OVERNANCE
Compensation
Committee
Member

Mr. Anupam Puri

3. Tech Mahindra
Limited
3. Entertainment
s !UDIT
Network (India)
Committee
Ltd.
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1. Mahindra
1. Elantas Beck India
Intertrade Limited
Ltd.
s .
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Chairman
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2. Tech Mahindra
2. Mahindra &
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Mr. Bharat Doshi

3. Cyient Limited
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Limited
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Member
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2. Wendt India
Limited
s 3TAKEHOLDERS
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1. Tube Investments
of India Limited
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Mr. M. M.
Murugappan
Nil

Dr. Vishakha N. Desai

3. Colgate-Palmolive
(India) Limited
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2. Larsen and Toubro

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Mr. Vikram Singh

Mehta

MAHINDRA & MAHINDRA LIMITED

Route Map to the venue of the AGM

MAHINDRA & MAHINDRA LIMITED

12
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5

RESILIENCE THROUGH
CUSTOMER CENTRICITY

RESILIENCE THROUGH MARKET LEADERSHIP

Ranked 3rd in JD Power SSI survey

Sustained market leadership in Tractors

for over 3 decades

Ranked 4th in JD Power CSI Study

5 millionth vehicle rolled out in January 2015

RESILIENCE THROUGH
PORTFOLIO DIVERSIFICATION

RESILIENCE THROUGH
STRONG FINANCIALS

Market value of investments in

listed entities ~ Rs. 30,000
crores (invested value
~ Rs. 4,200 crores)

EBITDA (including MVML) grew

at 19% CAGR over the last
decade

R e silie nce

AAA rating from all major rating

agencies citing Mahindras
Resilience to Economic Cycles

RESILIENCE THROUGH INNOVATION

RESILIENCE IN
VALUE CREATION

World class R&D Center at Mahindra Research Valley, Chennai

100% increase in patent applications

Share price growth at 25%

CAGR over the last decade
Unbroken dividend record
since listing on BSE in 1956

In January 2015, Mahindra rolled out its 5 millionth vehicle from

its automotive plant at Kandivali, Mumbai. The companys legendary
4x4 off-road vehicle, the Mahindra Thar was chosen for this momentous
milestone. Dr. Pawan Goenka, Executive Director, Mahindra & Mahindra Ltd.
and Group President (Auto & Farm Sector) presided over the ceremony and
dedicated this signicant achievement to each and every member of the
Mahindra family.

Mahindra Drives in the

New Age XUV500
The New Age XUV 500 is packed with a host of
cutting-edge technology features, bold new
cheetah-inspired exterior styling, plush and
premium new interiors, exhilarating performance
and best-in-class safety.

Mahindra pioneers
technologically superior
farming solutions with
the Arjun Novo
Technologically advanced and stylishly designed, the
Arjun Novo has created new benchmarks in
performance, technology and ergonomics and is one of
the most comfortable tractors in its category.

D r i v i n g P o s itiv e Change
Corporate Social Responsibility or CSR is an integral part of the Mahindra Group with Education, Public Health and the
Environment forming the key focus areas of our programme.
From providing academic, material and social support to underprivileged girls across India through Project Nanhi Kali to
supporting Impact Indias Lifeline Express, the worlds rst hospital on wheels, the Mahindra Group seeks to drive
positive change and help make the world a better place. The Mahindra Group has pledged to support the Prime
Ministers CLEAN INDIA campaign through the Swachh Bharat Swachh Vidhyalaya program, by committing to build
1,000 toilets blocks (preferably for girls) in government schools across 13 states of India.
Employees across the Group also devote their personal time and energy to help the disadvantaged through ESOPs or
the Employee Social Options Programme. From blood donation drives and sapling plantation to visits to old age homes,
our Esops volunteers are making a difference to the lives of many.
We present a few glimpses of Mahindras CSR activities through the year.
A blood donation drive in progress

Mahindra Intertrade donates educational

material to school children

Tech Mahindra Foundation participates in a Swachh Bharat Campaign

Mahindra Lifespaces conducts a medical camp

Mahindra Pride School graduates take on the retail sector

Training underway at a Mahindra Pride School

Mahindra Intertrade donates toys to underprivileged children

Mahindra Holidays helps ood affected villagers

A smiling Nanhi Kali goes to school

C h a i r man Emer itus

& Bo a r d o f Dir ec to rs
Left to Right:
Standing: Anupam Puri, Bharat Doshi, Dr. Pawan Kumar Goenka,
Anand G. Mahindra, M. M. Murugappan, Nadir B. Godrej,
S. B. Mainak, Vikram Singh Mehta
Seated: R. K. Kulkarni, Deepak S. Parekh, Keshub Mahindra
(Chairman Emeritus), Dr. Vishakha N. Desai

G r o u p Exec u tiv e B oar d

Left to Right
Standing: Ulhas Yargop, Group President (IT Sector) & Group CTO, Pravin Shah, President & Chief Executive (Automotive),
Rajesh Jejurikar, President & Chief Executive (Farm Equipment & Two Wheeler), Zhooben Bhiwandiwala, Managing Partner Mahindra Partners & President (Group Legal), Ruzbeh Irani, President (Group Communications & Ethics) & Chief Brand Ofcer,
Harsh Kumar, Managing Director (Mahindra Intertrade Ltd.), Ramesh Iyer, Managing Director (Mahindra & Mahindra Financial
Services Ltd.) & President (Financial Services Sector), Rajeev Dubey, Group President (HR & Corporate Services) & CEO
(After-Market Sector), C.P. Gurnani, Managing Director & CEO - Tech Mahindra, Kavinder Singh, Managing Director & CEO (Mahindra
Holidays and Resorts India Ltd.) & President (Leisure & Hospitality Sector), Johng-sik Choi, President & CEO - Ssangyong Motor Co.

Seated: Anish Shah, Group President (Strategy), V S Parthasarathy, Group CFO, Group CIO & President (Group Finance and M&A),
Anand Mahindra, Chairman & Managing Director, Mahindra & Mahindra Ltd., Rajan Wadhera, President & Chief Executive (Truck &
Power Train), Head - Mahindra Research Valley (MRV), Ashok Sharma, President & Chief Executive (Agri and Africa & South Asia
Operations), Anita Arjundas, Managing Director & CEO (Mahindra Lifespace Developers Ltd.) & President (Real Estate Sector),
Pawan Goenka, Executive Director - Mahindra & Mahindra Ltd. & Group President (Auto and Farm Sector), S. P. Shukla, Group
President and CEO (Aerospace & Defence Sector), S. Durgashankar, President (Group M&A, Corporate Accounts & Group
Secretarial)

COMMITTEES OF THE BOARD

CHAIRMAN EMERITUS

BANKERS

Audit Committee
Mr. Deepak S. Parekh - Chairman
Mr. Nadir B. Godrej
Mr. M. M. Murugappan
Mr. R. K. Kulkarni
Mr. Bharat Doshi

Mr. Keshub Mahindra

Bank of America N.A.

Bank of Baroda
Bank of India
Canara Bank
Central Bank of India
HDFC Bank Limited
Standard Chartered Bank
State Bank of India
Union Bank of India

Stakeholders Relationship Committee

Mr. R. K. Kulkarni - Chairman
Mr. Anand G. Mahindra
Mr. Bharat Doshi
Dr. Vishakha N. Desai
Governance, Nomination and
Remuneration Committee
Mr. M. M. Murugappan - Chairman
Mr. Nadir B. Godrej
Mr. Vikram Singh Mehta
Mr. R. K. Kulkarni

BOARD OF DIRECTORS
Mr. Anand G. Mahindra
Chairman & Managing Director
Dr. Pawan Goenka
Executive Director
Mr. Bharat Doshi
Mr. Deepak S. Parekh
Mr. Nadir B. Godrej
Mr. M. M. Murugappan
Mr. R. K. Kulkarni
Mr. Anupam Puri
Dr. Vishakha N. Desai

Corporate Social Responsibility Committee

Dr. Vishakha N. Desai - Chairperson
Mr. Anand G. Mahindra
Dr. Pawan Goenka
Mr. Bharat Doshi
Mr. R. K. Kulkarni
Mr. Vikram Singh Mehta

Mr. Vikram Singh Mehta

Strategic Investment Committee

Mr. Anand G. Mahindra - Chairman
Mr. Bharat Doshi
Mr. Deepak S. Parekh
Mr. Nadir B. Godrej
Mr. Vikram Singh Mehta
Mr. Anupam Puri

Mr. Narayan Shankar

Company Secretary

Loans & Investment Committee

Mr. Anand G. Mahindra - Chairman
Mr. Bharat Doshi
Dr. Pawan Goenka
Mr. R. K. Kulkarni
Mr. Vikram Singh Mehta
Research & Development Committee
Mr. M. M. Murugappan - Chairman
Mr. Anand G. Mahindra
Dr. Pawan Goenka
Mr. Bharat Doshi
Mr. Nadir B. Godrej
Risk Management Committee
Dr. Pawan Goenka - Chairman
Mr. Deepak S. Parekh
Mr. Nadir B. Godrej
Mr. M. M. Murugappan
Mr. R. K. Kulkarni
Mr. Bharat Doshi

Mr. S. B. Mainak
Nominee of Life Insurance Corporation
of India

AUDITORS
Deloitte Haskins & Sells
Tower 3, 27th 32nd Floor,
Indiabulls Finance Centre,
Elphinstone Mill Compound,
Senapati Bapat Marg,
Elphinstone (W), Mumbai 400 013

ADVOCATES
Khaitan & Co.,
One Indiabulls Centre,
13th Floor, 841, Senapati Bapat Marg,
Elphinstone Road, Mumbai 400 013

REGISTERED OFFICE
Gateway Building, Apollo Bunder,
Mumbai 400 001

CONTENTS
Directors Report .......................................................................................................9
Management Discussion and Analysis ...................................................................71
Corporate Governance ............................................................................................93
Business Responsibility Report ............................................................................. 113
Accounts .................................................................................................................129
Consolidated Accounts ..........................................................................................183

MAHINDRA & MAHINDRA LIMITED

Directors Report

Dear Shareholders
Your Directors present their Report together with the audited
nancial statements of your Company for the year ended
31st March, 2015.

A. FINANCIAL AND OPERATIONAL HIGHLIGHTS

Gross Income
Less: Excise Duty on Sales
Net Income
Prot before Depreciation, Finance
Costs, Exceptional items and Taxation
Less: Depreciation/Amortisation
Prot
before
Finance
Costs,
Exceptional items and Taxation
Less: Finance Costs
Prot before Exceptional items
and Taxation
Add: Exceptional items
Prot before Taxation
Less: Provision for Tax Current Tax
(including MAT credit entitlement)
Less: Provision for Tax Deferred
Tax (Net)
Prot for the year
Balance of prot for earlier years
Less: Transfer
to
Debenture
Redemption Reserve
Prots available for appropriation
Add: Reversal of income tax on
dividend paid for 2013-14
Less: Transfer to General Reserve
Proposed Dividends
Income-tax on Proposed Dividend
Depreciation as per transitional
provision specied in Schedule
II of the Companies Act, 2013
[Net of Tax of Rs. 18.24 crores]
Dividend for 2012-13 paid on
shares issued in June, 2013
Income-tax on Dividend Paid
Balance carried forward
* denotes amounts less than Rs. 50 lakhs

(Rs. in crores)
2015
2014
41,982
43,838
2,188
2,612
39,794
41,226
5,022
975

5,439
863

4,047
214

4,576
259

3,833
336
4,169

4,317
52
4,369

743

350

105
3,321
12,325

261
3,758
9,952

17
15,629

17
13,693

745
102

400
862
104

35

14,750

2
*
12,325

Stabilisation and recovery are the two words that best

characterise Indias economic performance in the Financial Year
2014-15. Supported by benign prices across the commodity
complex food, metals and crude oil, the countrys macros
witnessed a sharp and reassuring consolidation. The centres
scal decit dropped to 4.1% from 4.4% a year ago and is
set to consolidate further in the current Financial Year. The
countrys balance of payments registered a healthy surplus,
while the current account decit came in below 2% of GDP
for the second year in succession. Furthermore, consumer price
ination is currently trending around the 5% mark, a sharp
drop from the entrenched double digit price acceleration
experienced during the last couple of years and considerably
below the 8% target that the RBI had set for itself a year
ago. The latters monetary stance has, consequently, eased
considerably and may ease further in the coming months.
Economic activity, at the same time, witnessed a steady, albeit
slow, recovery through the year. While the regulatory and
procedural reforms undertaken by the new Government since
taking ofce in June last year did help improve the business
climate prevailing in the country, weak demand continued
to constrain private sector activity for the second year in
succession. With global growth across developed and emerging
markets remaining below par in 2014, external demand
remained tepid and uninspiring through the year. At the same
time, a poor monsoon season coupled with benign food prices
severely constrained rural incomes and domestic demand. The
one bright spot was the turnaround in investment plans and
expenditures signalled by the sharp pick up in capital goods
production and new project announcements in the second half
of 2014-15, which portends well for future growth.
However, even amidst this scenario, your Company
demonstrated resilience to economic cycles with a decline of
only 3.47% in net income at Rs. 39,794 crores in the year under
review as against Rs. 41,226 crores in the previous year.
The Prot for the year before Depreciation, Finance Costs,
Exceptional items and Taxation recorded a decrease of 7.67%
at Rs. 5,022 crores as against Rs. 5,439 crores in the previous
year. Similarly, Prot after tax declined by 11.62% at Rs. 3,321
crores as against Rs. 3,758 crores in the previous year.

11

Your Company continues with its rigorous cost restructuring

exercises and efciency improvements which have resulted in
signicant savings through continued focus on cost controls
and process efciencies.
No material changes and commitments have occurred after the
closure of the Financial Year 2014-15 till the date of this Report,
which would affect the nancial position of your Company.

Performance Review
Automotive Division:
Your Companys Automotive Division recorded total sales of
3,96,534 vehicles and 59,404 three-wheelers as compared to
4,34,505 vehicles and 64,510 three-wheelers in the previous
year registering a decline of 8.7% in vehicle sales and a decline
of 7.9% in three-wheeler sales.
On the domestic sales front, your Company sold 2,23,968
Passenger Vehicles [including 2,06,837 Utility Vehicles (UVs),
13,947 Multi Purpose Vehicles (MPVs) and 3,184 Cars] which
is a decline of 11.9% over the previous years volumes of
2,54,344 Passenger Vehicles [including 2,19,421 UVs, 25,189
MPVs and 9,734 Cars]. In the commercial vehicle segment, your
Company sold 1,45,010 vehicles [including 15,255 vehicles < 2T
GVW and 1,29,755 vehicles between 2-3.5T GVW] registering
a decline of 4.8% over the previous years volume of 1,52,398
commercial vehicles, [including 29,223 vehicles < 2T GVW and
1,23,175 vehicles between 2-3.5T GVW]. In the three-wheeler
segment, your Company sold 56,764 three-wheelers registering
a decline of 9.3% over the previous years volume of 62,614
three-wheelers.
For the year under review, the Passenger Vehicle (PV) industry
has shown signs of revival, but this has been patchy. The
Car industry growth is largely driven by new launches. Your
Companys volume decline in the UV segment is a reection
of the UV market shift towards compact UVs attracting lower
excise rates. The < 2T Light Commercial Vehicle (LCV) industry
continues to shrink and the 2 to 3.5T LCV industry (PikUps) suffered due to slowdown in Agri incomes and nance
availability.
Your Companys UV sales volume declined by 5.7%, but your
Company continued to maintain its leadership position in
the domestic UV market by posting a market share of 37.4%.
During this year, Bolero sales once again crossed the milestone
of 1 lakh sales in a year. This is the fourth consecutive year that
Bolero has achieved this milestone. Also, Bolero retained the
title of Indias largest selling Sports Utility Vehicle (SUV) for the
9th consecutive year. It is also the 5th highest selling passenger
12

vehicle in India. In September, 2014, the Company launched

the New Generation Scorpio. The New Generation Scorpio is
built on an all new platform and comes with contemporary
styling and advanced technology features. New Generation
Scorpio is all set to take the Scorpio brand to new heights.
The Scorpio posted record sales since launch and strengthened
its iconic status with sales of over 50,000 units for the fourth
successive year. The XUV500 continued to be the customers
choice in the premium UV segment with sales of over 34,000
units in the year.
In the Pik-Up segment of commercial vehicles (LCV 2 to 3.5T),
your Company strengthened its leadership position with a
market share of 73.3% (a gain of 9.5% points).
Your Company recorded total sales of 8,912 commercial
vehicles [including 5,413 LCVs in the LCV > 3.5T segment and
3,499 HCVs (Heavy Commercial Vehicles)] which is a growth
of 9.2% over the previous years volumes of 8,161 commercial
vehicles [including 5,876 LCVs in the LCV > 3.5T segment and
2,285 HCVs].
In the Overseas market, your Companys volume grew
1.8% over the previous year. While the markets of Sri Lanka,
Nepal, Bangladesh and Bhutan witnessed good growth,
there was a decline in Chile and South Africa. During the
year under review, your Company sold 27,556 vehicles and
2,640 three-wheelers in the overseas market as compared
to 27,763 vehicles [including 452 vehicles sourced from
the erstwhile Trucks and Bus Division of Mahindra Trucks
and Buses Limited which subsequently got demerged
into the Company] and 1,896 three-wheelers in the
previous year.
Spare parts sales for the year stood at Rs. 1,609.90 crores
(including exports of Rs. 104.04 crores) as compared to
Rs. 1,427.81 crores (including exports of Rs. 92.98 crores) in the
previous year, registering a growth of 12.8%.
Farm Division:
In the Financial Year 2014-15, the Indian tractor industry
witnessed a steep decline of 13.1%. This was on account of
poor monsoon followed by unseasonal rains. The domestic
market recorded sales of 5,50,963 tractors as compared to
6,33,656 tractors in the previous year.
In the face of this challenging industry situation, your
Companys Farm Division (including Swaraj Division) recorded
sales of 2,34,766 tractors as against 2,68,487 tractors sold in
the previous year, registering a decline of 12.6%.

MAHINDRA & MAHINDRA LIMITED

Your Companys sales in the domestic market stood at 2,21,020

tractors as compared to 2,58,339 tractors in the previous
year, registering a decline of 14.4%. However, your Company
continues to be the market leader with a 40% market share.
With a vision to offer class leading tractors to the Indian
farmer, your Company launched the technologically advanced
and stylishly designed Arjun Novo. Arjun Novo is the rst
tractor model to roll out of the all new high Horse Power
(HP) platform, creating new benchmarks in performance,
technology, comfort and ergonomics. Arjun Novo boasts of a
wide array of world-class and category rst features.
For the year under review, your Company exported 13,746
tractors registering a growth of 35.5% over the previous year.
This is the highest ever tractor exports by the Company.
Beyond tractors, your Company has presence in crop care
solutions and distribution of seeds. The focus of this business is
to provide quality inputs and help improve farm productivity.
In the Financial Year 2014-15, this business saw a good growth
of 49.6% in terms of revenue.
In the power generation space, under the Mahindra Powerol
Brand, your Company continues to be amongst the leaders
in the industry. Your Company earned a revenue of Rs. 834.5
crores in the current Financial Year as against Rs. 775.5 crores
in the previous year, registering a growth of 7.6%. Along with
the revenue growth, your Company has improved its presence
in the retail segment and made good progress in the Energy
Management Solutions space.
Spare parts sales for the year stood at Rs. 549.43 crores
(including exports of Rs. 48.84 crores) as compared to
Rs. 521.71 crores (including exports of Rs. 39.91 crores) in the
previous year, registering a growth of 5.3%.

Current Years review

During the period 1st April, 2015 to 28th May, 2015, 58,905
vehicles were despatched as against 59,243 vehicles during the
corresponding period of the previous year. During the same
period, 37,519 tractors were despatched as against 43,826
tractors despatched during the corresponding period in the
previous year.
Looking ahead, your Company expects that the economic
recovery, currently underway, will gather further strength
through 2015-16, led by a pick up in mining and infrastructural
activity. The global economy, while rife with risks, is forecast
to grow at a faster pace in 2015-16. Exports, consequently, are
expected to pick up pace in this Financial Year. While rural

incomes are difcult to forecast, the El Nino warning currently

in place, suggests that rural demand may remain below par
this year as well. However, multiplier effects owing from
Government and, to a smaller extent, private sector initiatives
in the infrastructure space roads, mining, power, railways,
urbanisation and smart cities including projects already under
implementation, will help sustain demand through the year.

Finance
The Financial Year 2014-15 witnessed divergent economic
performance and monetary policies around the world. The
United States economy saw continued improvement with
job creation, the US Fed ended its quantitative easing (QE)
program in October, 2014 and is the only economy among
G-20 countries expected to go into an interest rate hike cycle.
On the other hand, stagnant economic activity and falling
commodity prices (especially crude) prompted central banks
in Europe and Japan to embark on QE programs. Emerging
markets witnessed a fall in growth rates, led by a slowdown in
China, a steep contraction in Russia and a recession in Brazil.
A large number of central banks have cut rates in the fourth
quarter of the Financial Year 2014-15 as they ght the threat
of deation with the collapse in crude and other commodity
prices. The latest World Economic Outlook by IMF projects the
global growth to remain moderate in 2015. The outlook for
advanced economies is improving, while growth in emerging
markets and developing economies is projected to be lower,
primarily reecting weaker prospects for some large emerging
market economies and oil-exporting countries. Financial Year
2014-15 witnessed unprecedented strength in the US Dollar
against most currencies. Countries over-reliant on commodity
exports saw their currencies coming under pressure. Indian
Rupee remained in a relatively narrow band as the new
Governments commitment towards scal prudence and
progressive economic policies, led to surge of foreign ows
into the country (both FDI and FII). The Reserve Bank of India
(RBI) steadily intervened in the forex market to augment its
forex reserves.
On the interest rate front, RBI, stayed on its path of ination
targeting. With the CPI ination target of 8% by March,
2015 comfortably achieved (Ination for March, 2015 at
5.25%) and the future outlook for coming quarters being
benign, RBI reduced repo rate by cumulative of 50 bps in the
last quarter of the Financial Year 2014-15. RBI, in addition,
effectively managed the systemic liquidity conditions by way
of its liquidity management framework comprising xed and
variable rate repo and reverse repo, term repo and marginal

13

standing facility. Going forward, while RBI is expected to

broadly maintain an accommodative policy stance, future
policy actions will be dependent on evolving data points.
Your Company continued to focus on managing cash efciently
and ensured that it had adequate liquidity and back up lines
of credit. During the course of the year, your Company repaid
Rs. 489 crores of borrowings from internal accruals. The
Companys Bankers continue to rate your Company as a prime
customer and extend facilities/services at prime rates. Your
Company follows a prudent nancial policy and aims not to
exceed an optimum nancial gearing at any time. The Companys
total Debt to Equity Ratio was 0.19 as at 31st March, 2015.
Even in this challenging environment, in recognition of its
prudent nancial policies, your Company for the rst time
now enjoys the highest level of rating from all major rating
agencies at the same time.
Your Company has been rated by CRISIL Limited (CRISIL), ICRA
Limited (ICRA) and Credit Analysis & Research Limited (CARE) for
its banking facilities under Basel II norms. All have re-afrmed
the highest credit rating for your Companys Short Term facilities.
During the year, CRISIL and ICRA have upgraded their ratings on
your Companys long-term bank facilities and Non-Convertible
Debenture (NCD) programme to CRISIL AAA/Stable and [ICRA]
AAA (stable) respectively. Further, CARE has also revised the
ratings of the Companys long-term bank facilities upwards to
CARE AAA. India Ratings and Research (Ind-Ra, a Fitch Group
Company) has assigned Long-Term Issuer Rating of IND AAA
with a Stable outlook to your Company since last year.
The AAA ratings indicate highest degree of safety regarding
timely servicing of nancial obligations and is also a vote of
condence reposed in your Companys Management by the
rating agencies. It is an acknowledgement of the strong credit
prole of your Company over the years, resilience in earnings
despite cyclical upturns/downturns, robust nancial exibility
arising from the signicant market value of its holdings and
prudent management.
During the year, your Company earned recognition for Best
Financing Solution from Treasury Today Asia for its issuance
of 50 year Non-Convertible Debentures, which was the rst of
its kind in the Indian nancial markets.

in investor conferences, quarterly earnings calls and annual

analyst meet. Your Company interacted with around 650
Indian and overseas investors and analysts (excluding quarterly
earnings calls and specic event related calls) during the year.
Your Company continuously strives to improve IR engagement
with International and Indian investors and has set up
feedback mechanism to measure IR effectiveness. Structured
con-calls and periodic investor/analyst interactions with
the Chairman & Managing Director, Executive Director and
Business Heads were organised during the year. Your Company
always believes in leading from the front with emerging
best practices in IR and building a relationship of mutual
understanding with investor/analysts. As a key milestone
in this continuing endeavour, your Company organised
its rst ever con-call on Environment, Social and Corporate
Governance (ESG) call for analysts and investors. The
Company ensures that critical information about the
Company is available to all the investors by uploading all such
information at the Companys website. Your Company has
created a Group Investor Relations Council to share best
practices across all the listed group companies and learn from
each other.

Dividend
Your Directors are pleased to recommend a dividend of Rs. 12
per Ordinary (Equity) Share of the face value of Rs. 5 each,
payable to those Shareholders whose names appear in the
Register of Members as on the Book Closure Date. The equity
dividend outgo for the Financial Year 2014-15, inclusive of tax
on distributed prots (after reducing the tax on distributed
prots of Rs. 50.15 crores on the dividends receivable from
the subsidiaries during the current Financial Year) would
absorb a sum of Rs. 846.89 crores [as against Rs. 963.01 crores
comprising the dividend of Rs. 13.50 per Ordinary (Equity)
Share and also a Special Dividend of Re. 0.50 per Ordinary
(Equity) Share aggregating Rs. 14 per Ordinary (Equity) Share
of the face value of Rs. 5 each and tax thereon paid for the
previous year].

B. CONSOLIDATED FINANCIAL STATEMENTS

Investor Relations (IR)

The Consolidated Financial Statements of the Company and its

subsidiaries, prepared in accordance with the Companies Act,
2013 and applicable Accounting Standards form part of this
Annual Report.

In the continuous search for excellence, your Company

continued to engage with investors in many ways, including
one on one meetings, telepresence meetings, participation

The Consolidated Financial Statements presented by the

Company include the nancial results of its subsidiary
companies, associates and joint ventures.

14

MAHINDRA & MAHINDRA LIMITED

Subsidiary, Joint Venture and Associate Companies

The Group Companies continue to contribute to the overall
growth in revenues of the Company.
Tech Mahindra Limited (TML), the Companys Flagship
Company in the IT Sector, has reported a consolidated revenue
of Rs. 22,621 crores in the current year as compared to
Rs. 18,831 crores in the previous year an increase of 20.1%. Its
consolidated Prot After Tax is Rs. 2,628 crores as compared to
Rs. 3,029 crores in the previous year.
The Groups nance company Mahindra & Mahindra Financial
Services Limited (Mahindra Finance), reported a total
consolidated income of Rs. 6,061 crores during the current year
as compared to Rs. 5,301 crores in the previous year registering a
growth of 14.3%. The consolidated Prot After Tax for the year
is Rs. 913 crores as compared to Rs. 954 crores in the previous
year.
Mahindra Lifespace Developers Limited (MLDL), your Companys
subsidiary in the business of real estate and infrastructure
registered a consolidated operating income of Rs. 1,086 crores
as compared to Rs. 705 crores in the previous year registering
a growth of 54.0%. The consolidated Prot After Tax for the
year is Rs. 266 crores as compared to Rs. 101 crores in the
previous year.
Ssyangyong Motor Company (SYMC), the Korean subsidiary of
the Company has reported consolidated revenues of Rs. 18,316
crores in the current scal year as compared to Rs. 20,303
crores in the previous year. The consolidated loss for the year
is Rs. 721 crores as compared to a prot of Rs. 88 crores in the
previous year. SYMC is working on improving its protability,
which will strengthen its nancial condition.
The consolidated Group Prot for the year after exceptional
items, tax and after deducting minority interests is Rs. 3,137
crores as against Rs. 4,667 crores earned in the previous year.
During the year under review, Competent Hotels Private
Limited, Mahindra Racing UK Limited, Mahindra UNIVEG
Private Limited, MHR Holdings (Mauritius) Limited,
Covington S..r.l., Lords Freight (India) Private Limited,
Mriyalguda Farm Solution Limited, Mahindra Two Wheelers
Europe Holdings S..r.l., Mahindra Industrial Park Chennai
Limited, Peugeot Motocycles S.A.S., Peugeot Motocycles Italia
S.p.A and Peugeot Motocycles Deutschland GmbH became
subsidiaries of your Company.
During the year under review, Jiangxi Mahindra Yueda Tractor
Company Limited, Mahindra Holidays and Resorts USA Inc.,
Mahindra Conveyor Systems Private Limited, Bell Tower Resorts
Private Limited, Mahindra Gears Cyprus Limited, Mahindra

Engineering Services Limited, Mahindra Engineering Services

(Europe) Limited, Mahindra Engineering GmbH, Mahindra
Technologies Services Inc., Mahindra Ugine Steel Company
Limited, Mahindra Gears International Limited, Mahindra Gears
Global Limited, Metalcastello S.P.A., Crest Geartech Private
Limited, Mahindra Gears & Transmissions Private Limited,
Mahindra Investments (India) Private Limited, Gateway Housing
Finance Corporation Limited and Mahindra Construction
Company Limited ceased to be subsidiaries of your Company.
During the year under review, Mahindra Construction Company
Limited became an associate of your Company and Mriyalguda
Farm Solutions Limited ceased to be an associate of your
Company.
Subsequent to the year end, Divine Solren Private Limited
has become a subsidiary of your Company and Mahindra
Business & Consulting Services Private Limited (MBCSPL)
ceased to be a subsidiary of your Company pursuant to the
Scheme of Amalgamation of MBCSPL with Mahindra &
Mahindra Financial Services Limited, the appointed date of
which was 1st April, 2014.
During the year, Mahindra United Football Club Private Limited
has changed its name to Mahindra Internet Commerce Private
Limited, Mahindra Housing Private Limited has changed its
name to Industrial Cluster Private Limited, Defence Land Systems
India Private Limited has changed its name to Defence Land
Systems India Limited, Mahindra Investments (International)
Private Limited has changed its name to Mahindra HZPC Private
Limited.
Subsequent to the year end, Mriyalguda Farm Solution Limited
has changed its name to Mahindra eMarket Limited and
Mahindra EPC Services Private Limited has changed its name
to Mahindra Susten Private Limited.
A Report on the performance and nancial position of each
of the subsidiaries, associates and joint venture companies
included in the Consolidated Financial Statement 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 Companys website and can be
accessed at the Web link http://www.mahindra.com/Investors/
Mahindra-and-Mahindra/Governance

C. JOINT VENTURES, ACQUISITIONS AND

OTHER MATTERS
Formation of Joint Venture with Holland based company HZPC
for seed potatoes
Your Company, through its Agri Business vertical has entered
into a Joint Venture with Holland based HZPC in April, 2014

15

to offer the best quality seed potatoes to farmers within

and outside India. Your Company holds 60% in this JV
Company which is formed and made operational in the name
and style of Mahindra HZPC Private Limited. The balance
40% is held by HZPC. HZPC is one of the leading innovative
companies in the world in potato breeding and seed
potato growing. The Joint Venture will benet from the
expertise of both companies where HZPC with their strong R&D
focus will bring in access to latest technology, new varieties
and open up global markets for the Indian farmers, while
your Company will contribute through its strong farmer
connect, wide spread domestic distribution and agronomy
expertise. The new company is in the process of constructing
a state of the art facility to produce high quality
tissue culture plants, mini-tubers and early generation seed
potatoes.
Mahindra Shubhlabh Services Limited (MSSL) enters into Joint
Venture with Belgium based Fresh Produce Company
Mahindra Shubhlabh Services Limited (MSSL), an unlisted
subsidiary of your Company entered into a Joint Venture with
UNIVEG, a Belgium based Fresh Produce Company in April, 2014.
Your Company holds 60% in this JV Company which is formed
and made operational in the name and style of Mahindra
UNIVEG Private Limited. The balance 40% is held by UNIVEG.
The Joint Venture will focus on developing fresh fruit supply
chain to provide high quality fruits that meets the needs of both
the domestic and international markets. UNIVEG will provide
technical know-how and best practices in quality control,
post-harvest handling of fresh produce, ripening process and
farm agronomy practices and procedures to meet international
quality standards.
Mahindra Two Wheelers and Peugeot Motocycles strategic
partnership
Mahindra Two Wheelers Limited, an unlisted subsidiary of
your Company (MTWL), as part of its strategic initiative, has
acquired in January, 2015 a 51% stake in Peugeot Motocycles
(Peugeot Scooters), part of the Euro 54 billion PSA (Peugeot)
Group based in France. Peugeot Scooters is a key urban
mobility player in Europe for over one century and is the
oldest motorised two-wheeler manufacturer in the world.
It offers one of the most comprehensive range of scooters
and mopeds, from 50cc to 400cc, including the successful
three-wheeled scooter Metropolis, in the European market.
The partnership would enable both MTWL and Peugeot
Scooters to speed up their international expansion by driving
synergies and leveraging respective strengths.

16

Strategic Partnership with Mitsubishi Heavy Industries

through acquisition of 33% stake in Mitsubishi Agricultural
Machinery
In line with the vision of the Farm Equipment Sector (FES) to
become a global full line player in the agriculture machinery
space and to deliver Farm Tech Prosperity, your Company
signed a denitive agreement on 21st May, 2015, for acquiring
a 33% voting stake in Mitsubishi Agricultural Machinery Co.
Ltd. (MAM) through fresh issue of common shares and Class A
(non-voting) shares of MAM.
The transaction is expected to close by October, 2015. The
new funding will be used for investment in new product
development and to increase MAMs capital base. Mitsubishi
Agricultural Machinery is a full range agri-machinery company
producing and selling tractors, combine harvesters, rice
transplanters and other agri-machinery. It had revenues of
approximately JPY 50 billion (USD 408 million) in 2014-15. This
partnership will enhance the product development capability
of FES, strengthen your Companys position in the North
American market and help your Company to gain entry to new
markets.
Mahindra First Choice Wheels Limited (MFCWL) raises
$15 million from San Francisco Based Valiant Capital
Valiant Capital Management, L.P., a San Francisco based
investment advisory rm, has invested USD 15 million
(Rs. 94 crores) in Mahindra First Choice Wheels Limited, an
unlisted subsidiary of your Company (MFCWL), which is also
Indias No. 1 multi-brand used vehicle company. This is the
second round of external private equity raised by MFCWL,
with the rst one in 2008 from Delhi based Phi Capital, which
continues to be an investor in MFCWL.
The capital raised by MFCWL will be used to fund its growth
plans over the next few years, to accelerate both the
expansion of its physical network as well as adoption of its
technology-enabled products and services used by industry
stakeholders. In addition, it plans to use the funds to broaden
its reach for its products and services across other used-vehicle
categories.
Your Company, as part of the secondary offer, has divested
1.5% of its stake in favour of Valiant. At the conclusion
of the transaction, your Company holds 43.7% as at
31st March, 2015. However, your Company has a right to appoint
majority of Directors and by virtue of section 2(87)(i) of the
Companies Act, 2013, MFCWL continues to be a subsidiary of
your Company.

MAHINDRA & MAHINDRA LIMITED

Mahindra Engineering Services Limited (MESL) completes

merger with Tech Mahindra Limited (Tech M)
A merger scheme of Mahindra Engineering Services Limited,
an unlisted subsidiary of your Company (MESL) was announced
on 29th November, 2013 and was reported last year. Further
to this, the Honble High Court of Judicature at Bombay on
31st October, 2014 sanctioned the Scheme of Amalgamation
and Arrangement of MESL with Tech Mahindra Limited (Tech
M) and their respective Shareholders. The merger is effective
from 8th December, 2014. The Appointed Date of the Scheme is
1st April, 2013.
Mahindra CIE Merger
On 31st October, 2014, Mahindra CIE Automotive Limited
(formerly known as Mahindra Forgings Limited) received
the approval from the Honble High Court of Judicature at
Bombay for the Merger Schemes namely (a) the Scheme
of Amalgamation of Mahindra Hinoday Industries Limited
(MHIL), Mahindra Ugine Steel Company Limited (MUSCO),
Mahindra Gears International Limited (MGIL), Mahindra
Investments (India) Private Limited (MIIPL) and Participaciones
Internacionales Autometal Tres, S.L. (PIA 3) with Mahindra CIE
Automotive Limited (MCIE) (the Integrated Scheme) and (b)
the Scheme of Amalgamation of Mahindra Composites Limited
(MCL) with MCIE (Composites Scheme). The Appointed Date
for the Merger Schemes was 1st October, 2013 and Effective
Date of the Merger Schemes was 10 th December, 2014.

D. INTERNAL FINANCIAL CONTROLS

Your Company has in place, adequate internal nancial
controls with reference to nancial statements, commensurate
with the size, scale and complexity of its operations. During
the year, such controls were tested and no reportable material
weaknesses in the design or operation were observed.

E. MANAGEMENT DISCUSSION AND ANALYSIS

REPORT
A detailed analysis of your Companys performance is discussed
in the Management Discussion and Analysis Report, which
forms part of this Annual Report.

F. CONTRACTS OR ARRANGEMENTS WITH

RELATED PARTIES
All Related Party Transactions entered during the year were in
the Ordinary Course of Business and on Arms Length basis. No
Material Related Party Transactions, i.e. transactions exceeding
ten percent of the annual consolidated turnover as per the last

audited nancial statements, were entered during the year by

your Company. Accordingly, the disclosure of Related Party
Transactions to be provided under section 134(3)(h) of the
Companies Act, 2013, in Form AOC 2 is not applicable.
The policy on Related Party Transactions as approved by the
Board is uploaded on the Companys website and can be
accessed at the Web link: http://www.mahindra.com/Investors/
Mahindra-and-Mahindra/Governance

G. AUDITORS
Statutory Auditors and Auditors Report
Messrs. Deloitte Haskins & Sells, Chartered Accountants (ICAI
Registration No. 117364W) were re-appointed as the Statutory
Auditors of the Company to hold ofce from the conclusion of
the 68th Annual General Meeting (AGM) held on 8th August,
2014 until the conclusion of the third consecutive AGM of the
Company to be held in the year 2017 (subject to ratication of
their appointment by the Members at every AGM held after
the AGM held on 8th August, 2014).
As required under the provisions of section 139(1) of the
Companies Act, 2013, the Company has received a written
consent from Messrs. Deloitte Haskins & Sells, Chartered
Accountants to their appointment and a Certicate, to the
effect that their appointment, if made, would be in accordance
with the Companies Act, 2013 and the Rules framed thereunder
and that they satisfy the criteria provided in section 141 of the
Companies Act, 2013.
The Members are requested to ratify the appointment of the
Statutory Auditors as aforesaid and x their remuneration.
The Auditors Report does not contain any qualication,
reservation or adverse remark.

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 (Certicate
of Practice Number: 6029) to undertake the Secretarial Audit
of the Company.
In terms of provisions of sub-section 1 of section 204 of the
Companies Act, 2013, the Company has annexed to this Board
Report as Annexure I, a Secretarial Audit Report given by the
Secretarial Auditor.
The Secretarial Audit Report does not contain any qualication,
reservation or adverse remark.

17

Cost Auditors

I. PUBLIC DEPOSITS AND LOANS/ADVANCES

The Board had appointed Messrs. N. I. Mehta & Co., Cost

Accountants (Firm Registration Number 000023), as Cost
Auditor for conducting the audit of cost records of the
Company for the Financial Year 2014-15.

Your Company has discontinued its Fixed Deposits Scheme

for 36 months with effect from the close of ofce hours on
31st January, 2014 and has also discontinued acceptance of
Fixed Deposits with effect from 1st April, 2014.

However, as per the Companies (Cost Records and Audit) Rules,

2014 (the Rules) issued by Ministry of Corporate Affairs vide
Notication dated 30 th June, 2014, the requirement for Cost
Audit was not applicable to the Company for the Financial
Year 2014-15. Accordingly, Cost Audit was not conducted for
the Financial Year 2014-15.

Out of the previously accepted total of 6,610 deposits of

Rs. 5,910.80 lakhs from the public and shareholders as at
31st March, 2015, 162 deposits amounting to Rs. 79.43 lakhs,
had matured and had not been claimed as at the end of the
Financial Year. Since then, 50 of these deposits of the value of
Rs. 33.12 lakhs have been claimed and 1 of these deposits of
the value of Rs. 0.10 lakhs has been transferred to the Investor
Protection Fund.

Further, Ministry of Corporate Affairs vide its Notication dated

31st December, 2014 amended the Rules, pursuant to which
certain products of the Company now require maintenance of
Cost Audit records and conduct of Cost Audit with effect from
1st April, 2015.
Accordingly, the Board of Directors on the recommendation
of the Audit Committee, appointed Messrs. N. I. Mehta & Co.,
Cost Accountants, as the Cost Auditors of the Company for
the Financial Year 2015-16 under section 148 of the Companies
Act, 2013. Messrs. N. I. Mehta & Co. have conrmed that their
appointment is within the limits of section 141(3)(g) of the
Companies Act, 2013 and have also certied that they are
free from any disqualications specied 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 Certicate from the
Cost Auditors certifying their independence and arms 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
ratication. Accordingly, a Resolution seeking Members
ratication for the remuneration payable to Messrs. N. I.
Mehta & Co., Cost Auditors is included in the Notice convening
the Annual General Meeting.

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. 43, 13A and 13B to the Standalone Financial
Statements.

18

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 and investment in its own
shares by listed companies, their subsidiaries, associates,
etc., required to be disclosed in the Annual Accounts of the
Company pursuant to Clause 32 of the Listing Agreement are
furnished separately.

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)

Mr. Anand G. Mahindra Chairman & Managing Director

b)

Dr. Pawan Goenka Executive Director Mahindra &

Mahindra & Group President (Auto and Farm Sector)

c)

Mr. V S Parthasarathy Group CFO, Group CIO & President

(Group Finance and M&A)

d)

Mr. Narayan Shankar Company Secretary

None of the KMP has resigned during the year under review.

Employees Stock Option Scheme

During the year under review, the Trustees of Mahindra &
Mahindra Employees Stock Option Trust have not granted any
Stock Options to employees under the Mahindra & Mahindra

MAHINDRA & MAHINDRA LIMITED

Limited Employees Stock Option Scheme 2010 and the

Mahindra & Mahindra Limited Employees Stock Option Scheme
2000 (hereinafter collectively referred to as the Schemes).
Details of the shares issued under the Schemes, as also the
disclosures in compliance with SEBI (Share Based Employee
Benets) Regulations, 2014 read with erstwhile SEBI (Employees
Stock Option Scheme and Employees Stock Purchase Scheme)
Guidelines, 1999 are set out in Annexure II to this Report.

Particulars of Employees and related disclosures

The Company had 404 employees who were in receipt of
remuneration of not less than Rs. 60,00,000 during the year
ended 31st March, 2015 or not less than Rs. 5,00,000 per month
during any part of the year.
Disclosures with respect to the remuneration of Directors, KMPs
and employees as required under section 197 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 III to this Report.
Details of employee remuneration as required under provisions
of section 197 of the Companies Act, 2013 read with Rule
5(2) & 5(3) of Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 are available at the
Registered Ofce of the Company during working hours 21 days
before the Annual General Meeting and shall be made
available to any Shareholder on request. Such details are also
available on your Companys website at: http://www.mahindra.
com/Investors/Mahindra-and-Mahindra/Resource

Industrial Relations
The year under review has witnessed positive vibes in Industrial
Relations Scenario across all manufacturing locations for the
Automotive and Farm Equipment Sectors.
Employees have always been valuable assets of the Company and
focus was laid in propagating proactive and employee centric
practices at the shop oor. The Companys endeavour has been
to ensure transparent communication of overall business goals
and implement an efcient concern resolution mechanism.
Your Company has adopted a more holistic approach to
enhance skill and capabilities of employees at the shop oor
through Mahindra Skill Excellence Initiative. For the year
under review, there was participation of over 1,800 employees
across all manufacturing facilities. Your Company had one
highly skilled associate, representing India at the World Skill
Competition 2014, held at Leipzig Germany.

Over the years, your Company has inculcated a culture of

continuous improvement through investment in training
of employees for resolving quality concerns, reducing cost,
ensuring safety and improving productivity. Processes have been
established wherein employees are encouraged to generate and
implement improvement ideas. For the year under review, the
workmen generated about 20 ideas per person.
Your Company has taken initiatives to measure Employee
Engagement and Satisfaction through an Employee Satisfaction
Survey (ESS). Employee Engagement for all the Companys
Plants shows improvement over the previous years.
In January, 2015, your Company signed a wage settlement at
the Automotive Unit of the Zaheerabad Plant.
The proactive and participative approach adopted, has
benetted the Company not just with zero production loss
in the Financial Year, but has also helped create a peaceful,
healthy and collaborative work environment.

Safety, Occupational Health and Environment

Your Company has a well-established Safety, Occupational
Health & Environmental Policy (SH&E Policy) which is in line
with the National Safety, Occupational Health & Environmental
Policy. The Company Policy has been further drilled down,
through the Policy for the Automotive and Farm Equipment
Sectors, followed by the respective Plant Policy. Each Plant has
displayed and communicated the SH&E Policy to all stakeholders.
Objectives and Targets derived from the new amended SH&E
Policy are supported by focussed management programs, safety
i4, safety Kaizens and mistake proong projects.
The Safety & Occupational Health of its employees is embedded
as core organisational values of your Company. The SH&E Policy,
inter alia, covers and ensures safety of public, employees,
plant and equipment, ensures compliance on a monthly basis,
imparts training to all its employees and stakeholders as per
training calendar. It also carries out statutory safety assurance
and audits of its facilities by absorbing all new amended legal
requirements, conducts regular internal and external medical
and occupational check-up of its employees and promotes
health-friendly sustainable activities.
Your Company continued with its commitment to improve
the wellbeing of its employees and contract workmen by
establishing Health and Wellness Goals. To achieve the same,
your Company organised Occupational Health Examination
Camps, medical check-ups, consultation and counselling
sessions. Way2Wellness training sessions covering topics on

19

Health were conducted. World Health Day, World Heart

Day, World Kidney Day and World Diabetes Day are being
celebrated.
Your Company observed Road Safety Week, Safety Week and
Fire Service Day across locations with active participation from
employees and other stakeholders. World Environment Day,
World Earth Day, World Water Day, Energy Conservation Week
and Water Conservation Week are being celebrated through
stakeholder engagement and employees involvement.
Your Companys sustainability roadmap is based on the
fundamentals of Planet, People and Prot. Various projects
have been implemented by your Company by effective
implementation of management driven initiatives in the areas
of Air Pollution, Water, Waste Water, Solid Waste Management
and Greenbelt Development with new techniques.
Your Companys Sustainability Reporting System, provides a
framework for setting and review of targets towards Safety,
Health and Environment.
All Plants of the Automotive and Farm Equipment Sectors have
been recertied with amended standard for ISO 14001: 2004
& OHSAS 18001: 2007.
Your Companys commitment to environment stems from
the Mahindra Groups abiding concern for Stakeholder
engagement. The Company has ensured that its operations
have a minimal impact on the environment by implementing
a robust Environmental Management System. Further,
your Company has taken initiatives to extend sustainability
awareness to its business associates through Green Supply
Chain Management. Support is also provided by conducting
risk management exercise.
Goals on Sustainable development are included in the Balanced
Scorecard for various businesses under the Automotive
and Farm Equipment Sectors. These measures have seen an
improvement in performance year on year.

K. BOARD & COMMITTEES

Directors
The Board of Directors based on the recommendation of the
Governance, Nomination and Remuneration Committee had
appointed Mr. Bharat Doshi as an Additional Director of the
Company with effect from 14th November, 2013. Thereafter
at the Annual General Meeting of the Company held on 8th
August, 2014 he was appointed as a Director liable to retire
by rotation.

20

The Board of Directors based on the recommendation of

the Governance, Nomination and Remuneration Committee
had appointed Mr. S. B. Mainak as an Additional Director
of the Company representing Life Insurance Corporation
of India with effect from 13th November, 2013. Thereafter
at the Annual General Meeting of the Company held on
8th August, 2014 he was appointed as a Director liable to retire
by rotation.
The Board of Directors had based on the recommendation of
the Governance, Nomination and Remuneration Committee and
subject to the approval of the Members to be obtained at the
ensuing Annual General Meeting of the Company, appointed
Dr. Pawan Goenka as an Additional Director and Executive
Director of the Company for a period of 5 years with effect
from 23rd September, 2013 to 22nd September, 2018. Thereafter
at the Annual General Meeting of the Company held on
8th August, 2014 he was appointed as a Director liable to retire
by rotation and as an Executive Director of the Company.
The Board of Directors at its Meeting held on 30 th May, 2014
had appointed Mr. M. M. Murugappan, Mr. Deepak S. Parekh,
Mr. Nadir B. Godrej, Mr. R. K. Kulkarni, Mr. Anupam Puri,
Dr. Vishakha N. Desai and Mr. Vikram Singh Mehta as
Independent Directors, based on the recommendation of the
Governance, Nomination and Remuneration Committee. The
Members of the Company at the Annual General Meeting held
on 8th August, 2014 appointed Mr. R. K. Kulkarni, Mr. Anupam
Puri, Dr. Vishakha N. Desai and Mr. Vikram Singh Mehta as
Independent Directors for a period of 5 consecutive years
commencing from 8th August, 2014, Mr. M. M. Murugappan
and Mr. Nadir B. Godrej for a period of 4 consecutive years
commencing from 8th August, 2014 and Mr. Deepak S.
Parekh for a period of 3 consecutive years commencing from
8th August, 2014.
As mentioned in the previous Annual Report, Mr. Narayanan
Vaghul and Mr. A. K. Nanda did not seek re-appointment and
accordingly ceased to be Directors upon expiry of their term
at the 68th Annual General Meeting held on 8th August, 2014.
Mr. Anand G. Mahindra retires by rotation and, being
eligible, offers himself for re-appointment at the 69th Annual
General Meeting of the Company scheduled to be held on
7th August, 2015.
Mr. Bharat Doshi, Non-Executive Director has conveyed his
desire to relinquish his position as a Director of the Company
with effect from the conclusion of the 69th Annual General
Meeting scheduled to be held on 7th August, 2015.

MAHINDRA & MAHINDRA LIMITED

The Board acceded to his request and placed on record its

deep appreciation of the invaluable counsel rendered by
Mr. Bharat Doshi to the Company during his tenure as a
Director of the Company.
Quote from Chairman Emeritus
Bharat Doshi joined the Company in 1973. He was elected
to the M&M Board in 1992 and appointed Executive Director
thereafter.
Bharat in his capacity as Group CFO laid down uncompromising
standards of value and ethics which led to transparency, trust
and condence. He created operational techniques, which
guided the Organisation in its efforts to achieve excellence.
His unique understanding of human nature endeared him to
many and earned him universal respect.
Bharat truly epitomizes the resilient character of M&Ms
culture. Although he is stepping down from the M&M Board,
I am very happy that he will continue to be associated with
the Group in other areas. His knowledge and experience will
continue to be available to the Group.
The Company has received declarations from all the
Independent Directors of the Company conrming that they
meet the criteria of independence as prescribed both under the
Companies Act, 2013 and Clause 49 of the Listing Agreement
entered with the Stock Exchanges.
Pursuant to the provisions of the Companies Act, 2013 and
Clause 49 of the Listing Agreement, the Board has carried out
an annual evaluation of its own performance and that of its
Committees as well as performance of the Directors individually.
Feedback was sought by way of a structured questionnaire
covering various aspects of the Boards functioning such as
adequacy of the composition of the Board and its Committees,
Board culture, execution and performance of specic duties,
obligations and governance and the evaluation was carried out
based on responses received from the Directors.
A separate exercise was carried out by the Governance,
Nomination and Remuneration Committee 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
Company was also carried out by the Independent Directors,
taking into account the views of the Executive Director
and Non-Executive Directors. The Directors expressed their
satisfaction with the evaluation process.

The details of programs for familiarisation of the Independent

Directors with the Company, their roles, rights, responsibility
in the Company, nature of the industry in which the Company
operates, business model of the Company and related matters
are available on the website of the Company at the web-link:
http://www.mahindra.com/Investors/Mahindra-and-Mahindra/
Governance
In line with the principles of transparency and consistency,
your Company has adopted the following Policies which, inter
alia, include criteria for determining qualications, 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.

The Policies mentioned at a and b above are attached as

Annexure IV-A and IV-B respectively and form part of this
Report.

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,
conrm that:
(a) in the preparation of the annual accounts for the Financial
Year ended 31st March, 2015, the applicable accounting
standards have been followed;
(b) the Directors 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, 2015
and of the prot of the Company for the year ended
on that date;
(c) the Directors have taken proper and sufcient 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) the Directors have prepared the annual accounts on a
going concern basis;
(e) the Directors have laid down adequate Internal Financial
Controls to be followed by the Company and such Internal

21

Financial Controls were operating effectively during the

Financial Year ended 31st March, 2015;
(f) the Directors 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, 2015.

Board Meetings and Annual General Meeting

A calendar of Meetings is prepared and circulated in advance
to the Directors.
During the year 1st April, 2014 to 31st March, 2015, ve Board
Meetings were held on the following dates 30 th May, 2014,
8th August, 2014, 31st October, 2014, 13th February, 2015 and
26th March, 2015. The 68th Annual General Meeting (AGM) of
the Company was held on 8th August, 2014.

Meetings of Independent Directors

The Independent Directors of the Company meet before
the Board Meetings without the presence of the Chairman
& Managing Director or Executive Director or other
Non-Independent Directors or Chief Financial Ofcer or any
other Management Personnel.
These Meetings are conducted in an informal and exible
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 ow of
information between the Company Management and the Board
that is necessary for the Board to effectively and reasonably
perform their duties.

Audit Committee
This Committee comprises of the following Directors viz.
Mr. Deepak S. Parekh (Chairman of the Committee), Mr. Nadir
B. Godrej, Mr. M. M. Murugappan, Mr. R. K. Kulkarni and
Mr. Bharat Doshi. Except for Mr. Bharat Doshi, all the Members
are Independent Directors. All the Members of the Committee
possess strong accounting and nancial management
knowledge. The Company Secretary of the Company is the
Secretary of the Committee.
All the recommendations of the Audit Committee were
accepted by the Board.

22

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. A Report on Corporate Governance along
with a Certicate from the Statutory Auditors of the Company
regarding compliance with the conditions of Corporate
Governance as stipulated under Clause 49 of the Listing
Agreement form part of this Annual Report.

Vigil Mechanism
The Vigil Mechanism as envisaged in the Companies Act, 2013,
the Rules prescribed thereunder and the Listing Agreement is
implemented through the Companys Whistle Blower Policy
to enable the Directors and employees of the Company to
report genuine concerns, to provide for adequate safeguards
against victimisation of persons who use such mechanism and
make provision for direct access to the Chairman of the Audit
Committee.
Whistle Blower Policy of the Company is available on the
Companys website at the web-link: http://www.mahindra.
com/Investors/Mahindra-and-Mahindra/Governance
Further details are available in the Report on Corporate
Governance that forms part of this Annual Report.

The Sexual Harassment of Women at Workplace

(Prevention, Prohibition and Redressal) Act, 2013
The Company has in place an Anti-Sexual Harassment Policy
in line with the requirements of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013. Internal Complaints Committee (ICC) has been set
up to redress complaints received regarding sexual harassment.
All employees (permanent, contractual, temporary, trainees)
are covered under this Policy. The Policy is gender neutral.
The following is a summary of sexual harassment complaints
received and disposed off during the year 2014-15:
(a) Number of complaints of sexual harassment received
during the year 3
(b) Number of complaints disposed off during the year 3
(c) Number of cases pending for more than 90 days 0
(d) Number of workshops/awareness programme against
sexual harassment carried out 10

MAHINDRA & MAHINDRA LIMITED

(e) Nature of action taken by the employer or District Ofcer

1 Warning Letter, 2 Respondent Employees Resigned.

Business Responsibility Report

The Business Responsibility Report (BRR) of your Company
for the year 2014-15 forms part of this Annual Report, in
compliance with Clause 55 of the Listing Agreement. This
disclosure on certain non-nancial parameters is a mandatory
requirement for the top 100 listed companies (based on market
capitalisation) on the National Stock Exchange of India Limited
and BSE Limited.
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-dened 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 Companys risk management. The
Company has a robust Organisational structure for managing
and reporting on risks.
Your Company has constituted a Risk Management Committee
of the Board which is authorised to monitor and review risk
management plan and risk certicate. The Committee is also
empowered, inter alia, to review and recommend to the Board
the modications 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 comprises review of risks and Risk Management
Policy on periodic intervals.
The Board has approved the modications to the Risk
Management Policy which are made with the intention of
increasing the spectrum and reach of the risk management
processes across the Company. The Risk Management Policy,
inter alia, includes identication therein of elements of
risk, including those that may threaten the existence of the
Company. Risk management process has been established
across the organisation 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

organisation.

M. CORPORATE SOCIAL RESPONSIBILITY AND

RELATED MATTERS
Corporate Social Responsibility (CSR)
Since its inception your Company has been a socially responsible
corporate, making investments in the community which go
beyond any mandatory legal and statutory requirements. The
redened Core Purpose of the Company is to 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. In line
with the Companys Core purpose, the CSR vision is to focus
our efforts within the constituencies of girls, youth & farmers
by innovatively supporting them through programs designed
in the domains of education, health and environment, while
harnessing the power of technology. By investing our CSR
efforts in these critical constituencies which contribute to
nation building and the economy, your Company will enable
the stakeholders and communities to RISE.

CSR Policy
The Corporate Social Responsibility Committee had formulated
and recommended a Corporate Social Responsibility Policy
to the Board of the Company which was subsequently
adopted by it and is being implemented by the Company. The
web-link to the CSR Policy is http://www.mahindra.com/
resources /RHS-Elements /5.0-How-we-help /Mahindra-CSRPolicy.pdf
A brief overview of projects or programs proposed to be
undertaken is available at the web-link http://www.mahindra.
com/How-We-Help

CSR Committee
Your Company has constituted a CSR Committee comprising of
Dr. Vishakha N. Desai (Chairperson), Mr. Anand G. Mahindra,
Mr. Bharat Doshi, Mr. R. K. Kulkarni, Dr. Pawan Goenka and
Mr. Vikram Singh Mehta to monitor the CSR activities.

CSR Initiatives
Major CSR initiatives undertaken by the Company during the
Financial Year 2014-15 were as follows:
a.

Project Nanhi Kali: Provision of educational support to

underprivileged girls from poor urban, remote rural and
conict aficted communities across India.

23

b.

Mahindra Pride School: Livelihood training program for

youth from socially and economically disadvantaged groups.

projects like water management and energy conservation,

while consolidating the initiatives of the previous years.

c.

Lifeline Express: A Mobile hospital on a train, providing

medical interventions and surgeries in remote rural areas.

d.

Mahindra Hariyali: Afforestation initiative to improve

green cover and protect bio-diversity in the country and
also contribute to the livelihood of farmers.

e.

Swachh Bharat Swachh Vidyalaya: Construction of

toilets primarily for girls in Government Schools.

f.

Integrated Watershed Development Project: A public

private partnership with the Government of Madhya
Pradesh for conservation of soil and water.

Over the years, after consistently evolving on sustainability

performance, it was time for your Company to signicantly raise
the bar and widen the sustainability horizon. During the year
under review, your Company looked deeper into existing as well as
emerging materiality issues and aligned the sustainability actions
with newer expectations of external stakeholders to crystallise
business specic Sustainability Roadmap for a period of 3 years.
The issues included in the roadmaps are Eco-efciency, Green
Supply Chain Management, Responsible Product Development,
Employee Care and Development and Community Development.
To ensure that the roadmaps remain relevant at all times, an
annual review and realignment process has been put in place.

g.

Mahindra Saarthi Abhiyaan: Scholarships to daughters

of truck drivers which allow them to pursue higher
education thus reducing drop outs amongst girls.

h.

Vijay Vidharba: Improving livelihood opportunities and

prosperity of farmers by training them in effective farming
practices including soil health, crop planning, creating
model farms with bio-dynamic farming practices, etc.,
thereby increasing crop productivity.

i.

Biogas Project: Setting up a biogas plant to covert food

waste and other waste into energy.

j.

BAJA: Training under-graduate engineering students in

automotive engineering enabling them to get jobs in the
automobile industry.

k.

Employee Social Options (Esops): The Companys Esops

program supports employees in creating volunteering
projects based on the needs of underprivileged
communities in and around their places of work.

During the year, your Company achieved the status of being

a Water Positive Company using offsetting methodology.
The Micro Irrigation installations in Gujarat have saved 8.4
million m3 of water against the 6.1 million m3 water consumed
by the entire Mahindra Group Companies put together. This
is veried with limited level of assurance by Bureau Veritas
Certication (BVCI) based on references, data, documentation,
records and invoices submitted. This is a step towards
conserving water which is a fast depleting essential resource
for survival.
Your Company also believes in actively collaborating with the
other players in the Indian Industry to respond to the Countrys
emerging challenges. Hence, your Company has signed up
for the India Business and Bio-diversity Initiative (IBBI) with
CII-ITC CESD.
Complete details of the Sustainability performance for 2014-15
will be elaborated in the GRI Report which is under preparation
and will be ready for release shortly.

During the year under review, your Company spent Rs. 83.24
crores on CSR activities. The amount equal to 2% of the
average net prot for the past three Financial Years is Rs. 83.03
crores. The detailed Annual Report on CSR activities is annexed
herewith and marked as Annexure V.

The consistent performance of your Company on the ESG

dimensions was recognised during the year, by way of:
s

'ETTINGLISTEDONTHE$OW*ONES3USTAINABILITY)NDEX 
under the Emerging Market Index for the consecutive
second year with improvement in percentile scores.

Sustainability Initiatives

s

2ETAININGITSPOSITIONINTHETOPINTHE)NDIA#ARBON
Disclosure Leadership Index 2014.

s

!PPEARING rd in the list of Top 100 companies in India

for Sustainability and CSR presented by Economic Times
Corporate Dossier, in partnership with Futurescape and
IIM Udaipur.

s

&EATURING IN 3USTAINALYTICS n #HANNEL .EWS!SIA

Sustainability Ranking the rst of its kind in Asia.

th

During the year under review, the 7 Sustainability Report

for the year 2013-14 was released and like earlier six years this
Report was also externally assured by KPMG with GRI checked
application level A+.
Your Company continued its Sustainability journey retaining
the focus on Environmental, Social and Governance (ESG)
parameters, through successful implementation of several

24

MAHINDRA & MAHINDRA LIMITED

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 furnished in Annexure VI and is attached to this
Report.

subsidiaries. The Whole Time Director of the Company did not

receive any commission from any of its subsidiaries. However,
the Whole Time Director has exercised ESOPs of subsidiaries
of the Company during the year, which were granted in the
earlier year(s).
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:

N. SECRETARIAL

1.

Issue of equity shares with differential rights as to

dividend, voting or otherwise.

Share Capital

2.

Issue of Shares (Including Sweat Equity Shares) to

employees of the Company under any Scheme save and
except ESOS referred to in this Report.

3.

Signicant or material orders passed by the Regulators or

Courts or Tribunals which impact the going concern status
and the Companys operations 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 benecially hold shares as envisaged under
section 67(3)(c) of the Companies Act, 2013).

During the year under review, your Company allotted

52,00,000 Ordinary (Equity) Shares of Rs. 5 each to the Trustees
of Mahindra & Mahindra Employees Stock Option Trust.
Consequently, the issued, subscribed and paid-up Share Capital
of the Company stood at Rs. 310.55 crores as at 31st March,
2015 comprising of 62,10,92,384 Ordinary (Equity) Shares of
Rs. 5 each fully paid-up.

Extract of Annual Return

Pursuant to sub-section 3(a) of section 134 and sub-section (3)
of section 92 of the Companies Act, 2013 read with Rule 12(1)
of the Companies (Management and Administration) Rules,
2014, an extract of the Annual Return as on 31st March, 2015
in Form No. MGT 9 is attached herewith as Annexure VII and
forms part of this Report.

For and on behalf of the Board

General
The Chairman & Managing Director of the Company did
not receive any remuneration or commission from any of its

ANAND G. MAHINDRA
Chairman & Managing Director
Mumbai, 29th May, 2015

25

ANNEXURE I
SECRETARIAL AUDIT REPORT
For the Financial Year ended 31 March, 2015
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members,
Mahindra and Mahindra Limited
Gateway Building, Apollo Bunder
Mumbai 400 001
I have conducted the Secretarial Audit of the compliance of
applicable statutory provisions and the adherence to good
corporate practices by Mahindra and Mahindra Limited
(hereinafter called the Company). Secretarial Audit was
conducted in a manner that provided me a reasonable basis
for evaluating the corporate conduct/statutory compliances
and expressing my opinion thereon.
Based on my verication of the Companys books, papers,
minute books, forms and returns led and other records
maintained by the Company and also the information
provided by the Company, its ofcers, agents and authorised
representatives during the conduct of secretarial audit, I
hereby report that in my opinion, the Company has, during the
audit period covering the nancial year ended on 31 March,
2015, complied with the statutory provisions listed hereunder
and also that the Company has proper Board-processes and
compliance-mechanism in place to the extent, in the manner
and subject to the reporting made hereinafter.
I have examined the books, papers, minute books, forms and
returns led and other records maintained by the Company for
the nancial year ended on 31 March, 2015 according to the
provisions of:
(i)

The Companies Act, 2013 (the Act) and the rules made
thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (SCRA)

and the rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Byelaws framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the rules
and regulations made thereunder to the extent of foreign
direct investment, overseas direct investment and external
commercial borrowings;
26

(v) The following Regulations and Guidelines prescribed under

the Securities and Exchange Board of India Act, 1992 (SEBI
Act):(a) The Securities and Exchange Board of India (Substantial
Acquisition of Shares and Takeovers) Regulations,
2011;
(b) The Securities and Exchange Board of India (Prohibition
of Insider Trading) Regulations, 1992;
(c) The Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations,
2009 (Not applicable to the Company during the
Audit period);
(d) The Securities and Exchange Board of India (Employee
Stock Option Scheme and Employee Stock Purchase
Scheme) Guidelines, 1999 and The Securities and
Exchange Board of India (Share Based Employee
Benets) Regulations, 2014;
(e) The Securities and Exchange Board of India (Issue and
Listing of Debt Securities) Regulations, 2008;
(f) The Securities and Exchange Board of India (Registrars
to an Issue and Share Transfer Agents) Regulations, 1993
regarding the Companies Act and dealing with client;
(g) The Securities and Exchange Board of India (Delisting
of Equity Shares) Regulations, 2009 (Not applicable to
the Company during the Audit period); and
(h) The Securities and Exchange Board of India (Buyback
of Securities) Regulations, 1998 (Not applicable to the
Company during the Audit period).
I further report that having regard to the compliance system
prevailing in the Company and on examination of the relevant
documents and records in pursuance thereof, the Company has
complied with the following laws applicable specically to the
Company:
(a) The Motor Vehicles Act, 1988 and the Rules made
thereunder;

MAHINDRA & MAHINDRA LIMITED

(b) The Tractor Cess Rules, 1992;

I further report that

(c) The Batteries (Management and Handling) Rules, 2001;

The Board of Directors of the Company is duly constituted with

proper balance of Executive Directors, Non-Executive Directors
and Independent Directors. The changes in the composition of
the Board of Directors that took place during the period under
review were carried out in compliance with the provisions of
the Act.

(d) The Petroleum Act, 1934 and the Rules made thereunder;
(e) The Ozone Depleting Substances (Regulation and
Control) Rules 2000 and The Ozone Depleting Substances
(Regulation and Control) Amendment Rules, 2001;
(f) The Plastic Manufacture, Sale and Usage Rules, 1999;
(g) Food Safety and Standards Act, 2006;
(h) Insecticide Act,1968 & Rules made thereunder;
(i)

Agricultural Produce (Grading and Marking) Act, 1937;

(j) The Seeds Act, 1966;

(k) The Seeds Control Order, 1983;
(l)

Mandi taxes of various States;

(m) The Essential Commodities Act,1955.

I have also examined compliance with the applicable clauses
of the following:
(i)

Secretarial Standards issued by the Institute of Company

Secretaries of India (Not notied and hence not applicable
to the Company during the Audit period);

(ii) Listing Agreements entered into by the Company with BSE

Ltd. and the National Stock Exchange of India Ltd.
During the period under review the Company has complied
with the provisions of the Act, Rules, Regulations, Guidelines,
Standards, etc. mentioned above.

Adequate notice is given to all directors to schedule the Board

Meetings, agenda and detailed notes on agenda were sent at
least seven days in advance, and a system exists for seeking and
obtaining further information and clarications on the agenda
items before the meeting and for meaningful participation at
the meeting.
As per the minutes of the meetings duly recorded and signed
by the Chairman, the decisions of the Board were unanimous
and no dissenting views have been recorded.
I further report that there are adequate systems and processes
in the Company commensurate with the size and operations
of the Company to monitor and ensure compliance with
applicable laws, rules, regulations and guidelines.
I further report that during the audit period no specic
events / actions took place having a major bearing on the
Companys affairs in pursuance of the above referred laws,
rules, regulations, guidelines, standards etc. referred to above.

Place : Pune
Date : 19 May 2015

Sachin Bhagwat
ACS: 10189
CP: 6029

27

ANNEXURE II
ESOP SCHEMES
Disclosures in compliance with the SEBI (Share Based Employee Benets)Regulations, 2014 read with erstwhile SEBI (Employees Stock
Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999:
A

Options
granted

Mahindra & Mahindra Limited Employees Stock Option Scheme - 2000 (2000 Scheme) 1,52,00,898
Mahindra & Mahindra Limited Employees Stock Option Scheme - 2010 (2010 Scheme) 48,87,568

The
pricing
formula

2000 Scheme

2010 Scheme

1st
Tranche

2nd
Tranche

3rd
Tranche

4th
Tranche

5th
Tranche

6th
Tranche

7th
Tranche

8 th
Tranche

9 th
Tranche

10 th
Tranche

11th
Tranche

1st
Tranche

2nd
Tranche

3rd
Tranche

4th
Tranche

Average
price
preceding
the
specied
date 27th
September,
2001

Average
price
preceding
the
specied
date
30 th May,
2003

Discount
of 5.13%
on the
average
price
preceding
the
specied
date
31st May,
2004

Discount
of 4.85%
on the
average
price
preceding
the
specied
date
30 th May,
2005

Average
price
preceding
the
specied
date 14th
September,
2005

Discount
of 5.02%
on the
average
price
preceding
the
specied
date
29 th May,
2006

Discount
of 4.89%
on the
average
price
preceding
the
specied
date 13 th
September,
2006

Discount
of 4.97%
on the
average
price
preceding
the
specied
date
30 th July,
2007

Discount
of 5.03%
on the
average
price
preceding
the
specied
date 4th
August,
2008

Discount
of 4.97%
on the
average
price
preceding
the
specied
date
30 th July,
2009

Discount
of 4.98%
on the
average
price
preceding
the
specied
date 7th
August,
2012

Options
issued
at Par
specied
date
29 th
October,
2010

Options
issued
at Par
specied
date 9 th
December,
2011

Options
issued
at Par
specied
date
25th
October,
2012

Options
issued
at Par
specied
date
13th
November,
2013

Average price

Average of the daily high and low of the prices for the Companys Equity Shares quoted on BSE Limited during 15 days
preceding the specied date.

The specied
date

Date on which the Governance, Nomination and Remuneration Committee decided to recommend to the Mahindra &
Mahindra Employees Stock Option Trust (Trust), the grant of Options.

Options vested

2000 Scheme 1,41,22,126

2010 Scheme 30,10,471

Options exercised

2000 Scheme 1,19,40,410

2010 Scheme 25,09,952

The total number of shares

arising as a result of exercise
of option

2000 Scheme 45,88,703 Equity Shares of Rs. 10 each. These were transferred from the Trust to the Eligible Employees prior
to sub-division of the Face Value of Equity Share from Rs. 10 to Rs. 5.
2000 Scheme 73,51,707 Equity Shares of Rs. 5 each. These were transferred from the Trust to the Eligible Employees during
the period 1st April, 2010 to 31st March, 2015.
2010 Scheme 25,09,952 Equity Shares of Rs. 5 each. These were transferred from the Trust to the Eligible Employees during
the period 1st April, 2011 to 31st March, 2015.

Options lapsed

2000 Scheme 16,52,179

2010 Scheme 5,66,653

Variation of terms of options

At the Sixty-rst Annual General Meeting of the Company held on 30 th July, 2007, 2000 Scheme was amended to provide for
recovery from Eligible Employees, the fringe benet tax in respect of Options which are granted to or vested or exercised by
the Eligible Employees on or after 1st April, 2007.

Money realised by
exercise of options

2000 Scheme Rs. 3,00,00,08,315

2010 Scheme Rs. 1,25,49,760
This amount was received by the Trust.

Total number of
options in force

2000 Scheme 16,08,309

2010 Scheme 18,10,963

Employee-wise details of
options granted to:
(i) Senior managerial personnel As per details of employee-wise options (Please refer O)

28

MAHINDRA & MAHINDRA LIMITED

(ii) Any other employee who

receives a grant in any one
year of option amounting
to 5% or more of option
granted during that year

2000 Scheme

Names

2010 Scheme

Options granted Names

during the
year ended 31st
March, 2004*

Options granted Names

during the
year ended 31st
March, 2005*

Options granted
during the
year ended 31st
March, 2014

Mr. Raghunath Murti 15,000

Mr. Pranab Datta

15,240

Mr. Rajesh Jejurikar

36,901

Mr. Hemant Luthra

Mr. Rajeev Dubey

15,000**

Mr. Ramakrishna
Subbaraman

23,146

15,240

Mr. Ramesh lyer

25,920

Mr. Allen Sequeira

10,160

Mr. Prince M.
Augustin

5,080

The Options granted stand augmented by an equal number of Options and

the Exercise Price stands reduced to half on account of the 1:1 Bonus Issue
made in September, 2005.

** The Options granted and outstanding as of 30 th March, 2010, stand augmented

by an equal number of Options and the Exercise Price stands reduced to half
on account of the sub-division of the Face Value of Equity Share from Rs. 10
to Rs. 5.
(iii) Identied employees who Nil
were
granted
option,
during any one year, equal
to or exceeding 1% of the
issued capital (excluding
outstanding warrants and
conversions) of the company
at the time of grant
K

Diluted Earnings Per Share (EPS) Rs. 53.66

pursuant to issue of shares on
exercise of option calculated
in accordance with Accounting
Standard (AS) 20 Earnings per
Share

Where the company has

calculated
the
employee
compensation cost using the
intrinsic value of the stock
options, the difference between
the employee compensation
cost so computed and the
employee compensation cost
that shall have been recognised
if it had used the fair value of
the options, shall be disclosed.
The impact of this difference
on prots and on EPS of the
company shall also be disclosed.

Weighted-average
exercise
prices and weighted-average
fair values of options shall be
disclosed separately for options
whose exercise price either
equals or exceeds or is less than
the market price of the stock.

The Company has calculated the employee compensation cost using the intrinsic value of stock options. Had the fair value
method been used, in respect of stock options granted on or after 30 th June, 2003, under 2000 Scheme and 2010 Scheme,
the employee compensation cost would have been lower by Rs. 1.94 crores, Prot after tax higher by Rs. 1.94 crores and
the basic and diluted earnings per share would have been higher by Rs. 0.03 and Rs. 0.03 respectively.

2000 Scheme
Options Grant
Date

Exercise price
(Rs.)

2010 Scheme
Fair value
(Rs.)

Options Grant
Date

Exercise price
(Rs.)

Fair value
(Rs.)

No options were granted during the year, hence no valuation

29

2000 Scheme

A description of the method and

signicant assumptions used during
the year to estimate the fair values
of options, including the following
weighted-average information:
(i)

risk-free interest rate,

(ii)

expected life,

2010 Scheme
No options were granted during the year

(iii) expected volatility,

(iv)

expected dividends, and

(v)

the price of the underlying

share in market at the time of
option grant.

O. DETAILS OF EMPLOYEE-WISE OPTIONS [Please refer J(i)]

Name of Senior Managerial
Persons (including key
managerial personnel) to
whom Stock Options have
been granted
Mr. Bharat Doshi

2000 Scheme
Options
granted in
December,
2001*
(@)

Options
granted in
May,
2003*
(@@)

Options
granted in
June,
2005**
($)

Options
granted in
October,
2005
(#)

2010 Scheme

Options
granted in
September,
2006*
($$)

Options
granted in
July, 2007
($$$)

Options
granted
in August,
2008
($$$$)

Options
granted
in August,
2012
($$$$$)

Options
granted in
January,
2011
($$$$$$)

1,00,000

Nil

*10,000***

Nil

11,345***

*8,362***

*29,039***

Nil

71,080

Dr. Pawan Goenka

25,290

Nil

*7,500***

*15,000***

11,345***

12,543***

37,336***

Nil

71,080
Nil

Mr. Deepak S. Parekh

20,000

Nil

*5,000

Nil

Nil

Nil

Nil

Nil

Mr. Nadir B. Godrej

20,000

Nil

*5,000

Nil

Nil

Nil

Nil

Nil

Nil

Mr. M. M. Murugappan

20,000

Nil

*5,000

Nil

Nil

Nil

Nil

Nil

Nil

1,00,000

Nil

*10,000

Nil

11,345***

*8,362***

*24,890***

Nil

Nil

20,000

Nil

*5,000

Nil

Nil

Nil

Nil

Nil

Nil

Mr. A. K. Nanda (##)

Mr. Narayanan Vaghul (##)
Mr. R. K. Kulkarni

20,000

Nil

*5,000

Nil

Nil

Nil

Nil

Nil

Nil

Mr. Anupam Puri

20,000

Nil

&5,000***

Nil

Nil

Nil

Nil

Nil

Nil

Dr. Vishakha N. Desai

Nil

Nil

Nil

Nil

Nil

Nil

Nil

10,000

Nil

Mr. Vikram Singh Mehta

Nil

Nil

Nil

Nil

Nil

Nil

Nil

10,000

Nil

Mr. S. B. Mainak
Mr. V S Parthasarathy
Mr. Narayan Shankar

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

5,080

Nil

*5,000

Nil

4,747***

*4,797***

*12,479***

Nil

31,523

Nil

1,780

*1,250

Nil

1,727***

*2,705***

5,626***

Nil

9,088

& Unexercised options lapsed

## ceased to be a Director with effect from 8th August, 2014.
Options granted on

Vesting period

Exercise period

Exercise price

(@)

December, 2001

Already vested in December, 2002

Within ve years from the date of vesting

**Rs. 59 per share***

(@@)

May, 2003

Already vested in May, 2004

Within ve years from the date of vesting

**Rs. 123 per share***

($)

June, 2005

Already vested in June, 2006

Within ve years from the date of vesting

**Rs. 454 per share***

(#)

October, 2005

Already vested in October, 2006

Within ve years from the date of vesting

Rs. 361 per share***

($$)

September, 2006

Four equal instalments in September,

2007, 2008, 2009 and 2010 respectively

On the date of Vesting or within ve years

from the date of Vesting

Rs. 616 per share***

($$$)

July, 2007

Four equal instalments in July, 2008,

2009, 2010 and 2011 respectively

On the date of Vesting or within ve years

from the date of Vesting

Rs. 762 per share***

($$$$)

August, 2008

Four equal instalments in August, 2009,

2010, 2011 and 2012 respectively

On the date of Vesting or within ve years

from the date of Vesting

Rs. 500 per share***

($$$$$)

August, 2012

Four equal instalments in August, 2013,

2014, 2015 and 2016 respectively

On the date of Vesting or within ve years

from the date of Vesting

Rs. 662 per share

($$$$$$)

January, 2011

Five equal instalments in January, 2012,

2013, 2014, 2015 and 2016 respectively

On the date of Vesting or within six months

from the date of Vesting

Rs. 5 per share

*
**

All these Options have been exercised.

The Options granted stands augmented by an equal number of Options and the Exercise Price stands reduced to half on account of the 1:1 Bonus Issue made
in September, 2005.
*** Further, the number of Stock Options granted and outstanding as on 30 th March, 2010, stands augmented by an equal number of Options and Exercise Price
stands reduced to half on account of Sub-division of each Ordinary (Equity) Share of the Company having a Face Value of Rs. 10 each fully paid-up into 2 (Two)
Ordinary (Equity) Shares of the Face Value of Rs. 5 each fully paid-up.

30

MAHINDRA & MAHINDRA LIMITED

ANNEXURE III
DETAILS OF REMUNERATION
Details pertaining to remuneration as required under section 197(12) read with Rule 5(1) of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014
The percentage increase in remuneration of each Director, Chief Financial Ofcer and Company Secretary during the Financial Year 2014-15,
ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the Financial Year 2014-15 and the
comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:
Sr.
No.

Name of Director/KMP

Designation

Remuneration
of Director/KMP
for the Financial
Year 2014-15
(Rs. in crores)
(Excluding
perquisite
value of ESOPs
exercised)

Remuneration
of Director/
KMP for the
Financial
Year 2014-15
(Rs. in crores)
(Including
perquisite
value of ESOPs
exercised)

% increase in
Remuneration
in the Financial
Year 2014-15
(Excluding
perquisite
value of ESOPs
exercised)

% increase in
Remuneration
in the
Financial
Year 2014-15
(Including
perquisite
value of
ESOPs
exercised)

1.

Mr. Anand Mahindra

Chairman &
Managing
Director

5.98

5.98

15.33%

15.33%

2.

Dr. Pawan Goenka

Executive
Director

5.98

10.38

33.35% $

131.64% $

3.

Mr. Deepak S. Parekh #

0.33

0.33

22.76%

22.76%

4.

Mr. Nadir B. Godrej #

0.33

0.33

33.33%

33.33%

4.97

5.

Mr. M. M. Murugappan #

0.34

0.34

31.56%

31.56%

5.17

6.

Mr. Bharat Doshi

0.64

2.51

-91.23%

-70.61%

38.04

7.

Mr. A. K. Nanda@

0.27

0.27

-35.53%

-35.53%

8.

Mr. Narayanan Vaghul # @

0.11

0.11

-56.73%

-56.73%

9.

Mr. R. K. Kulkarni #

0.36*

0.36

39.38%

39.38%

5.40

10.

Mr. Anupam Puri #

0.25

0.25

11.36%

11.36%

3.71

11.

0.22**

0.22

203.45%

203.45%

3.33

12.

Mr. S. B. Mainak^
(Nominee of LIC)
Dr. Vishakha N. Desai #

0.27

0.27

27.64%

27.64%

4.02

13.

Mr. Vikram Singh Mehta #

0.30

0.30

32.46%

32.46%

4.57

14.

Mr. V S Parthasarathy

2.52

4.05

15.84%

49.30%

Remuneration
increased by 15.84%
whereas prot
before tax decreased
by 4.59%

Remuneration
increased by 49.30%
whereas prot
before tax decreased
by 4.59%

15.

Mr. Narayan Shankar

Independent
Director
Independent
Director
Independent
Director
Non-Executive
Director
Non-Executive
Director
Independent
Director
Independent
Director
Independent
Director
Nominee
Director
Independent
Director
Independent
Director
Group CFO,
Group CIO
& President
(Group
Finance and
M&A)
Company
Secretary

0.96

2.17

8.15%

145.01%

Remuneration
increased by 8.15%
whereas prot
before tax decreased
by 4.59%

Remuneration
increased by
145.01% whereas
prot before tax
decreased by 4.59%

@
^
*
**
$

Ratio of
Remuneration
of each Director
to median
remuneration
(including
perquisite value of
ESOPs exercised) of
employees for the
Financial Year

Comparison of the
Remuneration of
the KMP against the
performance of the
Company (Excluding
perquisite value of
ESOPs exercised)

Remuneration
increased by 15.33%
whereas prot
before tax decreased
by 4.59%
157.21 Remuneration
increased by 33.35%
whereas prot
before tax decreased
by 4.59%
4.98
90.61

Comparison of the
Remuneration of
the KMP against the
performance of the
Company (Including
perquisite value of
ESOPs exercised)

Remuneration
increased by 15.33%
whereas prot
before tax decreased
by 4.59%
Remuneration
increased by
131.64% whereas
prot before tax
decreased by 4.59%

The remuneration of Independent Directors covers sitting fee and commission.

Ceased to be a Director with effect from 8 th August, 2014.
Mrs. D. Vijayalakshmi, Nominee of LIC resigned with effect from 5th June, 2013 and Mr. S. B. Mainak was appointed as an Additional Director with effect from 13th
November, 2013.
Paid/Payable to Khaitan & Co., in which Mr. R. K. Kulkarni is a Partner.
Paid/Payable to LIC.
Dr. Pawan Goenka was appointed as an Executive Director with effect from 23rd September, 2013. For the purpose of ascertaining % increase in remuneration in the
Financial Year 2014-2015, his remuneration as a President-Automotive and Farm Equipment Sectors for the period 1st April, 2013 to 22nd September, 2013 is also considered
for a meaningful comparison.

31

I.

The ratio of the remuneration of each director to the

median remuneration of the employees of the company
for the Financial Year:

The Initial Public offer was made by the Company in the

year 1955 and the issue was for 2,16,382 Ordinary Shares
of Rs.10 each, at par. The shares of the Company were
rst listed on the BSE Limited in the year 1956. The closing
share price of the Company at BSE Limited on 31st March,
2015 was Rs. 1,187.15 per equity share of face value of
Re. 5 each indicating a Compounded Annual Growth Rate
of 14.38%. This is after giving effect to the subdivision of
face value of shares from Rs. 10 to Rs. 5 and benet on
account of shares issued by way of Bonus but excluding
the dividend accrued.

The median remuneration of employees of the Company

during the Financial Year was Rs. 6.60 lakhs and ratio
of the remuneration of each Director to the median
remuneration of the employees of the Company for the
Financial Year is provided in the above table.
II.

The percentage increase in the median remuneration of

employees in the Financial Year:
In the Financial Year, there was an increase of 12.00% in
the median remuneration of employees.

III. The number of permanent employees on the rolls of

Company:
There were 19,836 permanent employees on the rolls of
the Company as on 31st March, 2015.

VII. Average percentile increase already made in the salaries

of employees other than the managerial personnel in the
last Financial Year and its comparison with the percentile
increase in the managerial remuneration and justication
thereof and point out if there are any exceptional
circumstances for increase in the managerial remuneration:
Average percentage increase made in the salaries of
employees other than the managerial personnel in the
last Financial Year i.e. 2014-15 was 14.05% whereas the
increase in the managerial remuneration for the Financial
Year 2014-15 was 5%.

IV. The explanation on the relationship between average

increase in remuneration and company performance:
Relationship between average increase in remuneration
and company performance is:
The average remuneration increased by 13% in 2014-15
whereas the Prot before Tax decreased by 4.59% in
2014-15.
As per the remuneration policy of your Company,
employees are compensated broadly in comparison
with the median of the comparator basket, on the basis
of performance, potential and criticality for achieving
competitive advantage in the business. The compensation
structure has been built by regular annual benchmarking
over the years with relevant players across the industry in
which your Company operates in. Salary increases during
the year were in line with your Companys performance as
well as per Companys market competitiveness.
V.

Comparison of the remuneration of the Key Managerial

Personnel against the performance of the Company:

Justication: Increase in remuneration of the Chairman &

Managing Director and Whole Time Director is decided
based on the individual performance, ination, prevailing
industry trends and benchmarks.
The remuneration of Non-Executive Directors consists of
commission, sitting fees and perquisites, if any. While
deciding the remuneration, various factors such as
Directors participation in Board and Committee Meetings
during the year, other responsibilities undertaken, such as
membership or Chairmanship of Committees, etc. were
taken into consideration.
VIII. The key parameters for any variable component of
remuneration availed by the Directors:
The key parameters for the variable component of
remuneration availed by the Directors are considered by
the Board of Directors based on the recommendations
of the Governance, Nomination and Remuneration
Committee as per the Policy for Remuneration of
the Directors, Key Managerial Personnel and other
Employees.

The total remuneration of Key Managerial Personnel

increased by 70.23% from Rs. 13.26 crores in 2013-14 to
Rs. 22.58 crores in 2014-15 whereas the Prot before
Tax decreased by 4.59% to Rs. 4,168.89 crores in 2014-15
(Rs. 4,369.43 crore in 2013-14).
VI. Variations in the market capitalisation of the company,
price earnings ratio as at the closing date of the current
Financial Year and previous Financial Year and percentage
increase or decrease in the market quotations of the
shares of the company in comparison to the rate at which
the company came out with the last public offer in case
of listed companies:
st

The market capitalisation as on 31 March, 2015 was

Rs. 73,732.98 crores (Rs. 60,387.49 crores as on 31st March,
2014). The price earnings ratio of the Company was 21.14
as at 31st March, 2015 and was 15.40 as at 31st March, 2014.

32

IX. The ratio of the remuneration of the highest paid director

to that of the employees who are not directors but receive
remuneration in excess of the highest paid director during
the year:
Not applicable.
X.

Afrmation that the remuneration is as per the

remuneration policy of the company:
It is hereby afrmed that the remuneration paid is as
per the Policy for Remuneration of the Directors, Key
Managerial Personnel and other Employees.

