Mahindra & Mahindra Limited...27 Mahindra Insurance Brokers Limited 780 28 Mahindra Asset Management Company Private Limited 816 ... Total Income 7,56,213 5,14,874 ... Mahindra Group

Subsidiary Annual Report 2015-16 (Part 1)

Mahindra & Mahindra Limited

Subsidiary Companies

Part 01

1 Mahindra Vehicle Manufacturers Limited 1

2 Mahindra Heavy Engines Limited (formerly known as Mahindra Heavy Engines Private Limited) 463 Mahindra Automobile Distributor Private Limited 874 Mahindra Reva Electric Vehicles Limited (formerly known as Mahindra Reva Electric Vehicles Private Limited) 1135 NBS International Limited 1516 Mahindra Trucks and Buses Limited 1827 Mahindra Automotive Australia Pty. Limited 2158 Mahindra Europe s.r.l. 2269 Mahindra Graphic Research Design s.r.l. 25510 Mahindra & Mahindra South Africa (Proprietary) Limited 28011 Mahindra North American Technical Center, Inc. 29612 Mahindra Tractor Assembly Inc. 30613 Ssangyong Motor Company 31614 Ssangyong European Parts Center B.V. 35415 Ssangyong Motor (Shanghai) Company Limited 36516 SY Auto Capital Co., Ltd. 38817 Mahindra Gujarat Tractor Limited 40018 Mahindra Agri Solutions Limited (formerly known as Mahindra Shubhlabh Services Limited) 43419 EPC Industrie Limited 46920 Mahindra UNIVEG Private Limited 52021 Mahindra HZPC Private Limited 54422 Auto Digitech Private Limited (formerly known as Mahindra Punjab Tractors Private Limited) 56623 Mahindra USA Inc. 58424 Mahindra Yueda (Yancheng) Tractor Company Limited 59325 Mahindra & Mahindra Financial Services Limited 62826 Mahindra Rural Housing Finance Limited 73427 Mahindra Insurance Brokers Limited 78028 Mahindra Asset Management Company Private Limited 81629 Mahindra Trustee Company Private Limited 84630 Mahindra Lifespace Developers Limited 86831 Mahindra World City (Jaipur) Limited 95632 Mahindra Water Utilities Limited 99533 Mahindra World City Developers Limited 102134 Mahindra Residential Developers Limited 105735 Mahindra Consulting Engineers Limited 108736 Mahindra Bebanco Developers Limited 112037 Anthurium Developers Limited 114838 Industrial Township (Maharashtra) Limited 116639 Knowledge Township Limited 118340 Industrial Cluster Private Limited 120441 Mahindra Infrastructure Developers Limited 122142 Mahindra Industrial Park Chennai Limited 124943 Mahindra Integrated Township Limited 1279

44 Mahindra World City (Maharashtra) Limited 131345 Raigad Industrial & Business Park Limited 133046 Bristlecone Limited 134647 Bristlecone India Limited 135648 Bristlecone GmbH 139149 Bristlecone Inc. 140550 Bristlecone Consulting Limited 141851 Bristlecone ( Malaysia) Sdn.Bhd. 142452 Bristlecone (Singapore) Pte. Limited 143953 Bristlecone (UK) Limited 144754 Bristlecone International AG 145855 Mahindra-BT Investment Company (Mauritius) Limited 146356 Mahindra Intertrade Limited 147657 Mahindra Electrical Steel Private Limited 152258 Mahindra Steel Service Centre Limited 154159 Mahindra MiddleEast Electrical Steel Service Centre (FZC) 157360 Mahindra Auto Steel Private Limited 1589