MAHINDRA & MAHINDRA LIMITED

ANNEXURE IV-A
POLICY ON APPOINTMENT OF DIRECTORS AND SENIOR MANAGEMENT AND SUCCESSION PLANNING FOR
ORDERLY SUCCESSION TO THE BOARD AND THE SENIOR MANAGEMENT
DEFINITIONS

of the appropriate member. The Board through the

Chairman & Managing Director will interact with the
new member to obtain his/her consent for joining the
Board. Upon receipt of the consent, the new Director
will be co-opted by the Board in accordance with the
applicable provisions of the Companies Act, 2013 and
Rules made thereunder.

The denitions of some of the key terms used in this Policy are
given below.
Board means Board of Directors of the Company.
Company means Mahindra & Mahindra Limited.
Committee(s) means Committees of the Board for the time
being in force.

REMOVAL OF DIRECTORS

Employee means employee of the Company whether

employed in India or outside India including employees in the
Senior Management Team of the Company.
Key Managerial Personnel (KMP) refers to key managerial
personnel as dened under the Companies Act, 2013 and
includes:

If a Director is attracted with any disqualication as

mentioned in any of the applicable Act, rules and
regulations thereunder or due to non-adherence to
the applicable policies of the company, the GNRC may
recommend to the Board with reasons recorded in writing,
removal of a Director subject to the compliance of the
applicable statutory provisions.

(i)

SENIOR MANAGEMENT PERSONNEL

HR means the Human Resource Department of the Company.

Managing Director (MD), or Chief Executive Ofcer (CEO);

or Manager; or Whole Time Director (WTD)

The GNRC shall identify persons who are qualied to

become directors and who may be appointed in senior
management team in accordance with the criteria laid
down above.
Senior Management personnel are appointed or promoted
and removed/relieved with the authority of Chairman &
Managing Director based on the business need and the
suitability of the candidate. The details of the appointment
made and the personnel removed one level below the Key
Managerial Personnel during a quarter shall be presented
to the Board.

(ii) Chief Financial Ofcer (CFO); and

(iii) Company Secretary (CS).
Governance, Nomination and Remuneration Committee
(GNRC) means Governance, Nomination and Remuneration
Committee of Board of Directors of the Company for the time
being in force.
Senior Management means personnel of the Company who
are members of its Core Management Team excluding Board of
Directors comprising of all members of management one level
below the executive directors including the functional heads.
I.

APPOINTMENT OF DIRECTORS

s

4HE'.2#REVIEWSANDASSESSES"OARDCOMPOSITIONAND
recommends the appointment of new Directors. In
evaluating the suitability of individual Board member,
the GNRC shall take into account the following criteria
regarding qualications, positive attributes and
independence of director:
1.

s

All Board appointments will be based on

merit, in the context of the skills, experience,
independence and knowledge, for the Board as
a whole to be effective.

2.

Ability of the candidates to devote sufcient time

and attention to his professional obligations as
Independent Director for informed and balanced
decision making.

3.

Adherence to the Code of Conduct and highest

level of Corporate Governance in letter and in
spirit by the Independent Directors.

ASEDONRECOMMENDATIONOFTHE'.2#THE"OARDWILL
"
evaluate the candidate(s) and decide on the selection

II.

SUCCESSION PLANNING:
Purpose:
The Talent Management Policy sets out the approach to the
development and management of talent in the Mahindra
Group to ensure the implementation of the strategic
business plans of the Group and the Group Aspiration of
being among the Top 50 globally most-admired brands
by 2021.
Board:
The successors for the Independent Directors shall be
identied by the GNRC at least one quarter before
expiry of the scheduled term. In case of separation of
Independent Directors due to resignation or otherwise,
successor will be appointed at the earliest but not later
than the immediate next Board meeting or three months
from the date of such vacancy, whichever is later.
The successors for the Executive Director(s) shall
be identied by the GNRC from among the Senior
Management or through external source as the Board may
deem t.
33

The GNRC will accord due consideration for the expertise

and other criteria required for the successor.
The Board may also decide not to ll the vacancy caused
at its discretion.
Senior Management Personnel:
A good succession-planning program aims to identify high
growth individuals, train them and feed the pipelines
with new talent. It will ensure replacements for key job
incumbents in KMPs and senior management positions in
the organization.
Signicantly, we have a process of identifying Hi-pots
and critical positions. Successors are mapped for these
positions at the following levels:
1.

Emergency successor

2.

Ready now

3.

Ready in 1 to 2 years

4.

Ready in 2 to 5 years

5.

Ready in more than 5 years

The Talent Management process is applicable to all

employees. Over the years, the Talent Management
framework has become a well-structured and processoriented system which is driven by an interactive and
collaborative network of Talent Councils at the Group and
Sector Levels. These Talent Councils, which consist mainly
of Senior business leaders supported by HR, are a mix of
Sector (Business) and Functional Councils coordinated by
an Apex Talent Council, headed by the Group Chairman.
The Apex Council reviews the work done by the Talent
Councils and facilitates movement of talent across Sectors.
The Sector/Functional Councils meet regularly throughout
the year and the Apex Council interacts with each one
of them separately once a year, and in addition conducts
an integrated meeting where the Chairpersons of all the
Councils are present.
The Talent Management process can be represented
pictorially as under:
Apex Group Councils

in order to ensure talent readiness as per a laddered

approach.
Employee Personal
Development Plans

Policy Statement
The Talent Management framework of the Mahindra
Group has been created to address three basic issues:
1)

Given the strategic business plans, do we have the

skills and competencies required to implement them?
If not, how do we create them by developing
them internally or through lateral induction from
outside?

2)

For critical positions, what is the succession pipeline?

3)

What are the individual development plans for

individuals both in the succession pipeline as well as
others?

The framework lays down an architecture and processes to

address these questions using the 3E approach:
a)

Experience i.e. both long and short-term assignments.

This has 70% weightage.

b)

Exposure i.e. coaching and mentoring 20%

weightage.

c)

34

Education i.e. learning and development initiatives

10% weightage.

Sector Councils

The
talent
pipeline is
Talent
Development
Iniaves

Funconal Councils

Talent Pool List

and Succession
Plans for Key
posions

Assessment and
Development

The talent pipeline is maintained and developed so as to

ensure that there is a seamless ow of talent. An important
part of this exercise is drawing up and implementing IDAPs
(Individual Development Action Plans) for every Executive
concerned using the 3E approach mentioned above.
For and on behalf of the Board
ANAND G. MAHINDRA
Chairman & Managing Director
Mumbai, 29th May, 2015

MAHINDRA & MAHINDRA LIMITED

ANNEXURE IV-B
POLICY FOR REMUNERATION OF THE DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES
Purpose
This Policy sets out the approach to Compensation of Directors,
Key Managerial Personnel and other employees in Mahindra
and Mahindra Limited.
Policy Statement
We have a well-dened Compensation policy for Directors,
Key Managerial Personnel and all employees, including the
Chairman, Presidents and other Members of the Group
Executive Board who are employees of the Company. The
overall compensation philosophy which guides us is that in
order to achieve global leadership and dominance in domestic
markets, we need to attract and retain high performers by
compensating them at levels that are broadly comparable with
the median of the comparator basket while differentiating
people on the basis of performance, potential and criticality
for achieving competitive advantage in the business.
In order to effectively implement this, we have built our
Compensation structure by a regular annual benchmarking over
the years with relevant players across the industry we operate in.
NON-EXECUTIVE INCLUDING INDEPENDENT DIRECTORS:
The Governance, Nomination and Remuneration Committee
(GNRC) shall decide the basis for determining the compensation,
both Fixed and variable, to the Non-Executive Directors,
including Independent Directors, whether as commission or
otherwise. The GNRC shall take into consideration various
factors such as directors participation in Board and Committee
meetings during the year, other responsibilities undertaken,
such as membership or Chairmanship of committees, time spent
in carrying out their duties, role and functions as envisaged
in Schedule IV of the Companies Act, 2013 and Clause 49 of
the Listing Agreement with Stock Exchanges and such other
factors as the GNRC may consider deem t for determining the
compensation. The Board shall determine the compensation to
Non-Executive Directors within the overall limits specied in
the Shareholders resolution.
Executive Directors:
The remuneration to Chairman & Managing Director and
Executive Director(s) shall be recommended by GNRC to the
Board. The remuneration consists of both xed compensation
and variable compensation and shall be paid as salary,
commission, performance bonus, stock options (where
applicable), perquisites and fringe benets as approved by the
Board and within the overall limits specied in the Shareholders
resolution. While the xed compensation is determined at the
time of their appointment, the variable compensation will be
determined annually by the GNRC based on their performance.
Key Managerial Personnel (KMPs)
The terms of remuneration of Chief Financial Ofcer (CFO)
shall be determined by the Audit Committee from time to time.
The terms of remuneration of the Company Secretary shall be
nalised/revised either by any Director or Mr. Rajeev Dubey or

Mr. V. S. Parthasarathy or Mr. S. Durgashankar or such other

person as may be authorised by the Board from time to time.
The remuneration shall be consistent with the competitive
position of the salary for similar positions in the industry and
their Qualications, Experience, Roles and Responsibilities.
Pursuant to the provisions of section 203 of the Companies
Act, 2013 the Board shall approve the remuneration at the
time of their appointment.
The remuneration to directors, KMPs and senior management
involves a balance between xed and incentive pay reecting
short and long-term performance objectives appropriate to
the working of the company and its goals.
Employees
We follow a differential approach in choosing the comparator
basket for benchmarking, depending upon the level in the
organization:
a. For all employees from Operational to Executive Band,
we benchmark with a set of comparators from the same
industry.
b. For Strategic band and above, we have a position-based
approach and the comparator basket includes benchmarks
from across relevant industries.
We have a CTC (Cost to Company) concept which includes a
xed component (Guaranteed Pay) and a variable component
(Performance pay). The percentage of the variable component
increases with increasing hierarchy levels, as we believe
employees at higher positions have a far greater impact
and inuence on the overall business result. The CTC is
reviewed once every year and the compensation strategy for
positioning of individuals takes into consideration the
following elements:
s 0ERFORMANCE
s 0OTENTIAL
s #RITICALITY
s ,ONGEVITYINGRADE
Remuneration for the new employees other than KMPs
and Senior Management Personnel will be decided by the
HR, in consultation with the concerned business unit head
at the time of hiring, depending upon the relevant job
experience, last compensation and the skill-set of the selected
candidate.
The Company may also grant Stock Options to the Employees
and Directors (other than Independent Directors and Promoter)
in accordance with the ESOP Scheme of the Company and subject
to the compliance of the applicable statutes and regulations.
For and on behalf of the Board
ANAND G. MAHINDRA
Chairman & Managing Director
Mumbai, 29th May, 2015
35

ANNEXURE V
CORPORATE SOCIAL RESPONSIBILITY
ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY
(CSR) ACTIVITIES FOR THE FINANCIAL YEAR 2014-15

The amount equal to 2% of the average net prot for the

past three Financial Years is Rs. 83.03 crores.

1.

Web link to the CSR Policy http://www.mahindra.com/

resources/RHS-Elements/5.0-How-we-help/Mahindra-CSRPolicy.pdf

A brief outline of the Companys CSR policy, including

overview of projects or programs proposed to be
undertaken and a reference to the web-link to the CSR
policy and projects or programs:

2.

Since its inception Mahindra & Mahindra Limited has been

a socially responsible corporate making investments in the
community which go beyond any mandatory legal and
statutory requirements. The redened Core Purpose of
the Company is to 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. In line with the Core
purpose, the Companys CSR vision is to focus our efforts
within the constituencies of girls, youth & farmers by
innovatively supporting them through programs designed
in the domains of education, health and environment,
while harnessing the power of technology. By investing our
CSR efforts in these critical constituencies who contribute
to nation building and the economy, we will enable our
stakeholders and communities to RISE. During the year,
the Company has spent Rs. 83.24 crores on CSR activities.

The Composition of the CSR Committee:

Dr. Vishakha N. Desai

Chairperson

Mr. Anand G. Mahindra

Member

Mr. Bharat Doshi

Member

Mr. R. K. Kulkarni

Member

Dr. Pawan Goenka

Member

Mr. Vikram Singh Mehta

Member

3.

Average net prot of the company for last three Financial

Years: Rs. 4,151.74 crores.

4.

Prescribed CSR Expenditure (two per cent. of the amount

as in item 3 above): Rs. 83.03 crores.

5.

Details of CSR spent during the Financial Year:

(a) Total amount to be spent for the Financial Year:
Rs. 83.03 crores.
(b) Amount unspent, if any: NA

(c) Manner in which the amount spent during the Financial Year is detailed below:
Sr.
No.

1
1.

36

CSR Project or activity identied

Sector in
which the
project is
covered
(As in
Schedule VII)

Promotion of
NANHI KALI Provides educational
Education
support (material and academic) to
underprivileged girls. In the Financial
Year 2014-15 the project supported the
education of 1,13,124 girls. Of these
14,262 girls were supported by the
Company while the Mahindra Group as
a whole supported 45,602 girls.

Projects or
programs
1) Local areas or
Other 2) Specify the
state and district
where projects
or programs was
undertaken
4
Others 9 states
of Maharashtra,
Chhattisgarh,
Andra Pradesh,
Tamil Nadu,
Delhi, Rajasthan,
Karnataka, Haryana
and Madhya
Pradesh

Amount Amount spent Cumulative Amount spent:

Outlay on the project Expenditure direct or through
(Budget) or programs
upto the implementing agency
Project or
1) Direct
reporting
program expenditure
period
wise on projects or
(In crores)
programs
2) overheads
(In crores)
5

6
6.31

7
6.32

8
6.32 Through an
implementing agency
K. C. Mahindra
Education Trust

MAHINDRA & MAHINDRA LIMITED

Sr.
No.

CSR Project or activity identied

Sector in
which the
project is
covered
(As in
Schedule VII)

2.

MAHINDRA PRIDE SCHOOL (MPs)

Provides 3 month livelihood training in
Hospitality, Retail and IT for youth from
socially and economically disadvantaged
backgrounds. In the Financial Year 201415, the Mahindra Group supported 5 MPs
in Pune, Chennai, Patna, Chandigarh and
Srinagar through which 3,515 students
were trained. The Company supported
the school in Srinagar where 375 students
were trained this year.

3.

K C MAHINDRA SCHOLARSHIP FOR

Promotion of
POST GRADUATE STUDIES ABROAD
Education
Interest free loan scholarships to
students to pursue post graduate studies
abroad. In the Financial Year 2014-15 45
students received this scholarship.

4.

Projects or
programs
1) Local areas or
Other 2) Specify the
state and district
where projects
or programs was
undertaken
4

Promoting
Others Srinagar
employment
enhancement
vocation skills
and livelihood
enhancement
projects

Amount Amount spent Cumulative Amount spent:

Outlay on the project Expenditure direct or through
(Budget) or programs
upto the implementing agency
Project or
1) Direct
reporting
program expenditure
period
wise on projects or
(In crores)
programs
2) overheads
(In crores)
5

1.50

1.50

1.50 Through an
implementing agency
K. C. Mahindra
Education Trust

Others Mumbai,
Maharashtra

0.50

0.50

0.50 Through an
implementing agency
K. C. Mahindra
Education Trust

MAHINDRA SCHOLARSHIP FOR UWC

Promotion of
STUDENTS need based scholarships
Education
for students studying at Mahindra UWC
College, Pune. 50 scholarships were
awarded in the Financial Year 2014-15.

Others Pune,
Maharashtra

6.00

6.00

6.00 Direct Mahindra

United World College

5.

Promotion of
SEVA MANDIR Provides quality
education to 1,217 children in the age Education
group of 6-14 years, through 38 Shiksha
Kendras.

Others Districts
of Udaipur and
Rajsamand in
Rajasthan.

0.27

0.25

0.25 Through an
implementing agency
Seva Mandir

6.

NAMASTE SCHOLARSHIP Enables

economically disadvantaged youth to
undergo livelihood training in Auto
Skills at Mahindra Namaste Private
Limited 1450 Mahindra Namaste
scholarships @ INR 34,000/- will be
given over 3 years.

Promoting
Others Bangalore,
employment
Karnataka
enhancement
vocation skills
and livelihood
enhancement
projects

2.47

2.47

2.47 Through an
implementing agency
Naandi Foundation

7.

SWACHH BHARAT SWACHH VIDYALAYA

Constructing 5,000 toilets primarily
for girls in Government schools under
the Swachha Bharat Swaccha Vidhyalaya
Program.

Promoting
preventive
healthcare &
sanitation

14.39

14.40

Others Assam,
Bihar, Chattishgarh,
Gujarat, Haryana,
Jharkhand,
Karnataka, Manipur,
Meghalaya,
Rajasthan,
Telangana, Uttar
Pradesh, Andhra
Pradesh

14.40 Through an
implementing
agency Mahindra
Foundation

37

Sr.
No.

CSR Project or activity identied

Sector in
which the
project is
covered
(As in
Schedule VII)

Projects or
programs
1) Local areas or
Other 2) Specify the
state and district
where projects
or programs was
undertaken
4

Amount Amount spent Cumulative Amount spent:

Outlay on the project Expenditure direct or through
(Budget) or programs
upto the implementing agency
Project or
1) Direct
reporting
program expenditure
period
wise on projects or
(In crores)
programs
2) overheads
(In crores)
5

8.

Contribution
JAMMU & KASHMIR DISASTER RELIEF
Others Jammu &
Contribution to Prime Minister's fund to Prime
Kashmir
Minister's
for J&K disaster relief
National relief
Fund

2.00

2.00

2.00 Through an
implementing agency
Prime Minister's
Fund for J&K disaster
relief

9.

Others 7 affected
CYCLONE HUDHUD RELIEF PROGRAM Ensuring
Planting 6.2 lakh trees in cyclone
Environmental Mandals of
affected areas to restore ecological
Sustainability Visakhapatnam
sustainability in the area as well as
District (Araku,
provide direct livelihood support to
Paderu, Dumbriguda,
4,000 Adivasi families
Anantagiri,
Hukumpeta,
Peddabayallu and
Munchingput)

1.50

1.50

1.50 Through an
implementing agency
Naandi Foundation

10.

PROJECT HARIYALI - Tree plantation

to increase green cover & improve
livelihood of farmers. In the Financial
Year 2014-15 the Mahindra Group
planted 1.55 million trees and has
planted more than 7.98 million trees
across India till date.

Ensuring
Others Araku,
Environmental Andhra Pradesh
Sustainability

1.60

1.60

1.60 Through an
implementing agency
Naandi Foundation

11.

SOCIAL SCIENCE RESEARCH

at the Centre for Research & Rural
Industrial Development

Promotion of
Education

Others
Chandigarh

0.50

0.10

0.10 Through an
implementing agency
Centre for Research
& Rural Industrial
Development

12.

CARE FOR SENIOR CITIZENS

Adhata Trust

Promoting
the setting
up of old age
homes, day
care centers
and such

Others Mumbai,
Maharashtra

0.50

0.80

0.80 Through an
implementing agency
Adhata Trust

Others Hyderabad,
Andhra Pradesh

3.40

3.73

3.73 Through an
implementing
agency Mahindra
Educational
Institutions

facilities for
senior citizens
13.

38

MAHINDRA EDUCATIONAL
INSTITUTIONS The Mahindra Group
committed to support Mahindra
Educational Institutions (MEI) a notfor-prot company, incorporated in
April, 2013, with the objective to
establish various premium educational
institutions in the country.

Promotion of
Education

MAHINDRA & MAHINDRA LIMITED

Sr.
No.

CSR Project or activity identied

Sector in
which the
project is
covered
(As in
Schedule VII)

Projects or
programs
1) Local areas or
Other 2) Specify the
state and district
where projects
or programs was
undertaken

14.

EMPLOYEE SOCIAL OPTIONS (ESOPs)

Volunteering activities carried out by
Mahindra employees for the benet of

Promotion of
Education,
promoting
preventive
health care
and sanitation,
ensuring
environmental
sustainability.

Local Mumbai
Maharashtra

local communities.

Amount Amount spent Cumulative Amount spent:

Outlay on the project Expenditure direct or through
(Budget) or programs
upto the implementing agency
Project or
1) Direct
reporting
program expenditure
period
wise on projects or
(In crores)
programs
2) overheads
(In crores)
5

0.58

0.37

0.37 Direct

Others Palghar,
Maharashtra,
Jammu & Kashmir

15.

VIJAY VIDARBHA The objective is

development of Vidharba Region
of Maharashtra, which is plagued
with drought leading to poor crop.
It includes training farmer families in
soil health and crop planning, creating
model farms with bio-dynamic farming
practices, planting income generating
trees, developing community farming
centers and development and
distribution of organic fertilizers

Rural
Development

Nagpur

5.62

5.62

5.62 Through an
implementing agency
ESOPS & Naandi
Foundation

16.

SWACHH BHARAT SWACHH VIDYALAYA

Constructing toilets primarily for
girls in government schools under
the Swachh Bharat Swacch Vidyalaya
Program along with conducting
cleanliness drives

Promoting
Preventive
Healthcare &
Sanitation

Chandigarh,
Haridwar, Igatpuri,
Kandivli, Nagpur,
Rudrapur,
Zaheerabad, Jaipur,
Lucknow, Nasik,
Vikramgad &
Chennai

3.70

3.70

3.70 Through an
implementing agency
ESOPS, MACE, Swajan
Social Development
and Health Education
Samiti, Innovaid
Consultancy Services,
Samhita Social Ventures
and Nirmala Niketan
Institute Research

17.

AGRI PRODUCTIVITY ENHANCEMENT

Rural
The Agri Productivity focus is on
Development
replicating the domain expertise of
Watershed Management, Drip Irrigation,

Gujarat, Madhya
Pradesh, Rajasthan
and Maharashtra

3.00

3.00

3.00 Through an
implementing agency
ESOPS, Sadguru
Water and Dev.
Foundation, Cropin
Tech. ESP, Swades and
KARM

Madhya Pradesh

2.74

2.74

2.74 PPP with Govt. of MP

and Raa Media

Community Farming and Agriculture

Education in Schools in the Rajasthan
and Maharashtra Farming Belts.
18.

INTEGRATED WATERSHED
Rural
DEVELOPMENT PROJECT PPP with
Development
Government of Madhya Pradesh (MP)
which has impacted 11,000 households,
leading to increased ground water
table to > 1.6 mtrs & increase in crop
productivity by 28%.

39

Sr.
No.

CSR Project or activity identied

Sector in
which the
project is
covered
(As in
Schedule VII)

Projects or
programs
1) Local areas or
Other 2) Specify the
state and district
where projects
or programs was
undertaken

Amount Amount spent Cumulative Amount spent:

Outlay on the project Expenditure direct or through
(Budget) or programs
upto the implementing agency
Project or
1) Direct
reporting
program expenditure
period
wise on projects or
(In crores)
programs
2) overheads
(In crores)
5

19.

BIO GAS PROJECT The Company has

Rural
entered into a Tripartite Agreement
Development
with Naandi Foundation and Mahindra
World City Developers Limited to set up
a biogas plant which will covert food
and other waste into energy.

Chennai

2.67

2.67

2.67 Through an
implementing agency
Naandi Foundation

20.

MAHINDRA PARK The Trafc

Education Park educates Children
on Road Safety Rules and Guidelines.
The Park, the rst of its kind is set up
at Nashik and will be open for Public
and serve as an interactive mode for
education in the domain.

Promotion of
Education

Nasik

2.50

2.50

2.50 Through an
implementing agency
Nasik First

21.

MAHINDRA HARIYALI Tree plantation

to increase green cover and improve
livelihood of farmers. In the Financial
Year 2014-15 M&M AFS planted 1
million trees.

Ensuring
Igatpuri, Nasik,
Environmental Haridwar,
Sustainability Jharkhand, Kandivli,
Zaheerabad,
Nagpur, Rudrapur,
Chandigarh, Jaipur
and Satara

2.44

2.44

2.44 Through an
implementing
agency ESOPS,
PWD - Government of
Maharashtra, NCSN ,
CCF, Center for Rural
Research & Community
Development, Swajan
Social Development,
and Health Education
Samiti, Lokbiradari
Prakalp, Nature
Lovers, Karm & Lahs
Pratishthan

22.

LIFELINE EXPRESS Also known as

'Hospital on Wheels' provided medical
treatment to over 15,000 people.

Promoting
Zaheerabad,
Preventive
Gorakhpur and
Healthcare and Khandwa
Sanitation

2.36

2.36

2.36 Through an
implementing agency
Impact India & Vision
India Foundation

23.

PROJECT HUNNAR is a Vocational

Promotion of
Education project where auto sales and Education
services courses are provided to

Nagpur, Jaipur,
Pune, Nashik,
Jhajjar, Bulandshahr,
Sitapur, Ajmer,
Bharatpur and
Coimbatore

1.80

1.80

1.80 Through an
implementing agency
Labour Net Services

Rajasthan, Bihar,
Maharashtra and
Chennai

1.63

1.63

1.63 Direct

10 th pass students

24.

40

MAHINDRA SAARTHI ABHIYAAN is

an initiative to provide educational
support to Drivers' Daughters through
scholarships. In the Financial Year
2014-15, 1,108 scholarships were
awarded.

Promotion of
Education

MAHINDRA & MAHINDRA LIMITED

Sr.
No.

1
25.

CSR Project or activity identied

2
BAJA Trains under graduate
engineering students in automotive

Sector in
which the
project is
covered
(As in
Schedule VII)

3
Promotion of
Education

Projects or
programs
1) Local areas or
Other 2) Specify the
state and district
where projects
or programs was
undertaken
4

Amount Amount spent Cumulative Amount spent:

Outlay on the project Expenditure direct or through
(Budget) or programs
upto the implementing agency
Project or
1) Direct
reporting
program expenditure
period
wise on projects or
(In crores)
programs
2) overheads
(In crores)
5

Indore, MP

1.05

1.05

1.05 Through an
implementing agency
SAE India

Andhra Pradesh

1.00

1.00

1.00 Through an
implementing agency
Naandi Foundation

engineering enabling them to get

jobs in the automobile industry. The
project promotes education through
Project based Learning
26.

PROJECT ARAKU Promotes Livelihood Rural

Enhancement of the Adivasis in Araku Development
by planting trees to restore the living
eco system of the community. In the
Financial Year 2014-15 a million fruit
bearing trees were planted under this
project.

27.

MAHINDRA PRIDE SCHOOL

Provides 3 month livelihood training
in Hospitality, Retail and IT for
youth from socially and economically
disadvantaged backgrounds. In the
Financial Year 2014-15, the Mahindra
Group supported 5 MPSs in Pune,
Chennai, Patna, Chandigarh and
Srinagar through which 3,515 students
were trained. The Company AFS
supported the school in Chandigarh
where 749 students were trained
this year.

Promoting
Chandigarh
employment
enhancement
vocation skills
and livelihood
enhancement
projects

0.80

0.80

0.80 Through an
implementing agency
K C Mahindra
Education Trust

28.

MAHINDRA CARE In the Financial

Year 2014-15, 100 Medical Camps were
organized under this program for
testing the overall health of o+B13ver
17,000 beneciaries including eye
checkups and distribution of
5400 spectacles.

Promoting
Andhra Pradesh,
Preventive
Rajasthan, Madhya
Healthcare and Pradesh and Uttar
Sanitation
Pradesh

0.72

0.72

0.72 Through an
implementing agency
Hexacraft Events and
Vision Springs

29.

HEALTH CAMPS Health Camps

are conducted across Plants on a
regular basis which provide free
Symptomatic Medical Treatment to
the deprived sections of the slum
community.

Promoting
Bihar, Lucknow,
Preventive
Nagpur, Nasik,
Healthcare and Zaheerabad,
Sanitation
Vikramgad,
Rajasthan, Bihar
and Chennai

0.68

0.68

0.68 Through an
implementing
agency ESOPS,
Rotary Club of India,
Sevamob, Anantara
Solutions Private
Limited and Isha
Advertising Private
Limited

41

Sr.
No.

CSR Project or activity identied

Sector in
which the
project is
covered
(As in
Schedule VII)

30.

QUALITY EDUCATION IN SCHOOLS

Promotion of
This program aims to reach out to all
Education
local, neighboring government run
schools in the neighboring communities
that do not have the ability or funding
to provide Computer Education, English
Communication Skills, Civic Awareness
Classes, etc. The main objective of
this program is to supplement their
education bringing them at par with
privately run schools.

31.

OTHERS The AFS Sector carried out

CSR projects across its factory and
ofce locations pan India. In addition
to the projects mentioned above,
the CSR projects ranged from blood
donation camps, provision of clean
drinking water, health services for
differently abled, HIV/AIDS
awareness, vocational training of youth
and solar electrication of villages to
name a few.
TOTAL

Projects or
programs
1) Local areas or
Other 2) Specify the
state and district
where projects
or programs was
undertaken
4
Haridwar, Igatpuri,
Jaipur, Kandivli,
Nasik, Rudrapur,
Chennai and
Zaheerabad

Amount Amount spent Cumulative Amount spent:

Outlay on the project Expenditure direct or through
(Budget) or programs
upto the implementing agency
Project or
1) Direct
reporting
program expenditure
period
wise on projects or
(In crores)
programs
2) overheads
(In crores)
5

0.62

0.62

0.62 Through an
implementing agency
ESOPS, Swajan
Social Development
and Health Education
Samiti & Suyash
Agency

8.37

8.37

8.37

83.22

83.24

83.24

6.

In case the company has failed to spend the two per cent, of the average net prot of the last three Financial Years or any part
thereof, the company shall provide the reasons for not spending the amount in its Board Report Not applicable, since the
Company believes that the above projects and activities fall within the purview of Schedule VII of the Companies Act, 2013.

7.

A responsibility statement of the CSR Committee that the implementation and monitoring of CSR Policy, is in compliance with
CSR objectives and Policy of the Company:
The implementation and monitoring of CSR Policy is in compliance with CSR objectives and Policy of the Company.

ANAND G. MAHINDRA
Chairman & Managing Director
Mumbai, 29th May, 2015

42

DR. VISHAKHA N. DESAI

Chairperson - CSR Committee

MAHINDRA & MAHINDRA LIMITED

ANNEXURE VI
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
SECTION 134(3)(M) OF THE COMPANIES ACT, 2013 READ WITH

s

/PTIMISATIONOF0-2HYDRAULICPUMPOPERATION

RULE 8(3) OF THE COMPANIES (ACCOUNTS) RULES, 2014 IS

s

%XHAUSTGASPARTIALBYPASSTHROUGHFRESHAIRUNIT
in top coat oven.

s

%FFECTIVEREMOVALOFOILFROMTHEDEGREASINGBATH
at tractor line.

s

/PTIMISATION OF RUNNING OF #%$ PAINT CIRCULATION

pump.

s

)NSTALLATION OF FORCED DRAFT ENERGY EFlCIENT

cooling tower in place of cross draft cooling
tower.

s

)NSTALLATION OF ENERGY EFlCIENT GUN AT FOUNDRY

moulding air line.

s

ARIABLE FREQUENCY DRIVE FOR COOLING TOWER FAN

6
and other applications.

s

!UTO ELECTRIC VALVE ON MACHINES TO ELIMINATE THE

compressed air losses.

s

(YDRAULIC MOTOR CONTROL INTERLOCKS WITH MACHINE

control to avoid idle running of motor.

s

EPLACEMENT OF lLTER PRESS METHODOLOGY WITH

2
NATURALDRYINGOFSLUDGEAT%40

s

/PTIMISATIONOF%40340BLOWEROPERATION

s

4HYRISTORCONTROLHEATINGINFURNACES

s

,%$,IGHTINOFlCEINPLACEOF#&,INOFlCES

s

-AGNETICINDUCTIONLAMPSINPLACEOFCONVENTIONAL
lamps at shop oors.

FORMING PART OF THE DIRECTORS REPORT FOR THE YEAR

ENDED 31ST MARCH, 2015

(A) Conservation of Energy

(i) The steps taken/impact on conservation of energy:
Your Company has always considered energy and
natural resource conservation as a focus area and
has been consciously making efforts towards
improving the energy performance year on year.
Energy efciency improvement initiatives have been
implemented across all the Plants and ofces by
undertaking various energy and resource conservation
projects for Sustainable development.
Your Company ensures strict compliance with all
the statutory requirements and has taken several
sustainable steps voluntarily to contribute towards
better environment. Select few steps/impact are listed
below:

s

2EDUCTIONINSPECIlCCARBONFOOTPRINT

s

ONSERVATION OF NATURAL RESOURCES LIKE OIL AND

#
fuel.

s

5SEOFRENEWABLEENERGYINMANUFACTURING

s

5SEOFNATURALLIGHTINGANDNATURALVENTILATION

s

%NCOURAGINGGREENBUILDINGINITIATIVES

s

2EDUCTIONINSPECIlCWATERFOOTPRINT

s

AINWATERHARVESTINGWATERRECYCLINGANDWATER
2
conservation.

s

2
EDUCE REUSE RECYCLE OF WASTE AND ECO FRIENDLY
waste disposal.

s

7
ASTE HEAT RECOVERY FROM #%$ OVENS IN 0AINT
shop.

s

7ETON7ETPROCESSINPAINTSHOP

s

0AINTSHOPSPRAYBOOTH6ENTURIGAPADJUSTMENT

s

HREESTAGElLTRATIONFORPAINTINGBOOTHINPAINT
4
shop.

s

s

Your Company believes in employee involvement

FOR DELIVERING BETTER RESULTS 4OWARDS THIS GOAL THE
Company has taken multiple initiatives. Select few are
listed below:

s

2ESOURCE CONSERVATION MONTH CELEBRATION IN

$ECEMBER COINCIDING WITH .ATIONAL %NERGY
#ONSERVATION7EEKATALL0LANTS

s

/ATHFORENERGYCONSERVATIONATALLLOCATIONS

s

0RODUCT %XPO TO SPREAD AWARENESS ABOUT 'REEN

products available in the market.

)NSTALLATION OF TURBINE AIR VENTILATORS AT 04 #%$

area.

s

/NLINE%NERGY1UIZFOREMPLOYEES

s

% MAILERSAND7ALLPAPERSFOR!WARENESS

4
OP COAT BOOTH AIR BALANCING BASED ON PAINTING
area.

s

$ISPLAY OF 0OSTERS AND SLOGANS ON %NERGY

Conservation.

43

s

3 LOGAN POSTER AND SUGGESTION COMPETITION FOR

employees on Energy efciency.

s

%
XTENSIVE INVOLVEMENT OF SHOP mOOR OPERATING
teams in improvement activities and projects.

s

5
SEEXPERTISEAVAILABLEWITHEMPLOYEESTOSPREAD
the importance of Energy Conservation in nearby
schools and colleges.

Your Company has continued its endeavor to develop

and absorb advanced technologies for its product
range to meet the requirements of a globally
COMPETITIVE MARKET /N THE TRACTOR FRONT SPECIAL
focus and efforts are being put to develop electronic
systems and other features to provide enhanced
productivity and comfort to the farmers.

NTHE0OWER4RAIN%NGINEERINGFRONTYOUR#OMPANY
/
has assimilated the knowledge and absorbed the
TECHNOLOGY TO DESIGN AND DEVELOP NEW 'ASOLINE
%NGINES 4HE #OMPANY HAS WORKED ALONG WITH
renowned consultants to reduce friction in Powertrain.
)NTHEDOMAINOF4RANSMISSIONYOUR#OMPANYISINTHE
process of absorbing new technologies to design and
DEVELOP TRANSMISSIONS WHICH ARE LIGHTER QUIETER AND
more efcient.

)NITSENDEAVOURTOBUILDCAPABILITYFOR.6(PREDICTION
IN PROTOTYPE VEHICLES THE #OMPANY HAS INSTALLED
STATE OF THE ART EQUIPMENT FOR "32 "UZZ 3QUEAK
AND 2ATTLE STUDY AT -26 !LSO THE CAPABILITY IN THE
eld of Electrical and electronics technologies for
infotainment validation has been enhanced.

HE #OMPANY CONTINUES ITS EXPERIMENTAL RESEARCH ON

4
ALTERNATE FUEL TECHNOLOGIES LIKE "IO &UEL "IO #.'
(YDROGEN)#%ANDFUELCELLS-ANYPROGRAMSAREBEING
done jointly with industry and academia to keep
THESETECHNOLOGIESREADYFORCOMMERCIALDEPLOYMENT
should the opportunities arise.

(ii) The steps taken by the Company for utilising Alternate

Sources of Energy:

s

5
SE OF SOLAR POWER THROUGH OPEN ACCESS
!UTOMOTIVE $IVISION 0LANT AT :AHEERABAD HAS
sourced 7.4% solar power of their total power
requirement.

s

2
ENEWABLE
compliance.

s

ROCUREDRENEWABLEENERGYCERTIlCATESEQUIVALENT
0
TOMITIGATE4ONSOF#/2.

s

5
SE CROP WASTE BRIQUETTE IN PLACE OF ,0' FOR
cooking food at Swaraj Plant canteen.

s

3 OLAR WATER HEATING IN PLACE OF CONVENTIONAL

ELECTRICAL HEATING FOR ,0' VAPORISERS AT THE
:AHEERABAD0LANTOFTHE!UTOMOTIVE$IVISION

ENERGY

CERTIlCATES

FOR

20/

(iii) The capital investment on energy conservation

equipments:

HE #OMPANY HAS FOCUSED ON INVESTING IN MODERN

4
technology for improving the specic energy
CONSUMPTION4HISINVESTMENTHASBEENBROADLYDONE
INTHEAREASOFHEATRECOVERYENERGYEFlCIENT,%$AND
-AGNETIC )NDUCTION LIGHTING HYBRID HEAT PUMP AND
various other energy conservation technology and
INITIATIVES&ORTHEYEARUNDERREVIEWTHETOTALCAPITAL
investment on energy conservation equipment is
2SLAKHS

(B) Technology Absorption

(ii) The benets derived like product improvement,

cost reduction, product development or import
substitution:

s

3PECIAL FOCUS AND EFFORTS HAVE RESULTED IN

ELECTRONIC SYSTEMS ON 4RACTORS WHICH PROVIDES
productivity and comfort for the farmers.

s

%MPHASIS ON USE OF NEW MATERIALS TO REDUCE

weight of aggregates and parts.

s

$EVELOP NEW TECHNOLOGIES AND KEEP THEM READY

for deployment on products in the eld of:

!DVANCED%LECTRONICS

& UEL %FlCIENT AND 0ERFORMANCE %NHANCED

Power train.

!LTERNATEFUELS

(IGHPERFORMANCELUBRICANTS

(i) The efforts made towards technology absorption:

44

$
URINGTHEYEARUNDERREVIEWTHEFOCUSOF!UTOMOTIVE
$IVISION CONTINUED ON TECHNOLOGY UPGRADATION AND
capability development in the core areas of Power
TRAIN 3AFETY WEIGHT REDUCTION ALTERNATE MATERIAL
and developing capabilities for increasing reliability in
!UTOMOTIVE%LECTRONICS

MAHINDRA & MAHINDRA LIMITED

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the nancial
year):
Sr. Technology Imported
No.

Year of
Import

Status

1.

$UEL&UEL4ECHNOLOGY



4ECHNOLOGY!BSORBED

2.

4ECHNOLOGYFOR.6()MPROVEMENT



4ECHNOLOGY!BSORBED



(YBRID6EHICLE4ECHNOLOGY



)NTHEPROCESSOF!BSORPTION

4.

#.')NJECTION4ECHNOLOGY



4ECHNOLOGY!BSORBED



(YDROGEN&UEL4ECHNOLOGY



4ECHNOLOGY!BSORBED

6.

$UEL#LUTCH4RANSMISSION4ECHNOLOGY



4ECHNOLOGY!BSORBED

7.

!DVANCED%NGINE%XHAUST!FTER4REATMENT4ECHNOLOGY



)NTHEPROCESSOF!BSORPTION

8.

6EHICLE#OMFORT(ANDLING4ECHNOLOGY



4ECHNOLOGY!BSORBED

9.

!ERO!COUSTICSDEVELOPMENT



4ECHNOLOGY!BSORBED



Electrical and electronics architecture validation technology



)NTHEPROCESSOF!BSORPTION

11.

Electrical and electronic technologies for infotainment validation



4ECHNOLOGY!BSORBED

12.

.EW3PEED4RANSMISSIONTECHNOLOGY



)NTHEPROCESSOF!BSORPTION



.EW'ASOLINE%NGINE4ECHNOLOGY



)NTHEPROCESSOF!BSORPTION

14.

)#64RANSMISSION4ECHNOLOGY



)NTHEPROCESSOF!BSORPTION



.EW$IESEL%NGINEDEVELOPMENT



4ECHNOLOGY!BSORBED

LLIMPORTEDTECHNOLOGIES@)NTHEPROCESSOF!BSORPTIONWOULDBEABSORBEDASPERTHERESPECTIVE4ECHNOLOGY!BSORPTION
!
Schedule.

(iv) The expenditure incurred on Research and Development:

4HE #OMPANY SPENT 2S  CRORES INCLUDING 2S  CRORES ON #APITAL %XPENDITURE FOR 2ESEARCH  $EVELOPMENT
WORKDURINGTHEYEARWHICHWASAPPROXIMATELYOFTHETOTALTURNOVER

(C) Foreign Exchange Earnings and Outgo

4HE#OMPANYCONTINUESTOSTRIVETOIMPROVEITSEXPORTEARNINGS&URTHERDETAILSINRESPECTOFEXPORTSARESETOUTELSEWHEREIN
THE!NNUAL2EPORT

HEINFORMATIONONFOREIGNEXCHANGEEARNEDINTERMSOFACTUALINmOWSDURINGTHEYEARANDTHEFOREIGNEXCHANGEOUTGODURING
4
THEYEARINTERMSOFACTUALOUTmOWSISFURNISHEDINTHE.OTESTO!CCOUNTS
&ORANDONBEHALFOFTHE"OARD

-UMBAIth-AY

ANAND G. MAHINDRA
#HAIRMAN-ANAGING$IRECTOR

45

ANNEXURE VII
EXTRACT OF ANNUAL RETURN
FORM NO. MGT-9
!SONTHElNANCIALYEARENDEDON
0URSUANTTOSECTION OFTHE#OMPANIES!CTANDRULE OFTHE#OMPANIES
-ANAGEMENT!DMINISTRATION 2ULES
I.

REGISTRATION & OTHER DETAILS:

1.

#).

,-(0,#

2.

2EGISTRATION$ATE

  



.AMEOFTHE#OMPANY

-AHINDRAAND-AHINDRA,IMITED

4.

#ATEGORY3UB CATEGORYOFTHE#OMPANY

0UBLIC#OMPANY,IMITEDBYSHARES



!DDRESSOFTHE2EGISTEREDOFlCECONTACTDETAILS

-AHINDRAAND-AHINDRA,IMITED
'ATEWAY"UILDING!POLLO"UNDER
-UMBAI 
-AHARASHTRA
4EL  
&AX  

6.

7HETHERLISTEDCOMPANY

Yes.O

7.

.AME !DDRESS  CONTACT DETAILS OF THE 2EGISTRAR 3HAREPRO3ERVICES)NDIA 0RIVATE,IMITED

AND4RANSFER!GENTIFANY
5NIT-AHINDRAAND-AHINDRA,IMITED
!"3AMHITA7AREHOUSING#OMPLEXnd&LOOR3AKINAKA
4ELEPHONE%XCHANGE,ANE/FF!NDHERI+URLA2OAD3AKINAKA
!NDHERI%AST -UMBAI 
4EL  
&AX  
Email: sharepro@shareproservices.com

II.

PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

!LLTHEBUSINESSACTIVITIESCONTRIBUTINGORMOREOFTHETOTALTURNOVEROFTHECOMPANY
S. No. Name and Description of main Products / Services

NIC Code of the Product/

Service

1.

-ANUFACTUREOF0ASSENGER#AR





2.

-ANUFACTUREOF#OMMERCIALVEHICLESSUCHASVANSLORRIES
OVERTHEROADTRACTORSFORSEMI TRAILERSETC







-ANUFACTUREOFTRACTORSUSEDINAGRICULTUREANDFORESTRY

28211

27.62

4/4!,

46

% to total turnover of
the Company



MAHINDRA & MAHINDRA LIMITED

III.

PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sr.
No
1

% Holding*

Applicable
Section

Subsidiary



2(87)(ii)

Name of the Company

Address of the Company

CIN/GLN

Holding /
Subsidiary /
Associate

Mahindra Engineering and

Chemical Products Limited

'ATEWAY"UILDING
!POLLO"UNDER
-UMBAI 

5-(0,#

** 2ETAIL)NITIATIVE(OLDINGS,IMITED

-AHINDRA4OWERS
0++URNE#HOWK7ORLI
-UMBAI 

5-(0,#

Subsidiary



2(87)(ii)

h -AHINDRA2ETAIL0RIVATE,IMITED

-AHINDRA4OWERS
0++URNE#HOWK7ORLI
-UMBAI 

5-(04#

Subsidiary

96.22%

2(87)(ii)

\ -AHINDRA)NTERNET#OMMERCE

-AHINDRA4OWERS
0++URNE#HOWK7ORLI
-UMBAI 

5-(04#

Subsidiary



2(87)(ii)

0RIVATE,IMITED
&ORMERLYKNOWNAS-AHINDRA
5NITED&OOTBALL#LUB0RIVATE
,IMITED


Mahindra HZPC Private Limited

&ORMERLYKNOWNAS-AHINDRA
)NVESTMENTS)NTERNATIONAL 0RIVATE
,IMITED

-AHINDRA4OWERS
.EAR$OORDARSHAN+ENDRA
0ANDURANG"UDHKAR-ARG
7ORLI-UMBAI 

5-(04#

Subsidiary



2(87)(ii)

Mahindra Intertrade Limited

-AHINDRA4OWERS
0++URNE#HOWK7ORLI
-UMBAI 

5-(0,#

Subsidiary



2(87)(ii)

@ -AHINDRA-IDDLE%AST%LECTRICAL

3HARJAH!IRPORT)NTERNATIONAL
&REE:ONE00OST"OX
3HARJAH5!%

&OREIGN#OMPANY

Subsidiary



2(87)(ii)

-AHINDRA4OWERS
0++URNE#HOWK7ORLI
-UMBAI 

5-(0,#

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2(87)(ii)

-AHINDRA4OWERS
0++URNE#HOWK7ORLI
-UMBAI 

5-(04#

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2(87)(ii)

-AHINDRA4OWERS
0++URNE#HOWK7ORLI
-UMBAI 

5-(04#

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2(87)(ii)

'ATEWAY"UILDING
!POLLO"UNDER
-UMBAI 

5-(0,#

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2(87)(ii)

,4.0,#

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2(87)(ii)

5NIT.O th&LOOR
!GGARWAL#YBER0LAZA))
0LOT.O# .ETAJI3UBHASH
0LACE0ITAMPURA.EW$ELHI
$ELHI 

5$,04#

Subsidiary



2(87)(ii)

)&3#OURT4WENTY%IGHT#YBER
#ITY%BENE-AURITIUS

&OREIGN#OMPANY

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2(87)(ii)

&OREIGN#OMPANY
!VENUE0ASTEUR
, ,UXEMBOURG'RAND$UCHY
OF,UXEMBOURG

Subsidiary



2(87)(ii)

3TEEL3ERVICE#ENTRE&:#
8

@ -AHINDRA3TEEL3ERVICE#ENTRE

,IMITED
9

@ -AHINDRA!UTO3TEEL0RIVATE

,IMITED


@ -AHINDRA%LECTRICAL3TEEL0RIVATE

,IMITED
11

Mahindra Consulting Engineers

Limited

12

Mahindra Holidays & Resorts India .ONDmOOR

Limited
-AHINDRA4OWERS0ATULLOS2OAD
#HENNAI 



 #OMPETENT(OTELS0RIVATE,IMITED

(w.e.f. 18 th*UNE

14

 -(2(OLDINGS-AURITIUS ,IMITED

(w.e.f. 11th*ULY



^ Covington S. r.l.

(w.e.f. 17th*ULY

16

 -AHINDRA(OTELSAND2ESIDENCES

)NDIA,IMITED
17

 (ERITAGE"IRD- 3DN"HD

.ONDmOOR
-AHINDRA4OWERS0ATULLOS2OAD
#HENNAI 

54.0,#

Subsidiary



2(87)(ii)

TH&LOOR"LOCK#

+ELANA3QUARE*ALAN33
0ETALING*AYA3ELANGOR
-ALAYSIA

&OREIGN#OMPANY

Subsidiary



2(87)(ii)

47

Sr.
No

Name of the Company

18

 -("OUTIQUE(OSPITALITY,IMITED

19

)NlNITY(OSPITALITY'ROUP

#OMPANY,IMITED



 $IVINE(ERITAGE(OTELS0RIVATE

,IMITED

21

 (OLIDAYON(ILLS2ESORTS0RIVATE

,IMITED
22

 'ABLES0ROMOTERS0RIVATE,IMITED



NBS International Limited

24

Mahindra Sanyo Special Steel

Private Limited



Mahindra Gujarat Tractor Limited

26

Mahindra Holdings Limited

27

4 -AHINDRA0UNJAB4RACTORS0RIVATE
,IMITED

28

4 -AHINDRA%0#3ERVICES0RIVATE
,IMITED.AMECHANGEDTO
-AHINDRA3USTEN0RIVATE,IMITED
WEF
-AHINDRA/FFGRID3ERVICES0RIVATE
,IMITED

29











48

% Holding*

Applicable
Section

Subsidiary



2(87)(i)

&OREIGN#OMPANY

Subsidiary



2(87)(ii)

52*04#

Subsidiary



2(87)(ii)

5(004#

Subsidiary



2(87)(ii)

5#(04#

Subsidiary



2(87)(ii)

5-(0,#

Subsidiary



2(87)(ii)

5-(04#

Subsidiary



2(87)(ii)

5'*0,#

Subsidiary



2(87)(ii)

5-(0,#

Subsidiary



2(87)(ii)

5-(04#

Subsidiary



2(87)(ii)

5-(04#

Subsidiary



2(87)(ii)

5-(04#

Subsidiary



2(87)(ii)

5-(04#

Subsidiary



2(87)(ii)

5-(04#

Subsidiary



2(87)(ii)

5-(04#

Subsidiary



2(87)(ii)

5-(04#

Subsidiary



2(87)(ii)

5-(04#

Subsidiary



2(87)(ii)

Address of the Company

CIN/GLN

Holding /
Subsidiary /
Associate

.O 
7ALL3TREET4OWER"UILDING
rd&LOOR3URAWONGSE2OAD
3URIYAWONGSESUB DISTRICT
"ANGRAK$ISTRICT"ANGKOK
4HAILAND
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+HET7ATTANA"ANGKOK
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-AHINDRA4OWERS
$URGA6IHAR#OLONY4ONK2OAD
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6ILLAGE3ICHARATEH
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 !)NDUSTRIAL!REA0HASE
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3TONE"LDG3HOP.O
/PP#HOWPATTY3EA&ACE
-UMBAI 
'ANESH!PARTMENT
/PP3ITALDEVI4EMPLE
,*2OAD-AHIM7EST
-UMBAI 
6ISHWAMITRINEAR2AILWAY
/VERBRIDGE
6ADODARA 
-AHINDRA4OWERS
0++URNE#HOWK7ORLI
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-UMBAI 
-AHINDRA4OWERS
0++URNE#HOWK7ORLI
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&OREIGN#OMPANY

-AHINDRA4OWERS
0++URNE#HOWK
7ORLI-UMBAI 
y "RIGHTSOLAR2ENEWABLE%NERGY
-AHINDRA4OWERS
0RIVATE,IMITED
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-UMBAI 
y #LEANSOLAR2ENEWABLE%NERGY
-AHINDRA4OWERS
0RIVATE,IMITED
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-UMBAI 
4 -AHINDRA.AMASTE0RIVATE,IMITED -AHINDRA4OWERS
0++URNE#HOWK7ORLI
-UMBAI 
4 -AHINDRA)NTEGRATED"USINESS
-AHINDRA4OWERS
3OLUTIONS0RIVATE,IMITED
0++URNE#HOWK7ORLI
-UMBAI 
4 -AHINDRA4ELECOMMUNICATIONS
'ATEWAY"UILDING
)NVESTMENT0RIVATE,IMITED
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-UMBAI 

MAHINDRA & MAHINDRA LIMITED

% Holding*

Applicable
Section

Subsidiary



2(87)(ii)

,-(0,#

Subsidiary



2(87)(ii)

5-(0,#

Subsidiary



2(87)(ii)

'ROUND&LOORh-AHINDRA4OWERSv 54.0,#
0ATULLOUS2OAD
#HENNAI 

Subsidiary



2(87)(ii)

'ROUND&LOOR-AHINDRA4OWERS
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#HENNAI 

54.0,#

Subsidiary



2(87)(ii)

4th&LOOR.EELKANTH4OWER

"HAWANI3INGH2OAD# 3CHEME
*AIPUR2AJASTHAN 

52*0,#

Subsidiary



2(87)(ii)

!DMINISTRATIVE"LOCK#ENTRAL
!VENUE-AHINDRA7ORLD#ITY
.ATHAM3UB0/ 
#HENGELPET+ANCHEEPURAM
4AMIL.ADU 

54.0,#

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99.14%

2(87)(ii)

-AHINDRA7ORLD#ITY
!DMINISTRATIVE"LOCK
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4AMIL.ADU 

54.0,#

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2(87)(ii)

-AHINDRA4OWERS
0++URNE#HOWK7ORLI
-UMBAI 

5-(0,#

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2(87)(ii)

Sr.
No

Name of the Company

Address of the Company

CIN/GLN

Holding /
Subsidiary /
Associate



Mriyalguda Farm Solution Limited

(w.e.f. 11th!UGUST .AME
CHANGEDTO-AHINDRAE-ARKET
,IMITEDWEF

-AHINDRA4OWERS
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5-(0,#



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Limited

-AHINDRA4OWERS
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-AHINDRA4OWERS
0++URNE#HOWK7ORLI
-UMBAI 



f -AHINDRA)NFRASTRUCTURE

$EVELOPERS,IMITED


f -AHINDRA7ORLD#ITY$EVELOPERS

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f -AHINDRA7ORLD#ITY*AIPUR

,IMITED
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f -AHINDRA)NTEGRATED4OWNSHIP

,IMITED

42

$ -AHINDRA2ESIDENTIAL$EVELOPERS

,IMITED



f -AHINDRA7ORLD#ITY

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f +NOWLEDGE4OWNSHIP,IMITED

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5-(0,#

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2(87)(ii)



f -AHINDRA"EBANCO$EVELOPERS

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5-(0,#

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2(87)(ii)

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5-(0,#

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2(87)(ii)

5-(0,#

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2(87)(ii)

,IMITED
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f 2AIGAD)NDUSTRIAL"USINESS0ARK

,IMITED
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f )NDUSTRIAL4OWNSHIP-AHARASHTRA -AHINDRA4OWERS

,IMITED

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48

f !NTHURIUM$EVELOPERS,IMITED

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2(87)(ii)

49

f )NDUSTRIAL#LUSTER0RIVATE,IMITED

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5-(04#

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'ATEWAY"UILDING
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,-(0,#

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-AHINDRA4OWERS
0++URNE#HOWK7ORLI
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5-(0,#

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2(87)(ii)

-AHINDRA4OWERS
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5-(0,#

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2(87)(ii)

&ORMERLYKNOWNAS-AHINDRA
(OUSING0RIVATE,IMITED




Mahindra & Mahindra Financial

Services Limited
| -AHINDRA)NSURANCE"ROKERS

,IMITED


| -AHINDRA2URAL(OUSING&INANCE

,IMITED

49

Sr.
No


Name of the Company

| -AHINDRA"USINESS#ONSULTING

3ERVICES0RIVATE,IMITED


| -AHINDRA!SSETS-ANAGEMENT

#OMPANY0RIVATE,IMITED


| -AHINDRA4RUSTEE#OMPANY

0RIVATE,IMITED


Bristlecone Limited

Address of the Company

CIN/GLN

Holding /
Subsidiary /
Associate

% Holding*

Applicable
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3ADHANA(OUSEndmOOR

5-(04#
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2(87)(ii)

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5-(04#

Subsidiary



2(87)(ii)

-AHINDRA4OWERS
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5-(04#

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2(87)(ii)

-##ORPORATE3ERVICES,TD
0/"OX'45GLAND(OUSE
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'RAND#AYMAN#AYMAN)SLANDS

&OREIGN#OMPANY

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77.71%

2(87)(ii)



: Bristlecone Inc

%LLIS3TREET
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&OREIGN#OMPANY

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2(87)(ii)



: "RISTLECONE)NDIA,IMITED

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-UMBAI 

5-(0,#

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2(87)(ii)



Bristlecone (Singapore) Pte.

,IMITED

!NSON2OAD
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&OREIGN#OMPANY

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2(87)(ii)



"RISTLECONE'MB(

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2(87)(ii)

61

: "RISTLECONE5+,IMITED

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'UTTER,ANE
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Subsidiary



2(87)(ii)

62

: "RISTLECONE-ALAYSIA 3DN"HD

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4OWER-ID6ALLEY#ITY
,INGKARAN3YED0UTRA
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2(87)(ii)



: "RISTLECONE#ONSULTING,IMITED

2OYAL#ENTRE
7EST'EORGIA3TREET6ANCOUVER
"#6%.

&OREIGN#OMPANY

Subsidiary



2(87)(ii)

64

: "RISTLECONE)NTERNATIONAL!'

2HEINWEG
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2(87)(ii)

Subsidiary



2(87)(i)



Mahindra First Choice Wheels

Limited

'ATEWAY"UILDING!POLLO"UNDER 5-(0,#

-UMBAI 

66

Mahindra USA Inc.

*ACKRABBIT2OAD
3UITE(OUSTON
4EXAS 53!

&OREIGN#OMPANY

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2(87)(ii)

7EST3QUARE,AKE2OAD
4ROY-)

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Subsidiary



2(87)(ii)

-AHINDRA4OWERS
0++URNE#HOWK7ORLI
-UMBAI 

5-(0,#

Subsidiary



2(87)(ii)

-AHINDRA4OWERS
0++URNE#HOWK7ORLI
-UMBAI 

5-(04#

Subsidiary



2(87)(ii)

67
68

69

z -AHINDRA.ORTH!MERICAN

4ECHNICAL#ENTER)NC
Mahindra Shubhlabh Services
Limited
I -AHINDRA5.)6%'0RIVATE,IMITED

(w.e.f. 9 th*ULY



Mahindra & Mahindra South

Africa (Proprietary) Limited

-AHINDRA-AHINDRA3OUTH
!FRICA0ROPRIETARY ,IMITED
0/"OX(IGHVELD0ARK
%CO&USIONNO
"LOCK#&IRSTmOOR7ITCH
(AZEL3TREET(IGHVELD8
0RETORIA3OUTH!FRICA

&OREIGN#OMPANY

Subsidiary



2(87)(ii)

71

Mahindra Overseas Investment

Company (Mauritius) Limited

)&3#OURT4WENTY%IGHT
#YBERCITY%BENE -AURITIUS

&OREIGN#OMPANY

Subsidiary



2(87)(ii)

50

MAHINDRA & MAHINDRA LIMITED

Sr.
No

Name of the Company

Address of the Company

CIN/GLN

Holding /
Subsidiary /
Associate

% Holding*

Applicable
Section

72

{ -AHINDRA4RACTOR!SSEMBLY)NC

#ORPORATION3ERVICE#OMPANY
#ENTREVILLE2OAD3UITE
7ILMINGTON#OUNTYOF
.EWCASTLE$ELAWARE 

&OREIGN#OMPANY

Subsidiary



2(87)(ii)



{ -AHINDRA2ACING3RL

6IADELLA-ERCEDE
2OMA

&OREIGN#OMPANY

Subsidiary



2(87)(ii)

74

{ -AHINDRA "4)NVESTMENT#OMPANY )&3#OURT4WENTY%IGHT

-AURITIUS ,IMITED
#YBERCITY%BENE -AURITIUS
{ -AHINDRA%UROPE3RL
-AHINDRA%UROPE3RL6IA
#ANCELLIERAn!RICCIAn
2OMA)TALY
{ -AHINDRA'RAPHIC2ESEARCH$ESIGN 6IADEL"ABUINOn
S.r.l.
2/-!n)4!,9
{ -AHINDRA2ACING5+,IMITED
!BACUS(OUSE
(w.e.f. 22nd-AY
'UTTER,ANE,ONDON
%#6!2
{ -AHINDRA9UEDA9ANCHENG
.ENJIANG2OAD9ANCHENG
4RACTOR#OMPANY,IMITED
%CONOMIC$EVELOPMENT:ONE
*IANGSU0ROVINCE#HINA
{ -AHINDRA%MIRATES6EHICLE
0/"OX.O
!RMOURING&: ,,#
!L*AZEERA!L(AMRA&REE
:ONE 2!+)!)NDUSTRIALPARK
7&: 2AS!L+HAIMAH
5NITED!RAB%MIRATES

&OREIGN#OMPANY

Subsidiary



2(87)(ii)

&OREIGN#OMPANY

Subsidiary



2(87)(ii)

&OREIGN#OMPANY

Subsidiary



2(87)(ii)

&OREIGN#OMPANY

Subsidiary



2(87)(ii)

&OREIGN#OMPANY

Subsidiary



2(87)(ii)

&OREIGN#OMPANY

Subsidiary



2(87)(ii)



76
77

78

79



Mahindra Automobile Distributor

Private Limited

'ATEWAY"UILDING
!POLLO"UNDER
-UMBAI 

5-(04#

Subsidiary



2(87)(ii)

81

Mahindra Trucks and Buses

Limited

'ATEWAY"UILDING
!POLLO"UNDER
-UMBAI 

5-(0,#

Subsidiary



2(87)(ii)

82

Mahindra Vehicle Manufacturers

Limited

-AHINDRA4OWERS
0++URNE#HOWK7ORLI
-UMBAI 

5-(0,#

Subsidiary



2(87)(ii)



Mahindra Logistics Limited

-AHINDRA4OWERS
0++URNE#HOWK7ORLI
-UMBAI 

5-(0,#

Subsidiary



2(87)(ii)

84

S 8,OGISTICS0RIVATE,IMITED

-AHINDRA4OWERS
0++URNE#HOWK7ORLI
-UMBAI 

5-(04#

Subsidiary



2(87)(ii)



S ,ORDS&REIGHT)NDIA 0RIVATE

5NIT.Oth&LOOR#RESCENT

"USINESS0ARK3UMITHA#OMPLEX
3AFEDPUL3AKINAKA!NDHERI% 
-UMBAI 

5-(04#

Subsidiary



2(87)(ii)

,IMITEDWEFth!UGUST

86

Mahindra Heavy Engines Private

Limited

-AHINDRA4OWERS
0++URNE#HOWK7ORLI
-UMBAI 

5-(04#

Subsidiary



2(87)(ii)

87

Mahindra Aerospace Private

Limited

-AHINDRA4OWERS
0++URNE#HOWK7ORLI
-UMBAI 

5-(04#

Subsidiary

66.67%

2(87)(ii)

&OREIGN#OMPANY

Subsidiary



2(87)(ii)

88

-AHINDRA!EROSPACE!USTRALIA0TY # /0ITCHER0ARTNERS

,IMITED

,EVEL7ILLIAM3TREET
-ELBOURNE6)#

89

D !EROSTAFF!USTRALIA0TY,IMITED

,ATROBE6ALLEY!IRlELD
!IRlELD2OAD
-ORWELL6)#

&OREIGN#OMPANY

Subsidiary



2(87)(ii)



D 'IPP!ERO)NVESTMENTS0TY

,ATROBE6ALLEY!IRlELD
!IRlELD2OAD
-ORWELL6)#

&OREIGN#OMPANY

Subsidiary



2(87)(ii)

,IMITED

51

% Holding*

Applicable
Section

Subsidiary



2(87)(ii)

&OREIGN#OMPANY

Subsidiary



2(87)(ii)

,ATROBE6ALLEY!IRlELD
!IRlELD2OAD
-ORWELL6)#

&OREIGN#OMPANY

Subsidiary



2(87)(ii)

6 !IRVAN&LIGHT3ERVICES0TY,IMITED

,ATROBE6ALLEY!IRlELD
!IRlELD2OAD
-ORWELL6)#

&OREIGN#OMPANY

Subsidiary



2(87)(ii)



6 .OMAD4#0TY,IMITED

,ATROBE6ALLEY!IRlELD
!IRlELD2OAD
-ORWELL6)#

&OREIGN#OMPANY

Subsidiary



2(87)(ii)

96

-AHINDRA!EROSTRUCTURES0RIVATE

-AHINDRA4OWERS
0++URNE#HOWK7ORLI
-UMBAI 

5-(04#

Subsidiary



2(87)(ii)

Sr.
No

Name of the Company

Address of the Company

CIN/GLN

Holding /
Subsidiary /
Associate

91

6 'IPPSAERO0TY,IMITED

,ATROBE6ALLEY!IRlELD
!IRlELD2OAD
-ORWELL6)#

&OREIGN#OMPANY

92

6 '!!IRVAN0TY,IMITED

,ATROBE6ALLEY!IRlELD
!IRlELD2OAD
-ORWELL6)#



6 '!0TY,IMITED

94

,IMITED
97

Mahindra First Choice Services

Limited

-AHINDRA4OWERS
0++URNE#HOWK7ORLI
-UMBAI 

5-(0,#

Subsidiary



2(87)(ii)

98

Mahindra Automotive Australia

Pty. Limited

"UTTONWOOD0LACE
7ILLAWONG1,$!USTRALIA

&OREIGN#OMPANY

Subsidiary



2(87)(ii)

99

Mahindra Two Wheelers Limited

-AHINDRA4OWERS
0++URNE#HOWK7ORLI
-UMBAI 

5-(0,#

Subsidiary

88.91%

2(87)(ii)



! -AHINDRA4WO7HEELERS%UROPE

!VENUE0ASTEUR
, ,UXEMBOURG
'RAND$UCHYOF,UXEMBOURG

&OREIGN#OMPANY

Subsidiary



2(87)(ii)

2UEDU.OVEMBRE&
-ANDEURE&RANCE

&OREIGN#OMPANY

Subsidiary



2(87)(ii)

VIA'ALLARATE-ILANO
)TALIA

&OREIGN#OMPANY

Subsidiary



2(87)(ii)

+URHESSEN3TRASSE
-RFELDEN 7ALLDORF$EUTSCHLAND

&OREIGN#OMPANY

Subsidiary



2(87)(ii)

-AHINDRA4OWERS
0++URNE#HOWK7ORLI
-UMBAI 

5-(0,#

Subsidiary



2(87)(ii)

%"OMMASANDRA)NDUSTRIAL
!REA"OMMASANDRA
"ANGALORE 

5+!04#

Subsidiary



2(87)(ii)

 $ONGSAK RO
0YEONGTAEK SI 
'YEONGGI DO+OREA

&OREIGN#OMPANY

Subsidiary



2(87)(ii)

)!"# 2$"REDA

THE.EDERLAND

&OREIGN#OMPANY

Subsidiary



2(87)(ii)

&OREIGN#OMPANY
2OOM.O"INKE2OAD
"AOSHUIQU7AIGAOQIAO3HANGHAI
China

Subsidiary



2(87)(ii)

(OLDING3ARL
(w.e.f. 2nd$ECEMBER


@@ 0EUGEOT-OTOCYCLES3!3

(w.e.f. 19 th*ANUARY



*** 0EUGEOT-OTOCYCLES)TALIA3P!

(w.e.f. 19 th*ANUARY










*** 0EUGEOT-OTOCYCLES$EUTSCHLAND
'MB(WEF th*ANUARY
Defence Land Systems India
Limited &ORMERLYKNOWNAS
$EFENCE,AND3YSTEMS)NDIA
0RIVATE,IMITED
Mahindra Reva Electric Vehicles
Private Limited
Ssangyong Motor Company

44 Ssangyong European Parts Center

"6


44 3SANGYONG-OTOR3HANGHAI

#OMPANY,IMITED


EPC Industrie Limited

0LOTNO( -)$#

!MBAD.ASHIK 
-AHARASHTRA

,-(0,#

Subsidiary



2(87)(ii)



Swaraj Automotives Limited

0HASE)63!3.AGAR$ISTT

-OHALI0UNJAB 

,0"0,#

Subsidiary

71.19%

2(87)(ii)

111

Mahindra Defence Systems

Limited

-AHINDRA4OWERS
0++URNE#HOWK7ORLI
-UMBAI 

5-(0,#

Subsidiary



2(87)(ii)

52

MAHINDRA & MAHINDRA LIMITED

Sr.
No

Name of the Company

Address of the Company

CIN/GLN

Holding /
Subsidiary /
Associate

% Holding*

Applicable
Section

112

-AHINDRA4ELEPHONICS)NTEGRATED
3YSTEMS,IMITED

-AHINDRA4OWERS
0++URNE#HOWK7ORLI
-UMBAI 

5-(0,#

Subsidiary



2(87)(ii)



-AHINDRA$EFENCE.AVAL3YSTEMS
0RIVATE,IMITED

-AHINDRA4OWERS
0++URNE#HOWK7ORLI
-UMBAI 

5-(04#

Subsidiary



2(87)(ii)



2(87)(ii)

114

Mahindra Electoral Trust

Company

-AHINDRA4OWERS
0++URNE#HOWK7ORLI
-UMBAI 

5-(.0,

Subsidiary



-AHINDRA#ONSTRUCTION#OMPANY
,IMITEDWEFth-ARCH

-AHINDRA4OWERS
0++URNE#HOWK7ORLI
-UMBAI 

5-(0,#

!SSOCIATE



2(6)

116

3WARAJ%NGINES,IMITED

0HASE)VSAS.AGAR-OHALI
$ISTT2OPAR0UNJAB

,0"0,#

!SSOCIATE



2(6)

117

/FlCEMARTINDIACOM,IMITED

'ATEWAY"UILDING
!POLLO"UNDER
-UMBAI 

5-(0,#

!SSOCIATE



2(6)

118

-EGA/NE3TOP&ARM3ERVICES
,IMITED

-AHINDRA4OWERS
0++URNE#HOWK7ORLI
-UMBAI 

5-(0,#

!SSOCIATE



2(6)

119

+OTA&ARM3ERVICES,IMITED

-AHINDRA4OWERS
0++URNE#HOWK7ORLI
-UMBAI 

5-(0,#

!SSOCIATE



2(6)



-AHINDRA#)%!UTOMOTIVE,IMITED -AHINDRA4OWERS
0++URNE#HOWK7ORLI
-UMBAI 

,-(0,#

!SSOCIATE



2(6)

121

-AHINDRA3ONA,IMITED

5-(0,#

!SSOCIATE

29.77%

2(6)

122

-AHINDRA-AHINDRA#ONTECH
,IMITED

5-(0,#

!SSOCIATE



2(6)



4ECH-AHINDRA,IMITED

,-(0,#

!SSOCIATE

26.67%

2(6)

'ATEWAY"UILDING
!POLLO"UNDER
-UMBAI 
'ATEWAY"UILDING
!POLLO"UNDER
-UMBAI
'ATEWAY"UILDING
!POLLO"UNDER
-UMBAI 

Percentage holding in Subsidiaries represents aggregate percentage of shares held by the Company and/or its subsidiaries.

h
\



4
c
s
f

|

ASUBSIDIARYOF-AHINDRA%NGINEERINGAND#HEMICAL0RODUCTS,IMITED
ASUBSIDIARYOF2ETAIL)NITIATIVE(OLDINGS,IMITED
ASUBSIDIARYOF-AHINDRA2ETAIL0RIVATE,IMITED
ASUBSIDIARYOF-AHINDRA)NTERTRADE,IMITED
ASUBSIDIARYOF-AHINDRA(OLIDAYS2ESORTS)NDIA,IMITED
a subsidiary of -("OUTIQUE(OSPITALITY,IMITED
ASUBSIDIARYOF-AHINDRA(OLDINGS,IMITED
ASUBSIDIARYOF-AHINDRA%0#3ERVICES0RIVATE,IMITED
ASUBSIDIARYOF-AHINDRA/FFGRID3ERVICES0RIVATE,IMITED
ASUBSIDIARYOF-AHINDRA,IFESPACE$EVELOPERS,IMITED
ASUBSIDIARYOF-AHINDRA)NTEGRATED4OWNSHIP,IMITED
ASUBSIDIARYOF-AHINDRA-AHINDRA&INANCIAL3ERVICES,IMITED
!MALGAMATEDWITH-AHINDRA-AHINDRA&INANCIAL3ERVICES,IMITEDFROMst!PRIL
 BEING THE !PPOINTED $ATE 4HE 3CHEME OF !MALGAMATION HAS BEEN MADE
effective from 18 th !PRIL  BY lLING THE CERTIlED COPY OF THE /RDER WITH THE
2EGISTRAROF#OMPANIES-AHARASHTRA-UMBAI

:

z
{
S

D
6
44
a
I

>

ASUBSIDIARYOF"RISTLECONE,IMITED
ASUBSIDIARYOF"RISTLECONE)NDIA,IMITED
ASUBSIDIARYOF-AHINDRA53!)NC
ASUBSIDIARYOF-AHINDRA/VERSEAS)NVESTMENT#OMPANY-AURITIUS ,IMITED
ASUBSIDIARYOF-AHINDRA,OGISTICS,IMITED
ASUBSIDIARYOF-AHINDRA!EROSPACE0RIVATE,IMITED
ASUBSIDIARYOF-AHINDRA!EROSPACE!USTRALIA0TY,IMITED
ASUBSIDIARYOF'IPP!ERO)NVESTMENTS0TY,IMITED
ASUBSIDIARYOF3SANGYONG-OTOR#OMPANY
ASUBSIDIARYOF-AHINDRA$EFENCE3YSTEMS,IMITED
ASUBSIDIARYOF-AHINDRA3HUBHLABH3ERVICES,IMITED
ASUBSIDIARYOF-AHINDRA4WO7HEELERS,IMITED
ASUBSIDIARYOF-AHINDRA4WO7HEELERS%UROPE(OLDINGS3RL
ASUBSIDIARYOF0EUGEOT-OTOCYCLES3!3
ASUBSIDIARYOF-AHINDRA7ORLD#ITY$EVELOPERS,IMITED
ASUBSIDIARYOF-3-(2(OLDINGS-AURITIUS ,IMITED

53

IV. SHAREHOLDING PATTERN (Equity Share Capital Break-up as percentage of Total Equity)
i)

Category-wise Shareholding
No. of Shares held at the beginning of the
year [As on 1st April, 2014]

No. of Shares held at the end of the year

[As on 31st March, 2015]

Category of Shareholders

A.

% Change
during
OF4OTAL
the year
Shares

$EMAT

Physical

4OTAL

OF4OTAL
Shares

$EMAT

Physical

4OTAL















Promoters
(1)

Indian

A

)NDIVIDUAL(5&

B

#ENTRAL'OVT







C

3TATE'OVTS







d)

Bodies Corp.





















E

"ANKS&)

F

!NYOTHER

I

--"ENElT4RUST





8.42









ii)

%3/04RUST





4.24





4.78



III

%
MPLOYEES7ELFARE
4RUST















155092927

155092927

25.18

158693128

158693128

25.55

0.37















Sub-total (A) (1)

(2)

Foreign

A

.2)S )NDIVIDUALS

B

/THERS )NDIVIDUALS







c)

Bodies Corp







D

"ANKS&)







E

!NY/THER







Sub-total (A) (2)

651772

651772

0.11

605772

605772

0.10

-0.01

Total shareholding of Promoter

(A) = (A) (1)+(A) (2)

155744699

155744699

0 159298900

25.65

0.36

7892472





1.28







2.66













1629449





B.

25.29 159298900

Public Shareholding
1.

Institutions

A

-UTUAL&UNDS54)

B

"ANKS&)



C

#ENTRAL'OVT















D

3TATE'OVTS

















E

6ENTURE#APITAL&UNDS







F

)NSURANCE#OMPANIES



















G

&))S

 













H

&OREIGN6ENTURE#APITAL
&UNDS










&OREIGN0ORTFOLIO #ORP











Sub-total (B)(1):-

324705997

501332

325207329

52.80

347836142

501332

348337474

56.08

3.28

I

/THERSSPECIFY

I

54

MAHINDRA & MAHINDRA LIMITED

No. of Shares held at the beginning of the

year [As on 1st April, 2014]

No. of Shares held at the end of the year

[As on 31st March, 2015]

Category of Shareholders

2.

Bodies Corp.

I

)NDIAN

II

/VERSEAS

B

)NDIVIDUALS

I

II

)NDIVIDUALSHAREHOLDERS
holding nominal share
CAPITALUPTO2SLAKH
)NDIVIDUALSHAREHOLDERS
holding nominal share
CAPITALINEXCESSOF2SLAKH

C

/THERSSPECIFY

I

1UALIlED&OREIGN)NVESTOR

II

.ON2ESIDENT)NDIANS

III

&OREIGN.ATIONALS

IV

4RUSTS

V

#LEARING-EMBERS

VI

&OREIGN#ORPORATE"ODIES

C.

$EMAT

Physical

4OTAL

OF4OTAL
Shares

$EMAT

Physical

4OTAL



68488





27942981

































6.17













182448



1.46





1.42







Non-Institutions
a)

% Change
during
OF4OTAL
the year
Shares





















































































74606981

5435196

80042177

12.89

-4.03

5936528 428379651

68.97

-0.75







5937560 621092384

100.00

0.00

Sub-total (B)(2):-

98405880

5803101 104208981

16.92

Total Public Shareholding

(B)=(B)(1)+ (B)(2)

423111877

6304433

429416310

69.72 422443123







4.99



609586919

6305465

615892384

100.00

615154824

Shares held by Custodian for GDRs &

ADRs
Grand Total (A+B+C)



55

ii)

Shareholding of Promoters
Shareholding at the beginning of the year
[As on 1st April, 2014]

Sl. No Shareholders Name

No. of Shares

Shareholding at the end of the year

[As on 31st March, 2015]

% of Shares
% of total
Pledged /
Shares of the
company encumbered to
total shares

No. of Shares

% of Shares
% of total
Pledged /
Shares of the
company encumbered to
total shares

% change in
shareholding
during the
year

+ESHUB-AHINDRA

442296



442296





!NAND'OPAL-AHINDRA











!NJALI-EHRA











!NUJA03HARMA











!NURADHA-AHINDRA











'AUTAM0+HANDELWAL











,EENA3,ABROO

786192



786192





2ADHIKA.ATH











3ANJAY,ABROO

















3UDHA+-AHINDRA











11

5MA2-ALHOTRA











12

$EVESHWAR*AGAT3HARMA













$HRUV33HARMA











14

9UTHICA+ESHUB-AHINDRA













+EMA3ERVICES)NTERNATIONAL0RIVATE
,IMITED











16

0RUDENTIAL-ANAGEMENTAND3ERVICES
0RIVATE,IMITED



11.49











17

!NAND-AHINDRA"HARAT$OSHI
!+.ANDA 4RUSTEES -AHINDRA
-AHINDRA%MPLOYEES3TOCK/PTION
4RUST



4.24



4.78



18

!-#HOKSEY-!.AZARETH
4RUSTEES -AND-%MPLOYEES
7ELFARE&UND











19

!-#HOKSEY-!.AZARETH
4RUSTEES -AND-&ARM%QUIPMENT
3ECTOR%MPLOYEES7ELFARE&UND

682914



682914







!-#HOKSEY-!.AZARETH
4RUSTEES -3,%MPLOYEES7ELFARE
&UND











21

"HARAT.$OSHI!+.ANDA
4RUSTEES --"ENElT4RUST



8.42







155744699

25.29

2.05

159298900

25.65

1.59

0.36

Total

56

$ECREASEINTHEOFTOTALSHARESISDUETOINCREASEINPAID UPSHARECAPITALDURINGTHEYEAR

MAHINDRA & MAHINDRA LIMITED

iii) Change in Promoters Shareholding

Shareholding at the beginning of the
year
[As on 1st April, 2014]

Increase/
Decrease in
No. of
shares

Cumulative Shareholding
during the year

Sl
No.

Particulars

!TTHEBEGINNINGOFTHEYEAR !SONst!PRIL

$ECREASE st!PRIL $







$ECREASE th-AY $







$ECREASE st-AY $







$ECREASE th*UNE $







$ECREASE rd*UNE $







$ECREASE  th*ULY $







$ECREASE  th*ULY $







$ECREASE th!UGUST $









$ECREASE th!UGUST -ARKET3ALE #







11

$ECREASE  th!UGUST -ARKET3ALE #

























No. of shares % of total shares of

the company

th



No. of shares % of total shares of

the company



12

$ECREASE  !UGUST -ARKET3ALE



$ECREASE nd!UGUST $

14

)NCREASE nd3EPTEMBER !LLOTMENTOFSHARESTO

%3/04RUST



$ECREASE th3EPTEMBER $







16

$ECREASE nd3EPTEMBER $







17

$ECREASE  th/CTOBER $







18

$ECREASE th .OVEMBER $







19

$ECREASE  th.OVEMBER $









$ECREASE th$ECEMBER $







21

$ECREASE  th$ECEMBER $







22

$ECREASE th*ANUARY $









$ECREASE st*ANUARY $







24

$ECREASE th &EBRUARY $









$ECREASE th&EBRUARY $







26

$ECREASE th-ARCH $







27

$ECREASE th-ARCH $







28

!TTHEENDOFTHEYEAR !SONst -ARCH







4RANSFEROF3HARESPURSUANTTOEXERCISEOF3TOCK/PTIONSBY-AHINDRA-AHINDRA%MPLOYEES3TOCK/PTION4RUST%3/04RUST 



4RANSFERBY-S9UTHICA-AHINDRA

57

iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs)
1. LIFE INSURANCE CORPORATION OF INDIA
Increase or Decrease /
Reasons

!T THE BEGINNING OF THE

YEARn

Shareholding at the beginning of the

year
No. of Shares

% of total shares
of the Company





Increase/ Cumulative Shareholding during the year

Decrease in
No. of
No. of Shares
% of total shares
shares
of the Company



$ECREASE4RANSFER









$ECREASE4RANSFER









$ECREASE4RANSFER





11.29



$ECREASE4RANSFER









$ECREASE4RANSFER





11.22



$ECREASE4RANSFER





11.22



$ECREASE4RANSFER





11.17



$ECREASE4RANSFER





11.17



$ECREASE4RANSFER





11.16



$ECREASE4RANSFER









$ECREASE4RANSFER









$ECREASE4RANSFER









$ECREASE4RANSFER



68148727





$ECREASE4RANSFER









$ECREASE4RANSFER









)NCREASE4RANSFER

222864







)NCREASE4RANSFER









)NCREASE4RANSFER









)NCREASE4RANSFER









)NCREASE4RANSFER



71819774





)NCREASE4RANSFER









)NCREASE4RANSFER





11.79



)NCREASE4RANSFER





11.97



)NCREASE4RANSFER





12.14



)NCREASE4RANSFER





12.16



)NCREASE4RANSFER





12.26



)NCREASE4RANSFER



76474287





)NCREASE4RANSFER









)NCREASE4RANSFER









)NCREASE4RANSFER





12.49



)NCREASE4RANSFER





12.49



)NCREASE4RANSFER









$ECREASE4RANSFER











!TTHEENDOFTHEYEARn


58

MAHINDRA & MAHINDRA LIMITED

2. GOLBOOT HOLDINGS LIMITED #

Increase or Decrease /
Reasons

!T THE BEGINNING OF THE

YEARn

Shareholding at the beginning of the

year
No. of Shares

% of total shares
of the Company

18791948



Increase/ Cumulative Shareholding during the year

Decrease in
No. of
No. of Shares
% of total shares
shares
of the Company



$ECREASE4RANSFER



11791948

1.91



$ECREASE4RANSFER







!TTHEENDOFTHEYEARn


# Ceased to be in the list of Top 10 shareholders as on 31-03-2015. The same is reected above since the shareholder was one of the Top 10 shareholders as on
01-04-2014.
3. NATIONAL WESTMINSTER BANK PLC AS DEPOSITARY OF FIRST STATE ASIA PACIFIC LEADERS FUND A SUB FUND OF FIRST STATE INVESTMENTS ICVC
Increase or Decrease /
Reasons

!T THE BEGINNING OF THE

YEARn

Shareholding at the beginning of the

year
No. of Shares

% of total shares
of the company



2.92

Increase/ Cumulative Shareholding during the year

Decrease in
No. of
No. of Shares
% of total shares
shares
of the company



$ECREASE4RANSFER









$ECREASE4RANSFER









)NCREASE4RANSFER



17794221

2.89



$ECREASE4RANSFER





2.66



$ECREASE4RANSFER









$ECREASE4RANSFER









$ECREASE4RANSFER









$ECREASE4RANSFER





2.46



$ECREASE4RANSFER









$ECREASE4RANSFER









$ECREASE4RANSFER





2.22



$ECREASE4RANSFER





2.22



$ECREASE4RANSFER









$ECREASE4RANSFER



11992268





$ECREASE4RANSFER









$ECREASE4RANSFER





1.87



1.87

!TTHEENDOFTHEYEARn

4. DODGE AND COX INTERNATIONAL STOCK FUND
Increase or Decrease /
Reasons

!TTHEBEGINNINGOFTHE
YEARn

Shareholding at the beginning of the

year
No. of Shares

% of total shares
of the Company



2.26

Increase/ Cumulative Shareholding during the year

Decrease in
No. of
No. of Shares
% of total shares
shares
of the Company



)NCREASE4RANSFER







)NCREASE4RANSFER









)NCREASE4RANSFER





2.28

2.26



)NCREASE4RANSFER





2.29



)NCREASE4RANSFER











!TTHEENDOFTHEYEARn


59

5. EUROPACIFIC GROWTH FUND

Increase or Decrease /
Reasons

!TTHEBEGINNINGOFTHE
YEARn

Shareholding at the beginning of the

year
No. of Shares

% of total shares
of the Company



1.76**

Increase/ Cumulative Shareholding during the year

Decrease in
No. of
No. of Shares
% of total shares
shares
of the Company

.ILMOVEMENTDURING
the year
!TTHEENDOFTHEYEARn






** $ECREASEINTHEOFTOTALSHARESISDUETOINCREASEINPAID UPSHARECAPITALDURINGTHEYEAR
6. GOVERNMENT OF SINGAPORE
Increase or Decrease /
Reasons

!TTHEBEGINNINGOFTHE
YEARn

Shareholding at the beginning of the

year
No. of Shares

% of total shares
of the Company



1.74

Increase/ Cumulative Shareholding during the year

Decrease in
No. of
No. of Shares
% of total shares
shares
of the Company



)NCREASE4RANSFER





1.76



$ECREASE4RANSFER









$ECREASE4RANSFER





1.68



)NCREASE4RANSFER









)NCREASE4RANSFER





1.78



)NCREASE4RANSFER





1.82



$ECREASE4RANSFER



11146414

1.81



)NCREASE4RANSFER





1.84



)NCREASE4RANSFER









$ECREASE4RANSFER









$ECREASE4RANSFER





1.84



$ECREASE4RANSFER





1.84



$ECREASE4RANSFER





1.84



$ECREASE4RANSFER





1.81



$ECREASE4RANSFER





1.81



$ECREASE4RANSFER





1.78



)NCREASE4RANSFER





1.79



$ECREASE4RANSFER





1.77



)NCREASE4RANSFER





1.78



)NCREASE4RANSFER





1.78



$ECREASE4RANSFER





1.78



$ECREASE4RANSFER





1.78



)NCREASE4RANSFER





1.78



)NCREASE4RANSFER

146826

11227874

1.81



)NCREASE4RANSFER

162644







$ECREASE4RANSFER









$ECREASE4RANSFER









$ECREASE4RANSFER









)NCREASE4RANSFER







60

MAHINDRA & MAHINDRA LIMITED

6. GOVERNMENT OF SINGAPORE
Increase or Decrease /
Reasons

Shareholding at the beginning of the

year
No. of Shares



% of total shares
of the Company

Increase/ Cumulative Shareholding during the year

Decrease in
No. of
No. of Shares
% of total shares
shares
of the Company

$ECREASE4RANSFER









$ECREASE4RANSFER





1.82



)NCREASE4RANSFER





1.84



)NCREASE4RANSFER





1.86



$ECREASE4RANSFER





1.86



)NCREASE4RANSFER





1.86



)NCREASE4RANSFER





1.86



1.86

!TTHEENDOFTHEYEARn


7. ICICI PRUDENTIAL LIFE INSURANCE COMPANY LTD.

Increase or Decrease /
Reasons

!TTHEBEGINNINGOFTHE
YEARn

Shareholding at the beginning of the

year
No. of Shares

% of total shares
of the Company



1.46

Increase/ Cumulative Shareholding during the year

Decrease in
No. of
No. of Shares
% of total shares
shares
of the Company



)NCREASE4RANSFER

21646



1.47



)NCREASE4RANSFER





1.47



)NCREASE4RANSFER





1.47



)NCREASE4RANSFER





1.47



$ECREASE4RANSFER





1.47



$ECREASE4RANSFER





1.46



$ECREASE4RANSFER





1.44



$ECREASE4RANSFER



8864944

1.44



$ECREASE4RANSFER





1.44



$ECREASE4RANSFER









$ECREASE4RANSFER





1.41



$ECREASE4RANSFER









$ECREASE4RANSFER









$ECREASE4RANSFER









$ECREASE4RANSFER









)NCREASE4RANSFER









$ECREASE4RANSFER









)NCREASE4RANSFER









)NCREASE4RANSFER

1212







$ECREASE4RANSFER



8484782





)NCREASE4RANSFER









)NCREASE4RANSFER







61

7. ICICI PRUDENTIAL LIFE INSURANCE COMPANY LTD.

Increase or Decrease /
Reasons

Shareholding at the beginning of the

year
No. of Shares

% of total shares
of the Company

Increase/ Cumulative Shareholding during the year

Decrease in
No. of
No. of Shares
% of total shares
shares
of the Company



)NCREASE4RANSFER









$ECREASE4RANSFER









$ECREASE4RANSFER









$ECREASE4RANSFER









)NCREASE4RANSFER

6417

8467198





$ECREASE4RANSFER









)NCREASE4RANSFER









$ECREASE4RANSFER









)NCREASE4RANSFER









)NCREASE4RANSFER

18182







$ECREASE4RANSFER









)NCREASE4RANSFER









)NCREASE4RANSFER

44128







)NCREASE4RANSFER









)NCREASE4RANSFER





1.41



)NCREASE4RANSFER









)NCREASE4RANSFER









)NCREASE4RANSFER









)NCREASE4RANSFER









)NCREASE4RANSFER









)NCREASE4RANSFER









)NCREASE4RANSFER



9684991





$ECREASE4RANSFER



9679211





)NCREASE4RANSFER



9969147

1.61



)NCREASE4RANSFER





1.79



$ECREASE4RANSFER





1.79



$ECREASE4RANSFER





1.78



)NCREASE4RANSFER









$ECREASE4RANSFER





1.79



$ECREASE4RANSFER





1.78



)NCREASE4RANSFER





1.81



)NCREASE4RANSFER





1.82



1.82

!TTHEENDOFTHEYEARn


62

MAHINDRA & MAHINDRA LIMITED

8. GENERAL INSURANCE CORPORATION OF INDIA

Increase or Decrease /
Reasons

!TTHEBEGINNINGOFTHE
YEARn

Increase/ Cumulative Shareholding during the year

Decrease in
No. of
No. of Shares
% of total shares
shares
of the Company

Shareholding at the beginning of the

year
No. of Shares

% of total shares
of the Company







$ECREASE4RANSFER









$ECREASE4RANSFER









$ECREASE4RANSFER



8171729





$ECREASE4RANSFER









$ECREASE4RANSFER









$ECREASE4RANSFER





1.29



$ECREASE4RANSFER





1.28



$ECREASE4RANSFER





1.27



)NCREASE4RANSFER





1.28



)NCREASE4RANSFER





1.28



1.28

!TTHEENDOFTHEYEARn

9. ARANDA INVESTMENTS (MAURITIUS) PTE LTD.
Increase or Decrease /
Reasons

!TTHEBEGINNINGOFTHE
YEARn

Shareholding at the beginning of the

year
No. of Shares

% of total shares
of the Company





Increase/
Decrease in
No. of
shares

Cumulative Shareholding during the year

No. of Shares

% of total shares
of the Company



)NCREASE4RANSFER









)NCREASE4RANSFER





1.28



1.28

!TTHEENDOFTHEYEARn


10. VANGUARD EMERGING MARKETS STOCK INDEX FUND, ASERIES OF VANGUARD INTERNATIONAL EQUITY INDEX FUND
Increase or Decrease /
Reasons

!T THE BEGINNING OF THE

YEARn

Shareholding at the beginning of the

year
No. of Shares

% of total shares
of the company





Increase/
Decrease in
No. of
shares

Cumulative Shareholding during the year

No. of Shares

% of total shares
of the company







)NCREASE4RANSFER





)NCREASE4RANSFER









)NCREASE4RANSFER









)NCREASE4RANSFER









)NCREASE4RANSFER









)NCREASE4RANSFER









)NCREASE4RANSFER









)NCREASE4RANSFER









)NCREASE4RANSFER

22876





63

10. VANGUARD EMERGING MARKETS STOCK INDEX FUND, ASERIES OF VANGUARD INTERNATIONAL EQUITY INDEX FUND
Increase or Decrease /
Reasons

Shareholding at the beginning of the

year
No. of Shares

% of total shares
of the company

Increase/
Decrease in
No. of
shares

Cumulative Shareholding during the year

No. of Shares

% of total shares
of the company



)NCREASE4RANSFER

22876







)NCREASE4RANSFER









$ECREASE4RANSFER









$ECREASE4RANSFER









$ECREASE4RANSFER









$ECREASE4RANSFER









$ECREASE4RANSFER









$ECREASE4RANSFER









$ECREASE4RANSFER











!TTHEENDOFTHEYEARn


11. ABU DHABI INVESTMENT AUTHORITY - GULAB *

Increase or Decrease /
Reasons

!TTHEBEGINNINGOFTHE
YEARn

Shareholding at the beginning of the

year
No. of Shares

% of total shares
of the company





Increase/
Decrease in
No. of
shares

Cumulative Shareholding during the year

No. of Shares

% of total shares
of the company



)NCREASE4RANSFER









)NCREASE4RANSFER









)NCREASE4RANSFER









)NCREASE4RANSFER









)NCREASE4RANSFER









)NCREASE4RANSFER









)NCREASE4RANSFER









)NCREASE4RANSFER









)NCREASE4RANSFER









)NCREASE4RANSFER









$ECREASE4RANSFER











!TTHEENDOFTHEYEARn


* Not in the list of Top 10 shareholders as on 01-04-2014. The same has been reected above since the shareholder was one of the Top 10 shareholders as on
31-03-2015.

64

MAHINDRA & MAHINDRA LIMITED

v)
Sl
No.

Shareholding of Directors and Key Managerial Personnel:

Shareholding of each of the Directors and Key Managerial Personnel

)

Directors

Mr. Anand Gopal Mahindra (Chairman and Managing Director, Key

Managerial Personnel)
At the beginning of the year 01.04.2014

Shareholding at the beginning

of the year
[As on 1st April, 2014]
No. of shares

% of total
shares of the
company





Increase/
Decrease in
No. of
shares

At the end of the year 31.03.2015












$ECREASEn -ARKET3ALE







$ECREASEn -ARKET3ALE



116728



)NCREASEn %XERCISEOF%3/0S







)NCREASEn %XERCISEOF%3/0S







)NCREASEn %XERCISEOF%3/0S























Mr. Bharat Doshi

At the beginning of the year 01.04.2014





)NCREASEn %XERCISEOF%3/0S

14216

At the end of the year 31.03.2015

Mr. Deepak Parekh
At the beginning of the year 01.04.2014






$ATEWISE)NCREASE$ECREASEIN3HAREHOLDINGDURINGTHEYEARSPECIFYING
the reasons for increase / decrease (e.g. allotment / transfer / bonus/
sweat equity etc):
At the end of the year 31.03.2015




$ECREASEn -ARKET3ALE

At the end of the year 31.03.2015

% of total
shares of the
company

Dr. Pawan Goenka (Executive Director, Key Managerial Personnel)

At the beginning of the year 01.04.2014

No. of shares

$ATEWISE)NCREASE$ECREASEIN3HAREHOLDINGDURINGTHEYEARSPECIFYING
the reasons for increase / decrease (e.g. allotment / transfer / bonus/
sweat equity etc):
2

Cumulative Shareholding
during the year

Mr. Nadir B Godrej

At the beginning of the year 01.04.2014





)NCREASEn -ARKET0URCHASE







)NCREASEn -ARKET0URCHASE







)NCREASEn -ARKET0URCHASE







)NCREASEn -ARKET0URCHASE







)NCREASEn -ARKET0URCHASE







)NCREASEn -ARKET0URCHASE







)NCREASEn -ARKET0URCHASE







)NCREASEn -ARKET0URCHASE







)NCREASEn -ARKET0URCHASE







)NCREASEn -ARKET0URCHASE







)NCREASEn -ARKET0URCHASE







)NCREASEn -ARKET0URCHASE







)NCREASEn -ARKET0URCHASE



421819



)NCREASEn -ARKET0URCHASE



422819



)NCREASEn -ARKET0URCHASE



424819



)NCREASEn -ARKET0URCHASE







)NCREASEn -ARKET0URCHASE











At the end of the year 31.03.2015

65

Sl
No.

Shareholding of each of the Directors and Key Managerial Personnel

Shareholding at the beginning

of the year
[As on 1st April, 2014]
No. of shares

% of total
shares of the
company





Increase/
Decrease in
No. of
shares

At the end of the year 31.03.2015









Mr. A. K. Nanda
At the beginning of the year 01.04.2014





$ECREASEn -ARKET3ALE







$ECREASEn -ARKET3ALE



















As on 08.08.2014 (ceased to be a Director w.e.f. 08.08.2014)

Mr. N. Vaghul
At the beginning of the year 01.04.2014






$ATEWISE)NCREASE$ECREASEIN3HAREHOLDINGDURINGTHEYEARSPECIFYING
the reasons for increase / decrease (e.g. allotment / transfer / bonus/
sweat equity etc):
As on 08.08.2014 (ceased to be a Director w.e.f. 08.08.2014)
9

% of total
shares of the
company

$ATEWISE)NCREASE$ECREASEIN3HAREHOLDINGDURINGTHEYEARSPECIFYING
the reasons for increase / decrease (e.g. allotment / transfer / bonus/
sweat equity etc):

No. of shares

Mr. M. M. Murugappan
At the beginning of the year 01.04.2014

Cumulative Shareholding
during the year

Mr. R. K. Kulkarni
At the beginning of the year 01.04.2014






$ATEWISE)NCREASE$ECREASEIN3HAREHOLDINGDURINGTHEYEARSPECIFYING
the reasons for increase / decrease (e.g. allotment / transfer / bonus/
sweat equity etc):
At the end of the year 31.03.2015

.OTE-R!NUPAM0URI$R6ISHAKHA$ESAI-R6IKRAM3INGH-EHTAAND-R3"-AINAKDIDNOTHOLDANYSHARESOFTHE#OMPANYDURINGTHElNANCIALYEAR 

Sl
No.

Shareholding of each of the Directors and Key Managerial Personnel

))

Key Managerial Personnel

Mr. V S Parthasarathy
At the beginning of the year 01.04.2014

Shareholding at the beginning

of the year
[As on 1st April, 2014]
No. of shares

% of total
shares of the
company





)NCREASEn %XERCISEOF%3/0S
$ECREASEn -ARKET3ALE
)NCREASEn %XERCISEOF%3/0S

No. of shares

% of total
shares of the
company



























At the end of the year 31.03.2015

2

Mr. Narayan Shankar

At the beginning of the year 01.04.2014
)NCREASEn %XERCISEOF%3/0S

6792


1817

$ECREASEn -ARKET3ALE







)NCREASEn %XERCISEOF%3/0S











At the end of the year 31.03.2015

66

Cumulative Shareholding
during the year

Increase/
Decrease in
No. of
shares

MAHINDRA & MAHINDRA LIMITED

V.

INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment:
2SLAKHS
5NSECURED
,OANS

$EPOSITS

4OTAL
)NDEBTEDNESS









n

n

n









47989.68

351525.44

7438.53

406953.65





649.44





27119.92



66442.91









3ECURED,OANS
EXCLUDING
deposits
Indebtedness at the beginning of the nancial year
I

0RINCIPAL!MOUNT

II

)NTERESTDUEBUTNOTPAID

III

)NTERESTACCRUEDBUTNOTDUE
Total (i+ii+iii)

Change in Indebtedness during the nancial year

z

!DDITION

z

2EDUCTION

Net Change
Indebtedness at the end of the nancial year
I

0RINCIPAL!MOUNT

II

)NTERESTDUEBUTNOTPAID

III

)NTERESTACCRUEDBUTNOTDUE
Total (i+ii+iii)









n

n

n









13814.19

354727.74

6215.34

374757.27

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:
2SLAKHS
Name of MD/WTD/ Manager

Sl
No.
1

Particulars of Remuneration
-R!NAND-AHINDRA-$#%/

$R0AWAN'OENKA74$

4OTAL!MOUNT2S

274.68





'ROSSSALARY
(a)

Salary as per provisions contained in Section 17(1) of the

)NCOME TAX!CT

B 6ALUEOFPERQUISITESUS )NCOME TAX!CT







C







0
ROlTS IN LIEU OF SALARY UNDER 3ECTION  )NCOME TAX
!CT

3TOCK/PTION

.!





Sweat Equity







#OMMISSIONnASOFPROlT







/THERSnCONTRIBUTIONTOFUNDS
Total (A)
#EILINGASPERTHE!CT





74.77

598.18

1,037.80

1,635.98


BEINGOFTHENETPROlTSOFTHE#OMPANYCALCULATEDASPER3ECTIONOFTHE
#OMPANIES!CT

4HEAMOUNTINDICATESPERQUISITEVALUEOF%3/0SOFTHE#OMPANYEXERCISEDDURINGTHEYEAR

67

68
n

THE!CT

/VERALL#EILINGASPER

2EMUNERATION #

4OTAL-ANAGERIAL

4OTAL" 

4OTAL

AND-EDICAL



/THERSn0ERQUISITEVALUE



Commission

OF%3/0S(OUSING#AR













'ODREJ

-R.ADIR"

committee meetings

&EEFORATTENDINGBOARD

$IRECTORS

/THER.ON %XECUTIVE

4OTAL

/THERSPLEASESPECIFY

Commission

committee meetings

&EEFORATTENDINGBOARD

)NDEPENDENT$IRECTORS

Parekh

-R$EEPAK3

















6AGHUL

-R-- -R.ARAYANAN
-URUGAPPAN

#EASEDTOBEA$IRECTORWITHEFFECTFROM th!UGUST









.$ESAI

-R6IKRAM









3INGH-EHTA





*





$OSHI

-R"HARAT











.ANDA

-R!+









,)#

.OMINEEOF

-AINAK

-R3"







299.68







227.98





!MOUNT

4OTAL

2SLAKHS

BEINGOFTHENETPROlTSOFTHE#OMPANYCALCULATEDASPER3ECTIONOFTHE#OMPANIES!CT









Puri

4OTALREMUNERATIONTO-ANAGING$IRECTOR7HOLE 4IME$IRECTORANDOTHER$IRECTORSBEINGTHETOTALOF!AND" 









+ULKARNI

-R!NUPAM $R6ISHAKHA

.AMEOF$IRECTORS

-R2+

4HEAMOUNTINCLUDESPERQUISITEVALUEOF%3/0SOFTHE#OMPANYEXERCISEDDURINGTHEYEAR

Particulars of

2EMUNERATION

.O

Remuneration to other directors

Sl.

B.

MAHINDRA & MAHINDRA LIMITED

C.

2SLAKHS

REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

Sl.
No.

Particulars of Remuneration

Key Managerial Personnel

CS

CFO

Total









2.98









121.49



274.11













4.81



17.46

217.49

404.84

622.33

'ROSSSALARY
A 3ALARYASPERPROVISIONSCONTAINEDINSECTION OFTHE)NCOME TAX!CT
B 6ALUEOFPERQUISITESUS )NCOME TAX!CT
C

0ROlTSINLIEUOFSALARYUNDERSECTION )NCOME TAX!CT

3TOCK/PTION

Sweat Equity

#OMMISSIONnASOFPROlT

/THERSnCONTRIBUTIONTOFUNDS
Total

4HEAMOUNTINDICATESPERQUISITEVALUEOF%3/0SOFTHE#OMPANYEXERCISEDDURINGTHEYEAR

VII. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES: NIL

Type

A.

Section of the
Companies Act

Brief Description

Details of Penalty /
Punishment/
Compounding fees
imposed

Authority [RD /
NCLT/ COURT]

Appeal made, if
any (give Details)

COMPANY
Penalty
Punishment
Compounding

B.

DIRECTORS
Penalty
Punishment

A
N.

Compounding
C.

OTHER OFFICERS IN DEFAULT

Penalty
Punishment
Compounding

&ORANDONBEHALFOFTHE"OARD
ANAND G. MAHINDRA
#HAIRMAN-ANAGING$IRECTOR
-UMBAIth-AY

69

Particulars of loans/advances and investment in its own shares by listed companies, their subsidiaries, associates, etc., required to
be disclosed in the Annual Accounts of the Company pursuant to Clause 32 of the Listing Agreement.
Loans and advances in nature of loans to subsidiaries:
2UPEESINCRORES
Name of the Company

Balances as on
st-ARCH

-AXIMUM
outstanding
during the year

-AHINDRA'UJARAT4RACTOR,IMITED





-AHINDRA3HUBHLABH3ERVICES,IMITED









76.86



-AHINDRA4WO7HEELERS,IMITED



-AHINDRA(EAVY%NGINES0RIVATE,IMITED



-AHINDRA2ETAIL0RIVATE,IMITED



-AHINDRA'EARS)NTERNATIONAL,IMITEDUPTO th$ECEMBER



-AHINDRA(:0#0RIVATE,IMITED
&ORMALLYKNOWNAS-AHINDRA)NVESTMENTS)NTERNATIONAL 0RIVATE,IMITED



"RISTLECONE,IMITED
-AHINDRA/VERSEAS)NVESTMENT#OMPANY-AURITIUS ,IMITED

Except as indicated above, the Company has not made any loans and advances in the nature of loans to associates or loans and
advances in the nature of loans where there is no repayment schedule or repayment beyond seven years or no interest or interest
below section 186 of the Companies Act, 2013.

70

MAHINDRA & MAHINDRA LIMITED

Management Discussion
and Analysis
Mahindra & Mahindra Limited (M&M) or (Mahindra) is the
agship company of the Mahindra Group, which consists of 137
companies with diverse business interests across the globe and
aggregate revenues of around US $ 16.9 billion. The Financial
Year 2014-15 was characterised by an economic environment
that was lukewarm. A below par monsoon affected domestic
demand even while global demand remained sluggish. While,
as compared to the previous year, the automotive industry
was in better shape overall it is still some distance away from
full recovery. During the year, the tractor industry also faced
strong headwinds and steep industry slowdown. Impact of
this sluggish economic environment was felt by your Company
as well, with the Automotive Sector registering a decline of
8.3% in vehicle sales and tractor sales declining by 12.6%,
respectively, compared to the previous year. Even amidst this
scenario, your Company demonstrated its resilience, with a Net
Income for the year of Rs. 39,794 crores, a decline of only 3.5%,
as compared to the previous year and Prot Before Tax of
Rs. 4,169 crores, a decline of only 4.6% over the previous year.

INDUSTRY STRUCTURE, OVERVIEW AND TRENDS

The Indian automotive industry comprises of a number of
players, both Indian and multinational, with varying degrees
of presence in different segments. Currently, nine of the
top ten global automotive manufacturers have a presence in
India, which clearly points to Indias importance as a strategic
automotive market. After more than a decade of establishing
a manufacturing base in India, MNC OEMs have garnered an
84.9% share of the domestic Passenger Vehicles (PV) market
and are also increasingly using India as an export base.
Currently, 22.1% of MNC production is exported from India.
However, in the Commercial Vehicle (CV) space, Indian OEMs
continue to dominate the industry with 96.1% market share.

Global Automotive Industry

In the calendar year (CY) 2014, global automotive sales stood at
a record 88.2 million vehicles, a growth of around 3% over the

previous year. This growth was primarily driven by China, USA

and Japan, which collectively account for 52% of the global
automotive market. Source: OICA (Organisation Internationale
des Constructeurs dAutomobiles).
China retained the distinction of being the worlds largest
automotive market for the 6th consecutive year with total sales
of 23.5 million vehicles, a growth of around 7%. The US market
which had hit a low in 2008 has been on a slow recovery path
registering a growth of 6% in CY 2014. However, the ChinaUS market size gap widened to 6.6 million vehicles from
4.5 million vehicles in CY 2012.
European auto sales turned positive after two years of decline.
Growth was seen in key markets like Germany (3%), France
(0.2%) and Italy (5.1%). However, the UK market posted 9.5%
growth on the back of stronger consumer condence.
The automotive markets in Brazil and Russia continued to
decline for the second consecutive year. In CY 2014, the
Brazilian automotive market was down 7.1% while the Russian
automotive market registered a decline of 15.1%.

Indian Automotive Industry

The nancial year 2014-15 saw the beginning of a turnaround
for the Indian auto industry. Riding on signs of economic
growth, positive sentiment in the country and new launches
by OEMs in the car segment, the industry (excluding two
wheelers) reported a growth of 3.6%.
However, on closer scrutiny it is apparent that the industry
is still some distance away from a full recovery. In passenger
vehicles, ve of the top 10 OEMs have registered a decline.
The Medium and Heavy Commercial Vehicle (MHCV) segment
has shown growth after almost two years. However, volumes
are still 33.4% below the peak year volumes of 2012-13. There
is overcapacity in the industry and deep discounting continues.
In the Light Commercial Vehicle (LCV) segment, volume decline
continues into the 8th straight quarter.

Life doesnt get easier or more forgiving, we get stronger and more resilient Steve Maraboli

73

The slowdown in rural consumption and agri incomes is

reected in the demand for two wheelers (especially
motorcycles) and three wheelers, with a marked slowdown in
H2 FY2015 as compared to H1 FY2015.
In the Financial Year 2014-15, interest rates were on the higher
side, but a drop in fuel prices and only a marginal escalation
of vehicle prices (as a result of benign commodity prices)
resulted in the cost of ownership remaining unchanged for
the consumer. With deregulation of fuel prices, the differential
between petrol and diesel prices has reduced and there is a
noticeable shift in preference for petrol and CNG as a fuel,
especially in the car and van segments.
The Utility Vehicle (UV) segment posted a growth of 5.3%,
driven by 10.9% growth in the Compact UV segment, whereas

the rest of the UV segment (large UVs) has declined by 1.5%.

The growth in Compact UVs is on account of consumer
preference for smaller, more car like vehicles and the lower
excise duty on sub 4m vehicles. However, UVs as a vehicle
category continue to nd preference with the customer. The
ratio of UVs to passenger vehicles remained at ~ 21% over the
last two years.
The uptick in the MHCV segment is driven by the partial lifting
of the mining ban, opening up of investment in the road and
infrastructure sectors and some revival of manufacturing in
H2 FY15. However, LCV < 3.5 tons (50% of total CV industry
by volume) continues to be under pressure in the face of a
slowdown in rural consumption and drop in agri incomes and
consumer durables.

The table below shows the size of various segments of the Indian auto industry spanning Financial Year 2012-13 to Financial Year
2014-15.
Industry Domestic Sales

YOY Growth

Segment
FY13

FY14

FY15

FY14

FY15

Passenger Cars

1,874,055

1,786,826

1,876,017

4.7%

5.0%

Utility Vehicles

553,662

525,839

553,699

5.0%

5.3%

MPV (Vans)

237,298

190,844

171,395

19.6%

10.2%

2,665,015

2,503,509

2,601,111

6.1%

3.9%

268,689

200,618

232,755

25.3%

16.0%

46,913

38,709

36,837

17.5%

4.8%

Passenger Vehicles
MHCV
MHCV Passenger
MHCV Goods
LCV

221,776

161,909

195,918

27.0%

21.0%

524,522

432,233

382,206

17.6%

11.6%

47,827

42,799

44,816

10.5%

4.7%

LCV Goods < 2T GVW

247,426

166,974

131,455

32.5%

21.3%

LCV Goods 2 3.5T GVW

190,442

193,025

177,134

1.4%

8.2%

LCV Passenger

LCV Goods > 3.5T GVW

Total CV
3W Passenger
3W Goods
3W
Scooter
Motorcycles

38,827

29,435

28,801

24.2%

2.2%

793,211

632,851

614,961

20.2%

2.8%

441,124

385,384

432,234

12.6%

12.2%

97,166

94,701

99,693

2.5%

5.3%

538,290

480,085

531,927

10.8%

10.8%

2,923,424

3,602,743

4,505,529

23.2%

25.1%

10,085,000

10,481,115

10,743,549

3.9%

2.5%
4.5%

788,761

722,920

755,503

8.3%

2W

13,797,185

14,806,778

16,004,581

7.3%

8.1%

Total Domestic

17,793,701

18,423,223

19,752,580

3.5%

7.2%

3,996,516

3,616,445

3,747,999

-9.5%

3.6%

Mopeds

Total Domestic (Exc. 2W)

Smooth Seas do not make a skillful sailor An African proverb

74

MAHINDRA & MAHINDRA LIMITED

Indian Tractor Industry

Similar to the auto industry, the domestic tractor market too,
has a mix of Indian origin and international manufacturers and
is segmented by horsepower.
In the Financial Year 2014-15, the Indian tractor market
(the worlds largest by volume), declined by 13.1% to
reach 550,963 units. This is the worst decline the tractor
industry has witnessed since the Financial Year 2002-03. The
industry was very badly hit in the second half of the year,
registering a decrease of 25.3% (Q3 decline of 21.8% and
Q4 decline of 29.9%) while H1 registered a marginal decrease
of 0.5%.
This sharp drop is primarily attributed to a weak sentiment
in the agri sector. To begin with, India had a poor monsoon
which was characterised by below normal rainfall with uneven
spread and timing. This resulted in a reduction in Kharif
sowing by 2% and in Rabi sowing by 5%. Kharif and Rabi food
grain production also declined by 3.2% and 7.2%, respectively.
The situation was further aggravated due to unseasonal
rains and hailstorms in Q4 F15 which damaged food grains
and horticulture crops. Overall, food grain production in the
Financial Year 2014-15 was lower by 5.3%.
The crop prices for this year remained subdued. This was the
result of international commodity prices hitting their lowest
point in six years and only a marginal increase (1% to 4%) in
the declared Minimum Support Prices (MSPs).

For the year under review, all states (except Karnataka)

registered a decline in growth. The worst affected states were
Madhya Pradesh (27% decline), Maharashtra (24% decline),
Tamil Nadu (19% decline), Chhattisgarh (18% decline) and
Andhra Pradesh (16% decline). Uttar Pradesh retained its
No. 1 position in tractor sales, but registered a 4% reduction in
growth over the previous year.
Analysing the tractor industry by horsepower segments, only
the < 20 HP and > 50 HP segments (constituting 10% of the
tractor market) registered a growth of 8% and 5%, respectively.
The bulk of the market comprising the 30 to 50 HP segments
declined by 15% for the year under review.
The table below summarises the growth across various HP
segments of the tractor industry.

Segment

Industry
F15

F14

Growth

Total

550,963

633,656

13.1%

<20

24,081

22,252

8.2%

2030

35,785

48,562

-26.3%

3040

202,308

223,141

-9.3%

4050

255,953

308,482

-17.0%

32,836

31,219

5.2%

>50

Never give up, for that is just the time and place that the tide will turn Harriet B. Stowe

75

Your Companys Performance

Despite these economic headwinds, with the Automotive
and Farm Sectors working together with strong customer
focus at the front end and structured synergy at the back
end, your Company demonstrated its resilience and ability
to successfully withstand adversity. During the Financial Year
2014-15, your Company sold 464,850 vehicles (a decline of
8.3% in comparison to the previous year) and 234,766 tractors
(a decline of 12.6% over the previous year). The Automotive
and Farm Sectors, along with their subsidiary companies
and joint ventures, achieved aggregate global sales
of 860,557 vehicles and tractors (601,900 vehicles and
258,657 tractors).

Automotive Sector
During the year under review, your Company maintained its
position as the 3rd largest Passenger Vehicle company and
as the 2nd largest Commercial Vehicle company in India. Your
Companys share of the total Indian auto industry stood at
11.6%. In January 2015, your Company rolled out its 5 millionth
(50 lacs) vehicle from the companys plant in Kandivali, Mumbai.
Mahindras legendary 4x4 offroader, the Mahindra Thar, was
rolled out as the 5 millionth vehicle.
For the year under review, despite market challenges in key
business segments, your Company achieved overall volumes of
434,654 vehicles in the domestic market, a decline of only 9.0%
over the previous year.

The table below summarises your Companys performance across all industry segments.
Segment

M&M

Industry

M&M Mkt. Share

FY15

Growth

FY15

Growth

FY15

FY14

206,837

5.7%

553,699

5%

37.4%

41.7%

Cars

3,184

67.3%

420,907

21.5%

0.8%

2.8%

Vans

13,947

44.6%

171,395

10.2%

8.1%

13.2%

LCV Goods <2T GVW

15,255

47.8%

131,455

21.3%

11.6%

17.5%

129,755

5.3%

177,134

8.2%

73.3%

63.8%

56,764

9.3%

531,927

10.8%

10.7%

13.0%

LCV Passengers

3,394

7.5%

44,816

4.7%

7.6%

8.6%

LCV Goods > 3.5T GVW

2,019

8.5%

28,801

2.2%

7%

7.5%

HCV Goods (>16.2T)

3,499

53.1%

125,613

42.6%

2.8%

2.6%

AS (Domestic) Total

434,654

9.0%

2,185,747

5.9%

19.9%

23.1%

Utility Vehicles

LCV Goods 2 to 3.5T GVW

3W

Strong customer focus lays the foundation for resilience. Your Company demonstrated its customer focus by maintaining its
leadership position in the domestic Utility Vehicle (UV) market with a 37.4% share. In the UV2 (UV > 4,400 mm and price upto
Rs. 15 lac) category, your Company holds a share of 54.3%, while in the UV1 (UV < 4,400 mm and price upto Rs. 15 lac) category,
it has a 29.6% market share.

The question is not what you look at, but what you see Henry David Thoreau

76

MAHINDRA & MAHINDRA LIMITED

Bolero sales once again crossed the milestone of 1 lac sales

in a year, making this the fourth consecutive year that it
has achieved this milestone. It is also the 5th largest selling
Passenger Vehicle in India and has retained the title of Indias
largest selling SUV for the 9th successive year. The Scorpio
posted record sales since its launch in 2002, strengthening
its iconic status with sales of over 50,000 units for the fourth
successive year. The XUV500 continued to be the customers
choice in the premium UV segment with over 34,000 sales in
the year, a growth of 14.7% over the previous year.
In the market segment of LCV goods < 3.5T, which accounts
for 50% of the total CV industry, your Company has regained
the No. 1 spot after 10 years, with a market share of 47%. In
the Pik-UP sub-segment (LCV goods 2 to 3.5T), your Company
cemented its leadership position with a gain of 9.5% points
over the previous year, market share being 73.3%.
Your Company recorded total sales of 8,912 commercial
vehicles [including 5,413 LCVs in the LCV > 3.5T segment and
3,499 HCVs (Heavy Commercial Vehicles)] which is a growth
of 9.2% over the previous years volumes of 8,161 commercial
vehicles [including 5,876 LCVs in the LCV > 3.5T segment and
2,285 HCVs].

Product Launches and Customer Centricity

In September 2014, your Company launched the New
Generation Scorpio which is built on an all new platform
and offers contemporary styling and advanced technology
features. The New Scorpio has received multiple awards
since launch, of which six awards are for SUV of the year.

Since its launch in 2011, the XUV500 has carved a special

niche in the minds of Indian consumers. In February 2015,
your Company launched the XUV500 Xclusive Edition which
comes packed with a host of premium luxury features such
as electric sunroof, convenient reverse camera and voice
messaging system, sporty aluminium pedals, stylish grey alloy
wheels, 6-way power-adjustable drivers seat (optional) and
illuminated scuff plates. This was followed by the launch of the
New Age XUV500 with an array of cutting-edge technology
features, bold new cheetah-inspired exterior styling,
plush and premium new interiors, great performance and
best-in-class safety.

It is not the strongest of the species that survive, nor the most intelligent, but the one most responsive to change. Charles Darwin

77

Your Company also launched refresh versions and variants of

its Thar, Xylo, Bolero Maxi Truck (BMT), Bolero Camper and
Alfa models.

Honda and Hyundai. The graphs below show the consistent

improvement made by your Company in the JD Power CSI
and SSI scores.

JD Power SSI Scores

900
800
700

859
786

2010

2011

2012

2013

2014

JD Power CSI Scores

900

829
800

747
700

In the heavy commercial vehicle segment, your Company

introduced the TRUXO 37, the new HCV Rigid Cargo carrier
in the 37 T GVW category. The product offers best-in-class
payload and fuel efciency along with other distinctive
features like lowest turning radius for better manoeuvrability.
The TRUXO 37 is fast emerging as your Companys agship
HCV product and has also received industry recognition at the
Apollo-CV Awards hosted by the popular CV magazine.
Over the past few years, your Company has worked tirelessly
to improve customer satisfaction on both the product and
the dealership side. The results of these efforts are reected
in the score and rank received by the Mahindra brand in the
JD Power CSI and SSI surveys. For 2014, Mahindra was ranked
4th (along with Toyota) in the JD Power CSI study, while in
the JD Power SSI survey, Mahindra was ranked 3rd along with

2010

2011

2012

2013

In line with its core value of customer rst, your Company has
developed a network that reaches out to all corners of India.
Mahindra vehicles can now be serviced in 478 of the total
657 districts in India.

Overseas Operations
The Automotive Sector of your Company exported a total of
30,196 vehicles during the Financial Year 2014-15, posting a
growth of 1.8% over the previous year.
The Scorpio Pik-Up continues to take the largest share of the
export product pie, followed by the Bolero, while the XUV500
performed well in South Africa and Chile.
During the Financial Year 2014-15, Sri Lanka, Nepal, Bangladesh,
Chile and South Africa continued to be signicant overseas

There is a tide in the affairs of men, which when taken at the ood, leads on to fortune Shakespeare

78

2014

MAHINDRA & MAHINDRA LIMITED

markets for the Company. While there was good growth

in exports to Sri Lanka, Nepal, Bangladesh, Bhutan and
various countries in the African region, exports to South
Africa and Chile witnessed a decline. Your Company continues
to focus on building the brand and channel in focused
markets.

work is underway on joint development with Ssangyong

Motors, Korea, for a new engine family with both diesel and
gasoline fuel options.
Building adequate capacity for the future has always been
a key focus area for your Company. Mahindra Vehicle
Manufacturers Ltd. (MVML), a 100% subsidiary of your
Company with its plant located at Chakan near Pune, is
Mahindras largest manufacturing facility in India. During the
Financial Year 2014-15, it signed an MoU with the Government
of Maharashtra to invest an additional Rs. 4,000 crore over a
7 year period in Chakan, in its next phase of expansion. The
State Government has conferred the status of Ultra Mega
Project to this proposed expansion. In addition to Chakan,
your Company has also augmented capacity at its plant at
Zaheerabad in Telengana. This extra capacity is specically for
manufacture of the new small commercial vehicle platform.
Your company believes in the future of electric mobility and
continues to develop battery operated Electric powertrains
and electric vehicles (EVs) through its subsidiary, Mahindra
Reva Electric Vehicles Private Limited.

Gearing Up for tomorrow

Farm Sector

Over the last few years, your Company has taken strategic
steps in its journey towards becoming a globally recognised
automotive manufacturer.

Continuing its journey towards delivering Farm Tech Prosperity

to Indian farmers, your Company has made good progress in
the areas of farm mechanisation (tractors and implements) and
the agriculture value chain.

Located in Mahindra World City Chennai, Mahindra Research

Valley (MRV) is home to over 2500 engineers who are engaged
in your Companys new technology and product programmes.
The XUV500 was the rst product to emerge from this
crucible of innovation and creativity and today, three new
product platforms are set to roll out from here. This includes
two new passenger UV platforms which will give Mahindra
a competitive edge in the growing compact UV segment. In
addition to the new platforms, your Company has also been
working on refresh versions of existing products which will be
launched soon.
On the powertrain front, your Company has developed
gasoline powertrains, in response to the growing preference
for petrol as a fuel. Mahindras all new compact UV platform
which is set to launch in the Financial Year 2015-16 will
incorporate the rst gasoline powertrain. In addition to this,

Tractor and Farm Mechanisation Business

Financial Year 2014-15 saw completion of 32 years of Mahindra
leadership in the domestic tractor market, with a market share
of 40%.
During the nancial year, the tractor industry faced severe
headwinds. In line with this, for the period under review, your
Company sold 234,766 tractors (domestic plus export) under
the Mahindra and Swaraj brands, as against 268,487 tractors
sold in the previous year, a decline of 12.6%.
Continuing with its focus on the customer and new product
development, in August 2014, your Company launched the
Arjun NOVO in the > 50 HP tractor segment, developed on a
new platform at Mahindra Research Valley (MRV). The Arjun
NOVO is currently available in 50 and 57 HP variants and is

Victory is the child of preparation & determination Sean Hampton

79

a class leading product with several rst-of-its-kind features,

making it an apt choice for the evolved, knowledgeable
and technology savvy farmer. The Arjun NOVO has been
received very well in the high HP markets of Andhra Pradesh,
Maharashtra and Chhattisgarh. In addition to the Arjun NOVO,
your Company also launched upgraded versions of existing
models, with the objective of strengthening its product
portfolio.

China
China, the second largest tractor market in the world, is facing
challenging times and continued to decline for the third
consecutive year. For the year under review, the industry shrunk
by 17% over the previous year. In line with the tractor industry
in China, volumes from the Mahindra Yueda Yancheng Tractor
Company Limited (MYYTCL) a subsidiary of your Company
saw a decline, reaching 11,710 units in the domestic market, as
compared to 19,042 units sold in the same period last year. At
the same time, exports from China declined 21% to 2,033 units.

REST OF THE WORLD

For the year under review, growth came from the SAARC region
with Nepal and Bangladesh registering good progress. Algeria
continued to be the biggest market for Mahindra Tractors even
though the African markets registered a decline in volumes.

Towards Farm Tech Prosperity

Agriculture in India faces multiple challenges. The key amongst
them include (i) low productivity as compared to developed
countries (ii) increasing labour scarcity coupled with high labour
costs (iii) limited application of modern farming techniques
(iv) lack of proper post-harvest supply chain infrastructure and
(v) Inadequate access to markets.

Global Footprint
For the year under review, your Company achieved a milestone
of exporting the highest ever number of tractors from India.
Exports from India stood at 13,746 tractors, a growth of 35.5%
as compared to the previous year. Your Company continued to
strengthen its global footprint with a focus on the key markets
of USA and China, amongst other regions. Total tractor volumes
outside India stood at 36,107 tractors.

To address these challenges, your Company offers a complete

range of mechanisation solutions, micro-irrigation systems,
agricultural inputs and modern agronomy advisory services.
In addition, your Company works with farmers through the
entire crop cycle to enable them to grow the best quality
produce and also gives them access to domestic as well as
international markets.

Farm Mechanisation
USA
Mahindra USA, a subsidiary of your Company, crossed the
15,000 annual volume mark for the rst time, achieving its
highest ever billings and retails. It also achieved an all-time
high market share of 10% (a growth of 2% points) in the
0-80 HP segment in the US market. Mahindra USA continues to
expand its reach by taking efforts to strengthen the Mahindra
brand in this market, especially by enhancing its presence in
the digital space.

Farm mechanisation is a key enabler to address the concerns

of farm productivity and labour shortage. Your Company has
a presence in the mechanisation space through Mahindra
AppliTrac which offers efcient and affordable mechanisation
solutions across the spectrum of farming operations. AppliTrac
continued to grow the market for mechanisation in the country,
playing its part in boosting agricultural productivity. AppliTrac
growth was led by rotary tillers with a signicant contribution
from harvesters. AppliTrac also offers a wide range of farm

Be sure you put your feet in the right place and then stand rm Abraham Lincoln

80

MAHINDRA & MAHINDRA LIMITED

machinery including rice transplanters, sprayers, mulchers and

balers to full the needs of farm mechanisation.

Agri Inputs
Your Company has a comprehensive portfolio of agricultural
inputs including seeds, crop protection and plant growth
regulation products. Use of improved seeds, especially hybrids,
is an important driver of higher quality produce and superior
yield. Mahindra seeds offer a broad product portfolio of
quality seeds spanning eld crops, cash crops and vegetables.
This business is growing rapidly and is poised for a more
meaningful contribution to Indian agriculture in the coming
years. During the growth phase, crops are under the constant
threat of virus, disease and nutrient deciency. Your Companys
Crop Care business offers a range of herbicides, pesticides,
fungicides and plant growth regulators which help mitigate
the risk of crop loss. This business has grown ~20% over the
previous period.

Micro-irrigation
Micro-irrigation offers tremendous benets to the farmer
through water savings of more than 25%, reduced expenditure
on labour and fertiliser and also delivers higher productivity.
The Company had forayed into micro-irrigation in 2011 through
the acquisition of a stake in EPC Industries Limited. For the
year under review, the micro irrigation business declined by
3.1% which is in line with the overall decline in the industry.
The latter is due to the delay in release of subsidies for
micro-irrigation by various state governments.

Mahindra Samriddhi
The focus of Mahindra Samriddhi has been to offer the Indian
farmer easy access to modern farming technologies. Mahindra
branded seeds, crop care and micro irrigation products are
available at Mahindra Samriddhi centres as well as through
independent channel partners. Today, there are more than
255 Mahindra Samriddhi touch points which were accessed
by over 140,000 farmers in the Financial Year 2014-15, as
compared to 90,000 farmers in the Financial Year 2013-14. The
Mahindra Samriddhi India Agri Awards continues to be the
premier event in the eld of Indian agriculture. It is graced by
leading luminaries associated with agriculture and honours the
torch bearers of farm tech prosperity across the nation.

Fruits and Vegetables

Through its fresh produce and potato businesses, your Company
works closely with select farmers throughout the crop cycle to
improve farm productivity. The produce is then procured and
sold in the domestic and international markets, thus providing
market access to farmers. Your company is currently working
with farmers who grow a variety of crops, including grapes,
apples, bananas and potatoes.
Your Company has also entered into a joint venture with
Univeg, a Belgium based fresh produce company which will
focus on developing a fresh fruit supply chain to provide
high quality fruits that meets the needs of both the domestic
and international markets. A second joint venture with HZPC
from Holland, one of the worlds leading companies in potato
breeding, seed potato growing and trading, aims to develop
world class technical know-how and a supply chain for fresh
produce and potatoes in India.

ALLIED BUSINESSES
Mahindra Powerol
During the Financial Year 2014-15 Mahindra Powerol found
itself back on the path to growth, as the Companys revenue
grew by 8%.
In the year 2014, the Company received the prestigious
Deming Prize by the Union of Japanese Scientists and
Engineers (JUSE). This is a globally recognised award which
honours businesses that have successfully implemented
TQM practices.
The business is exploring further growth opportunities
through entry to higher kVA segments and by offering Energy
Management Solutions. The business is also considering export
opportunities to Africa and other markets.

Construction Equipment Mahindra EarthMaster

With the slowdown in infrastructure spending, the Indian
backhoe loader market declined by 14% over the previous
year. For Mahindra EarthMaster, the focus for the year has
been to strengthen the sales channel and structure. The
Earthmaster SX variant has also been launched, offering
best-in-class fuel efciency.

A ship is always safe at the shore, but that is not what it is built for Albert Einstein; John A. Shedd

81

OPPORTUNITIES AND THREATS

Automotive Sector
From a low during the Financial Year 2013-14, the industry has
seen a partial recovery. In the near future, the auto industry
is likely to show positive growth across all segments on the
back of healthy economic outlook, investment in roads,
infrastructure and new launches by Original Equipment
Manufacturers (OEMs).
Also, given the importance of the automobile industry to the
economy, its potential for employment and its backward and
forward linkages with several sectors, the Government is keen
to support its development.
Growing concerns over safety and sustainability among
consumers and society at large will have an impact on the
regulations for motor vehicles, regulations for managing urban
congestion and policies for development of public transport
infrastructure. These will have a signicant impact on the
future of the automotive industry.

Farm Sector
Continued Government support for agriculture, rural
development and greater adoption of improved agricultural
practices is expected to drive sustainable growth in the
agriculture sector.
India, with its large base of small and marginal farmers, has
several regions with low penetration of farm mechanisation.
With increasing labour cost and scarcity, greater adoption of
various forms of mechanization is the way forward. In this
scenario, the market for tractors and other farm equipment is
expected to grow in the long term.
The competitive intensity in the farm mechanization space is
expected to increase, leading to new product launches and
product offerings at high value points. Customer expectations
related to performance, quality and technology are also
increasing with time. Staying ahead of the competition by
offering products with modern technology and features is
likely to put pressure on costs.
The rising demand for power and infrastructure development
will create opportunities in the power generation and
infrastructure equipment space. This is an opportunity for

your Company to grow its offerings in power solutions and

construction equipment.

RISKS AND CONCERNS

Automotive and Farm Sectors
Your Companys business
external risks and it has
systems and processes,
mechanisms to actively
these risks.

is exposed to many internal and

consequently put in place robust
along with appropriate review
monitor, manage and mitigate

Commodity Prices
Though Commodity prices witnessed a moderate increase in
the rst half of the Financial Year 2014-15 they were followed
by a decline due to the drop in crude oil prices. Your company
successfully mitigated the impact due to inationary pressures
like power cost increases, through cost reduction and value
engineering activities.
In the rst half of the Financial Year 2015-16, commodity
prices are expected to be benign but by the second half of
the year, they are expected to improve, based on a positive
outlook for both the Indian and the global economy. Your
Company continues to watch the market situation closely,
focusing on cost re-engineering, in order to minimize
the impact.

Capacity
Your Company has built adequate manufacturing capacity for
the immediate future and is planning to invest in additional
capacity in preparation for the mid to long term.
On the supplier end, your Company is working closely with
its key suppliers to minimise any supply constraints through
capacity planning and longer term contracts. At the same
time, opportunities for global sourcing are also being actively
pursued.

Competitive Intensity
Keeping in mind the high growth potential of the Indian
automotive market, all OEMs are actively investing in new
product development and product technology upgrades.
Multinational OEMs are increasingly becoming India

Let us not pray to be sheltered from dangers but to be fearless when facing them Rabindranath Tagore

82

MAHINDRA & MAHINDRA LIMITED

focused and are developing India centric products. Further,

with increased local sourcing and development taking
place in India, cost structures of multinational corporations
are becoming competitive. While in the past many MNC
OEMs entering India were focused on the car market, they
now have an active presence in the UV segment as well,
leading to intense competition in this space.
With an improvement in infrastructure and strengthening
of the hub and spoke transportation model, the need for
commercial vehicles across product categories is expected to
multiply. The medium and heavy commercial vehicle segment
features two dominant domestic players and in the recent past
it has also witnessed the entry of MNCs. The need for efcient
logistics in the feeder and distributor routes has led to growth
in the small commercial vehicle category. Your Company has a
presence across the commercial vehicle segment and continues
to invest in new product development as well as technology
upgrades and will continue its focus on delivering customer
centric products.

Tax and Excise Duty Regulations

New Regulation for Safety and Emission

Concerns over sustainability and environment protection are
driving legislation and regulatory reforms, especially in the
area of emission. The Government of India is in the process of
introducing the next level of safety and emission regulations
for India. Conforming to the next stage of regulations will,
however, impact costs. With greater awareness of safety and
environment issues, the increased costs are unlikely to have
an impact on vehicle demand. Your Company is condent of
meeting these regulations.

Environment and Alternate fuels

With greater awareness regarding air quality and the
need to reduce dependence on fossil fuels, there is a trend
towards adopting greener and more sustainable fuels for
automobiles. Your Company has made adequate investments
in development of powertrains which run on alternate fuels.
While our CNG offerings are already on road, your Company
has technology demonstrators operating on Bio Diesel
and Hydrogen and is also investing in developing a Hybrid
Powertrain.

In India, there is a large differential between taxes levied

on small and large vehicles. With the resulting lower
price tag for small vehicles, many customers may opt to
postpone large vehicle purchases or buy a small vehicle, thus
impacting the sale of large vehicles. Certain products of
key competitors have the benet of lower excise duty. Your
Company is working on plans to meet the revised regulatory
environment.

Diesel Petrol price parity

The Government of India has announced a policy for partial
deregulation of diesel prices in January 2013 and complete
deregulation by October 2014. As a result, the gap between
petrol and diesel fuel has narrowed considerably. This reduced
price gap has resulted in a preference for petrol vehicles,
especially in the passenger car and van segments. In the
Financial Year 2012-13, diesel cars accounted for 47% of the
total cars sold in India, whereas in the Financial Year 2014-15,
it came down to 37%. In the UV segment, diesel UVs account
for 90% of total UVs sold; for the Financial Year 2012-13, this
number stood at 97%.

The launch of Mahindra Revas battery operated electric

vehicle, the Mahindra e2o, in March 2013 was an important
milestone in the direction of sustainable mobility. In January
2015, your Company orchestrated a pilot launch of Maxximo
EVs at the Taj Corridor. The company continues its effort
to develop the Electric Vehicle (EV) market and upgrade its
EV technology capabilities.

You cant cross the sea merely by standing and staring at the water Rabindranath Tagore

83

remained range bound between 58.50 - 63.75, closing the year

at 62.50.

In April 2015, the Government of India launched a scheme

called FAME India or Faster Adoption and Manufacturing
of Hybrid and Electric Vehicles in India. Subsidies through
this scheme should provide the necessary push to make
EV technology more affordable and popular.

Financial Market Conditions

Financial Year 2014-15 started with optimism over a decisive
mandate at the parliamentary elections and expectations
of speedy implementation of key economic policies by the
new government, to revive economic growth. Additionally,
collapse of global commodity prices and especially crude prices
Brent Crude plummeted to its lowest level in more than
5 years substantially improved Indias external position and
moderated domestic ination. Indias Current Account Decit
for the Financial Year 2014-15 was 1.3% of GDP. In cognizance
of improving fundamentals of the country, Moodys Ratings
has revised Indias sovereign rating outlook to positive from
stable in April 2015.
The prospects of a turnaround in the economy evidenced by the
bottoming out of degrowth, led to a surge in foreign capital
ows. The government has relaxed FDI norms in sectors such
as insurance, defence, railways and construction development.
It has also prescribed composite foreign investment caps
consisting of FDI & FPI investment. As a result, the Balance
of Payment was in surplus of USD 61.4 billion in the Financial
Year 2014-15 as compared to USD 15.5 billion last year. The
Reserve Bank of India (RBI) used the opportunity presented by
large forex inows to augment its forex reserves. Indias forex
reserves were at USD 341.4 billion as on March 31, 2015, up
by USD 37.7 billion over the last scal. As a result, the Rupee

Despite the improvement in the macro-economic scenario, the

investment climate in the country remained weak. The Index
of Industrial Production (IIP) growth remained muted at 2.8%
in the Financial Year 2014-15. Exports too saw a contraction
by 1.23%. Year-on-year bank credit growth declined to 9.5%
in March 2015 (13.9% in March 2014). In an effort to boost
lending to the infrastructure sector, the RBI introduced the
5/25 scheme which provides exibility in renancing and a
repayment option for long-term infrastructure projects. In
addition, the RBI also exempted long-term bonds raised by
banks from regulatory requirements such as CRR, SLR and
Priority Sector Lending, if the money raised from such bonds
is used for funding of infrastructure and affordable housing
projects.
The RBI continued with its commitment to price stability as a
primary objective of monetary policy. Consumer Price ination
(CPI) came down to 5.25% in March 2015 as compared to
8.25% one year earlier. With the moderation in ination, the
RBI reduced the policy rate by a cumulative of 50 bps in the
last quarter of the Financial Year 2014-15. However, the full
monetary transmission of rate reduction by the RBI critical
to generate a pick up in investment demand is yet to take
place. With a view to create space for banks to expand credit in
productive sectors, the RBI also reduced the SLR requirement
of banks in a phased manner by 150 bps to 21.5%. With the
domestic interest rate remaining relatively high, offshore
credit markets remained attractive and Indian corporates
increasingly tapped them to meet their funding requirements.
The government has also permitted the issuance of sponsored
and unsponsored Level 1 ADRs by Indian corporates for the
rst time.
The equity markets continued their rally and the BSE Sensex
posted a growth of 25% on a year-on-year basis (19% in the
previous year) The Sensex touched an all-time high in March
2015, largely backed by buoyant foreign ows. The nancial
markets are poised to track the economic growth.
Your Company retained a healthy cash surplus throughout
the Financial Year 2014-15. Though the outlook is stable,
your Company is ready to meet any unforeseen challenges
that may arise due to availability of liquidity or volatilities in

There is a slowness in affairs which ripens them Joseph Roux

84

MAHINDRA & MAHINDRA LIMITED

interest rate and foreign exchange. It follows a well laid risk

management framework, preservation of its credit prole and
therefore, access to institutional credit lines, both domestic
and international and retention of a certain level of cash at
all times.

explore global opportunities. Simultaneously, your Company

continues its focus on achieving cost leadership through
focused cost optimisation, productivity improvements, value
engineering, improved efciency measures like supply chain
management and exploiting synergies between its sectors.

During the year, the credit rating of your Company was

upgraded by CRISIL Limited, ICRA Limited and Credit Analysis
& Research Limited (CARE) to CRISIL AAA/Stable, [ICRA]
AAA (stable) and CARE AAA, respectively. India Ratings and
Research (Ind-Ra, a Fitch Group Company) has also assigned
a rating of IND AAA with a Stable outlook to your Company
since last year.

The mid-term outlook for the Indian auto industry is very

positive. SIAM (Society of Indian Automobile Manufacturers)
has forecasted that the potential size of the Indian vehicle
market (PV + CV) by the Financial Year 2018-19 will be as large
as ~5.8 million vehicles (current size 3.8 million) which is an
annual growth rate of 11%.

With the above rating upgrades, you Company now enjoys the
highest level of rating from all major rating agencies for the
rst time. The AAA ratings indicate the highest degree of safety
regarding timely servicing of nancial obligations and is also a
vote of condence reposed in your Companys management
by the rating agencies. It is an acknowledgement of the strong
credit prole of your Company over the years, resilience in
earnings economic cycles, robust nancial exibility arising
from the signicant market value of its holdings and prudent
management.

New projects
In order to meet customer needs and keep a watch on
competition, your Company is investing in an aggressive new
product development programme. The success of new product
launches will have an important bearing on its future growth
and protability.

Monsoon
A normal monsoon is important for both agriculture as well as
the rural economy. The tractor business in particular and the
automotive business to some degree, run the risk of a drop
in demand in case of a signicant variation in the monsoon.
In addition, an untimely monsoon and its uneven spread have
the potential of adversely impacting the business as observed
in the Financial Year 2014-15.

In the Financial Year 2015-16, growth in the automotive

industry will be driven by economic recovery, overall positive
sentiment in the country and increased investment in
infrastructure. However, some challenges do exist in the short
term, in the form of a low agri sentiment that impacts rural
India in general. This aspect has to be carefully watched in the
coming months when the monsoon will act as an important
driver of sentiment.
The cost of ownership of vehicles is likely to see a marginal
increase due to a rise in both fuel and commodity prices.
However, interest rates are likely to soften from current levels.
For the Financial Year 2015-16, SIAM forecasts single digit
growth for the Indian auto industry. The Passenger Vehicle
segment is expected to grow by 5-7%, LCV Goods by 3-5%,
MHCV Goods by 12-14%, three wheelers by 2-4% and two
wheelers by 7-9%.
On the export front, we see some opportunity for growth
which will be aided by an upswing in the global auto industry,
especially in the European Union and Africa.
On the tractor front, the unseasonal rains in Q4F15, resulting in
lower Rabi crop production, coupled with subdued crop prices,
is expected to have a negative effect on agri incomes. This
is also likely to have an adverse impact on domestic tractor
demand in the early part of the Financial Year 2015-16.

OUTLOOK AUTOMOTIVE & FARM SECTORS

However, a timely and near normal monsoon has the potential

to help improve the sentiment and lead to industry growth.
The impact of this is likely to be felt only in the latter part of
the Financial Year 2015-16.

Both the Automotive and Farm Sectors strive to maintain their

leadership position in the domestic market and at the same time

On the international front, your Company plans to strengthen

its presence in existing markets of USA, South and Central

Even the darkest night will end and the sun will rise Victor Hugo

85

America, China, Africa and South East Asia and at the same
evaluate opportunities in new geographies.

STRATEGY
Automotive Sector
With the objective to sustain growth, your Company is
pursuing several strategic initiatives in all key areas of
business. The key elements of strategy include strengthening
the product portfolio, refreshing and updating existing
products and strengthening R&D and technology capabilities.
In addition, your Company is pursuing expansion in overseas
markets. Establishing the channel and building the brand in
key focus markets also remain priorities for your Company.
With increasing concerns over global warming and the need
for sustainable mobility, your Company continues to focus on
and invest in development of alternate fuel technologies and
solutions in this area.

Farm Sector
The Farm Sectors strategy is aligned to delivering Farm Tech
Prosperity to the farmer. The core business of tractors will
deliver this through its range of existing and future products
that reduce drudgery and enhance farm productivity. The
business will simultaneously continue to expand its global
footprint and also offer a wider range of mechanisation
solutions and agri knowledge to the farming community. In
its endeavour to grow, the Company continues to explore
new and innovative business models and expand the reach
of its mechanisation products so it can cater to a wider
consumer base.
In May 2015, your Company signed a denitive agreement
to acquire a 33% voting stake in Japan based Mitsubishi
Agriculture Machinery Co. Ltd. This new partnership will help
both companies to jointly develop products to address global
opportunities in the tractor and agri-machinery space.
The agri business of the Company will continue to build its
presence across various segments of the agri value chain,
creating value for the business, farmers and consumers alike.
All these together will lead to greater farm productivity and
deliver prosperity, strengthening the Companys leadership
position.

MATERIAL DEVELOPMENTS IN HUMAN

RESOURCES AND EMPLOYEE RELATIONS
The strategic purpose of Human Resources is to be a
catalyst and change agent for creating the Human Capital
transformation required to ensure sustained business
outperformance, while simultaneously addressing the needs
of its multiple stakeholders (starting with customers and
employees) and strengthening the core values of the Group.
In the long run, the ultimate metric for success is continuous
improvement in the total factor productivity, while addressing
the business imperatives of cash, cost, competence and
condence. The emphasis has been on aligning all the HR
levers towards achieving these goals.
In line with the above, the Groups Human Resources
Philosophy is guided by the three Rise Pillars of Accepting
No Limits, Alternative Thinking and Driving Positive Change,
and the Groups aspiration of being among the top 50 most
admired global brands by 2021, by enabling people everywhere
to Rise. Your Company aims to support this aspiration
by creating Mahindra Leaders who will lead Tomorrows
Company by focusing on a culture of outperformance,
collaboration and partnership built on cutting-edge practices
in Talent Management and Leadership Development. In
order to ensure internalization of this culture, the Mahindra
Leadership Competency Framework has been developed
and rolled out across the Group, with the accompanying
integration of these competencies in the HR levers of
Recruitment, On-boarding, Performance Management System,
Talent Management, Reward and Recognition and Leadership
Development.
In this overall architecture, a key strategic initiative that
needs mention is Employer Branding, coupled with the
Employee Value Proposition of delivering a uniform One
Mahindra experience to all employees. The template for
creating Tomorrows Leaders and harnessing the power of
diversity (across its many dimensions including gender, age,
nationality and culture) is also being put in place. Driving
diversity in various lines of business and creating an inclusive
workforce was identied as a priority in the Financial
Year 2014-15 and accordingly, the Group Diversity vision and
commitment was unveiled. This was followed by the setting
up of Sector Level Councils. The focus was on sensitization

Take time to deliberate but when the time for action comes stop thinking and go in Napoleon Bonaparte

86

MAHINDRA & MAHINDRA LIMITED

and creation of a roadmap which would result in an inclusive

workplace and harnesses the productive potential of the
multiple aspects of Diversity.
Focus continued on the Talent Management and Leadership
Development processes which included Development Centres,
Individual Development Planning, e-learning, up-skilling
programs, Leadership Lifecycle programs and Action-Learning
Projects. The Talent Management process is powered by a
network of Sector Councils with the Apex Talent Council
playing a pivotal role in Succession Planning, Career Planning,
Job Rotation, Hi-potential Identication and the talent
pipeline development process. A robust Talent Scorecard
process seeks to ensure succession planning and leadership
development for both the immediate as well as the longer
term, while the Performance Management System helps
in the integration of the Balanced Score Card with business
and individual goals through the annual goal setting
process. This rigour in implementation has helped to create
a shared understanding and focus the efforts of employees
in building a culture of outperformance. In order to ensure
that the pulse of the workforce is captured, a customized
employee engagement model called MCARES was launched
and interventions put in place to create an engaged
workforce.
The Rise internalization programs not only cover ofcers
but also workmen on the shop-oor, with whole-hearted
participation by the latter in each manufacturing plant. Rise
Awards were institutionalized for workmen across the Group,
through competitions at the Plant, Sector and Group level. To
ensure that industrial relations is treated as a critical business
process, the process of including it for assessment in The
Mahindra Way model has started and several plants have been
included in the next assessment cycle.
A formal Leadership Development process has been put in place
with a three-tier approach which addresses entry, middle and
senior management levels. The Mahindra Leadership University
(MLU), which was set up to support the process of building
capacity and capability in the leadership pipeline by leveraging
a common virtual platform which delivers Learning and
Development across the Group, has grown signicantly. MLU
uses the 3E approach (Experience, Exposure and Education)
towards capability building and this has been integrated

in all the programs. Experience is delivered by providing

people with meaningful roles / projects, Exposure takes place
through coaching and mentoring by leaders, and Education by
building mental acumen through development programs and
classroom training.
Working through its 8 Academies, MLU conceptualized,
designed and delivered more than 22 unique offerings
during the past one year using the framework of a Laddered
Approach for the design and roll out of programs. This
framework recognizes and addresses the need for varying
inputs tailored to the different levels of leadership in the
Mahindra system.
Under the Academy of Leadership Development, existing
content from across the Group has been aggregated and
eleven new programs are being designed using Instructional
Design principles. This framework will be further shared and
deployed by the different Academies of MLU.
Tie-ups with the Harvard Business School (HBS), the Wharton
School of Management, the Ross School of Management
Michigan, the Centre for Creative Leadership (CCL) USA,
the Indian Institutes of Management and other leading
management institutions in the country have helped enrich
our leadership offerings. We have also initiated collaboration
with the Singapore Management University (SMU) and the
Yonsei Business School in Korea.
Group HR conceptualized and rolled out the Reective
Conversations (RC) initiative to help make the Mahindra
Group a Reective Organization. So far, around 750 senior
executives from various Group Businesses across the globe,
including members of the Group Executive Board (GEB),
have attended these workshops. To ensure sustainability of
the resultant output, an ecosystem of sustenance initiatives
have been put in place to fully harness the power of the
Reective Conversations initiative to create a better connect
with stakeholders and consequent innovation and business
outperformance.
Your Company received numerous awards related to Human
Resources in the year 2014-15. We were ranked No. 10
worldwide and No. 3 in India in Aon Hewitts Top Companies
for Leaders 2014. The Great Place to Work study has ranked
our Auto and Farm Sector at No. 28 in Indias Best Companies

Leadership and learning are indispensable to each other John F Kennedy

87

to Work For and at No. 2 in Indias Best Manufacturing

Companies. We have thus consistently featured in the top
50 Great Places to work list for the last three years. Mahindra
AFS and People Strong were awarded the Program of the
Year 2014 at the HRO Today APAC Summit in Singapore,
recognizing us for having the largest successful HR Shared
Services Implementation in Manufacturing. Our Performance
Management System was also recognized as the Best Talent
Management Practice of Asia by L&OD Roundtable. As per
Nielsens B-school Campus Track Survey of 2014, we were
ranked 7th in the list of Indias top twenty business schools
from where we recruit, thus afrming our position amongst
the top 10 most sought after employers at Indias premier
business schools. The Reective Conversations initiative won
the Winspire Award for Promoting Coaching Culture and was
recognized by NHRDN as an HR Best Practice. Our HR Quarterly
Newsletter, Mpower, received the bronze award for the
best E-Zine from the Association of Business Communicators
of India.
The Transformational Work Culture initiative which aims to
create an engaged workforce and an innovative, productive
and competitive shop-oor ecosystem, continues to grow in
strength. To this end, the Transformational Work Culture
Committee (TWCC) continually engages with long-term
strategic issues which range from anticipated Labour Law
reforms to Swachh Bharat Abhiyaan, Rise for Workmen,
Industrial Relations Skills for Frontline Ofcers, Cultural
Diagnostics Projects, e-Compliance, Code of Conduct for
Workmen, and cutting edge ER Practices under MLU.
The Industrial Relations scenario continued to be largely
positive across all Mahindra manufacturing locations. Wage
Settlements were signed at the Zaheerabad Plant and
Kandivali Canteen, and bonus settlements made at all AFS
plants. Proactive and employee-centric shop oor practices,
a focus on transparent communication of business goals, an
effective concern resolution mechanism, and the rm belief
that employees are the most valuable assets of the Company,
are the cornerstone of our employee relations approach. An
open door policy and constant dialogue to create win-win
situations, have helped us to build trust and harmony. In order
to foster togetherness at the workplace, we organized training
and engagement programs across all locations for developing

behavioural and technical skills of workmen. These training

programs covered a wide range of topics, including Positive
Attitude, Stress Management, Creativity, Team Effectiveness,
Safety and Environment, Quality Tools, TPM, Dexterity and
Technical Training.
The Mahindra Skill Excellence Initiative is a holistic approach
to enhance the skill and capabilities of shop-oor employees
and last year, it saw participation from over 1800 employees
across our manufacturing facilities in the generation of
ideas for resolving quality concerns, reducing cost, ensuring
safety and improving productivity. For the year under
review, our shop oor associates generated about 20 ideas
per person.
Signicant emphasis has also been put on creating awareness
about health and wellness of employees through annual
medical check-ups, medical software, health awareness
activities, etc.
All this resulted in zero production loss in the Financial
Year 2014-15 and helped create a peaceful, healthy and
collaborative work environment.
Mahindra & Mahindra Limited had a total of 19,836
employees on its rolls as on 31st March 2015.

Internal Control Systems

Your Company maintains adequate internal control systems
commensurate with the nature of its business and size and
complexity of its operations. These are regularly tested for
their effectiveness by Statutory as well as Internal Auditors.
In the highly networked IT environment of the Company,
validation of IT Security receives focused attention from
IT specialists and Statutory Auditors. Your Company has a
strong and independent internal audit function consisting
of professionally qualied accountants and engineers. The
Chief Internal Auditor reports directly to the Chairman of
the Board. Signicant observations made by the internal
audit team and the follow up actions thereon are reported
to the Audit Committee. The Audit Committee reviews the
adequacy and effectiveness of the Companys internal control
environment and monitors the implementation of audit
recommendations.

To accomplish great things we must not only act, but also dream; not only plan but also believe Anatole France

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MAHINDRA & MAHINDRA LIMITED

DISCUSSION ON FINANCIAL PERFORMANCE

WITH RESPECT TO OPERATIONAL
PERFORMANCE

Inventories

Overview
The nancial statements of the Company have been prepared
in accordance with the generally accepted accounting principles
in India (Indian GAAP) and comply with the Accounting
Standards specied under Section 133 of the Companies Act,
2013, read with rule 7 of the Companies (Accounts) Rules, 2014.

March 31, 2015

March 31, 2014

Raw materials and

bought out components
as a % of cost of
materials consumed

3.7%

3.8%

Finished goods and

Stock-in-trade as a % of
sales of products

3.5%

3.9%

The reduction in raw material and brought out components

as a percentage of consumption is due to better materials
planning and control. Due to the slow-down in the tractor
industry, the nished goods as a percentage of sales of product
has decreased.

The Groups consolidated nancial statements have been

prepared in compliance with the standard AS 21 on
Consolidation of Accounts and presented in a separate section.

FINANCIAL INFORMATION [STANDALONE]

Fixed Assets

Trade Receivable

As at 31st March 2015, the Fixed Assets stood at Rs. 8,108

crores as compared to Rs.7,105 crores as at 31st March, 2014.
During the year, the Company incurred capital expenditure of
Rs. 2,035 crores (previous year Rs. 1,704 crores). The major items
of capital expenditure were on New Product Development and
Capacity Enhancement.

Trade Receivable is Rs. 2,558 crores as at March 31, 2015, as

compared with Rs. 2,510 crores as at March 31, 2014. Also,
as a percentage of gross revenue from sales of products and
services, trade receivable is higher at 6.3% for the year ended
March 31, 2015, as compared to 5.9% for the previous year,
mainly on account of increase in export sales.

Long Term & Short Term Borrowings

Borrowings (including current maturities of long term debt and unclaimed matured deposits) have decreased from Rs. 4,046 crores
in the previous year to Rs. 3,729 crores in the current year. The decrease is primarily on account of repayment of loans during the
current year.

RESULTS OF OPERATIONS
Income
(Rs. Crores)
Particulars

Financial Year-2015

Financial Year-2014

Inc./(Dec.)

Amount

Amount

40,237

103.3

42,241

104.3

(4.7)

Sale of Services

342

0.9

334

0.8

2.4

Other Operating revenue

554

1.4

545

1.3

1.6

41,133

105.6

43,120

106.4

(4.6)

Sales of Products

Gross Sales & Income from Operations

Less : Excise Duty on Sales
Net Sales & Income from Operations
Other Income

2,188

5.6

2,612

6.4

(16.2)

38,945

100.0

40,508

100.0

(3.9)

849

2.2

718

1.8

18.2

Your mindset controls every result in your life Tony Dovale

89

Net Sales, Income from Operations & Other Income

Tractor business volumes witnessed a decline of 12.6% and automotive business volumes declined by 8.3%, leading to the net sales
and income from operations of the Company being lower by 3.9% as compared to the previous year.
Other income during the Financial Year 2014-15 at Rs. 849 crores is higher than Rs. 718 crores earned in the previous year due to
higher dividend income and other miscellaneous income.
Particulars

Financial Year-2015

Financial Year-2014

Amount

Amount

(Rs. crores)
Material Costs

% to Net Sales
& Income from
Operations

(Rs. crores)

Inc./(Dec.)

% to Net Sales
& Income from
Operations

27,955

71.8

29,433

72.7

(5.0)

2,317

6.0

2,164

5.3

7.1

Finance Costs

214

0.6

259

0.6

(17.3)

Depreciation and Amortisation

Expense

975

2.5

863

2.1

13.0

Other expenses

4,500

11.6

4,191

10.4

7.4

Total Expenses

35,961

92.5

36,910

91.1

(2.6)

Employee Benets Expense

Expenditure
The total expenditure during the year as a percentage of net
sales/Income from Operations is 92.5% as compared to 91.1 %
in the previous year.

Material Cost
The decrease in material cost as a percentage of sales is mainly
due to benign commodity prices, better mix and continued
cost reduction initiatives undertaken by the Company.

expenses on incentives, advertisement and sales promotion

to support and enhance sales in a challenging market and for
brand building.

Depreciation and Amortisation

The increase in depreciation and amortisation is mainly due to
revision in useful lives based on Schedule II of the Companies
Act, 2013 and impact in the current year due to full year
depreciation on assets capitalised in the previous year and
depreciation on assets capitalised during the year.

Personnel Cost
The increase in personnel cost is mainly due to annual
increments and increased contribution to provident and
other funds.

Finance Costs
The interest expense for the year ended is lower mainly due to
repayment of loans.

Other Expenses

Exceptional Items

Other expenses as a percentage of net sales and operating

income shows an increase over the previous year. The expenses
have increased mainly on account of marketing related

The prot in the current year is on account of prot earned

on sale of shares of Mahindra Logistics Limited and Mahindra
First Choice Wheels Limited. It is also due to the excess of fair

When I encourage someone, I see it as an investment in their resilience Steve Karagiannis

90

MAHINDRA & MAHINDRA LIMITED

value of Tech Mahindra Limited (TML) shares received over

cost of investment in Mahindra Engineering Services Limited
(MESL), on account of the merger of MESL with TML. In the
previous year, it was on account of prot earned on sale of
shares of Mahindra Logistics Limited and Mahindra Two
Wheelers Limited.

Provision for taxation

The provision for current tax and deferred tax for the year
ended March 31, 2015 as a percentage to prot before tax is
higher than the previous year due to reduction in tax benets
u/s 80 IC (Rudrapur plant tax holiday expired) and reduction
in accelerated deduction of R&D expenses due to revised DSIR
guidelines. Further, during the previous year the tax charge
was lower due to unabsorbed tax losses of the trucks business
of Mahindra Trucks & Buses Limited (MTBL) which became
available on the merger of the trucks business of MTBL with
the Company.

Consolidated Financial Position of the M&M Group

As on 31st March, 2015 the Group for the purpose of
consolidation comprised of the agship holding company
Mahindra & Mahindra Limited, 113 subsidiaries, 8 Joint Ventures
and 15 Associates.
The Gross Revenue and Other Income for the year ended
31st March 2015 of the Consolidated Mahindra Group is
Rs. 76,015 crores as against Rs. 78,736 crores for the previous
year. The Groups net revenue and other income is Rs. 72,474
crores in the current year as compared to Rs. 74,506 crores in
the previous year. The prot before exceptional items and tax
for the current year is Rs. 4,038 crores as compared to Rs. 5,502
crores in the previous year. The consolidated Group Prot for
the year after exceptional items and tax and after deducting
minority interest is Rs. 3,137 crores as compared to Rs. 4,667
crores in the previous year.
Tech Mahindra Ltd., (TML) the companys agship company
in the IT Sector, has reported a consolidated revenue of
Rs. 22,621 crores in the current year as compared to Rs. 18,831
crores in the previous year, an increase of 20%. Its consolidated
PAT is Rs. 2,628 crores as compared to Rs. 3,029 crores in the
previous year.

The Groups nance company, Mahindra & Mahindra Financial

Services Limited (Mahindra Finance), reported a total
consolidated income of Rs. 6,061 crores during the current
year as compared to Rs. 5,301 crores last year, a growth of
14.3%. The consolidated prot after tax for the year is Rs.
913 crores as compared to Rs. 954 crores in the previous year.
Mahindra Finance also increased its customer base to 3.6
million customers during the year. The Company currently has
a network of 1,108 ofces and Total Assets under Management
of Rs. 36,878 crores as on 31st March, 2015 as against Rs. 34,133
crores as on 31st March, 2014, a growth of 8%. The Company
continued to broad base its consortium of lenders by bringing
in new banks, mutual funds, insurance companies and Trusts.
During this period, India Ratings and Brickworks Ratings
upgraded the Companys long term debt rating to AAA. CARE
Ratings also assigned a AAA rating to the Companys long
term debt.
Mahindra Lifespace Developers Limited (MLDL), the Groups
subsidiary in the business of real estate and infrastructure
registered a consolidated operating income of Rs. 1,086
crores as compared to Rs. 705 crores in the previous year.
The consolidated prot after tax after minority interest for
the year is Rs. 266 cores as compared to Rs. 101 crores in the
previous year.
Ssyangyong Motors (SYMC), the Korean Subsidiary of the
Company has reported consolidated revenues of Rs. 18,316
crores in the current scal year as compared to Rs. 20,303
crores in the previous year. The consolidated loss for the year is
Rs. 721 crores as compared to a prot of Rs. 88 crores in the
previous year. The export volumes reduced by 23.5% primarily
due to lower exports to Russia and East Europe and the
depreciated ruble. The company was also impacted by the
increase in wage costs arising from Supreme Court guideline
in Korea.
SYMC domestic (Korea) volumes grew by 8.7% which was
better than the industry growth of 7.6%. The companys
domestic performance got a further boost with the launch of
the Tivoli in January 2015 which has garnered a market share
of 55% in B segment SUVs in the launch quarter.
SYMC is working on improving its protability, which will
strengthen its nancial condition.

We are only as strong as we are united and as weak as we are divided J.K. Rowling

91

Segment Results (before exceptional item)

Disclaimer

The results achieved by major business segments of the Group

are given below:
(Rs. Crores)
Segments
F-2015
F-2014
1. Automotive
1,319
2,358
2. Farm Equipment
1,968
2,480
3. Financial Services
1,394
1,461
4. Steel Trading & Processing
106
95
5. Infrastructure
448
161
6. Hospitality
92
121
7. IT Services
46
30
8. Systech
(114)
(27)
9. Others
(618)
(503)
10. Eliminations
(24)
2
Total
4,617
6,178

Certain statements in the Management Discussion and

Analysis describing the Companys objectives, projections,
estimates, expectations or predictions may be forwardlooking statements within the meaning of applicable
securities laws and regulations. Actual results could differ
from those expressed or implied. Important factors that
could make a difference to the Companys operations
include

raw

material

availability

and

prices,

cyclical

demand and pricing in the Companys principal markets,

changes in Government regulations, tax regimes, economic
developments within India and the countries in which
the

Company

conducts

business

and

other

incidental

factors.

The test of success is not what you do when you are on top. Success is how high you bounce when you hit the bottom George S. Patton

92

MAHINDRA & MAHINDRA LIMITED

Corporate Governance

Your Companys Governance processes and practices, ensure

that the interest of all stakeholders are taken into account in
a balanced and transparent manner and are rmly embedded
into the culture and ethos of the organisation.
Your Company continues to strengthen its principles of
transparency, fairness and accountability to generate long
term value for its stakeholders on a continuous and sustainable
basis thus ensuring ethical and responsible leadership both at
the Board and at the Management levels.
A Report on compliance with the Code of Corporate Governance
as prescribed by the Securities and Exchange Board of India
(SEBI) and incorporated in the Listing Agreement of the Stock
Exchanges is given below.

I. BOARD OF DIRECTORS
The composition of the Board of your Company is in conformity
with Clause 49 of the Listing Agreement, as amended from
time to time. The Chairman & Managing Director of the
Company, though a Professional Director in his individual
capacity, is a Promoter and the number of Non-Executive
Independent Directors is more than one-half of the total
number of Directors.
Mr. Anand G. Mahindra, Chairman & Managing Director and
Dr. Pawan Goenka, Executive Director are the Whole-time
Directors of your Company. The remaining Non-Executive
Directors, comprising of seven Independent Directors and
two Non-Independent Directors as on 31st March, 2015
possess the requisite qualications and experience in general
corporate management, nance, banking, insurance, economics
and other allied elds which enable them to contribute
effectively to the Company in their capacity as Directors of
the Company.
The Board of Directors at its Meeting held on 30 th May,
2014 had appointed Mr. M. M. Murugappan, Mr. Deepak S.
Parekh, Mr. Nadir B. Godrej, Mr. R. K. Kulkarni, Mr. Anupam
Puri, Dr. Vishakha N. Desai and Mr. Vikram Singh Mehta as
Independent Directors, based on the recommendation of the
Governance, Nomination and Remuneration Committee. The
Members of the Company at the Annual General Meeting
held on 8th August, 2014 appointed Mr. R. K. Kulkarni,
Mr. Anupam Puri, Dr. Vishakha N. Desai and Mr. Vikram

Singh Mehta as Independent Directors for a period of

5 consecutive years commencing from 8th August, 2014,
Mr. M. M. Murugappan and Mr. Nadir B. Godrej as Independent
Directors for a period of 4 consecutive years commencing from
8th August, 2014 and Mr. Deepak S. Parekh as Independent
Director for a period of 3 consecutive years commencing from
8th August, 2014.
As mentioned in the previous Annual Report, Mr. Narayanan
Vaghul and Mr. A. K. Nanda did not seek re-appointment and
accordingly ceased to be Directors upon expiry of their term
at the 68th Annual General Meeting held on 8th August, 2014.
Mr. Bharat Doshi, Non-Executive Director has conveyed his
desire to relinquish his position as a Director of the Company
with effect from the conclusion of the forthcoming Annual
General Meeting scheduled to be held on 7th August, 2015.
The Board acceded to his request and placed on record its
deep appreciation of the invaluable counsel rendered by
Mr. Bharat Doshi to the Company during his tenure as a
Director of the Company.
Apart from reimbursement of expenses incurred in the
discharge of their duties, the remuneration that these
Directors were entitled to under the Companies Act, 2013 as
Non-Executive Directors and the remuneration that a Director
may receive for professional services rendered to the Company
through a rm in which he is a partner, none of these Directors
have any material pecuniary relationship with the Company,
its subsidiary or associate company or their Promoters, or
Directors, during the two immediately preceding nancial years
or during the current nancial year which in their judgment
would affect their independence. None of the Directors of the
Company are inter-se related to each other.
Professional fees for the year under review to Khaitan &
Co., Advocates & Solicitors, in which Mr. R. K. Kulkarni,
Non-Executive and Independent Director is a partner, amounted
to Rs. 418.24 lakhs (including out of pocket expenses).
The Senior Management of the Company have made disclosures
to the Board conrming that there are no material nancial
and commercial transactions between them and the Company
which could have potential conict with the interest of the
Company at large.

95

A. Composition of the Board

The Board comprises of eleven Directors as on 31st March, 2015. The names and categories of Directors, the number of Directorships
and Committee positions held by them in the companies are given below. None of the Directors is a Director in more than 10 Public
Limited Companies or acts as an Independent Director in more than 7 Listed Companies and 3 listed Companies in case he/she
serves as a Whole Time Director in any listed company. Further, none of the Directors on the Board is a Member of more than 10
Committees and Chairman of more than 5 Committees (as specied in Clause 49 of the Listing Agreement), across all the companies
in which he/she is a Director.

Directors

Category

Directors'
Identication
Number

Total Number of Directorships of public

companies*,
Committee Chairmanships and Memberships
as on 31st March, 2015
Directorships$

Committee
Chairmanships+

Committee
Memberships+

NON-EXECUTIVE
Mr. Deepak S. Parekh

Independent

00009078

Mr. Nadir B. Godrej

Independent

00066195

10

Mr. M. M. Murugappan

Independent

00170478

Mr. Bharat Doshi

Non-Independent

00012541

Mr. A. K. Nanda@

Non-Independent

00010029

Mr. Narayanan Vaghul@

Independent

00002014

Mr. R. K. Kulkarni

Independent

00059367

Mr. Anupam Puri

Independent

00209113

Dr. Vishakha N. Desai

Independent

05292671

Mr. Vikram Singh Mehta

Independent

00041197

Mr. S. B. Mainak (Nominee of LIC)

Non-Independent

02531129

Mr. Anand G. Mahindra

(Chairman & Managing Director)

Promoter

00004695

Dr. Pawan Goenka

(Executive Director)

Non-Independent

00254502

EXECUTIVE

Excludes private limited companies, foreign companies, companies registered under section 8 of the Companies Act, 2013 and
Government Bodies.

Excludes Alternate Directorships, but includes Additional Directorships and also Directorship in Mahindra & Mahindra Limited.

Committees considered are Audit Committee and Stakeholders Relationship Committee, including that of Mahindra & Mahindra
Limited. Committee Membership(s) and Chairmanship(s) are counted separately.

Ceased to be a Director with effect from the conclusion of the Annual General Meeting held on 8th August, 2014.

96

MAHINDRA & MAHINDRA LIMITED

B. Board Procedure
A detailed Agenda folder is sent to the Directors in advance of
the Board Meetings and of the Committee Meetings and also
uploaded on the Board Portal to provide web-based solution
that acts as a document repository. The agenda items are
supported by relevant information and documents. To enable
the Board to discharge its responsibilities effectively and take
informed decisions, the Chairman & Managing Director apprises
the Board at every Meeting of the overall performance of the
Company, followed by Presentations by the concerned Sector
President(s). A detailed functional Report is also presented at
the Board Meeting(s).
The Board also, inter alia, periodically reviews strategy and
business plans, annual operating and capital expenditure
budget(s), investment and exposure limit(s), compliance
report(s) of all laws applicable to the Company, as well as
steps taken by your Company to rectify instances of noncompliances, review of major legal issues, minutes of the
Board Meetings of your Companys subsidiary companies,
signicant transactions and arrangements entered into by
the unlisted subsidiary companies, approval of quarterly/halfyearly/annual results, signicant labour problems and their
proposed solutions, safety and risk management, transactions
pertaining to purchase/disposal of property(ies), major
accounting provisions and write-offs, corporate restructuring,
details of any joint ventures or collaboration agreement,
any material default in nancial obligations, fatal or serious
accidents, dangerous occurrences, any material efuent or
Directors

pollution problems, transactions that involve substantial

payment towards goodwill, brand equity or intellectual
property, any issue that involves possible public or product
liability claims of substantial nature, including judgement or
order which may have passed strictures on the conduct of the
Company, quarterly details of foreign exchange exposures
and the steps taken by Management to limit the risks of
adverse exchange rate movement, Minutes of Meetings of the
Audit and other Committees of the Board and information
on recruitment of Senior Ofcers just below the Board level,
including appointment or removal of Chief Financial Ofcer
(CFO) and the Company Secretary.
The Board oversees the actions and results of the management
to ensure that the long term objectives of enhancing
stakeholders value are met.

C. Number of Board Meetings, Attendance of the

Directors at Meetings of the Board and at the
Annual General Meeting
During the year 1st April, 2014 to 31st March, 2015, ve Board
Meetings were held on the following dates 30 th May, 2014,
8th August, 2014, 31st October, 2014, 13th February, 2015 and
26th March, 2015. The gap between two Meetings did not
exceed one hundred and twenty days. These Meetings were
well attended. The 68th Annual General Meeting (AGM) of the
Company was held on 8th August, 2014.
The attendance of the Directors at these Meetings was as under:

Number of Board Meetings attended

Attendance at the AGM

Yes

Mr. Anand G. Mahindra

Dr. Pawan Goenka

Yes

Mr. Deepak S. Parekh

Yes

Mr. Nadir B. Godrej

Yes

Mr. M. M. Murugappan

Yes

Mr. Bharat Doshi

Yes

Mr. A. K. Nanda@

Yes

Mr. Narayanan Vaghul@

No

Mr. R. K. Kulkarni

Yes

Mr. Anupam Puri

3#

Yes

Dr. Vishakha N. Desai

Yes

Mr. Vikram Singh Mehta

Yes

Mr. S. B. Mainak

Yes
th

@ Ceased to be a Director with effect from the conclusion of the Annual General Meeting held on 8 August, 2014.
# In addition, Mr. Anand G. Mahindra and Mr. Anupam Puri participated in one Board Meeting through audio call. No sitting fees
were paid to the Directors for participation through audio call.
97

D. Meetings of Independent Directors

The Independent Directors of the Company meet before
the Board Meetings without the presence of the Chairman
and Managing Director or Executive Director or other
Non-Independent Directors or Chief Financial Ofcer or any
other Management Personnel.
These Meetings are conducted in an informal and exible
manner to enable the Independent Directors to inter alia
discuss matters pertaining to 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 ow 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.

E. Directors seeking Appointment/Re-appointment

Mr. Anand G. Mahindra, the Chairman & Managing Director
of the Company is liable to retire by rotation and being
eligible for re-appointment at the forthcoming Annual
General Meeting of the Company has offered himself for
re-appointment.
Mr. Mahindra graduated with Honours (Magna cum laude)
from Harvard College, Cambridge, Massachusetts, in 1977. In
1981, he secured an MBA degree from the Harvard Business
School, Boston, Massachusetts. He returned to India that year
and joined Mahindra Ugine Steel Company Limited (MUSCO),
the countrys foremost producer of specialty steels, as Executive
Assistant to the Finance Director. In 1989 he was appointed
President and Deputy Managing Director of MUSCO.
During his stint at MUSCO, he initiated the Mahindra Groups
diversication into the new business areas of real estate
development and hospitality management.
In the summer of 1991, he was appointed Deputy Managing
Director of Mahindra & Mahindra Limited, the countrys
dominant producer of off-road vehicles and agricultural
tractors. He initiated a comprehensive change programme
in Mahindra & Mahindra Limited to make the Company an
efcient and aggressive competitor in the new liberalised
economic environment in India.
98

In April, 1997, he was appointed Managing Director of Mahindra

& Mahindra Limited, and in January, 2001 given the additional
responsibility of Vice Chairman. He was appointed as Chairman
and designated as Chairman & Managing Director with effect
from the conclusion of the 66th AGM of the Company held on
8th August, 2012.
During his tenure, the Company has also grown inorganically,
seizing opportunities across the globe. Recent acquisitions
include Ssangyong Motors, Reva Electric Car Company, Satyam
Computer Services, Aerostaff Australia, Gippsland Aeronautics
among others.
Industry Participant
Mr. Mahindra is the co-founder of the Harvard Business School
Association of India, an association dedicated to the promotion
of professional management in India.
He was a co-promoter of Kotak Mahindra Finance Limited,
which in 2003 was converted into a bank. Kotak Mahindra is
one of the foremost private sector bank today.
As a leading industry gure, he has served as President of
the Confederation of Indian Industry in 2003-04 and has also
been President of the Automotive Research Association of
India (ARAI). He also served on the Boards of the National
Stock Exchange of India and the National Council of Applied
Economic Research, and as a Member of the Council of Scientic
& Industrial Research.
Recognition
Mr. Mahindra continues to receive several honours, a few of
which are:
s

@+NIGHT OF THE /RDER OF -ERIT BY THE 0RESIDENT OF THE
French Republic.

s

2AJIV 'ANDHI !WARD  FOR OUTSTANDING CONTRIBUTION IN

the business eld.

s

 ,EADERSHIP !WARD FROM THE !MERICAN )NDIA

Foundation for his, and the Mahindra Groups commitment
to corporate social responsibility.

s

#."#!SIA"USINESS,EADER!WARDFORTHEYEAR

s

4HE -OST )NSPIRING #ORPORATE ,EADER OF THE 9EAR 

from NDTV Prot.

s

"USINESS-ANOFTHE9EARFROM"USINESS)NDIA

s

(ARVARD"USINESS3CHOOL!LUMNI!CHIEVEMENT!WARD

s

.ATIONAL 3TATESMAN FOR %XCELLENCE IN "USINESS 0RACTICES

Qimpro Platinum Standard 2008 Award by Qimpro
Foundation.