61 Mahindra Aerospace Private Limited 162362 Mahindra Aerostructures Private Limited 166163 Aerostaff Australia Pty. Limited 169664 Airvan Flight Services Pty. Limited 170765 Airvan10 Pty Limited 171266 Gipp Aero Investments Pty. Limited 171867 GA8 Airvan Pty. Limited 172768 GA200 Pty. Limited 173369 Gippsaero Pty. Limited 173970 Mahindra Aerospace Australia Pty. Limited 175271 Nomad TC Pty. Limited 176272 Mahindra Sanyo Special Steel Private Limited 176873 Mahindra Holidays & Resorts India Limited 181074 HCR Management Oy 189075 Holiday Club Resorts Oy 189876 Gables Promoters Private Limited 192777 Infinity Hospitality Group Company Limited 194678 Mahindra Hotels and Residences India Limited 195679 Convington S.a.r.l 197080 MH Boutique Hospitality Limited 197881 Heritage Bird (M) Sdn. Bhd. 198582 MHR Holdings (Mauritius) Limited 199583 Holiday Club Sweden Ab Åre 201284 Kiinteistö Oy Himos Gardens 202285 Holiday Club Rus LLC 202786 Suomen Vapaa-aikakiinteistöt Oy LKV 203287 Kiinteistö Himoksen Tähti 2 Oy 204088 Kiinteistö Oy Vanha Ykköstii 204789 Kiinteistö Oy Katinnurkka 205490 Kiinteistö Oy Tenetinlahti 206191 Kiinteistö Oy Mällösniemi 206792 Kiinteistö Oy Rauhan Ranta 1 207493 Kiinteistö Oy Rauhan Ranta 2 208094 Kiinteistö Oy Tiurunniemi 208695 Kiinteistö Oy Rauhan Liikekiinteistöt 1 209296 Supermarket Capri Oy 210097 Kiinteistö Oy Kylpyläntorni 1 210998 Kiinteistö Oy Spa Lofts 2 211699 Kiinteistö Oy Spa Lofts 3 2123100 Kiinteistö Oy Kuusamon Pulkkajärvi 1 2130101 Saimaa Gardens Arena Oy 2136102 Ownership Services Ab 2143103 Holiday Club Canarias Investments S.L. 2149104 Holiday Club Sport and Spa AB 2160

Subsidiary Companies

Part 02

105 Holiday Club Canarias Sales & Marketing S.L. 2168106 Holiday Club Canarias Resort Management S.L. 2195107 Kiinteistö Oy Tunturinrivi 2215108 Caribia Service Oy 2221109 Are Senesterby A 2227110 Are Senesterby B 2235111 Are Senesterby C 2241112 Are Senesterby D 2247113 Are Villas 1 Ab 2253114 Are Villas 2 Ab 2259115 Mahindra Susten Private Limited (formerly known as Mahindra EPC Services Private Limited) 2265116 Mahindra Renewables Private Limited (formerly known as Mahindra Offgrid Services Private Limited) 2305117 Marvel Solren Private Limited 2336118 Neo Solren Private Limited 2356119 Astra Solren Private Limited 2376120 Brightsolar Renewable Energy Private Limited 2397121 Cleansolar Renewable Energy Private Limited 2419122 Divine Solren Private Limited 2441123 Mahindra Engineering and Chemical Products Limited 2461124 Mahindra Retail Private Limited 2498125 Retail Initiative Holdings Limited 2538126 Mahindra Internet Commerce Private Limited 2562127 Mahindra Logistics Limited 2589128 Lords Freight (India) Private Limited 2628129 2 x 2 Logistics Private Limited 2651130 Mahindra Two Wheelers Limited 2671131 Peugeot Motocycles S.A.S. 2710132 Peugeot Motocycles Italia S.p.A. 2738133 Peugeot Motocycles Deutschland GmbH 2769134 Mahindra Two Wheelers Europe Holdings S.a.r.l. 2777135 Mahindra Defence Systems Limited 2784136 Defence Land Systems India Limited 2813137 Mahindra Defence Naval Systems Private Limited 2848138 Mahindra Telephonics Integrated Systems Limited 2880139 Mahindra Emirates Vehicle Armouring FZ-LLC 2914140 Mahindra Telecommunications Investment Private Limited 2928141 Mahindra First Choice Services Limited 2948142 Mahindra First Choice Wheels Limited 2983143 Mahindra eMarket Limited (formerly known as Mriyalguda Farm Solution Limited) 3017144 Mahindra Namaste Private Limited 3039145 Mahindra Holdings Limited 3062146 Mahindra Overseas Investment Company (Mauritius) Limited 3095147 Mahindra Integrated Business Solutions Private Limited 3112148 Mahindra Racing S.p.A. (formerly known as Mahindra Racing S.r.l.) 3134149 Mahindra Racing UK Limited 3141150 Mahindra ‘Electoral Trust’ Company 3148151 Gateway Housing Company Limited 3164152 Orizonte Business Solutions Limited (Formerly known as Mega One Stop Farm Services Limited) 3180