MAHINDRA & MAHINDRA LIMITED

s

#."#46/UTSTANDING"USINESS,EADEROFTHE9EAR

s

"USINESS,EADEROFTHE9EARBY%CONOMIC4IMES

s

RNST  9OUNG %NTREPRENEUR OF THE 9EAR )NDIA !WARD FOR

%
2009.

Mr. Mahindra is a Member of the following Board Committees:

Sr.
No.
1.

Name of the
Company

Name of the Committee

Position
held

Mahindra & Mahindra

Limited

Stakeholders
Relationship Committee

Member

s

)NDIANOFTHE9EAR!WARDBY.$46

s

)-# *URAN 1UALITY -EDAL  BY )-# 2AMKRISHNA "AJAJ

National Quality Award Trust.

Research &
Development
Committee

Member

s

& EATURED IN !SIAS  MOST POWERFUL BUSINESS PEOPLE OF
2011 by Fortune magazine.

Loans & Investment

Committee

Chairman

s

,LOYDS "ANKING 'ROUP "USINESS ,EADER OF THE 9EAR !WARD

at The Asian Awards 2011.

Committee of Directors
to consider sale of
assets of the Company

Member

s

*2$ 4ATA #ORPORATE ,EADERSHIP !WARD  FROM THE !LL

India Management Association.

Strategic Investment
Committee

Chairman

s

'LOBAL ,EADERSHIP !WARD *UNE  BY THE 53 )NDIA

Business Council.

Corporate Social
Responsibility
Committee

Member

s

"USINESS#OURAGE!WARDBY!SIA"USINESS,EADERSHIP
Forum.

Remuneration
Committee

Member

s

"EST 4RANSFORMATIONAL ,EADER !WARD  BY THE !SIAN

Centre For Corporate Governance & Sustainability.

s

"USINESS,EADEROFTHE9EARBY.$46

s

g3PECIAL 2ECOGNITION FOR #REATING A 4RUE 'LOBAL )NDIAN

-.#g AT )NDIAgS "EST -ARKET !NALYST !WARD  BY :EE
Business.

s

& ORBES )NDIA ,EADERSHIP !WARDS  @%NTREPRENEUR FOR

the Year.

s

3 USTAINABLE $EVELOPMENT ,EADERSHIP !WARD  FROM

The Energy and Resources Institute (TERI).

s

&IRST )NDIAN RECIPIENT OF THE (ARVARD -EDAL  BY THE
Harvard Alumni Association given for extraordinary service
to Harvard University.

s

NIGHTED AS g'RAND /FlCER OF THE /RDER OF THE 3TAR OF
+
)TALYg WHICH IS A CIVILIAN AWARD OF 3TATE CONFERRED BY THE
President of Italy for achieving extraordinary results in the
promotion of bilateral relations between Italy and India.

Mr. Mahindra is the Chairman of Mahindra & Mahindra Limited,

Tech Mahindra Limited, Mahindra First Choice Wheels Limited
and Mahindra Two Wheelers Limited. He is on the Boards of
several companies viz. Mahindra Holdings Limited, Prudential
Management & Services Private Limited, Naandi Community
Water Services Private Limited, Araku Originals Limited, Tech
Mahindra Foundation, Avion Aerosols Private Limited, The
Mahindra United World College of India, Breach Candy Hospital
Trust, Prana Holdings Inc. and US-India Business Council.

2.

Mahindra Two
Wheelers Limited

Mr. Anand G. Mahindra holds 7,15,004 Ordinary (Equity) Shares

in the Company.

F. Codes of Conduct
The Board has laid down two separate Codes of Conduct
(Codes), one for all the Board Members and the other
for Senior Management and Employees of the Company.
These Codes have been posted on the Companys website
http://www.mahindra.com/Investors/Mahindra-and-Mahindra/
Governance. All the Board Members and Senior Management
Personnel have afrmed compliance with these Codes. A
declaration signed by the Chairman & Managing Director to
this effect is enclosed at the end of this Report.
The Code of Conduct for the Board Members of the Company
has been amended in line with the provisions of the Companies
Act, 2013, which includes Code for Independent Directors,
which is a guide to professional conduct for Independent
Directors of the Company pursuant to section 149(8) and
Schedule IV of the Companies Act, 2013.

G. CEO/CFO Certication
As required under Clause 49 IX of the Listing Agreement, the
Chairman & Managing Director and Group CFO, Group CIO
& President (Group Finance and M&A) of the Company have
certied to the Board regarding the Financial Statements for
the year ended 31st March, 2015.
99

H. Board Evaluation
Pursuant to the provisions of the Companies Act, 2013
and Clause 49 of the Listing Agreement, the Board has
carried out an annual evaluation of its own performance and
that of its Committees as well as performance of the Directors
individually. Feedback was sought by way of a structured
questionnaire covering various aspects of the Boards
functioning such as adequacy of the composition of the Board
and its Committees, Board culture, execution and performance
of specic duties, obligations and governance and the
evaluation was carried out based on responses received from
the Directors.
A separate exercise was carried out by the Governance,
Nomination and Remuneration Committee 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 Company was also carried out
by the Independent Directors, taking into account the views
of the Executive Director and Non-Executive Directors.
The Directors expressed their satisfaction with the evaluation
process.

B. Remuneration to Non-Executive Directors for the

year ended 31st March, 2015
The eligible Non-Executive Directors are paid commission
upto a maximum of 1% of the net prots of the Company as
specically computed for this purpose.
During the year under review, the Non-Executive Directors
were paid a commission of Rs. 221.07 lakhs (provided in the
accounts for the year ended 31st March, 2014), distributed
amongst the Directors as under:
(Rs. in Lakhs)
Directors

Commission for the year ended

31st March, 2014, paid during the
year under review

Mr. Deepak S. Parekh

24.00

Mr. Nadir B. Godrej

20.00

Mr. M. M. Murugappan

22.52

Mr. Bharat Doshi

7.56

Mr. A. K. Nanda@

24.00

Mr. Narayanan Vaghul@

24.00

Mr. R. K. Kulkarni

20.00*

Mr. Anupam Puri

20.00

Mr. S. B. Mainak^
(Nominee of LIC)

6.85#

Mr. Vikram Singh Mehta

20.00

I. Familiarisation Programme for Independent Directors

Dr. Vishakha N. Desai

20.00

The details of programs for familiarisation of the Independent

Directors with the Company, their roles, rights, responsibility
in the Company, nature of the industry in which the Company
operates, business model of the Company and related matters
are available on the website of the Company at the Web link:
http://www.mahindra.com/Investors/Mahindra-and-Mahindra/
Governance

Dr. A. S. Ganguly $

8.88

Mrs. D. Vijayalakshmi ^^
(Nominee of LIC)

3.25#

II. REMUNERATION TO DIRECTORS

A. Remuneration Policy
In line with the principles of transparency and consistency, the
Company has adopted a Policy for Remuneration of Directors,
Key Managerial Personnel and other employees, which has
been approved by the Board of the Company at its Meeting
held on 31st October, 2014, based on the recommendations
made by the Governance, Nomination and Remuneration
Committee. The Policy is furnished in Annexure IV-B to the
Directors Report.

100

@
*
#
$
^
^^

Ceased to be a Director with effect from the conclusion of the

Annual General Meeting held on 8th August, 2014.
The commission was paid to Khaitan & Co., in which Mr. R. K.
Kulkarni is a Partner.
The commission was paid to LIC.
Ceased to be Director with effect from 13th August, 2013.
Appointed as Director with effect from 13th November, 2013.
Appointed as an Additional Director with effect from 25th October,
2012 and resigned with effect from 5th June, 2013.

A commission of Rs. 207.33 lakhs has been provided as

payable to the Non-Executive Directors in the accounts for
the year under review. Non-Executive Directors are also
paid sitting fees which was increased during the year to
Rs. 1,00,000 each for every Meeting of the Board, Rs.
50,000 each for every Committee Meeting other than
Stakeholders Relationship Committee. The sitting fees for
every Meeting of Stakeholders Relationship Committee is
Rs. 10,000 each for Non-Executive Director.

MAHINDRA & MAHINDRA LIMITED

The sitting fees paid to Non-Executive Directors and the commission payable to them for the year ended 31st March, 2015 along with
their respective Shareholding in the Company are as under:
Directors

Sitting Fees paid for the

Board and Committee
Meetings held during the
year ended 31st March, 2015
(Rs. in Lakhs)

Mr. Deepak S. Parekh

Mr. Nadir B. Godrej
Mr. M. M. Murugappan
Mr. Bharat Doshi$
Mr. A. K. Nanda@$
Mr. Narayanan Vaghul@
Mr. R. K. Kulkarni
Mr. Anupam Puri
Mr. S. B. Mainak (Nominee of LIC)
Dr. Vishakha N. Desai
Mr. Vikram Singh Mehta
@
*
**


8.90
12.80
10.10
13.50
3.20
2.70
13.10*
4.50
4.00**
4.90
10.20

Commission for the year

ended 31st March, 2015,
provided as payable in the
accounts of the Company
for the year under review
(Rs. in Lakhs)
24.00
20.00
24.00
20.00
8.55
8.55
22.58
20.00
18.00
21.65
20.00

No. of Ordinary (Equity)

Shares held as on
31st March, 2015

1,12,180
4,28,019
1,00,000
6,09,724
N.A.
N.A.
83,088
Nil
Nil
Nil
Nil

Ceased to be a Director with effect from the conclusion of the Annual General Meeting held on 8 th August, 2014.
Sitting fees were paid to Khaitan & Co., in which Mr. R. K. Kulkarni is a Partner.
Sitting fees were paid to LIC.
$ETAILSOFVALUEOFPERQUISITESAREGIVENIN!NNEXURE6))TOTHE$IRECTORSg2EPORT

Details of the Options granted to the Non-Executive Directors including the vesting and exercise period, exercise price and discount
are given in Annexure II to the Directors Report.

C. Remuneration paid/payable to Managing Director and Executive Director (Whole-time Directors) for the year
ended 31st March, 2015
Remuneration to Whole-time Directors is xed by the Governance, Nomination and Remuneration Committee which is subsequently
approved by the Board of Directors and Shareholders at a General Meeting.
Following is the remuneration paid/payable to the Whole-time Directors during the year ended 31st March, 2015:
Directors

(Rs. in Lakhs)
Salary*

Contract
Period

Comm- Companys Perquisites

ission Contribuand
tion to Allowances
Funds**

Total

No. of Options granted in***

December, 2001

June, October,
2005
2005

Mr. Anand
G. Mahindra
(Chairman
& Managing
Director)

143.53

280.03

37.66

136.96

598.18 4th April,

2012 to 3rd
April, 2017

Nil

Nil

Nil

Dr. Pawan
Goenka
(Executive
Director)

141.43

245.81

37.11

613.45 $

1037.80 23rd
September, 2013
to 22nd
September,
2018

25,290

7,500

15,000

*
**
***
$

September, 2006

Nil

July, August, January,

2007
2008
2011

Nil

Nil

Nil

11,345 12,543

37,336

71,080

Includes Privilege Leave Encashment.

Aggregate of the Companys contributions to Superannuation Fund and Provident Fund.
Details of the Options granted including the vesting and exercise period, exercise price and discount are given in Annexure II to the Directors Report.
This includes Rs. 440.36 Lakhs being perquisite value of ESOPs of the Company exercised during the year.

Notes:
a. Notice period applicable to each of the Whole-time Directors is six months.
b. Employee Stock Options and Commission are the only components of remuneration that are performance-linked. All other components are xed.

101

III. RISK MANAGEMENT

obtain external professional advice whenever required.

Your Company has a well-dened 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 Companys risk management. The
Company has a robust Organisational structure for managing
and reporting on risks.

The Committee acts as a link between the Statutory

Your Company has constituted a Risk Management Committee

of the Board which is authorised to monitor and review risk
management plan and risk certicate. The Committee is also
empowered, inter alia, to review and recommend to the
Board the modications 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 comprises review of risks and
Risk Management Policy on periodic intervals.

information, review with the management, the quarterly

The Board has approved the modications to the Risk

Management Policy which are made with the intention of
increasing the spectrum and reach of the risk management
processes across the Company. The Risk Management
Policy, inter alia, includes identication therein of
elements of risk, including those that may threaten the
existence of the Company. Risk management process
has been established across the organisation 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

related parties including subsequent modications thereof,

organisation.

monitor the Auditors independence and performance,

effectiveness of audit process, oversight of the Companys
nancial reporting process and the disclosure of its nancial
and annual nancial statements and auditors report before
submission to the Board for approval, examine the nancial
statement and the auditors report, select and establish
accounting policies, review Reports of the Statutory and
the Internal Auditors and meet with them to discuss their
ndings, suggestions and other related matters, approve
(wherever necessary) transactions of the Company with
grant omnibus approvals for related party transactions
subject to fullment of certain conditions, scrutinise
inter-corporate

loans

and

investments,

valuation

of

undertakings or assets of the Company, review the risk

assessment and minimisation procedures, evaluate internal
nancial controls and risk management systems, monitor
end use of the funds raised through public offers and
related matters, etc.
The Committee is also empowered to, inter alia, review
the remuneration payable to the Statutory Auditors and
Further, the Committee is also empowered to recommend
to the Board the appointment and remuneration of the Cost
Auditor & CFO and review the functioning of the Whistle

A. Audit Committee
This Committee comprises of the following Directors viz.
Mr. Deepak S. Parekh (Chairman of the Committee), Mr. Nadir
B. Godrej, Mr. M. M. Murugappan, Mr. R. K. Kulkarni and
Mr. Bharat Doshi. Except Mr. Bharat Doshi, all the Directors
are Independent Directors. All the Members of the Committee
strong

the Company. It is authorised to, inter alia, review and

to recommend a change in the Auditors, if felt necessary.

IV. COMMITTEES OF THE BOARD

possess

and the Internal Auditors and the Board of Directors of

accounting

and

nancial

management

knowledge. The Company Secretary is the Secretary to

the Committee.

Blower Policy/Vigil Mechanism. The Committee also reviews

Financial Statements and investments of unlisted subsidiary
companies, Management Discussion & Analysis of nancial
condition and results of operations, material individual
transactions with related parties not in normal course of
business or which are not on an arms length basis, if any.
Generally all items listed in Clause 49 III (D) of the Listing
Agreement are covered in the terms of reference. The Audit
Committee has been granted powers as prescribed under

The terms of reference of this Committee are very wide

Clause 49 III (C) and reviews all the information as prescribed

and are in line with the regulatory requirements mandated

in Clause 49 III (E) of the Listing Agreement. The Meetings

by the Companies Act, 2013 and Clause 49 of the Listing

of the Audit Committee are also attended by the Chairman

Agreement. Besides having access to all the required

& Managing Director; the Executive Director Mahindra &

information from within the Company, the Committee can

Mahindra & Group President (Auto and Farm Sector); Group

102

MAHINDRA & MAHINDRA LIMITED

CFO, Group CIO & President (Group Finance and M&A);

the President (Group M&A, Corporate Accounts & Group
Secretarial); the Executive Vice President Corporate Finance
& Investor Relations; the Statutory Auditors; the Chief Internal
Auditor; Controller of Accounts; Managing Partner-Mahindra
Partners & President (Group Legal) and the Company
Secretary. The Cost Auditor also attends the Committee
Meeting at which the Cost Audit Report(s) are considered.
The Chairman of the Audit Committee, Mr. Deepak S.
Parekh was present at the 68 th Annual General Meeting of
the Company held on 8 th August, 2014 to address the
Shareholders queries pertaining to Annual Accounts of
the Company.
The Committee met ve times during the year under review.
The Committee Meetings were held on the following
dates: 29th May, 2014, 7th August, 2014, 30 th October, 2014,
12th February, 2015 and 26th March, 2015. The gap between two
Meetings did not exceed four months. The attendance at the
Meetings was as under:
Members

Number of Meetings
attended

Mr. Deepak S. Parekh (Chairman)

Mr. Nadir B. Godrej

Mr. M. M. Murugappan

Mr. R. K. Kulkarni

Mr. Bharat Doshi

B. Governance,
Committee

Nomination

and

Remuneration

The Governance, Nomination and Remuneration Committee

has been vested with the authority to, inter alia, recommend
nominations for Board Membership, develop and recommend
policies with respect to composition of the Board commensurate
with the size, nature of the business and operations of the
Company, establish criteria for selection to the Board with
respect to the competencies, qualications, experience,
track record, integrity, establish Director retirement policies
and appropriate succession plans and determine overall
compensation policies of the Company.
The Committee also administers the Companys ESOP Schemes
formulated from time to time including Mahindra & Mahindra

Limited Employees Stock Option Scheme - 2000, Mahindra

& Mahindra Limited Employees Stock Option Scheme - 2010
and take appropriate decisions in terms of the concerned
Scheme(s).
The scope of the Committee also includes review of market
practices and decide on remuneration packages applicable to
the Chairman & Managing Director, the Executive Director(s),
Presidents, etc., lay down performance parameters for the
Chairman & Managing Director, the Executive Director(s),
Presidents, etc. and review the same.
In addition to the above, the Committee would identify
persons who are qualied to become Directors and who may
be appointed in Senior Management in accordance with the
criteria laid down, recommend to the Board their appointment
and removal and shall carry out evaluation of every Directors
performance.
The Committee also formulates the criteria for determining
qualications, positive attributes and independence of a
Director and recommends to the Board formulation of a policy
relating to the remuneration for the Directors, Key Managerial
Personnel and other Employees.
The Committee is also empowered to opine, in respect of
the services rendered by a Director in professional capacity,
whether such Director possesses requisite qualication for the
practice of the profession.
All Committee members are Independent Directors including
the Chairman. As per section 178(7) of the Companies Act,
2013, the Chairman of the Committee or, in his absence,
any other Member of the Committee authorised by
him in this behalf shall attend the General Meetings of
the Company.
Consequent to cessation as a Director in the Company,
Mr. Narayanan Vaghul has ceased to be a Member and the
Chairman of the Committee. Mr. M. M. Murugappan has been
appointed as the Chairman of the Committee. Mr. Nadir B.
Godrej, Mr. R. K. Kulkarni and Mr. Vikram Singh Mehta are the
other Members of the Committee. Mr. Anand G. Mahindra and
Mr. Rajeev Dubey, Group President (HR & Corporate Services)&
CEO (After-Market Sector) are permanent invitees to the
Committee.
The Committee met ve times during the year under review.
The Committee Meetings were held on the following
dates: 29th May, 2014, 7th August, 2014, 31st October, 2014,

103

13th February, 2015 and 26th March, 2015. The attendance at

the Meetings was as under:
Members

Number of Meetings
attended

Mr. Narayanan Vaghul @

Mr. Nadir B. Godrej

Mr. M. M. Murugappan +

Mr. R. K. Kulkarni

Mr. Vikram Singh Mehta ^

Ceased to be the Chairman and Member with effect from the

conclusion of the Annual General Meeting held on 8 th August, 2014.

Appointed as the Chairman of the Committee with effect from

8th August, 2014.

Inducted as Member with effect from 8th August, 2014.

C.

Stakeholders Relationship Committee

The Companys Stakeholders Relationship Committee functions

under the Chairmanship of Mr. R. K. Kulkarni, Independent
Director. Mr. Anand G. Mahindra, Mr. Bharat Doshi and
Dr. Vishakha N. Desai are also the Members of the Committee.
Mr. Narayan Shankar, Company Secretary is the Compliance
Ofcer of the Company for the purpose of Listing Agreement.
The Committee meets, as and when required, to inter alia,
deal with matters relating to transfer/transmission of shares,
request for issue of duplicate share certicates and monitor
redressal of the grievances of the security holders of the
Company relating to transfers, non-receipt of Balance Sheet,
non-receipt of dividends declared, etc. With a view to expedite
the process of share transfers, necessary authority has been
delegated to approve the transfers of not more than 10,000
Ordinary (Equity) Shares per transfer, provided the transferee
does not hold 2,00,000 or more Ordinary (Equity) Shares in
your Company. The Committee is also authorised to approve
request for transmission of shares and issue of duplicate
share certicates.
As per section 178(7) of the Companies Act, 2013, the Chairman
of the Committee or, in his absence, any other Member of the
Committee authorised by him in this behalf shall attend the
General Meetings of the Company.
During the year under review Mr. A. K. Nanda ceased to
be the Chairman and Member, Mr. R. K. Kulkarni was appointed
as Chairman, and Dr. Vishakha N. Desai was appointed as
Member of the Committee with effect from 8th August, 2014.
The Committee met ve times during the year. The Committee
Meetings were held on the following dates: 30 th May, 2014,
11th July, 2014, 7th August, 2014, 31st October, 2014 and
13th February, 2015. The Meetings were well attended by its

104

Members. During the year, 14 complaints were received from

the Shareholders, all of which have been attended to/resolved
to date. As of date, there are no pending share transfers
pertaining to the year under review. The attendance at the
Meetings was as under:
Members
Mr. R. K. Kulkarni+
Mr. Anand G. Mahindra
Mr. Bharat Doshi
Dr. Vishakha N. Desai@
Mr. A. K. Nanda$

Number of Meetings
attended
5
4
5
2
3

+ Appointed as the Chairman of the Committee with effect from

8th August, 2014.
@ Appointed as a Member of the Committee with effect from
8th August, 2014.
$ Ceased to be the Chairman and Member with effect from 8th August,
2014.

D. Corporate Social Responsibility Committee

The Corporate Social Responsibility (CSR) Committee is a
Committee constituted by the Board with powers, inter alia,
to make donations/contributions to any Charitable and/or CSR
projects or programs to be implemented directly or through an
executing agency or other Not for Prot Agency with minimum
three years proven track record or through a Corporate
Foundation or other reputed Non-Governmental Organisation,
up to an amount of two percent of the Companys average net
prots during the three immediately preceding Financial Years
in pursuance of its CSR Policy for the Companys Corporate
Social Responsibility Initiatives.
Further, pursuant to Clause 55 of the Listing Agreement with
the Stock Exchanges, the scope of functions of the Committee
has been enlarged, inter alia, to formulate and recommend to
the Board for its approval and implementation, the Business
Responsibility (BR) Policy(ies) of the Company, undertake
periodical assessment of the Companys BR performance, review
the draft Business Responsibility Report and recommend the
same to the Board for its approval and inclusion in the Annual
Report of the Company.
Keeping in mind the provisions of the Companies Act, 2013,
the role of this Committee also includes recommendation
of the amount of expenditure to be incurred on the CSR
activities as enumerated in Schedule VII of the Companies Act,
2013 and also referred to in the amended CSR Policy of
the Company as also to monitor the CSR Policy from time
to time, etc.
The CSR Policy for the Company as duly amended is displayed
on the Companys website http://www.mahindra.com

MAHINDRA & MAHINDRA LIMITED

During the year under review Mr. Anand G. Mahindra ceased

to be the Chairman and Dr. Vishakha N. Desai was appointed
as the Chairperson. Mr. A. K. Nanda ceased to be the Member
of the Committee with effect from 8th August, 2014.
Dr. Vishakha N. Desai is the Chairperson of the Committee.
Mr. Anand G. Mahindra, Dr. Pawan Goenka, Mr. Bharat Doshi,
Mr. R. K. Kulkarni and Mr. Vikram Singh Mehta are the other
Members of the Committee out of which three Directors are
Independent. The Committee met thrice during the year.
The Committee Meetings were held on the following dates:
29th May, 2014, 31st October, 2014 and 26th March, 2015. The
attendance at the Meetings was as under:
Members

Number of Meetings
attended

Dr. Vishakha N. Desai+

Mr. Anand G. Mahindra#

Dr. Pawan Goenka

Mr. Bharat Doshi

Mr. R. K. Kulkarni

Mr. Vikram Singh Mehta*

Mr. A. K. Nanda @

+
#
*
@

Appointed as the Chairperson of the Committee with effect from

31st October, 2014.
Ceased to be the Chairman with effect from 31st October, 2014.
Appointed as a Member of the Committee with effect from
8th August, 2014.
Ceased to be a Member with effect from 8 th August, 2014.

E. Risk Management Committee

The revised Clause 49 mandates constitution of the Risk
Management Committee. The Committee is required to
lay down the procedures to inform to the Board about
the risk assessment and minimisation procedures and the
Board shall be responsible for framing, implementing and
monitoring the Risk Management Plan of the Company.
The Board has constituted a Risk Management Committee.
The Committee is headed by Dr. Pawan Goenka. The
other Members are Mr. Deepak S. Parekh, Mr. Nadir B.
Godrej, Mr. M. M. Murugappan, Mr. R. K. Kulkarni and
Mr. Bharat Doshi.
The Committee met on 12th February, 2015 which was attended
by all of its Members.

F. Research & Development Committee (a voluntary

initiative of the Company)
The Research & Development (R&D) Committee, which
was constituted by the Board in 1998, provides direction
on the R&D mission and strategy and key R&D and
technology issues. The Committee also reviews and
makes recommendations on the skills and competencies
required and the structure and the process needed
to ensure that the R&D initiatives result in products
that are in keeping with the business needs.
Mr. M. M. Murugappan is the Chairman of the Committee.
Mr. Anand G. Mahindra, Mr. Bharat Doshi, Dr. Pawan Goenka
and Mr. Nadir B. Godrej are the other Members of the
Committee. The Committee met twice during the year. All the
Meetings were well attended by its Members.

G. Strategic Investment Committee (a voluntary

initiative of the Company)
The Strategic Investment Committee is constituted by the
Board with powers, inter alia, to take up for evaluation and
scrutinise signicant investments/funding including but not
limited to business acquisitions, reviewing and monitoring
existing investments in Subsidiaries, Joint Ventures and
other Group companies, oversee and review performance of
various subsidiaries and make necessary recommendations
to the Board from time to time including disinvestments.
Mr. Anand G. Mahindra is the Chairman of the Committee.
Mr. Bharat Doshi, Mr. Deepak S. Parekh, Mr. Nadir B. Godrej,
Mr. Vikram Singh Mehta and Mr. Anupam Puri are the
other Members of the Committee. The Committee met ve
times during the year. All the Meetings were well attended by
its Members.

H. Loans & Investment Committee

(a voluntary initiative of the Company)
The Loans & Investment Committee approves of making of
loans and investment, disinvestment, borrowing moneys and
related aspects of fund management in accordance with
the authority granted and the parameters prescribed by the
Board with Mr. Anand G. Mahindra as the Chairman of the
Committee and the other Members being Mr. Bharat Doshi,
Dr. Pawan Goenka, Mr. R. K. Kulkarni and Mr. Vikram Singh
Mehta. The Committee was reconstituted on 8th August,
2014. The Committee met three times during the year. All the
Meetings were well attended by its Members.

105

V. SUBSIDIARY COMPANIES
Clause 49 of the Listing Agreement denes a material nonlisted Indian subsidiary as an unlisted subsidiary, incorporated
in India, whose income or net worth (i.e. paid-up capital
and free reserves) exceeds 20% of the consolidated income
or net worth respectively, of the listed holding company
and its subsidiaries in the immediately preceding accounting
year.
Under this denition, the Company did not have any material
non-listed Indian subsidiary during the year under review.
The Subsidiaries of the Company function independently, with
an adequately empowered Board of Directors and adequate
resources. For more effective governance, the Minutes of
Board Meetings of Subsidiaries of the Company are placed
before the Board of Directors of the Company for their review
at every quarterly Meeting.

VI. DISCLOSURES
A. Policy for determining material subsidiaries
4HE#OMPANYHASFORMULATEDA0OLICYFORDETERMINING@MATERIAL
subsidiaries as dened in Clause 49 of the Listing Agreement.
This Policy has been posted on the website of the Company at
the Web link: http://www.mahindra.com/Investors/Mahindraand-Mahindra/Governance

B. Policy on Materiality of and Dealing with Related

Party Transactions
The Company has formulated a policy on Materiality of and
dealing with related party transactions which specify the
manner of entering into related party transactions. This
Policy has been posted on the website of the Company at the
Web link: http://www.mahindra.com/Investors/Mahindra-andMahindra/Governance

C. Disclosure of transactions with Related Parties

During the Financial Year 2014-15, there were no materially
signicant transactions or arrangements entered into
between the Company and its Promoters, Directors or the
Management,
Subsidiaries
or
Relatives,
etc.
that
may have potential conict with the interests of
the Company at large. Further, details of related
party transactions are presented in Note Number 43
to Annual Accounts in the Annual Report.
106

D. Disclosure of Accounting Treatment in preparation

of Financial Statements
The nancial statements of the Company have been prepared
in accordance with the Generally Accepted Accounting
Principles in India (Indian GAAP) and comply with the
Accounting Standards specied under section 133 of the
Companies Act, 2013, read with Rule 7 of the Companies
(Accounts) Rules, 2014.

E. Code for Prevention of Insider Trading Practices

The Company had instituted a comprehensive Code of Conduct
for Prevention of Insider Trading for its Designated Employees,
in compliance with Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 1992, as amended
from time to time (the old Regulations). The Code lays down
Guidelines, which advise them on procedures to be followed
and disclosures to be made, while dealing with shares of the
Company and cautions them of the consequences of violations.
The Securities and Exchange Board of India (SEBI) on
15th January, 2015 notied the SEBI (Prohibition of Insider
Trading) Regulations, 2015 (the new Regulations) which have
come into force from 15th May, 2015, thereby revamping the
two-decade old Regulations. In accordance with the provisions
of the new Regulations, the Company has formulated and
ADOPTED THE @#ODE OF 0RACTICES AND 0ROCEDURES FOR &AIR
Disclosure of Unpublished Price Sensitive Information and
@#ODEOF#ONDUCTFOR0REVENTIONOF)NSIDER4RADINGIN3ECURITIES
of Mahindra & Mahindra Limited (M&M Code of Conduct)
at the Board Meeting held on 26th March, 2015. These Codes
were also made effective from 15th May, 2015.
M&M Code of Conduct has been formulated to regulate,
monitor and ensure reporting of trading by the Employees and
Connected Persons designated on the basis of their functional
role in the Company towards achieving compliance with the
new Regulations and is designed to maintain the highest
ethical standards of trading in Securities of the Company by
persons to whom it is applicable.

F. Whistle Blower Policy

The Vigil Mechanism as envisaged in the Companies Act, 2013
and the Rules prescribed thereunder and Listing Agreement is
implemented through the Whistle Blower Policy to provide for
adequate safeguards against victimization of persons who use
such mechanism and make provision for direct access to the
Chairperson of the Audit Committee.

MAHINDRA & MAHINDRA LIMITED

As such the Whistle Blower Policy provides for protected

disclosure and protection to the Whistle Blower. Under the
Vigil Mechanism a person is provided access to The Chief
Ethics Ofcer, the Chairperson of the Audit Committee, the
Corporate Governance Cell and/or the Chairman of the
Company. No personnel has been denied access to the
Audit Committee. The Companys postal address is provided
under the Policy for ease of access to persons intending
to use the Whistle Blower framework. An email address:
WhistleBlower@mahindra.com is also provided in the Whistle
Blower Policy.
Whistle Blower Policy of the Company is available on the
website of the Company at the Web link: http://www.
mahindra.com/ Investors/Mahindra-and-Mahindra/Governance

VII.SHAREHOLDER INFORMATION
1.

2.

69th Annual General Meeting

Date

7th August, 2015

Time

3:00 p.m.

Venue

Birla Matushri Sabhagar, 19, Sir Vithaldas

Thackersey Marg (New Marine Lines),
Mumbai - 400 020.

5.

Registered Ofce
Mahindra & Mahindra Limited
Gateway Building,
Apollo Bunder,
Mumbai - 400 001.

6.

Listing of Ordinary (Equity) Shares and Debentures on

Stock Exchanges
Your Companys Shares are listed on BSE Limited (BSE)
and National Stock Exchange of India Limited (NSE).
The Global Depository Receipts (GDRs) of your
Company are listed on the Luxembourg Stock Exchange
and are also admitted for trading on International
Order Book (IOB) of the London Stock Exchange. The
requisite listing fees have been paid in full to all these
Stock Exchanges.
The Companys privately placed Non-Convertible
Debentures of Rs. 500 crores are listed on the Debt
Segment of BSE.

7A. Stock Codes

I

Date of Book Closure

Book Closure for Dividend will be from 18th July, 2015 to
7th August, 2015, both days inclusive.

3.

Date of Dividend Payment

The Dividend would be paid/despatched on or after
8th August, 2015.

4.

Financial Year of the Company

The nancial year covers the period from 1st April to
31st March.
Financial Reporting for:
Quarter ending
30 th June, 2015 - Second week of August, 2015
Half-year ending
30 th September, 2015 - Second week of November, 2015
Quarter ending
31st December, 2015 - Second week of February, 2016
Year ending
31st March, 2016 - End May, 2016
Note: The above dates are indicative.

Equity/GDRs
1. BSE

: 500520

2. NSE

: M&M

3. Demat International
Securities Identication
Number (ISIN) for
Ordinary (Equity)
Shares
: INE101A01026
4. GDRs, Luxembourg
Stock Exchange (ISIN)

: USY541641194

5. London Stock Exchange : MHID

II

Debentures
1. BSE Scrip Code
Scrip ID

: 949342
: 955MML2063

2. Demat International
Securities Identication
Number (ISIN)
: INE101A08070
7B. Corporate Identity Number

: L65990MH1945PLC004558

107

8.

Stock Performance
The performance of the Companys shares relative to the BSE Sensitive Index is given in the chart below:

The performance of the Companys shares relative to the NSE S&P CNX Nifty Index is given in the chart below:

108

MAHINDRA & MAHINDRA LIMITED

9.

Stock Price Data

Month

Equity Shares
BSE Limited

GDRs

National Stock Exchange of India

Limited

Luxembourg Stock Exchange

HIGH

LOW

HIGH

LOW

HIGH

LOW

Rs.

Rs.

Rs.

Rs.

US$

US$

April, 2014

1091.00

964.70

1091.95

965.05

17.78

16.16

May, 2014

1264.65

1046.10

1278.70

1045.10

20.95

15.83

June, 2014

1268.75

1135.15

1269.50

1138.00

20.97

18.96

July, 2014

1251.00

1130.25

1252.15

1129.45

20.69

19.35

August, 2014

1413.90

1163.00

1433.70

1162.00

23.26

19.18

September, 2014

1421.00

1328.50

1422.40

1328.40

23.39

22.00

October, 2014

1400.20

1210.00

1399.90

1210.35

22.60

19.71

November, 2014

1327.00

1221.75

1327.90

1222.35

21.28

19.91

December, 2014

1336.00

1200.40

1338.00

1200.00

20.91

19.10

January, 2015

1373.60

1202.00

1375.65

1201.00

22.11

19.05

February, 2015

1303.75

1106.00

1303.00

1102.00

20.69

17.95

March, 2015

1307.80

1153.90

1308.80

1154.40

20.63

18.80

10. Registrar and Transfer Agent

Sharepro Services (India) Private Limited
Unit : Mahindra & Mahindra Limited
13AB, Samhita Warehousing Complex,
2nd Floor, Sakinaka Telephone Exchange Lane,
Off Andheri Kurla Road,
Sakinaka, Andheri (East),
Mumbai 400 072.
Tel. No. : +91-22-67720400/300
Fax : +91-22-28591568
Email : sharepro@shareproservices.com
The Registrar and Transfer Agents also have an ofce at:
Sharepro Services (India) Private Limited
912, Raheja Centre,
Free Press Journal Road,
Nariman Point,
Mumbai 400 021
Tel. No. : +91-22-22881568
Fax : +91-22-22825484

11. Share Transfer System

Trading in Ordinary (Equity) Shares of the Company
through recognised Stock Exchanges is permitted only in
dematerialised form.
Shares sent for transfer in physical form are registered
and returned within a period of fteen days from
the date of receipt of the documents, provided the
documents are valid and complete in all respects.
With a view to expedite the process of share transfers,
Mr. V S Parthasarathy, Group CFO, Group CIO &
0RESIDENT 'ROUP &INANCE AND -! OR -R :HOOBEN
Bhiwandiwala, Managing Partner Mahindra Partners &
President (Group Legal) or Mr. S. Durgashankar, President
(Group M&A, Corporate Accounts & Group Secretarial) or
Mr. Narayan Shankar, Company Secretary of the Company
have been severally authorised to approve the transfers
of not more than 10,000 Ordinary (Equity) Shares per
transfer, provided the transferee does not hold two lakh
or more Ordinary (Equity) Shares in the Company. The
Stakeholders Relationship Committee meets as and when

109

required to consider the other transfer proposals, requests

for issue of duplicate share certicates and to attend to
3HAREHOLDERSgGRIEVANCES
12. Distribution of Shareholding as on 31st March, 2015
Number
of
Shares held

Number
of
Shareholders

Number
of Shares
held

% of
Shareholding

1,62,010

1,59,90,461

2.57

1001 to 2000

4,237

61,41,044

0.99

2001 to 10000

3,747

1,53,26,977

2.47

10001 to 20000

442

60,75,442

0.98

20001 and above

772

57,75,58,460

92.99

1,71,208

62,10,92,384

100.00

1 to 1000

Total

16. Address for correspondence

Shareholders may correspond with the Registrar and
Transfer Agents at:
Sharepro Services (India) Private Limited
Unit : Mahindra & Mahindra Limited
13AB, Samhita Warehousing Complex,
2nd Floor, Sakinaka Telephone Exchange Lane,
Off Andheri Kurla Road,
Sakinaka, Andheri (East),
Mumbai 400 072.
Tel. No. : +91-22-67720400/300
Fax No. : +91-22-28591568
Email : sharepro@shareproservices.com
for all matters relating to transfer/dematerialisation of
shares, payment of dividend and any other query relating
to Equity Shares of your Company.
The Registrar and Transfer Agents also have an ofce at:

13. Dematerialisation of Shares

99.04% of the paid-up Ordinary (Equity) Share Capital is
held in a dematerialised form with National Securities
Depository Limited and Central Depository Services
(India) Limited as on 31st March, 2015. The market lot of
the Share of your Company is one Share, as the trading
in the Equity Share of your Company is permitted
only in dematerialised form. Non-Promoters holding is
around 74.35% and the stock is highly liquid.

14. Outstanding GDRs/ADRs/Warrants or any Convertible

Instruments, Conversion date and likely impact
on equity
3,34,13,833 GDRs were outstanding as on 31st March, 2015.
Since the underlying Ordinary (Equity) Shares represented
by GDRs have been allotted in full, the outstanding GDRs
have no impact on the Equity of the Company. There
are no other convertible instruments outstanding as on
31st March, 2015.

15. Plant Locations

Your Companys manufacturing facilities are located at
+ANDIVALI .ASHIK )GATPURI .AGPUR :AHEERABAD *AIPUR
Rudrapur, Haridwar and Mohali.
110

Sharepro Services (India) Private Limited

912, Raheja Centre,
Free Press Journal Road,
Nariman Point,
Mumbai 400 021
Tel. No. : +91-22-22881568
Fax No. : +91-22-22825484
Your Company has also designated investors@mahindra.com
as an exclusive email ID for Investors for the purpose of
registering complaints and the same has been displayed
on the Companys website.
Shareholders would have to correspond with the respective
Depository Participants for Shares held in demateralised
form for transfer/transmission of Shares, change of
Address, change in Bank details, etc.
For all investor related matters, the Company Secretary &
Compliance Ofcer can also be contacted at:
Mahindra Towers,
5th Floor, Dr. G. M. Bhosale Marg,
Worli, Mumbai 400 018.
Tel. No. : +91-22-24975074
Fax No. : +91-22-24900833
Email : investors@mahindra.com
Your Company can also be visited at its website:
http://www.mahindra.com

MAHINDRA & MAHINDRA LIMITED

VIII.
1.

OTHER DISCLOSURES

Details of General Meetings and Special Resolutions passed

Annual General Meetings (AGM) held during the past 3 years and the Special Resolutions passed therein:
Year
2012

Date
8th August, 2012

Time
3.30 p.m.

Special Resolutions passed

1

Re-appointment of Mr. Anand G. Mahindra as the Managing Director of the

Company designated as Vice-Chairman & Managing Director for a period of 5 years
with effect from 4th April, 2012 to 3rd April, 2017.

Re-appointment of Mr. Bharat Doshi as the Executive Director of the Company

designated as Executive Director & Group Chief Financial Ofcer with effect from
28th August, 2012 to 31st March, 2015.

Amendment of the Articles of Association of the Company to provide for Video

Conference facility and/or other permissible electronic or virtual facilities for
communication to enable the Shareholders of the Company to participate in General
Meetings or other Meetings of the Company and Committees thereof through
Video Conference facility and/or other permissible electronic or virtual facilities
for communication, provided further that a Director participating in a Meeting
through Video Conference facility and/or any other permissible electronic mode of
communication shall be counted for the purpose of quorum and to serve documents
on any Member by any electronic mode of communication in such manner as may
be permitted by any law.

2013

13th August, 2013

3.30 p.m.

No Special Resolution was passed.

2014

8th August, 2014

3.30 p.m.

Appointment of Dr. Pawan Goenka as an Executive Director and approval of the

remuneration payable to him.

Create, offer, issue and allot Ordinary (Equity) shares of Rs. 5 each of the Company
to Mahindra & Mahindra Employees Stock Option Trust.

Invite/accept/renew unsecured/secured Deposits from the public and/ or Members

of the Company

Borrow by way of securities including but not limited to secured/unsecured

redeemable Non-Convertible Debentures and/or Commercial Paper to be issued
under Private Placement basis.

The above Meetings were held at Birla Matushri Sabhagar, 19, Sir Vithaldas Thackersey Marg (New Marine Lines),
Mumbai - 400 020.
No Extraordinary General Meeting was held during the past 3 years. No Special Resolution(s) requiring a Postal Ballot was
passed last year or is being proposed at the ensuing Annual General Meeting.

2.

Details of non-compliance etc.

Your Company has complied with all the requirements of
regulatory authorities. During the last three years, there
were no instances of non-compliance by the Company and
no penalty or strictures were imposed on the Company by
the Stock Exchanges or SEBI or any statutory authority, on
any matter related to the capital markets.

3.

Means of Communication
The quarterly, half-yearly and yearly results are published
in Business Standard and Sakal which are national and
local dailies respectively. These are not sent individually to
the Shareholders.
The Companys results and ofcial news releases
are
displayed
on
the
Companys
website
http://www.mahindra.com

111

Presentations are also made to international and national

institutional investors and analysts which are also put up
on the website of the Company.
4.

Management Discussion and Analysis Report

Management Discussion and Analysis Report forms part of
this Annual Report.

5.

Compliance with Mandatory requirements

Your Company has complied with all the mandatory
requirements of Clause 49 of the Listing Agreement
relating to Corporate Governance.

6.

Compliance with Non-mandatory requirements

Audit Qualications
During the year under review, there is no audit qualication
in your Companys standalone nancial statements. Your
Company continues to adopt best practices to ensure
regime of unqualied nancial statements.

Your Company has not adopted the other non-mandatory

requirements as specied in Annexure XIII of Clause 49.
Mumbai, 29th May, 2015.

DECLARATION BY THE MANAGING DIRECTOR UNDER CLAUSE 49

OF THE LISTING AGREEMENT
To
The Members of Mahindra & Mahindra Limited
I, Anand G. Mahindra, Chairman & Managing Director of Mahindra & Mahindra Limited declare that all the Members of the
Board of Directors and Senior Management Personnel have afrmed compliance with the Code of Conduct for the year ended
31st March, 2015.
Anand G. Mahindra
Chairman & Managing Director
29th May, 2015

CERTIFICATE
To
The Members of
Mahindra & Mahindra Limited
We have examined the compliance of conditions of Corporate Governance by Mahindra & Mahindra Limited ("the Company") for
the year ended 31st March, 2015, as stipulated in Clause 49 of the Listing Agreement of the said Company with stock exchanges
in India.
The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to
procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate
Governance. It is neither an audit nor an expression of opinion on the nancial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has
complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.
We state that such compliance is neither an assurance as to the future viability of the Company nor the efciency or effectiveness
with which the management has conducted the affairs of the Company.
For Deloitte Haskins & Sells
Chartered Accountants
(Firm Registration No. 117364W)

Mumbai, May 29, 2015

112

Shyamak R Tata
Partner
Membership Number: 38320

MAHINDRA & MAHINDRA LIMITED

Business Responsibility Report

for the year 2014-15

(Pursuant to Clause 55 of the Listing Agreement)

Section A: General Information about the Company
1.

Corporate Identity Number : L65990MH1945PLC004558

(CIN) of the Company

2.

Name of the Company

: Mahindra & Mahindra

Limited

3.

Registered address

: Gateway Building,
Apollo Bunder,
Mumbai - 400 001

4.

Website

: www.mahindra.com

5.

E-mail id

: investors@mahindra.com

6.

Financial Year reported

: 01.04.2014 to 31.03.2015

7.

Sector(s) that the Company is engaged in (industrial

activity code-wise):

10. Markets served by the Company Local/State/National/

International: All

Section B: Financial Details of the Company

1.

Paid up Capital (INR)

: 295.70 crores

2.

Total Turnover (INR)

: 41,982.05 crores

3.

Total prot after taxes (INR) : 3,321.11 crores

4.

Total Spending (INR)

on Corporate Social
Responsibility (CSR @ 2%
of PBT)

5.

List of activities in which

expenditure in 4 above has
been incurred

Industrial Activity Code

Description
Automotive

8.

Group

Class

Sub-class

291

2910

29101, 29102, 29103,

29104, 29109

Farm Equipment 282

2821

28211, 28212

Truck and Bus

2824

28243

282

List three key products/services that the Company

manufactures/provides (as in balance sheet):
i.

Passenger Vehicles (Utility Vehicles, Multi Purpose

Vehicles and Cars)

ii.

Commercial Vehicles

iii. Tractors
9.

Total number of locations where business activity is

undertaken by the Company:
i.

Number of International Locations: 1

ii.

Number of National Locations: 46

: 83.24 crores

a.

Education

b.

Health

c.

Environmental
Sustainability

d.

Rural Development

(Full details are given in Annexure V of the Directors Report)

Section C: Other Details

1.

Does the Company have any Subsidiary Company/

Companies?
Yes. The Company has 113 Subsidiary Companies as on
31st March, 2015.

2.

Do the Subsidiary Company/Companies participate in the

BR Initiatives of the parent Company? If yes, then indicate
the number of such Subsidiary Company(s)
Yes. Every year the Company releases a Sustainability
Report as per the GRI framework which is externally
assured. The Company has a Code of Conduct for Employees
and Directors as well as a set of Governance Policies. This
Code is followed by the Subsidiary Companies also with
modications depending on the business requirement of
the entity.
115

The scope of this report is dened each year. For the year
2014-15, 18 subsidiaries have been included in the scope of
Sustainability Report viz. Mahindra Vehicle Manufacturers
Ltd. (MVML), Mahindra Reva Electric Vehicles Pvt. Ltd.
(MREVA), Mahindra Shubhlabh Services Limited (MSSL),
EPC Industries Limited (EPC), Mahindra Two Wheelers Ltd.
(MTWL), Mahindra Life space Developers Ltd. (MLDL),
Mahindra World City Developers Ltd. (MWCDL), Mahindra
World City (Jaipur) Ltd. (MWCJL), Mahindra Holidays and
Resorts India Ltd. (MHRIL),Mahindra & Mahindra Financial
Services Ltd. (MMFSL), Mahindra Rural Housing Finance
Limited (MRHFL), Mahindra Insurance Brokers Ltd. (MIBL),
Mahindra Sanyo Special Steel Pvt. Ltd (MSSSPL), Mahindra
First Choice Services Ltd. (MFCSL), Mahindra Intertrade
Ltd. (MIL), Mahindra Steel Service Centre Limited (MSSCL),
Mahindra Logistics Ltd. (MLL) and Mahindra EPC Services
Private Limited
3.

Do any other entity/entities (e.g. suppliers, distributors

etc.) that the Company does business with, participate in
the BR initiatives of the Company? If yes, then indicate
the percentage of such entity/entities? [Less than 30%,
30-60%, More than 60%]
The Company has long lasting relationships with its
suppliers & dealers. A majority of supplier base has been
already covered by conducting awareness sessions on
sustainability. Similarly majority of dealers are brought
under Mahindra Dealers Excellency Programme (MDEP).
From F14 a special drive for awareness to suppliers has
been started and we have covered 250 suppliers. A road
map for covering 100% suppliers in 3 years period is put
in place and actions are already underway.
For enhancing skills at supplier end, focused activities
drive in following areas are taken and organization
work structure for the same is in place in purchasing
group. The areas covered are supplier business capability
building, Mahindra supplier evaluation system, Supply Risk
Management. The % of entities covered is between 30 to
60% for suppliers and dealers.

b.

Details of the BR Head

Sr. Particulars
No.
1.

DIN Number 00104817

(If applicable)

2.

Name

Mr. Rajeev Dubey

3.

Designation

Group President (HR &

Corporate Services) & CEO
(After-Market Sector) Member
of the Group Executive Board

4. Telephone
Number
5.
2.

Details

e-mail ID

Principle-wise
(Reply in Y/N)

(as

+9122 24975192
+9122 24901441 Extn. 5594
DUBEY.RAJEEV@mahindra.com
per

NVGs)

BR

Policy/policies

The Business Responsibility Policy (BR Policy) addressing

the following 9 principles as per the National Voluntary
Guidelines on Social, Environmental and Economic
Responsibilities of Business (NVGs), duly approved by Board,
is in place. This policy is operationalized and supported by
various other policies, guidelines and manuals.
P1: Businesses should conduct and govern themselves
with Ethics, Transparency and Accountability.
P2: Businesses should provide goods and services that are
safe and contribute to sustainability throughout their
life cycle.
P3: Businesses should promote the wellbeing of all
employees.
P4: Businesses should respect the interests of, and be
responsive towards all stakeholders, especially those
who are disadvantaged, vulnerable and marginalized.

Section D: BR Information

P5: Businesses should respect and promote human rights.

1.

P6: Businesses should respect, protect, and make efforts

to restore the environment.

Details of Director/Directors responsible for BR

a.

116

Details of the Director/Director responsible for

implementation of the BR policy/policies
X

DIN Number

: 00254502

Name

: Dr. Pawan Kumar Goenka

Designation

: Executive
Director

Mahindra & Mahindra &

Group President (Auto and
Farm Sector) Member of
the Group Executive Board.

P7: Businesses, when engaged in inuencing public

and regulatory policy, should do so in a responsible
manner.
P8: Businesses should support inclusive growth and
equitable development.
P9: Businesses should engage with and provide value
to their customers and consumers in a responsible
manner.

MAHINDRA & MAHINDRA LIMITED

P1:
Sr.
No.
1.

Questions

Do you have a policy/policies for....

P2:

P3:

P4:

Ethics
Product
Wellbeing Responsiveness
and
Responsibility
of
to
Transparency
employees Stakeholders

P5:

P6:

P7:

P8:

P9:

Respect
Human
Rights

Environmental
Responsibility

Public
policy
advocacy

Support
inclusive
growth

Engagement
with
Customers

Note 1

2.

Has the policy being formulated in

consultation with the relevant stakeholders?

Does the policy conform to any national/

international standards? If yes, specify?
(50 words)

4.

Has the policy being approved by the Board?

If yes, has it been signed by MD/owner/
CEO/appropriate Board Director?

5.

Does the Company have a specied

committee of the Board/Director/Ofcial to
oversee the implementation of the policy?

6.

Indicate the link for the policy to be viewed

online?

3.

Note 2

NA

Note 3

Note 4

Note 4

Note 4

Note 4

Note 4

Note 4

Note 4

Note 4

Note 4

7.

Has the policy been formally communicated

to all relevant internal and external
stakeholders?

8.

Does the Company have in-house structure

to implement the policy/policies.

9.

Does the Company have a grievance redressal

mechanism related to the policy/policies
to address stakeholders grievances related
to the policy/policies?

NA

Has the Company carried out independent

audit/evaluation of the working of this policy
by an internal or external agency?

10.

Note 5

Note 3

Note 1 The Company complies with consumers awareness through appropriate product labelling and operator manual & instructions which
ensure safe usage by the customer. However, Companys current control is limited till warranty period. The Company is in the process of
addressing this by appropriate communication to all value chain members for their responsibilities.
Note 2 While there is no formal consultation with all stakeholders, the relevant policies have evolved over a period of time by taking inputs
from concerned internal stakeholders.
Note 3 This question is not applicable for inuencing public and regulatory policy.
Note 4 It has been Companys practice to upload all policies on the intranet site for the information and implementation by the internal
stakeholders. The Code of Conduct for Directors, the Code of Conduct for All Employees, Business Responsibility Policy and CSR Policy
are available on the website http://www.mahindra.com/Investors/Mahindra-and-Mahindra/Governance and http://www.mahindra.com/
How-We-Help
Note 5 The Company has a Whistleblower Policy to address human rights grievances. There is a Corporate Governance Cell where these issues
are dealt with.

117

3.

Governance Related to BR
X

Indicate the frequency with which the Board of

Directors, Committee of the Board or CEO meet to
assess the BR performance of the Company. Within
3 months, 3-6 months, Annually, More than 1 year:
The CSR Committee of the Board meets at an interval
of every 6 months to assess the BR performance. Other
supporting councils/cells viz. Group Sustainability
Council, Group CSR council Central Safety Council and
Corporate Governance Cell meet every 3 months.

Does the Company publish a BR or a Sustainability

Report? What is the hyperlink for viewing this report?
How frequently it is published?
Mahindra Group Sustainability Report as per the GRI
framework is published annually. All Sustainability
Reports from 2007-08 till 2013-14 are GRI compliant
and are accessible on the Company website at the
hyperlink
http://www.mahindra.com/How-We-Help/
Environment/Sustainability The Sustainability Report
for 2014-15 is under preparation and will be uploaded
on the website of the Company in due course of time.

The Company has different mechanisms for receiving and

dealing with complaints from various stakeholders like
Investors, Customers, Employees, and Suppliers etc.
Principle 2: Businesses should provide goods and services that
are safe and contribute to sustainability throughout their
life cycle
1.

Product

Passenger Vehicles The Scorpio Refresh launched

(UV/MPV/Cars)
with Weight Reduction Initiatives
enabling energy (fuel) saving
by Adaptation of Plastic Intake
manifold on Scorpio Export E-4
& E-3 Variants. Adaptation of
plastic fuel tank assembly. FE
improvement compared to earlier
version increased by 2 to 5 % across
models with safety features such as
airbags, ABS, Collapsible steering,
Anti-theft, seat belt reminder,
speed alert, Auto door lock while
driving.

2.

Light Commercial
Vehicles

Mahindra has launched a new

version of CNG powered Load
Carrier, BMT plus with additional
features such as:
Enhanced
load
carrying
capacity by 11.5%
Enhanced range of the vehicle
by 40%
Improved Fuel consumption by
12%
Meeting BS-IV Emission norms
with OBD-II
CO2 emission reduced by 7%
These changes enhanced the
productivity for customers and
ensured lower emission and carbon
footprint of the vehicle

3.

Tractors
(Arjun Nova)

Arjun Novo is a new product

launched this year with enhanced
fuel efciency and precision speed
for agriculture and longer drain
periods for lubricants. These help
save energy, time and materials
when the product is used by the
customer.

Principle 1: Businesses should conduct and govern themselves

with Ethics, Transparency and Accountability
Does the policy relating to ethics, bribery and
corruption cover only the Company? Yes/No. Does it extend
to the Group/Joint Ventures/Suppliers/Contractors/NGOs/
Others?
The Company has dened Code of Conduct for Directors
as well as all employees of the Company that covers
issues, inter alia, related to ethics and bribery. It covers
all dealings with Suppliers, customers and other business
partners including Joint Ventures, and other stakeholders.
2.

How many stakeholder complaints have been received

in the past nancial year and what percentage was
satisfactorily resolved by the management? If so, provide
details thereof, in about 50 words or so.
During the reporting year, 14 complaints were received
from the Shareholders, all of which were attended to/
resolved till date. An individual who is a shareholder
and former employee whose services with the
Company were terminated in the year 1991 on proven
misconduct frequently writes to the Company, alleging
mismanagement of the affairs of the Company, violations
of various statutory provisions as also about his allegedly
unjust termination from the services of the Company. The
Company has replied to all his allegations.

118

Social & environmental benets

1.

Section E: Principle-wise performance

1.

List up to 3 of your products or services whose design has

incorporated social or environmental concerns, risks and/
or opportunities.

MAHINDRA & MAHINDRA LIMITED

2.

For each such product, provide the following details in

respect of resource use (energy, water, raw material etc.)
per unit of product(optional):
i.

3.

Does the Company have procedures in place for

sustainable sourcing (including transportation)?
i.

Reduction during sourcing/production/distribution

achieved since the previous year throughout the
value chain?

The Company has been working to enhance the

degree of sustainability associated with its sourcing
practices. This includes setting up of vendor parks
at its new plants, sourcing from tightly knit clusters,
optimizing logistics to reduce fuel consumption,
emissions and carbon footprint, re-working
packaging to minimize waste and maximize re-use.
The Sustainability roadmap of the Company covers
these areas and the Company takes steps to ensure
that its sourcing methods are sustainable. Almost the
entire sourcing work is done from the country with a
very small percentage of input being procured from
overseas.

For the above mentioned products, there is no

explicit tracking mechanism in respect of resource
use. However, the resource use for entire portfolio is
tracked and monitored. Since the products portfolio
is distributed across various manufacturing locations
of the Company, the resource use is monitored per
unit of equivalent vehicle or equivalent tractor
manufactured. The performance for current and
previous year on Specic Energy Consumption, GHG
Emissions and Specic Water Consumption during
production is appended below, which is as reported
in the Group Sustainability Reports for 2013-14 and
2014-15:
Resource Use

Divisions

Automotive
Specic Energy
Consumption

Farm Division
(Including
Swaraj)
Automotive

Green House Gas

Emissions
(Scope 1 and 2)

Farm Division
(Including
Swaraj)
Automotive

Specic Water
Consumption

ii.

Farm Division
(Including
Swaraj)

Unit of
Measurement

GJ/Equivalent
Vehicles
GJ/Equivalent
Tractors

tCO2 /Equivalent
Vehicles
tCO2 /Equivalent
Tractors

KL/Equivalent
Vehicles
KL/Equivalent
Tractors

Current
Year
2014-15

Previous
Year
2013-14

2.264

2.290

1.467

1.374

0.343

0.361

0.232

0.221

2.441

2.441

1.691

1.603

The Company has Green Supply Chain Management

policy, which has been shared with all suppliers, under
which, the Company is committed to improve the
awareness with regard to legal compliances, enhance
eco-efciencies, employee health and safety initiatives
etc. at supplier end. This is done by way of continuous
engagement with suppliers through supplier meets,
business reviews, and training sessions. To motivate the
suppliers to take the Sustainability agenda forward,
good practices are recognized, by institutionalizing
Pancharatna Sustainability Awards.
4.

The reduction achieved by any individual user depends

on his/her driving habits but on a like to like basis
the technology enables every user to consume lesser
energy.

Has the Company taken any steps to procure goods

and services from local & small producers, including
communities surrounding their place of work? If yes,
what steps have been taken to improve their capacity and
capability of local and small vendors?
Yes. The Company has a practice of purchasing goods and
services from local suppliers. The Company does not have
any small suppliers where the owner himself or herself is
a worker. The Company has multiple plants spread across
West, South and North India. The major factors inuencing
selection of Suppliers across these regions are:

Reduction during usage by consumers (energy, water)

has been achieved since the previous year?
Due to constant innovations and focus on fuel
efciency, there would be a reduction of energy use
by consumers.

If yes, what percentage of your inputs was sourced

sustainably? Also, provide details thereof, in about
50 words or so.

Capability, performance and on-time delivery.

Compliance
guidelines.

Readiness to participate in sustainable supply chain

management program.

Total cost.

on

environment,

health

&

safety

119

The purchasing group has a standard practice of sharing

its annual plans and next two years tentative plans with
its key suppliers through communication meets and
supplier business reviews. These suppliers are provided
with managerial and technical assistance to train them on
practices and procedures that will ensure improvements
in Productivity, Quality, Cost, Delivery, Safety and Moral
(PQCDSM). This is done by initiatives like Supplier Business
Capability Building (SBCB), Mahindra Supplier Evaluation
System (MSES), Supply Risk Management (SRM), and
technical support for special processes during new product
developments, Associate Value Specialist Program, etc. The
Company has special focus on creating supplier parks near
the plants for e.g. Chakan Supplier Park and Zaheerabad
Supplier Park. The Company has a focus on buying
from local suppliers, geographically nearest Companys
manufacturing facility.
5.

Does the Company have a mechanism to recycle products

and waste? If yes what is the percentage of recycling of
products and waste (separately as <5%, 5-10%, >10%).
Also, provide details thereof, in about 50 words or so.
It is the Companys ongoing endeavor to have a mechanism
to recycle our products and limit the waste arising out
of production of vehicles and tractors. The Company
has initiated well documented processes to ensure
compliance with the European Union Directive 2005/64/
EC which is now implemented to the vehicles exported to
European Union. Our objective is to restrict the amount
of waste produced from End of Life of vehicles (ELVs)
and increase the recovery and recycling of ELVs that
arise. The information on recyclable parts and manual for
dismantling is provided with export vehicles. We follow
the ISO 22628:2002, to calculate the recyclability rate,
the recoverability rate and reusability rate (RRR) of our
export vehicles. We have 1 of our UV variants as new
certication and 2 models are under the recertication
process to comply with the European Union Directive
2005/64/EC norms on recyclability. Our Company is actively
participating in the committee formed by Society of Indian
Automotive Manufacturers (SIAM) to frame process and
procedure for Product Recycling in India. At present, the
batteries used in vehicles are recycled in structured manner
through the battery manufacturing companies in India.
Similarly other parts such as tyres, body components, etc.
are recycled in an unstructured manner through licensed
scrap dealers who either recover the material used or
cannibalize/refurbish the parts for reuse.

120

Principle 3: Businesses should promote the wellbeing of all

employees
1.

Please indicate the Total number of employees: 38,046

2.

Please indicate the Total number of employees hired on

temporary/contractual/casual basis: 18,210 (including
Apprentices & Trainees 2000)

3.

Please indicate the Number of permanent women

employees: 576

4.

Please indicate the Number of permanent employees with

disabilities: 49

5.

Do you have an employee association that is recognized by

management? Yes

6.

What percentage of your permanent employees is

members of this recognized employee association? 95%
(Total Unionized Permanent Workmen/Total Permanent
Workmen)

7.

Please indicate the Number of complaints relating to child

labor, forced labor, involuntary labor, sexual harassment in
the last nancial year and pending, as on the end of the
nancial year.

Sr. Category
No.

1.

Child labour/forced
labour/involuntary labour

2.

Sexual harassment

3.

Discriminatory
employment

8.

No. of
No. of
complaints
complaints
pending as
led during
the nancial on end of the
nancial year
year
NIL

NIL

NIL

NIL

NIL

What percentage of your under mentioned employees

were given safety & skill up-gradation training in the
last year?
X

Permanent Employees: 87%

Permanent Women Employees: 72%

Casual/Temporary/Contractual Employees: 79%

Employees with Disabilities: 77%

Principle 4: Businesses should respect the interests of, and be

responsive towards all stakeholders, especially those who are
disadvantaged, vulnerable and marginalized.

MAHINDRA & MAHINDRA LIMITED

1.

Has the Company mapped its internal and external

2.

How many stakeholder complaints have been received in

stakeholders? Yes/No

the past nancial year and what percent was satisfactorily

Yes

resolved by the management?

There is an active and a well-dened four step Grievance

2.

Out of the above, has the Company identied the

Redressal Machinery available at each plant for workmen

disadvantaged, vulnerable & marginalized stakeholders?

through which all types of grievances are redressed.

Yes
3.

Additionally, Employee Satisfaction Survey for workmen is

periodically carried out and all low scoring responses are

Are there any special initiatives taken by the Company

discussed in Focused Group Meetings and duly resolved.

to engage with the disadvantaged, vulnerable and

Although there is no process to separately maintain

marginalized stakeholders? If so, provide details thereof,

records for grievances related to Human Rights, the above

in about 50 words or so.

stated mechanism adequately addresses this issue. There

The Company has designed products specically for

is a mechanism for all employees of Automotive and Farm

improving the livelihood and encouraging entrepreneurship

Sectors to voice their concerns to the Sector President

amongst rural and semi-urban persons through low

through a Reach-out mailbox which is addressed with

cost

equipment

condentiality. As on March 31, 2015, there were no

business vertical, there is a conscious move from Tractor

stakeholder complaints pending at any of Companys

manufacturing to Farm Tech Prosperity where the

plants/ workplace.

products.

Moreover,

in

the

Farm

various products and services are designed to improve

farm productivity especially among small & marginalized

Principle 6: Business should respect, protect, and make efforts

farmers. The Integrated Watershed Management projects

to restore the environment

at Damoh being implemented in Public-Private-Partnership

1.

Company or extends to the Group/Joint Ventures/

completion and two other projects are in progress in the

Suppliers/Contractors/NGOs/others.

catchment area of the Bhojtal, the main lake at Bhopal. The

The Company has various policies related to environmental

entire area of 9650 ha In the Damoh project has seen >40%

protection. The Green Supply Chain Management Policy

increase in irrigation potential. In addition more than 100

includes environment protection and covers suppliers. The

ha of hitherto barren land are now cultivable. Also 50%

subsidiaries/Joint Ventures have their own policies which

of all farmers in the project area participated in an agri-

are in sync with the Companys environmental policies.

productivity enhancement project and experienced 67%

increase in income from the area covered in the project.
In addition, the Company has also undertaken community
development initiatives, the details of which are given in
answers under Principle 8.
Principle 5: Businesses should respect and promote human
rights
1.

Does the policy related to Principle 6 cover only the

(PPP) with the Govt. of M.P. are in advanced stage of

Does the policy of the Company on human rights cover

only the Company or extend to the Group/Joint Ventures/
Suppliers/Contractors/NGOs/Others?
The Business Responsibility Policy covers the aspects on
Human Rights for the Company. Human Rights issues are a
part of the supplier selection process and are also included
in the contracts drawn up with them.

2.

Does the Company have strategies/initiatives to address

global environmental issues such as climate change,
global warming, etc? Y/N. If yes, please give hyperlink for
webpage etc.
Yes. These strategies and initiatives are elaborated in the
Companys GRI reports since 2007-08 which are available
on http://www.mahindra.com/How-We-Help/Environment/
Sustainability. Targets taken in Sustainability Roadmap
related to energy conservation, GHG reduction and Water
Conservation. These strategies and initiatives are also
aligned to the National Action Plan on Climate Change. The
strategies and new initiatives continue year on year. In the
current reporting year various initiatives on energy saving,
water saving, waste reduction etc. were implemented. An
indicative list in this regard is appended below and complete

121

details will be available in the Sustainability Report for the

year 2014-15.

efciency through installation of efcient irrigation

system such as drip and sprinkler irrigation replacing the
conventional ood method of irrigation resulting in GHG

Energy Savings:
X

Emission reduction & Water Conservation. It was registered

Use of LED lamps (100 watts) in place of Mercury

Vapour lamps (400 watts)

in September 2013. For more details refer https://cdm.

Installation of auto electric valve on individual machines

to eliminate the compressed air losses during breaks/
idle time.

F1PLIXAY9W3GMRUOQ/view.

unfccc.int/ProgrammeOfActivities/poa_db/4Z28CN6S0DEB5

5.

Energy Saving by use of cold box process replacing hot

box process.

Yes. Same as stated under point 2 above.

6.

Water Saving:
X

Use of STP/ETP treated water for ushing.

Roof and Surface Rain Water Harvesting to reduce

withdrawal of water.

Retrotting with water saving equipments like auto

control valves, level controllers

7.

Utilization of desludge unit and robots for Paint sludge

reduction.

Reduce packaging waste by using plastic boxes in place

of corrugated boxes.

Use of writing pads made by waste recycling

An initiative for rationalizing paper consumption

through the process of Reduce-Reuse-Recycle has
resulted in recycling 54 Tonnes of paper in the
reporting year besides generating a sense of individual
responsibility and ownership.
and

assess

Principle 7: Businesses, when engaged in inuencing public and

regulatory policy, should do so in a responsible manner
1.

a.

potential

Does the Company have any project related to Clean

Development Mechanism? If so, provide details thereof,
in about 50 words or so. Also, if Yes, whether any
environmental compliance report is led?
Yes. The name of the CDM PoA 9731: Energy Efciency
through Micro irrigation system India. The Registered
Program of Activities (PoA) aims at encouraging energy

122

Is your Company a member of any trade and chamber or

association? If Yes, Name only those major ones that your
business deals with:
Yes. The Company is a member of the following trade and
chamber or association in alphabetical order

Yes, the Company has a mechanism to identify and assess

potential environmental risks across all locations.
4.

Number of show cause/legal notices received from CPCB/

SPCB which are pending (i.e. not resolved to satisfaction)
as on end of Financial Year.
NIL

Does the Company identify

environmental risks? Y/N

Are the Emissions/Waste generated by the Company

within the permissible limits given by CPCB/SPCB for the
nancial year being reported?
Yes

Waste Reduction:

3.

Has the Company undertaken any other initiatives on

clean technology, energy efciency, renewable energy,
etc? Y/N. If yes, please give hyperlink for web page etc.

2.

The Associated Chambers of Commerce and Industry of

India (ASSOCHAM), b. Bombay Chamber of Commerce
and Industry (BCCI), c. Confederation of Indian
Industry (CII), d. Employers Federation of India (EFI),
e. FICCI, f. Indian Merchants Chambers, g. National
Human Resource Development Network (NHRDN),
h. Society of Indian Automobile Manufacturers (SIAM),
i. The Energy and Resource Institute (TERI), j. Tractor
Manufacturers Association (TMA).

Have you advocated/lobbied through above associations

for the advancement or improvement of public good?
Yes/No; if yes specify the broad areas (drop box:
Governance and Administration, Economic Reforms,
Inclusive Development Policies, Energy security, Water,
Food Security, Sustainable Business Principles, Others).

MAHINDRA & MAHINDRA LIMITED

In 2014, an external auditor has validated that the water

saved at the installations covered by the project is greater
than the water consumed by the Mahindra Group, thus
making the Group water positive.

b.

Project Nanhi Kali Provision of educational support

to underprivileged girls from poor urban, remote rural
and conict aficted communities across India.

c.

Lifeline Express A Mobile hospital providing medical

interventions and surgeries often in remote rural areas

d.

Mahindra Hariyali Afforestation initiative to improve

green cover & protect bio-diversity in the country and
also contribute to the livelihood of farmers.

The Company participates as stakeholder of SIAM and TMA

on policies related to automotive and tractor industry,
Sustainable Mobility and Farm Tech Prosperity, Economic
Reforms, Sustainable Business Principles (Sustainable Supply
Chain Management), Vehicle Recall policy. The Company
also contributes through Confederation of Indian Industry/
Bombay Chamber of Commerce and Industry, when views
are solicited on matters such as Securities Law, Corporate
Laws etc.

e.

Swachh Bharat Swachh Vidyalaya Constructing toilets

primarily for girls in government schools under the
Swachh Bharat Swacch Vidyalaya Program

f.

Principle 8: Businesses should support inclusive growth and

equitable development

Integrated Rural Development Program Improving

the livelihood opportunities and capacity building of
the famers and rural youth.

g.

Arogya Sarthi/Project Bandhan Health Care services

to Mother and Child and promoting institutionalization
of deliveries.

h.

Project Prayaas Rehabilitation and Awareness on

HIV/AIDS special emphasis on improving living
conditions of People living with HIV/AIDS (PLHA).

i.

Road Safety Promoting Road Safety education

amongst school going children and drivers community
and also creation of Zero fatality corridor.

j.

Thalassemia Support program Exclusive periodic

blood donation drives for supporting the blood needs
of the patient having Thalassemia.

1.

Does the Company have specied programmes/initiatives/

projects in pursuit of the policy related to Principle 8? If yes
details thereof.
Yes. Since its inception Mahindra & Mahindra Ltd. has
been a socially responsible corporate making investments
in the community which go beyond any mandatory legal
& statutory requirements. The redened Core Purpose of
the Company is to 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. In line with our Core
purpose, our CSR vision is to focus our efforts within the
constituencies of girls, youth & farmers by innovatively
supporting them through programs designed in the
domains of education, health and environment, while
harnessing the power of technology. By investing
our CSR efforts in these critical constituencies who
contribute to nation building and the economy, we will
enable our stakeholders and communities to RISE. In
accordance with the new Companies Act, 2013 Mahindra
& Mahindra Ltd. has committed 2% of PBT towards
CSR initiatives. Further the unique ESOPs (employee
social options) platform provides employees a menu of
volunteering opportunities enabling them to participate
actively in the Companys CSR initiatives. The top 10 CSR
programs which support inclusive growth and equitable
development:
a.

Mahindra Pride School Livelihood training program

for youth from socially and economically disadvantaged
groups

2.

Are the programmes/projects undertaken through inhouse team/own foundation/external NGO/government

structures/any other organization?
CSR initiatives are implemented either directly by the
Company through its ESOPs structure where the Mahindra
employees directly implement the CSR programs or through
implementing partners which include NGOs having an
established track record of at least 3 years in carrying on
the specic activity. The main implementation partners the
Company works with are the Mahindra Foundation, The
K C Mahindra Education Trust, Tech Mahindra Foundation,
Naandi Foundation, Yash Foundation and some State
Governments under Public Private Partnership model.

3.

Have you done any impact assessment of your initiative?

Impact assessment of large initiatives like Project
Nanhi Kali, Mahindra Pride School and Project Hariyali are
undertaken from time to time.

123

4.

What is your Companys direct contribution to community

development projects Amount in INR and the details of
the projects undertaken?

cost, for those in rural India where medical services are

scarce. The hospital on rails consists of 5 coaches, fully
air-conditioned and equipped with the most modern
gadgets. In FY 15 the Mahindra Group sponsored four
Lifeline express projects in the districts of Zaheerabad
(September 2014), Gorakhpur (November 2014),
Motihari (February 2015) and Khandwa (March 2015)
reaching out to 20,143 patients

The Companys contribution to community development

projects amounts to Rs. 83.24 crores during the Financial
Year 2014-15
The details of projects:
a.

5.

b.

Health (Swachh Bharat Swachh Vidyalaya, Lifeline

Express, Aids Awareness, Blood Donation/Antenatal
Camps)

c.

Environmental (Project Hariyali)

Have you taken steps to ensure that this community

development initiative is successfully adopted by the
community? Please explain in 50 words, or so.
a.

b.

c.

d.

124

Education (Nanhi Kali, Mahindra Pride Schools,

Scholarships & Grants, Mumbai Public Schools)

Project Nanhi Kali besides providing academic and

material support to the girls, also has a social support
component through which parents, teachers and
village elders are counseled on the importance of
girls education in particular and other gender related
issues in general. In the last nancial year, KCMET has
garnered support from individuals and corporates
resulting in 1,13,124 underprivileged girls of which the
Mahindra Group supported the education of 45,602
Nanhi Kalis.
Alumni of the Mahindra Pride Schools, become
mentors for new students and spread awareness of the
initiative in their respective localities participating in
the Road Shows community enrollment drives. During
the Financial Year 2014-15, 3,515 students were trained
at 5 Mahindra Pride Schools (Pune, Chennai, Patna,
Chandigarh and Srinagar). 100% of students have been
placed with lucrative jobs, with a total of 12,192 youth
being trained since inception of the school.
The Mahindra Group supported 28 Mumbai Public
Schools (BMC English medium schools run by Naandi
Foundation) enabling 13,551 children access quality
education. In the last nancial year the project
witnessed some noteworthy impact including 17%
increase in enrollment numbers, 35% increase in
government teacher recruitment and formation of
School Management Committees (SMCs) in all schools.
The Lifeline Express, the worlds rst hospital on rails,
is an initiative against avoidable disablement, free of

e.

The Project Hariyali program not only adds green

cover, but also enhances the livelihood of tribals in
areas where mass plantation is undertaken. In F15, 1.55
million saplings were planted under this project.

f.

Swachh Bharat Swachh Vidyalaya Constructing

5000 units of toilets pan India primarily for girls
in government schools under the Swachha Bharat
Swaccha Vidhyalaya Program is underway.

g.

Project Bandhan Extending medical heath facility

in an organized & sustainable manner and till date,
around 12,100 plus women & children benetted from
this program and with support and strengthening local
government hospice facilities timely quality services are
monitored.

h.

Project Prayaas Ensuring a dignied life, social & peer

support and provide nutrition, education support and
rehabilitate PLHA.

Principle 9: Businesses should engage with and provide value

to their customers and consumers in a responsible manner
1.

What percentage of customer complaints/consumer cases

are pending as on the end of nancial year.
Customer complaints are treated very seriously in the
organization. We hear our customers through various
mediums such as emails to customercare@mahindra.com,
With You Hamesha 24X7 Call centre toll free no, websites,
tweet handle, telephone, letter, fax etc. The status of
pending complaints/cases as on March 31, 2015 is as follows:
Automotive
Division

Farm
Division
(Including
Swaraj)

Total

Percentage of Consumer
Cases Pending as on
31st March 2015

40.26%

37.62%

39.56%

Case
pending
under
Competition Act 2002

MAHINDRA & MAHINDRA LIMITED

Pending Customer complaints AD 2015

Open %

Receiving
Period

Total
Complaints
Registered
in this
period

Closed

F11* F15

1,419,301

1387008

32293

2.28%

Total
Complaints
Registered
in this
period

Closed

Open

Open %

470,744

448863

21881

4.65%

Open

Description of the matters pending under the

Competition Act, 2002:

Closed
%

1.

Shamsher Kataria-Case No. 3/2011: Based on the

information given by an individual against 3 car
manufacturers, the Competition Commission of India
(CCI) commenced investigation into non-availability
of automobile spare parts in open market in
respect of 17 automotive manufacturers, including
M&M. On August 25, 2014 an order was passed
by the CCI against 14 automotive manufacturers
including M&M and a penalty of Rs. 292.25 crores
was imposed on M&M. A Writ Petition has been
led before the Delhi High Court by the automotive
manufacturers, challenging the constitutional validity
of certain sections of the Competition Act, 2002
based on which Order has been passed by CCI and
penalty imposed. The High Court has stayed the
operation of the Order until disposal of the Writ
Petition. The matter is presently being heard by the
High Court.

2.

Uma Agriculture In 2007, an FES dealer led a

petition before MRTP Commission alleging unfair
trade practice following termination of dealership and
seeking compensation. These proceedings have now
been transferred to the COMPAT and are pending
before it.

3.

Mohd Ekram Khan In 2008, an Auto Sector dealer

led a petition before MRTP Commission, alleging
unfair trade practice following termination of
dealership and seeking compensation. These
proceedings have now been transferred to the
COMPAT and are pending before it.

97.72%

Data as taken from MDW

Receiving
Period

F15

Closed
%

95.35%

Data as taken from MDW

Pending Customer complaints FD 2015

Receiving
Period

F11-F15

Receiving
Period

F15

2.

Total
Complaints
Registered
in this
period *

Closed

Open

Open %

71147

71143

0.01%

Total
Complaints
Registered
in this
period *

Closed

Open

Open %

12494

12491

0.0%

Closed
%

100.0%

Closed
%

100.0%

Does the Company display product information on the

product label, over and above what is mandated as per
local laws? Yes/No/N.A./Remarks(additional information)
Yes. In addition to mandatory requirements, Company
also provides service and safety labels as deemed
appropriate. e.g.
4.

Product fuel economy data displayed for each variant

at selling points (Dealership).

Did your Company carry out any consumer survey/

consumer satisfaction trends?
Yes, through

3.

Is there any case led by any stakeholder against the

Company regarding unfair trade practices, irresponsible
advertising and/or anti-competitive behaviour during the
last ve years and pending as on end of nancial year. If
so, provide details thereof, in about 50 words or so.
Yes. The Company has been impleaded in the below
listed proceedings that allege violation of provisions of
the Competition/MRTP Act. The Company is vigorously
defending itself in these proceedings.

J. D. Power survey for Automobiles

MQRS survey for load carriers and

TNS Survey for Tractors and Trucks

Brand Track Study

CaPS Study

CSAT (Customer Satisfaction) Study for commercial

range of vehicles.

125

Financial Position at a Glance

Rupees crores
As per Revised Schedule VI

As per Old Schedule VI

2015

2014

2013

2012

2011

2010

2009

2008

2007

2006

8108

7105

5821

5088

3904

3703

3214

2361

1871

1555

13138

11380

11834

10297

8913

6398

5786

4215

2238

1669

(3)

18

Inventories

2438

2804

2420

2358

1694

1189

1061

1084

878

879

Trade Receivable/Debtors

2558

2510

2208

1929

1260

1258

1044

1005

701

638

Other Non Current/Current

Assets

6703

7490

5171

4098

3753

3599

2959

1555

2169

1232

13

14

18

18

2620

3745

3227

3174

2321

2880

4053

2587

1636

883

10090

9863

8953

7964

6535

5197

4798

3240

2666

2052

Deferred Tax Liabilities/(Assets)

(Net)

980

890

615

527

355

240

(18)

57

20

147

Equity Capital

296

295

295

295

294

283

273

239

238

233

Reserves and Surplus

18959

16496

14364

11810

10019

7544

4989

4111

3315

2676

Net Worth

19255

16791

14659

12105

10313

7827

5262

4350

3553

2909

Book Value Per Share (Rupees)

325.41

284.26

248.14

205.32

175.43 @138.10

192.12

180.87

Net Fixed Assets

Investments
Foreign Currency Monetary
Item Translation Difference
Account Asset/(Liability)

Misc. Expenditure not

written off
Borrowings
Long Term/Current Liabilities
and Provisions

147.98 *123.29

@ Book Value Per Share is shown after giving effect to the sub division of each Ordinary (Equity) Share of the face value Rs. 10
each fully paid up into two Ordinary (Equity) Shares of Rs. 5 each fully paid up in March, 2010.
* Book Value Per Share is shown after giving effect to a 1:1 bonus issue in September, 2005.
Book Value Per Share is calculated after reducing Misc. Expenditure not written off and Revaluation Reserve from Net Worth.

126

MAHINDRA & MAHINDRA LIMITED

Summary of Operations
Rupees crores
As per Revised Schedule VI

As per Old Schedule VI

2015

2014

2013

2012

2011

2010

2009

2008

2007

2006

Income

41982

43838

43962

34820

25989

20724

15072

13301

11645

9496

Materials

27955

29432

30425

23500

16264

12333

9274

7726

6828

5714

Excise Duty (Net)

2188

2612

2972

2501

2095

1807

1587

1584

1335

1136

Personnel

2317

2164

1866

1701

1432

1198

1025

868

666

553

Finance Costs/Interest

214

259

191

163

72

157

134

87

20

27

Depreciation and Amortisation

Expense

975

863

711

576

414

371

292

239

209

200

4500

4191

3441

2881

2310

2102

1734

1563

1271

977

336

52

91

108

118

91

10

173

122

210

4169

4369

4447

3606

3520

2847

1036

1407

1438

1099

848

611

1094

727

858

759

199

304

351

242

c31

(19)

3321

3758

3353

2879

2662

2088

868

1103

1068

857

#+847

+963

+894

+869

+803

+624

+312

+321

+325

+278

240

280

260

250

230

190

100

115

115

100

56.23

63.67

56.85

48.97

46.21

37.97

15.92

23.12

22.58

19.04

Other Expenses
Exceptional items
Prot before tax for the year
Tax for the year
Adj. pertaining to Prev. Years
Balance prot
Dividends
Equity Dividend (%)
Earnings Per Share (Rupees)
Vehicles produced/
purchased

(Units)

464799

506035

555510

474145

355500

284516

201993

196956

169557

148213

Vehicles sold

(Units)

464850

507176

551469

469345

354073

282119

206688

195077

169679

147591

Tractors produced

(Units)

224338

277425

219893

246475

216388

173276

119098

98917

103847

87075

Tractors sold

(Units)

234766

268487

224844

236666

214325

175196

120202

99042

102531

85029

# Proposed Dividend.
+ Including Income-tax on Proposed Dividend/Dividends.
c Prot of Mahindra Holdings and Finance Limited for the period 1st February, 2008 to 31st March, 2008.

127

Financial Highlights

128

MAHINDRA & MAHINDRA LIMITED

129

Please check thoroughly. Vakils will not be responsible for errors not noted on this proof.

datta

MAHINDRA & MAHINDRA LIMITED

Independent Auditors Report to the Members of Mahindra & Mahindra Limited

Report on the Standalone Financial Statements

Opinion

1.

6.

We have audited the accompanying Standalone nancial

statements of Mahindra and Mahindra Limited (the Company),
which comprise the Balance Sheet as at 31st March, 2015, the
Statement of Prot and Loss and the Cash Flow Statement for the
year then ended, and a summary of the signicant accounting
policies and other explanatory information.

Managements Responsibility for the Standalone Financial Statements

2.

The Companys Board of Directors is responsible for the matters

stated in Section 134(5) of the Companies Act, 2013 (the Act)
with respect to the preparation of these standalone nancial
statements that give a true and fair view of the nancial
position, nancial performance and cash ows of the Company
in accordance with the accounting principles generally accepted
in India, including the Accounting Standards specied under
Section 133 of the Act, read with Rule 7 of the Companies
(Accounts) Rules, 2014. This responsibility also includes
maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets of the
Company and for preventing and detecting frauds and other
irregularities; selection and application of appropriate accounting
policies; making judgments and estimates that are reasonable
and prudent; and design, implementation and maintenance
of adequate internal nancial controls, that were operating
effectively for ensuring the accuracy and completeness of the
accounting records, relevant to the preparation and presentation
of the nancial statements that give a true and fair view and are
free from material misstatement, whether due to fraud or error.

Auditors Responsibility
3.

Our responsibility is to express an opinion on these standalone

nancial statements based on our audit. We have taken into
account the provisions of the Act, the accounting and auditing
standards and matters which are required to be included in
the audit report under the provisions of the Act and the Rules
made thereunder. We conducted our audit in accordance with
the Standards on Auditing specied under Section 143(10) of
the Act. Those Standards require that we comply with ethical
requirements and plan and perform the audit to obtain
reasonable assurance about whether the nancial statements are
free from material misstatement.

4.

An audit involves performing procedures to obtain audit

evidence about the amounts and the disclosures in the nancial
statements. The procedures selected depend on the auditors
judgment, including the assessment of the risks of material
misstatement of the nancial statements, whether due to fraud
or error. In making those risk assessments, the auditor considers
internal nancial control relevant to the Companys preparation
of the nancial statements that give a true and fair view in
order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion
on whether the Company has in place an adequate internal
nancial controls system over nancial reporting and the
operating effectiveness of such controls. An audit also includes
evaluating the appropriateness of the accounting policies used
and the reasonableness of the accounting estimates made by the
Companys Director, as well as evaluating the overall presentation
of the nancial statements.
We believe that the audit evidence we have obtained is sufcient
and appropriate to provide a basis for our audit opinion on the
standalone nancial statements.

5.

In our opinion and to the best of our information and according

to the explanations given to us, the aforesaid standalone
nancial statements give the information required by the Act
in the manner so required and give a true and fair view in
conformity with the accounting principles generally accepted in
India, of the state of affairs of the Company as at 31st March,
2015, and its prot and its cash ows for the year ended on that
date.

Report on Other Legal and Regulatory Requirements

7.

As required by the Companies (Auditors Report) Order, 2015

(the Order) issued by the Central Government in terms of
Section 143(11) of the Act, we give in the Annexure a statement
on the matters specied in paragraphs 3 and 4 of the Order.

8.

As required by Section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and
explanations which to the best of our knowledge and belief
were necessary for the purposes of our audit.
(b) In our opinion, proper books of account as required by law
have been kept by the Company so far as it appears from
our examination of those books.
(c) The Balance Sheet, the Statement of Prot and Loss, and
the Cash Flow Statement dealt with by this Report are in
agreement with the books of account.
(d) In our opinion, the aforesaid standalone nancial statements
comply with the Accounting Standards specied under
Section 133 of the Act, read with Rule 7 of the Companies
(Accounts) Rules, 2014.
(e) On the basis of the written representations received from
the directors as on 31st March, 2015 taken on record by the
Board of Directors, none of the directors is disqualied as
on 31st March, 2015 from being appointed as a director in
terms of Section 164(2) of the Act.
(f) With respect to the other matters to be included in
the Auditors Report in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules, 2014, in our opinion
and to the best of our information and according to the
explanations given to us:
i.
The Company has disclosed the impact of pending
litigations on its nancial position in its nancial
statements in accordance with Generally Accepted
accounting practice also Refer Note 34 to the nancial
statements.
ii. The Company has made provision where required
under any law or accounting standard for material
foreseeable losses on long-term contracts including
derivative contracts.
iii. There has been no delay in transferring amounts,
required to be transferred, to the Investor Education
and Protection Fund by the Company.
For DELOITTE HASKINS & SELLS
Chartered Accountants
(Firms Registration No. 117364W)

MUMBAI, 29 th May, 2015

Shyamak R Tata
Partner
(Membership No. 38320)

131

Annexure to the Independent Auditors Report

(Referred to in paragraph 7 under Report on Other Legal and

quotations, there is an adequate internal control system

Regulatory Requirements section of our report of even date)

commensurate with the size of the Company and the nature of

i.

its business for purchase of inventory and xed assets and for

In respect of its xed assets:

the sale of goods and services. During the course of our audit,

(a) The Company has maintained proper records showing full

we have not observed any major weakness in such internal

particulars, including quantitative details and situation of

control system.

the xed assets.