MAHINDRA VEHICLE MANUFACTURERS LIMITED

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DIRECTORS’ REPORT TO THE MEMBERS

Your Directors present their Ninth Report along with the Audited Financial Statements of your Company for the Financial Year ended 31st March, 2016.

1) Financial Highlights and state of the Company’s affairs

(Rs. in Lakh)

Particulars For the year ended 31st March, 2016

For the Year ended 31st March, 2015

Total Income 7,56,213 5,14,874

Profit before Depreciation, Finance Costs and Taxation 67,371 45,251

Less: Depreciation & Amortization 13,977 12,310

Profit before Finance Costs and Taxation 53,394 32,941

Less: Finance Costs 10,125 9,027

Profit before Tax 43,269 23,914

Less: Taxation 15,417 8,611

Profit for the Year 27,852 15,303

Balance of Profit for earlier years 44,131 32,664

Transfer to/(from) Debenture Redemption Reserve (4,772) (2,983)

Less: Depreciation on transition to schedule II of Companies Act, 2013 – 137

Profit available for Appropriation 76,755 50,813

Proposed Dividend on Equity Shares including Income Tax on proposed Dividend 9,940 6,682

Balance of Profit carried forward 66,815 44,131

Net worth 3,87,814 1,51,603

No material changes and commitments have occurred after the closure of the financial year ended 31st March, 2016 till the date of this Report, which would affect the financial position of the Company.

2) Issue and Redemption of Debentures

During the year under review, 5,000, 8.19% rated, unlisted, secured, non-convertible debentures of the nominal value of Rs. 10 lakh each, aggregating to Rs. 500 crore were issued through private placement.

Further, during the year, 2700 8% Secured Unlisted Redeemable non-convertible debentures of the face value of Rs. 10 lakh each aggregating to Rs. 270 crore were redeemed as per the terms of their issue.

3) Dividend

Your Directors recommend a dividend of Rs. 0.743 per Equity Share on 3,16,22,50,000 Fully Paid-up Equity Shares on pro-rata basis, aggregating Rs. 9,940 Lakh.

The above dividend, if approved by the members at the ensuing Annual General Meeting, shall be paid to those members, whose names appeared in the Register of Members of the Company as on the record date fixed for this purpose.

4) Operations

During the year 2015-16, 1,16,204 vehicles were produced as against 81,737 during the year 2014-15 (42.17% more as compared to the previous year).

The vehicles manufactured by your Company were exported to a number of countries. 7,926 vehicles were exported (through Mahindra & Mahindra Limited) as compared to 12,364 vehicles in FY15.

Your Company ensured that expectations of customers were met in terms of volume and quality. Your Company also maintained a constant focus on launch of new products and all the launches were done as per the schedules.

With relentless focus on quality systems, your Company underwent surveillance audit for ISO 9001-2008, EMS & OSHAS. Your Company won several awards and recognitions during the year, including National Kaizen award, Mahindra Group Innovation Award, Quality Forum Awards etc.