(b) The xed assets have not been physically veried by the

v.

the Company has not accepted any deposit during the year

Management during the year but the Company has a system

and accordingly the question of complying with Section 73

of verifying the xed assets once in every three years. In

and 76 of the Companies Act, 2013 does not arise. In respect

our opinion the frequency of verication is at reasonable

of unclaimed deposits, the Company has complied with the

intervals.
ii.

provisions of Sections 74 and 75 or any other relevant provisions

of the Companies Act, 2013. According to the information and

In respect of its inventory:

explanations given to us, no order has been passed by the

(a) As explained to us, the inventories were physically

Company Law Board or the National Company Law Tribunal or

veried during the year by the Management at reasonable

the Reserve Bank of India or any Court or any other Tribunal on

intervals.

the Company.

(b) In our
and

(c)

opinion

explanations

and

according

given

procedures

Government under sub-section (1) of Section 148 of the

to the size of the Company and the nature of its

Companies Act, 2013, and are of the opinion that, prima facie,

business.

the prescribed cost records have been made and maintained.

In our opinion and according to the information and

We have, however, not made a detailed examination of the cost

explanations given to us, the Company has maintained

records with a view to determine whether they are accurate or

proper records of its inventories and no material

complete.

by

vii. According to the information and explanations given to us

The Company has not granted any loans, secured or

and according to the books and records as produced and

unsecured, to companies, rms or other parties covered in

examined by us, in our opinion:

the Register maintained under Section 189 of the Companies

Act, 2013.

132

We have broadly reviewed the cost records maintained by

Audit) Rules, 2014, as amended and prescribed by the Central

followed

discrepancies were noticed on physical verication.

iv.

vi.

Management were reasonable and adequate in relation

inventory

the

information

the Company, pursuant to the Companies (Cost Records and

of

us,

the

the

verication

to

to

of

physical

iii.

According to the information and explanations given to us,

(a) The Company is regular in depositing undisputed statutory

dues, including Provident Fund, Employees State Insurance,

In our opinion and according to the information and

Income-Tax, Sales Tax, Wealth Tax, Service Tax, Customs

explanations given to us, having regard to the explanations that

Duty, Excise Duty, Value Added Tax, Cess and other

some of the items are of special nature and suitable alternative

material statutory dues as applicable with the appropriate

sources are not readily available for obtaining comparable

authorities.

MAHINDRA & MAHINDRA LIMITED

(b) As at 31st March, 2015, the following are the particulars of dues on account of Income-Tax, Sales Tax, Wealth Tax, Service Tax, Customs
Duty, Excise Duty, Value Added Tax and Cess matters that have not been deposited on account of any dispute:
Name of Statute

Nature of Dues

Forum where the Dispute is pending

Income-Tax Laws

Income-Tax

Appellate Authority Tribunal Level

1998-2010

75.65

Appellate Authority Commissioner (Appeals)

2004-2014

50.75

High Court

1987-2008

181.78

Appellate Authority Tribunal Level

1987-2011

26.06

Appellate Authority Commissioner (Appeals)

1994-2014

42.29

Appellate Authority Tribunal Level

2001-2014

54.14

Appellate Authority Commissioner

2003-2014

15.39

High Court

2006-2008

35.26

Appellate Authority Tribunal Level

1989-2013

881.19

Appellate Authority Commissioner

1991-2013

636.68

High Court

1996-2001

1.49

Appellate Authority Tribunal Level

2008-2009

1.51

Sales Tax Laws

Service Tax Laws

Excise Duty Laws

Customs Duty Laws

(c)

Sales Tax

Service Tax

Excise Duty

Customs Duty

The Company has been regular in transferring amounts to

the Investor Education and Protection Fund in accordance
with the relevant provisions of the Companies Act, 1956 (1
of 1956) and Rules made thereunder within time.

viii. The Company does not have accumulated losses at the end
of the nancial year and the Company has not incurred cash
losses during the nancial year covered by our audit and in the
immediately preceding nancial year.
ix.

x.

xi.

Amount involved
(Rs. in crores)

In our opinion and according to the information and explanations

given to us, the term loans have been applied for the purposes
for which they were obtained.

xii. To the best of our knowledge and according to the information

and explanations given to us, no fraud by the Company and no
signicant fraud on the Company has been noticed or reported
during the year.

According to the information and explanations given to us, the

Company has not defaulted in repayment of dues to any nancial
institutions, banks and debenture holders during the year.
According to the information and explanations given to us, the
Company has not given any guarantees for loans taken by others
from banks or nancial institutions, the terms and conditions,
whereof, in our opinion are prejudicial to the interests of the
Company.

Period to which the

amount relates

For DELOITTE HASKINS & SELLS

Chartered Accountants
(Firms Registration No. 117364W)

MUMBAI, 29 th May, 2015

Shyamak R Tata
Partner
(Membership No. 38320)

133

Balance Sheet as at 31

st

March, 2015
Rupees crores
Note

I.

EQUITY AND LIABILITIES

SHAREHOLDERS FUNDS :
(a) Share Capital ....................................................................................
(b) Reserves and Surplus.......................................................................

2
3

2015

295.70
18,959.39

295.16
16,496.03
19,255.09

NON CURRENT LIABILITIES :

(a) Long Term Borrowings....................................................................
(b) Deferred Tax Liabilities (Net) .........................................................
(c) Other Long Term Liabilities ............................................................
(d) Long Term Provisions ......................................................................

4
5
6
7

2,514.13
979.70
614.34
607.34

8
9
10
11

106.25
5,365.45
2,041.13
1,461.44

Total .............
II.

ASSETS
NON CURRENT ASSETS :
(a) Fixed Assets
Tangible Assets ................................................................................
Intangible Assets .............................................................................
Capital Work-in-Progress ................................................................
Intangible Assets Under Development .........................................
(b) Non Current Investments................................................................
(c) Long Term Loans and Advances ....................................................
(d) Other Non Current Assets ..............................................................

12 (A)
12 (B)

13 (A)
14
15

13 (B)
16
17
18
19
20

5,730.67
0.74
6,068.80
1,133.56
1,563.69

8,974.27

8,766.79

32,944.87

31,288.65

5,795.44
134.02
755.67
1,423.09

5,706.30
170.65
394.86
833.58

8,108.22
11,372.74
3,232.26
103.44

7,105.39
9,787.73
3,018.12
88.49
22,816.66

CURRENT ASSETS :
(a) Current Investments ........................................................................
(b) Inventories ........................................................................................
(c) Trade Receivables ............................................................................
(d) Cash and Bank Balances .................................................................
(e) Short Term Loans and Advances....................................................
(f) Other Current Assets.......................................................................

16,791.19
3,744.42
889.65
586.27
510.33

4,715.51
CURRENT LIABILITIES :
(a) Short Term Borrowings ...................................................................
(b) Trade Payables .................................................................................
(c) Other Current Liabilities .................................................................
(d) Short Term Provisions .....................................................................

2014

1,765.42
2,437.57
2,558.03
2,064.77
773.10
529.32

Total .............

19,999.73
1,592.12
2,803.63
2,509.84
2,950.39
945.83
487.11

10,128.21

11,288.92

32,944.87

31,288.65

The accompanying notes 1 to 51 are an integral part of the Financial Statements

In terms of our report attached.
For Deloitte Haskins & Sells
Chartered Accountants

Shyamak R Tata
Partner
Mumbai, 29 th May, 2015

134

Bharat Doshi
Deepak S. Parekh
Nadir B. Godrej
M. M. Murugappan
R. K. Kulkarni
Anupam Puri
Vishakha N. Desai
Vikram Singh Mehta
S. B. Mainak

Anand G. Mahindra
Dr. Pawan Goenka

Chairman & Managing Director

Executive Director & Group President
(Auto and Farm Sector)

Directors

V. S. Parthasarathy
Narayan Shankar

Group Chief Financial Ofcer, Group CIO &

President (Group Finance and M&A)
Company Secretary
Mumbai, 29 th May, 2015

MAHINDRA & MAHINDRA LIMITED

Statement of Prot and Loss for the year ended 31

st

March, 2015

Rupees crores

Note
Gross Revenue from Sale of Products and Services......................................
Less : Excise Duty .............................................................................................

21

2015

2014

40,579.30
2,187.69

42,575.04
2,611.68
39,963.36
545.14

Net Revenue from Sale of Products and Services.........................................

Other Operating Revenue ...............................................................................

21

38,391.61
553.81

Revenue from Operations (Net) .....................................................................

Other Income ....................................................................................................

21
22

38,945.42
848.94

40,508.50
717.99

39,794.36

41,226.49

23
24

20,272.48
7,359.37

21,630.08
8,076.92

25
26
27
28
29

323.63
2,316.93
214.30
974.90
4,600.57

(274.67)
2,163.72
259.22
863.34
4,294.28

Less : Cost of Manufactured Products Capitalised ......................................

36,062.18
100.99

37,012.89
103.04

Total Expenses ..................................................................................................

Prot Before Exceptional Item and Tax .........................................................
Add : Exceptional Items ..................................................................................

35,961.19
3,833.17
335.72

36,909.85
4,316.64
52.79

4,168.89

4,369.43

Total Revenue ...................................................................................................

EXPENSES :
Cost of Materials Consumed ...........................................................................
Purchases of Stock-in-Trade .............................................................................
Changes in Inventories of Finished Goods, Work-in-Progress,
Stock-in-Trade and Manufactured Components ...........................................
Employee Benets Expense.............................................................................
Finance Costs ....................................................................................................
Depreciation and Amortisation Expense .......................................................
Other Expenses .................................................................................................

41

Prot Before Tax...............................................................................................

Less : Tax Expense
Current Tax ............................................................................................
Less : MAT Credit Entitlement .............................................................

835.92
92.72

837.95
488.15

Net Current Tax .....................................................................................

Deferred Tax (Net) ................................................................................

743.20
104.58

349.80
261.28

Prot for the year ............................................................................................

Earnings per equity share

847.78

611.08

3,321.11

3,758.35

56.23
53.66

63.67
61.07

42

(Face value Rs. 5/- per share) (Rupees)

Basic ...................................................................................................................
Diluted ...............................................................................................................
The accompanying notes 1 to 51 are an integral part of the Financial Statements
In terms of our report attached.
For Deloitte Haskins & Sells
Chartered Accountants

Shyamak R Tata
Partner
Mumbai, 29 th May, 2015

Bharat Doshi
Deepak S. Parekh
Nadir B. Godrej
M. M. Murugappan
R. K. Kulkarni
Anupam Puri
Vishakha N. Desai
Vikram Singh Mehta
S. B. Mainak

Anand G. Mahindra
Dr. Pawan Goenka

Chairman & Managing Director

Executive Director & Group President
(Auto and Farm Sector)

Directors

V. S. Parthasarathy
Narayan Shankar

Group Chief Financial Ofcer, Group CIO &

President (Group Finance and M&A)
Company Secretary
Mumbai, 29 th May, 2015

135

Cash Flow Statement

A.

for the year ended 31st March, 2015

2015

2014

3,833.17

4,316.64

974.90
81.30
(713.93)
214.30
35.07
19.38
(5.84)
(1.78)
(0.76)

863.34
(70.04)
(599.48)
259.22
56.14
7.19
0.69
(2.79)
3.57

602.64

517.84

Operating Prot before Working Capital changes ...............................................................................

4,435.81

4,834.48

Changes in :
Trade and other receivables .................................................................................................................
Inventories..............................................................................................................................................
Trade and other payables.....................................................................................................................

(183.73)
366.06
(551.90)

(445.91)
(270.18)
503.47

(369.57)

(212.62)

Cash generated from operations ............................................................................................................

Income Taxes paid (Net of refunds) .......................................................................................................

4,066.24
(846.75)

4,621.86
(894.22)

NET CASH FROM OPERATING ACTIVITIES ..............................................................................................

3,219.49

3,727.64

(2,034.55)

(1,704.30)

CASH FLOW FROM OPERATING ACTIVITIES :

Prot before exceptional item and taxation .........................................................................................
Adjustments for :
Depreciation and Amortisation ...........................................................................................................
(Prot)/Loss on Exchange (Net) ...........................................................................................................
Investment and Interest Income ..........................................................................................................
Interest, Commitment and Finance Charges ......................................................................................
Employee Stock Compensation Expense ............................................................................................
Write off of Intangible Asset Under Development...........................................................................
(Prot)/Loss on sale of investments (Net) ..........................................................................................
Prot on xed assets sold/scrapped/written off (Net) .....................................................................
Excess of cost over fair value of current investments (Net) .............................................................

B.

Rupees crores

CASH FLOW FROM INVESTING ACTIVITIES :

Purchase of xed assets ...........................................................................................................................
Sale of xed assets ...................................................................................................................................

12.00

26.71

Purchase of long term investments Subsidiaries ................................................................................

(1,325.20)

(1,411.65)

Purchase of other long term investments..............................................................................................

(6.95)

(4.22)

Purchase of current investments .............................................................................................................

(70,378.25)

(58,102.41)

Sale/Redemption of long term investments Subsidiaries..................................................................

1,165.02

Sale of long term investments Associates...........................................................................................

10.02

Sale of current investments .....................................................................................................................

70,292.97

57,837.74

Interest received .......................................................................................................................................

192.73

228.46

Dividends received ....................................................................................................................................

413.00

298.33

Bank Deposits placed ...............................................................................................................................

(1,991.00)

(1,730.75)

Bank Deposits matured ............................................................................................................................

2,089.65

1,121.27

Increase in Earmarked Balances & Margin account ..............................................................................

(1.50)

(1.45)

Inter corporate deposits given ................................................................................................................

(1.53)

(1,146.09)

Inter corporate deposits refunded..........................................................................................................

239.97

956.85

Loan given .................................................................................................................................................

(112.70)

Repayment of loan given.........................................................................................................................

35.15

55.75

Sale of long term investments .............................................................................................................

40.42

106.34

NET CASH USED IN INVESTING ACTIVITIES ............................................................................................

(2,423.09)

(2,407.08)

Exceptional Items :

136

MAHINDRA & MAHINDRA LIMITED

Cash Flow Statement

C.

(contd.)

Rupees crores
2015

2014

2.60

183.90

CASH FLOW FROM FINANCING ACTIVITIES :

Proceeds from Issue of Share Capital (including Securities Premium)................................................
Proceeds from borrowings.......................................................................................................................

104.31

620.40

Repayments of borrowings ....................................................................................................................

(488.97)

(473.99)

Net increase/(decrease) in Cash Credit Facilities ...................................................................................

(0.05)

0.05

Dividends paid [including income-tax on dividends Rs. 100.76 crores (2014 : Rs. 93.46 crores)] ...

(960.85)

(893.51)

Interest, commitment and nance charges paid ..................................................................................

(241.86)

(260.78)

NET CASH USED IN FINANCING ACTIVITIES ...........................................................................................

(1,584.82)

(823.93)

NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS .........................................................

(788.42)

496.63

OPENING CASH AND CASH EQUIVALENTS ............................................................................................

1,705.61

1,163.96

CASH AND CASH EQUIVALENTS RECEIVED PURSUANT TO THE SCHEME OF ARRANGEMENT/

BUSINESS TRANSFER .......................................................................................................................................

45.02

CLOSING CASH AND CASH EQUIVALENTS .............................................................................................

917.19

1,705.61

137

Notes to the Cash Flow Statement

for the year ended 31st March, 2015

Rupees crores

1.

2.

3.

2015

2014

The above Cash Flow Statement has been prepared under the indirect method as set out in
Accounting Standard 3 Cash Flow Statement
Cash and Cash Equivalents ...................................................................................................................

917.19

1,705.61

Unrealised Loss on foreign currency Cash and Cash Equivalents.....................................................

(0.08)

(0.04)

917.11

1,705.57

Other Bank Balances .............................................................................................................................

1,147.66

1,244.82

Cash and Bank Balances (Note 18) ......................................................................................................

2,064.77

2,950.39

Loan Funds .............................................................................................................................

246.43

(ii) Other Liabilities .....................................................................................................................

343.16

(a) Pursuant to the Scheme of Arrangement (The Scheme) between Mahindra Trucks and
Buses Limited (MTBL), a subsidiary of the Company, and the Company, as sanctioned by
Honourable High Court of Bombay vide its order dated 7th March, 2014, the entire assets
and liabilities, duties and obligations of the Trucks business of MTBL was transferred
to and vested in the Company from 1st April, 2013 (the appointed date) at the values
indicated below :
(i)

(iii) Fixed Assets (Net) .................................................................................................................

519.54

(iv) Investments ............................................................................................................................

5.00

(v)

257.53

Other Liabilities .....................................................................................................................

5.89

(ii) Fixed Assets (Net) .................................................................................................................

3.97

(iii) Other Assets ..........................................................................................................................

15.16

During the year, the Company acquired shares in its subsidiary by converting its
deposits ..........................................................................................................................................

76.50

Other Assets ..........................................................................................................................

(b) The Company has transferred certain assets alongwith certain liabilities of its Defense
system division to a wholly owned subsidiary in the current year with effect from
1st April, 2013. The value of the assets and liabilities of the division transferred are at the
values indicated below :
(i)

(c)

(d) Also refer Note 37 and 38

(e) These arrangements/transfers are non-cash transactions.

In terms of our report attached.

For Deloitte Haskins & Sells
Chartered Accountants

Shyamak R Tata
Partner
Mumbai, 29 th May, 2015

138

Bharat Doshi
Deepak S. Parekh
Nadir B. Godrej
M. M. Murugappan
R. K. Kulkarni
Anupam Puri
Vishakha N. Desai
Vikram Singh Mehta
S. B. Mainak

Anand G. Mahindra
Dr. Pawan Goenka

Chairman & Managing Director

Executive Director & Group President
(Auto and Farm Sector)

Directors

V. S. Parthasarathy
Narayan Shankar

Group Chief Financial Ofcer, Group CIO &

President (Group Finance and M&A)
Company Secretary
Mumbai, 29 th May, 2015

MAHINDRA & MAHINDRA LIMITED

Notes forming part of the Financial Statements

1.

for the year ended 31st March, 2015

Signicant Accounting Policies :

(A) Basis of Accounting :
The nancial statements of the Company have been prepared in accordance with the generally accepted accounting principles in India
(Indian GAAP) and comply with the Accounting Standards specied under Section 133 of the Companies Act, 2013, read with rule 7 of
the Companies (Accounts) Rules, 2014.
(B) Tangible Assets :
(a) (i)

Tangible assets are carried at cost less depreciation except as stated in (ii) below. Cost includes nancing cost relating to
borrowed funds attributable to the construction or acquisition of qualifying tangible assets upto the date the assets are ready
for use. Where the acquisition of depreciable tangible assets are nanced through long term foreign currency loans (having a
term of 12 months or more at the time of their origination) the exchange differences on such loans are added to or subtracted
from the cost of such depreciable tangible assets.
When an asset is scrapped or otherwise disposed off, the cost and related depreciation are removed from the books of account
and resultant prot (including capital prot) or loss, if any, is reected in the Statement of Prot and Loss.

(ii) Land and Buildings, had been revalued as at 31st October, 1984 at depreciated replacement values on the basis of a valuation
made by a rm of Chartered Surveyors and Valuers. The indices, if any, used are not stated in the valuation.
(b) (i)

Leasehold land is amortised over the period of the lease.

(ii) Depreciation is calculated on Straight Line method over the estimated useful life of all assets. These lives are in accordance
with Schedule II to the Companies Act, 2013, other than the following asset classes based on the Companys expected usage
pattern supported by technical assessment:
(a) Certain items of Plant and Machinery - 2 years, 3 years, 5 years, 7 years, 10 years, 20 years and 25 years as the case
may be.
(b) Buildings(Roads) 15 years.
(c)

Vehicles 5 years

(C) Intangible Assets :

Intangible assets are carried at cost and amortised on a Straight Line Basis so as to reect the pattern in which the assets economic
benets are consumed.
(a) Technical Knowhow :
The expenditure incurred is amortised over the estimated period of benet, not exceeding six years commencing with the year of
purchase of the technology.
(b) Development Expenditure :
The expenditure incurred on technical services and other project/product related expenses are amortised over the estimated period
of benet, not exceeding ve years.
(c)

Software Expenditure :
The expenditure incurred is amortised over three nancial years equally commencing from the year in which the expenditure is
incurred.

(d) Others :
The expenditure incurred is amortised over the estimated period of benet, not exceeding ten years.
(D) Impairment of Assets :
The carrying value of assets/cash generating units at each balance sheet date are reviewed for impairment. If any indication of impairment
exists, the recoverable amount of such assets is estimated and impairment is recognised, if the carrying amount of these assets exceeds
their recoverable amount. The recoverable amount is the greater of the net selling price and their value in use. Value in use is arrived
at by discounting the future cash ows expected to arise from the continuing use of an asset and from its disposal at the end of its
useful life to their present value based on an appropriate discount factor. When there is indication that an impairment loss recognised
for an asset in earlier accounting periods no longer exists or may have decreased, such reversal of impairment loss is recognised in the
Statement of Prot and Loss, except in case of revalued assets.

139

(E) Investments :
Long term investments are valued at cost. However, provision for diminution in value is made to recognise a decline other than
temporary in the value of investments. Current investments are valued at the lower of cost and fair value, determined by category of
investment.
(F)

Inventories :
Inventories comprise all costs of purchase, conversion and other costs incurred in bringing the inventories to their present location and
condition.
Raw materials and bought out components are valued at the lower of cost or net realisable value. Cost is determined on the basis of
the weighted average method.
Finished goods produced and purchased for sale, manufactured components and work-in-progress are carried at cost or net realisable
value whichever is lower. Excise duty is included in the value of nished goods inventory.
Stores, spares and tools other than obsolete and slow moving items are carried at cost. Obsolete and slow moving items are valued at
cost or estimated net realisable value, whichever is lower.

(G) Foreign Exchange Transactions :

Transactions in foreign currencies (other than rm commitments and highly probable forecast transactions) are recorded at the
exchange rates prevailing on the date of transaction. Monetary items are translated at the year-end rates. The exchange difference
between the rate prevailing on the date of transaction and on the date of settlement as also on translation of monetary items at the
end of the year (other than those relating to long term foreign currency monetary items) is recognised as income or expense, as the
case may be.
Exchange differences relating to long term foreign currency monetary items, to the extent they are used for nancing the acquisition
of depreciable assets are added to, or subtracted from, the cost of such depreciable assets and the balance accumulated in Foreign
Currency Monetary Item Translation Difference Account, under Reserves and Surplus, and amortised over the balance term of the long
term monetary item.
Any premium or discount arising at the inception of a forward exchange contract is recognised as income or expense over the life of the
contract, except where the contract is designated as a cash ow hedge.
(H) Derivative Instruments and Hedge Accounting :
The Company uses foreign currency forward contracts and currency options to hedge its risks associated with foreign currency
uctuations relating to certain rm commitments and highly probable forecast transactions. The Company does not hold derivative
nancial instruments for speculative purposes. The Company has applied to such contracts the hedge accounting principles set
out in Accounting Standard 30 Financial Instruments : Recognition and Measurement (AS 30) by marking them to market at each
reporting date.
Changes in the fair value of the contracts that are designated and effective as hedges of future cash ows are recognised directly in
Hedging Reserve Account and the ineffective portion is recognised in the Statement of Prot and Loss.
(I)

Revenue Recognition :
Sale of products and services including export benets thereon are recognised when the products are shipped or services rendered.
Excise duty recovered on sales is included in Revenue from Operations.
Dividend from investments are recognised in the Statement of Prot and Loss when the right to receive payment is established.

(J)

Government Grants :
The Company, directly or indirectly through a consortium of Mahindra Group Companies, is entitled to various incentives from government
authorities in respect of manufacturing units located in developing regions. The Company accounts for its entitlement as income on
accrual basis.

(K) Employee Benets :

In respect of Dened Contribution Plans/Dened Benet Plans/Long term Compensated Absences :
Companys contributions paid/payable during the year to Superannuation Fund, ESIC and Labour Welfare Fund are recognised in the
Statement of Prot and Loss.

140

MAHINDRA & MAHINDRA LIMITED

Contributions to Provident Fund are made to a Trust administered by the Company/Regional Provident Fund Commissioner and are
charged to Statement of Prot and Loss as incurred. The Company is liable for the contribution and any shortfall in interest between the
amount of interest realised by the investments and the interest payable to members at the rate declared by the Government of India in
respect of the Trust administered by the Company.
Companys liability towards gratuity, long term compensated absences, post retirement medical benet and post retirement
housing allowance schemes are determined by independent actuaries, using the projected unit credit method. Past services are
recognised on a straight line basis over the average period until the benets become vested. Actuarial gains and losses are recognised
immediately in the Statement of Prot and Loss as income or expense. Obligation is measured at the present value of estimated future
cash ows using a discounted rate that is determined by reference to the market yields at the Balance Sheet date on Government
Bonds where the currency and terms of the Government Bonds are consistent with the currency and estimated terms of the dened
benet obligation.
In respect of Employee Stock Option Scheme :
The compensation cost of stock options granted to employees is measured by the Intrinsic Value Method. The intrinsic value, which is the
excess of the market price of the underlying equity shares as of the date of the grant over the exercise price of the option, is recognised
and amortised on straight line basis over the vesting period.
(L)

Borrowing Costs :
All borrowing costs are charged to the Statement of Prot and Loss except :
(i)

Borrowing costs that are attributable to the acquisition or construction of qualifying tangible and intangible assets that
necessarily take a substantial period of time to get ready for their intended use, which are capitalised as part of the cost of such
assets.

(ii) Expenses incurred on raising long term borrowings are amortised over the period of borrowings. On early buyback, conversion or
repayment of borrowings, any unamortised expenditure is fully written off in that year.
(M) Product Warranty :
In respect of warranties given by the Company on sale of certain products, the estimated costs of these warranties are accrued at the
time of sale. The estimates for accounting of warranties are reviewed and revisions are made as required.
(N) Leases :
The Companys signicant leasing arrangements are in respect of operating leases for premises (residential, ofce, stores,
godowns, computer hardware etc.). The leasing arrangements, which are not non-cancellable, range between eleven months
and ve years generally, and are usually renewable by mutual consent on agreed terms. The aggregate lease rentals payable are charged
as rent.
(O) Taxes on Income :
Current tax is determined as the amount of tax payable in respect of taxable income for the year. Deferred tax is recognised, subject to
consideration of prudence, on timing differences, being the difference between taxable income and accounting income that originate
in one period and are capable of reversal in one or more subsequent periods. Deferred tax assets arising on account of unabsorbed
depreciation or carry forward of tax losses are recognised only to the extent that there is virtual certainty supported by convincing
evidence that sufcient future tax income will be available against which such deferred tax assets can be realised.
Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which gives future economic benets in the form of adjustment to
future income tax liability, is considered as an asset if there is convincing evidence that the Company will pay normal income tax against
which the MAT paid will be adjusted.
(P) Segment Reporting :
Segments are identied having regard to the dominant source and nature of risks and returns and internal organisation and management
structure.
Revenues and expenses have been identied to the segment based on their relationship to the business activity of the segment.
Income/Expenses relating to the enterprise as a whole and not allocable on a reasonable basis to business segments are reected as
unallocated corporate income/expenses. Inter-segment transfers are at prices which are generally market led.

141

2.

Share Capital :
Rupees crores
2015

2014

1,20,00,00,000 Ordinary (Equity) Shares of Rs. 5 each...................................................................

600.00

600.00

25,00,000 Unclassied Shares of Rs. 100 each ........................................................................

25.00

25.00

625.00

625.00

310.55

307.95

2,97,00,106 (2014 : 2,55,69,113) Ordinary (Equity) Shares of Rs. 5 each fully paid up issued
to ESOP Trust but not allotted to employees .......................................................

14.85

12.79

Adjusted : Issued and Subscribed Share Capital.................................................................................

295.70

295.16

Authorised :

Issued and Subscribed :

62,10,92,384 (2014 : 61,58,92,384) Ordinary (Equity) Shares of Rs. 5 each fully paid up. .......
Less :

(A) Reconciliation of number of Ordinary (Equity) Shares and amount outstanding :

2015

2014

No. of shares

Rupees crores

No. of shares

Rupees crores

61,58,92,384

307.95

61,39,80,756

306.99

Shares issued to ESOP Trust ...............................................

52,00,000

2.60

19,11,628

0.96

Balance as at the end of the year .....................................

62,10,92,384

310.55

61,58,92,384

307.95

Shares issued to ESOP Trust but not allotted to

Employees [Note 3(K)] ........................................................

2,97,00,106

14.85

2,55,69,113

12.79

Adjusted : Issued and Subscribed Share Capital..............

59,13,92,278

295.70

59,03,23,271

295.16

Issued and Subscribed :

Balance as at the beginning of the year ..........................
Add :

Less :

(B) The Ordinary (Equity) Shares of the Company rank pari-passu in all respects including voting rights and entitlement to dividend.
(C) Details of Ordinary (Equity) Shares held by shareholders holding more than 5% of the aggregate shares in the Company :
Name of the Shareholder

2015

2014

No. of shares % shareholding

No. of shares % shareholding

Life Insurance Corporation of India ..........................

7,82,03,359

12.59

7,00,77,205

11.38

(ii) Prudential Management and Services Pvt. Ltd. ......

7,07,60,970

11.39

7,07,60,970

11.49

(iii) M&M Benet Trust .....................................................

5,18,35,214

8.35

5,18,35,214

8.42

(iv) The Bank of New York Mellon (for GDR holders) ....

3,34,13,833

5.38

(i)

(D) Issued and Subscribed Share Capital includes an aggregate of 40,647 (2014 : 40,647) Ordinary (Equity) Shares of Rs. 5 each allotted as
fully paid-up pursuant to Schemes of Arrangement without payment having been received in cash, for a period of ve years immediately
preceding the end of the nancial year.

142

MAHINDRA & MAHINDRA LIMITED

3.

Reserves and Surplus : (contd.)

Rupees crores
2015

2014

(A) Capital Reserve :

Balance as at the beginning of the year.....................................................................................

10.13

10.13

Balance as at the end of the year................................................................................................

10.13

10.13

2,493.04

2,310.22

45.77

182.94

2,538.81

2,493.16

0.07

0.12

(B) Securities Premium Account :

Balance as at the beginning of the year .....................................................................................
Add :
On account of issue of Ordinary (Equity) Shares to ESOP Trust ..............................................
On account of exercise of employee stock options ...................................................................
Less :
Writing-off of debenture issue expenses [Net of Tax of Rs. 0.03 crores (2014 :
Rs. 0.06 crores)] ..............................................................................................................................

2,538.74

2,493.04

Less :
Premium on shares issued to ESOP Trust but not allotted to employees [Note 3(K)] ..........

258.30

259.61

Balance as at the end of the year................................................................................................

2,280.44

2,233.43

10.79

10.84

0.05

10.79

10.79

1,705.55

1,819.96

400.00

24.00
0.08

51.44

1,729.63

2,271.40

565.85

1,729.63

1,705.55

Bonus shares issued to ESOP Trust but not allotted to employees [Note 3(K)] .....................

0.81

1.08

Balance as at the end of the year................................................................................................

1,730.44

1,706.63

Balance as at the beginning of the year.....................................................................................

Add :
Transfer from Surplus in Statement of Prot and Loss .............................................................

88.22

71.43

16.79

16.79

Balance as at the end of the year ...............................................................................................

105.01

88.22

(C) Revaluation Reserve :

Balance as at the beginning of the year .....................................................................................
Less :
Adjusted against depreciation for the year................................................................................
Balance as at the end of the year................................................................................................
(D) General Reserve :
Balance as at the beginning of the year .....................................................................................
Add :
Transfer from Surplus in Statement of Prot and Loss .............................................................
On account of employee stock options*.....................................................................................
On account of employee stock options lapsed ..........................................................................
Less :
Consequent to the Scheme of Arrangement [Note 39] ............................................................

Add :

* relating to shares other than those allotted by the Company to the ESOP Trust
(E) Debenture Redemption Reserve :

143

3.

Reserves and Surplus : (contd.)

Rupees crores
2015

2014

130.74

277.98

267.47

0.52

398.21

278.50

Utilisation during the year............................................................................................................

333.62

147.76

Balance as at the end of the year................................................................................................

64.59

130.74

(26.31)

(50.08)

11.52

36.01

(14.79)

(14.07)

Deferred Tax ...................................................................................................................................

(3.74)

(12.24)

Balance as at the end of the year................................................................................................

(18.53)

(26.31)

223.11

244.15

39.40

223.11

283.55

Transfer to Securities Premium Account on exercise of options during the year ..................

45.77

Transfer to General Reserve on account of employee stock options* ....................................

24.00

51.44

For options lapsed/forfeited during the year ............................................................................

10.55

9.00

Balance as at the end of the year................................................................................................

142.79

223.11

Deferred Employee Compensation Expense ..............................................................................

36.20

84.41

Balance as at the end of the year................................................................................................

106.59

138.70

(F) Investment Fluctuation Reserve* [Note 37 and 40] :

Balance as at the beginning of the year.....................................................................................
Add :
Provision no longer required written back.................................................................................

Less :

* pursuant to Schemes of Arrangement/Amalgamation approved by the Honourable

High Courts

(G) Hedging Reserve Account :

Balance as at the beginning of the year.....................................................................................
Add :
Net movement, on hedging instruments, designated and effective as hedges and transfers
to statement of prot and loss on occurrence of forecasted hedge transactions ................

Less :

(H) Employee Stock Options Outstanding :

Balance as at the beginning of the year.....................................................................................
Add :
On account of options granted during the year ........................................................................

Less :

Less :

* relating to shares other than those allotted by the Company to the ESOP Trust

144

MAHINDRA & MAHINDRA LIMITED

3.

Reserves and Surplus : (contd.)

Rupees crores

(I)

2015

2014

(121.01)

(94.51)

(41.86)

(92.45)

(162.87)

(186.96)

Amortisation during the year.......................................................................................................

83.29

65.95

Balance as at the end of the year................................................................................................

(79.58)

(121.01)

12,324.71

9,951.92

Prot for the year ..........................................................................................................................

3,321.11

3,758.35

Reversal of income tax on dividend paid for 2013-14 ...............................................................

2.80

15,648.62

13,710.27

Transfer to Debenture Redemption Reserve ..............................................................................

16.79

16.79

Transfer to General Reserve .........................................................................................................

400.00

Foreign Currency Monetary Item Translation Difference Account :

Balance as at the beginning of the year ...................................................................................
Add :
Arising on revaluation of long term monetary assets and liabilities (net) .............................

Less :

(J)

Surplus in Statement of Prot and Loss :

Balance as at the beginning of the year.....................................................................................
Add :

Less :

Depreciation as per transitional provision specied in Schedule II of the Companies Act,

2013 - [Net of Tax of Rs. 18.24 crores] ........................................................................................

35.43

Proposed Dividend [Rs. 12.00 per share (2014 : Rs. 14.00 per share)] ....................................

745.31

862.25

Income-tax on Proposed Dividend...............................................................................................

101.58

103.56

Dividend for 2012-13 paid on shares issued in June 2013 .........................................................

2.48

Income-tax on dividend paid .......................................................................................................

0.48

Balance as at the end of the year................................................................................................

14,749.51

12,324.71

Total Reserves and Surplus ..........................................................................................................

18,959.39

16,496.03

(K) The Guidance Note on Accounting for Employee Share-based Payments issued by The Institute of Chartered Accountants of India
requires that shares allotted to a Trust but not transferred to employees be reduced from Share Capital and Reserves and Surplus.
Accordingly, the Company has reduced the Share Capital by Rs. 14.04 crores (2014 : Rs. 11.71 crores) and Securities Premium Account by
Rs. 258.30 crores (2014 : Rs. 259.61 crores) for the 2,80,82,384 shares of Rs. 5 each (2014 : 2,34,16,888 shares of Rs. 5 each) held by the
Trust pending transfer to the eligible employees.
The Share Capital of the Company has also been reduced and the General Reserve increased by Rs. 0.81 crores (2014 : Rs. 1.08 crores)
for the 16,17,722 bonus shares of Rs. 5 each (2014 : 21,52,225 bonus shares of Rs. 5 each) issued by the Company in September, 2005 to
the Trust but not yet transferred by the Trust to the employees.
The above monies which are treated as advance received from the Trust, is included under Other Current Liabilities and Other Long Term
Liabilities.

145

4.

Long Term Borrowings :

Rupees crores
2015

2014

133.34
160.71

294.05

500.00
937.50
21.69
1,054.94

500.00
1,797.45
58.71
1,094.21

2,514.13

3,450.37

2,514.13

3,744.42

(A) Secured :
(i) Debentures/Bonds ................................................................................................................
(ii) Term Loans from Banks .......................................................................................................
(B) Unsecured :
(i) Debentures ............................................................................................................................
(ii) Term Loans from Banks .......................................................................................................
(iii) Fixed Deposits .......................................................................................................................
(iv) Other Loans...........................................................................................................................

(a) Secured Borrowings :

Debentures/Bonds :
Debentures/Bonds include Secured Non Convertible debentures carrying an interest rate of 11.95% for a period of seven years and are
repayable in three equal annual installments from December, 2013. These debentures are secured by tangible assets of the Company
at certain locations including immovable items therein and by way of a rst pari-passu charge on the movable plant and machinery,
machinery spares, tools and accessories and other movables, both present and future (save and except book debts) situated at certain
locations of the Company. Rs. 133.34 crores payable in December, 2015 is shown under current maturities of long term borrowings.
Term loans from banks were secured by way of rst ranking pari-passu charge on certain immovable and movable properties both
present and future, relating to Medium and Heavy Commercial Vehicle (MHCV) project as well as second charge on certain current
assets, relating to MHCV project. These loans were carrying oating rate of interest ranging from 11.00% to 11.80%. The loans have
been fully repaid during the year.
(b) Unsecured Borrowings :
Debentures are Senior Redeemable Non-Convertible Debentures carrying an interest rate of 9.55% with a tenure of 50 years, repayable
in July, 2063.
Term loans from banks comprise of :
USD External Commercial Borrowings carrying an average margin of 157 basis points over three month USD Libor and are repayable
after ve years and one day from the date of respective availment of loan i.e. Rs. 625.00 crores in August, 2016 and Rs. 312.50 crores in
September, 2016. Rs. 937.50 Crores payable in February, 2016 is shown under current maturities of long term borrowings.
Fixed deposits are repayable three years from the date of deposit and carry an interest rate of 9.75%.
Other loans comprise deferred sales tax loans which are interest free and repayable in ve equal installments after ten years from the
year of availment of respective loan. These loans are repayable :
Rupees crores
(i) In the second year ................................................................................................................
(ii) In the third to fth year ......................................................................................................
(iii) After ve years......................................................................................................................

(c)

2015
59.51
269.89
725.54

2014
39.08
235.42
819.71

1,054.94

1,094.21

Current maturities in respect of long term borrowings have been included in Note 10 as under :
Rupees crores
(i)
(ii)
(iii)
(iv)

146

Debentures/Bonds ................................................................................................................
Term Loans from Banks ........................................................................................................
Fixed Deposits .......................................................................................................................
Other Loans ...........................................................................................................................

2015
133.34
937.50
36.62
0.62

2014
133.34
155.90
10.93

1,108.08

300.17

MAHINDRA & MAHINDRA LIMITED

5.

Deferred Tax Liabilities (Net) :

The components of Deferred Tax Liabilities and Assets are as under :
Rupees crores

Deferred Tax Liabilities :

(i) On scal allowances on xed assets............................................................................................
(ii) Others..............................................................................................................................................

6.

2015

2014

1,241.41
49.31

1,105.68
57.66

1,290.72

1,163.34

Deferred Tax Assets :

(i) On provision for employee benets ............................................................................................
(ii) On provision for doubtful debts/advances .................................................................................
(iii) Loss on mark to market of hedging instruments ......................................................................
(iv) Others..............................................................................................................................................

200.49
23.83
9.80
76.90

154.85
16.95
13.55
88.34

311.02

273.69

Net Deferred Tax Liabilities ...................................................................................................................

979.70

889.65

Other Long Term Liabilities :

Rupees crores

Trade Payables ........................................................................................................................................

Others ......................................................................................................................................................

2015

2014

25.69
588.65

31.13
555.14

614.34

586.27

Others include dealer deposits, advance from customers, payable for investments, gratuity payable and monies adjusted from share capital
and reserves and surplus on account of shares held by ESOP Trust pending transfer to the eligible employees.
7.

Long Term Provisions :

Rupees crores

Provision for Employee Benets ...........................................................................................................

Provision for Warranty [Note 32] .........................................................................................................

8.

2015

2014

430.50
176.84

366.77
143.56

607.34

510.33

Short Term Borrowings :

Rupees crores
2015

2014

0.05

(A) Secured :
Loans and Advances on cash credit account from Banks..........................................................
(B) Unsecured :
Term Loan from Bank ....................................................................................................................

106.25

Fixed Deposits ................................................................................................................................

0.69

106.25

0.74

(a) Secured Borrowings :

Loans and Advances on cash credit accounts from the Companys bankers are secured by a rst charge on a pari-passu basis on the whole
of the current assets of the Company namely inventories, book debts, outstanding monies, receivables, claims etc. both present and
future.
(b) Unsecured Borrowings :
Term loan from bank is an Export credit facility carrying interest rate of 0.58% and is repayable within a year from the date of availment
of loan.

147

9.

Trade Payables :
Rupees crores

Acceptances.............................................................................................................................................
Trade Payables Micro and Small enterprises ....................................................................................
Trade Payables Other than Micro and Small enterprises ................................................................

2015

2014

575.43
79.53
4,710.49

747.85
112.59
5,208.36

5,365.45

6,068.80

Micro, Small and Medium enterprises have been identied by the Company on the basis of the information available. Total outstanding dues
of Micro and Small enterprises, which are outstanding for more than the stipulated period are given below :
Rupees crores
2015

2014

Principal...........................................................................................................................................

54.95

35.65

Interest on the above ...................................................................................................................

(b) Interest paid in terms of Section 16 of the Act, along with the amount of payment made
to the supplier beyond the appointed day during the year
Principal paid beyond the appointed date .................................................................................
Interest paid in terms of Section 16 of the Act .........................................................................
(c) Amount of interest due and payable for the period of delay on payments made beyond
the appointed day during the year ............................................................................................
(d) Further interest due and payable even in the succeeding years, until such date when the
interest due as above are actually paid to the small enterprises ...........................................
(e) Amount of interest accrued and remaining unpaid as at 31st March ......................................

0.56

0.45

564.84
2.39

645.15
2.95

2.97

3.08

1.18
4.71

1.16
4.69

(a) Dues remaining unpaid as at 31st March

10. Other Current Liabilities :

Rupees crores
2015

2014

Current Maturities of Long Term Borrowings .....................................................................................

1,108.08

300.17

Advance from Customers ......................................................................................................................

255.04

255.91

Interest accrued but not due on borrowings .....................................................................................

18.31

23.78

Dividend Payable ....................................................................................................................................

14.59

12.43

Unclaimed Matured Deposits................................................................................................................

0.79

0.43

Others ......................................................................................................................................................

644.32

540.84

2,041.13

1,133.56

Others mainly include capital creditors, government dues and taxes payable, gratuity payable and salary deductions payable.
There are no amounts due and outstanding to be credited to the Investor Education and Protection Fund.
11. Short Term Provisions :
Rupees crores

148

2015

2014
148.62

Provision for Employee Benets ...........................................................................................................

168.87

Provision for Warranty [Note 32] .........................................................................................................

193.34

194.98

Proposed Dividend .................................................................................................................................

745.31

862.25

Provision for Tax on Proposed Dividend..............................................................................................

101.58

103.56

Provision for Taxation ............................................................................................................................

252.34

254.28

1,461.44

1,563.69

Additions
during the
year

2.60
125.35
44.16

85.17
65.39
719.63
802.76
12.82
16.05
12.50
14.72

46.64
53.79
66.66
930.67
1,137.57

Cost/
Professional
valuation as
at 31st March,
2014

264.62
139.27
63.34
63.34
1,425.28
1,338.49
7,689.00
6,354.12
87.04
69.51
165.19
148.16
103.46
56.82
274.00
226.45

10,071.93
8,396.16

39.50
119.44

4.63
23.74
34.58
94.34
0.17
0.86
0.10
0.37

0.02
0.13

Other
adjustments
during the
year

97.27
38.60
20.35
16.27
3.47

121.09
54.87

2.58
4.34
606.90
474.01

75.38
131.27

39.33

724.19
609.62

Computer Software .........

Others ................................
0.03

0.03

Other
adjustments
during the
year

252.49

39.33

15.16

198.00

Acquisition
through
Scheme of
Arrangement

82.69
192.79

22.20
87.32

2.58
1.76
57.91
103.71

Deductions
and
adjustments
during the
year

66.21
87.20

0.90
3.00
37.84
50.76
0.63
1.09
1.36
1.89

25.48
30.46

Deductions
and
adjustments
during the
year

762.62
724.19

42.80
39.33

73.53
75.38

2.58
646.29
606.90

Cost/
Professional
valuation as
at 31st March,
2015

10,975.89
10,071.93

267.22
264.62
107.50
63.34
1,514.18
1,425.28
8,405.37
7,689.00
99.40
87.04
176.43
165.19
103.46
103.46
302.33
274.00

Cost/
Professional
valuation as
at 31st March,
2015

553.54
402.82

33.43

56.85
113.47

2.58
3.09
460.68
286.26

Accumulated
Amortisation
upto 31st
March, 2014

4,365.63
3,645.10

6.37
5.69
292.87
253.20
3,833.18
3,193.35
32.85
26.87
79.19
69.51
12.20
6.83
108.97
89.65

Accumulated
Depreciation
upto 31st
March, 2014

817.15
678.85

1.08
0.68
41.36
39.77
681.50
582.17
15.96
6.48
18.90
9.74
4.81
5.37
53.54
34.64

Depreciation
for
2014-2015

157.75
184.54

4.25
3.93

19.48
16.63

0.52
134.02
163.46

Amortisation as Amortisation
per transitional
for
provision
20142015
specied in
Schedule II of the
Companies Act,
2013

53.67

3.21

32.09

13.02

3.30

2.05

Depreciation as
per transitional
provision
specied in
Schedule II of the
Companies Act,
2013

56.00
61.19

0.24
0.13
34.95
40.70
0.59
0.84
1.24
0.98

18.98
18.54

Deductions
and
adjustments
of
Depreciation

157.11

29.50

13.83

113.78

82.69
190.93

22.20
87.08

2.58
1.03
57.91
102.82

Deductions
Accumulated
Amortisation/
and
adjustment on adjustments
Assets acquired
of
through Scheme Amortisation
of Arrangement

102.87

0.03

98.36

0.34

0.92

3.22

Accumulated
Depreciation/
adjustment on
Assets acquired
through Scheme
of Arrangement

Rupees crores

Rupees crores

5,795.44
5,706.30

267.22
264.62
100.05
56.97
1,176.98
1,132.41
3,893.55
3,855.82
38.16
54.19
76.28
86.00
86.45
91.26
156.75
165.03

628.60
553.54

37.68
33.43

54.13
56.85

2.58
536.79
460.68

134.02
170.65

5.12
5.90

19.40
18.53

109.50
146.22

Accumulated Net Balance as

Amortisation at 31st March,
upto 31st
2015
March, 2015

5,180.45
4,365.63

7.45
6.37
337.20
292.87
4,511.82
3,833.18
61.24
32.85
100.15
79.19
17.01
12.20
145.58
108.97

Accumulated Net Balance as

Depreciation at 31st March,
upto 31st
2015
March, 2015

Notes :
(a) Other adjustments during the year comprise of difference in exchange and interest capitalised.
(b) Buildings include Rs. * crores (2014 : Rs. * crores) being the value of shares in co-operative housing societies.
(c) (i) The depreciation charge for the year reected above includes an amount of Rs. Nil crores (2014 : Rs. 0.05 crores), representing depreciation on the increase due to revaluation of Land and Buildings transferred from the Revaluation
Reserve.
(ii) In accordance with the requirements of Companies Act, 2013, the company has effective 1st April, 2014:

Discontinued the policy of charging Revaluation Reserve Account with annual depreciation on that revalued portion.

Reviewed and revised the estimated useful lives of its xed assets generally in accordance with the provisions of Schedule II of the Act(refer Note 1B (b)(ii)).
(iii) Consequent to the above:

In respect of assets, whose useful life is exhausted as at 1st April, 2014, the related carrying amount aggregating to Rs 35.43 crores (net of deferred tax of Rs 18.24 crores) has been adjusted against opening balance of Surplus in
the Statement of Prot and Loss.

The Depreciation charge for the current year ended March 31, 2015 is higher by Rs. 107.61 crores.
(d) Intangible - Others include congeries of rights etc.
* denotes amounts less than Rs. 50,000
Current year gures are in bold.

Development Expenditure
Internally Generated........

Technical Knowhow .........

Additions
during the
year

Cost/
Professional
valuation as
at 31st March,
2014

Description of Assets

505.96

0.66

488.54

1.71

3.83

11.22

Acquisition
through
Scheme of
Arrangement

(B) Intangible Assets (acquired, unless otherwise stated) :

Vehicles..............................

Aircraft ..............................

Furniture and Fixtures .....

Ofce Equipment .............

Plant and Equipment .......

Buildings ............................

Land Leasehold .............

Land Freehold................

Description of Assets

(A) Tangible Assets :

12. Fixed Assets :

MAHINDRA & MAHINDRA LIMITED

149

13. (A) Non Current Investments : (contd.)

2015

2014

Long Term

Long Term

Face Value
Per Unit
(Rupees)

Number

Rupees crores

Number

Rupees crores

10

4,84,98,462

436.82

4,39,98,462

391.82

Investments (At Cost, unless otherwise specied) :

Investments in Equity Instruments (Trade and fully paid-up unless
otherwise specied) :
Unquoted
(i)

In Subsidiary Companies
Mahindra Engineering and Chemical Products Limited ..........................
Mahindra Intertrade Limited [including 1,50,00,000 shares partly
paid-up Rs. 3 per share] .............................................................................

10

2,71,00,006

16.60

2,71,00,006

16.60

Mahindra USA Inc. [previous year face value per unit US $ 0.10] .........

US $ 0.25

5,60,00,000

66.37

14,00,00,000

66.37

Mahindra Gujarat Tractor Limited .............................................................

Mahindra Shubhlabh Services Limited ......................................................

Mahindra First Choice Wheels Limited ......................................................

16,83,218

3.55

89,12,400

9.08

3,35,96,424

45.83

3,47,77,255

47.44

42,22,250

19.26

42,22,250

19.26

ZAR 1

5,20,00,000

28.54

5,20,00,000

28.54

10

81,26,218

59.96

US $ 1

10,15,39,039

505.75

8,79,02,525

422.30

10

7,40,000

0.31

7,40,000

0.31

0.20

114,79,25,600

74.12

114,79,25,600

74.12
962.25

Mahindra Automobile Distributor Private Limited .................................

Mahindra Trucks and Buses Limited ..........................................................

3.55
12.37

10

Mahindra Engineering Services Limited ....................................................

Mahindra Overseas Investment Company (Mauritius) Limited ..............

16,83,218
1,22,12,400

US $ 0.001

Bristlecone Limited ......................................................................................

Mahindra & Mahindra South Africa (Proprietary) Limited .....................

10
10

Mahindra Vehicle Manufacturers Limited ...............................................

10

96,22,50,000

962.25

96,22,50,000

Mahindra Logistics Limited .........................................................................

10

5,14,78,330

51.48

5,39,06,123

53.91

Mahindra Heavy Engines Private Limited ................................................

10

50,80,00,000

439.28

32,80,00,000

259.28

Mahindra Aerospace Private Limited.........................................................

10

15,35,34,824

289.94

12,36,97,041

231.64

Mahindra First Choice Services Limited .....................................................

10

19,19,00,000

191.90

13,87,70,000

138.77

Mahindra Gears International Limited .....................................................

EURO 1

2,30,00,001

153.13

Mahindra Holdings Limited ........................................................................

10

9,65,86,534

96.59

6,12,49,999

61.25

Mahindra Consulting Engineers Limited ...................................................

10

11,51,000

1.25

11,51,000

1.25

NBS International Limited ...........................................................................

10

50,490

5.07

50,490

5.07

Mahindra Two Wheelers Limited ...............................................................

Mahindra Automotive Australia Pty. Limited ...........................................

10

186,20,97,350

1,862.10

111,35,11,969

1,113.51

AUD 1

45,75,000

21.16

45,75,000

21.16

Defence Land Systems India Limited (formerly known as Defence

Land Systems India Private Limited) .........................................................

10

11,10,00,000

111.00

6,29,00,000

62.90

Mahindra Reva Electric Vehicles Private Limited ....................................

10

2,70,20,466

380.16

2,39,43,542

340.16

Mahindra Defence Systems Limited ...........................................................

10

71,69,294

74.65

42,53,467

30.65

Mahindra Investments (India) Private Limited ........................................

10

8,00,56,580

56.44

10

51,00,000

214.33

5,100,000

214.33

10

50,000

0.05

50,000

0.05

50,000

0.05

Mahindra Sanyo Special Steel Private Limited .........................................

Mahindra 'Electoral Trust' Company .........................................................

Mahindra HZPC Private Limited (formerly known as Mahindra
Investments (International) Private Limited) ...........................................

10

47,30,000

4.73

Mriyalguda Farm Solution Limited.............................................................

10

3,59,865

0.36

Swaraj Automotives Limited .......................................................................

10

17,06,925

18.28
5,934.10

(ii)

In Associate Companies
Ofcemartindia.com Limited ......................................................................
Mahindra Construction Company Limited ................................................
Mega One Stop Farm Services Limited ......................................................
Mriyalguda Farm Solution Limited ...........................................................
Kota Farm Services Limited .........................................................................
Mahindra & Mahindra Contech Limited....................................................
PSL Media & Communications Limited ......................................................

10
10
10
10
10
10
5

7,49,997
9,00,000
3,51,000

0.22
0.97
0.35

2,73,420
35,000
19,750

0.27
0.04
0.01
1.86

150

4,845.15

7,49,997
9,00,000
3,51,000
3,37,500
2,73,420
35,000
19,750

0.22
0.97
0.35
0.34
0.27
0.04
0.01
2.20

MAHINDRA & MAHINDRA LIMITED

13. (A) Non Current Investments : (contd.)

(iii) In Joint Venture Company

Mahindra Sona Limited ...............................................................................

2015

2014

Long Term

Long Term

Face Value
Per Unit
(Rupees)

Number

Rupees crores

Number

Rupees crores

10

13,10,000

1.64

13,10,000

1.64

1.64

(iv)

1.64

In Other Companies (Non-trade and fully paid-up unless otherwise

specied)
Montreal Engineering International Limited............................................
Machinery Manufacturers Corporation Limited.......................................

100
+

Judricks (India) Private Limited ..................................................................

312

312

10

8,55,646

10

1,00,000

0.94

8,55,646

0.94

0.10

1,00,000

0.10

NTTF Industries Limited...............................................................................

10

75,000

0.15

75,000

0.15

Indian NGOs.com Private Limited ..............................................................

10

50,000

0.06

50,000

0.06

Sixth Sense Studios Private Limited ..........................................................

10

20,000

0.02

20,000

0.02

Utility Engineers (India) Limited ................................................................

10

2,85,000

0.28

2,85,000

0.28

10

5,00,000

0.09

5,00,000

0.09

10

75,00,000

7.50

75,00,000

7.50
0.58

Business Standard Limited ..........................................................................

New Tirupur Area Development Corporation Limited ............................

Triton Overwater Transport Agency Limited ............................................

10

4,98,000

0.58

4,98,000

Hadoti Krishi Vihar Private Limited ...........................................................

100

1,000

0.01

1,000

0.01

Harsolia Agri Sales and Services Private Limited......................................

10

30,000

0.03

30,000

0.03

Yadgiri Farm Solutions Private Limited .....................................................

100

200

200

Srinivasa Farm Solutions Private Limited...................................................

10

2,000

2,000

Farm Vision Agri-Tech Private Limited.......................................................

10

15,180

0.01

15,180

0.01

Sowbhagya Krishi Vikas Private Limited ...................................................

10

20,000

0.02

20,000

0.02

Bhuvi Care Private Limited ..........................................................................

100

1,800

0.02

1,800

0.02

Richeld Crop Solutions India Private Limited .........................................

10

6,000

0.01

6,000

0.01

Covai Crop Care India Private Limited ......................................................

10

6,000

0.01

6,000

0.01

Manjara Agri Tech Private Limited.............................................................

10

8,000

0.01

8,000

0.01

10

19,45,867

1.95

19,45,867

1.95

10

1,000

11.79

11.79

Sai Wardha Power Limited : Class 'A' Equity Shares (formerly known as
Wardha Power Company Limited) (Trade Investment) ...........................

New Democratic Electoral Trust ................................................................

Others ............................................................................................................

Quoted
(i)

In Subsidiary Companies
Mahindra Lifespace Developers Limited ...................................................

10

2,08,46,126

276.94

2,08,46,126

276.94

Mahindra & Mahindra Financial Services Limited ...................................

29,12,07,660

150.91

29,12,07,660

150.91

Mahindra Ugine Steel Company Limited .................................................

10

1,64,66,789

49.26

Mahindra Holidays & Resorts India Limited ............................................

10

6,65,85,642

27.46

6,65,85,642

27.46

KRW 5000

9,99,64,502

2,133.94

9,99,64,502

2,133.94

EPC Industrie Limited .................................................................................

10

1,51,44,433

77.75

1,51,44,433

77.75

Swaraj Automotives Limited ......................................................................

10

17,06,925

18.28

Ssangyong Motor Company (Listed on a Stock Exchange outside India)

2,667.00

2,734.54

* denotes amounts less than Rs. 50,000

151

13. (A) Non Current Investments : (contd.)

Face Value
Per Unit
(Rupees)
(ii)

2015

2014

Long Term

Long Term

Number

Rupees crores

Number

Rupees crores

In Associate Companies
Swaraj Engines Limited................................................................................
Mahindra CIE Automotive Limited.............................................................

Tech Mahindra Limited ................................................................................

10

41,26,417

1.63

41,26,417

1.63

10

6,52,71,407

531.48

2,96,109

5.18

25,62,48,704

1,003.98

6,06,76,252

644.68

1,537.09

651.49

(iii) In Other Companies (Non-trade and fully paid-up)

Jardine Henderson Limited .........................................................................

100

25

25

IDBI Bank Limited.........................................................................................

10

2,85,440

2.29

2,85,440

2.29

Investments in Equity Instruments

2.29

2.29

10,155.77

8,249.10

Investments in Preference Shares (Trade and fully paid-up unless otherwise

specied) :
Unquoted
(i)

In Subsidiary Companies
Series 'A' Preference Shares : Bristlecone Limited....................................

US $ 0.001

77,75,147

31.72

70,00,000

31.72

Series 'B' Preference Shares : Bristlecone Limited ...................................

US $ 0.001

69,20,000

15.13

69,20,000

15.13

10

50,00,000

5.00

5% Non Cumulative Compulsory Convertible Preference Shares :

Mahindra Aerospace Private Limited.........................................................

51.85

(ii)

46.85

In Associate Company
10.00% Non-Cumulative Redeemable Participating Preference Shares :
Mahindra Construction Company Limited ................................................

100

5,40,000

5.40

5,40,000

5.40

5.40
5.40

(iii) In Other Companies (Non-trade and fully paid-up unless otherwise

specied)
4.00% Tax-free Cumulative Preference Shares : Machinery
Manufacturers Corporation Limited ..........................................................

11.00% Redeemable Preference Shares : Sixth Sense Studios Private

Limited...........................................................................................................
8.00% Non Cumulative Redeemable Preferred Stock : Prana Holdings
Inc. USA .........................................................................................................

0.01% Class 'A' Redeemable Preference Shares : Sai Wardha Power

Limited (formerly known as Wardha Power Company Limited) (Trade
Investment) ...................................................................................................

Investments in Preference Shares ........................................................................

* denotes amounts less than Rs. 50,000

152

100

2,296

0.02

2,296

0.02

100

1,78,000

1.78

1,78,000

1.78

23,00,423

13.83

23,00,423

13.83

24,54,133

2.45

24,54,133

2.45

10

18.08

18.08

75.33

70.33

MAHINDRA & MAHINDRA LIMITED

13. (A) Non Current Investments : (contd.)

Face Value
Per Unit
(Rupees)

2015

2014

Long Term

Long Term

Number

Rupees crores

Number

Rupees crores

12,000^

12,000^

Investments in Government/Trust Securities :

Unquoted, other than Trade
(i)

Government Securities
6 Years National Savings Certicates ........................................................

(ii)

Sunrise Initiatives Trust................................................................................

114.30

107.34

M&M Benet Trust ......................................................................................

1,459.77

1,459.77

Mahindra World Motor Driving School Trust ...........................................

0.01

0.01

M&M Fractional Entitlement Trust ............................................................

0.01

0.01

1,574.09

1,567.13

1,574.09

1,567.13

Trust Securities

Investments in Government/Trust Securities ......................................................

Investments in Debentures/Bonds (Non-trade and fully paid-up unless
otherwise specied) :
Unquoted
In Other Company
0.50% Bond The East India Clinic Limited ...........................................................

100

13

13

Investments in Debentures/Bonds .......................................................................

Total Non Current Investments (Gross) ..............................................................

Less : Provision for diminution in value of investments ....................................

11,805.19
(432.45)

9,886.56
(98.83)

Total Non Current Investments (Net) ...................................................................

11,372.74

9,787.73

Other Disclosures
(i) Aggregate amount of quoted investments (Gross) .................................

4,206.38

3,388.32

Market Value of quoted investments (includes Rs. 5,111.76 crores

(2014 : Rs. 4,892.66 crores) in respect of investment listed on a Stock
Exchange outside India) ..............................................................................

33,312.06

26,208.49

Aggregate amount of unquoted investments (Gross) ............................

7,598.81

6,498.24

(ii)

Notes :
@
Shares (unquoted) in other companies comprise :
#
The United Spices Importers Limited (Equity 'B' Shares) ..............
#
Engineering & Metal Works, Tehran ................................................

100
Rials 16,667

21
74

*
*
*

Written off to Re. 1

Equity investments in these companies carry certain restrictions on transfer of shares due to contractual or regulatory restrictions

Total Face Value

denotes amounts less than Rs. 50,000

21
74

*
*
*

153

13. (B) Current Investments (At Cost, unless otherwise specied) : (contd.)
2015

2014

Face Value Per

Unit (Rupees)

Number

Rupees crores

Number

Rupees crores

10

900

900

Investments in Equity Instruments (Non-trade and fully paid-up) :

Quoted
In Other Company
Power Trading Corporation of India Limited.............................................
Investments in Equity Instruments.......................................................................

Investments in Government Securities :

Quoted
(i)

Government of India Securities ...................................................................

100

1,92,700

1.91

1,92,700

1.91

(ii)

1.44% Ination Indexed Government Stock, 2023 ...................................

100

10,00,000

10.87

10,00,000

10.33

12.78

12.24

Less : Adjustment of cost as lower than fair value, by category ............

(2.85)

(1.02)

Investments in Government Securities ..............................................................

9.93

11.22

Investments in Debentures/Bonds (Non-trade and fully paid-up) :

Quoted
In Others
6.70% Bond Indian Railway Finance Corporation Limited.......................

100,000

500

5.00

500

5.00

6.00% Bond Indian Railway Finance Corporation Limited ......................

100,000

1,000

10.00

6.30% Bond Indian Railway Finance Corporation Limited ......................

100,000

1,000

10.00

1,000

10.00

6.05% Bond Indian Railway Finance Corporation Limited ......................

100,000

500

5.00

500

5.00

6.32% Bond Indian Railway Finance Corporation Limited ......................

100,000

500

5.00

500

5.00

6.72% Bond Indian Railway Finance Corporation Limited.......................

100,000

1,000

10.00

1,000

10.00

8.20% Bond National Highway Authority of India...................................

1,000

1,23,619

12.37

1,23,619

12.37

47.37
Less : Adjustment of cost as lower than fair value, by category ............

Investments in Debentures/Bonds ......................................................................

57.37

(2.42)

47.37

54.95

47.37

54.95

Investments in Mutual Funds :

Quoted
L & T Mutual Fund - FMP - VII (January 507D A) - Dividend Payout ......

10

1,00,00,000

0.00

10.00
10.00

Unquoted
Axis Mutual Fund - Banking Debt Fund -Direct Plan- Growth................

1,000

1,95,833

25.00

Axis Mutual fund - Liquid Fund - Growth .................................................

1,000

8,07,733

125.00

10,56,901

150.00

Baroda Pioneer Mutual Fund - Treasury Advantage Fund -Plan BGrowth ...........................................................................................................

1,000

1,56,965

25.00

Birla Sun Life Mutual Fund - Floating Rate Fund Short Term Plan
-Growth- Regular Plan..................................................................................

100

1,07,55,695

200.00

BOI AXA Mutual Fund- Liquid Fund - Regular Plan- Growth..................

1,000

31,115

5.00

DSP BlackRock Mutual Fund- Liquidity Fund - Institutional Plan Growth ...........................................................................................................

200.01

1,000

10,01,310

HDFC Mutual Fund - Floating Rate Income Fund - Short Term Plan Direct Plan - Wholesale Option - Growth Option.....................................

10

2,09,65,767

50.00

ICICI Prudential Mutual Fund - Liquid Plan - Regular -Growth ...............

100

79,80,240

165.00

* denotes amount less than Rs. 50,000

154

MAHINDRA & MAHINDRA LIMITED

13. (B) Current Investments (At Cost, unless otherwise specied) : (contd.)
2015

2014

Face Value Per

Unit (Rupees)

Number

Rupees crores

Number

Rupees crores

ICICI Prudential Mutual Fund - Ultra Short Term Plan - Direct PlanGrowth ...........................................................................................................

10

2,45,93,159

35.00

IDFC Mutual Fund - Cash Fund - Growth- (Regular Plan) ........................

1,000

9,72,390

165.00

IDFC Mutual Fund - Money Manager Fund - Treasury Plan - Growth Direct Plan......................................................................................................

10

1,58,63,016

35.00

JM Financial Mutual Fund - Floater Long Term Fund - (Direct) - Growth

Option ............................................................................................................

10

1,17,26,354

25.00

Principal Mutual Fund - Cash Management Fund- Regular

Plan - Growth ................................................................................................

1,000

1,84,209

25.00

2,89,235

36.00

SBI Mutual Fund - Premier Liquid Fund - Regular Plan - Growth ...........

1,000

1,36,697

30.00

SBI Mutual Fund - Ultra Short Term Debt Fund - Direct Plan
- Growth .........................................................................................................

1,000

2,79,743

50.00

Sundaram Mutual Fund - Money Fund Regular Growth..........................

10

2,37,63,129

70.00

Sundaram Mutual Fund - Ultra Short Term Fund Direct Plan-Growth...

10

1,56,23,617

30.00

Tata Mutual Fund - Money Market Fund - Plan A - Growth ...................

1,000

6,82,404

150.00

Taurus Mutual Fund - Liquid Fund -Existing Plan- Super Institutional Growth ...........................................................................................................

1,000

1,65,405

25.00

Axis Mutual Fund - Banking Debt Fund - Direct Plan - Daily DividendReinvestment .................................................................................................

1,000

2,51,304

25.26

Baroda Pioneer Mutual Fund -Treasury Advantage Fund - Plan B Daily

Dividend - Reinvestment .............................................................................

1,000

1,00,050

10.06

Birla Sun Life Mutual Fund - Cash Plus - Growth - Regular Plan ...........

100

85,20,343

175.00

BNP Paribas Mutual Fund - Government Securities Fund Direct

Growth ...........................................................................................................

10

19,27,971

2.00

Deutsche Mutual Fund - Money Plus Fund - Direct Plan - Daily Dividend
- Reinvestment .............................................................................................

10

2,44,06,639

25.20

DSP BlackRock Mutual Fund - Government Securities Fund - Direct Plan

- Growth ........................................................................................................

10

4,96,054

2.00

Franklin Templeton Mutual Fund - Treasury Management Account

Super Institutional Plan - Daily Dividend Reinvestment .........................

1,000

9,16,369

175.00

HDFC Mutual Fund - Floating Rate Income Fund - Short Term Plan Wholesale Option - Direct Plan - Dividend Reinvestment .......................

10

2,49,64,206

25.17

HSBC Mutual Fund - Cash Fund -Growth ..................................................

1,000

7,82,258

100.00

ICICI Prudential Mutual Fund - Ultra Short Term - Direct Plan - Daily
Dividend ........................................................................................................

10

2,49,95,203

25.26

ICICI Prudential Mutual Fund - Long Term Gilt Fund - Direct Plan Growth ..........................................................................................................

10

4,74,702

2.00

IDBI Mutual Fund - Ultra Short Term Fund - Direct Plan - Daily Dividend
- Reinvestment .............................................................................................

1,000

98,497

10.05

IDFC Mutual Fund - Money Manager Fund - Treasury Plan - Daily

Dividend - (Direct Plan) ...............................................................................

10

2,49,74,824

25.15

JM Financial Mutual Fund - Floater Short Term Fund (Direct) - Daily

Dividend -Reinvestment ..............................................................................

10

99,80,359

10.07

Kotak Mahindra Mutual Fund - Gilt (Investment Regular) - Direct Plan

- Growth ........................................................................................................

10

4,62,865

2.00

L & T Mutual Fund - Ultra Short Term Fund Direct Plan - Daily Dividend
Reinvestment Plan .......................................................................................

10

2,43,96,488

25.19

155

13. (B) Current Investments (At Cost, unless otherwise specied) : (contd.)
2015

2014

Face Value Per

Unit (Rupees)

Number

Rupees crores

Number

Rupees crores

Pramerica Mutual Fund - Short Term Floating Rate Fund - Direct Plan Daily Dividend - Reinvestment ...................................................................

1,000

1,00,554

10.07

Religare Invesco Mutual Fund - Liquid Fund - Growth Plan ...................

1,000

8,51,587

150.00

Religare Invesco Mutual Fund -Ultra Short Term Fund- Direct Plan Daily
Dividend ........................................................................................................

1,000

2,50,702

25.22

Sundaram Mutual Fund - Ultra Short Term Fund -Direct Plan - Daily
Dividend ........................................................................................................

10

1,00,23,743

10.07

UTI Mutual Fund - Gilt Advantage Fund - LTP - Direct Plan - Growth ...

10

7,78,507

2.00

UTI Mutual Fund - Banking & PSU Debt Fund- Direct Plan - Dividend
Reinvestment ................................................................................................

10

2,50,30,174

25.17

Investments in Mutual Funds ................................................................................

1,435.01

1,047.94

Other Investments :
Certicate of Deposits
Unquoted
Allahabad Bank .............................................................................................

100,000

7,600

75.51

10,000

98.44

Andhra Bank ..................................................................................................

100,000

5,000

49.76

10,000

98.91

Axis Bank Limited..........................................................................................

100,000

10,000

98.72

Corporation Bank .........................................................................................

100,000

2,500

24.59

5,000

49.22

Punjab National Bank ...................................................................................

100,000

2,500

24.59

Bank of Maharashtra ....................................................................................

100,000

10,000

98.37

Indian Overseas Bank ..................................................................................

100,000

5,000

49.41

Oriental Bank of Commerce ........................................................................

100,000

2,500

24.57

State Bank of Mysore ..................................................................................

100,000

5,000

49.32

273.17

468.24

Less : Adjustment of cost as lower than fair value, by category ............

(0.06)

(0.23)

Investments in Certicate of Deposits ...............................................................

273.11

468.01

Total Current Investments ....................................................................................

1,765.42

1,592.12

Aggregate amount of quoted investments (Gross) ..................................

60.15

79.61

Market Value of quoted investments .........................................................

58.09

76.17

Aggregate amount of unquoted investments (Gross) .............................

1708.18

1,516.18

(iii) Aggregate excess of cost over fair value, by category ............................

2.91

3.67

Other Disclosures
(i)

(ii)

156

MAHINDRA & MAHINDRA LIMITED

14. Long Term Loans and Advances :

Rupees crores
2015
(A) Capital Advances :
Unsecured, considered good ....................................................................
Doubtful.......................................................................................................

583.35
2.99

Less : Provision for doubtful capital advances .......................................

(B) Security Deposits :
Unsecured, considered good ....................................................................
Doubtful.......................................................................................................

(C) Loans and Advances to Related Parties :

Unsecured, considered good ....................................................................
Doubtful.......................................................................................................

586.34
2.99

475.71
2.86

583.35

472.85

38.62
0.19

42.91
0.19
43.10
0.19

38.43

42.91

85.09
10.00

Less : Provision for doubtful loans and advances to related parties ....
(D) Other Loans and Advances :
Unsecured, considered good ....................................................................
Doubtful.......................................................................................................

472.85
2.86

38.43
0.19

Less : Provision for doubtful security deposits ........................................

252.02
10.00
95.09
10.00

262.02
10.00

85.09

252.02

2,525.39

Less : Provision for doubtful other loans and advances ........................

2014

2,250.34
0.04
2,525.39

2,250.38
0.04

2,525.39

2,250.34

3,232.26

3,018.12

(a) Long Term Loans and Advances to Related Parties includes :

(i) Share Application Money pending allotment Rs. 55 crores (2014 : Rs. 2.22 crores) to subsidiaries.
(ii) Fixed/Call deposits with/loans to limited companies Rs. Nil crores (2014 : Rs. 217.11 crores) including Rs. Nil crores (2014 : Rs. 217.11
crores) to subsidiary companies.
(iii) Capital Advances of Rs. 4.49 crores (2014 : Rs. 19.01 crores).
(iv) Loan to Director of Rs. 1.09 crores (2014 : Rs. Nil crores).
(b) Other Loans and Advances includes :
(i) Payment towards income-tax and surtax Rs. 457.72 crores (2014 : Rs. 448.84 crores).
(ii) MAT Credit entitlement Rs. 666.87 crores (2014 : Rs. 574.15 crores).
(iii) VAT receivable, other recoverable expenses and advances to employees.
(c) Loans given to employees as per the Companys policy are not considered for the purposes of disclosure under Section 186(4) of the
Companies Act, 2013.
15. Other Non-Current Assets :
Rupees crores
(i) Export Benets Receivable ...........................................................................................................
(ii) Others..............................................................................................................................................
Considered Good ....................................................................................................................................
Doubtful ..................................................................................................................................................
Less :
Provision for doubtful other non current assets ................................................................................

2015
121.60
2.97

2014
81.85
6.64

124.57

88.49

103.44
21.13

88.49

124.57

88.49

21.13

103.44

88.49

157

16. Inventories :
Rupees crores

(i)
(ii)
(iii)
(iv)
(v)
(vi)
(vii)

Raw Materials and Bought-out Components [includes in transit Rs. 83.16 crores
(2014 : Rs. 60.40 crores)] ...............................................................................................................
Work-in-Progress ............................................................................................................................
Finished Products Produced ........................................................................................................
Stock-in-Trade [includes in transit Rs. 37.49 crores (2014 : Rs. 45.72 crores)] .........................
Manufactured Components ..........................................................................................................
Stores and Spares ..........................................................................................................................
Tools ................................................................................................................................................

2015

2014

748.06
90.93
976.26
417.11
116.08
49.83
39.30

816.72
113.42
1,249.49
410.94
129.52
46.16
37.38

2,437.57

2,803.63

17. Trade Receivables :

Rupees crores
2015
(A) Outstanding for a period exceeding six months from the date they
are due for payment
Unsecured, considered good .....................................................................
Doubtful.......................................................................................................

56.36
46.14

2014

52.11
70.37

Less : Provision for doubtful trade receivables .......................................

102.50
46.14

122.48
70.37

(B) Others Unsecured, considered good.....................................................

56.36
2,501.67

52.11
2,457.73

2,558.03

2,509.84

18. Cash and Bank Balances :

Rupees crores
2015

2014

(A) Cash and Cash Equivalents :

Balances with Banks :
(i) On Current Accounts ........................................................................
(ii) Fixed Deposits with original maturity less than 3 months ............

239.39
286.12

Cheques, drafts on hand............................................................................

Cash on hand .............................................................................................

476.91
695.62
525.51
390.94
0.66

1,172.53
532.34
0.70

917.11

1,705.57

14.69

12.52

(B) Other Bank Balances :

Earmarked balances with banks ..............................................................
Balances with Banks :
(i) On Margin Accounts .........................................................................
(ii) Fixed Deposits with original maturity greater than 3 months* ...

6.94
1,126.03

7.60
1,224.70
1,132.97

1,232.30

1,147.66

1,244.82

2,064.77

2,950.39

* Includes deposits of Rs. Nil crores (2014 : Rs. 20.00 crores) with maturity greater than 12 months from Balance Sheet date

158

MAHINDRA & MAHINDRA LIMITED

19. Short Term Loans and Advances :

Rupees crores
2015

2014

(A) Loans and Advances to Related Parties :

Unsecured, considered good ....................................................................

207.13

316.47

Doubtful.......................................................................................................

10.57

10.61

Less : Provision for doubtful loans and advances to related parties ....

217.70

327.08

10.57

10.61

207.13

316.47

(B) Other Loans and Advances :

Unsecured, considered good ....................................................................

565.97

629.36

Doubtful.......................................................................................................

29.65

29.63

Less : Provision for doubtful other loans and advances .......................

595.62

658.99

29.65

29.63

565.97

629.36

773.10

945.83

(a) Loans and Advances to Related Parties includes Fixed/Call deposits with/loans to limited companies Rs. 201.36 crores (2014 : Rs. 296.92
crores) including Rs. 196.77 crores (2014 : Rs. 292.33 crores) to subsidiary companies.
(b) Loans and Advances to Related Parties includes loan to Director of Rs. Nil crores (2014 : Rs. 1.07 crores).
(c)

Other Loans and Advances also includes balances with government authorities, advance to suppliers, other recoverable expenses,
deposits and prepaid expenses.

20. Other Current Assets :

Rupees crores
2015

2014

Government Grant receivable ...............................................................................................................

135.03

123.62

Interest accrued ......................................................................................................................................

109.99

83.22

Hedging Instruments .............................................................................................................................

32.31

Other receivables including export benets .......................................................................................

290.10

256.52

535.12

495.67

Considered Good ....................................................................................................................................

529.32

487.11

Doubtful ..................................................................................................................................................

5.80

8.56

535.12

495.67

5.80

8.56

529.32

487.11

Less :
Provision for doubtful other current assets ........................................................................................

159

21. Revenue from Operations :

Rupees crores
2015

2014

Sale of Products ...................................................................................................

40,237.39

42,240.60

Sale of Services ...................................................................................................

341.91

334.44

Gross Revenue from Sale of Products and Services (Refer Note A below) ..

40,579.30

42,575.04

Other Operating Revenues :

Scrap Sales ...................................................................................................

123.84

136.65

(ii) Government Grant and Incentives (including export benets) ............

274.48

269.80

(iii) Others...........................................................................................................

155.49

138.69

(i)

Less : Excise Duty attributable to products sold..............................................

553.81

545.14

41,133.11

43,120.18

2,187.69

2,611.68

38,945.42

40,508.50

(A) Details of Gross Revenue from Sale of Products and Services :

Rupees crores
2015

2014

18,520.19

17,973.17

(ii) Vehicles Three Wheelers ...................................................................................................

836.66

877.10

(iii) Tractors...................................................................................................................................

11,114.83

12,402.57

(iv) Others.....................................................................................................................................

1,316.06

1,366.87

31,787.74

32,619.71

5,638.96

7,030.23

(ii) Tractors and Agricultural Implements ................................................................................

216.14

185.81

(iii) Spares* ...................................................................................................................................

2,216.47

2,015.50

(iv) Others.....................................................................................................................................

378.08

389.35

8,449.65

9,620.89

40,237.39

42,240.60

Sale of Products :
Manufactured Goods :
(i)

Vehicles Four Wheelers .....................................................................................................

Traded Goods :
(i)

Vehicles Four Wheelers .....................................................................................................

Sale of Products .............................................................................................................................

Sale of Services :
Annual Maintenance Contracts ...........................................................................................

155.96

196.94

(ii) Others.....................................................................................................................................

185.95

137.50

Sale of Services ..............................................................................................................................

341.91

334.44

Gross Revenue from Sale of Products and Services...................................................................

40,579.30

42,575.04

(i)

* Sale of goods shown consists of purchased and manufactured spares. The bifurcation of sales into purchased and manufactured spares
is not practicable.

160

MAHINDRA & MAHINDRA LIMITED

22. Other Income :

Rupees crores
2015

2014

(a) Interest Income :

(i)

(b)
(c)
(d)
(e)
(f)
(g)

Interest Long Term Investments ....................................................

32.81

(ii) Interest Current Investments..........................................................

4.75

5.54

(iii) Interest Others .................................................................................

215.29

198.38

Dividend on investments in subsidiaries ..................................................

Dividend on other long term investments...............................................
Dividend on current investments ..............................................................
Prot on sale of current investments (Net) .............................................
Prot on sale of tangible assets (Net)......................................................
Others...........................................................................................................

220.04
272.73
139.34
81.82
5.84
1.78
127.39

236.73
250.72
47.61
64.42

2.79
115.72

848.94

717.99

23. Cost of Materials Consumed :

Rupees crores
2015

2014

Opening Stock ........................................................................................................................................

Add : Purchases [including outside processing charges Rs. 551.90 crores (2014 : Rs. 566.80 crores)]

816.72
20,203.82

798.62
21,622.69

Add : Stock Transfer as per the Scheme of Arrangement/Business Transfer ..................................

Less : Closing Stock.................................................................................................................................

21,020.54

748.06

22,421.31
25.49
816.72

20,272.48

21,630.08

(A) Cost of Materials Consumed comprises the following :

Rupees crores

(i)
(ii)
(iii)
(iv)

Steel Items, paints and other materials .............................................................................

Tyres and Tubes .....................................................................................................................
Components other than Tyres and Tubes (including processing charges) .....................
Material handling and transportation charges etc. incurred on the above items not
separately allocable ..............................................................................................................

2015

2014

603.27
1,366.06
17,615.41

613.75
1,492.06
18,859.71

687.74

664.56

20,272.48

21,630.08

(B) Value of Imported and Indigenous Raw Materials and Components Consumed^ :
Rupees crores
2015

2014

Imported ...............................................................................................................................

539.80
2.66%

628.27
2.90%

(ii) Indigenous .............................................................................................................................

19,732.68
97.34%

21,001.81
97.10%

20,272.48
100.00%

21,630.08
100.00%

(i)

^ Includes items used for other than production, amount not ascertained.

161

24. Purchases of Stock-in-Trade :

Rupees crores
2015

2014
6,639.27

Vehicles Four Wheelers ..............................................................................................................

5,823.28

(ii) Tractors and Agricultural Implements .........................................................................................

179.28

141.26

(iii) Spares ..............................................................................................................................................

994.01

953.87

(iv) Others..............................................................................................................................................

362.80

342.52

7,359.37

8,076.92

(i)

25. Changes in Inventories of Finished Goods, Work-in-Progress, Stock-in-Trade and Manufactured Components :
Rupees crores
2015

2014

Opening Stock :
(i) Finished Products Produced.......................................................................

1,249.49

892.39

(ii) Work-in-Progress .........................................................................................

113.42

80.69

(iii) Stock-in-Trade ..............................................................................................

410.94

427.80

(iv) Manufactured Components .......................................................................

129.52

144.44
1,903.37

1,545.32

Add : Stock Transfer as per the Scheme of Arrangement/Business Transfer

Finished Products Produced.......................................................................

55.66

(ii) Work-in-Progress .........................................................................................

32.58

(i)

88.24

Less : Closing Stock :

Finished Products Produced.......................................................................

976.26

1,249.49

(ii) Work-in-Progress .........................................................................................

90.93

113.42

(iii) Stock-in-Trade ..............................................................................................

417.11

410.94

(iv) Manufactured Components .......................................................................

116.08

129.52

(i)

1,600.38

1,903.37

302.99

(269.81)

Excise duty on changes in inventories of nished goods ...............................

20.64

(4.86)

(Increase)/decrease in Stock ...............................................................................

323.63

(274.67)

Details of Opening and Closing Stock of Work-in-Progress :

Rupees crores
2015

2014

45.44
67.98

29.88
50.81

113.42

80.69

34.77
56.16

45.44
67.98

90.93

113.42

Opening Stock :
(i) Automotive .....................................................................................................................................
(ii) Farm Equipment .............................................................................................................................

Closing Stock :
(i) Automotive .....................................................................................................................................
(ii) Farm Equipment .............................................................................................................................

162

MAHINDRA & MAHINDRA LIMITED

26. Employee Benets Expense :

Rupees crores
Salaries, Wages, Bonus etc. ...................................................................................................................
Contribution to Provident and other funds ........................................................................................
Employee Stock Compensation Expense [Note 33] ............................................................................
Welfare ....................................................................................................................................................

2015

2014

1,884.12
213.05
35.07
184.69

1,749.67
178.63
56.14
179.28

2,316.93

2,163.72

27. Finance Costs :

Rupees crores
Interest Expense ....................................................................................................................................
Discounting Charges .............................................................................................................................
Other Borrowing Costs .........................................................................................................................

2015

2014

156.59
53.68
4.03

191.42
63.60
4.20

214.30

259.22

28. Depreciation and Amortisation Expense :

Rupees crores
Depreciation on Tangible Assets .........................................................................................................
Amortisation on Intangible Assets .......................................................................................................

2015

2014

817.15
157.75

678.80
184.54

974.90

863.34

29. Other Expenses :

Rupees crores

Stores consumed ..................................................................................................

Tools consumed ...................................................................................................
Power and fuel ...................................................................................................
Rent including lease rentals ..............................................................................
Rates and taxes ..................................................................................................
Insurance ..............................................................................................................
Repairs and Maintenance :
Buildings ...........................................................................................................
Machinery .........................................................................................................
Others ...............................................................................................................
Advertisement .....................................................................................................
Service coupon.....................................................................................................
Freight outward...................................................................................................
Sales promotion expenses ..................................................................................
Dealer and other sales incentives ......................................................................
Donations and contributions .............................................................................
Excess of carrying cost over fair value of current investments (Net) ...................
Provision for doubtful debts/advances (Net) ..................................................
Loss on sale of current investment ...................................................................
Miscellaneous expenses ......................................................................................

2015

2014

138.61
41.18
222.41
87.84
26.51
32.06

144.43
38.01
221.35
76.73
27.74
33.40

31.34
180.96
93.26

36.88
168.14
81.61
305.56
332.99
72.66
641.15
242.99
684.78
58.16
(0.76)
(5.79)

1,720.22

286.63
312.53
92.39
643.84
218.44
605.61
26.97
3.57
6.09
0.69
1,555.86

4,600.57

4,294.28

163

29. Other Expenses : (contd.)

(a) Repairs and Maintenance to machinery includes machinery spares consumed Rs. 45.71 crores (2014 : Rs. 47.47 crores) but does not include
items included under Consumption of Raw Materials and Bought-out Components and amounts charged to salaries and wages (amounts
not ascertained).
Value of Imported and Indigenous Spare Parts consumed is as follows :
Rupees crores
(i)

Imported ................................................................................................................................

(ii) Indigenous .............................................................................................................................

2015
2.66
5.82%
43.05
94.18%

2014
2.48
5.22%
44.99
94.78%

45.71
100.00%

47.47
100.00%

(b) Donations and contributions include contribution to :

Rupees crores

(a)
(b)
(c)
(d)
(e)

(c)

Indian National Congress

Bhartiya Janata Party
Shiv Sena
Nationalist Congress Party
Maharashtra Navnirman Sena

2015

2014

5.00
5.00
1.00
1.00
0.50

12.50

Miscellaneous Expenses include :

Amounts paid/payable to Auditors (Net of service tax where applicable) :
Rupees crores

(i)

Audit Fees ..............................................................................................................................

(ii) Taxation Matters ...................................................................................................................

(iii) Other Services .......................................................................................................................
(iv) Reimbursement of expenses................................................................................................

Statutory Auditors

Cost Auditors

2.26
2.09
0.71
0.29
1.53
0.53
0.01
0.02

0.12

0.01

4.51
2.93

0.01
0.12

The above includes amounts paid/payable for professional services rendered by rm in which some of the partners of the statutory
auditors rm are partners Rs. 0.32 crores (2014 : Rs. Nil crores).
Current year gures are in bold
* denotes amounts less than Rs. 50,000.
(d) Other expenses includes expenditure incurred on Corporate Social Responsibilty(CSR) under section 135 of the Companies Act, 2013
Rs. 83.24 crores.
30. Interest capitalised during the year on qualifying assets Rs. 26.12 crores (2014 : Rs. 5.94 crores).
31. Employee Benets :
General description of dened benet plans :
Gratuity
The Company operates a gratuity plan covering qualifying employees. The benet payable is the greater of the amount calculated as per the
Payment of Gratuity Act or the Company scheme applicable to the employee. The benet vests upon completion of ve years of continuous
service and once vested it is payable to employees on retirement or on termination of employment. In case of death while in service, the
gratuity is payable irrespective of vesting. The Company makes annual contribution to the group gratuity scheme administered by the Life
Insurance Corporation of India through its Gratuity Trust Fund.

164

MAHINDRA & MAHINDRA LIMITED

Post retirement medical

The Company provides post retirement medical cover to select grade of employees to cover the retiring employee and their spouse upto a specied
age through mediclaim policy on which the premiums are paid by the Company. The eligibility of the employee for the benet as well as the
amount of medical cover purchased is determined by the grade of the employee at the time of retirement.
Post retirement housing allowance
The Company operates a post retirement benet scheme for a certain grade of employees in which a monthly allowance determined on the basis
of the last drawn basic salary at the time of retirement, is paid to the retiring employee in lieu of housing.
Dened benet plans as per actuarial valuation on 31st March, 2015
Funded Plan
Gratuity

I.

II.

III.

IV.

V.

2015
2014
Expense recognised in the Statement of Prot and Loss for the year
ended 31st March
1. Current service cost .............................................................................
36.58
32.53
38.27
2. Interest cost .........................................................................................
49.46
3. Expected return on plan assets .........................................................
(25.86)
(25.47)
4. Actuarial (Gain)/Loss ...........................................................................
37.44
27.11
5. Total expense included in Employee Benets Expense ..................
97.62
72.44
6. Actual return on plan assets ..............................................................
34.91
32.13
Net Asset/(Liability) recognised in the Balance Sheet as at 31st March
641.47
554.19
1. Present value of dened benet obligation as at 31st March .......
413.02
374.00
2. Fair value of plan assets as at 31st March .........................................
3. Surplus/(Decit) ...................................................................................
(180.19)
(228.45)
4. Current portion of the above ............................................................
(52.96)
(33.09)
5. Non current portion of the above ....................................................
(147.10)
(175.49)
Change in the obligation during the year ended 31st March
1. Present value of dened benet obligation at the beginning of
the year ................................................................................................
554.19
479.14
2. Add/(Less) on account of Scheme of Arrangement/Business
Transfer .................................................................................................

5.70
3. Current service cost .............................................................................
36.58
32.53
4. Interest cost .........................................................................................
49.46
38.27
5. Actuarial (Gain)/Loss ...........................................................................
46.49
33.77
6. Benet payments ................................................................................
(45.25)
(35.22)
7. Present value of dened benet obligation at the end of the year
641.47
554.19
Change in fair value of assets during the year ended 31st March
1. Fair value of plan assets at the beginning of the year ...................
374.00
352.82
2. Add/(Less) on account of Scheme of Arrangement/Business
Transfer .................................................................................................

2.56
3. Expected return on plan assets .........................................................
25.86
25.47
4. Actuarial Gain/(Loss) ...........................................................................
9.05
6.66
5. Contributions by employer (including benet payments
recoverable) .........................................................................................
49.36
21.71
6. Benet payments ................................................................................
(45.25)
(35.22)
7. Fair value of plan assets at the end of the year..............................
413.02
374.00
8. Actual return on plan assets ..............................................................
34.91
32.13
The Major categories of plan assets as percentage of total plan
Insurer managed funds*............................................................................. 100.00% 100.00%

Rupees crores
Unfunded Plans
Post retirement
Post retirement
housing allowance
medical
2015
2015
2014
2014

0.88
1.50

2.65
5.03

0.91
1.28

(0.90)
1.29

2.04
3.05

5.79
10.88

2.08
2.64

(3.04)
1.68

20.36

(20.36)
(0.56)
(19.80)

15.90

(15.90)
(0.54)
(15.36)

42.00

(42.00)
(1.01)
(40.99)

32.13

(32.13)
(1.01)
(31.12)

15.90

15.28

32.13

31.46

0.88
1.50
2.65
(0.57)
20.36

(0.10)
0.91
1.28
(0.90)
(0.57)
15.90

2.04
3.05
5.79
(1.01)
42.00

2.08
2.64
(3.04)
(1.01)
32.13

0.57
(0.57)

0.57
(0.57)

1.01
(1.01)

1.01
(1.01)

VI.

Actuarial assumptions
1. Discount rate........................................................................................
8.00%
9.05%
8.00%
9.05%
8.00%
9.05%
2. Expected rate of return on plan assets ............................................
7.50%
7.50%

7.00%
7.00%
7.00%
7.00%

3. Attrition rate........................................................................................
4. Medical premium ination .................................................................

7.00%
7.00%

* In the absence of detailed information regarding plan assets which is funded with Insurance Companies, the composition of each major category
of plan assets, the percentage or amount for each category to the fair value of plan assets has not been disclosed.

165

Rupees crores
VII.

Effect of one percentage point change in the assumed medical

ination rate

1.

2.

One percentage point increase

in medical ination rate

One percentage point decrease

in medical ination rate

2015

2014

2015

2014

Effect on the aggregate service and interest cost of post

employment medical benets ..........................................................

0.47

0.39

(0.39)

(0.32)

Effect on the accumulated post employment medical benets

obligation ............................................................................................

2.93

2.15

(2.45)

(1.81)

VIII. Experience Adjustments

Period Ended
2015

2014

2013

2012

2011

Gratuity
1.

Dened Benet Obligation ...............................................................

641.47

554.19

479.14

430.04

383.18

2.

Fair value of plan assets ....................................................................

413.02

374.00

352.82

326.66

293.80

3.

Surplus/(Decit) ..................................................................................

(228.45)

(180.19)

(126.32)

(103.38)

(89.38)

4.

Experience adjustment on plan liabilities [(Gain)/Loss] .................

(7.22)

74.57

6.82

19.64

16.23

5.

Experience adjustment on plan assets [Gain/(Loss)] ......................

9.05

6.66

6.82

8.85

4.43

Post retirement medical

1.

Dened Benet Obligation ...............................................................

20.36

15.90

15.28

13.59

14.09

2.

Plan assets ...........................................................................................

3.

Surplus/(Decit) ..................................................................................

4.

Experience adjustment on plan liabilities [(Gain)/Loss] .................

(20.36)
0.13

(15.90)

(15.28)

(13.59)

(14.09)

1.35

(0.60)

(0.16)

(0.36)

Post retirement housing allowance

1.

Dened Benet Obligation ...............................................................

42.00

32.13

31.46

24.95

16.18

2.

Plan assets ...........................................................................................

3.

Surplus/(Decit) ..................................................................................

(42.00)

(32.13)

(31.46)

(24.95)

(16.18)

4.

Experience adjustment on plan liabilities [(Gain)/Loss] .................

1.56

0.75

2.55

6.28

(1.41)

The expected rate of return on plan assets is based on the average long term rate of return expected on investments of the fund during the
estimated term of obligation.
The estimate of future salary increases, considered in actuarial valuation, takes account of ination, seniority, promotion and other relevant
factors, such as supply and demand in the employment market.
The Companys contribution to Provident Fund and Superannuation Fund aggregating Rs. 115.12 crores (2014 : Rs. 106.03 crores) has been
recognised in the Statement of Prot and Loss under the head Employee Benets Expense.

166

MAHINDRA & MAHINDRA LIMITED

32. Provision :
(a) Provision for warranty relates to warranty provision made in respect of sale of certain products, the estimated cost of which is accrued
at the time of sale. The products are generally covered under a free warranty period ranging from 6 months to 5 years.
(b) The movement in provision for warranty is as follows :
Rupees crores
2015

2014

Balance as at 1 April...................................................................................................................

338.54

Add : on account of Scheme of Arrangement/Business Transfer ...........................................

Add : Provision made during the year .......................................................................................

295.64

257.02

Less : Utilisation during the year ................................................................................................

264.00

264.29

370.18

338.54

Classied as Non Current ............................................................................................................

176.84

143.56

Classied as Current .....................................................................................................................

193.34

194.98

370.18

338.54

st

st

Balance as at 31 March ..............................................................................................................

320.39
25.42

Out of the above,

33. The Company has allotted 55,24,219 Ordinary (Equity) Shares of Rs. 10 each, 10,00,000 Ordinary (Equity) Shares of Rs. 10 each, 1,73,53,034
Ordinary (Equity) Shares of Rs. 5 each, 19,11,628 Ordinary (Equity) Shares of Rs. 5 each and 52,00,000 Ordinary (Equity) Shares of Rs. 5 each
in the years ended 31st March, 2002, 31st March, 2010, 31st March, 2011, 31st March, 2014 and 31st March, 2015 respectively to the Mahindra
& Mahindra Employees Stock Option Trust set up by the Company. The trust holds these shares for the benet of the employees and issues
them to the eligible employees as per the recommendation of the Compensation Committee.
Options granted under Mahindra & Mahindra Limited Employees Stock Option Scheme - 2000 ("2000 Scheme") vest in 4 equal installments
on the expiry of 12 Months, 24 Months, 36 Months and 48 Months from the date of grant. The options may be exercised on any day over
a period of ve years from the date of vesting. Number of vested options exercisable is subject to a minimum of 50 or number of options
vested whichever is lower.
Options granted under Mahindra & Mahindra Limited Employees Stock Option Scheme - 2010 ("2010 Scheme") vest in 5 equal installments
on the expiry of 12 Months, 24 Months, 36 Months, 48 Months and 60 Months from the date of grant. The options may be exercised on any
day over a period of 6 Months from the date of vesting. Number of vested options exercisable is subject to a minimum of 50 or number of
options vested whichever is lower.
The compensation costs of stock options granted to employees are accounted by the Company using the intrinsic value method.
Summary of stock options
No. of stock
options

Weighted average
exercise price (Rs.)

Options outstanding on 1st April, 2014 ............................................................................................

52,06,075

144.50

Options granted during the year .....................................................................................................

Options forfeited/lapsed during the year .......................................................................................

1,87,004

88.46

Options exercised during the year ...................................................................................................

15,99,799

137.50

Options outstanding on 31st March, 2015 .......................................................................................

34,19,272

150.84

Options vested but not exercised on 31st March, 2015 ..................................................................

19,97,638

251.33

Average share price on the date of exercise of the options are as under
Date of exercise
21st April, 2014 - 24th March, 2015 ....................................................................................................

Weighted average
share price (Rs.)
1,230.52

167

Information in respect of options outstanding as at 31st March, 2015

Range of exercise price

Number of options

Weighted average
remaining life

Rs. 5.00 ................................................................................................................................................

18,10,963

1.52 Years

Rs. 250.00 ............................................................................................................................................

7,81,137

2.37 Years

Rs. 308.00 Rs. 310.00.......................................................................................................................

76,453

0.49 Years

Rs. 381.00 ............................................................................................................................................

5,31,546

1.33 Years

Rs. 362.00 ............................................................................................................................................

1,99,173

3.26 Years

Rs. 662.00 ............................................................................................................................................

20,000

4.98 Years

Salaries, wages, bonus etc. includes Rs. 35.07 crores (2014 : Rs. 56.14 crores) being the amortisation of deferred employee compensation,
after adjusting for reversals on account of options forfeited due to non fullment of vesting conditions. The amount excludes Rs. 2.68 crores
(2014 : Rs. 2.55 crores) charged to its subsidiaries for options issued to their employees.
Had the Company adopted fair value method in respect of options granted on or after 1st April, 2005, the employee compensation cost would
have been lower by Rs. 1.94 crores, Prot after tax higher by Rs. 1.94 crores and the basic and diluted earnings per share would have been
higher by Rs. 0.03 & Rs. 0.03 respectively.
34. Contingent Liability & Commitments :
(A) Contingent Liability :
(a) Guarantees given by the Company :
Rupees crores
Amount of guarantees

For other companies ...............................................................

Outstanding amounts against

guarantees

2015

2014

2015

2014

1,344.48

896.53

1,281.98

831.20

(b) Claims against the Company not acknowledged as debts comprise of :

(i)

Excise Duty, Sales Tax and Service Tax claims disputed by the Company relating to issues of applicability and classication
aggregating Rs. 2,003.26 crores before tax (2014 : Rs. 1,750.77 crores before tax).

(ii) Other matters (excluding claims where amounts are not ascertainable) : Rs. 28.53 crores before tax (2014 : Rs. 28.49 crores
before tax).
(c)

Taxation matters :
(i)

Demands against the Company not acknowledged as debts and not provided for, relating to issues of deductibility and
taxability in respect of which the Company is in appeal and exclusive of the effect of similar matters in respect of assessments
remaining to be completed :
Income-tax : Rs. 526.49 crores (2014 : Rs. 495.58 crores).

(ii) Items in respect of which the Company has succeeded in appeal, but the Income-tax Department is pursuing/likely to pursue
in appeal/reference and exclusive of the effect of similar matters in respect of assessments remaining to be completed :
Income-tax matters : Rs. 153.65 crores (2014 : Rs. 155.22 crores).
Surtax matters

168

: Rs. 0.13 crores (2014 : Rs. 0.13 crores).

MAHINDRA & MAHINDRA LIMITED

(d) The Customs, Excise and Service Tax Appellate Tribunal (CESTAT) by its order dated 7th December, 2009 has rejected the Companys
appeal against the order dated 30 th March, 2005 passed by the Commissioner of Central Excise (Adjudication), Navi Mumbai
conrming the demand made on the Company for payment of differential excise duty (including penalty) of Rs. 304.10 crores in
connection with the classication of Companys Commander range of vehicles, during the years 1991 to 1996. Whilst the Company
had classied the Commander range of vehicles as 10-seater attracting a lower rate of excise duty, the Commissioner of Central
Excise (Adjudication), Navi Mumbai, has held that these vehicles could not be classied as 10-seater as they did not full the
requirement of 10-seater vehicles, as provided under the Motor Vehicles Act, 1988 (MVA) read with Maharashtra Motor Vehicles
Rules, 1989 (MMVR) and as such attracted a higher rate of excise duty. The Company has challenged the CESTAT order in the
Supreme Court.
In earlier collateral proceedings on this issue, the CESTAT had, by an order dated 19th July, 2005 settled the controversy in the
Companys favour. The CESTAT had accepted the Companys submission that MVA and MMVR could not be referred to for
determining the classication for the purpose of levy of excise duty and rejected the Departments appeal against the order of
the Collector, Central Excise classifying the Commander range of vehicles as 10-seater. The Department had challenged the CESTAT
order in the Supreme Court.
Without prejudice to the grounds raised in this appeal, the Company has paid an amount of Rs. 40.00 crores in January, 2010. The
Supreme Court has admitted the Companys appeal and has stayed the recovery of the balance amount till further orders.
Both these orders of the Tribunals were heard and disposed off by the Honourable Supreme Court, in August 2014. Since contrary
views were expressed by the Tribunals in two parallel proceedings, the Honourable Supreme Court directed that a larger bench of
the Tribunal be constituted to hear the appeals without expressing any opinion on the issues.
The Larger Bench of the CESTAT heard the matter in February, 2015 and by an order dated 27 February, 2015, remanded the matter
to the Commissioner of Central Excise for consideration of the case afresh keeping all issues open.
The company strongly believes, based on legal advice it has received, that it has a good case on merits so as to ultimately succeed
in the matter.
In another case relating to Armada range of vehicles manufactured during the years 1992 to 1996, by the Company at its
Nashik facility, the Commissioner of Central Excise, Nashik passed an order dated 20 th March, 2006 conrming a demand of
Rs. 24.75 crores, on the same grounds as adopted for Commander range of vehicles. The CESTAT has given an unconditional stay
against this order. The nal hearing in this matter has been adjourned till the disposal of the appeal by the Supreme Court in the
matter relating to Commander range of vehicles.
As such, the Company does not expect any liability on this account. However, in view of the CESTAT orders and subsequent
proceedings, pending their nal outcome, the Company has reected the above amount aggregating Rs. 328.85 crores
(2014 : Rs. 328.85 crores) and the interest of Rs. 341.44 crores (2014 : Rs. 305.34 crores) accrued on the same upto 31st March, 2015,
under Note (b)(i) above.
(e) In respect of (b) & (c) above, it is not practicable for the Company to estimate the closure of these issues and the consequential
timings of cash ows, if any.
(B) Commitments :
(a) Uncalled liability on equity shares partly paid Rs. 10.50 crores (2014 : Rs. 10.50 crores).
(b) The estimated amount of contracts remaining to be executed on capital account and not provided for as at 31st March, 2015 is
Rs. 745.08 crores (2014 : Rs. 1,329.63 crores).

169

35. Research and Development expenditure :

(a) In recognised Research and Development units :
(i)

Debited to the Statement of Prot and Loss, including certain expenditure based on allocations made by the
Company, aggregate Rs. 702.76 crores (2014 : Rs. 600.99 crores) [excluding depreciation and amortisation of Rs. 206.98 crores
(2014 : Rs. 205.53 crores)].

(ii) Development expenditure incurred during the year Rs. 634.25 crores (2014 : Rs. 466.98 crores).
(iii) Capitalisation of assets Rs. 162.29 crores (2014 : Rs. 122.13 crores).
(b) In other units :
(i)

Debited to the Statement of Prot and Loss, including certain expenditure based on allocations made by the Company, aggregate
Rs. 45.28 crores (2014 : Rs. 39.29 crores) [excluding depreciation and amortisation of Rs. 39.77 crores (2014 : Rs. 47.28 crores)].

(ii) Development expenditure incurred during the year Rs. 41.64 crores (2014 : Rs. 20.83 crores).
(iii) Capitalisation of assets Rs. 0.91 crores (2014 : Rs. 9.23 crores).
36. The net difference in foreign exchange loss debited to the Statement of Prot and Loss is Rs. 45.99 crores (2014 : Loss of Rs. 152.71 crores).
37. The Board of Directors of the Company during the year ended March 31, 2014, approved entering into a transaction in the Auto Components
business with CIE Automotive S.A., Spain (CIE). The transaction was completed in parts.
The rst part involving the following had been completed during the year ended March 31, 2014:
(a) The Company transferred its entire shareholding in Mahindra Gears & Transmissions Private Limited at a fair value determined by an
independent valuer to its wholly owned subsidiary Mahindra Investments (India) Private Limited (MIIPL).
(b) The Company sold 99.4% of its holdings in Mahindra CIE Automotive Limited (MCIE) (formerly known as Mahindra Forgings Limited)
and 100% of its holdings in both Mahindra Composites Limited (MCL) and Mahindra Hinoday Industries Limited (MHIL) to one of the
subsidiaries of CIE at a price that is lower than the carrying value of these investments by Rs. 147.76 crores, which amount was debited
to the Investment Fluctuation Reserve (IFR).
(c)

Consequently MHIL, Mahindra Forgings International Limited , Mahindra Forgings Europe AG, Gesenkschmiede Schneider GmbH, JECOJellinghaus GmbH, Falkenroth Umformtechnik GmbH, Stokes Group Limited, Stokes Forgings Dudley Limited, Stokes Forgings Limited,
Mahindra Forgings Global Limited and Schneweiss & Co. GmbH ceased to be subsidiaries of the Company.
MCL ceased to be an associate of the Company.
MCIE ceased to be a subsidiary and became an associate of the Company.

(d) The Company acquired a 13.5% stake in CIE through its wholly owned subsidiary Mahindra Overseas Investment Company (Mauritius)
Limited (MOICML), making it an associate of the Company, in view of its contractual representation on the Board of CIE.
(e) Completion of open offer by CIE through its subsidiary in both MCIE and MCL.
During the year ended March 31, 2015, the second (and nal) part of the transaction involving the merger through a scheme of
arrangement of Mahindra Ugine Steel Company Limited (MUSCO), Mahindra Gears International Limited (MGIL), MIIPL, MHIL, MCL
and a CIE subsidiary with MCIE was approved by the High Court of Bombay. The Scheme is operative from the appointed date of
1st October, 2013 and has come into effect (effective date) from 10 th December, 2014. Consequently MUSCO, MIIPL, MGIL along with
their subsidiaries Mahindra Gears Global Limited, Mahindra Gears and Transmissions Private Limited, Metalcastello S.p.A. and Crest
Geartech Private Limited ceased to be subsidiaries of the Company. In terms of the scheme, the company has received shares in MCIE
which has been accounted for in accordance with AS 13 Accounting for Investments. As stated above, having regard to the substance
of the transaction, the excess of the fair value of MCIE shares received and carrying cost of investment in MUSCO, MIIPL and MGIL of
Rs. 267.47 crores, has been credited to the Investment Fluctuation Reserve to offset the losses earlier recognised on this account. The
Company now owns 20.21% in MCIE.
38. The Scheme of Arrangement (Scheme) between the Company's subsidiary Mahindra Engineering Services Limited (MESL) with Tech Mahindra
Limited (TML), an associate of the Company, was approved by the High Court of Bombay. The scheme is operative from the appointed date
of 1st April, 2013 and has come into effect (effective date) from 8th December, 2014. Consequently, during the year, MESL along with its
subsidiaries Mahindra Engineering Services (Europe) Limited, Mahindra Engineering GmbH and Mahindra Technologies Services Inc. ceased
to be subsidiaries of the Company.
In accordance with AS 13 - Accounting for Investments, Rs. 299.34 crores, being the excess of fair value of TML shares received in terms of
the scheme over the carrying cost of investments in MESL has been recorded as an exceptional item.

170

MAHINDRA & MAHINDRA LIMITED

39. Scheme of Arrangement :

Pursuant to the Scheme of Arrangement (The Scheme) between Mahindra Trucks and Buses Limited (MTBL), a subsidiary of the Company,
and the Company, as sanctioned by Honourable High Court of Bombay vide its order dated 7th March, 2014, the entire assets and liabilities,
duties and obligations of the Trucks Business of MTBL was transferred to and vested in the Company, from 1st April, 2013 (the appointed
date). The scheme became effective on 30 th March, 2014.
As a result in the nancial statement as at, and for the year ended 31st March, 2014:
(a) The Company reorganised its investment cost in MTBL in proportion to the net worth of the remaining business of MTBL and the net
worth of the Trucks Business leading to a reduction in investment value of Rs. 819.79 crores.
(b) The excess of the reduction in investment value over the net assets taken over amounting to Rs. 565.85 crores was debited to General
Reserve.
The result for the year ended 31st March, 2014 also include a tax benet of Rs. 297.78 crores arising from the carry forward unabsorbed past
losses (including unabsorbed depreciation) and deferred tax positions of the Trucks business of MTBL.
40. Provision for diminution in the value of long term investments for the year comprises:
Rupees crores
2015

2014

Provision for dimunition in value of certain long term investments ......................................................

333.62

Less :
Transfer from Investment Fluctuation Reserve pursuant to the Schemes of Arrangement/
Amalgamation approved by the Honourable High Courts ......................................................................

333.62

2015

2014

Prot for the year (Rupees crores) ..............................................................................................................

3,321.11

3,758.35

Prot for the year for diluted earnings per share (Rupees crores) .........................................................

3,321.11

3,758.35

Weighted average number of Ordinary (Equity) Shares used in computing basic earnings
per share ........................................................................................................................................................

59,06,11,467

59,03,23,271

Effect of potential Ordinary (Equity) Shares on conversion of bonds and employee stock options ..

2,83,05,150

2,51,23,100

Weighted average number of Ordinary (Equity) Shares used in computing diluted earnings
per share ........................................................................................................................................................

61,89,16,617

61,54,46,371

Basic Earnings per share (Rs.) (Face value of Rs. 5 per share) .................................................................

56.23

63.67

Diluted Earnings per share (Rs.) ..................................................................................................................

53.66

61.07

41. Exceptional items of Rs. 335.72 crores (2014 : Rs. 52.79 crores) comprise of
(a) prot on sale of certain long term investments Rs. 36.38 crores (2014 : Rs. 52.79 crores),
(b) due to scheme of arrangement as refered to in Note 38 Rs. 299.34 crores (2014 : Rs. Nil crores)
42. Earnings per Share :

171

43. Related Party Disclosures :

(a) Related parties where control exists :
(i)
Sl. No.
1
2
3
4
5
6
7
8

Subsidiaries :

Name of the Company

36
37
38
39
40
41
42

Mahindra Engineering and Chemical Products Limited

Mahindra Steel Service Centre Limited
Mahindra First Choice Wheels Limited
Mahindra USA Inc.
Mahindra Gujarat Tractor Limited
Mahindra Shubhlabh Services Limited
Mahindra & Mahindra South Africa (Proprietary) Limited
Mahindra Engineering Services Limited
(upto 8th December, 2014)
Mahindra Gears & Transmissions Private Limited
(upto 10 th December, 2014)
Mahindra Overseas Investment Company (Mauritius) Limited
Mahindra Europe S.r.l.
Jiangxi Mahindra Yueda Tractor Co. Ltd (upto 17th June, 2014)
Mahindra-BT Investment Company (Mauritius) Limited
Mahindra Intertrade Limited
Mahindra MiddleEast Electrical Steel Service Centre (FZC)
Mahindra Consulting Engineers Limited
Mahindra Holidays & Resorts India Limited
Mahindra Holidays and Resorts USA Inc (upto 19th May, 2014)
Mahindra Hotels and Residences India Limited
Mahindra Holdings Limited
NBS International Limited
Mahindra Ugine Steel Company Limited
(upto 10 th December, 2014)
Mahindra & Mahindra Financial Services Limited
Mahindra Insurance Brokers Limited
Mahindra Rural Housing Finance Limited
Bristlecone Limited
Bristlecone Inc.
Bristlecone UK Limited
Bristlecone India Limited
Bristlecone (Singapore) Pte. Limited
Bristlecone GmbH
Bristlecone (Malaysia) Sdn.Bhd.
Mahindra Automobile Distributor Private Limited
Mahindra Trucks and Buses Limited
Mahindra Engineering Services (Europe) Limited
(upto 8th December, 2014)
Mahindra Engineering GmbH (upto 8th December, 2014)
Mahindra Lifespace Developers Limited
Mahindra Infrastructure Developers Limited
Mahindra World City (Jaipur) Limited
Mahindra Integrated Township Limited
Mahindra Residential Developers Limited
Mahindra World City Developers Limited

43

Mahindra World City (Maharashtra) Limited

9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35

172

Sl. No.

Name of the Company

44
45
46

Knowledge Township Limited

Mahindra Vehicle Manufacturers Limited
Mahindra Logistics Limited

47
48
49
50
51
52

Mahindra Heavy Engines Private Limited

Mahindra Aerospace Private Limited
Heritage Bird (M) Sdn.Bhd.
Mahindra First Choice Services Limited
Mahindra Graphic Research Design S.r.l.
Mahindra Gears International Limited
(upto 10 th December, 2014)
Mahindra Gears Global Limited (upto 10 th December, 2014)
Mahindra Gears Cyprus Ltd (upto 15th September, 2014)
Metalcastello S.p.A (upto 10 th December, 2014)
Mahindra Bebanco Developers Limited
Industrial Township (Maharashtra) Limited
Crest Geartech Private Limited (upto 10 th December, 2014)
Mahindra Business & Consulting Services Private Limited
Mahindra Two Wheelers Limited
Mahindra Automotive Australia Pty. Limited
Mahindra Internet Commerce Private Limited (formerly
known as Mahindra United Football Club Private Limited)
Defence Land Systems India Limited (formerly known as
Defence Land Systems India Private Limited)
Mahindra Yueda (Yancheng) Tractor Company Limited
Mahindra Electrical Steel Private Limited
Mahindra Aerospace Australia Pty. Limited
Aerostaff Australia Pty. Limited
Mahindra Reva Electric Vehicles Private Limited
Bristlecone Consulting Limited
Anthurium Developers Limited
Gipp Aero Investments Pty. Limited
Gippsaero Pty. Limited
GA8 Airvan Pty. Limited
GA200 Pty. Limited
Airvan Flight Services Pty. Limited
Nomad TC Pty. Limited
Mahindra Emirates Vehicle Armouring FZ-LLC
Mahindra Integrated Business Solutions Private Limited
Mahindra Aerostructures Private Limited
Ssangyong Motor Company
Ssangyong European Parts Center B.V.
Ssangyong Motor (Shanghai) Company Limited
Mahindra EPC Services Private Limited
Bristlecone International AG
EPC Industrie Limited
Mahindra Telecommunications Investment Private Limited
Mahindra Sanyo Special Steel Private Limited

53
54
55
56
57
58
59
60
61
62
63
64
65
66
67
68
69
70
71
72
73
74
75
76
77
78
79
80
81
82
83
84
85
86
87

MAHINDRA & MAHINDRA LIMITED

43. Related Party Disclosures : (contd.)

Sl. No.

Name of the Company

Sl. No.

Name of the Company

88

Bell Tower Resorts Private Limited (upto 31st July, 2014)

110

Mahindra 'Electoral Trust' Company

89

Mahindra Racing S.r.l.

111

Mahindra North American Technical Centre, Inc.

90

Swaraj Automotives Limited

112

Raigad Industrial & Business Park Limited

91

Mahindra Defence Naval Systems Private Limited

113

Retail Initiative Holdings Limited

92

Mahindra Defence Systems Limited

114

Mahindra Retail Private Limited

93

Divine Heritage Hotels Private Limited

115

Mahindra Technologies Services Inc. (upto 8th December, 2014)

94

Gables Promoters Private Limited

116

Mahindra Punjab Tractors Private Limited

95

2 X 2 Logistics Private Limited

117

Mahindra Namaste Private Limited

96

Holiday on Hills Resorts Private Limited

118

Mahindra Conveyor Systems Private Limited

(upto 31st July, 2014)

97

MH Boutique Hospitality Limited

98

Innity Hospitality Group Company Limited

119

Competent Hotels Private limited (w.e.f 18 th June, 2014)

99

Mahindra Tractor Assembly Inc.

120

Mahindra Racing UK Limited (w.e.f 22nd May, 2014)

100

Industrial Cluster Private Limited (formerly known as

Mahindra Housing Private Limited)

121

Mahindra UNIVEG Private Limited (w.e.f 9 th July, 2014)

122

MHR Holdings (Mauritius) Limited (w.e.f. 11th July, 2014)

101

Mahindra Telephonics Integrated Systems Limited

123

Convington S..r.l. (w.e.f. 17th July, 2014)

102

Mahindra Investments (India) Private Limited

(upto 10 th December, 2014)

124

Lords Freight (India) Private Limited (w.e.f. 7th August, 2014)

125

Mriyalguda Farm Solution Limited (w.e.f. 11th August, 2014)

103

Mahindra HZPC Private Limited (formerly known as Mahindra

Investments (International) Private Limited)

126

Mahindra Two Wheelers Europe Holdings S..r.l.

(w.e.f. 2nd December, 2014)

104

Mahindra Offgrid Services Private Limited

127

105

Mahindra Asset Management Company Private Limited

Mahindra Industrial Park Chennai Limited

(w.e.f. 22nd December, 2014)

106

Mahindra Trustee Company Private Limited

128

Peugeot Motocycles S.A.S. (w.e.f. 19 th January, 2015)

107

Cleansolar Renewable Energy Private Limited

129

Peugeot Motocycles Italia S.p.A (w.e.f. 19 th January, 2015)

108

Brightsolar Renewable Energy Private Limited

130

109

Mahindra Auto Steel Private Limited

Peugeot Motocycles Deutschland GmbH

(w.e.f. 19 th January, 2015)

(b) Other parties with whom transactions have taken place during the year.
(i)

Associates :

Sl. No.

Name of the Company

Sl. No.

Name of the Company

1.

Swaraj Engines Limited

4.

Tech Mahindra Limited

2.

Mahindra & Mahindra Contech Limited

5.

Mahindra CIE Automotive Limited

3.

Mahindra Tsubaki Conveyor Systems Private Limited

(Formerly known as Mahindra Conveyor Systems Private Limited)
(w.e.f. 1st August, 2014)
(ii) Joint Venture :

Sl. No.

Name of the Company

1.

Mahindra Sona Limited

(iii) Joint Venture of a Subsidiary :

Sl. No.

Name of the Company

1.

Mahindra Solar One Private Limited

2.

Mahindra Water Utilities Limited

173

43. Related Party Disclosures : (contd.)

(b) Other parties with whom transactions have taken place during the year. (contd.)
(iv) Key Management Personnel (KMP) :
Chairman and Managing Director..............................................
Executive Director and Group President
(Auto & Farm Sector) ...................................................................

Sl. No.
1.

Mr. Anand Mahindra

Dr. Pawan Goenka

(v) Enterprise over which KMP is able to exercise signicant inuence :

Name of the Company
Prudential Management & Services Private Limited
(vi) Welfare Funds :

Sl. No.
1.
2.
3.
4.
(c)

Name of the Fund

M&M Benet Trust
M&M Employees Welfare Fund
M&M Employees Farm Equipment Sector Employees Welfare Fund
Mahindra World School Education Trust
The related party transactions are as under : (contd.)
Rupees crores

Sl.
No.

1.

Nature of Transactions

Purchases :
Goods .................................................................................
Fixed Assets .......................................................................
Services ..............................................................................

2.

Sales :
Goods .................................................................................
Fixed Assets .......................................................................
Services ..............................................................................
Sales/Assignments of assets/liabilities............................

3.

Investments :
Purchases/Subscribed/Conversion ...................................
Sales/Redemption/Conversion ........................................

4.

Deputation of Personnel :
From Parties ......................................................................
To Parties ...........................................................................

5.

Managerial Remuneration...............................................

6.

Stock Options ....................................................................

Subsidiaries

Associate
Companies

Joint
Ventures/
Joint
Ventures of
Subsidiaries

KMP/KMP
Exercising
Signicant
inuence

Welfare
Funds

6,494.72
(7,954.99)
19.06
(143.26)
1,659.36
(1,649.04)

1,422.54
(819.69)
22.98
(2.06)
136.38
(17.26)

172.73
(171.26)

()

()

()

()

()

()

()

()

1,990.87
(1,806.75)
0.84
(0.90)
57.75
(48.85)

(13.62)

9.21
(0.55)
0.42
( )
3.11
(1.65)

()

()

()
0.09
*

()

()

()

()

()

()

()

()

()

1,348.92
(1,480.18)

885.60
()

()

()

()

(518.01)

318.79
()

()

()

()

1.45
(1.86)
16.31
(14.11)

()

()

0.67
(0.46)
7.80
(4.03)

()

()

()

(0.09)

()

()

()

()
11.96
(14.77)
#
(#)

()

()

()

()

# Refer Annexure II and clause VI of Annexure VII to the Directors' Report.

* denotes amounts less than Rs. 50,000

174

MAHINDRA & MAHINDRA LIMITED

(c)

The related party transactions are as under : (contd.)

Rupees crores

Sl.
No.

7.

Nature of Transactions

Finance :
Inter Corporate Deposits given.......................................
Inter Corporate Deposits refunded by parties ..............
Interest Income .................................................................
Interest Expense ...............................................................
Dividend Received ............................................................
Security Deposits Paid ......................................................
Security Deposits Received ..............................................
Share Application Money Given/(Converted) (Net) .....

Subsidiaries

Associate
Companies

Joint
Ventures/
Joint
Ventures of
Subsidiaries

KMP/KMP
Exercising
Signicant
inuence

Welfare
Funds

1.53
(1,146.09)
274.65
(956.85)
33.81
(73.79)
0.03
(0.03)
272.73
(250.72)
0.19
()
0.06
(0.38)
52.78
(24.95)

()
41.83
()
1.78
()

()
135.80
(43.96)

()

()

()

()

()

()

()
3.54
(3.54)

()

()

()

()

()
0.03
(0.02)

()

()

()

()

()

()

()

()

()

()

()

()

()

8.

Dividends Distributed ......................................................

()

()

()

100.24
(92.62)

75.29
(69.92)

9.

Guarantees given on behalf of Subsidiaries during the

year, absorbed ..................................................................

469.48
(1,008.51)

()

()

()

()

10.

Other Transactions :
Other Income ....................................................................

13.40
(7.86)
6.75
(25.53)
166.44
(69.23)
49.84
(26.80)

(1.14)

1.79
(0.41)
0.12
(3.54)
49.62
(4.12)
7.16
(1.37)

()

()

()
0.06
(0.09)

()

()

()

()

()

()

()

72.57
(67.39)

()

()
0.07
()

()

0.59
()
5.94
(13.11)

()

()

()

()

()

()

()

()

5.15
(14.00)

(0.14)

()

()

()

471.73
(738.60)

130.21
(26.45)

35.23
(32.96)

2.86
(3.41)

()

Receivable .........................................................................

935.26
(727.03)

30.14
(10.53)

1.98
(1.96)

1.09
(1.07)

17.00
(17.00)

Inter Corporate Deposits given.......................................

196.09
(508.76)

4.59
(4.59)

()

()

()

Other Expenses .................................................................

Reimbursements received from parties .........................
Reimbursements made to parties...................................
Writeback of Provision for Advances .............................
Advances Received from parties, Refunded ..................
Advances Given to parties ...............................................
Advances given to parties Refunded/Converted ..........
11.

Outstandings :
Payable ..............................................................................

* denotes amounts less than Rs. 50,000

175

(c)

The related party transactions are as under : (contd.)

Rupees crores

Sl.
No.

Nature of Transactions

Subsidiaries

Associate
Companies

12.

KMP/KMP
Exercising
Signicant
inuence

Welfare
Funds

()

Joint
Ventures/
Joint
Ventures of
Subsidiaries

()

Share Application Money Outstanding (Net) ...............

55.00
(2.22)

()

()

13.

Provision for Doubtful debts/advances .........................

4.85
(4.85)

7.22
(7.18)

()

()

10.00
(10.00)

14.

Guarantees given on behalf of subsidiaries, absorbed.

Amount of guarantees as on 31st March .......................

1,344.48
(896.53)

()

()

()

()

Previous year's gures are in brackets.

The Signicant related party transactions are as under : (contd.)
Sl.
No.

Nature of
Transactions

Subsidiaries

1.

Purchases
Goods

Mahindra Vehicle
Manufacturers Limited

2.

Purchases
Services

Mahindra Logistics Limited

Rupees
crores
6,141.00
(6,807.27)

1,212.98

Associate Companies

Rupees
crores

Joint Ventures/
Joint Ventures
of Subsidiaries

Rupees
crores

Swaraj Engines
Limited

626.14
(711.61)

Mahindra Sona
Limited

172.73
(171.26)

Mahindra CIE
Automotive Limited

796.31
(104.21)

Mahindra Sona
Limited

0.09
*

Tech Mahindra Limited

(1,242.53)

(12.36)
Mahindra & Mahindra
Contech Limited

3.

4.

Sales Goods

Sales Services

(4.89)
5.22
(0.55)

Mahindra Vehicle
Manufacturers Limited

813.52
(930.55)

Swaraj Engines
Limited

Mahindra & Mahindra

South Africa (Proprietary)
Limited

(199.80)

Tech Mahindra Limited

3.44
()

Mahindra USA Inc.

653.55
(333.96)

NBS International Limited

(182.30)

Mahindra Automobile
Distributor Private Limited

9.44
(10.16)

Tech Mahindra Limited

2.42
(1.50)

Mahindra & Mahindra

Financial Services Limited

14.94
(7.86)

Mahindra CIE
Automotive Limited

0.47
()

Ssangyong Motor Company

(8.42)

Mahindra Holidays &

Resorts India Limited

9.46
(5.26)

Mahindra Two Wheelers

Limited

* denotes amounts less than Rs. 50,000.

176

131.13

6.33
()

MAHINDRA & MAHINDRA LIMITED

The Signicant related party transactions are as under : (contd.)

Sl.
No.
5.

6.

7.

8.

Nature of
Transactions

Subsidiaries

Investments
Purchases/
Subscribed/
Conversion

Mahindra Two Wheelers

Limited

Investments
Sales/Redemption/
Conversion

Advances Given

Inter Corporate
Deposits Given

Ssangyong Motor Company

10.

Inter Corporate
Deposits refunded
by parties

Guarantees Given

748.59
(345.96)

(394.33)

Mahindra Ugine Steel

Company Limited
Mahindra Heavy Engines
Private Limited

(214.33)
180.00
()

Ssangyong Motor Company

(423.61)

Mahindra Investments
(India) Private Limited

(79.37)

Mahindra Holidays &

Resorts India Limited

(8.68)

Mahindra Tractor
Assembly Inc.

(2.71)

Mahindra Lifespace
Developers Limited

5.94
(1.66)

Mahindra Two Wheelers

Limited

(553.50)

Mahindra & Mahindra

Financial Services Limited

(500.00)

Mahindra HZPC Private

Limited
9.

Rupees
crores

Rupees
crores

Tech Mahindra Limited

359.30
()

Mahindra CIE
Automotive Limited

526.30

Tech Mahindra Limited

Joint Ventures/
Joint Ventures
of Subsidiaries

Rupees
crores

()

59.96
()

Mahindra CIE
Automotive Limited

258.83
()

Mahindra CIE
Automotive Limited

41.83
()

1.53
()

Mahindra & Mahindra

Financial Services Limited

(500.00)

Mahindra Two Wheelers

Limited

235.50
(344.00)

Mahindra Forgings
Europe AG

(145.67)

Mahindra Two Wheelers

Limited

469.48
()

Mahindra Overseas
Investment Company
(Mauritius) Limited

Associate Companies

(811.56)

177

The Signicant related party transactions with Key Management Personnel are as under :
Sl.
No.
1.

Nature of Transaction

Name of KMP

Managerial Remuneration

Mr. Anand Mahindra

Rupees crores
5.98
(5.19)
5.98

Dr. Pawan Goenka

(2.36)

th

Mr. B. N. Doshi (upto 13 November, 2013)

(7.22)
Previous years gures are in brackets.
Note:
1.

Consequent to the Scheme of Arrangement referred to in Note 37 transactions entered into from 1st April, 2014 to 9 th December, 2014 with
the companies mentioned below, have been disclosed as transactions entered into with Mahindra CIE Automotive Limited.
a.

Mahindra Ugine Steel Company Limited

b.

Mahindra Gears International Limited

c.

Mahindra Investments (India) Private Limited

2.

Consequent to the Scheme of Arrangement referred to in Note 38 transactions entered into from 1st April, 2014 to 7th December, 2014 with
Mahindra Engineering Services Limited, have been disclosed as transactions entered into with Tech Mahindra Limited.

3.

(a) Disclosure required under Section 186(4) of the Companies Act, 2013 for loans and guarantees:
Sl.
No.
1.

Name

Relation

Amount as at 31st
March, 2015
(Net of provision)

Amount as at 31st
March, 2014
(Net of provision)

Inter Corporate deposits and Loans

Bristlecone Limited

Subsidiary

113.38

108.69

Mahindra Overseas Investment Company (Mauritius) Limited

Subsidiary

76.86

80.40

Mahindra Gujarat Tractors Limited

Subsidiary

1.00

1.00

Mahindra Shubhlabh Services Limited

Subsidiary

0.68

0.68

Mahindra World School Education Trust

Welfare Fund

7.00

7.00

Guarantees
Mahindra Overseas Investment Company (Mauritius) Limited

Subsidiary

875.00

846.72

Mahindra Two Wheelers Limited

Subsidiary

469.48

Note: During the year inter corporate deposit of Rs. 1.53 crores was given to Mahindra HZPC Private Limited (a subsidiary) and the same
has been repaid during the year.
Above inter corporate deposits and loans have been given for general business purposes and guarantees have been given for
meeting their investment purchase obligations.
(b) Refer Note 13(A) for investments.

178

MAHINDRA & MAHINDRA LIMITED

44. The outstanding derivative instruments and unhedged foreign currency exposures as on 31st March, 2015 :
The Company has taken foreign exchange forward contracts to sell US $ 13.30 crores (2014 : US $ 6.80 crores) and EURO 0.50 crores
(2014 : Nil). In addition, the Company has also taken foreign exchange forward contracts to buy EURO 0.27 crores (2014 : Nil) &
JPY 101.80 crores (2014 : Nil).
The foreign currency exposures not hedged by derivative instruments or otherwise as on 31st March, 2015 are Receivables of
US $ 8.83 crores, AUD 0.58 crores, GBP 0.25 crores and Payables (excluding Borrowings, covered in the paragraph below) of JPY 33.46 crores,
KRW 7.42 crores, EURO 0.46 crores, ZAR 0.15 crores, SEK 0.04 crores and CHF * crores (2014 : Receivables of US $ 8.03 crores, ZAR 2.24 crores,
AUD 0.54 crores, GBP 0.25 crores, EURO 0.23 crores and Payables (excluding Borrowings, covered in the paragraph below) of KRW 9.39 crores,
JPY 2.43 crores, SEK 0.05 crores, CHF * crores).
The Company has outstanding foreign currency borrowings of JPY Nil crores and US $ 31.70 crores (2014 : JPY 194.10 crores and
US $ 30.00 crores). Currency risk on US $ liability of US $ 1.70 crores has been hedged by way of forward contracts (2014 : Nil). The US $
interest rate risk has been hedged using interest rate swaps.
* denotes amounts less than 50,000 of respective currency.
45. Joint Venture Disclosure :
(i) The Companys Jointly Controlled Entity is :
Name of the Entity
Mahindra Sona Limited ...................................................................................

Country of
Incorporation
India

% of ownership interest
2015
29.77%

2014

29.77%

(ii) The Company's share of each of the Assets, Liabilities, Income and Expenses (each without elimination of the effect of transactions
between the Company and the Joint Venture) with respect to its interest in this Jointly Controlled Entity is :
Rupees crores

I.

II.

III.

IV.

2015

2014

ASSETS
1. Fixed Assets ...........................................................................................................................
2. Non Current Investments.....................................................................................................
3. Long Term Loans and Advances .........................................................................................
4. Current Investments .............................................................................................................
5. Inventories .............................................................................................................................
6. Trade Receivables .................................................................................................................
7. Cash and Bank Balances ......................................................................................................
8. Short Term Loans and Advances.........................................................................................
9. Other Current Assets ...........................................................................................................

19.03

0.92
0.01
14.36
30.20
5.08
1.57
2.46

17.79
0.02
0.99

11.61
27.39
5.17
1.71
0.27

LIABILITIES
1. Deferred Tax Liabilities ........................................................................................................
2. Other Long Term Liabilities .................................................................................................
3. Long Term Provisions ...........................................................................................................
4. Short Term Borrowings ........................................................................................................
5. Trade Payables ......................................................................................................................
6. Other Current Liabilities ......................................................................................................
7. Short Term Provisions ..........................................................................................................

1.67
1.63
1.63
2.23
16.83
1.96
5.74

1.49
1.78
1.60
1.26
14.63
2.14
5.00

INCOME
1. Revenue from Operations ...................................................................................................
2. Other Income ........................................................................................................................

116.53
1.14

108.74
1.60

Materials consumed and changes in inventories ..............................................................

Manufacturing, Selling expenses, Interest and Finance charges ....................................
Depreciation and Amortisation Expense ...........................................................................
Provision for taxation ..........................................................................................................

74.43
27.78
2.10
4.13

70.56
25.22
1.75
3.38

OTHER MATTERS
1. Contingent Liabilities ...........................................................................................................
2. Capital Commitments ..........................................................................................................

5.69
1.20

5.27
0.29

EXPENSES
1.
2.
3.
4.

V.

179

46. Value of Imports on C.I.F. basis accounted for during the year :
Rupees crores
2015

2014

Raw Materials ..............................................................................................................................

5.27

4.71

(ii) Components, Spare Parts etc. .....................................................................................................

461.76

535.25

(iii) Capital Goods ...............................................................................................................................

259.09

141.97

(iv) Items imported for Resale ...........................................................................................................

1.03

15.01

727.15

696.94

(i)

Notes :
(i)

Credits, if any, recoverable in respect of short landings etc. are not considered.

(ii) The value of imports shown above includes :

(a) Imports on C&F basis as per supplier's invoices Rs. 63.03 crores (2014 : Rs. 63.25 crores).
(b) Imports on 'cost' basis Rs. 595.12 crores (2014 : Rs. 603.22 crores).
47. Expenditure in Foreign Currencies (Subject to deduction of tax where applicable) :
Rupees crores
2015

2014

Professional and Consultancy fees [including Rs. 23.70 crores (2014 : Rs. 0.03 crores)
capitalised] .................................................................................................................................

133.45

85.34

(ii) Interest and Commitment charges ..........................................................................................

70.46

75.39

(i)

(iii) Royalty ........................................................................................................................................

1.14

3.71

(iv) Development Expenditure & Computer Software in Intangible Assets .............................

299.04

289.02

Others .........................................................................................................................................

205.77

158.92

709.86

612.38

(v)

48. Remittance in Foreign Currency on account of dividends to non-resident shareholders :

Number of
Shareholders

Equity shares

Amount remitted
Rupees crores

Dividend relating to

2015 : 1

3,21,15,429

44.96

Year ended 31st March, 2014

2014 : 1

3,19,97,627

41.60

Year ended 31st March, 2013

49. Earnings in foreign exchange :

Rupees crores

(i)

2015

2014

Export of goods on F.O.B. basis................................................................................................

2,224.79

2,125.29

(ii) Interest ........................................................................................................................................

15.64

19.91

(iii) Consultancy fees.........................................................................................................................

4.19

5.15

(iv) Others (freight etc.) ...................................................................................................................

91.38

109.58

2,336.00

2,259.93

Note :
F.O.B. value of exports includes local sales which qualify for export benets and for which payment is receivable in foreign currency and local/
export sales under rupee credit which qualify for export benets.

180

50.

25,596.02

Total Revenue ............................................

depreciation ...............................................

Non cash expenses other than

19.38

221.43

0.30

19.38

938.67

1,992.52

19.38

938.67

1,992.52

716.94

1.14

Depreciation and Amortisation Expense

336.39

1,654.99

7,024.87

Capital Expenditure ..................................

7.04

13,689.78

1,846.32

7,024.87

5,171.51

Total Liabilities ..........................................

7,024.87

6,664.91

7.04

Unallocated Corporate Liabilities ............

1,846.32

5,171.51

Segment Liabilities ....................................

16,253.10

32,944.87

11.89

10,874.43

Total Assets................................................

5,366.78

16,691.77

Unallocated Corporate Assets .................

Segment Assets .........................................

16,253.10

3,321.11

Prot after tax ..........................................

OTHER INFORMATION

847.78

(242.14)

214.30

3,805.33

38,945.42

38,945.42

Total

Income Taxes..............................................

16,253.10

(21.05)

(21.05)

Eliminations

4,168.89

11.89

3,805.33

38,966.47

21.05

38,945.42

Total
Segment

Prot before tax .......................................

5,366.78

4.82

23.62

23.62

Other

(335.72)

10,874.43

1,967.43

13,346.83

9.42

13,337.41

Farm
Equipment

2015

segment ......................................................

Exceptional items unallocable to

unallocated expense .................................

Unallocated corporate income net of

Finance costs ..............................................

Less :

Segment Result..........................................

1,833.08

11.63

Inter Segment Sales ..................................

Result

25,584.39

Automotive

Net External Sales .....................................

Revenue

Particulars

Primary Segment Disclosure - Business Segment :

Segment Report For the year ended 31st March, 2015

Segment Information :

7.19

656.27

1,218.06

5,236.24

5,236.24

9,986.74

9,986.74

1,925.53

26,166.26

8.63

26,157.63

Automotive

178.09

314.85

2,353.78

2,353.78

5,604.00

5,604.00

2,452.79

14,333.71

7.95

14,325.76

Farm
Equipment

0.24

0.03

6.66

6.66

10.42

10.42

5.90

25.11

25.11

Other

2014

7.19

834.60

1,532.94

7,596.68

7,596.68

15,601.16

15,601.16

4,384.22

40,525.08

16.58

40,508.50

(16.58)

(16.58)

Total Eliminations
Segment

7.19

834.60

1,532.94

14,497.46

6,900.78

7,596.68

31,288.65

15,687.49

15,601.16

3,758.35

611.08

4,369.43

(52.79)

(191.64)

259.22

4,384.22

40,508.50

40,508.50

Total

Rupees crores

MAHINDRA & MAHINDRA LIMITED

181

Secondary Segment Disclosure - Geographical Segment :

Rupees crores
2015

Particulars

2014

Domestic

Overseas

Total

Domestic

Overseas

Total

Revenue from External Customers ....

36,146.53

2,798.89

38,945.42

37,978.60

2,529.90

40,508.50

Segment Assets....................................

16,253.10

16,253.10

15,601.16

15,601.16

Capital Expenditure ............................

1,992.52

1,992.52

1,532.94

1,532.94

Notes :
1

Business Segments :
The Company has considered business segments as the primary segment for disclosure.
The segment have been identied taking into account the organisational structure as well as the differing risks and returns of these
segments
Automotive Segment comprises of sale of automobiles, spare parts and related services.
Farm Equipment Segment comprises of sale of tractors, spare parts and related services.

Secondary Segments :
The geographical segments are considered for disclosure as secondary segment.
Domestic Segment includes sales to customers located in India and service income accrued in India.
Overseas Segment includes sales and services rendered to customers located outside India.

51. Previous year's gures have been regrouped/restated wherever necessary.

Signatures to Notes 1 to 51

Bharat Doshi
Deepak S. Parekh
Nadir B. Godrej
M. M. Murugappan
R. K. Kulkarni
Anupam Puri
Vishakha N. Desai
Vikram Singh Mehta
S. B. Mainak

182

Anand G. Mahindra
Dr. Pawan Goenka

Chairman & Managing Director

Executive Director & Group President
(Auto and Farm Sector)

Directors

V. S. Parthasarathy
Narayan Shankar

Group Chief Financial Ofcer, Group CIO &

President (Group Finance and M&A)
Company Secretary
Mumbai, 29 th May, 2015

183

Please check thoroughly. Vakils will not be responsible for errors not noted on this proof.

PRADEEP

MAHINDRA & MAHINDRA LIMITED (CONSOLIDATED)

Independent Auditors Report to the members of Mahindra & Mahindra Limited

Report on the Consolidated Financial Statements
1.

Managements
Statements
2.

statements. The procedures selected depend on the auditors

judgement, including the assessment of the risks of material
misstatement of the consolidated nancial statements, whether
due to fraud or error. In making those risk assessments, the
auditor considers internal nancial control relevant to the Holding
Companys preparation of the consolidated nancial statements
that give a true and fair view in order to design audit procedures
that are appropriate in the circumstances but not for the purpose
of expressing an opinion on whether the Holding Company has an
adequate internal nancial controls system over nancial reporting in
place and the operating effectiveness of such controls. An audit also
includes evaluating the appropriateness of the accounting policies
used and the reasonableness of the accounting estimates made by
the Holding Companys Board of Directors, as well as evaluating the
overall presentation of the consolidated nancial statements.

We have audited the accompanying consolidated nancial statements

of Mahindra & Mahindra Limited (hereinafter referred to as the
Holding Company) and its subsidiaries (the Holding Company and
its subsidiaries together referred to as the Group), its associates
and jointly controlled entities, comprising of the Consolidated
Balance Sheet as at 31st March, 2015, the Consolidated Statement of
Prot and Loss, the Consolidated Cash Flow Statement for the year
then ended, and a summary of the signicant accounting policies
and other explanatory information (hereinafter referred to as the
consolidated nancial statements).

Responsibility

for

the

Consolidated

Financial

The Holding Companys Board of Directors is responsible for the

preparation of these consolidated nancial statements in terms
of the requirements of the Companies Act, 2013 (hereinafter
referred to as the Act) that give a true and fair view of the
consolidated nancial position, consolidated nancial performance
and consolidated cash ows of the Group including its Associates
and Jointly controlled entities in accordance with the accounting
principles generally accepted in India, including the Accounting
Standards specied under Section 133 of the Act, read with
Rule 7 of the Companies (Accounts) Rules, 2014. The respective
Board of Directors of the Companies included in the Group and
of its associates and jointly controlled entities are responsible for
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Group and
for preventing and detecting frauds and other irregularities; the
selection and application of appropriate accounting policies; making
judgments and estimates that are reasonable and prudent; and
the design, implementation and maintenance of adequate internal
nancial controls, that were operating effectively for ensuring the
accuracy and completeness of the accounting records, relevant to the
preparation and presentation of the nancial statements that give a
true and fair view and are free from material misstatement, whether
due to fraud or error, which have been used for the purpose of
preparation of the consolidated nancial statements by the Directors
of the Holding Company, as aforesaid.

Auditors Responsibility
3.

Our responsibility is to express an opinion on these consolidated

nancial statements based on our audit. While conducting the
audit, we have taken into account the provisions of the Act, the
accounting and auditing standards and matters which are required
to be included in the audit report under the provisions of the Act
and the Rules made thereunder.

4.

We conducted our audit in accordance with the Standards on Auditing

specied under Section 143(10) of the Act. Those Standards require
that we comply with ethical requirements and plan and perform the
audit to obtain reasonable assurance about whether the consolidated
nancial statements are free from material misstatement.

5.

An audit involves performing procedures to obtain audit evidence

about the amounts and the disclosures in the consolidated nancial

6.

We believe that the audit evidence obtained by us and the audit

evidence obtained by the other auditors in terms of their reports
referred to in paragraph (9) under the Other Matters paragraph
below, is sufcient and appropriate to provide a basis for our audit
opinion on the consolidated nancial statements.

Opinion
7.

In our opinion and to the best of our information and according

to the explanations given to us, the aforesaid consolidated nancial
statements give the information required by the Act in the manner
so required and give a true and fair view in conformity with the
accounting principles generally accepted in India, of the consolidated
state of affairs of the Group, its associates and jointly controlled
entities as at 31st March, 2015, and their consolidated prot and their
consolidated cash ows for the year ended on that date.

Emphasis of Matter
8.

We draw attention to Note 36 to the nancial statements which

describe the uncertainty related to the recovery suit led against an
associate of the Company and other matters.
Our opinion is not modied in respect of this matter.

Other Matters
9.

We did not audit the nancial statements of eighty ve subsidiaries

and ve jointly controlled entities, whose nancial statements reect
the Groups share of total assets of Rs. 58,061.13 crores as at 31st March,
2015, and the Groups share of total revenues of Rs. 31,149.53 crores and
net cash outows amounting to Rs. 546.61 crores for the year ended
on that date, as considered in the consolidated nancial statements.
The consolidated nancial statements also include the Groups share
of net prot of Rs. 86.95 crores for the year ended 31st March, 2015,
as considered in the consolidated nancial statements, in respect of
fourteen associates, whose nancial statements have not been audited
by us. These nancial statements and other nancial information have
been audited by other auditors whose reports have been furnished to
us by the management and our opinion on the consolidated nancial
statements, in so far as it relates to the amounts and disclosures
included in respect of these subsidiaries, jointly controlled entities
and associates, and our report in terms of sub-sections (3) and (11) of
Section 143 of the Act, in so far as it relates to the aforesaid subsidiaries,
jointly controlled entities and associates, is based solely on the reports
of the other auditors.

185

10.

on record by the Board of Directors of the Holding Company

and the reports of the statutory auditors of its subsidiary
companies, associate companies and jointly controlled
companies incorporated in India, none of the directors of the
Group companies, its associate companies and jointly controlled
companies incorporated in India is disqualied as on 31st March,
2015 from being appointed as a director in terms of Section 164
(2) of the Act.

Our opinion on the consolidated nancial statements, and our report

on Other Legal and Regulatory Requirements below, is not modied
in respect of the above matters with respect to our reliance on the
work done and the reports of the other auditors and the nancial
statements certied by the management.

Report on Other Legal and Regulatory Requirements

11.

12.

As required by the Companies (Auditors Report) Order, 2015 (the

Order), issued by the Central Government of India in terms of subsection (11) of Section 143 of the Act, based on the comments in
the auditors reports of the Holding Company, subsidiary companies,
associate companies and jointly controlled companies incorporated in
India, we give in the Annexure a statement on the matters specied
in paragraphs 3 and 4 of the Order, to the extent applicable.

With respect to the other matters to be included in the Auditors

Report in accordance with Rule 11 of the Companies (Audit and
Auditors) Rules, 2014, in our opinion and to the best of our
information and according to the explanations given to us :
i)

The consolidated nancial statements disclose the impact

of pending litigations on the consolidated nancial
position of the Group, its associates and jointly controlled
entities in accordance with the generally accepted
accounting practice - also refer Note 33(A) and 36 to the
consolidated nancial statements.

ii)

The Group, its associates and jointly controlled entities

has made provision where required under any law or
accounting standards for material foreseeable losses on
long-terms contracts including derivative contracts.

iii)

There has been no delay in transferring amounts,

required to be transferred, to the Investor Education
and Protection Fund by the Holding Company and its
subsidiary companies, associate companies and jointly
controlled companies incorporated in India.

As required by Section 143(3) of the Act, we report, to the extent

applicable, that :
(a)

(b)

(c)

(d)

(e)

186

(f)

We have sought and obtained all the information and

explanations which to the best of our knowledge and belief
were necessary for the purposes of our audit of the aforesaid
consolidated nancial statements.
In our opinion, proper books of account as required by law
relating to preparation of the aforesaid consolidated nancial
statements have been kept so far as it appears from our
examination of those books and the reports of the other
auditors.
The Consolidated Balance Sheet, the Consolidated Statement
of Prot and Loss, and the Consolidated Cash Flow Statement
dealt with by this Report are in agreement with the relevant
books of account maintained for the purpose of preparation of
the consolidated nancial statements.

For DELOITTE HASKINS & SELLS

Chartered Accountants
(Firms Registration No. 117364W)

In our opinion, the aforesaid consolidated nancial statements

comply with the Accounting Standards specied under
Section 133 of the Act, read with Rule 7 of the Companies
(Accounts) Rules, 2014.
On the basis of the written representations received from the
directors of the Holding Company as on 31st March, 2015 taken

Shyamak R Tata
Partner
(Membership No. 38320)
Mumbai, 29 th May, 2015

MAHINDRA & MAHINDRA LIMITED (CONSOLIDATED)

Annexure to the Independent Auditors Report on the Consolidated Financial Statements

(Referred to in paragraph 11 under Report on Other Legal and Regulatory
Requirements section of our report of even date)
Our reporting on the Order includes Sixty Seven subsidiary companies, Four
jointly controlled companies and Eight associate companies incorporated in
India, to which the Order is applicable, which have been audited by other
auditors and our report in respect of these companies is based solely on
the reports of the other auditors, to the extent considered applicable for
nancial statements.
(i)

(ii)

In respect of the xed assets of the Holding Company, subsidiary

companies, associate companies and jointly controlled companies
incorporated in India:
(a)

The respective companies have maintained proper records

showing full particulars, including quantitative details and
situation of the xed assets.

(b)

The Holding Company, subsidiary companies, associate companies

and jointly controlled companies incorporated in India have a
program of verication of xed assets to cover all the items in a
phased manner over a period of 1-3 years which, in our opinion
and the opinion of the other auditors, is reasonable having
regard to the size of the respective entities and the nature of
their assets. Pursuant to the program, certain xed assets were
physically veried by the Management of the respective entities
during the year. According to the information and explanations
given to us and the other auditors, no material discrepancies
were noticed on such verication.

In respect of the inventories of the Holding Company, subsidiary

companies, associate companies and jointly controlled companies
incorporated in India:
(a)

As explained to us and the other auditors, the inventories were

physically veried during the year by the Management of the
respective companies at reasonable intervals.

(b)

In our opinion and the opinion of the other auditors and

according to the information and explanations given to
us and the other auditors, the procedures of physical
verication of inventory followed by the Management of the
respective companies were reasonable and adequate in relation
to the size of the respective companies and the nature of their
business.

(c)

In our opinion and the opinion of the other auditors and

according to the information and explanations given to us and
the other auditors, the respective companies have maintained
proper records of their inventories and no material discrepancies
were noticed on physical verication.

(iii) The Holding Company, subsidiary companies, associate companies

and jointly controlled companies incorporated in India have not
granted any loans, secured or unsecured, to companies, rms or other
parties covered in the Register maintained under Section 189 of the
Companies Act, 2013 by the respective companies.

(iv) In our opinion and the opinion of the other auditors and according to
the information and explanations that some of the items purchased
are of special nature and suitable alternative sources are not readily
available for obtaining comparable quotations, there is an adequate
internal control system in the Holding Company, subsidiary companies,
associate companies and jointly controlled companies incorporated in
India commensurate with the size of the respective entities and the
nature of their business with regard to purchases of inventory and
xed assets and the sale of goods and services. During the course of
our and the other auditors audit, no major weakness in such internal
control system has been observed.
(v)

According to the information and explanations given to us and the

other auditors, the Holding Company, subsidiary companies, associate
companies and jointly controlled companies incorporated in India
have not accepted any deposit during the year and accordingly the
question of complying with Sections 73 and 76 of the Companies Act,
2013 does not arise. In respect of unclaimed deposits, the Holding
Company, subsidiary companies, associate companies and jointly
controlled companies incorporated in India have complied with the
provisions of Sections 74 and 75 or any other relevant provisions of the
Companies Act, 2013. According to the information and explanations
given to us and the other auditors, no Order has been passed by the
Company Law Board or the National Company Law Tribunal or the
Reserve Bank of India or any Court or any other Tribunal in respect of
any of the respective companies.

(vi) According to the information and explanations given to us and the

other auditors, in our opinion and the opinion of the other auditors,
the Holding Company, subsidiary companies, associate companies
and jointly controlled companies incorporated in India have, prima
facie, made and maintained the prescribed cost records pursuant to
the Companies (Cost Records and Audit) Rules, 2014, as amended
prescribed by the Central Government under sub-section (1) of Section
148 of the Companies Act, 2013. Neither we nor the other auditors
have, however, made a detailed examination of the cost records with
a view to determine whether they are accurate or complete.
(vii) According to the information and explanations given to us, in respect
of statutory dues of the Holding Company, subsidiary companies,
associate companies and jointly controlled companies incorporated in
India:
(a)

The respective companies have been generally regular in

depositing undisputed statutory dues, including Provident Fund,
Employees State Insurance, Income-Tax, Sales Tax, Wealth Tax,
Service Tax, Customs Duty, Excise Duty, Value Added Tax, Cess
and other material statutory dues applicable to the respective
companies with the appropriate authorities.

(b)

There were no undisputed amounts payable by the respective

entities in respect of Provident Fund, Employees State Insurance,
Income-Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty,
Excise Duty, Value Added Tax, Cess and other material statutory
dues in arrears as at 31st March, 2015 for a period of more than
six months from the date they became payable.

187

(c)

As at 31st March, 2015, the following are the particulars of dues on account of Income-Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise
Duty, Value Added Tax and Cess matters that have not been deposited on account of any disputes by the aforesaid companies:
Rupees crores

Nature of Statute

Nature of Dues

Forum where pending

Income-Tax Laws

Income Tax

Sales Tax Laws

Service Tax Laws

Excise duty Laws

Customs Duty Laws

Others

Sales Tax

Service Tax

Excise Duty

Customs Duty

Others

Period to which the

amount relates

Total

Supreme Court

2004 - 2005

4.09

High Court

2002 - 2008

597.31

Appellate Authority - Tribunal Level

1997 - 2013

185.53

Appellate Authority - Commissioner (Appeals)

1992 - 2014

429.47

Appellate Authority - Commissioner

1961 - 2013

23.28

Others

1988 - 2005

52.04

High Court

1987 - 2015

199.01

Appellate Authority - Tribunal Level

1987-2015

27.96

Appellate Authority - Commissioner (Appeals)

1994-2014

53.20

Appellate Authority - Commissioner

2002 - 2015

26.89

Supreme Court

2009 - 2011

2.53

High Court

2001 - 2003

0.54

Appellate Authority - Tribunal Level

2001-2014

Appellate Authority - Commissioner (Appeals)

2009 - 2013

3.03

Appellate Authority - Commissioner

2003 - 2015

22.87

Supreme Court

1996 - 1998

1.47

High Court

2006 - 2008

35.26

Appellate Authority - Tribunal Level

1989 - 2014

910.13

Appellate Authority - Commissioner (Appeals)

1996 - 1997

1.07

Appellate Authority - Commissioner

1991-2013

639.23

High Court

1996-2001

1.49

Appellate Authority - Tribunal Level

1996 - 2015

28.11

High Court

2006-2007

0.11

Appellate Authority - Tribunal Level

2007-2015

4.00

Others

2003-2009

1.72

Others
(d)

188

1,527.83

15.28

The aforesaid companies have been regular in transferring amounts to the Investor Education and Protection Fund in accordance with the relevant
provisions of the Companies Act, 1956 (1 of 1956) and Rules made thereunder within time.

MAHINDRA & MAHINDRA LIMITED (CONSOLIDATED)

(viii) The Group, its associate companies and jointly controlled companies
do not have consolidated accumulated losses at the end of the
nancial year and the Group, its associates companies and jointly
controlled companies have not incurred cash losses on a consolidated
basis during the nancial year covered by our audit and in the
immediately preceding nancial year.
(ix) In our opinion and the opinion of the other auditors and according to
the information and explanations given to us and to other auditors,
the Holding Company, subsidiary companies, associate companies and
jointly controlled companies incorporated in India have not defaulted
in repayment of dues to nancial institutions, banks and debenture
holders during the year.
(x)

(xii) To the best of our knowledge and according to the information and
explanations given to us and the other auditors, no fraud by the
Holding Company, its subsidiary companies, associate companies and
jointly controlled companies incorporated in India and no signicant
fraud on the Holding Company, its subsidiary companies, associate
companies and jointly controlled companies incorporated in India has
been noticed or reported during the year.

According to the information and explanations given to us, the Holding

Company, subsidiary companies, associate companies and jointly
controlled companies incorporated in India have not given guarantees
for loans taken by others from banks and nancial institutions.

(xi) In our opinion and the opinion of the other auditors and according to
the information and explanations given to us and the other auditors,
the term loans have been applied by the Holding Company, subsidiary
companies, associate companies and jointly controlled companies
incorporated in India during the year for the purposes for which they
were obtained.

For DELOITTE HASKINS & SELLS

Chartered Accountants
(Firms Registration No. 117364W)
Shyamak R Tata
Partner
(Membership No. 38320)
Mumbai, 29 th May, 2015

189

Consolidated Balance Sheet as at 31

st

March, 2015
Rupees crores
Note

I.

EQUITY AND LIABILITIES

SHAREHOLDERS FUNDS :
(a) Share Capital ....................................................................................
(b) Reserves and Surplus.......................................................................

MINORITY INTEREST
NON-CURRENT LIABILITIES :
(a) Long Term Borrowings....................................................................
(b) Deferred Tax Liabilities (Net) .........................................................
(c) Other Long Term Liabilities ............................................................
(d) Long Term Provisions ......................................................................

4
5

6
7A
8
9

2015

295.70
25,560.68

295.16
23,011.70
25,856.38

23,306.86

5,892.23

5,733.10

22,327.03
1,286.83
2,508.76
3,239.95

25,491.75
1,201.97
2,388.10
2,590.12
29,362.57

CURRENT LIABILITIES :
(a) Short Term Borrowings ...................................................................
(b) Trade Payables .................................................................................
(c) Other Current Liabilities .................................................................
(d) Short Term Provisions .....................................................................

10
11
12
13

7,177.44
11,355.20
12,786.45
2,413.71

Total .............
II.

ASSETS
NON-CURRENT ASSETS :
(a) Fixed Assets :
Tangible Assets ................................................................................
Intangible Assets .............................................................................
Capital Work-in-Progress ................................................................
Intangible Assets Under Development .........................................
(b)
(c)
(d)
(e)
(f)

Goodwill on Consolidation .............................................................

Non Current Investments................................................................
Deferred Tax Assets (Net)...............................................................
Long Term Loans and Advances ....................................................
Other Non Current Assets ..............................................................

14A
14B

15A
7B
16
17

15B
18
19
20
21
22

33,732.80

27,558.36

94,843.98

88,270.26

17,247.09
1,035.38
1,272.54
1,759.60

16,058.29
978.68
1,243.60
947.45

21,314.61
764.27
7,898.99
467.77
24,066.47
581.76

19,228.02
1,343.99
5,852.37
381.67
21,364.41
505.37

2,128.15
8,453.39
5,476.16
4,911.83
17,811.80
968.78

Total .............

31,671.94
2,780.65
11,799.84
10,479.33
2,498.54

55,093.87
CURRENT ASSETS :
(a) Current Investments ........................................................................
(b) Inventories ........................................................................................
(c) Trade Receivables ............................................................................
(d) Cash and Bank Balances .................................................................
(e) Short Term Loans and Advances....................................................
(f) Other Current Assets.......................................................................

2014

48,675.83
2,229.98
8,353.54
5,725.42
6,522.79
15,842.14
920.56

39,750.11

39,594.43

94,843.98

88,270.26

The accompanying notes 1 to 44 are an integral part of the Financial Statements

In terms of our report attached.
For Deloitte Haskins & Sells
Chartered Accountants

Shyamak R Tata
Partner
Mumbai, 29 th May, 2015

190

Bharat Doshi
Deepak S. Parekh
Nadir B. Godrej
M. M. Murugappan
R. K. Kulkarni
Anupam Puri
Vishakha N. Desai
Vikram Singh Mehta
S. B. Mainak

Anand G. Mahindra
Dr. Pawan Goenka

Chairman & Managing Director

Executive Director & Group President
(Auto and Farm Sector)

Directors

V. S. Parthasarathy
Narayan Shankar

Group Chief Financial Ofcer, Group CIO &

President (Group Finance and M&A)
Company Secretary
Mumbai, 29 th May, 2015

MAHINDRA & MAHINDRA LIMITED (CONSOLIDATED)

Consolidated Statement of Prot and Loss for the year ended 31

st

March, 2015
Rupees crores

Note
Revenue from Operations
Gross Revenue from Sale of Products and Services........................................................................
Less : Excise Duty ...............................................................................................................................

2015

2014

67,403.78
3,541.23

71,160.67
4,229.70

23

Net Revenue from Sale of Products and Services...........................................................................

Other Operating Revenue .................................................................................................................

23

63,862.55
8,086.04

66,930.97
7,069.96

Revenue from Operations (Net) .......................................................................................................

Other Income ......................................................................................................................................

24

71,948.59
525.03

74,000.93
505.09

72,473.62

74,506.02

25

40,386.83
2,188.73

43,252.55
1,879.01

26
27
28

274.13
7,146.55
3,156.69
2,123.83
13,443.84

(238.97)
6,885.94
2,953.93
2,169.57
12,341.91

Less : Cost of Manufactured/Purchased Products Capitalised ......................................................

68,720.60
284.78

69,243.94
239.67

Total Expenses ....................................................................................................................................

Prot Before Exceptional Items and Tax .........................................................................................
Add : Exceptional Items (Net) ...........................................................................................................

68,435.82
4,037.80
274.90

69,004.27
5,501.75
317.85

Prot Before Tax.................................................................................................................................

(Add)/Less : Tax Expense...................................................................................................................
Current Tax ...................................................................................................................
Less : MAT Credit Entitlement ...................................................................................

4,312.70

5,819.60

1,770.11
92.72

1,793.91
490.71

Net Current Tax ............................................................................................................

Deferred Tax (Net) .......................................................................................................

1,677.39
42.63

1,303.20
193.02

Prot for the year before share of Prot/(Loss) of Associates and Minority Interest ...............
Add/(Less) : Share of Prot/(Loss) of Associates for the year ......................................................

1,720.02
2,592.68
788.70

1,496.22
4,323.38
830.42

Prot before Minority Interest .........................................................................................................

Minority Share in (Prot)/Loss ..........................................................................................................

3,381.38
(243.91)

5,153.80
(486.87)

Net Prot for the year .......................................................................................................................

3,137.47

4,666.93

53.12
50.69

79.06
75.83

Total Revenue ....................................................................................................................................

EXPENSES :
Cost of Materials Consumed .............................................................................................................
Purchases of Stock-in-Trade ...............................................................................................................
Changes in Inventories of Finished Goods, Work-in-Progress, Stock-in-Trade and Manufactured
Components ........................................................................................................................................
Employee Benets Expense...............................................................................................................
Finance Costs ......................................................................................................................................
Depreciation and Amortisation Expense .........................................................................................
Other Expenses ...................................................................................................................................

Earnings per equity share

(Face value Rs. 5/- per share) (Rupees)
Basic .....................................................................................................................................................
Diluted .................................................................................................................................................

29

38

39

The accompanying notes 1 to 44 are an integral part of the Financial Statements

In terms of our report attached.
For Deloitte Haskins & Sells
Chartered Accountants

Shyamak R Tata
Partner
th

Mumbai, 29 May, 2015

Bharat Doshi
Deepak S. Parekh
Nadir B. Godrej
M. M. Murugappan
R. K. Kulkarni
Anupam Puri
Vishakha N. Desai
Vikram Singh Mehta
S. B. Mainak

Anand G. Mahindra
Dr. Pawan Goenka

Chairman & Managing Director

Executive Director & Group President
(Auto and Farm Sector)

Directors

V. S. Parthasarathy
Narayan Shankar

Group Chief Financial Ofcer, Group CIO &

President (Group Finance and M&A)
Company Secretary
Mumbai, 29 th May, 2015

191

Consolidated Cash Flow Statement

for the year ended 31st March, 2015

Rupees crores

A.

2015

2014

4,037.80

5,501.75

2,127.58
83.51

2,174.95
60.02

(398.66)

(400.80)

513.69
51.51
(21.31)
24.72
19.38
16.08

(0.76)

676.36
76.66
(10.56)
(1.62)
7.19
(1.12)
3.57

2,415.74

2,584.65

Operating Prot before Working Capital changes ............................................................................

6,453.54

8,086.40

Changes in :
Trade and other receivables .........................................................................................................
Loans against Assets * ..................................................................................................................
Inventories ......................................................................................................................................
Trade and other payables .............................................................................................................

(575.09)
(4,228.64)
(62.46)
1,168.63

(2,258.20)
(5,813.86)
(77.78)
1,094.42

(3,697.56)

(7,055.42)

Cash generated from operations .........................................................................................................

Income Taxes paid (Net of refunds) ....................................................................................................

2,755.98
(1,701.12)

1,030.98
(1,274.72)

NET CASH FROM/(USED IN) OPERATING ACTIVITIES .........................................................................

* In respect of nancial enterprises consolidated.

1,054.86

(243.74)

(4,758.93)
43.13
(80,046.58)
79,893.10
355.56
12.98
(557.15)
220.93
(26.50)
4.00

35.15
(60.96)

(3,665.28)
57.57
(66,102.06)
64,682.69
231.26
23.50
(543.77)
(232.48)
(16.30)
102.75
(112.70)
55.75
(20.81)

400.78

943.81

40.42

106.34

(4,444.07)

(4,489.73)

CASH FLOW FROM OPERATING ACTIVITIES :

Prot before exceptional items and taxation ....................................................................................
Adjustments for :
Depreciation, Amortisation and Impairment .............................................................................
(Prot)/Loss on Exchange (Net) ...................................................................................................
Investment and Interest Income [Excluding Rs. 0.12 crores (2014 : Rs. 0.11 crores) in
respect of nancial enterprises consolidated] ...........................................................................
Interest, Commitment and Finance charges [Excluding Rs. 2,643.00 crores (2014 :
Rs. 2,277.57 crores) in respect of nancial enterprises consolidated] .....................................
Employee Stock Compensation Expense.....................................................................................
Prot on sale of Investments (Net) .............................................................................................
(Prot)/Loss on xed assets sold/scrapped/written off (Net) ..................................................
Write off of Intangible Asset Under Development ...................................................................
Provision for diminution in value of long term investment .....................................................
Excess of cost over fair value of current investments (Net) .....................................................
Excess of cost over fair value of current investments reversed (Net) .....................................

B.

CASH FLOW FROM INVESTING ACTIVITIES :

Purchase of xed assets ........................................................................................................................
Sale of xed assets ................................................................................................................................
Purchase of investments .......................................................................................................................
Sale of investments................................................................................................................................
Interest received ....................................................................................................................................
Dividends received .................................................................................................................................
Bank deposits (Net) ...............................................................................................................................
(Increase)/Decrease in Earmarked & Margin account ........................................................................
Inter corporate deposits given .............................................................................................................
Inter corporate deposits refunded.......................................................................................................
Loan given ..............................................................................................................................................
Repayment of loan given......................................................................................................................
Purchase consideration paid on acquisition of holding interest in Subsidiaries ............................
Subscription (Net) received on divesture of Interest in Subsidiaries/Sale proceeds on disposal of
Subsidiaries .............................................................................................................................................
Exceptional Items :
Sale of Long Term Investments....................................................................................................
NET CASH USED IN INVESTING ACTIVITIES .........................................................................................

192

MAHINDRA & MAHINDRA LIMITED (CONSOLIDATED)

Consolidated Cash Flow Statement

(contd.)
Rupees crores

C.

2015

2014

2.60

183.90

CASH FLOW FROM FINANCING ACTIVITIES :

Proceeds from Issue of Share Capital (including Securities Premium).............................................
Proceeds from borrowings....................................................................................................................

47,957.34

60,506.94

Repayments of borrowings ...................................................................................................................

(45,084.40)

(53,264.69)

Net increase in Loans repayable on demand and cash credit ..........................................................

482.25

(171.49)

Dividends paid........................................................................................................................................

(1,199.64)

(1,094.20)

Interest, Commitment and Finance charges paid ..............................................................................

(488.77)

(583.08)

NET CASH FROM FINANCING ACTIVITIES............................................................................................

1,669.38

5,577.38

NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS ......................................................

(1,719.83)

843.91

OPENING CASH AND CASH EQUIVALENTS .........................................................................................

4,632.88

3,822.84

CASH AND BANK BALANCE ON ACQUISITION/(DISPOSAL) OF SUBSIDIARIES (NET) .....................

(192.58)

(33.87)

CLOSING CASH AND CASH EQUIVALENTS ..........................................................................................

2,720.47

4,632.88

193

Notes to the Consolidated Cash Flow Statement

for the year ended 31st March, 2015

Rupees crores
2015

2014

1.

The above Cash Flow Statement has been prepared under the indirect method as set out in
Accounting Standard 3 Cash Flow Statement

2.

Cash and Cash Equivalents ...................................................................................................................

2,720.47

4,632.88

Unrealised Gain on foreign currency Cash and Cash Equivalents ....................................................

(0.08)

(0.04)

2,720.39

4,632.84

Other Bank Balances .............................................................................................................................

2,191.44

1,889.95

Cash and Bank Balances ........................................................................................................................

4,911.83

6,522.79

In terms of our report attached.

For Deloitte Haskins & Sells
Chartered Accountants

Shyamak R Tata
Partner
th

Mumbai, 29 May, 2015

194

Bharat Doshi
Deepak S. Parekh
Nadir B. Godrej
M. M. Murugappan
R. K. Kulkarni
Anupam Puri
Vishakha N. Desai
Vikram Singh Mehta
S. B. Mainak

Anand G. Mahindra
Dr. Pawan Goenka

Chairman & Managing Director

Executive Director & Group President
(Auto and Farm Sector)

Directors

V. S. Parthasarathy
Narayan Shankar

Group Chief Financial Ofcer, Group CIO &

President (Group Finance and M&A)
Company Secretary
Mumbai, 29 th May, 2015

MAHINDRA & MAHINDRA LIMITED (CONSOLIDATED)

Notes forming part of the Consolidated Financial Statements

1.

for the year ended 31st March, 2015

The Consolidated Financial Statements relate to Mahindra & Mahindra Limited (M&M, the Company) and its subsidiaries, joint ventures and
associates. The Consolidated Financial Statements have been prepared in accordance with Accounting Standard 21 (AS 21) Consolidated
Financial Statements, Accounting Standard 23 (AS 23) Accounting for Investment in Associates in Consolidated Financial Statements and
Accounting Standard 27 (AS 27) Financial Reporting of Interests in Joint Ventures notied by the Companies (Accounting Standard) Rules,
2006. The Consolidated Financial Statements have been prepared on the following basis :
(a) Investments in Subsidiaries :
(i)

The Financial Statements of the Company and its subsidiary companies have been combined on a line by line basis by adding
together the book values of like items of assets, liabilities, income and expenses. Intra group balances, intra group transactions and
unrealised prots or losses have been fully eliminated.

(ii) The difference between the costs of investment in the subsidiaries and the Companys share of equity at the time of acquisition of
shares in the subsidiaries is recognised in the Financial Statements as Goodwill on consolidation or Capital Reserve on consolidation.
(iii) The difference between the proceeds from disposal of investment in a subsidiary and the carrying amount of its assets less liabilities
as of date of disposal is recognised in the Statement of Prot and Loss as prot or loss on disposal of investment in subsidiaries.
(iv) Minority Interest in the net assets of consolidated subsidiaries consists :
(a) the amount of equity attributable to minorities at the date on which investment in a subsidiary is made; and
(b) the minorities share of movements in equity since the date the parent subsidiary relationship comes into existence.
(v)

The Financial Statements of the subsidiaries are drawn up to 31st March, 2015.

The subsidiaries (which along with Mahindra & Mahindra Limited, the parent, constitute the group) considered in the presentation of these
Consolidated Financial Statements are:

Name of the Subsidiary Company

Country of
Incorporation

Proportion of ownership
interest*
as at
31-03-2015

as at
31-03-2014
54.83%

Proportion of voting power

where different
as at
31-03-2015

as at
31-03-2014

100.00%

100.00%

100.00%

100.00%

85.00%

85.00%

89.00%

89.00%

100.00%

100.00%

Indian Subsidiaries
1. Mahindra First Choice Wheels Limited ........................................

India

45.50%

2. Mahindra Lifespace Developers Limited ......................................

India

50.83%

51.03%

3. Mahindra Consulting Engineers Limited .....................................

India

54.16%

54.16%

4. Bristlecone India Limited ...............................................................

India

77.71%

78.38%

5. Mahindra Engineering and Chemical Products Limited.............

India

100.00%

100.00%

6. Mahindra Gujarat Tractor Limited ................................................

India

60.00%

60.00%
75.64%

7. Mahindra Holidays & Resorts India Limited ................................

India

75.64%

8. Mahindra Infrastructure Developers Limited .............................

India

50.83%

51.03%

9. Mahindra Intertrade Limited ........................................................

India

100.00%

100.00%

10. Mahindra & Mahindra Financial Services Limited ......................

India

51.62%

51.68%

11. Mahindra Steel Service Centre Limited ........................................

India

61.00%

61.00%

12. Mahindra Shubhlabh Services Limited .........................................

India

100.00%

100.00%

13. NBS International Limited .............................................................

India

100.00%

100.00%

14. Mahindra Insurance Brokers Limited ...........................................

India

43.88%

15. Mahindra Engineering Services Limited# ...................................

India

16. Mahindra World City Developers Limited ...................................

India

17. Mahindra Gears & Transmissions Private Limited$ .....................

India

18. Mahindra Trucks and Buses Limited .............................................

India

43.92%
99.87%

45.24%

45.42%

100.00%

100.00%

76.67%

19. Mahindra World City (Maharashtra) Limited ..............................

India

50.83%

51.03%

20. Mahindra Automobile Distributor Private Limited .....................

India

95.00%

95.00%

21. Mahindra Ugine Steel Company Limited $..................................

India

22. Mahindra World City (Jaipur) Limited .........................................

India

37.61%

50.41%
37.76%

74.00%

74.00%

23. Mahindra Integrated Township Limited ......................................

India

48.95%

49.15%

99.14%

99.14%

195

Name of the Subsidiary Company

Country of
Incorporation

Proportion of ownership
interest*
as at
31-03-2015

as at
31-03-2014

Proportion of voting power

where different
as at
31-03-2015

as at
31-03-2014

24. Mahindra Vehicle Manufacturers Limited ...................................

India

100.00%

100.00%

25. Mahindra Hotels and Residences India Limited ..........................

India

75.64%

75.64%

100.00%

100.00%

100.00%

100.00%

26. Knowledge Township Limited.......................................................

India

50.83%

51.03%

27. Mahindra Holdings Limited...........................................................

India

100.00%

100.00%

28. Mahindra Logistics Limited ...........................................................

India

84.01%

88.60%

29. Mahindra Rural Housing Finance Limited ...................................

India

45.17%

45.22%

87.50%

87.50%

30. Mahindra Residential Developers Limited ...................................

India

48.95%

49.15%

100.00%

100.00%

31. Mahindra Aerospace Private Limited ...........................................

India

66.67%

66.67%

32. Mahindra First Choice Services Limited .......................................

India

100.00%

100.00%

33. Mahindra Heavy Engines Private Limited ....................................

India

100.00%

100.00%

34. Mahindra Bebanco Developers Limited .......................................

India

35.58%

35.72%

70.00%

70.00%

35. Industrial Township (Maharashtra) Limited ................................

India

50.83%

51.03%

100.00%

100.00%

36. Crest Geartech Private Limited$ ...................................................

India

51.00%

100.00%

37. Mahindra Business & Consulting Services Private Limited .....

India

51.68%

100.00%

38. Mahindra Two Wheelers Limited .................................................

India

88.91%

88.46%

39. Defence Land Systems India Limited (formerly known as

Defence Land Systems India Private Limited) .............................

India

100.00%

100.00%

40. Mahindra Internet Commerce Private Limited (formerly known

as Mahindra United Football Club Private Limited) ...................

India

96.22%

100.00%

41. Retail Initiative Holdings Limited .................................................

India

100.00%

100.00%

42. Mahindra Retail Private Limited ...................................................

India

96.22%

95.69%

43. Mahindra Electrical Steel Private Limited ....................................

India

100.00%

100.00%

50.83%

51.03%

44. Raigad Industrial & Business Park Limited ..................................

India

45. Mahindra Conveyor Systems Private Limited

(upto 31st July, 2014) ......................................................................