5) Share Capital

During the year under review, the Authorised Share Capital of your Company was increased from Rs. 1300 crore to Rs. 5000 crore.


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Necessary amendments to the Memorandum of Association and Articles of Association of the Company were carried out during the year, to give effect to the above increase in the Authorized Capital of the Company.

During the year, your Company allotted 220 Crore equity shares of Rs. 10/- each on Rights basis and consequently, the paid - up capital of your Company stood increased to Rs. 31,62,25,00,000 divided into 3,16,22,50,000 equity shares of the face value of Rs. 10/- each as at 31st March, 2016.

6) Subsidiaries, Associate and Joint Venture

During the year under review, your Company acquired equity shares of the following unlisted companies from Mahindra & Mahindra Limited, the Company’s holding company and its subsidiary, at a value determined by Independent Valuers:-

1. 2,26,20,97,350 equity shares, constituting 90.69% capital in Mahindra Two Wheelers Ltd. (“MTWL”), which is engaged in the business of manufacturing and sale of two wheelers.

Further, during the year, the Company subscribed to 16,40,00,000 rights equity shares of Rs. 10 each in MTWL for cash at par.

2. 54,84,00,000 equity shares, constituting the entire capital of Mahindra Heavy Engines Ltd. (“MHEL”), which is engaged in the manufacturing of medium & high speed diesel engines for automotive vehicles, having a product line for on highway & off highway.

3. 12,98,19,505 equity shares, constituting 93.70% capital (together with 4,86,30,971 outstanding convertible warrants with no separate consideration) in Mahindra Reva Electric Vehicles Ltd. (“M REVA”), which is engaged in the designing & manufacturing of compact electric automotive vehicles in India.

4. 2,71,00,006 equity shares, constituting 99.99% capital and one share constituting 0.01% capital of Mahindra Intertrade Ltd (“MIL”), were acquired from Mahindra and Mahindra Limited, the holding company of your Company and Mahindra Holdings Limited, its subsidiary, respectively. MIL is a pioneer in the steel processing space in India and is engaged in the business of steel trading & processing. More than 85% of the business of MIL is focused on manufacturing of auto steel, a key material for the automotive industry.

Further, your Company had also acquired 6,52,71,407 equity shares, constituting 20.19% capital of Mahindra CIE Automotive Limited (“M CIE”), which is a listed entity and one of India’s leading components manufacturers with a wide variety of components including forgings, castings, stampings, gears and magnetic products for automotive & non-automotive applications.

Consequent to the above acquisitions, MTWL, MHEL, MREVA and MIL have become subsidiaries of your Company, while MCIE has become an associate company.

Further, Mahindra Two Wheelers Europe Holdings S.à.r.l., Peugeot Motocycles S.A.S., Mandeure, Peugeot Motocycles Italia S.p.A and Peugeot Motocycles Deutshland GmbH, subsidiaries of MTWL and Mahindra Steel Service Centre Limited, Mahindra Electrical Steel Private Limited, Mahindra Auto Steel Private Limited and Mahindra Middle East Electrical Steel Service Centre (FZC), subsidiaries of MIL have become step-down subsidiaries of the Company.

Jinan Qingqi Peugeot Motocycles Company Limited a joint venture of Peugeot Motocycles S.A.S became a joint venture of the Subsidiary.

A report on the performance and financial position of each of the subsidiaries, associate and joint venture is provided in Form AOC-1 as Annexure I.

7) People

Your Company has over 8000 employees on its rolls as at the close of the 2015-16. Your Company acknowledges its commitment to regional development and improving the standard of living of the people in the region.