India

46. Mahindra Punjab Tractors Private Limited ..................................

India

100.00%

100.00%

47. Mahindra Namaste Private Limited ..............................................

India

100.00%

100.00%

48. Mahindra Reva Electric Vehicles Private Limited ........................

India

75.72%

73.42%

49. Anthurium Developers Limited.....................................................

India

50.83%

51.03%

50. Mahindra Integrated Business Solutions Private Limited ..........

India

100.00%

100.00%

51. Mahindra Aerostructures Private Limited....................................

India

66.67%

66.67%

India

100.00%

100.00%

53. Mahindra Telecommunications Investment Private Limited ......

India

100.00%

100.00%

54. Mahindra Sanyo Special Steel Private Limited ............................

India

51.00%

51.00%

55. Bell Tower Resorts Private Limited @ ...........................................

India
India

100.00%

100.00%

100.00%

100.00%

100.00%

100.00%

91.50%

52. Mahindra EPC Services Private Limited ........................................

56. Swaraj Automotives Limited .........................................................

100.00%

75.64%
71.19%

100.00%

71.19%

57. EPC Industrie Limited .....................................................................

India

54.78%

54.80%

58. Mahindra Defence Naval Systems Private Limited .....................

India

100.00%

100.00%

59. Mahindra Defence Systems Limited .............................................

India

100.00%

100.00%

60. Divine Heritage Hotels Private Limited........................................

India

75.64%

75.64%

100.00%

100.00%

61. Gables Promoters Private Limited ................................................

India

75.64%

75.64%

100.00%

100.00%

62. 2 x 2 Logistics Private Limited.......................................................

India

46.20%

88.60%

55.00%

100.00%

63. Holiday on Hills Resorts Private Limited ......................................

64. Industrial Cluster Private Limited (formerly known as Mahindra
Housing Private Limited) ...............................................................
65. Mahindra Telephonics Integrated Systems Limited ....................

India

75.64%

75.64%

100.00%

100.00%

India
India

50.83%
74.00%

51.03%
74.00%

100.00%

100.00%

196

MAHINDRA & MAHINDRA LIMITED (CONSOLIDATED)

Name of the Subsidiary Company

66. Mahindra Investments (India) Private Limited$ ..........................

67. Mahindra HZPC Private Limited (formerly known as Mahindra
Investments (International) Private Limited)...............................
Mahindra Asset Management Company Private Limited ..........
Mahindra Offgrid Services Private Limited .................................
Mahindra Trustee Company Private Limited ...............................
Brightsolar Renewable Energy Private Limited ...........................
Cleansolar Renewable Energy Private Limited ............................
Mahindra Auto Steel Private Limited ...........................................
Mahindra Electoral Trust Company ............................................
Competent Hotels Private Limited (w.e.f 18 th June, 2014) ........
Mahindra UNIVEG Private Limited (w.e.f. 9 th July, 2014) ...........
Lords Freight (India) Private Limited
(w.e.f. 7th August, 2014).................................................................
78. Mriyalguda Farm Solution Limited (w.e.f. 11th August, 2014) ...
79. Mahindra Industrial Park Chennai Limited (w.e.f. 22nd
December, 2014) .............................................................................

68.
69.
70.
71.
72.
73.
74.
75.
76.
77.

Country of
Incorporation

Proportion of ownership
interest*
as at
31-03-2015

India

as at
31-03-2014

Proportion of voting power

where different
as at
31-03-2015

as at
31-03-2014

100.00%

100.00%

100.00%

100.00%

100.00%

India
India
India
India
India
India
India
India
India
India

59.95%
51.62%
100.00%
51.62%
100.00%
100.00%
51.00%
100.00%
75.64%
60.00%

100.00%
51.68%
100.00%
51.68%
100.00%
100.00%
100.00%
100.00%

India
India

50.41%
69.00%

60.00%

India

45.24%

100.00%

Australia

100.00%

100.00%

Foreign Subsidiaries
80. Mahindra Automotive Australia Pty. Limited .............................

100.00%

81. Mahindra Aerospace Australia Pty. Limited ................................

Australia

66.67%

66.67%

100.00%

100.00%

82. Aerostaff Australia Pty. Limited ...................................................

Australia

66.67%

66.67%

100.00%

100.00%

83. Gipp Aero Investments Pty. Limited.............................................

Australia

50.07%

50.07%

75.10%

75.10%

84. Gippsaero Pty. Limited...................................................................

Australia

50.07%

50.07%

100.00%

100.00%

85. GA8 Airvan Pty. Limited ................................................................

Australia

50.07%

50.07%

100.00%

100.00%

86. GA200 Pty. Limited ........................................................................

Australia

50.07%

50.07%

100.00%

100.00%

87. Airvan Flight Services Pty. Limited ...............................................

Australia

50.07%

50.07%

100.00%

100.00%

88. Nomad TC Pty. Limited ..................................................................

Australia

50.07%

50.07%

100.00%

100.00%

89. Bristlecone Consulting Limited .....................................................

Canada

77.71%

78.38%

100.00%

100.00%

90. Bristlecone Limited .........................................................................

Cayman Islands

77.71%

78.38%
100.00%

100.00%

91. Mahindra Yueda (Yancheng) Tractor Company Limited............

China

51.00%

51.00%

92. Ssangyong Motor (Shanghai) Company Limited ........................

China

73.23%

73.23%

93. Jiangxi Mahindra Yueda Tractor Company Limited

(upto 17th June, 2014) ....................................................................

China

45.58%

89.37%

94. Mahindra Gears Cyprus Limited (upto 15th September, 2014)...

Cyprus

53.34%

100.00%

95. Peugeot Motocycles S.A.S. (w.e.f. 19th January, 2015) .................

France

45.34%
77.71%

51.00%

96. Bristlecone GmbH ...........................................................................

Germany

97. Mahindra Engineering GmbH# .....................................................

Germany

78.38%

98. Peugeot Motocycles Deutschland GmbH

(w.e.f. 19 th January, 2015) ..............................................................

Germany

45.34%

99. Mahindra Europe S.r.l. ..................................................................

Italy

100.00%

100.00%

100. Mahindra Graphic Research Design S.r.l. ....................................

Italy

100.00%

100.00%

101. Metalcastello S.p.A. $ ....................................................................

Italy

102. Mahindra Racing S.r.l. ....................................................................

Italy

100.00%

100.00%

103. Peugeot Motocycles Italia S.p.A. (w.e.f. 19 th January, 2015) .....

Italy

45.34%

104. Ssangyong Motor Company ..........................................................

South Korea

73.23%

100.00%

99.87%

100.00%
100.00%

100.00%

51.00%

95.61%

100.00%
73.23%

197

Proportion of ownership
interest*

Proportion of voting power

where different

Name of the Subsidiary Company

Country of
Incorporation

105. Convington S.a.r.l. (w.e.f. 17th July, 2014) ....................................

Luxembourg

75.64%

100.00%

106. Mahindra Two Wheelers Europe Holdings S.a.r.l.

(w.e.f. 2nd December, 2014) ...........................................................

Luxembourg

88.91%

100.00%

107. Mahindra Overseas Investment Company (Mauritius) Limited ...

Mauritius

100.00%
57.00%

as at
31-03-2015

as at
31-03-2014

108. Mahindra-BT Investment Company (Mauritius) Limited ............

Mauritius
Mauritius

100.00%

110. Mahindra Gears Global Limited$ ..................................................

Mauritius

53.34%

111. MHR Holdings (Mauritius) Limited (w.e.f. 11 July, 2014) .........

Mauritius

as at
31-03-2014

100.00%

109. Mahindra Gears International Limited$ ......................................

th

as at
31-03-2015

57.00%

75.64%

100.00%

112. Bristlecone (Malaysia) Sdn. Bhd........................................................

Malaysia

77.71%

78.38%

100.00%

100.00%

113. Heritage Bird (M) Sdn. Bhd...........................................................

Malaysia

75.64%

75.64%

100.00%

100.00%

114. Ssangyong European Parts Center B.V. ........................................

Netherlands

73.23%

73.23%

100.00%

100.00%

115. Bristlecone (Singapore) Pte. Limited ............................................

Singapore

77.71%

78.38%

100.00%

100.00%

116. Mahindra & Mahindra South Africa (Proprietary) Limited........

South Africa

100.00%

100.00%

117. Bristlecone International AG .........................................................

Switzerland

77.71%

78.38%

100.00%

100.00%

118. Mahindra MiddleEast Electrical Steel Service Centre (FZC) .......

UAE

90.00%

90.00%

119. Mahindra Emirates Vehicle Armouring FZ-LLC............................

UAE

51.00%

51.00%

120. Bristlecone UK Limited ..................................................................

U.K.

77.71%

78.38%

100.00%

100.00%

121. Mahindra Engineering Services (Europe) Limited# ....................

U.K.

nd

99.87%

122. Mahindra Racing UK Limited (w.e.f. 22 May, 2014).................

U.K.

100.00%

123. Mahindra USA Inc. .........................................................................

U.S.A.

100.00%

100.00%

77.71%

78.38%

100.00%

124. Bristlecone Inc.................................................................................

U.S.A.

125. Mahindra Holidays and Resorts USA Inc.

(upto 19th May, 2014) .....................................................................

100.00%

100.00%

U.S.A.

75.64%

100.00%

126. Mahindra Technologies Services Inc.#..........................................

U.S.A.

99.87%

100.00%

127. Mahindra Tractor Assembly Inc. ...................................................

U.S.A.

100.00%

100.00%

128. Mahindra North American Technical Center, Inc........................

U.S.A.

100.00%

100.00%

129. Innity Hospitality Group Company Limited ..............................

Thailand

55.97%

55.97%

100.00%

100.00%

130. MH Boutique Hospitality Limited .................................................

Thailand

37.07%

37.07%

49.00%

49.00%

excluding shares issued to ESOP Trusts of the respective entities/their holding companies but not allotted to employees as per the Guidance
Note on Accounting for Employee Share Based Payments issued by The Institute of Chartered Accountants of India.

represents companies which ceased to be subsidiaries during the year as per scheme of arrangement. The appointed date and effective date
is 1st April, 2013 and 8th December, 2014 respectively.

represents companies which ceased to be subsidiaries during the year as per scheme of arrangement. The appointed date and effective date
is 1st October, 2013 and 10 th December, 2014 respectively.

represents company which ceased to be a subsidiary during the year as per scheme of arrangement. The appointed date and effective date
is 1st April, 2014 and 18th April, 2015 respectively.

represents company which ceased to be a subsidiary during the year as per scheme of arrangement. The appointed date and effective date
is 1st April, 2013 and 31st July, 2014 respectively.

198

MAHINDRA & MAHINDRA LIMITED (CONSOLIDATED)

(b) Interests in Joint Ventures :

The Groups interests in jointly controlled entities of the Group are :
Name of the Entity
1.
2.
3.

Mahindra Sona Limited ..................................................................

Mahindra Water Utilities Limited ** .............................................
Mahindra Inframan Water Utilities Private Limited ** ...............

4.
5.
6.
7.
8.

Mahindra Solar One Private Limited # $ ......................................

Mahindra Homes Private Limited ^ ...............................................
Mahindra Finance USA LLC @ ........................................................
Arabian Dreams Hotel Apartments LLC ....................................
Jinan Qingqi Peugeot Motorcycle Company Limited
(w.e.f. 19 th January, 2015) ...........................................................

**
#
@
^

Country of
Incorporation
India
India

Percentage of ownership
interest as at 31-03-2015
29.77%
50.00%

Percentage of ownership
interest as at 31-03-2014
29.77%
50.00%

India
India
India
U.S.A.
U.A.E.

50.00%
26.00%
50.00%
49.00%
49.00%

50.00%
26.00%
50.00%
49.00%
49.00%

China

50.00%

Shareholding is through a subsidiary, Mahindra Infrastructure Developers Limited.

Shareholding is through a subsidiary, Mahindra Holdings Limited.
Shareholding is through a subsidiary, Mahindra & Mahindra Financial Services Limited.
Shareholding is through a subsidiary, Mahindra Lifespace Developers Limited.
Shareholding is through a subsidiary, Mahindra Holidays & Resorts India Limited.
Mahindra Solar One Private Limited has two subsidiaries; Mahindra Suryaprakash Private Limited where it holds 69.90% and Mahindra
Suryaurja Private Limited where it holds 100%.
Shareholding is through a subsidiary, Peugeot Motocycles S.A.S.

The nancial statements of the Joint Ventures are drawn up to 31st March, 2015
(c)

Investments in Associates :
The Groups Associates are :

1.

Mahindra Construction Company Limited....................................

Country of
Incorporation
India

2.
3.
4.

Ofcemartindia.com Limited .........................................................

Rathna Bhoomi Enterprises Private Limited ** ............................
Kota Farm Services Limited ............................................................

India
India
India

50.00%
25.41%
45.00%

50.00%
25.53%
45.00%

5.
6.
7.
8.
9.
10.
11.
12.

Mriyalguda Farm Solution Limited (upto 10 th August, 2014) .....

Mega One Stop Farm Services Limited .........................................
Swaraj Engines Limited ...................................................................
Mahindra & Mahindra Contech Limited # ....................................
PSL Media & Communications Limited # ......................................
Tech Mahindra Limited ##..............................................................
Mahindra CIE Automotive Limited ................................................
CIE Automotive, S.A. @...................................................................

India
India
India
India
India
India
India
Spain

45.00%
33.22%
46.66%
36.12%
26.71%
20.21%
12.44%

45.00%
45.00%
33.22%
46.66%
36.12%
26.01%
0.32%
13.50%

13. Kismat Developers Private Limited ^ ............................................

14. Topical Builders Private Limited ^ .................................................

India
India

42.86%
50.00%

42.86%
50.00%

15. Mahindra Tsubaki Conveyor Systems Private Limited (formerly

known as Mahindra Conveyor Systems Private Limited)
(w.e.f. 1st August, 2014) ..................................................................
16. Holiday Club Resort Oy (w.e.f. 21st November, 2014)...............

India
Finland

49.00%
22.34%

Name of the Entity

Percentage of ownership
interest as at 31-03-2015
37.49%

Percentage of ownership
interest as at 31-03-2014
37.49%

The nancial statements of the Associates are drawn upto 31st March, 2015, except for CIE Automotive, S.A. where it is upto 31st December, 2014.
** Shareholding is through a subsidiary, Mahindra Infrastructure Developers Limited.
#
Shareholding is through the Company and its subsidiary, Mahindra Holdings Limited.
^
Shareholding is through a subsidiary, Mahindra Lifespace Developers Limited.
@ Shareholding is through a subsidiary, Mahindra Overseas Investment Company (Mauritius) Limited.

Shareholding is through a subsidiary, Convington S..r.l.

Shareholding is through a subsidiary, Mahindra Engineering and Chemical Products Limited.

## Shareholding is through the Company and its subsidiaries, Mahindra Holdings Limited and Mahindra-BT Investment Company (Mauritius)
Limited.

199

2.

Signicant Accounting Policies :

(A) Basis of Accounting :
The nancial statements of the Company have been prepared in accordance with the generally accepted accounting principles in India
(Indian GAAP) and comply with the Accounting Standards specied under Section 133 of the Companies Act, 2013, read with rule 7 of
the Companies (Accounts) Rules, 2014.
(B) Tangible Assets :
(a) (i)

Tangible assets are carried at cost less depreciation except as stated in (ii) below. Cost includes nancing cost relating to
borrowed funds attributable to the construction or acquisition of qualifying tangible assets upto the date the assets are ready
for use. Where the acquisition of depreciable tangible assets are nanced through long term foreign currency loans (having a
term of 12 months or more at the time of their origination) the exchange differences on such loans are added to or subtracted
from the cost of such depreciable tangible assets.
When an asset is scrapped or otherwise disposed off, the cost and related depreciation are removed from the books of account
and resultant prot (including capital prot) or loss, if any, is reected in the Statement of Prot and Loss.

(ii) Land and Buildings, of the parent company had been revalued as at 31st October, 1984 at depreciated replacement values on
the basis of a valuation made by a rm of Chartered Surveyors and Valuers. The indices, if any, used are not stated in the
valuation.
(b) (i)

Leasehold land is amortised over the period of the lease.

(ii) Depreciation on assets is calculated on Straight Line Method over its useful life estimated by management/the Companys
expected usage pattern supported by technical assessment or on the basis of depreciation rates/useful lives prescribed under
respective local laws.
(C) Intangible Assets :
Intangible Assets are initially measured at cost and amortised so as to reect the pattern in which the assets economic benets are
consumed.
(a) Technical Knowhow :
The expenditure incurred is amortised over the estimated period of benet, not exceeding six years commencing with the year of
purchase of the technology.
(b) Development Expenditure :
The expenditure incurred on technical services and other project/product related expenses are amortised over the estimated period
of benet, not exceeding ve years.
(c)

Software Expenditure :
The expenditure incurred is amortised over three nancial years equally commencing from the year in which the expenditure is
incurred.

(d) Websites :
The expenditure incurred is amortised over the estimated period of benet, not exceeding ve years.
(e) Vacation Ownership :
The expenditure incurred on vacation ownership is amortised over a period of ten years.
(f)

Trademarks :
The expenditure incurred is amortised over the estimated period of benet, not exceeding ten years.

(g) Non-Compete Fees :

Non-Compete payments are amortised equally over the estimated period of benet, not exceeding ten years.
(D) Impairment of Assets :
The carrying value of assets/cash generating units at each balance sheet date are reviewed for impairment. If any indication of impairment
exists, the recoverable amount of such assets is estimated and impairment is recognised, if the carrying amount of these assets exceeds
their recoverable amount. The recoverable amount is the greater of the net selling price and their value in use. Value in use is arrived
at by discounting the future cash ows expected to arise from the continuing use of an asset and from its disposal at the end of its
useful life to their present value based on an appropriate discount factor. When there is indication that an impairment loss recognised
for an asset in earlier accounting periods no longer exists or may have decreased, such reversal of impairment loss is recognised in the
Statement of Prot and Loss, except in case of revalued assets.

200

MAHINDRA & MAHINDRA LIMITED (CONSOLIDATED)

(E) Investments :
Long term investments, other than in Associates, are carried at cost. However, provision for diminution in value is made to recognise a
decline other than temporary, in the value of investments. Current investments are valued at the lower of cost and fair value, determined
by category of investment. Investments in Associates are accounted using the equity method.
(F)

Inventories :
Inventories are stated at cost or net realisable value, whichever is lower. Cost is arrived at on a weighted average method and includes,
where appropriate, manufacturing overheads and excise duty. Cost of the inventory, includes interest, where appropriate, for long term
projects.

(G) Foreign Exchange Transactions :

Transactions in foreign currencies (other than rm commitments and highly probable forecast transactions) are recorded at the exchange
rates prevailing on the date of transaction. Monetary items are translated at the year-end rates. The exchange difference between the
rate prevailing on the date of transaction and on the date of settlement as also on translation of monetary items at the end of the year
(other than those relating to long term foreign currency monetary items) is recognised as income or expense, as the case may be.
Exchange differences relating to long term foreign currency monetary items, to the extent they are used for nancing the acquisition
of depreciable assets are added to or substracted from the cost of such depreciable assets and the balance accumulated in Foreign
Currency Monetary Item Translation Difference Account and amortised over the balance term of the long term monetary item.
Any premium or discount arising at the inception of a forward exchange contract is recognised as income or expense over the life of the
contract, except in the case where the contract is designated as a cash ow hedge.
(H) Derivative Instruments and Hedge Accounting :
The Company uses foreign currency forward contracts and currency options to hedge its risks associated with foreign currency uctuations
relating to certain rm commitments and highly probable forecast transactions. The Company does not hold derivative nancial instruments
for speculative purposes. The Company has applied to such contracts the hedge accounting principles set out in Accounting Standard 30
Financial Instruments : Recognition and Measurement (AS 30) by marking them to market at each reporting date.
Changes in the fair value of the contracts that are designated and effective as hedges of future cash ows are recognised directly in
Hedging Reserve Account and the ineffective portion is recognised immediately in the Statement of Prot and Loss.
(I)

Revenue Recognition :
(a) Sale of products and services including export benets thereon are recognised when the products are shipped or services rendered.
Excise duty recovered on sales is included in Revenue from Operations.
(b) Long Term Contracts and Property Development Activity :
Income from real estate sales is recognised on the transfer of all signicant risks and rewards of ownership to the buyers and it is not
unreasonable to expect ultimate collection and no signicant uncertainty exists regarding the amount of consideration. However
if, at the time of transfer substantial acts are yet to be performed under the contract, revenue is recognised on proportionate basis
as the acts are performed, i.e. on the percentage of completion basis. Revenues from real estate projects are recognised only when
the actual project costs incurred is at least 25 % of the total estimated project costs including land and when at least 10% of the
sales consideration is realised.
In accordance with the Guidance Note on Accounting for Real Estate Transactions (Revised 2012) issued by the Institute of Chartered
Accountants of India, in case of projects commencing on or after 1st April, 2012 or in case of projects which have already commenced
but where revenue is being recognised for the rst time on or after 1st April, 2012, revenues will be recognized from these real
estate projects only when;
i.

the actual construction and development cost incurred is at least 25% of the total construction and development cost (without
considering land cost) and

ii.

when at least 10% of the sales consideration is realised and

iii.

where 25% of the total saleable area of the project is secured by contracts of agreement with buyers.

Income from long term contracting assignments is also recognised on the percentage of completion basis. As the long term contracts
necessarily extend beyond one year, revision in costs and revenues estimated during the course of the contract are reected in the
accounting period in which the facts requiring the revision become known. Any expected loss on a project is recognised in the year
in which costs incurred together with the balance costs to completion are likely to be in excess of the estimated revenues from
project. Unbilled costs are carried as construction work-in-progress.
Determination of revenues under the percentage of completion method necessarily involves making estimates by the Company,
some of which are of a technical nature, concerning, where relevant, the percentages of completion, costs to completion, the
expected revenues from the project/activity and the foreseeable losses to completion.

201

Project Management Fees receivable on xed period contracts is accounted over the tenure of the contract/agreement. Where the
fee is linked to the input costs, revenue is recognised as a proportion of the work completed based on progress claims submitted.
Where the management fee is linked to the revenue generation from the project, revenue is recognised on the percentage of
completion basis.
(c)

Lease and Rental Income :

Land lease premium is recognised as income upon creation of leasehold rights in favour of the Lessee or upon an agreement to
create leasehold rights with handing over of possession.
Property lease rental, income from operation and maintenance charges and water charges are recognised on an accrual basis as per
terms of the agreement with the lessees.

(d) Income from Loan :

Interest Income from loan transactions is accounted for by applying the interest rate implicit in such contracts. Service charges,
documentation charges and other fees on loan transactions are recognised at the commencement of the contract. Subvention
received from dealers/manufacturers on retail cases is booked over the period of the contract.
(e) Income from Assignment :
Receivables under the assignment transactions are de-recognized in the Balance Sheet when they are sold subject to the portion of
loan assets which is required under the Minimum Retention Criteria and reected as Loans and Advances. The amount of prot in
cash on such transactions is held under an accounting head styled as Cash prot on loan transfer transactions pending recognition
maintained on an individual transaction basis. The amortisation of cash prot arising out of loan assignment transaction is done at
the end of every nancial year based on the prescribed formula.
(f)

Vacation Ownership Business :

The activity of selling vacation ownership and providing holiday facilities to members for a specied period each year, over a
number of years, for which membership fee is collected either in full up front, or on a deferred payment basis. Admission fee,
which is non-refundable, is recognized as income on admission of a member. Entitlement fee (disclosed under Deferred Income
- Entitlement fee), which entitles the vacation ownership member for the vacation ownership facilities is recognised as income
equally over the period of membership commencing from the year of admission of each member. Requests for cancellation of
membership is accounted for when it is accepted. In respect of instalments considered doubtful of recovery by the management,
the same is treated as a cancellation and related revenues are de-recognised.

(g) Dividends from investments are recognised in the Statement of Prot and Loss when the right to receive payment is established.
(J)

Government Grants :
The Company, directly or indirectly through a consortium of Mahindra Group Companies, is entitled to various incentives from government
authorities in respect of manufacturing units located in developing regions. The Company accounts for its entitlement as income on
accrual basis.

(K) Employee Benets :

In respect of Dened Contribution Plan/Dened Benet Plan/Long Term Compensated Absences.
Groups contributions paid/payable during the year to Superannuation Fund, ESIC and Labour Welfare Fund are recognised in the
Statement of Prot and Loss.
Contributions to Provident Fund are made to Trusts administered by Group Companies or Regional Provident Fund Commissioners
and are charged to Statement of Prot and Loss as incurred. The group companies are liable for the contribution and any shortfall in
interest between the amount of interest realised by the investments and the interest payable to members at the rate declared by the
Government of India in respect of the Trusts administered by the group companies.
The Groups liability towards gratuity, long term compensated absences, post retirement medical benet and post retirement housing
allowance schemes are determined by independent actuaries, using the projected unit credit method. Past services are recognised on
a straight line basis over the average period until the benets become vested. Actuarial gains and losses are recognised immediately
in the Statement of Prot and Loss as income or expense. Obligation is measured at the present value of estimated future cash ows
using a discounted rate that is determined by reference to the market yields at the Balance Sheet date on Government Bonds where the
currency and terms of the Government Bonds are consistent with the currency and estimated terms of the dened benet obligation.
In respect of Employee Stock Option Scheme :
The compensation cost of stock options granted to employees is measured by the Intrinsic Value Method. The intrinsic value, which is the
excess of the market price of the underlying equity shares as of the date of the grant over the exercise price of the option, is recognised
and amortised on straight line basis over the vesting period.

202

MAHINDRA & MAHINDRA LIMITED (CONSOLIDATED)

(L)

Borrowing Costs :
All borrowing costs are charged to the Statement of Prot and Loss except :
(i)

Borrowing costs that are attributable to the acquisition or construction of qualifying tangible and intangible assets that necessarily
take a substantial period of time to get ready for their intended use, which are capitalised as part of the cost of such assets.

(ii) Expenses incurred on raising long term borrowings are amortised over the period of borrowings. On early buyback, conversion or
repayment of borrowings, any unamortised expenditure is fully written off in that year.
(M) Product Warranty :
In respect of warranties given by the Company on sale of certain products, the estimated costs of these warranties are accrued at the
time of sale. The estimates for accounting of warranties are reviewed and revisions are made as required.
(N) Leases :
The Companys signicant leasing arrangements are in respect of operating leases for premises (residential, ofce, stores, godowns,
computer hardware, etc.). The leasing arrangements, which are not non-cancellable, range between eleven months and ve years
generally, and are usually renewable by mutual consent on agreed terms. The aggregate lease rentals payable are charged as rent.
(O) Taxes on Income :
Current Tax is determined as the amount of tax payable in respect of taxable income for the year. Deferred Tax is recognised, subject to
consideration of prudence, on timing differences, being the difference between taxable income and accounting income that originate
in one period and are capable of reversal in one or more subsequent periods. Deferred Tax Assets arising on account of unabsorbed
depreciation or carry forward of tax losses are recognised only to the extent that there is virtual certainty supported by convincing
evidence that sufcient future taxable income will be available against which such Deferred Tax Assets can be realised.
Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which gives future economic benets in the form of adjustment to
future income tax liability, is considered as an asset if there is convincing evidence that the Company will pay normal income tax against
which the MAT paid will be adjusted.
(P) Segment Reporting :
The accounting policies adopted for segment reporting are in line with the accounting policies of the Group. Segments are identied
having regard to the dominant source and nature of risks and returns and internal organisation and management structure.
Revenues and expenses have been identied to the segments based on their relationship to the business activity of the segment.
Income/Expenses relating to the enterprise as a whole and not allocable on a reasonable basis to business segments are reected as
unallocated corporate income/expenses. Inter-segment transfers are at prices which are generally market led.
3.

Certain changes in Group Structure : During the year ended 31st March, 2015, the following changes in Group structure have taken place and
the same have been appropriately dealt with in the Consolidated Financial Statements.
(i)

The Board of Directors of the Company during the year ended March 31, 2014, had approved entering into a transaction in the Auto
Components business with CIE Automotive S.A., Spain (CIE). The transaction was to be completed in parts. The rst part was completed
in the previous year.
During the year ended March 31, 2015, the second (and nal) part of the transaction involving the merger through a scheme of
arrangement of Mahindra Ugine Steel Company Limited (MUSCO), Mahindra Gears International Limited (MGIL), Mahindra Investments
(India) Private Limited (MIIPL), Mahindra Hinoday Industries Limited (MHIL), Mahindra Composites Limited (MCL) and a CIE subsidiary
with Mahindra CIE Automotive Limited (MCIE) was approved by the High Court of Bombay. The Scheme is operative from the appointed
date of 1st October, 2013 and has come into effect (effective date) from 10 th December, 2014. Consequently MUSCO, MIIPL, MGIL along
with their subsidiaries Mahindra Gears Global Limited, Mahindra Gears and Transmissions Private Limited, Metalcastello S.p.A. and Crest
Geartech Private Limited ceased to be subsidiaries of the Company. In terms of the scheme, the company has received shares in MCIE
which has been accounted for in accordance with AS 13 Accounting for Investments. As stated above, having regard to the substance
of the transaction, the excess of the fair value of MCIE Shares received and carrying cost of investment in MUSCO, MIIPL and MGIL of
Rs. 267.47 crores, has been credited to the Investment Fluctuation Reserve in the parents books to offset the losses earlier recognised
on this account. The Company now owns 20.21% in MCIE.

(ii) The scheme of arrangement (Scheme) between the Companys subsidiary Mahindra Engineering Services Limited (MESL) with Tech
Mahindra Limited (TML), an associate of the Company, was approved by the High Court of Bombay. The Scheme is operative from the
appointed date of 1st April, 2013 and has come into effect (effective date) from 8th December, 2014. Consequently, during the year, MESL
along with its subsidiaries Mahindra Engineering Services (Europe) Limited, Mahindra Engineering GmbH and Mahindra Technologies
Services Inc. ceased to be subsidiaries of the Company.

203

The excess of the fair value of TML shares received over the carrying value of the net assets of MESL and its subsidiaries amounting to
Rs. 221.02 crores, has been recorded as an exceptional item.
(iii) Mahindra Logistics Limited (MLL): During the year, consequent to a sale of part of its ownership interest, M&Ms holding in MLL
decreased from 88.6% to 84.01%
(iv) Lords Freight (India) Private Limited (LFPL): During the year Mahindra Logistics Limited a subsidiary of the Company acquired 50.41% in
Lord Freight (India) Private Limited making it a subsidiary of the Company.
(v)

Peugeot Motocycles S.A.S., (PMTC): During the year, as part of its strategic initiative Mahindra Two Wheelers Limited through its
subsidiary acquired a 51% stake in Peugeot Motocycles S.A.S., part of the Euro 54 billion PSA (Peugeot) Group based in France. Thereby
PMTC along with its subsidiaries became subsidiaries of the Company.

(vi) Mahindra First Choice Wheels Limited (MFCWL): During the year, consequent to a sale of part of its ownership interest, M&Ms holding
in MFCWL decreased from 54.83% to 45.50%. Since the company controls the composition of the board of directors, MFCWL continues
to be a subsidiary.
(vii) Mahindra Tsubaki Conveyor Systems Private Limited (formerly known as Mahindra Conveyor Systems Private Limited): During the
year, Mahindra Engineering and Chemical Products Limited a subsidiary of the Company sold its part ownership interest of 42.5% to
Tsubakimoto Chain Co. thereby making it an Associate.
The current years gures are to that extent not strictly comparable to those of the previous year.

204

MAHINDRA & MAHINDRA LIMITED (CONSOLIDATED)

4.

Share Capital :
Rupees crores
2015

2014

1,20,00,00,000 Ordinary (Equity) Shares of Rs. 5 each...................................................................

600.00

600.00

25,00,000 Unclassied Shares of Rs. 100 each ........................................................................

25.00

25.00

625.00

625.00

310.55

307.95

2,97,00,106 (2014: 2,55,69,113) Ordinary (Equity) Shares of Rs. 5 each fully paid up issued to
ESOP Trust but not allotted to employees ...................................................................

14.85

12.79

Adjusted : Issued and Subscribed Share Capital.................................................................................

295.70

295.16

Authorised :

Issued and Subscribed :

62,10,92,384 (2014: 61,58,92,384) Ordinary (Equity) Shares of Rs. 5 each fully paid up
Less :

(A) Reconciliation of number of Ordinary (Equity) Shares and amount outstanding :

2015

2014

No. of shares

Rupees crores

No. of shares

Rupees crores

61,58,92,384

307.95

61,39,80,756

306.99

Shares issued to ESOP Trust ...............................................

52,00,000

2.60

19,11,628

0.96

Balance as at the end of the year .....................................

62,10,92,384

310.55

61,58,92,384

307.95

Shares issued to ESOP Trust but not allotted to

Employees [Note 5(O)] .......................................................

2,97,00,106

14.85

2,55,69,113

12.79

Adjusted : Issued and Subscribed Share Capital..............

59,13,92,278

295.70

59,03,23,271

295.16

Issued and Subscribed :

Balance as at the beginning of the year ..........................
Add :

Less :

(B) The Ordinary (Equity) Shares of the Company rank pari-passu in all respects including voting rights and entitlement to dividend.
(C) Details of Ordinary (Equity) Shares held by shareholders holding more than 5% of the aggregate shares in the Company :
Name of the Shareholder

2015

2014

No. of shares % shareholding

No. of shares % shareholding

Life Insurance Corporation of India ..........................

7,82,03,359

12.59

7,00,77,205

11.38

(ii) Prudential Management and Services Pvt. Ltd. ......

7,07,60,970

11.39

7,07,60,970

11.49

(iii) M&M Benet Trust .....................................................

5,18,35,214

8.35

5,18,35,214

8.42

(iv) The Bank of New York Mellon (for GDR holders) ..

3,34,13,833

5.38

(i)

(D) Issued and Subscribed Share Capital includes an aggregate of 40,647 (2014 : 40,647) Ordinary (Equity) Shares of Rs. 5 each allotted as
fully paid-up pursuant to schemes of arrangement without payment having been received in cash, for a period of ve years immediately
preceding the end of the nancial year.

205

5.

Reserves and Surplus : (contd.)

Rupees crores
2015

2014

23.54

23.49

0.05

23.54

23.54

0.02

0.02

23.52

23.54

1,204.15

1,297.77

(A) Capital Reserve :

Balance as at the beginning of the year.....................................................................................
Add :
Consequent to change in Groups Interest .................................................................................
Less :
Consequent to change in Group's Interest .................................................................................

Balance as at the end of the year................................................................................................

(B) Capital Reserve on Consolidation :
Balance as at the beginning of the year.....................................................................................
Add :
Consequent to change in Groups Interest .................................................................................

18.29

1,204.15

1,316.06

111.91

111.91

1,204.15

1,204.15

2,533.93

2,351.02

On account of issue of Ordinary (Equity) Shares to ESOP Trust ..............................................

182.94

On account of exercise of employee stock options ...................................................................

45.77

Consequent to change in Groups Interest .................................................................................

0.07

0.09

2,579.77

2,534.05

0.07

0.12

2,579.70

2,533.93

Premium on shares issued to ESOP Trust but not allotted to employees [Note 5(O)] ..........

258.30

259.61

Balance as at the end of the year................................................................................................

2,321.40

2,274.32

13.67

13.99

Adjusted against depreciation for the year................................................................................

0.32

Balance as at the end of the year................................................................................................

13.67

13.67

Less :
Consequent to change in Groups Interest .................................................................................

Balance as at the end of the year................................................................................................

(C) Securities Premium Account :
Balance as at the beginning of the year.....................................................................................
Add :

Less :
Writing-off of debenture issue expenses [Net of Tax of Rs. 0.03 crores (2014 : Rs. 0.06 crores)] ....

Less :

(D) Revaluation Reserve :

Balance as at the beginning of the year.....................................................................................
Less :

206

MAHINDRA & MAHINDRA LIMITED (CONSOLIDATED)

5.

Reserves and Surplus : (contd.)

Rupees crores
2015

2014

2,875.28

2,319.79

72.27
24.00
0.08

472.43
51.44

147.76
4.20

2,971.63

2,995.62

32.69

0.52
119.82

2,938.94

2,875.28

Add :
Bonus shares issued to ESOP Trust but not allotted to employees [Note 5(O)] ....................

0.81

1.08

Balance as at the end of the year................................................................................................

2,939.75

2,876.36

263.61

153.57

81.35

110.04

344.96

263.61

Less :
Transfer to Surplus in Statement of Prot and Loss ..................................................................

67.51

Balance as at the end of the year................................................................................................

277.45

263.61

122.44

269.68

267.47

0.52

389.91

270.20

Less :
Utilisation during the year [Note 37] ..........................................................................................
Transfer to General Reserve .........................................................................................................
Transfer to Surplus in Statement of Prot and Loss ..................................................................

184.52

149.10

147.76

Balance as at the end of the year................................................................................................

56.29

122.44

90.32

90.32

16.63

73.69

90.32

(E) General Reserve :

Balance as at the beginning of the year.....................................................................................
Add :
Transfer from Surplus in Statement of Prot and Loss .............................................................
On account of employee stock options*.....................................................................................
On account of employee stock options lapsed ..........................................................................
Transfer from Investment Fluctuation Reserve...........................................................................
Consequent to change in Groups Interest .................................................................................
Less :
Consequent to change in Groups Interest .................................................................................
Transfer back to Investment Fluctuation Reserve ......................................................................
Consequent to the Scheme of Arrangement..............................................................................

*relating to shares other than those allotted by the Company to the ESOP Trust.
(F) Debenture Redemption Reserve :
Balance as at the beginning of the year.....................................................................................
Add :
Transfer from Surplus in Statement of Prot and Loss .............................................................

(G) Investment Fluctuation Reserve :

Balance as at the beginning of the year.....................................................................................
Add :
Transfer back from General Reserve ...........................................................................................
Provision no longer required written back.................................................................................

(H) Capital Redemption Reserve :

Balance as at the beginning of the year ...................................................................................
Less :
Consequent to change in Groups Interest .................................................................................
Balance as at the end of the year................................................................................................

207

5.

Reserves and Surplus : (contd.)

Rupees crores

(I)

491.33

395.37

93.69

96.05

585.02

491.42

Less :
Consequent to change in Groups Interest .................................................................................

0.38

0.09

Balance as at the end of the year................................................................................................

584.64

491.33

Balance as at the beginning of the year ...................................................................................

Net movement, on hedging instruments, designated and effective as hedges
and transfers to statement of prot and loss on occurrence of forecasted hedge
transactions (Net of Tax)...............................................................................................................

(71.86)

(72.82)

56.73

0.96

Balance as at the end of the year................................................................................................

(15.13)

(71.86)

936.64

592.51

60.63

344.13

997.27

936.64

223.11

244.15

39.40

Hedging Reserve Account :

(K) Foreign Currency Translation Reserve :

Balance as at the beginning of the year.....................................................................................
Add :
On currency translation during the year (Net)...........................................................................
Balance as at the end of the year................................................................................................
(L)

2014

Statutory Reserve (under regulatory compliances) :

Balance as at the beginning of the year.....................................................................................
Add :
Transfer from Surplus in Statement of Prot and Loss .............................................................

(J)

2015

Employee Stock Options Outstanding :

Balance as at the beginning of the year.....................................................................................
Add :
On account of options granted during the year ........................................................................

223.11

283.55

Less :
Transfer to Securities Premium Account on exercise of options during the year ..................
Transfer to General Reserve on account of employee stock options* ....................................
For options lapsed/forfeited during the year ............................................................................

45.77
24.00
10.55

51.44
9.00

Balance as at the end of the year................................................................................................

142.79

223.11

Less :
Deferred Employee Compensation Expense ..............................................................................

36.20

84.41

Balance as at the end of the year................................................................................................

106.59

138.70

(121.01)

(94.51)

(41.86)

(92.45)

(162.87)

(186.96)

* relating to shares other than those allotted by the Company to the ESOP Trust.
(M) Foreign Currency Monetary Items Translation Difference Account :
Balance as at the beginning of the year.....................................................................................
Add :
Arising on revaluation of long term monetary assets and liabilities (Net) ............................

208

Less :
Amortisation during the year.......................................................................................................

83.29

65.95

Balance as at the end of the year................................................................................................

(79.58)

(121.01)

MAHINDRA & MAHINDRA LIMITED (CONSOLIDATED)

5.

Reserves and Surplus : (contd.)

Rupees crores
2015

2014

14,769.49

12,269.49

3,137.47
229.35
2.80
149.10
67.51

4,666.93
79.49

(N) Surplus in Statement of Prot and Loss :

Balance as at the beginning of the year.....................................................................................
Add :
Prot for the year ..........................................................................................................................
Consequent to change in Groups Interest .................................................................................
Reversal of income tax on dividend paid for 2013-14 ...............................................................
Transfer from Investment Fluctuation Reserve...........................................................................
Transfer from Debenture Redemption Reserve..........................................................................

18,355.72

17,015.91

Less :
Transfer to Debenture Redemption Reserve ..............................................................................
Transfer to General Reserve .........................................................................................................
Transfer to Statutory Reserve .......................................................................................................
Consequent to change in Groups Interest .................................................................................
Groups share of subsidiaries and associates dividend tax ......................................................
Proposed Dividend [Rs. 12.00 per share (2014 : Rs. 14.00 per share)] ....................................
Income-tax on Proposed Dividend...............................................................................................
Dividend for 2012-13 paid on shares issued in June 2013 .........................................................
Income-tax on Dividend Paid .......................................................................................................

81.35
72.27
93.69
72.83
72.56
745.31
101.58

110.04
472.43
96.05
545.47
53.66
862.25
103.56
2.48
0.48

Depreciation as per transitional provision specied in Schedule II to the Companies Act,

2013 [Net of Tax of Rs. 27.09 crores]**.......................................................................................
Deferred tax on Special Reserve ..................................................................................................

52.10
7.06

1,298.75

2,246.42

Balance as at the end of the year................................................................................................

17,056.97

14,769.49

Total Reserves and Surplus * .......................................................................................................

25,560.68

23,011.70

* [including Group Share of Joint Ventures Rs. 33.04 crores (2014 : Rs. 70.33 crores)]
** excluding share attributable to minority interest of Rs. 6.31 crores.
(O) The Guidance Note on Accounting for Employee Share-based Payments issued by The Institute of Chartered Accountants of India
requires that shares allotted to a Trust but not transferred to employees be reduced from Share Capital and Reserves and Surplus.
Accordingly, the Company has reduced the Share Capital by Rs. 14.04 crores (2014 : Rs. 11.71 crores) and Securities Premium Account by
Rs. 258.30 crores (2014 : Rs. 259.61 crores) for the 2,80,82,384 shares of Rs. 5 each (2014 : 2,34,16,888 shares of Rs. 5 each) held by the
Trust pending transfer to the eligible employees.
The Share Capital of the Company has also been reduced and the General Reserve increased by Rs. 0.81 crores (2014 : Rs. 1.08 crores)
for the 16,17,722 bonus shares of Rs. 5 each (2014 : 21,52,225 bonus shares of Rs. 5 each) issued by the Company in September, 2005 to
the Trust but not yet transferred by the Trust to the employees.
The above monies which are treated as advance received from the Trust, is included under Other Current Liabilities and Other Long Term
Liabilities.
6.

Long Term Borrowings :

Rupees crores
2015

2014

(A) Secured :
(i) Debentures/Bonds .................................................................................................................
(ii) Term Loan from Banks ..........................................................................................................
(iii) Term Loan from Other Parties .............................................................................................
(iv) Other Loans............................................................................................................................

4,595.40
8,419.98
461.72
121.25

4,628.53
11,280.98
478.19
11.58

Group Share of Joint Ventures .....................................................................................................

13,598.35
820.13

16,399.28
549.23

14,418.48

16,948.51

209

6.

Long Term Borrowings : (contd.)

Rupees crores
2015

2014

(B) Unsecured :
(i) Debentures/Bonds .................................................................................................................
(ii) Term Loan from Banks ..........................................................................................................
(iii) Fixed Deposits ........................................................................................................................
(iv) Other Loans............................................................................................................................

1,509.10
1,873.86
3,238.63
1,126.87

1,294.10
2,678.23
2,810.34
1,600.48

Group Share of Joint Ventures .....................................................................................................

7,748.46
160.09

8,383.15
160.09

7,908.55

8,543.24

22,327.03

25,491.75

Secured borrowings are secured by a pari-passu charge on immovable properties of certain entities both present and future, subject to certain
exclusions and are also secured by pari-passu charge on the movable properties of certain entities including movable machinery, machinery
spares, tools and accessories, both present and future, subject to certain exclusions.
The borrowings carry varying rates of interest ranging from 0% to 14.00% and have maturities starting from 2015 and ending with 2063.
Rupees crores
Borrowings repayable schedule :
(a) Secured * :
(i) In the rst year [Note 12].....................................................................................................
(ii) In the second year .................................................................................................................
(iii) In the third to fth year .......................................................................................................
(iv) Above ve years ....................................................................................................................

(b) Unsecured * :
(i) In the rst year [Note 12].....................................................................................................
(ii) In the second year .................................................................................................................
(iii) In the third to fth year .......................................................................................................
(iv) Above ve years ....................................................................................................................

2015

2014

7,469.89
6,312.52
7,328.78
777.18

6,053.79
6,107.42
10,719.50
121.59

21,888.37

23,002.30

1,301.22
2,694.49
3,012.30
2,201.76

1,082.28
1,519.14
4,637.48
2,386.62

9,209.77

9,625.52

* Above amount includes current maturities of long term debt in note 12 and Group Share of Joint Ventures.
7A. Deferred Tax Liabilities (Net) :
The components of Deferred Tax Liabilities and Assets are as under :
Rupees crores

210

2015

2014

Deferred Tax Liabilities :

(i) On scal allowances on xed assets...........................................................................................
(ii) Others.............................................................................................................................................

1,583.95
91.59

1,391.04
129.63

Group Share of Joint Ventures ............................................................................................................

1,675.54
3.55

1,520.67
2.03

Total Deferred Tax Liabilities ...............................................................................................................

1,679.09

1,522.70

Deferred Tax Assets :

(i) On provision for employee benets ...........................................................................................
(ii) On provision for doubtful debts/advances ................................................................................
(iii) Others.............................................................................................................................................

209.52
33.22
148.87

159.59
23.55
137.04

Group Share of Joint Ventures ............................................................................................................

391.61
0.65

320.18
0.55

Total Deferred Tax Assets ....................................................................................................................

392.26

320.73

Net Deferred Tax Liabilities .................................................................................................................

1,286.83

1,201.97

MAHINDRA & MAHINDRA LIMITED (CONSOLIDATED)

7B. Deferred Tax Assets (Net) :

The components of Deferred Tax Liabilities and Assets are as under :
Rupees crores
2015

2014

Deferred Tax Liabilities :

On scal allowances on xed assets............................................................................................

1.80

8.64

(ii) Others..............................................................................................................................................

11.12

1.24

Total Deferred Tax Liabilities ................................................................................................................

12.92

9.88

On provision for employee benets ............................................................................................

11.07

9.72

(ii) On provision for doubtful debts/advances .................................................................................

417.57

276.09

(iii) Others..............................................................................................................................................

46.48

102.56

(i)

Deferred Tax Assets :

(i)

8.

475.12

388.37

Group Share of Joint Ventures .............................................................................................................

5.57

3.18

Total Deferred Tax Assets .....................................................................................................................

480.69

391.55

Net Deferred Tax Assets .......................................................................................................................

467.77

381.67

Other Long Term Liabilities :

Rupees crores
2015

2014

Trade Payables ..............................................................................................................................

38.83

130.68

(ii) Deferred Income - Entitlement Fee ...........................................................................................

1,508.66

1,393.07

(iii) Interest accrued but not due on borrowings ............................................................................

197.92

156.01

(iv) Others.............................................................................................................................................

761.05

705.14

2,506.46

2,384.90

2.30

3.20

2,508.76

2,388.10

(i)

Group Share of Joint Ventures ............................................................................................................

Others include dealer deposits, advance from customers, payable for investments, gratuity payable and monies adjusted from share capital
and reserves & surplus on account of shares held by ESOP Trust pending transfer to the eligible employees.
9.

Long Term Provisions :

Rupees crores
2015

2014

Provision for Employee Benets .................................................................................................

2,363.74

1,714.46

(ii) Provision for Estimated Loss/Expenses on Assignment ...........................................................

67.57

(iii) Provision for Warranty [Note 31] ................................................................................................

663.99

593.59

(i)

(iv) Provision for Standard assets [Note 31] .....................................................................................

(v)

Provision others.............................................................................................................................

Group Share of Joint Ventures ............................................................................................................

75.05

67.72

135.43

145.30

3,238.21

2,588.64

1.74

1.48

3,239.95

2,590.12

211

10. Short Term Borrowings :

2015

Rupees crores
2014

(i) Loans repayable on demand from banks and cash credit accounts from banks ..........
(ii) Other loans and advances ...................................................................................................

2,006.78
804.61

1,659.49
430.34

Group Share of Joint Ventures ....................................................................................................

2,811.39
362.90

2,089.83
287.90

3,174.29

2,377.73

(B) Unsecured :
(i) Loans repayable on demand from banks ..........................................................................
(ii) Term Loan from Bank ..........................................................................................................
(iii) Fixed Deposits .......................................................................................................................
(iv) Commercial Papers ...............................................................................................................
(v) Other loans and advances ...................................................................................................

268.49
106.25
69.43
3,475.00
83.90

318.71

60.06

23.82

Group Share of Joint Ventures ....................................................................................................

4,003.07
0.08

402.59
0.33

4,003.15

402.92

7,177.44

2,780.65

(A) Secured :

Loans and Advances from Banks are secured by a rst charge on certain current assets namely inventories, certain book debts, outstanding
monies, receivables, claims, etc. both present and future.
11. Trade Payables :
Rupees crores
2015

2014

(i) Acceptances ...................................................................................................................................

(ii) Other Trade Payables ...................................................................................................................

2,629.33
8,702.57

2,820.76
8,962.57

Group Share of Joint Ventures ............................................................................................................

11,331.90
23.30

11,783.33
16.51

11,355.20

11,799.84

12. Other Current Liabilities :

Rupees crores

(i)
(ii)
(iii)
(iv)
(v)
(vi)
(vii)

Current maturities of long term debt ........................................................................................

Interest accrued but not due on borrowings ............................................................................
Interest accrued and due on borrowings...................................................................................
Deferred Income - Entitlement Fee ...........................................................................................
Dividend Payable ..........................................................................................................................
Unclaimed matured deposits and interest accrued thereon ...................................................
Other payables ..............................................................................................................................

Group Share of Joint Ventures: Includes Current maturity of long term debt Rs. 364.12 crores
(2014 : Rs. 241.68 crores) ......................................................................................................................

2015

2014

8,406.99
481.04
6.95
166.91
14.59
0.84
3,238.54

6,894.39
392.66
5.74
75.11
12.43
0.47
2,801.82

12,315.86

10,182.62

470.59

296.71

12,786.45

10,479.33

Other payables mainly include advance from customers, capital creditors, government dues and taxes payable, gratuity payable and salary
deductions payable.

212

MAHINDRA & MAHINDRA LIMITED (CONSOLIDATED)

13. Short Term Provisions :

Rupees crores
2015

2014

Provision for Employee Benets .................................................................................................

351.27

310.21

(ii) Proposed Dividend........................................................................................................................

745.31

862.25

(iii) Provision for Tax on Proposed Dividend ....................................................................................

101.58

103.56

(iv) Provision for Warranty [Note 31] ................................................................................................

563.36

555.29

Provision for Estimated Loss/Expenses on Assignment ............................................................

67.57

88.08

(vi) Provision for Standard assets [Note 31] .....................................................................................

59.69

53.71

(vii) Provision for losses to Project Completion ................................................................................

10.23

(viii) Provision for Taxation...................................................................................................................

269.83

274.81

(ix) Others.............................................................................................................................................

253.37

239.73

2,411.98

2,497.87

1.73

0.67

2,413.71

2,498.54

(i)

(v)

Group Share of Joint Ventures ............................................................................................................

213

214
2,907.19
2,613.52
513.70
570.94
7,121.44
6,661.29
70.83
64.97
22,887.48
22,010.77
138.96
112.64
229.48
217.29
1,109.38
1,109.71
103.46
56.82
469.34
424.36

1.34
0.49
0.22
35,551.75
33,843.87
136.06
43.70
35,687.81
33,887.57

Land Leasehold ..........................

Buildings Freehold .....................

Buildings Leasehold ...................

Plant and Equipment Freehold

Plant and Equipment Leasehold

Ofce Equipment ..........................

Furniture and Fixtures ..................

Aircraft ...........................................

Vehicles Freehold .......................

Vehicles Leasehold .....................

Batteries .........................................

Sub Total ........................................

Group Share of Joint Ventures ...

Sub Total A ....................................

Cost/
Professional
valuation as
at 31st March,
2014

Land Freehold.............................

A : Tangible Assets

Description of Assets

14. Fixed Assets :

4,333.05
2,308.10

14.31
92.53

4,318.74
2,215.57

6.19
0.27

88.53
99.43

46.64

78.14
163.65

51.13
41.46

14.00
16.24

3,048.89
1,445.96

6.90
14.05

740.05
353.73

71.07
12.07

213.84
22.07

Additions
during the
year

215.29
2,962.09

215.29
2,962.09

0.22
11.99

3.77
121.23

0.25
5.80

(1.70)
18.11

141.46
1,939.68

0.04
1.30

43.55
517.47

3.13
15.72

24.57
330.79

Other
Adjustments
during the
year

1,642.45
3,469.95

0.26
0.17

1,642.19
3,469.78

1.34

46.92
66.44

282.07
285.21

12.67
35.07

130.87
8.03

812.84
2,508.93

7.14
9.49

309.54
411.05

14.64
85.03

25.50
59.19

Deductions
and
Adjustments
during the
year

38,593.70
35,687.81

150.11
136.06

38,443.59
35,551.75

6.68
0.49

511.17
469.34

103.46
103.46

909.22
1,109.38

268.19
229.48

20.39
138.96

25,264.99
22,887.48

70.63
70.83

7,595.50
7,121.44

573.26
513.70

3,120.10
2,907.19

Cost/
Professional
valuation
as at 31st
March, 2015

17,080.85
16,096.96

17.96
11.94

17,062.89
16,085.02

0.22
0.22

0.14

204.07
188.33

12.20
6.83

650.54
673.97

97.03
94.15

87.25
67.18

14,055.95
13,238.07

31.98
24.89

1,885.78
1,750.22

37.87
41.02

Depreciation
upto 31st
March, 2014

2,956.24
1,801.22

9.11
6.12

2,947.13
1,795.10

0.34

81.24
56.61

4.81
5.37

97.90
94.16

59.13
26.17

2.14
8.73

2,343.47
1,419.78

11.11
11.74

333.97
163.27

13.02
9.27

Depreciation
for 2014-2015

1,259.99
817.33

(0.09)
0.10

1,260.08
817.23

0.14

29.66
40.87

239.90
117.59

(9.46)
23.29

85.26
(11.34)

871.23
601.90

3.58
4.65

39.63
27.71

0.28
12.42

Deductions and
Adjustments of
Depreciation

18,777.10
17,080.85

27.16
17.96

18,749.94
17,062.89

0.56
0.22

255.65
204.07

17.01
12.20

508.54
650.54

165.62
97.03

4.13
87.25

15,528.19
14,055.95

39.51
31.98

2,180.12
1,885.78

50.61
37.87

Depreciation
upto 31st
March, 2015

19,816.60
18,606.96

122.95
118.10

19,693.65
18,488.86

6.12
0.27

255.52
265.27

86.45
91.26

400.68
458.84

102.57
132.45

16.26
51.71

9,736.80
8,831.53

31.12
38.85

5,415.38
5,235.66

522.65
475.83

3,120.10
2,907.19

Net Balance
before
Impairment
as at 31st
March, 2015

2,569.51
2,548.67

2,569.51
2,548.67

7.65
7.86

28.42
30.08

0.30
0.15

1,483.79
1,470.51

1.00
0.86

1,048.35
1,039.21

Impairment
as at 31st
March, 2015

17,247.09
16,058.29

122.95
118.10

17,124.14
15,940.19

6.12
0.27

247.87
257.41

86.45
91.26

372.26
428.76

102.27
132.30

16.26
51.71

8,253.01
7,361.02

30.12
37.99

4,367.03
4,196.45

522.65
475.83

3,120.10
2,907.19

Net Balance
after
Impairment
as at 31st
March, 2015

Rupees crores

5.24
3.30
2.80
26.22

417.17
335.44
4.11
4.11
2.23
3.73
29.94
37.53
65.01
44.26
1,975.13
2,412.10
0.63
0.29
1,975.76
2,412.39
37,663.57
36,299.96

Computer Software .......................

Websites ..........................................

Non-Compete Fees.........................

Trademarks......................................

Other Intangibles ...........................

Sub Total .........................................

Group Share of Joint Ventures ....

Sub Total B ......................................

Grand Total (A+B) ..........................

4,993.44
2,854.53

660.39
546.43

0.03
0.34

660.36
546.09

0.32

0.23

64.10
137.23

587.67
379.30

1,351.87
1,882.27

Development Expenditure ............

0.04

Additions
during the
year

104.80
104.76

Cost/
Professional
valuation as
at 31st
March, 2014

Technical Knowhow .......................

B : Intangible Assets

Description of Assets

14. Fixed Assets : (contd.)

207.79
3,129.95

(7.50)
167.86

(7.50)
167.86

(0.05)
7.17

0.47
3.93

0.13
14.74

(8.05)
142.02

Other
Adjustments
during the
year

2,065.90
4,620.87

423.45
1,150.92

0.05

423.40
1,150.92

51.41
12.64

11.08
14.82

2.00
1.50

51.12
70.24

304.50
1,051.72

3.29

Deductions
and
Adjustments
during the
year

40,798.90
37,663.57

2,205.20
1,975.76

0.61
0.63

2,204.59
1,975.13

16.35
65.01

24.57
29.94

0.55
2.23

4.34
4.11

430.28
417.17

1,626.99
1,351.87

101.51
104.80

Cost/
Professional
valuation as
at 31st
March, 2015

18,073.95
17,726.77

993.10
1,629.81

0.26
0.19

992.84
1,629.62

21.87
16.40

17.91
25.84

2.00
1.84

4.06
3.95

282.98
270.13

585.02
1,253.47

79.00
57.99

Depreciation/
Amortisation
upto 31st
March, 2014

3,281.32
2,169.89

325.08
368.67

0.17
0.07

324.91
368.60

0.62
10.04

2.88
2.89

0.16

0.06
0.11

86.43
66.82

215.93
267.57

18.99
21.01

Depreciation/
Amortisation
for 2014-2015

1,412.40
1,822.71

152.41
1,005.38

0.01

152.40
1,005.38

19.66
4.57

9.20
10.82

2.00

(0.02)

55.02
53.97

63.47
936.02

3.07

Deductions and
Adjustments of
Depreciation/
Amortisation

19,942.87
18,073.95

1,165.77
993.10

0.42
0.26

1,165.35
992.84

2.83
21.87

11.59
17.91

2.00

4.14
4.06

314.39
282.98

737.48
585.02

94.92
79.00

Depreciation/
Amortisation
upto 31st
March, 2015

20,856.03
19,589.62

1,039.43
982.66

0.19
0.37

1,039.24
982.29

13.52
43.14

12.98
12.03

0.55
0.23

0.20
0.05

115.89
134.19

889.51
766.85

6.59
25.80

Net Balance
before
Impairment
as at 31st
March, 2015

2,573.55
2,552.65

4.05
3.98

4.05
3.98

3.76
3.85

0.29
0.13

Impairment as
at 31st
March, 2015

18,282.48
17,036.97

1,035.38
978.68

0.19
0.37

1,035.19
978.31

9.76
39.29

12.69
11.90

0.55
0.23

0.20
0.05

115.89
134.19

889.51
766.85

6.59
25.80

Net Balance
after
Impairment
as at 31st
March, 2015

Rupees crores

MAHINDRA & MAHINDRA LIMITED (CONSOLIDATED)

215

14. Fixed Assets : (contd.)

The above includes following assets given on operating lease :

Particulars
Buildings Freehold..........................................................................
Plant and Equipment Freehold .....................................................
Furniture and Fixtures.......................................................................
Batteries .............................................................................................
Total ....................................................................................................

Rupees crores
As at 31st March, 2015
Gross Block
Accumlated
Depreciation
111.05
110.53
11.86
11.86
13.91
13.91
6.68
0.48
143.50
136.78

12.21
9.75
3.45
2.27
8.98
7.33
0.56
0.22
25.20
19.57

Net Block

98.84
100.78
8.41
9.59
4.93
6.58
6.12
0.27
118.30
117.22

2015
Depreciation
charge for
the year
2.46
2.39
1.18
0.21
1.65
1.46
0.34
*
5.63
4.06

* Denotes amount less than Rs. 50,000.

Current year gures are in Bold.
(a) Other Adjustments during the year includes Translation difference of opening balance, Difference in exchange and Interest capitalised.
(b) Depreciation charge for the year excludes:
(i) An amount of Rs. 0.14 crores (2014 : Nil crores), representing depreciation on the assets used for development work transferred to
Capital Work-in-Progress.
(ii) An amount of Rs. Nil crores (2014 : Rs. 0.32 crores), representing depreciation on the increase due to revaluation of Land and
Buildings transferred from Revaluation Reserve.
(iii) In accordance with the requirements of Companies Act, 2013, the parent company, its Indian subsidiaries and joint ventures have
effective 1st April, 2014:

Discontinued the policy of charging Revaluation Reserve Account with annual depreciation on that revalued portion

Reviewed and revised the estimated useful lives of its xed assets generally in accordance with the provisions of Schedule II of
the Act.
(iv) Consequent to the above:

In respect of assets, whose useful life is exhausted as at 1st April, 2014, the related carrying amount aggregating to Rs. 85.50 crores
has been adjusted against opening balance of Surplus in the Statement of Prot and Loss.

The Depreciation charge for the current year ended March 31, 2015 is higher by Rs. 177.00 crores.
(c) Impairment charge for the year to Statement of Prot and Loss is given below:
Rupees crores
Particulars
Charge for the year
Building Leasehold ............................................................................................................................................
1.00
Plant and Equipment Freehold ........................................................................................................................
1.96
Ofce Equipment .................................................................................................................................................
0.30
Furniture and Fixtures..........................................................................................................................................
0.33
Trademarks ............................................................................................................................................................
0.16
3.75
Total .......................................................................................................................................................................
(e) Addition to tangible and intangible assets and depreciation/amortisation for the year includes the following assets and accumulated
depreciation/amortisation taken over on acquisition of subsidiaries :
Rupees crores
Description of Assets

Land Freehold .................................................................

Land Leasehold ...............................................................
Buildings Freehold..........................................................
Plant and Equipment ........................................................
Furniture and Fixtures.......................................................
Vehicles ...............................................................................
Ofce Equipment ..............................................................
Computer Software...........................................................
Other Intangible ................................................................
Total ....................................................................................

216

As at 31st March, 2015

Cost
Accumulated
Depreciation/
Amortisation
0.26

10.99
5.21
167.44
165.46
973.35
971.98
2.35
1.79
0.07
0.05
10.43
10.27
0.64
0.39
2.28
2.19
1,167.81
1,157.35

As at 31st March, 2014

Cost
Accumulated
Depreciation/
Amortisation

MAHINDRA & MAHINDRA LIMITED (CONSOLIDATED)

15. (A) Non Current Investments (At Cost, unless otherwise specied)
Rupees crores

Investments in Equity Instruments : (Trade and fully paid-up)

Unquoted :
(i) In Associate Companies................................................................................................................
(ii) In Other Companies......................................................................................................................
Quoted :
(i) In Associate Companies................................................................................................................
Investments in Equity Instruments : (Non-trade and fully paid-up)
Unquoted :
(i) In Other Companies......................................................................................................................

2015
Long Term

2014
Long Term

146.50
9.38

2.10
9.38

155.88

11.48

5,377.59

3,645.28

5,533.47

3,656.76

127.69

122.58

127.69

122.58

Quoted :
(i) In Other Companies......................................................................................................................

2.35

2.36

2.35

2.36

Investment in Equity Instruments.......................................................................................................

5,663.51

3,781.70

Investment in Preference Shares : (Trade and fully paid-up)

Unquoted :
(i) In Associate Companies................................................................................................................
(ii) In Other Companies......................................................................................................................

5.53
11.82

5.53
11.82

17.35

17.35

Investment in Preference Shares : (Non-trade and fully paid-up)

Unquoted :
(i) In Other Companies......................................................................................................................

36.00

35.23

Investment in Preference Shares.........................................................................................................

53.35

52.58

Investment in Government/Trust Securities

Unquoted :
(i) Trust Securities ..............................................................................................................................

1,574.10

1,567.15

1,574.10

1,567.15

Quoted :
(i) Government Securities .................................................................................................................

506.13

378.96

Investment in Government/Trust Securities ......................................................................................

2,080.23

1,946.11

Investment in Debentures/Bonds : (Trade and fully paid-up)

Unquoted :
(i) In Joint Venture Companies ........................................................................................................
(ii) In Other Companies......................................................................................................................

160.09
53.54

160.09

Investment in Debentures/Bonds : (Trade and fully paid-up) ........................................................

213.63

160.09

3.21
8,013.93

8,013.93
114.94

3.19
5,943.67
0.06
5,943.73
91.36

7,898.99

5,852.37

5,886.07
19,997.59
2,127.86

4,026.60
12,685.25
1,917.13

Other Investments :
Unquoted :
(i)

In Other Companies......................................................................................................................

Group Share of Joint Ventures ............................................................................................................

Less : Provision for diminution in value of Long Term Investments................................................
Other Disclosures :
(i) Aggregate amount of quoted Investments (Gross) ..................................................................
Market Value of quoted Investments .........................................................................................
(ii) Aggregate amount of unquoted Investments (Gross) .............................................................

217

15. (B) Current Investments (At Cost, unless otherwise specied)

Rupees crores

Investment in Equity Instruments (Unquoted) .................................................................................

Investment in Government Securities (Quoted) ..............................................................................
Investment in Debentures/Bonds (Quoted) .....................................................................................
Investment in Debentures/Bonds (Unquoted) .................................................................................
Other Investments (Unquoted) :
(i) Units of Mutual Funds..................................................................................................................
(ii) Certicate of Deposits..................................................................................................................
(iii) Others.............................................................................................................................................
Other Investments (Quoted) :
(i) Units of Mutual Funds..................................................................................................................

2015
Current

2014
Current

0.10
12.78
47.37
78.75

12.24
57.37

1,703.85
288.16
0.01

1,342.89
811.14

10.00

Group Share of Joint Ventures ............................................................................................................

2,131.02
0.07

2,233.64
0.01

Less : Aggregate excess of cost over fair value, by category ...........................................................

2,131.09
2.94

2,233.65
3.67

2,128.15

2,229.98

60.15
58.09
2,070.94

79.61
76.17
2,154.04

Other Disclosures :
(i) Aggregate amount of quoted Investments (Gross) ..................................................................
Market Value of quoted Investments .........................................................................................
(ii) Aggregate amount of unquoted Investments (Gross) .............................................................
16. Long Term Loans and Advances : (contd.)

Rupees crores
2015
(A) Capital Advances :
Unsecured, considered good .....................................................................
Doubtful.......................................................................................................

671.12
3.21

Less : Provision for doubtful capital advances .......................................

(B) Security Deposits :
Unsecured, considered good ....................................................................
Doubtful.......................................................................................................

(C) Loans and Advances to Related Parties :

Unsecured, considered good ....................................................................
Doubtful.......................................................................................................

Less : Provision for doubtful Loans and Advances against Assets ........

218

674.33
3.21

587.28
2.92

671.12

584.36
304.38
1.70

266.71
1.71

306.08
1.70

265.00

304.38

8.04
10.00

Less : Provision for doubtful Loans and Advances to Related Parties ....
(D) Loans and Advances against Assets :
Secured, considered good..........................................................................
Doubtful.......................................................................................................

584.36
2.92

265.00
1.71

Less : Provision for doubtful security deposits ........................................

2014

7.22
10.00
18.04
10.00

17.22
10.00

8.04

7.22

17,937.04
519.59

16,335.53
376.29
18,456.63
257.75

16,711.82
179.56

18,198.88

16,532.26

MAHINDRA & MAHINDRA LIMITED (CONSOLIDATED)

16. Long Term Loans and Advances : (contd.)

Rupees crores
2015

2014

(E) Other Loans and Advances :

Secured, considered good..........................................................................
Unsecured, considered good ....................................................................
Doubtful.......................................................................................................

6.85
3,570.29
7.89

Less : Provision for doubtful Other Loans and Advances ......................

Group Share of Joint Ventures ..................................................................

4.45
3,012.21
8.35
3,585.03

3,025.01

7.89

8.35

3,577.14

3,016.66

22,720.18
1,346.29

20,444.88
919.53

24,066.47

21,364.41

Other Loans and Advances includes VAT receivable, payment towards income-tax & surtax, MAT Credit entitlement other recoverable expenses
and advances to employees.
17. Other Non-Current Assets :
Rupees crores
2015

2014

(A) Long Term Trade Receivables

Unsecured, considered good ........................................................................................................
Doubtful..........................................................................................................................................

444.35
0.49

384.42
0.42

Less : Provision for doubtful Long Term Trade Receivables......................................................

444.84
0.49

384.84
0.42

444.35

384.42

121.86

105.47

566.21
15.55

489.89
15.48

581.76

505.37

(B) Others
Group Share of Joint Ventures .....................................................................................................

18. Inventories :
Rupees crores
2015

2014

Raw Materials and Bought-out Components [includes in transit Rs. 798.94 crores
(2014 : Rs. 599.76 crores)] ............................................................................................................
(ii) Contracts and Work-in-Progress...................................................................................................
(iii) Work-in-Progress Property Development Activity and Long term Contracts ......................
(iv) Manufactured Components ..........................................................................................................
(v) Finished Products produced .........................................................................................................
(vi) Stock-in-Trade [includes in transit Rs. 46.41 crores (2014 : Rs. 54.33 crores)] .......................
(vii) Stores and spares ...........................................................................................................................
(viii) Loose Tools .....................................................................................................................................
(ix) Food, Beverages, Smokes and Operating Supplies ....................................................................

3,159.83
462.36
1,735.99
125.33
2,112.38
538.78
122.30
47.77
5.84

2,988.12
544.21
1,572.34
144.43
2,256.48
572.93
112.76
48.77
10.17

Group Share of Joint Ventures ............................................................................................................

8,310.58
142.81

8,250.21
103.33

8,453.39

8,353.54

(i)

219

19. Trade Receivables :

Rupees crores
2015

2014

6.74
194.07

3.46
175.46

200.81

178.92

647.75
4,603.35

477.55
5,043.89

5,251.10

5,521.44

122.44
2.22

132.86
4.49

124.66

137.35

124.66

137.35

5,451.91

5,700.36

24.25

25.06

5,476.16

5,725.42

(A) Secured, considered good

Outstanding for a period exceeding six months from the date they are due for payment
Others..............................................................................................................................................

(B) Unsecured, considered good

Outstanding for a period exceeding six months from the date they are due for payment
Others..............................................................................................................................................

(C) Doubtful
Outstanding for a period exceeding six months from the date they are due for payment
Others..............................................................................................................................................

Less : Provision for doubtful Trade Receivables .........................................................................

Group Share of Joint Ventures .....................................................................................................

20. Cash and Bank Balances :

Rupees crores
2015

2014

(A) Cash and Cash Equivalents :

Balances with Banks :
(i) On Current Accounts ..........................................................................
(ii) Fixed Deposits with original maturity less than 3 months ............

951.88
1,320.76

Cheques, drafts on hand............................................................................

Cash on hand ..............................................................................................
Group Share of Joint Ventures ..................................................................

1,396.10
2,634.24
2,272.64
398.36
22.55
26.84

4,030.34
545.34
32.50
24.66

2,720.39

4,632.84

26.59

33.21

(B) Other Bank Balances :

Earmarked Balances with Banks ................................................................
Balances with Banks :
(i) On Margin Accounts ..........................................................................
(ii) Fixed Deposits with original maturity greater than 3 months* ...
Group Share of Joint Ventures ..................................................................

244.66
1,915.16

459.49
1,386.29
2,159.82
5.03

1,845.78
10.96

2,191.44

1,889.95

4,911.83

6,522.79

* Includes deposits of Rs. 48.73 crores (2014 : Rs. 116.12 crores) with maturity greater than 12 months from Balance Sheet date.

220

MAHINDRA & MAHINDRA LIMITED (CONSOLIDATED)

21. Short Term Loans and Advances :

Rupees crores
2015

2014

(A) Loans and Advances to Related Parties :

Unsecured, considered good .....................................................................

4.55

65.41

Doubtful.......................................................................................................

5.80

5.84

Less : Provision for doubtful Loans and Advances to Related Parties ...

10.35

71.25

5.80

5.84

4.55

65.41

(B) Loans and Advances against Assets :

Secured, considered good..........................................................................

13,445.37

11,636.67

Doubtful.......................................................................................................

1,361.03

877.26

Less : Provision for doubtful loans and advances against assets ..........

14,806.40

12,513.93

709.88

449.46

14,096.52

12,064.47

(C) Other Loans and Advances :

Secured, considered good..........................................................................

60.69

68.82

Unsecured, considered good .....................................................................

3,101.57

3,200.73

Doubtful.......................................................................................................

66.90

48.31

Less : Provision for doubtful other loans and advances ........................

Group Share of Joint Ventures ..................................................................

3,229.16

3,317.86

66.90

48.31

3,162.26

3,269.55

17,263.33

15,399.43

548.47

442.71

17,811.80

15,842.14

Other Loans and Advances includes balances with government authorities, MAT credit entitlement, advance to suppliers, other recoverable
expenses, deposits and prepaid expenses.
22. Other Current Assets :
Rupees crores
2015

2014

Government Grant Receivable......................................................................................................

301.73

254.90

(ii) Others..............................................................................................................................................

644.60

671.01

946.33

925.91

Less : Provision for doubtful other current assets .............................................................................

3.88

26.16

Group Share of Joint Ventures .............................................................................................................

942.45
26.33

899.75
20.81

968.78

920.56

(i)

221

23. Revenue from Operations :

Rupees crores
2015

2014

Sale of Products ...................................................................................................

Sale of Services ....................................................................................................
Group Share of Joint Ventures .........................................................................

65,053.33
2,251.59
98.86

68,940.89
2,134.37
85.41

Gross Revenue from Sale of Products and Services.........................................

Other Operating Revenues
(i) Income from long term contracts .............................................................
(ii) Lease and rental income ............................................................................
(iii) Scrap Sales ...................................................................................................
(iv) Interest income of nancial enterprises consolidated............................
(v) Dividend Income of Investment enterprises consolidated .....................
(vi) Government Grant and Incentives ............................................................
(vii) Others...........................................................................................................
Group Share of Joint Ventures .........................................................................

67,403.78

71,160.67

878.88
141.83
210.60
5,840.21
0.12
462.24
469.94
82.22

Less: Excise Duty attributable to products sold...............................................

548.45
110.34
395.05
5,114.20
0.11
433.57
408.10
60.14
8,086.04

7,069.96

75,489.82
3,541.23

78,230.63
4,229.70

71,948.59

74,000.93

24. Other Income :

Rupees crores
2015
(i)

2014

Interest Income :
(a) Interest Current Investments..........................................................

17.98

5.54

(b) Interest others .................................................................................

284.29

303.43

Dividend on long term Investments .........................................................

Dividend on current Investments ..............................................................
Prot on sale of current Investments (Net) .............................................
Other non operating Income ....................................................................

302.27
0.17
94.94
21.31
105.05

308.97
0.21
89.44
10.56
93.74

Group Share of Joint Ventures ..........................................................................

523.74
1.29

502.92
2.17

525.03

505.09

(ii)
(iii)
(iv)
(v)

25. Cost of Materials Consumed :

Rupees crores

222

2015

2014

Opening Stock ........................................................................................................................................

2,988.12

3,152.11

Add : Purchases .....................................................................................................................................

40,403.40

42,920.09

Add : Stock taken over on Acquisition/(Disposal) ..............................................................................

43,391.52
65.58

46,072.20
(104.10)

Less : Closing Stock.................................................................................................................................

43,457.10
3,159.83

45,968.10
2,988.12

Foreign currency translation .................................................................................................................

Group Share of Joint Ventures .............................................................................................................

40,297.27
15.51
74.05

42,979.98
202.15
70.42

40,386.83

43,252.55

MAHINDRA & MAHINDRA LIMITED (CONSOLIDATED)

26. Changes in Inventories of Finished Goods, Work-in-Progress, Stock-in-Trade and Manufactured Components :
Rupees crores
2015

2014

Finished Products Produced..........................................................................................................

2,256.48

2,066.15

(ii) Contracts and Work-in-Progress...................................................................................................

544.21

684.81

(iii) Stock-in-Trade .................................................................................................................................

572.93

602.67

(iv) Manufactured Components ..........................................................................................................

144.43

156.90

3,518.05

3,510.53

100.49
(103.37)
(2.18)

(92.33)
(206.91)
(1.49)

(5.06)

(300.73)

2,112.38
462.36
538.78
125.33

2,256.48
544.21
572.93
144.43

3,238.85

3,518.05

Excise Duty paid on changes in inventories of nished goods.........................................................

Foreign currency translation .................................................................................................................
Group Share of Joint Ventures ............................................................................................................

274.14
28.25
(26.54)
(1.72)

(308.25)
(46.81)
118.00
(1.91)

(Increase)/decrease in Stock ..................................................................................................................

274.13

(238.97)

Opening Stock :
(i)

Add
(i)
(ii)
(iii)

: Stock on Acquisition/(Disposal) :
Finished Products Produced..........................................................................................................
Contracts and Work-in-Progress...................................................................................................
Manufactured Components ..........................................................................................................

Less : Closing Stock :

(i)
(ii)
(iii)
(iv)

Finished Products Produced..........................................................................................................

Contracts and Work-in-Progress...................................................................................................
Stock-in-Trade .................................................................................................................................
Manufactured Components ..........................................................................................................

27. Employee Benets Expense :

Rupees crores

(i)
(ii)
(iii)
(iv)

Salaries, Wages, Bonus, etc. .........................................................................................................

Contribution to Provident and other funds ...............................................................................
Employee Stock Compensation Expense .....................................................................................
Welfare............................................................................................................................................

Group Share of Joint Ventures ............................................................................................................

2015

2014

5,551.01
915.32
51.51
612.57

5,679.08
510.86
76.66
604.82

7,130.41

6,871.42

16.14

14.52

7,146.55

6,885.94

28. Finance Costs :

Rupees crores
2015

2014

(i) Interest Expense ............................................................................................................................

(ii) Other Borrowing Costs .................................................................................................................

3,017.42
107.15

2,812.00
120.74

Group Share of Joint Ventures ...........................................................................................................

3,124.57
32.12

2,932.74
21.19

3,156.69

2,953.93

223

29. Other Expenses :

Rupees crores
2015

2014

Stores consumed ......................................................................................

358.14

394.77

(ii)

Tools consumed ........................................................................................

48.65

67.45

(iii)

Power and Fuel.........................................................................................

786.96

923.38

(iv)

Rent including lease rentals....................................................................

375.18

362.05

(i)

(v)

Rates and Taxes ........................................................................................

172.52

156.76

(vi)

Insurance ...................................................................................................

89.06

88.94

(vii)

Repairs and Maintenance :

(a) Buildings ...........................................................................................

79.07

76.40

(b) Machinery .........................................................................................

274.62

331.35

(c)

220.40

181.25

Others ...............................................................................................

574.09

589.00

(viii) Advertisement ..........................................................................................

668.02

507.56

(ix)

Commission on sales/contracts (Net) .....................................................

893.10

844.03

(x)

Freight outward .......................................................................................

1,961.78

1,906.34

(xi)

Sales Promotion Expenses .......................................................................

957.18

879.89

(xii)

Dealer and other sales incentives ..........................................................

1,033.67

877.98

(xiii) Travelling and Conveyance Expenses .....................................................

396.64

376.87

(xiv)

Cost of Projects, Property etc. ................................................................

490.38

470.39

(xv)

Subcontracting, Hire and Service Charges. ...........................................

1,082.13

1,064.47

(xvi) Provision for doubtful trade and other receivables, loans and advances ...

372.31

294.74

(xvii) Donations and contributions ..................................................................

96.11

38.56

(xviii) Excess of carrying cost over fair value of current investments (Net)

3.57

(0.76)

3,030.80

2,459.63

13,385.96

12,306.38

57.88

35.53

13,443.84

12,341.91

(xix)
(xx)

Excess of carrying cost over fair value of current investments,

reversed (Net) ...........................................................................................
Miscellaneous expenses ...........................................................................

Group Share of Joint Ventures .........................................................................

30. (a)

During the year, Mahindra & Mahindra Financial Services Limited (MMFSL) has without recourse securitised on at par basis vide PTC route
loan receivables of 27,907 contracts (2014 : 47,122 contracts) amounting to Rs. 722.30 crores (2014 : Rs. 1,262.93 crores) for a consideration
of Rs. 722.30 crores (2014 : Rs. 1,262.93 crores) and de-recognised the assets from the books.

(b) During the year, MMFSL has without recourse assigned loan receivables of Nil contracts (2014: 6490 contracts) amounting to Rs. Nil crores
(2014 : Rs. 198.50 crores) for a consideration of Rs. Nil crores (2014 : Rs. 155.54 crores) towards 90% of receivables assigned and derecognised the assets from the books. Out of the total receivables, an amount of Rs. Nil crores (2014 : 19.85 crores) equivalent to 10% of
the receivables have been recognized as Retained interest in assignment transactions representing Minimum Retention Requirement
(MRR) as required under revised guidelines on securitization transactions vide RBI Circular dated August 21, 2012.

224

MAHINDRA & MAHINDRA LIMITED (CONSOLIDATED)

31. (a) Provision for warranty relates to warranty provision made in respect of sale of certain products, the estimated costs of which are accrued
at the time of sale.
(b) Provision on standard assets relates to those created under regulatory compliances of certain nancial enterprises consolidated.
The movement in above provisions is as follows :
Rupees crores
Warranty
Balance as at 1st April...........................................................

Standard Assets

2015

2014

2015

2014

1,148.88

981.97

121.43

98.59

Add :
579.17

582.05

13.31

22.84

1,728.05

1,564.02

134.74

121.43

Utilisation during the year ..................................................

505.91

486.28

Subsidiaries sold/disposed off during the year.................

9.89

1,222.14

1,067.85

134.74

121.43

5.21

81.03

1,227.35

1,148.88

134.74

121.43

Classied as Current .............................................................

563.36

555.29

59.69

53.71

Classied as Non-Current ....................................................

663.99

593.59

75.05

67.72

Total .......................................................................................

1,227.35

1,148.88

134.74

121.43

Provision made during the year .........................................

Less :

Add :
Adjustments due to Exchange Difference .........................
st

Balance as at 31 March ......................................................

Out of the above,

32. Employee Dened Benets :

General description of dened benet plans :
Gratuity
Some of the group entities operate a gratuity plan covering qualifying employees. The benet payable is the greater of the amount calculated
as per the Payment of Gratuity Act or the Company scheme applicable to the employee. The benet vests upon completion of ve years of
continuous service and once vested it is payable to employees on retirement or on termination of employment. In case of death while in
service, the gratuity is payable irrespective of vesting. Some entities makes annual contribution to the group gratuity scheme administered
by the Life Insurance Corporation of India through its Gratuity Trust Fund.
Ssangyong Motor Company provides certain severance benet to employees on leaving service. The benet is payable after one year of
service and is one months salary for every completed year of service. Additionally based on number of years of service an additional benet
is provided on normal retirement.
Post Retirement Medical
Few entities provide post retirement medical cover to select grade of employees to cover the retiring employee and their spouse upto a
specied age through mediclaim policy on which the premiums are paid by the Company. The eligibility of the employee for the benet as
well as the amount of medical cover purchased is determined by the grade of the employee at the time of retirement.
Post Retirement Housing Allowance
M&M operates a post retirement benet scheme for a certain grade of employees in which a monthly allowance determined on the basis of
the last drawn basic salary at the time of retirement, is paid to the retiring employee in lieu of housing.

225

Dened Benet Plans - as per Actuarial valuation on 31st March, 2015

Rupees crores
Funded Plan
Gratuity

A.

C.

2014

2015

2014

1.

Current Service Cost........................................

54.98

50.70

214.71

183.38

0.98

1.04

2.04

2.08

2.

Interest Cost .....................................................

55.34

44.38

45.33

30.09

1.54

1.31

3.05

2.64

3.

Expected return on Plan Assets.....................

(31.40)

(31.10)

4.

Actuarial (Gains)/Losses ..................................

35.79

21.18

179.56

(2.99)

2.62

(0.95)

5.79

(3.04)

5.

Past Service Cost ..............................................

0.13

166.71

6.

Settlement Cost/Curtailment Cost ................

(1.90)

7.

Payments on account of employees

transferred .......................................................

(1.86)

(0.07)

8.

Effect of the limit in Para 59(b) of the

Revised AS 15 ...................................................

(0.01)

0.01

83.33

606.31

210.48

5.14

1.40

10.88

1.68

Total expense recognised in Employees

Benets Expense............................................

112.84

Net Asset/(Liability) recognised in the Balance

Sheet as at 31st March
1.

Present Value of Dened Benet

Obligation as at 31st March ............................

782.63

636.96

1,711.43

1,162.75

20.94

16.37

42.00

32.13

2.

Fair value of Plan Assets as at 31st March ....

500.91

448.30

3.

Amount not recognised as an asset..............

0.04

4.

Trust Fund Receivable .....................................

8.03

8.21

5.

Net Asset/(Liability) as at 31st March ............

(281.72)

(188.70)

(1,703.40)

(1,154.54)

(20.94)

(16.37)

(42.00)

(32.13)

6.

Current Portion of the above ........................

(60.23)

(37.80)

(2.67)

(2.15)

(0.65)

(0.64)

(1.01)

(1.01)

7.

Non Current Portion of the above ................

(221.49)

(150.90)

(1,700.73)

(1,152.39)

(20.29)

(15.73)

(40.99)

(31.12)

569.32

1,162.75

864.49

16.37

15.53

32.13

31.46

119.53

0.75

Change in the obligations during the year

ended 31st March
1.

Present Value of Dened Benet

Obligation at the beginning of the year......

636.96

2.

Adjustment to the opening balance/

exchange rate variation ..................................

0.40

3.

Obligations arising on account of

acquisitions/Change in group interest
during the year ................................................

58.34

Consequent to sale/ disposal of the

subsidiaries .......................................................

(16.42)

5.

Current Service Cost........................................

54.98

50.70

214.71

183.38

0.98

1.04

2.04

2.08

6.

Interest Cost .....................................................

55.34

44.38

45.33

30.09

1.54

1.31

3.05

2.64

4.

226

2015

Post Retirement
Housing Allowance
2015
2014

Expense recognised in the Statement of Prot

and Loss for the year ended 31st March

9.

B.

Gratuity

Unfunded Plan
Post Retirement
Medical Benets
2015
2014

(0.23)

(12.73)

(1.32)

0.22
(0.06)

7.

Actuarial (Gains)/Losses ..................................

43.74

26.83

179.56

(2.99)

2.62

(0.95)

5.79

(3.04)

8.

Benets paid ....................................................

(50.71)

(41.44)

(56.47)

(32.50)

(0.57)

(0.56)

(1.01)

(1.01)

0.13

166.71

782.63

636.96

1,711.43

1,162.75

20.94

16.37

42.00

32.13

9.

Past Service Cost ..............................................

10.

Present Value of Dened Benet Obligation

at the end of the year ....................................

MAHINDRA & MAHINDRA LIMITED (CONSOLIDATED)

Rupees crores
Funded Plan
Gratuity

D.

E.

2015

2014

2015

2014

Post Retirement
Housing Allowance
2015
2014

Change in the fair value of Plan Assets during

the year ended 31st March
1.

Fair value of Plan Assets at the beginning

of the year .......................................................

448.30

425.19

2.

Adjustment to the opening balance/

exchange rate variation ..................................

0.69

1.09

3.

Fair value of Plan Assets arising on account

of acquisitions during the year......................

18.06

4.

Fair value of Plan Assets transferred on

disposal/sale of subsidiaries ...........................

(13.29)

(7.38)

5.

Expected return on Plan Assets.....................

31.40

31.10

6.

Actuarial Gains/(Losses) ..................................

7.95

5.65

7.

Contributions by employer ............................

58.51

34.10

0.57

0.56

1.01

1.01

(41.44)

(0.57)

(0.56)

(1.01)

(1.01)

8.

Actual Benets paid........................................

(50.71)

9.

Fair value of Plan Assets at the end of the

year ...................................................................

500.91

448.30

10.

Actual return on Plan Assets .........................

38.94

33.98

100.00%

100.00%

7.74% 9.00%
7.50% 9.30%
1.00% 43.91%

8.00% 9.35%
7.50% 9.50%
1.00% 25.00%

2.28% 9.10%

3.66% 9.30%

8.00%
-8.05%

8.95% 9.05%

8.00%

9.05%

1.00% 8.00%

1.00% 25.00%

1.00% 9.00%
3.00% 7.00%

1.00% 10.00%
7.00%

Major category of Plan Assets as a percentage

of total plan
Insurer Managed Funds* .........................................

F.

Gratuity

Unfunded Plan
Post Retirement
Medical Benets
2015
2014

Actuarial Assumptions
1.
Discount Rate ...................................................
2.

Expected rate of return on Plan Assets........

3.

Attrition rate....................................................

4.

Medical Premium ination .............................

* In the absence of detailed information regarding plan assets which is funded with Insurance Companies, the composition of each major category of plan
assets, the percentage or amount for each category to the fair value of plan assets has not been disclosed.

Rupees crores
One percentage point increase
in medical ination rate
G.

One percentage point decrease

in medical ination rate

2015

2014

2015

2014

Effect on the aggregate service and interest cost of Post

Employment Medical benets .........................................................

0.48

0.39

(0.39)

(0.32)

Effect on the accumulated Post Employment Medical benet

obligations .........................................................................................

2.99

2.19

(2.50)

(1.84)

Effect of one percentage point change in the assumed

medical ination rate

227

Rupees crores
H.

Experience Adjustments

Period ended
2015

2014

2013

2012

2011

Gratuity (Funded)
Dened Benet Obligation .................................................................

782.63

636.96

569.32

500.99

435.87

Fair value of plan assets ......................................................................

500.91

448.30

425.19

384.51

338.13

Surplus/(Decit) ....................................................................................

(281.72)

(188.70)

(144.14)

(116.48)

(97.74)

Experience adjustment on Plan Liabilities [(Gain)/Loss] ..................

(7.61)

74.10

7.86

20.90

0.41

Experience adjustment on Plan Assets [Gain/(Loss)] .......................

9.01

6.50

10.89

8.97

(0.41)

Dened Benet Obligation .................................................................

1,703.40

1,154.54

857.05

1,024.92

781.33

Surplus/(Decit) ....................................................................................

(1,703.40)

(1,154.54)

(857.05)

(1,024.92)

(781.33)

Gratuity (Unfunded)

Experience adjustment on Plan Liabilities [(Gain)/Loss] ..................

0.08

(1.20)

21.38

4.10

(2.36)

Post Retirement Medical Benets (Unfunded)

Dened Benet Obligation .................................................................

20.94

16.37

15.53

13.87

14.36

Surplus/(Decit) ....................................................................................

(20.94)

(16.37)

(15.53)

(13.87)

(14.36)

Experience adjustment on Plan Liabilities [(Gain)/Loss] ..................

0.09

1.07

(0.67)

(0.16)

(0.36)

Post Retirement Housing Allowance (Unfunded)

Dened Benet Obligation .................................................................

42.00

32.13

31.46

24.95

16.18

Surplus/(Decit) ....................................................................................

(42.00)

(32.13)

(31.46)

(24.95)

(16.18)

Experience adjustment on Plan Liabilities [(Gain)/Loss] ..................

1.56

0.75

2.55

6.28

(1.41)

Unfunded Pension Liability in respect of certain foreign subsidiaries is as below :

Rupees crores
2015
A.

B.

C.

228

2014

st

Expense recognised in the Statement of Prot and Loss for the year ended 31 March
1. Current Service Cost .......................................................................................................................................

2. Interest Cost ....................................................................................................................................................

3. Actuarial (Gains)/Losses .................................................................................................................................

4. Past Service cost ..............................................................................................................................................

5. Total expense recognised in Employee Benets Expense ..........................................................................

1. Present Value of Dened Benet obligation as at 31st March ..................................................................

2. Net Asset/(Liability) as at 31st March ............................................................................................................

1. Present Value of Dened Benet obligation at the beginning of the year ............................................

154.53

2. Adjustment on account of exchange rate variations .................................................................................

3. Consequent to sale/Disposal of Subsidiaries ...............................................................................................

4. Current Service Cost .......................................................................................................................................

5. Interest Cost ....................................................................................................................................................

6. Actuarial (Gains)/Losses .................................................................................................................................

7. Benets paid....................................................................................................................................................

8. Past Service Cost .............................................................................................................................................

9. Present Value of Dened Benet obligation at the end of the year.......................................................

Net Asset/(Liability) recognised in the Balance Sheet as at 31st March

Change in the obligations during the year ended 31st March

(154.53)

MAHINDRA & MAHINDRA LIMITED (CONSOLIDATED)

33. Contingent Liability and Commitments :

(A) Contingent Liability
(i)

Claims against the Company not acknowledged as debts comprise :

(a) Excise Duty, Sales Tax and Service Tax claims disputed by the Company relating to issues of applicability and classication aggregating
Rs. 2,100.10 crores before tax (2014 : Rs. 1,866.92 crores before tax).
(b) Other matters (excluding claims where amounts are not ascertainable) : Rs. 410.96 crores before tax (2014 : Rs. 522.97 crores before tax).
(c)

Claims on capital account : Rs. 1.37 crores (2014 : Rs. Nil crores).

(d) Group Share of Joint Ventures : Rs. 1.19 crores before tax (2014 : Rs. 1.02 crores before tax).
(ii)

Taxation matters :
(a) Demands not acknowledged as debts and not provided for, relating to issues of deductibility and taxability in respect of which the
matters are in appeal and exclusive of the effect of similar matters in respect of assessments remaining to be completed :

Income Tax matters: Rs. 922.28 crores (2014 : Rs. 810.59 crores).

Group Share of Joint Ventures : Rs. 1.48 crores (2014 : Rs. 4.72 crores).

(b) Items which have succeeded in appeal, but the Income Tax Department is pursuing/likely to pursue in appeal/reference and exclusive
of the effect of similar matters in respect of assessments remaining to be completed :

Income Tax matters : Rs. 353.94 crores (2014 : Rs. 379.48 crores).

Surtax matters : Rs. 0.13 crores (2014 : Rs. 0.13 crores).

Group Share of Joint Ventures : Rs. Nil crores (2014 : Rs. 0.55 crores).

(iii) Bills discounted not matured Rs. 19.78 crores (2014 : Rs. 16.52 crores).
(iv) Corporate undertaking on assignment by Mahindra & Mahindra Financial Services Limited Rs. 396.46 crores (2014 : Rs. 604.13 crores).
(v)

The Customs, Excise and Service Tax Appellate Tribunal (CESTAT) by its order dated 7th December, 2009 has rejected the Companys
appeal against the order dated 30 th March, 2005 passed by the Commissioner of Central Excise (Adjudication), Navi Mumbai conrming
the demand made on the Company for payment of differential excise duty (including penalty) of Rs. 304.10 crores in connection with
the classication of Companys Commander range of vehicles, during the years 1991 to 1996. Whilst the Company had classied the
Commander range of vehicles as 10-seater attracting a lower rate of excise duty, the Commissioner of Central Excise (Adjudication), Navi
Mumbai, has held that these vehicles could not be classied as 10-seater as they did not full the requirement of 10-seater vehicles, as
provided under the Motor Vehicles Act, 1988 (MVA) read with Maharashtra Motor Vehicles Rules, 1989 (MMVR) and as such attracted a
higher rate of excise duty. The Company has challenged the CESTAT order in the Supreme Court.
In earlier collateral proceedings on this issue, the CESTAT had, by an order dated 19th July, 2005 settled the controversy in the Companys
favour. The CESTAT had accepted the Companys submission that MVA and MMVR could not be referred to for determining the classication
for the purpose of levy of excise duty and rejected the Departments appeal against the order of the Collector, Central Excise classifying
the Commander range of vehicles as 10-seater. The Department had challenged the CESTAT order in the Supreme Court.
Without prejudice to the grounds raised in this appeal, the Company has paid an amount of Rs. 40.00 crores in January, 2010. The
Supreme Court has admitted the Companys appeal and has stayed the recovery of the balance amount till further orders.
Both these orders of the Tribunals were heard and disposed of by the Honble Supreme Court, in August 2014. Since contrary views
were expressed by the Tribunals in two parallel proceedings, the Honble Supreme Court directed that a larger bench of the Tribunal be
constituted to hear the appeals without expressing any opinion on the issues.
The Larger Bench of the CESTAT heard the matter in February 2015 and by an order dated 27 February 2015, remanded the matter to
the Commissioner of Central Excise for consideration of the case afresh keeping all issues open.
The company strongly believes, based on legal advice it has received, that it has a good case on merits so as to ultimately succeed in the matter.
In another case relating to Armada range of vehicles manufactured during the years 1992 to 1996, by the Company at its Nashik facility,
the Commissioner of Central Excise, Nashik passed an order dated 20 th March, 2006 conrming a demand of Rs. 24.75 crores, on the same
grounds as adopted for Commander range of vehicles. The CESTAT has given an unconditional stay against this order. The nal hearing
in this matter has been adjourned till the disposal of the appeal by the Supreme Court in the matter relating to Commander range of
vehicles.
As such, the Company does not expect any liability on this account. However, in view of the CESTAT orders and subsequent proceedings,
pending their nal outcome, the Company has reected the above amount aggregating Rs. 328.85 crores (2014 : Rs. 328.85 crores) and
the interest of Rs. 341.44 crores (2014 : Rs. 305.34 crores) accrued on the same upto 31st March, 2015, under Note (i)(a) above.

(vi) In respect (i) and (ii) of the above, It is not practicable for the Company to estimate the closure of these issues and the consequential
timings of cash ows, if any.

229

(B) Commitments
The estimated amount of contracts remaining to be executed on capital account and not provided for as at 31st March, 2015 is
Rs. 1,345.07 crores (2014 : Rs. 1,808.67 crores).
Group Share of Joint Ventures : Rs. 2.01 crores (2014 : Rs. 0.29 crores).
34. Research and Development Expenditure debited to the Statement of Prot and Loss, including certain expenditure based on allocations made
aggregate Rs. 1,419.16 crores (2014 : Rs. 1,257.25 crores).
Group Share of Joint Ventures : Rs. 0.37 crores (2014 : Rs. 0.30 crores).
35. The net difference in foreign exchange gain credited to the Statement of Prot and Loss is Rs. 66.82 crores (2014 : loss of Rs. 1.34 crores).
36. Matters pertaining to erstwhile Satyam Computers Services Limited (SCSL) :
In the nancial statements of Tech Mahindra Limited (TML) for the year ended March 31, 2015, TML has, inter-alia, referred to certain letters,
received by the erstwhile SCSL in 2009, from thirty seven companies requesting conrmation by way of acknowledgement for receipt of
certain alleged amounts referred to as alleged advances. These letters were followed by legal notices from these companies in August,
2009, claiming repayment of Rs. 1,230.40 crores allegedly given as temporary advances. The legal notices also claim damages/compensation
@18% per annum from date of advance till date of repayment. The erstwhile Satyam has not acknowledged any liability to any of the thirty
seven companies and has replied to the legal notices stating that the claims are legally untenable.
Based on legal opinion, the erstwhile SCSL managements view, which is also TMLs managements view, the claim regarding repayment
of alleged advances (including interest thereon) of the 37 Companies are not legally tenable. Accordingly, in the opinion of the TMLs
Management, even in the unlikely event that the principal amount of the claims of the 37 companies are held to be tenable and TML is
required to repay these amounts, such an eventuality will not have an adverse bearing on either TMLs prots or its reserves in that period,
since TML has been legally advised that no damages/compensation/interest would be payable even in such an unlikely event.
However, pending the nal outcome of the recovery suit led by the 37 companies and other related matters, TML, as a matter of prudence,
at this point of time, is continuing to classify, as had the erstwhile SCSL, the amounts of the alleged advances as Amounts Pending
Investigation Suspense Account (Net), and the same would be appropriately dealt with/reclassied when the nal outcome becomes clearer.
Groups shareholding in TML stands at 26.71%.
37. Investment uctuation reserve utilised during the year comprises :

(i) Provision for diminution in value of certain long term investments .............................................
(ii) Impairment of goodwill on consolidation.........................................................................................

2015
7.50
177.02
184.52

Rupees crores
2014

2015
274.90

274.90

Rupees crores
2014
368.18
(50.33)
317.85

2015
3,137.47
3,137.47
59,06,11,467

2014
4,666.93
4,666.93
59,03,23,271

2,83,05,150

2,51,23,100

61,89,16,617

61,54,46,371

53.12
50.69

79.06
75.83

38. Exceptional items (net) of Rs. 274.90 crores (credit) [2014 : Rs. 317.85 crores (credit)], comprise :

(i) Prot on change in ownership interest in subsidiaries/disposal of subsidiaries (Net).................

(ii) Others ....................................................................................................................................................

Figures in brackets signify charge to the Statement of Prot and Loss.

39. Earnings per Share :
Prot for the year (Rupees crores) .............................................................................................................
Prot for the year for diluted earnings per share (Rupees crores) ........................................................
Weighted average number of Ordinary (Equity) Shares used in computing basic earnings
per share .......................................................................................................................................................
Effect of potential Ordinary (Equity) Shares on conversion of bonds and employee
stock options .................................................................................................................................................
Weighted average number of Ordinary (Equity) Shares used in computing diluted earnings
per share .......................................................................................................................................................
Basic Earnings per share (Rs.) (Face value of Rs. 5 per share) ................................................................
Diluted Earnings per share (Rs.) .................................................................................................................

230

MAHINDRA & MAHINDRA LIMITED (CONSOLIDATED)

40. Related Party Disclosures :

(a) Names of related parties where transactions have taken place during the year :
(i)

Associate :
Sl. No.
1.
2.
3.
4.
5.
6.

Name of Company
Mahindra Construction Company Limited
Mahindra & Mahindra Contech Limited
Swaraj Engines Limited
Mahindra CIE Automotive Limited
Tech Mahindra Limited
Kismat Developers Private Limited

Sl. No.

Name of Company

7.
8.
9.

Topical Builders Private Limited

CIE Automotive, S.A.
Mahindra Tsubaki Conveyor Systems Private Limited (Mahindra
Conveyor Systems Private Limited) (w.e.f. 1st August, 2014)

10.

Mriyalguda Farm Solution Limited (upto 11th August, 2014)

(ii) Joint Ventures :

Sl. No.

Name of the Company

1.

Mahindra Sona Limited

(iii) Joint Ventures of a Subsidiary :

Sl. No.
1.
2.
3.
4.
5.

Name of the Company

Mahindra Solar One Private Limited
Mahindra Water Utilities Limited
Mahindra Finance USA LLC
Arabian Dreams Hotel Apartments LLC
Mahindra Homes Private Limited

(iv) Key Management Personnel (KMP) :

1.
2.

Chairman and Managing Director...............................................................................................

Executive Director and Group President (Auto & Farm Sectors) .............................................

Mr Anand Mahindra
Dr. Pawan Goenka

(v) Enterprise over which KMP is able to exercise signicant inuence :

Sl. No.
1.
2.

Name of the Company

Prudential Management & Services Private Limited
The Indian and Eastern Engineer Company Private Limited

(vi) Welfare Funds :

Sl. No.
1.
2.
3.
4.

Name of the Fund

M&M Benet Trust
M&M Employees Welfare Fund
M&M Employees Farm Equipment Sector Employees Welfare Fund
Mahindra World School Education Trust

(b) The related party transactions are as under :

Rupees crores
Sl.
No.

Nature of Transactions

1.

Purchases :
Goods .............................................................................................
Fixed Assets ...................................................................................
Services ..........................................................................................

Associate
Companies

1,459.50
(819.86)
23.74
(2.06)
157.93
(26.15)

Joint
Ventures/Joint
Ventures of
Subsidiaries **
176.54
(188.31)

()
8.75
(5.25)

KMP/KMP
Exercising
Signicant
Inuence

()

()
0.29
()

Welfare
Funds

()

()

()

231

(b) The related party transactions are as under : (contd.)

Rupees crores
Sl.
No.

Nature of Transactions

2.

Sales :
Goods .............................................................................................

Associate
Companies

Welfare
Funds

9.50
(21.70)

()

()

Fixed Assets ...................................................................................

0.42
()

()

()

()

Services ..........................................................................................

39.81
(9.19)

3.81
(7.44)

()

*
()

890.96
()

(0.52)

322.98
()

()

()

()

1.00
(0.85)

()

()

()

To Parties .......................................................................................

7.80
(4.03)

(0.09)

()

()

5.

Managerial Remuneration...........................................................

()

()

11.96
(14.77)

()

6.

Stock Options ................................................................................

()

()

#
(#)

()

7.

Finance :
Inter Corporate Deposits given...................................................

0.30
(65.05)

3.11
(342.56)

()

()

Inter Corporate Deposits Refunded by parties .........................

41.83
(10.00)

0.28
(446.66)

()

()

Debenture issued by Related parties .........................................

()

(320.17)

()

()

Interest Income .............................................................................

2.10
(3.01)

(0.36)

58.02
(21.70)

()

0.03
(0.02)

()

()

()

Dividend received .........................................................................

154.90
(53.32)

3.54
(3.54)

()

()

Dividend distributed ....................................................................

()

()

100.89
(93.46)

75.29
(69.92)

Other Income ................................................................................

1.79
(0.41)

1.46
()

()

72.57
(67.44)

Other Expenses .............................................................................

0.17
(3.54)

*
()

()

()

Investments :
Purchases/Subscribed/Conversion ...............................................

Sales/Redemption/Conversion ....................................................

4.

Deputation of Personnel :
From Parties ..................................................................................

Interest Expense ...........................................................................

8.

232

KMP/KMP
Exercising
Signicant
Inuence

326.69
(6.12)

3.

#
*

Joint
Ventures/Joint
Ventures of
Subsidiaries **

Other Transactions :

Refer Annexure II and clause VI of Annexure VII to the Directors Report.

Denotes amounts loss than Rs. 50,000.

MAHINDRA & MAHINDRA LIMITED (CONSOLIDATED)

(b) The related party transactions are as under : (contd.)

Rupees crores
Sl.
No.

Nature of Transactions

Associate
Companies

Joint
Ventures/Joint
Ventures of
Subsidiaries **

KMP/KMP
Exercising
Signicant
Inuence

Welfare
Funds

Reimbursements received from parties .....................................

49.62
(4.17)

0.06
(0.36)

()

()

Reimbursements made to parties...............................................

7.24
(1.37)

()

()

0.07
()

Payable ..........................................................................................

140.21
(33.03)

36.84
(32.97)

2.86
(3.41)

()

Receivable .....................................................................................

76.32
(18.39)

106.77
(51.98)

1.09
(1.07)

17.00
(17.00)

Debenture/Bonds issued by parties ...........................................

()

320.17
(320.17)

()

()

Inter Corporate Deposits Given ..................................................

8.35
(65.78)

12.79
(10.25)

()

()

Inter Corporate Deposits Taken ..................................................

(0.50)

()

()

()

10.

Provision for Doubtful debts/advances .....................................

11.70
(11.66)

()

()

10.00
(10.00)

11.

Security Deposit paid ...................................................................

0.02
()

()

()

()

12.

Advances Refunded......................................................................

(0.14)

()

()

()

13.

Security Deposit received ............................................................

()

()

()

(0.01)

9.

Outstandings :

Previous years gures are in brackets

** Transactions with Joint Ventures/Joint ventures of Subsidiaries has been reported at full value.
The Signicant related party transaction are as under :
Rupees crores
Sl.
No.
1.

2.

Nature of Transactions

Associate Companies

Purchases Goods

Swaraj Engines Limited

626.14
(711.61)

Mahindra CIE Automotive

Limited

827.35
(104.21)

Purchases Fixed Assets

Tech Mahindra Limited

Amount

Joint Ventures/Joint Ventures

of Subsidiaries **
Mahindra Sona Limited

Amount
176.54
(188.31)

13.76
()

Mahindra Tsubaki Conveyor

Systems Private Limited

3.16
()

Mahindra CIE Automotive

Limited

6.82
()

233

The Signicant related party transaction are as under : (contd.)

Rupees crores
Sl.
No.
3.

4.

Nature of Transactions

Associate Companies

Purchases Services

Mahindra & Mahindra

Contech Limited

Sales Goods

Amount

(4.89)

Tech Mahindra Limited

152.56
(21.24)

Swaraj Engines Limited

(5.98)

Mahindra CIE Automotive

Limited

316.49
()
0.39
()

Joint Ventures/Joint Ventures

of Subsidiaries **
Mahindra Homes
Private Limited

Amount
3.62
()

Arabian Dreams Hotel

Apartments LLC

5.14
(5.25)

Mahindra Sona Limited

(3.62)

Mahindra Solar One Private

Limited

9.50
(18.08)

5.

Sales Fixed Assets

Mahindra CIE Automotive

Limited

6.

Sales Services

Tech Mahindra Limited

28.49
(9.04)

Mahindra Homes Private

Limited

(2.95)

Mahindra CIE Automotive

Limited

10.47
()

Mahindra Solar One Private

Limited
Mahindra Sona Limited

3.10
(4.34)

Arabian Dreams Hotel

Apartments LLC

(0.52)

Mahindra Solar One Private

Limited

(0.09)

7.

8.

Purchases/Subscribed/Conversion
Investments

Sales/Redemption/Conversion
Investments

Tech Mahindra Limited

364.66
()

Mahindra CIE Automotive

Limited

526.30
()

Tech Mahindra Limited

Mahindra CIE Automotive
Limited

9.

10.

Deputation of Personnel from

related parties

Deputation of Personnel
to related parties

11.

Inter Corporate Deposits Given

Inter Corporate Deposits

refunded by parties

()
258.83
()
0.33
(0.29)

Swaraj Engines Limited

0.67
(0.56)

Swaraj Engines Limited

4.53
(3.76)
1.71
()

Mahindra CIE Automotive

Limited
Topical Builders Private
Limited

12.

64.15

Mahindra & Mahindra

Contech Limited

Mahindra CIE Automotive

Limited
Tech Mahindra Limited

Mahindra CIE Automotive

Limited

1.52
()

(59.13)

Arabian Dreams Hotel

Apartments LLC

3.09
()

0.30
()

Mahindra Homes Private

Limited

(337.66)

41.83
()

Mahindra Homes Private

Limited

(446.66)

Mahindra Water Utilities

Limited

234

0.70
()

0.30
()

MAHINDRA & MAHINDRA LIMITED (CONSOLIDATED)

The Signicant related party transaction are as under : (contd.)

Rupees crores
Sl.
No.
13.

Nature of Transactions

Associate Companies

Amount

Interest Income

Mahindra CIE Automotive

Limited

1.78
(2.99)

Joint Ventures/Joint Ventures

of Subsidiaries **
Mahindra Solar One Private
Limited

Topical Builders Private

Limited

0.32
()

Mahindra Homes Private

Limited

56.51
(13.67)

Mahindra Sona Limited

3.54
(3.54)

14.

Interest Expense

Swaraj Engines Limited

(0.31)

15.

Dividend Received

Tech Mahindra Limited

121.35
(30.34)

Swaraj Engines Limited

(13.62)

Other Income

Mahindra Composites
Limited

(0.16)

18.

19.

Reimbursement received from

parties

Reimbursement received from

parties

1.46
()

1.27
()

Mahindra CIE Automotive

Limited
Other Expenses

Mahindra Solar One Private

Limited

0.52
(0.25)

Tech Mahindra Limited

17.

(7.64)

19.11
(9.36)

CIE Automotive, S.A.

16.

Amount

(3.54)

Tech Mahindra Limited

Mahindra CIE Automotive
Limited

0.06
()

Swaraj Engines Limited

0.12
()

Mahindra Sona Limited

*
()

Mahindra CIE Automotive

Limited

12.29
(2.66)

Mahindra Homes Private

Limited

(0.22)

Tech Mahindra Limited

37.20
(1.14)

Mahindra Sona Limited

0.04
(0.09)

Mahindra Solar One Private

Limited

(0.05)

Mahindra Water Utilities

Limited

0.02
(0.03)

Mahindra CIE Automotive

Limited
Tech Mahindra Limited

2.33
()
4.90
()

Previous years gures are in brackets

* denotes amounts less than Rs. 50,000.
** Transactions with Joint Ventures has been reported at full value.
The Signicant related party transactions with Key Management Personnel are as under :
Sl. No.
1

Nature of Transaction
Managerial Remuneration

Name of KMP
Mr. Anand Mahindra
Dr. Pawan Goenka
Mr. B. N. Doshi (upto 13th November, 2013)

Rupees crores
Amount
5.98
(5.19)
5.98
(2.36)

(7.22)

Previous years gures are in brackets

235

41

Investment in Associates :
Rupees crores
Share in Carrying Cost
accumulated
Prot/(Loss)/
Reserves

No. of
Equity shares
held

% of
Holding

Cost of
Investments
(Equity
Shares)

Goodwill/
Capital
Reserve

Mahindra Construction Company Limited..........

9,00,000
9,00,000

37.49%
37.49%

0.97
0.97

(0.97)
(0.97)

Ofcemartindia.com Limited ...............................

7,49,997
7,49,997

50.00%
50.00%

0.22
0.22

(0.22)
(0.22)

Rathna Bhoomi Enterprises Private Limited .......

500
500

25.41%
25.53%

*
*

Kota Farm Services Limited .................................

2,73,420
2,73,420

45.00%
45.00%

0.27
0.27

(0.27)
(0.27)

Mriyalguda Farm Solution Limited .....................

3,37,500

45.00%

0.34

(0.34)

Mega One Stop Farm Services Limited ..............

3,51,000
3,51,000

45.00%
45.00%

0.35
0.35

0.03
0.03

(0.35)
(0.35)

Mahindra & Mahindra Contech Limited .............

70,000
70,000

46.66%
46.66%

1.73
0.07

2.31
2.03

PSL Media & Communications Limited ...............

39,498
39,498

36.12%
36.12%

0.01
0.01

(0.01)
(0.01)

Kismat Developers Private Limited ......................

15
15

42.86%
42.86%

*
*

*
*

Topical Builders Private Limited ...........................

175
175

50.00%
50.00%

*
*

*
*

1,53,76,025

49.00%

18.31

10.63

28.94

7,07,777

22.34%

114.28

28.10

(0.76)

113.52

Unquoted :

Mahindra Tsubaki Conveyor Systems Private

Limited ...................................................................
Holiday Club Resorts Oy .......................................

*
*

4.04
2.10

146.50
2.10

Total - Unquoted ...................................................

Quoted :
Swaraj Engines Limited ........................................

41,26,417
41,26,417

33.22%
33.22%

1.63
1.63

(10.33)
(10.33)

60.13
59.80

61.76
61.43

Tech Mahindra Limited .........................................

25,66,93,512
6,07,36,978

26.71%
26.01%

2,691.53
2,326.87

496.31
281.40

1,261.20
483.56

3,952.73
2,810.43

Mahindra CIE Automotive Limited ......................

6,52,71,407
2,96,109

20.21%
0.32%

531.48
5.19

131.58

(18.65)
(2.09)

512.83
3.10

1,60,40,706
1,60,40,706

12.44%
13.50%

821.60
804.79

312.30
339.13

28.67
(34.47)

850.27
770.32

CIE Automotive, S.A.

(Quoted on a stock exchange outside India) .....
Total - Quoted .......................................................

5,377.59
3,645.28

Total ........................................................................

5,524.09
3,647.38

Current Years Figures are in Bold

* denotes amount less than Rs. 50,000

236

23.76

1,967.59
2,479.76

1,967.59
2,479.76

1,319.34
2,358.05

1,319.34
2,358.05

448.43
160.64

448.43
160.64

1,110.29
721.67

26.55

1,106.69
695.12
3.60

1,106.69
695.12

91.98
120.56

91.98
120.56

812.13
817.14

60.66

770.89
756.48
41.24

770.89
756.48

Hospitality

(113.74)
97.70

124.55

(113.74)
(26.85)

1,028.75
3,812.24

812.48

1,021.37
2,999.76
7.38

1,119.89
3,215.76
98.52
216.00

Systech

(617.86)
(502.30)

0.54

(617.86)
(502.84)

3,914.25
3,208.21

1,401.31

2,538.24
1,806.90
1,376.01

2,612.53
1,913.36
74.29
106.46

Others

4,640.82
6,301.04

125.09

4,640.82
6,175.95

73,869.62
77,213.97

3,213.04

71,948.59
74,000.93
1,921.03

75,489.82
78,230.63
3,541.23
4,229.70

Total

(23.83)
(122.51)

(124.55)

(23.83)
2.04

(1,921.03)
(3,213.04)

(3,213.04)

(1,921.03)

Eliminations

193.02

369.03
311.03
4,247.96
5,867.50
513.72
676.36
303.56
311.15
274.90
317.31
4,312.70
5,819.60
1,770.11
1,793.91
(92.72)
(490.71)
42.63

4,616.99
6,178.53

0.54

4,616.99
6,177.99

71,948.59
74,000.93

71,948.59
74,000.93

75,489.82
78,230.63
3,541.23
4,229.70

Consolidated
Total

Rupees crores

Prot for the year before Minority Interest

3,381.38
5,153.80

4,323.38
788.70
830.42

105.40
95.35

105.40
95.35

1,319.97
1,297.70

648.93

1,040.38
648.77
279.59

1,146.46
735.70
106.08
86.93

Steel Infrastructure
Trading and
Processing

Add/(Less) : Share of Prot/(Loss) of Associates for the year

1,394.34
1,460.93

1,394.34
1,460.93

6,053.44
5,305.87

28.94

6,037.61
5,276.93
15.83

6,037.61
5,276.93

Financial
Services

2,592.68

Deferred Tax

MAT Credit Entitlement

Current Tax

45.34
30.35

45.34
30.35

353.06
291.72

32.81

314.13
258.91
38.93

314.13
258.91

IT Services

Balance of Prot for the year before Share of Prot/(Loss) of Associates

(Add)/Less : Income Taxes

Prot before tax

Add/(Less) : Exceptional Items unallocable to segment

Add : Interest Income not allocable to segments

Less : Interest Expense not allocable to segments

Operating Prot

15,929.19
16,884.16

177.60
43,348.54
44,875.26

15,909.90
16,860.40
19.29

16,043.64
16,993.25
133.74
132.85

Farm
Equipment

43,209.38
44,697.66
139.16

46,337.98
48,385.12
3,128.60
3,687.46

Unallocable Corporate Expenses (net of Income)

Segment Result after exceptional

items

Add/(Less) : Exceptional Items

allocated to Segments

RESULT
Segment Result before exceptional
items

Total Revenue

Inter Segment Revenue

Net External Sales

Less : Excise Duty on Sales

REVENUE
Gross External Revenue

Automotive

42. Segment Information

Segment Report for the year ended 31st March, 2015
Primary Segment Disclosure - Business Segment

MAHINDRA & MAHINDRA LIMITED (CONSOLIDATED)

237

238
36,493.64
32,388.07

Financial
Services

757.28
714.08

3,133.50
2,901.45

Steel Infrastructure
Trading and
Processing

2,446.43
2,321.25

Hospitality

1,041.03
2,219.08

Systech

3,346.04
2,413.50

Others

80,710.24
75,252.24

Total

Eliminations

80,710.24
75,252.24

Consolidated
Total

Rupees crores

31,345.69
27,793.09

204.31
276.92

564.74
483.83

1,865.71
1,715.15

292.86
524.65

1,210.39
635.88

50,730.90
46,482.54

50,730.90
46,482.54

358.43
345.54
243.70
205.46

3,687.47
2,613.93
1,563.76
1,576.16

Capital Expenditure

Depreciation and Amortisation

Expense

5.62
4.50

2.44
4.74
45.51
26.08

44.70
41.16
16.45
15.40

56.02
5.08
13.35
10.13

38.01
28.33
66.35
39.34

135.07
126.99

35.05
186.75

54.77
186.10

97.81
77.02

338.64
267.69

2,087.60
2,140.84

4,715.55
3,619.56

63,095.37
59,230.30

62.26
62.20

Total Liabilities

2,618.99
3,022.52

12,364.47
12,747.76

12,565.95
11,968.30

Unallocable Corporate Liabilities

Segment Liabilities

94,843.98
88,270.26

336.11
307.81

IT Services

Total Assets

7,035.17
7,508.60

Farm
Equipment

14,133.74
13,018.02

26,121.04
24,478.40

Automotive

Unallocable Corporate Assets

Segment Assets

OTHER INFORMATION

42. Segment Information (Contd.)

MAHINDRA & MAHINDRA LIMITED (CONSOLIDATED)

42

Segment Information (Contd.) :

Secondary Segment Disclosure - Geographical Segment

Revenue From External Customers ..............................................................................................

Segment Assets................................................................................................................................
Capital Expenditure ........................................................................................................................

Domestic
50,919.45
51,191.02
63,190.12
58,526.71
2,980.73
2,264.70

Overseas
24,570.37
27,039.61
17,520.12
16,725.53
1,734.82
1,354.86

Rupees crores
Total
75,489.82
78,230.63
80,710.24
75,252.24
4,715.55
3,619.56

Notes :
1.

Business Segments :
The Group has considered business segments as the primary segment for disclosure.
The segments have been identied taking into account the organisational structure as well as the differing risks and returns of these segments.
Automotive Segment comprises of sale of automobiles, spare parts and related services.
Farm Equipment Segment comprises of sale of tractors, spare parts and related services.
IT Services comprise of Business Consulting, Software Implementation and related support activities
Financial Services comprise of services relating to nancing, leasing and hire purchase of automobiles and tractors.
Steel Trading and Processing comprises of trading and processing of steel.
Infrastructure comprise of operating of commercial complexes, project management and development.
Hospitality comprises of sale of Timeshare.
Systech comprises of automotive components and other related products and services.
Others comprise of Logistics, After-market, Two wheelers, Investments etc.

2.

Secondary Segments :
The geographical segments are considered for disclosure as secondary segment.
Domestic Segment includes sales to customers located in India and service income accrued in India.
Overseas Segment includes sales and services rendered to customers located outside India.
Segment Revenue comprises of :

Sale of Products ..................................................................................................................................................

Sale of Services ...................................................................................................................................................
Income from long term contracts ....................................................................................................................
Lease and rental income ...................................................................................................................................
Interest income of Financial Enterprises Consolidated ..................................................................................
Other allocable income* ...................................................................................................................................
Total .............................................

* Other allocable income includes :

Scrap Sales ...........................................................................................................................................................
Commission .........................................................................................................................................................
Dividend Income of Investment Enterprises Consolidated ............................................................................
Others ..................................................................................................................................................................
Total .............................................

2015

Rupees crores
2014
69,022.63
2,138.03
555.32
110.34
5,162.02
1,242.29
78,230.63
Rupees crores
2014

211.44
10.28
0.12
929.02
1,150.86

395.88
11.63
0.11
834.67
1,242.29

2015
65,148.60
2,255.18
887.12
141.83
5,906.23
1,150.86
75,489.82

239

43. Additional information as required by Schedule III to the Companies Act, 2013 (Contd.)
Additional information as required under Schedule III to the Companies Act, 2013, of enterprises consolidated as Subsidiary / Associate /
Joint Ventures
Rupees crores
Name of the Enterprise

Net assets, i.e., total assets minus

total liabilities
Amount
As % of
consolidated net
assets

Share of prot or loss

As % of
consolidated
prot or loss

Amount

PARENT

240

Mahindra and Mahindra Limited

74.47%

19,255.09

105.85%

3,321.11

SUBSIDIARIES
Indian
Anthurium Developers Limited
Bristlecone India Limited
Divine Heritage Hotels Private Limited
Defence Land Systems India Limited
EPC Industrie Limited
Gables Promoters Private Limited
Holiday on Hills Resorts Private Limited
Industrial Township (Maharashtra) Limited
Knowledge Township Limited
Mahindra Consulting Engineers Limited
Mahindra Automobile Distributor Private Limited
Mahindra Aerospace Private Limited
Mahindra Aerostructures Private Limited
Mahindra Bebanco Developers Limited
Mahindra Integrated Business Solutions Private Limited
Mahindra Defence Naval Systems Private Limited
Mahindra Defence Systems Limited
Mahindra Engineering and Chemical Products Limited
Mahindra EPC Services Private Limited
Mahindra Namaste Private Limited
Mahindra First Choice Services Limited
Mahindra First Choice Wheels Limited
Mahindra Gujarat Tractor Limited
Mahindra Hotels and Residences India Limited
Mahindra Holdings Limited
Industrial Cluster Private Limited
Mahindra Holidays & Resorts India Limited
Mahindra Insurance Brokers Limited
Mahindra Infrastructure Developers Limited
Mahindra Intertrade Limited
Mahindra Integrated Township Limited
Mahindra Lifespace Developers Limited
Mahindra Logistic Limited
Mahindra & Mahindra Financial Services Limited
Mahindra Electrical Steel Private Limited
Mahindra Trucks and Buses Limited
Mahindra Heavy Engines Private Limited
Mahindra Punjab Tractors Private Limited

0.00%
0.29%
-0.03%
0.33%
0.44%
0.05%
-0.02%
0.02%
0.08%
0.05%
0.03%
1.68%
0.32%
0.02%
0.02%
0.06%
0.30%
1.90%
0.45%
0.01%
0.13%
0.32%
0.01%
0.00%
0.46%
-0.05%
2.83%
0.66%
0.01%
1.54%
0.29%
5.12%
1.03%
21.93%
-0.01%
0.10%
0.77%
0.00%

0.05
74.55
(7.83)
85.32
114.42
13.15
(5.75)
4.85
20.56
11.88
8.98
434.89
82.78
6.43
5.67
16.54
77.35
491.05
117.28
2.32
33.35
83.11
3.53
(0.08)
119.99
(12.87)
730.89
171.89
1.93
397.10
73.75
1,323.13
266.45
5,669.41
(2.31)
26.46
198.14
(0.01)

0.00%
0.54%
-0.15%
-0.29%
0.06%
0.00%
-0.06%
0.00%
0.00%
0.07%
0.44%
-0.04%
-1.39%
0.38%
0.06%
0.02%
0.00%
-1.48%
0.49%
-0.12%
-1.72%
0.06%
0.14%
0.00%
0.18%
-0.45%
2.52%
1.37%
-0.48%
2.30%
1.29%
7.44%
1.31%
26.51%
-0.01%
0.07%
-1.70%
0.00%

0.02
16.98
(4.79)
(9.20)
1.79
(0.02)
(1.91)
(0.01)
*
2.07
13.81
(1.27)
(43.76)
11.98
1.75
0.53
0.12
(46.31)
15.23
(3.67)
(54.05)
1.92
4.50
(0.01)
5.56
(14.16)
79.02
42.94
(15.18)
72.17
40.51
233.30
41.09
831.78
(0.26)
2.28
(53.41)
*

MAHINDRA & MAHINDRA LIMITED (CONSOLIDATED)

43. Additional information as required by Schedule III to the Companies Act, 2013 (Contd.)
Additional information as required under Schedule III to the Companies Act, 2013, of enterprises consolidated as Subsidiary / Associate /
Joint Ventures
Rupees crores
Name of the Enterprise

Mahindra Residential Developers Limited

Mahindra Reva Electric Vehicles Private Limited
Mahindra Rural Housing Finance Limited
Mahindra Retail Private Limited
Mahindra Steel Service Centre Limited
Mahindra Shubhlabh Services Limited
Mahindra Telecommunications Investment Private Limited
Mahindra Two Wheelers Limited
Mahindra Internet Commerce Private Limited
Mahindra Vehicle Manufacturers Limited
Mahindra World City Developers Limited
Mahindra World City (Jaipur) Limited
Mahindra World City (Maharashtra) Limited
NBS International Limited
Mahindra Sanyo Special Steel Private Limited
Raigad Industrial and Business Park Limited
Retail Initiative Holdings Limited
Swaraj Automotives Limited
2 x 2 Logistics Private Limited
Mahindra Telephonics Integrated Systems Limited
Mahindra HZPC Private Limited
Mahindra Asset Management Company Private Limited
Mahindra Trustee Company Private Limited
Mahindra Auto Steel Private Limited
Brightsolar Renewable Energy Private Limited
Cleansolar Renewable Energy Private Limited
Mahindra Electoral Trust Company
Competent Hotels Private Limited
Mahindra UNIVEG Private Limited
Lords Freight (India) Private Limited
Mahindra Industrial Park Chennai Limited
Mahindra Offgrid Services Private Limited
Mriyalguda Farm Solution Limited

Net assets, i.e., total assets minus

total liabilities
Amount
As % of
consolidated net
assets
0.34%
88.14
0.13%
34.21
0.67%
173.16
-0.19%
(48.74)
0.36%
93.33
0.08%
21.29
0.02%
6.24
1.25%
323.40
0.01%
1.80
5.88%
1,520.55
0.45%
116.92
1.01%
260.11
0.00%
0.03
-0.04%
(9.48)
0.74%
191.61
0.00%
0.01
0.07%
19.11
0.10%
25.17
0.02%
4.11
0.03%
7.05
0.06%
15.55
0.00%
0.99
0.00%
0.02
0.27%
68.70
0.02%
6.08
0.07%
18.56
0.00%
0.04
0.03%
7.46
0.04%
10.43
0.02%
4.16
0.00%
0.04
0.02%
6.05
0.00%
*

Share of prot or loss

As % of
consolidated
prot or loss
0.44%
-3.00%
1.41%
-3.79%
0.24%
0.16%
0.10%
-16.86%
-0.11%
4.88%
0.45%
1.21%
0.00%
-0.11%
-2.02%
0.00%
-0.01%
0.08%
0.00%
-0.19%
0.02%
0.00%
0.00%
0.03%
0.00%
0.00%
0.00%
0.06%
-0.01%
-0.09%
0.00%
-0.01%
0.00%

Amount

-0.07%
0.00%
-0.29%
0.12%
0.60%
0.01%
0.14%
-0.01%

(2.15)
*
(9.06)
3.91
18.72
0.21
4.27
(0.33)

13.92
(94.08)
44.17
(118.89)
7.54
4.99
3.05
(528.87)
(3.34)
153.03
14.26
37.99
*
(3.32)
(63.27)
(0.01)
(0.46)
2.41
0.09
(6.09)
0.63
(0.06)
(0.01)
0.93
(0.07)
0.01
*
1.90
(0.38)
(2.71)
(0.01)
(0.27)
*

Foreign
Aerostaff Australia Pty. Limited ^
Airvan Flight Services Pty. Limited ^
Bristlecone Limited $
Bristlecone GmbH
Bristlecone Inc. $
Bristlecone Consulting Limited @
Bristlecone (Malaysia) Sdn. Bhd. **
Bristlecone (Singapore) Pte. Limited ++

-0.01%
0.00%
0.12%
0.04%
0.24%
0.01%
0.02%
0.00%

(1.75)
*
31.18
11.16
63.34
3.52
4.39
0.23

241

43. Additional information as required by Schedule III to the Companies Act, 2013 (Contd.)
Additional information as required under Schedule III to the Companies Act, 2013, of enterprises consolidated as Subsidiary / Associate /
Joint Ventures
Rupees crores
Name of the Enterprise

Bristlecone UK Limited
Bristlecone International AG <
GA200 Pty. Limited ^
GA8 Airvan Pty. Limited ^
Gipp Aero Investments Pty. Limited ^
Gippsaero Pty. Limited ^
Nomad TC Pty. Limited ^
Innity Hospitality Group Company Limited #
Mahindra Automotive Australia Pty. Limited ^
Mahindra Aerospace Australia Pty. Limited ^
Mahindra-BT Investment Company (Mauritius) Limited $
Mahindra Europe S.r.l.
-AHINDRA%MIRATES6EHICLE!RMOURING&: ,,#s
Mahindra Graphic Research Design S.r.l.
MH Boutique Hospitality Limited #
Heritage Bird (M) Sdn. Bhd **
-AHINDRA-IDDLE%AST%LECTRICAL3TEEL3ERVICE#ENTRE&:# s
Mahindra & Mahindra South Africa (Pty) Limited >>
Mahindra Overseas Investment Company (Mauritius) Limited $
Mahindra Racing S.r.l.
Mahindra Tractor Assembly Inc. $
Mahindra USA Inc. $
Mahindra Yueda (Yancheng) Tractor Company Limited >
Ssangyong European Parts Center B.V.
Ssangyong Motor (Shanghai) Company Limited >
Ssangyong Motor Company |
Mahindra North American Technical Center, Inc. $
Mahindra Racing UK Limited
MHR Holdings (Mauritius) Limited
Covington S. r.l.
Mahindra Two Wheelers Europe Holdings S.a r.l.
Peugeot Motocycles SAS
Peugeot Motocycles Deutschland GmbH
Peugeot Motocycles Italia S.p.A

Net assets, i.e., total assets minus

total liabilities
Amount
As % of
consolidated net
assets
0.02%
4.04
0.01%
2.42
0.00%
*
0.00%
*
0.71%
182.68
0.10%
26.34
0.00%
*
0.03%
7.95
0.03%
8.83
0.84%
216.29
0.60%
155.64
0.04%
9.70
0.04%
9.46
0.02%
5.72
0.00%
0.69
0.00%
(0.64)
0.12%
31.51
0.30%
77.44
1.67%
432.22
0.01%
3.18
0.12%
30.04
0.27%
70.16
2.58%
666.30
0.11%
28.88
0.13%
33.59
15.59%
4,030.01
0.04%
10.15
0.00%
0.11
0.00%
(0.10)
0.19%
47.93
0.44%
115.02
4.20%
1,085.71
0.01%
2.57
0.00%
(0.01)

Share of prot or loss

As % of
consolidated
prot or loss
0.00%
-0.18%
0.00%
0.00%
0.00%
-1.28%
0.00%
-0.06%
0.08%
0.16%
0.02%
0.00%
0.14%
-0.10%
-0.02%
-0.01%
0.00%
0.69%
-0.34%
-0.02%
-0.11%
0.17%
-1.70%
0.02%
-0.25%
-22.61%
0.32%
0.00%
-0.03%
0.00%
0.00%
-1.55%
-0.06%
0.00%

Amount

0.00%
0.00%
0.00%
0.00%
0.00%
0.01%

0.27

(0.07)
(5.66)
*
*
(0.04)
(40.10)
*
(1.93)
2.46
5.10
0.63
0.01
4.30
(3.11)
(0.52)
(0.17)
0.02
21.52
(10.58)
(0.54)
(3.32)
5.46
(53.27)
0.62
(7.98)
(709.52)
10.00
(0.08)
(1.08)
*
*
(48.60)
(1.83)
0.04

Associates (Investment as per the equity method)

Indian
Mahindra Construction Company Limited
Ofcemartindia.com Limited
Rathna Bhoomi Enterprises Pvt. Limited
Kota Farm Services Limited
Mega One Stop Farm Services Limited
Mahindra & Mahindra Contech Limited

242

0.00%
0.00%
0.00%
0.00%
0.00%
0.02%

4.04

MAHINDRA & MAHINDRA LIMITED (CONSOLIDATED)

43. Additional information as required by Schedule III to the Companies Act, 2013 (Contd.)
Additional information as required under Schedule III to the Companies Act, 2013, of enterprises consolidated as Subsidiary / Associate /
Joint Ventures
Rupees crores
Name of the Enterprise

PSL Media & Communications Limited

Kismat Developers Private Limited
Topical Builders Private Limited
Mahindra Tsubaki Conveyor Systems Private Limited
Swaraj Engines Limited
Tech Mahindra Limited
Mahindra CIE Automotive Limited

Net assets, i.e., total assets minus

total liabilities
Amount
As % of
consolidated net
assets
0.00%

0.00%

0.00%

0.11%
28.94
0.24%
61.76
15.29%
3,952.73
1.98%
512.83

Share of prot or loss

As % of
consolidated
prot or loss
0.00%
0.00%
0.00%
0.01%
0.55%
22.37%
-0.50%

Amount

0.43
17.22
701.76
(15.79)

Foreign
CIE Automotive Spain
Holiday Club Resort Oy

3.29%
0.44%

850.27
113.52

2.68%
0.02%

84.16
0.66

0.16%
0.10%
0.09%
-0.02%
0.00%

41.94
27.07
22.26
(6.44)
0.04

0.29%
-0.03%
0.03%
-0.23%
0.00%

9.23
(1.00)
0.87
(7.08)
*

0.60%
-0.01%
0.15%

155.59
(3.44)
39.24

0.43%
-0.06%
-0.07%

13.62
(1.78)
(2.14)

Minority Interest

-22.79%

(5,892.23)

-7.77%

(243.91)

Inter Company Adjustments

Total

-55.37%
100.00%

(14,317.18)
25,856.38

-17.59%
100.00%

(551.91)
3,137.47

Joint Ventures (as per proportionate consolidation)

Indian
Mahindra
Mahindra
Mahindra
Mahindra
Mahindra

Sona Limited
Solar One Private Limited
Water Utilities Limited
Homes Private Limited
Inframan Water Utilities Private Limited

Foreign
Mahindra Finance USA LLC $
!RABIAN$REAMS(OTEL!PARTMENTS,,#s
Jinan Qingqi Peugeot Motorcycle Company Limited >

*
#
$
s
**
@
^

++
<
>

denotes amounts less than Rs. 50,000.

Converted into Indian Rupees at the exchange rate, 1THB = Rs. 1.91 as on 31st March, 2015
Converted into Indian Rupees at the exchange rate, 1USD = Rs. 62.64 as on 31st March, 2015
#ONVERTEDINTO)NDIAN2UPEESATTHEEXCHANGERATE!%$2SASONst March, 2015
Converted into Indian Rupees at the exchange rate, 1MYR = Rs. 16.81 as on 31st March, 2015
Converted into Indian Rupees at the exchange rate, 1CAD = Rs. 49.22 as on 31st March, 2015
Converted into Indian Rupees at the exchange rate, 1AUD = Rs. 47.77 as on 31st March, 2015
Converted into Indian Rupees at the exchange rate, 1GBP = Rs. 92.56 as on 31st March, 2015
Converted into Indian Rupees at the exchange rate, 1EUR = Rs. 67.66 as on 31st March, 2015
Converted into Indian Rupees at the exchange rate, 1SGD = Rs. 45.52 as on 31st March, 2015
Converted into Indian Rupees at the exchange rate, 1CHF = Rs. 64.67 as on 31st March, 2015
Converted into Indian Rupees at the exchange rate, 1CNY = Rs. 10.10 as on 31st March, 2015
Converted into Indian Rupees at the exchange rate, 1ZAR = Rs. 5.16 as on 31st March, 2015
Converted into Indian Rupees at the exchange rate, 1KRW = Rs. 0.0565 as on 31st March, 2015

44. Previous years gures have been regrouped/restated where ever necessary.

243

244

Mahindra Retail Private Limited

Mahindra Internet Commerce

Private Limited

Mahindra Holdings Limited

Mahindra Offgrid Services

Private Limited

Mahindra EPC Services Private

Limited

Brightsolar Renewable Energy

Private Limited

Cleansolar Renewable Energy

Private Limited

Mahindra Integrated Business

Solutions Private Limited

26

27

28

29

30

31

32

GA200 Pty. Limited

17

25

Airvan Flight Services Pty.

Limited

16

Retail Initiative Holdings

Limited

Gippsaero Pty. Limited

15

24

Gipp Aero Investments Pty.

Limited

14

Mahindra Engineering and

Chemical Products Limited

Aerostaff Australia Pty. Limited

13

23

Mahindra Aerostructures
Private Limited

12

Mahindra Telephonics
Integrated Systems Limited

Mahindra Aerospace Australia

Pty. Limited

11

22

Mahindra Aerospace Private

Limited

10

Mahindra Defence Naval

Systems Private Limited

Bristlecone (Singapore) Pte.

Limited

21

Bristlecone GmbH

Mahindra Defence Systems

Limited

Bristlecone International AG

20

Bristlecone UK Limited

GA8 Airvan Pty. Limited

Bristlecone (Malaysia) Sdn.

Bhd.

Nomad TC Pty. Limited

Bristlecone Consulting Limited

19

Bristlecone Inc.

18

Bristlecone Limited

Bristlecone India Limited

Name of the Subsidiary

Sr.
No.

Part A : Subsidiaries (Contd.)

INR

INR

INR

INR

INR

INR

INR

INR

INR

INR

INR

INR

INR

AUD

AUD

AUD

AUD

AUD

AUD

AUD

INR

AUD

INR

SGD

EUR

CHF

GBP

MYR

CAD

USD

INR

USD

Reporting
Currency

1.00

1.00

1.00

1.00

1.00

1.00

1.00

1.00

1.00

1.00

1.00

1.00

1.00

47.77

47.77

47.77

47.77

47.77

47.77

47.77

1.00

47.77

1.00

45.52

67.66

64.67

92.56

16.81

49.22

62.64

1.00

62.64

Exchange
Rate

1.50

2.96

6.16

43.68

6.35

96.59

5.01

533.46

20.55

48.50

20.00

15.03

7.17

0.05

158.83

33.52

10.75

160.36

211.38

235.29

7.60

0.34

0.65

21.75

0.17

153.21

19.05

104.63

Capital
(including
Preference
Capital)

4.17

15.60

(0.08)

73.60

(0.30)

23.40

(3.21)

(582.20)

(1.44)

442.55

(12.95)

1.51

70.18

(0.05)

(132.49)

149.16

(12.49)

(77.58)

4.91

199.59

(7.37)

10.82

1.77

(17.71)

4.23

3.52

(89.87)

55.50

(73.45)

Reserves
& Surplus

9.52

18.58

6.11

316.09

24.92

120.06

7.77

98.97

513.53

547.42

10.08

20.21

106.48

213.27

182.72

5.97

190.55

312.79

436.85

0.29

17.17

6.01

4.04

7.32

3.63

111.06

101.84

210.05

Total
Assets

3.85

0.02

0.03

198.81

18.87

0.07

5.98

147.71

494.42

56.37

3.02

3.67

29.13

186.93

0.04

7.72

107.77

96.50

1.96

0.06

6.01

3.59

2.93

0.11

47.72

27.29

178.87

Total
Liabilities

2.14

18.09

5.99

6.45

13.46

23.44

1.23

10.64

0.82

0.01

Investments
(excluding
investments
in
subsidiaries)

12.93

0.14

0.14

507.64

0.13

5.33

4.03

210.53

3.78

1.64

10.63

59.36

82.66

11.40

1.96

10.53

3.19

0.53

39.80

12.82

21.15

0.26

221.44

171.18

2.54

Gross
Turnover

2.45

0.01

(0.07)

23.57

(0.27)

5.83

(3.34)

(118.89)

(0.46)

(40.06)

(6.09)

0.63

(0.68)

(40.10)

(0.04)

(2.15)

(43.76)

5.10

(1.22)

(0.33)

5.19

(5.66)

(0.07)

5.66

0.28

19.57

25.37

(9.06)

Prot/
(Loss)
before
Tax

0.70

8.34

0.27

6.25

0.09

(0.80)

0.05

1.28

1.39

0.08

0.85

8.39

Provision
for Tax

1.75

0.01

(0.07)

15.23

(0.27)

5.56

(3.34)

(118.89)

(0.46)

(46.31)

(6.09)

0.53

0.12

(40.10)

(0.04)

(2.15)

(43.76)

5.10

(1.27)

(0.33)

3.91

(5.66)

(0.07)

4.27

0.21

18.72

16.98

(9.06)

0.18

Prot/ Proposed
(Loss) Dividend
and Tax
after Tax
thereon

100.00%

100.00%

100.00%

100.00%

100.00%

100.00%

96.22%

96.22%

100.00%

100.00%

74.00%

100.00%

100.00%

50.07%

50.07%

50.07%

50.07%

50.07%

50.07%

66.67%

66.67%

66.67%

66.67%

77.71%

77.71%

77.71%

77.71%

77.71%

77.71%

77.71%

77.71%

77.71%

Proportion
of
ownership
interest @

100.00%

100.00%

100.00%

100.00%

100.00%

100.00%

75.10%

100.00%

100.00%

100.00%

100.00%

100.00%

100.00%

100.00%

100.00%

100.00%

100.00%

100.00%

Proportion
of voting
power
where
different

Rupees Crores

FORM AOC-1
Pursuant to rst proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014
Statement Containing salient features of the nancial statements of subsidiaries/associate companies /joint ventures as included in the Consolidated Financial Statements

Mahindra Punjab Tractors

Private Limited

Mahindra Telecommunications
Investment Private Limited

Mahindra Holidays & Resorts

India Limited

Divine Heritage Hotels Private

Limited

Gables Promoters Private

Limited **

Holiday on Hills Resorts Private

Limited

Innity Hospitality Group

Company Limited #

Mahindra Hotels and

Residences India Limited

MH Boutique Hospitality
Limited

Heritage Bird (M) Sdn. Bhd

Competent Hotels Private

Limited

MHR Holdings (Mauritius)

Limited

Covington S. r.l. #

Mahindra Lifespace Developers

Limited

Mahindra Infrastructure
Developers Limited

34

35

36

37

38

39

40

41

42

43

44

45

46

47

48

Mahindra Industrial Park

Chennai Limited

Mahindra World City (Jaipur)

Limited

Mahindra Integrated Township

Limited

Mahindra Residential
Developers Limited

Mahindra World City

(Maharashtra) Limited

Raigad Industrial and Business

Park Limited

Anthurium Developers Limited

Industrial Township
(Maharashtra) Limited

Knowledge Township Limited

Mahindra Bebanco Developers

Limited

Industrial Cluster Private

Limited

Mahindra Intertrade Limited

Mahindra MiddleEast Electrical

Steel Service Centre (FZC)

50

51

52

53

54

55

56

57

58

59

60

61

62

Mahindra World City

Developers Limited

Mahindra Namaste Private

Limited

33

49

Name of the Subsidiary

Sr.
No.

Part A : Subsidiaries (Contd.)

AED

INR

INR

INR

INR

INR

INR

INR

INR

INR

INR

INR

INR

INR

INR

INR

EUR

EUR

INR

MYR

THB

INR

THB

INR

INR

INR

INR

INR

INR

INR

Reporting
Currency

16.97

1.00

1.00

1.00

1.00

1.00

1.00

1.00

1.00

1.00

1.00

1.00

1.00

1.00

1.00

1.00

67.66

67.66

1.00

16.81

1.91

1.00

1.91

1.00

1.00

1.00

1.00

1.00

1.00

1.00

Exchange
Rate

3.45

16.60

0.41

0.05

21.00

5.00

0.05

0.11

1.17

0.26

50.44

200.00

0.05

20.00

18.00

41.01

0.08

0.98

3.08

0.50

1.91

0.05

28.65

1.00

13.20

0.70

88.05

0.47

0.01

9.01

Capital
(including
Preference
Capital)

28.06

380.50

(13.28)

6.38

(0.44)

(0.15)

(0.10)

(1.14)

87.88

23.31

60.11

(0.01)

96.92

(16.07)

1,282.12

47.85

(1.08)

4.38

(1.14)

(1.22)

(0.13)

(20.70)

(6.75)

(0.05)

(8.53)

642.84

5.77

(0.02)

(6.69)

Reserves
& Surplus

35.94

558.02

851.23

129.05

44.76

5.17

2.40

0.06

0.04

134.70

218.08

690.16

0.05

562.53

3.22

2,233.99

118.14

74.11

9.25

7.68

7.28

39.52

34.12

36.75

27.02

2,713.92

6.26

0.01

3.56

Total
Assets

4.43

160.93

864.10

122.63

24.20

0.32

2.35

0.05

0.01

46.56

144.33

430.05

0.01

445.61

1.29

910.86

70.20

74.21

1.78

8.32

6.59

0.08

31.57

39.86

23.61

34.84

1,983.03

0.02

0.01

1.24

Total
Liabilities

11.00

58.64

0.07

323.73

9.58

0.10

0.10

Investments
(excluding
investments
in
subsidiaries)

37.97

1,306.59

81.13

0.01

0.03

67.69

155.67

134.28

64.22

0.05

760.03

1.87

0.66

2.71

1.51

6.26

7.38

3.47

807.56

3.17

1.12

Gross
Turnover

0.02

110.24

(14.16)

15.20

(0.01)

0.02

(0.01)

17.62

42.00

56.15

(0.01)

21.25

(15.18)

337.71

(1.08)

2.94

(0.17)

(0.52)

(0.01)

(1.93)

(1.91)

(0.02)

(4.79)

104.97

3.14

(3.75)

Prot/
(Loss)
before
Tax

38.07

3.22

3.69

1.48

18.16

7.00

104.41

1.04

25.94

0.09

(0.08)

Provision
for Tax

0.02

72.17

(14.16)

11.98

(0.01)

0.02

(0.01)

13.92

40.51

37.99

(0.01)

14.26

(15.18)

233.30

(1.08)

1.90

(0.17)

(0.52)

(0.01)

(1.93)

(1.91)

(0.02)

(4.79)

79.02

3.05

(3.67)

19.98

10.23

2.41

29.71

42.74

Prot/ Proposed
(Loss) Dividend
and Tax
after Tax
thereon

90.00%

100.00%

50.83%

35.58%

50.83%

50.83%

50.83%

50.83%

50.83%

48.95%

48.95%

37.61%

45.24%

45.24%

50.83%

50.83%

75.64%

75.64%

75.64%

75.64%

37.07%

75.64%

55.96%

75.64%

75.64%

75.64%

75.64%

100.00%

100.00%

100.00%

100.00%

70.00%

100.00%

100.00%

100.00%

100.00%

100.00%

100.00%

99.14%

74.00%

100.00%

89.00%

100.00%

100.00%

100.00%

100.00%

100.00%

49.00%

100.00%

100.00%

100.00%

100.00%

100.00%

Proportion
of voting
power
where
different

Rupees Crores
Proportion
of
ownership
interest @

MAHINDRA & MAHINDRA LIMITED (CONSOLIDATED)

245

246

Mahindra Steel Service Centre

Limited

Mahindra Auto Steel Private

Limited **

Mahindra Logistic Limited

2 x 2 Logistics Private Limited

Lords Freight (India) Private

Limited

Mahindra & Mahindra Financial

Services Limited

Mahindra Insurance Brokers

Limited

Mahindra Rural Housing

Finance Limited

Mahindra Asset Management

Company Private Limited **

Mahindra Trustee Company

Private Limited **

Mahindra Two Wheelers

Limited

Mahindra Two Wheelers

Europe Holdings S.a r.l.

Peugeot Motocycles SAS #

Peugeot Motocycles
Deutschland GmbH #

Peugeot Motocycles Italia

S.p.A #

Ssangyong Motor Company #

Ssangyong European Parts

Center B.V. #

Ssangyong Motor (Shanghai)

Company Limited #

Mahindra Overseas Investment

Company (Mauritius) Limited

Mahindra-BT Investment
Company (Mauritius) Limited

64

65

66

67

68

69

70

71

72

73

74

75

76

77

78

79

80

81

82

83

Mahindra Emirates Vehicle

Armouring FZ-LLC

Mahindra Graphic Research

Design S.r.l.

Mahindra Tractor Assembly Inc.

Mahindra Yueda (Yancheng)

Tractor Company Limited #

Mahindra Racing S.r.l.

Mahindra Racing UK Limited

Mahindra Shubhlabh Services

Limited

Mahindra UNIVEG Private

Limited

Mahindra USA Inc.

85

86

87

88

89

90

91

92

93

Mahindra Europe S.r.l.

Mahindra Electrical Steel

Private Limited **

63

84

Name of the Subsidiary

Sr.
No.

Part A : Subsidiaries (Contd.)

USD

INR

INR

GBP

EUR

CNY

USD

EUR

AED

EUR

USD

USD

CNY

EUR

KRW

EUR

EUR

EUR

EUR

INR

INR

INR

INR

INR

INR

INR

INR

INR

INR

INR

INR

Reporting
Currency

62.64

1.00

1.00

92.56

67.66

10.10

62.64

67.66

16.97

67.66

62.64

62.64

10.10

67.66

0.0565

67.66

67.66

67.66

67.66

1.00

1.00

1.00

1.00

1.00

1.00

1.00

1.00

1.00

1.00

1.00

1.00

Exchange
Rate

87.70

5.55

13.41

0.19

3.73

519.14

35.14

6.49

16.97

9.62

74.42

635.80

30.30

4.74

3,856.33

1.79

0.18

66.37

115.02

2,094.39

0.05

1.05

65.74

2.58

112.83

2.36

4.01

100.71

68.50

16.54

0.05

Capital
(including
Preference
Capital)

32.94

14.25

1,355.78

115.02

771.25

0.03

0.99

2,119.42

187.83

35,074.14

18.74

4.94

565.58

99.21

208.70

8.94

Total
Assets

(17.54)

4.88

7.87

(0.08)

(0.55)

147.16

(5.10)

(0.77)

(7.51)

0.08

81.22

(203.58)

3.29

24.14

967.16

19.81

55.58

11.43

8.88

1,007.27

46.90

16.48

13.91

41.30

155.69

1,352.27

35.43

37.54

173.68 11,668.82

(1.80)

2.40

1,019.34

(1,770.99)

(0.03)

(0.06)

107.42

169.31

5,556.58

1.80

0.10

165.74

0.20

76.79

(2.36)

Reserves
& Surplus

897.00

9.38

34.30

11.32

5.70

340.98

16.86

10.76

4.46

31.61

0.05

920.06

1.84

8.66

7,638.81

32.95

11.67

270.08

447.85

1,946.26

15.94

29,404.73

14.58

0.83

299.13

30.51

115.37

11.25

Total
Liabilities

0.56

1,188.91

1.45

133.29

0.75

97.65

768.29

0.01

120.34

8.00

Investments
(excluding
investments
in
subsidiaries)

2,238.13

12.23

158.49

33.83

34.53

575.20

77.03

23.96

40.73

65.23

19.78

29.59

68.34

18,271.03

9.95

25.09

157.10

724.16

0.01

328.44

126.19

5,584.70

69.46

1.46

1,924.18

1.24

164.24

0.01

Gross
Turnover

24.61

(0.38)

7.17

(0.08)

(0.16)

(53.27)

(3.45)

(3.12)

4.30

0.23

0.63

(10.58)

(7.88)

0.74

(709.52)

0.04

(1.83)

(48.60)

(528.87)

(0.01)

(0.06)

67.32

65.28

1,253.64

(2.53)

0.13

62.10

1.13

13.50

(0.26)

Prot/
(Loss)
before
Tax

(19.15)

2.18

0.38

(0.13)

0.22

0.11

0.12

23.14

22.34

421.87

0.18

0.04

21.01

0.20

5.96

Provision
for Tax

5.46

(0.38)

4.99

(0.08)

(0.54)

(53.27)

(3.32)

(3.11)

4.30

0.01

0.63

(10.58)

(7.98)

0.62

(709.52)

0.04

(1.83)

(48.60)

(528.87)

(0.01)

(0.06)

44.17

42.94

831.78

(2.71)

0.09

41.09

0.93

7.54

(0.26)

10.29

3.88

271.75

1.99

Prot/ Proposed
(Loss) Dividend
and Tax
after Tax
thereon

100.00%

60.00%

100.00%

100.00%

100.00%

51.00%

100.00%

100.00%

51.00%

100.00%

57.00%

100.00%

73.23%

73.23%

73.23%

45.34%

45.34%

45.34%

88.91%

88.91%

51.62%

51.62%

45.17%

43.88%

51.62%

50.41%

46.20%

84.01%

51.00%

61.00%

100.00%

60.00%

100.00%

100.00%

100.00%

100.00%

51.00%

100.00%

100.00%

100.00%

87.50%

85.00%

60.00%

55.00%

Proportion
of voting
power
where
different

Rupees Crores
Proportion
of
ownership
interest @

Mahindra North American

Technical Center, Inc.

EPC Industrie Limited

Mahindra Automotive Australia

Pty. Limited

Mahindra Consulting Engineers

Limited

Mahindra Automobile
Distributor Private Limited

Mahindra First Choice Services

Limited

Mahindra First Choice Wheels

Limited

Mahindra & Mahindra South

Africa (Pty) Limited

Mahindra Trucks and Buses

Limited

Mahindra Heavy Engines

Private Limited

Mahindra Reva Electric Vehicles

Private Limited

Mahindra Vehicle
Manufacturers Limited

Swaraj Automotives Limited

Mahindra HZPC Private Limited

Mahindra Electoral Trust

Company

Mriyalguda Farm Solution

Limited

Mahindra Gujarat Tractor

Limited

NBS International Limited

Defence Land Systems India

Limited

Mahindra Sanyo Special Steel

Private Limited

94

95

96

97

98

99

100

101

102

103

104

105

106

107

108

109

110

111

112

113
INR

INR

INR

INR

INR

INR

INR

INR

INR

INR

INR

INR

ZAR

INR

INR

INR

INR

AUD

INR

USD

Reporting
Currency

1.00

1.00

1.00

1.00

1.00

1.00

1.00

1.00

1.00

1.00

1.00

1.00

5.16

1.00

1.00

1.00

1.00

47.77

1.00

62.64

Exchange
Rate

10.00

166.00

0.05

20.30

0.80

0.05

7.89

2.40

962.25

35.69

508.00

22.96

26.83

73.84

191.90

1.00

2.13

21.85

27.65

Capital
(including
Preference
Capital)

181.61

(80.68)

(9.53)

(16.77)

(0.80)

(0.01)

7.66

22.77

558.30

(1.47)

(309.86)

3.50

50.61

9.26

(158.55)

7.98

9.75

(13.02)

86.78

10.15

Reserves
& Surplus

625.56

93.22

34.03

63.51

0.05

22.78

50.91

3,622.25

215.52

361.53

60.42

163.28

110.27

47.73

33.07

23.13

46.12

152.38

36.43

Total
Assets

433.95

7.91

43.51

59.98

7.22

25.74

2,101.70

181.30

163.39

33.96

85.83

27.17

14.39

24.09

11.26

37.29

37.95

26.22

Total
Liabilities

14.00

2.21

2.80

3.33

8.00

3.18

14.23

0.01

Investments
(excluding
investments
in
subsidiaries)

1,026.22

18.90

182.37

115.18

21.62

104.41

6,160.46

43.04

176.63

101.22

354.22

44.03

50.25

86.55

25.99

97.38

171.82

119.18

Gross
Turnover

(63.27)

(9.20)

(3.42)

6.02

0.94

3.57

239.14

(94.08)

(53.41)

3.42

29.87

1.92

(54.05)

20.61

3.07

2.46

2.67

9.80

Prot/
(Loss)
before
Tax

(0.11)

1.52

0.31

1.16

86.11

1.14

8.35

6.80

1.00

0.88

(0.20)

Provision
for Tax

(63.27)

(9.20)

(3.32)

4.50

0.63

2.41

153.03

(94.08)

(53.41)

2.28

21.52

1.92

(54.05)

13.81

2.07

2.46

1.79

10.00

1.01

66.82

1.38

13.72

0.62

Prot/ Proposed
(Loss) Dividend
and Tax
after Tax
thereon

51.00%

100.00%

100.00%

60.00%

69.00%

100.00%

59.95%

71.19%

100.00%

75.72%

100.00%

100.00%

100.00%

45.50%

100.00%

95.00%

54.16%

100.00%

54.78%

100.00%

Proportion
of voting
power
where
different

Rupees Crores
Proportion
of
ownership
interest @

Mahindra Engineering Services Limited

Mahindra Engineering Services (Europe) Limited
Mahindra Engineering GmbH
Mahindra Technologies Services Inc.
Mahindra Ugine Steel Company Limited
Mahindra Gears International Limited
Mahindra Gears Global Limited
Mahindra Gears Cyprus Limited
Metalcastello S.P.A.

Crest Geartech Private Limited

Mahindra Gears & Transmissions Private Limited
Mahindra Investments (India) Private Limited
Mahindra Conveyor Systems Private Limited
Bell Tower Resorts Private Limited
Mahindra Holidays and Resorts USA Inc.
Jiangxi Mahindra Yueda Tractor Company Limited
Mahindra Business & Consulting Services Private Limited

* denotes amounts less than Rs. 50,000.

** denotes companies yet to commence operations
@ excluding shares issued to ESOP Trusts of the respective entities/their holding companies but not allotted to employees as per the Guidance Note on Accounting for Employee Share Based Payments issued by The Institute
of Chartered Accountants of India.
# denotes companies where reporting period is 1st January, 2014 to 31st December, 2014. The nancial year for all other subsidiaries is 1st April, 2014 to 31st March, 2015
Names of subsidiaries which have ceased to exist during the year on account of Liquidation/ Sale/Merger through scheme of arrangement are as under (also refer note 1 of Consolidated Financial Statements):

Notes :

Name of the Subsidiary

Sr.
No.

Part A : Subsidiaries (Contd.)

MAHINDRA & MAHINDRA LIMITED (CONSOLIDATED)

247

Part B Details of Associates / Joint Ventures

Rupees crores
Name of Associates / Joint Ventures

Audited
Balance Sheet
Date

No. of Equity
shares held

% of
Holding

Cost of
Investments
(Equity
Shares)

Networth
attributable to
Shareholding as
per latest
audited Balance
Sheet

Associates ~
Mahindra Construction Company Limited
Ofcemartindia.com Limited
Rathna Bhoomi Enterprises Private Limited ++
Kota Farm Services Limited
Mega One Stop Farm Services Limited
Mahindra & Mahindra Contech Limited |
PSL Media & Communications Limited |
Kismat Developers Private Limited >
Topical Builders Private Limited >
Mahindra Tsubaki Conveyor Systems Private Limited <
Holiday Club Resorts Oy !
Swaraj Engines Limited
Tech Mahindra Limited ##
Mahindra CIE Automotive Limited
CIE Automotive, S.A.

31/03/2014
9,00,000
31/03/2015
7,49,997
31/03/2014
500
31/03/2015
2,73,420
31/03/2015
3,51,000
31/03/2015
70,000
31/03/2014
39,498
31/03/2015
15
31/03/2015
175
31/03/2015 1,53,76,025
30/09/2014
7,07,777
31/03/2015
41,26,417
31/03/2015 25,66,93,512
31/03/2015 6,52,71,407
31/12/2014 1,60,40,706

37.49%
50.00%
25.41%
45.00%
45.00%
46.66%
36.12%
42.86%
50.00%
49.00%
22.34%
33.22%
26.71%
20.21%
12.44%

0.97
0.22
*
0.27
0.35
1.73
0.01
*
*
18.31
114.28
1.63
2,691.53
531.48
821.60

Joint Ventures
Mahindra Sona Limited
Mahindra Water Utilities Limited **
Mahindra Inframan Water Utilities Private Limited **
Mahindra Solar One Private Limited #
Mahindra Homes Private Limited ^
Mahindra Finance USA LLC @
Arabian Dreams Hotel Apartments LLC
Jinan Qingqi Peugeot Motorcycle Company Limited

31/03/2015
31/03/2015
31/03/2015
31/03/2015
31/03/2015
31/03/2015
31/03/2015
31/12/2014

29.77%
50.00%
50.00%
26.00%
50.00%
49.00%
49.00%
50.00%

1.64
0.05
0.03
27.73
0.21
107.87
0.52
46.25

26,20,000
50,000
25,000
27,81,640
2,06,017
1,99,52,105
147
1

Prot / (Loss) for the year

Considered in
Consolidation

Not considered
in
consolidation

(3.55)
(0.12)
(0.06)
(0.14)
(0.25)
2.96
0.66
(0.22)
(2.75)
28.94
ns
70.45
3,271.13
384.39
537.97

0.27

0.43
0.66
17.22
701.76
(15.79)
84.16

(7.13)
*
*
*
*
0.31
0.04
*
0.16
0.51
2.28
34.62
1,925.91
(62.36)
592.65

41.94
22.26
0.04
27.07
(6.44)
155.59
(3.44)

9.23
0.87
*
(1.00)
(7.08)
13.62
(1.78)
(2.14)

21.79
0.87
*
(2.85)
(7.08)
14.18
(1.85)
(2.14)

* denotes amounts less than Rs. 50,000.

~ Signicant inuence is excercised through shareholding except CIE Automotive, S.A. where it is through contractual representation on the board of the company
s 4HEINVESTMENTWASACQUIREDONst November, 2014 hence networth of the company as per latest audited balance sheet date is Nil
The investment was acquired on 19 th January, 2015 hence networth of the company as per latest audited balance sheet date is Nil
++ Shareholding is through a subsidiary, Mahindra Infrastructure Developers Limited.
| Shareholding is through the Company and its subsidiary, Mahindra Holdings Limited.
> Shareholding is through a subsidiary, Mahindra Lifespace Developers Limited.
Shareholding is through a subsidiary, Mahindra Overseas Investment Company (Mauritius) Limited.
! Shareholding is through a subsidiary, Covington S..r.l.
< Shareholding is through a subsidiary, Mahindra Engineering and Chemical Products Limited.
## Shareholding is through the Company and its subsidiaries, Mahindra Holdings Limited and Mahindra-BT Investment Company (Mauritius) Limited.
** Shareholding is through a subsidiary, Mahindra Infrastructure Developers Limited.
# Shareholding is through a subsidiary, Mahindra Holdings Limited.
@ Shareholding is through a subsidiary, Mahindra & Mahindra Financial Services Limited.
^ Shareholding is through a subsidiary, Mahindra Lifespace Developers Limited.
Shareholding is through a subsidiary, Mahindra Holidays & Resorts India Limited.
Shareholding is through a subsidiary, Peugeot Motocycles SAS
Notes: 1. No Associates / Joint Ventures are yet to commence operations.
2. No Associates / Joint Ventures have been liquidated or sold during the year.

Bharat Doshi
Deepak S. Parekh
Nadir B. Godrej
M. M. Murugappan
R. K. Kulkarni
Anupam Puri
Vishakha N. Desai
Vikram Singh Mehta
S. B. Mainak

248

Anand G. Mahindra
Dr. Pawan Goenka

Chairman & Managing Director

Executive Director & Group President
(Auto and Farm Sector)

Directors

V. S. Parthasarathy
Narayan Shankar

Group Chief Financial Ofcer, Group CIO &

President (Group Finance and M&A)
Company Secretary
Mumbai, 29 th May, 2015

A w ar d s an d A ccol a d e s

Mahindra & Mahindra Ltd. (M&M) featured in The Economic Times - Hay Group survey of India's Best Boards and was
ranked at No. 3 in The Economic Times list of India's Best Companies for CSR 2014.

The Aon Hewitt Top Companies for Leaders study evaluates and recognizes what it takes to execute best-in-class
leadership and talent management around the world. M&M received the AON Hewitt Award for Top 10 Global
Companies for Leaders.

M&M was awarded the Dun & Bradstreet Manappuram Finance Limited Corporate Award 2014 for being No. 1 in
the Automobile Sector, in the list of India's Top 500 Companies.

Mahindra received the Best Risk Management Framework & Systems Conglomerate of the Year award and the Best
Supply Chain Risk Management Framework Company of the Year award at the ICICI Lombard & CNBC TV 18 India
Risk Management Awards.

Keshub Mahindra, Chairman Emeritus, M&M, was honoured with the Lifetime Achievement Award from ASSOCHAM
(The Associated Chambers of Commerce and Industry of India), in recognition of his stellar contribution to Indian
industry over the past ve decades.

Anand Mahindra, Chairman & Managing Director, M&M, became the rst Indian to receive the prestigious Harvard
Medal for his dedication, generosity and service to the University. Harvard President Drew Faust, the Lincoln Professor
of History, presented him with the medal at the Annual Meeting of the Harvard Alumni Association during Harvard's
363rd Commencement Afternoon Program on May 29, 2014.

Anand Mahindra was declared Best CEO overall in the Large Companies category at the Business Today Best CEO
Awards. He also received the award for Best CEO in the automobile industry.

Dr. Pawan Goenka, Executive Director, M&M and Group President (Auto & Farm Sector) was conferred the degree of
Doctor of Science (Honoris Causa) by his alma mater, IIT Kanpur in recognition of his outstanding contribution to
automotive engineering including designing, manufacturing and launching commercially successful vehicles.

Dr. Pawan Goenka received the Qimpro Gold Standard 2014 for Business award at the Qimpro Awards 2014 which
recognise excellence in quality.

The Most Powerful HR Professionals of India Award was presented to Rajeev Dubey, Group President (HR &
Corporate Services) & (CEO After-Market Sector) and Member of the Group Executive Board at the World HRD
Congress in 2015.

V S Parthasarathy, Group CFO, Group CIO & President (Group Finance and M&A) and Member of the Group Executive
Board was adjudged the winner of the CFO Innovation Asia Award 2014 for Excellence in Mergers & Acquisitions. He
also received the award for Best CFO in the Manufacturing Sector from his alma mater, ICAI.

V S Parthasarathy received the Lifetime Achievement Award for his contribution to the IT eld at CIOLs C-Change
Enterprise Awards 2015.

vakils

Registered Office: Mahindra & Mahindra Ltd.,

Gateway Building, Apollo Bunder, Mumbai - 400001.
www.mahindra.com

ATTENDANCE SLIP

Mahindra & Mahindra Limited

Registered Ofce: Gateway Building, Apollo Bunder, Mumbai 400 001.
CIN: L65990MH1945PLC004558
website: www.mahindra.comsEMAILINVESTORS MAHINDRACOMs4ELs&AX
0,%!3%#/-0,%4%4()3!44%.$!.#%3,)0!.$(!.$)4/6%2!44(%%.42!.#%/&4(%-%%4).'(!,,*OINT3HAREHOLDERSDESIRINGTOATTEND
the Meeting may obtain additional Attendance Slips on request. Such request should reach the Company or its Registrar & Transfer Agents,
Sharepro Services (India) Pvt. Ltd. at 13AB, Samhita Warehousing Complex, 2nd Floor, Sakinaka Telephone Exchange Lane, Off Andheri Kurla Road,
Sakinaka, Andheri (East), Mumbai 400 072 on or before 24th*ULY

I hereby record my presence at the SIXTY-NINTH ANNUAL GENERAL MEETING of the Company being held at Birla Matushri Sabhagar, 19,
Sir Vithaldas Thackersey Marg (New Marine Lines), Mumbai 400 020 on 7th August, 2015 at 3.00 pm.
.AMES OFTHE3HAREHOLDERS 0ROXY).",/#+,%44%23

3IGNATURES OF3HAREHOLDERS OR0ROXY

Note: You are requested to bring your copy of the Annual Report to the Meeting.

(To be retained throughout the Meeting)

E-VOTING SLIP

Mahindra & Mahindra Limited

Registered Ofce: Gateway Building, Apollo Bunder, Mumbai 400 001.
CIN: L65990MH1945PLC004558
website: www.mahindra.comsEMAILINVESTORS MAHINDRACOMs4ELs&AX

ELECTRONIC VOTING PARTICULARS

EVEN
(E-Voting Event Number)

USER ID

PASSWORD/PIN

102088

Note: 1.
2.

The remote e-voting period will commence on Monday, 3rd August, 2015 (09:00 am IST) and will end on
Thursday, 6th August, 2015 (05:00 pm IST).
Please read instructions given overleaf before voting electronically.

Instructions for e-voting :

Members are requested to follow the instructions given below before they cast their vote through remote e-voting:
1.

New Users
(i)

User ID and password/PIN for e-voting is provided in the table overleaf. Please note that the password is
an initial password.

(ii)

Launch internet browser by typing the following URL: https://www.evoting.nsdl.com/

(iii)

Click on Shareholder Login

(iv)

Put user ID and password as initial password/PIN noted in step (i) above. Click Login.

(v)

Password change menu appears. Change the password/PIN with a new password of your choice with
minimum 8 digits/characters or combination thereof. Note the new password. It is strongly recommended
not to share your password with any other person and take utmost care to keep your password condential.

(vi)

Home page of e-voting opens. Click on e-voting: Active Voting Cycles.

(vii) Select EVEN (E-voting Event Number) of Mahindra & Mahindra Limited which is 102088.
(viii) Now you are ready for e-voting as Cast Vote page opens.

IX #ASTYOURVOTEBYSELECTINGAPPROPRIATEOPTIONANDCLICKONh3UBMITvANDALSOh#ONlRMvWHENPROMPTED

X

XI /NCEYOUHAVEVOTEDONTHERESOLUTIONYOUWILLNOTBEALLOWEDTOMODIFYYOURVOTE

XII )NSTITUTIONAL -EMBERS IE OTHER THAN INDIVIDUALS (5& .2) ETC ARE REQUIRED TO SEND SCANNED COPY
0$&*0'&ORMAT OFTHERELEVANT"OARD2ESOLUTION!UTHORITYLETTERETCTOGETHERWITHATTESTEDSPECIMEN
signature(s) of the duly authorised signatory(ies) who are authorised to vote, to the Scrutiniser through
e-mail to sbhagwatcs@yahoo.co.in with a copy marked to evoting@nsdl.co.in



%XISTING5SERS

5PONCONlRMATIONTHEMESSAGEh6OTECASTSUCCESSFULLYvWILLBEDISPLAYED

If you are already registered with National Securities Depository Limited (NSDL) for e-voting then you can use
YOUREXISTINGUSER)$ANDPASSWORD0).FORCASTINGYOURVOTE0LEASEFOLLOWTHESTEPSFROM3L.OVI TOXII
Voting at the General Meeting:
The facility for voting through e-voting system of NSDL shall also be made available at the Annual General Meeting
(AGM) and Members attending the AGM who have not already cast their vote through remote e-voting shall be
ABLETOEXERCISETHEIRRIGHTTOVOTEATTHE!'--EMBERSWHOHAVECASTTHEIRVOTETHROUGH@REMOTEE VOTINGMAYALSO
attend the meeting but shall not be entitled to cast their vote again.
General Instructions :
)

)N CASE OF ANY QUERIES YOU MAY REFER THE &REQUENTLY !SKED 1UESTIONS &!1S FOR 3HAREHOLDERS AND E VOTING
user manual for Shareholder available at the Downloads section of www.evoting.nsdl.com or call on toll free
No. : 1800 222 990

II.

Once the vote on a resolution is cast by the Member, the Member shall not be allowed to change it subsequently.

III.

The voting rights of Members shall be in proportion to their share in the paid up equity share capital of the
Company as on the cut-off date i.e. 31st*ULY

IV.

Mr. Sachin Bhagwat, Practicing Company Secretary (Membership No. ACS10189) has been appointed as the
Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.

PROXY FORM
[Pursuant to section 105(6) of the
Companies Act, 2013 and rule 19(3)
of the Companies (Management
and Administration) Rules, 2014]

Mahindra & Mahindra Limited

Registered Ofce: Gateway Building, Apollo Bunder, Mumbai 400 001.
CIN: L65990MH1945PLC004558
website: www.mahindra.comsEMAILINVESTORS MAHINDRACOMs4ELs&AX

Name of the member(s)

Registered address

E-mail Id

Folio No./Client Id

DP ID

I/We, being the member(s) of

1.

shares of the above named company, hereby appoint:

Name:

E-mail Id:

Address:
Signature:
2.

Name:

, or failing him

E-mail Id:

Address:
Signature:
3.

Name:

, or failing him

E-mail Id:

Address:
Signature:
ASMYOURPROXYTOATTENDANDVOTEONAPOLL FORMEUSANDONMYOURBEHALFATTHE th Annual General Meeting of the Company, to be held on
THEth day of August, 2015 at 3.00 p.m. at Birla Matushri Sabhagar, 19, Sir Vithaldas Thackersey Marg (New Marine Lines), Mumbai - 400 020 and
at any adjournment thereof in respect of such resolutions as are indicated below:
Resolution
No.
1.

2.

Description

For

Against

To receive, consider and adopt the:

A

!
UDITED &INANCIAL 3TATEMENTS OF THE #OMPANY FOR THE &INANCIAL 9EAR ENDED st March, 2015
including the Audited Balance Sheet as at 31st March, 2015 and the Statement of Prot and
Loss for the year ended on that date and the Reports of the Board of Directors and Auditors
thereon; and

B

!
UDITED #ONSOLIDATED &INANCIAL 3TATEMENTS OF THE #OMPANY FOR THE &INANCIAL 9EAR ENDED
31st March, 2015 including the Audited Consolidated Balance Sheet as at 31st March, 2015 and
the Consolidated Statement of Prot and Loss for the year ended on that date and the Report
of the Auditors thereon.

Declaration of Dividend on Ordinary (Equity) Shares.

[P.T.O.]

Resolution
No.

Description

For

3.

Re-appointment of Mr. Anand G. Mahindra (DIN: 00004695) as a Director, who retires by rotation
and, being eligible, offers himself for re-appointment.

4.

Ratication of appointment of Messrs Deloitte Haskins & Sells, Chartered Accountants,

)#!) &IRM 2EGISTRATION .UMBER 7 AS !UDITORS OF THE #OMPANY UNTIL THE CONCLUSION OF THE
3EVENTY &IRST !NNUAL 'ENERAL -EETING OF THE #OMPANY TO BE HELD IN THE YEAR  AND APPROVE
their remuneration.

5.

Approval of the Remuneration payable to Messrs N. I. Mehta & Co., Cost Accountants, the Cost
Auditors of the Company.

6.

Borrow by way of securities including but not limited to secured/unsecured redeemable

Non-Convertible Debentures and/or Commercial Paper to be issued under Private Placement basis
upto Rs. 5,000 crores.



Approval under section 180(1)(a) for creation of mortgage, charge and hypothecation on all or
any of the movable and/or immovable properties, both present and future, of the Company upto
Rs. 5,000 crores, for securing loan(s), debentures, bonds, or any other type of borrowing.

8.

Approval and Adoption of new Articles of Association of the Company.

9.

0AYMENTOFCOMMISSIONTO.ON %XECUTIVE$IRECTORSOFTHE#OMPANY

Signed this

day of

Against

2015.
!FlX
Revenue
Stamp

3IGNATUREOFSHAREHOLDER

3IGNATUREOF0ROXYHOLDERS

Note:


4HISFORMOFPROXYINORDERTOBEEFFECTIVESHOULDBEDULYCOMPLETEDANDDEPOSITEDATTHE2EGISTERED/FlCEOFTHE#OMPANYNOTLESSTHAN
48 hours before the commencement of the Meeting.



PERSONCANACTASPROXYONBEHALFOF-EMBERSNOTEXCEEDINGlFTYANDHOLDINGINTHEAGGREGATENOTMORETHANTENPERCENTOFTHETOTALSHARE
!
CAPITALOFTHE#OMPANYCARRYINGVOTINGRIGHTS&URTHERA-EMBERHOLDINGMORETHANTENPERCENTOFTHETOTALSHARECAPITALOFTHE#OMPANY
CARRYINGVOTINGRIGHTSMAYAPPOINTASINGLEPERSONASPROXYANDSUCHPERSONSHALLNOTACTASPROXYFORANYOTHER-EMBER