8) Board of Directors

Presently, the Board of Directors comprises of the following Directors:

Director (DIN) Designation Executive/Non-Executive Director

Independent/Non-Independent Director

Dr. Pawan Kumar Goenka (00254502)

Chairman Non-Executive Director

Non-Independent Director

Mr. P. N. Shah (00056173)

Director Non-Executive Director


Mr. S. Durgashankar (00044713) (w.e.f. 27th April, 2016)



Mr. Pankaj Sonalkar (02685465)

Director Whole-time Director & Chief Executive Officer


Ms. Smita Mankad (02009838)


Independent, Woman Director

Mr. Rahul Asthana (00234247)


Independent Director

Dr. Pawan Kumar Goenka retires by rotation at the 9th Annual General Meeting and is eligible for reappointment.

At the 8th Annual General Meeting held on 24th June, 2015, the appointments of Mr. Nikhil Sohoni (DIN: 06852639) and Mr. Pankaj Sonalkar as Directors were approved by members. The members also accorded their approval for appointment of Mr. Pankaj Sonalkar as the Whole-time Director & Chief Executive Officer.

Mr. Nikhil Sohoni resigned as a Director of the Company with effect from the close of business hours on 27th April, 2016 in view of his pre-occupation. The Board places on record its sincere appreciation of the valuable contribution made by Mr. Sohoni during his association with the Company as its Director.


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Mr. S. Durgashankar was appointed as an Additional Director on 27th April, 2016. A notice was received from a member, together with the deposit of Rs. 1,00,000/- proposing his appointment as a Director at the 9th Annual General Meeting.

The Company has received Declarations from the Independent Directors to the effect that they meet the criteria of independence as provided in Sub-section 6 of Section 149 of the Companies Act, 2013.

Evaluation of Performance of Directors

The Board of Directors has adopted a process for annual evaluation of its own performance and that of its committees and individual directors. Questionnaires for annual evaluation were circulated to all Directors, whose responses were submitted to the Chairman of the Board of Directors for facilitating the formal annual evaluation.

9) Number of Board Meetings

During the year under review, the Board of Directors conducted five meetings on 28th April, 2015, 29th July, 2015, 23rd October, 2015, 18th December, 2015 and 27th January, 2016.

Attendance of Directors at the meetings of Board of Directors:

Type of meeting and no. of meeting held during FY 2015-16

Dr. Pawan Kumar Goenka

Mr. P. N. Shah

Mr. Nikhil Sohoni*

Mr. Pankaj Sonalkar

Ms. Smita Mankad

Mr. Rahul Asthana

Board of Directors (5 Meetings)

5 5 5 4 (appointed on 28th April, 2015)

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* Resigned as a director of the Company with effect from the close of business hours on Wednesday, 27th April, 2016.

Note: - Mr. S. Durgashankar was appointed as an additional Director w.e.f. 27th April, 2016.

10) Directors’ Responsibility Statement

Pursuant to Section 134(3)(c) of the Act, your Directors, based on the representation received, and after due enquiry, confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) They have, in the selection of the accounting policies, consulted the Statutory Auditors and these have been applied consistently and reasonable and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2016 and of the Profit of the Company for the year ended on that date;

(iii) Proper and sufficient care has been taken for the 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 fraud and other irregularities;

(iv) The annual accounts have been prepared on a going concern basis;

(v) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

11) Appointments of/Changes in Key Managerial Personnel (KMP)

Pursuant to the provisions of Section 203 of the Act, the following appointments of/changes in Key Managerial Personnel took place:-

Mr. Hemant Kothari (ACS 20872), Company Secretary, resigned w.e.f. 08th June, 2015. Mr. Jignesh Parikh (ACS 20413) was appointed in his place w.e.f. 29th July, 2015.

12) Committees of the Board

The following are the details of Committees of the Board:-

i) Corporate Social Responsibility Committee

The Committee consists of the following directors:

Mr. P. N. Shah – Chairman Dr. Pawan Kumar Goenka Mr. Rahul Asthana – Independent Director

During the year under review, the Committee met once on 28th April, 2015 and the meeting was attended by all Members of the Committee.

ii) Nomination and Remuneration Committee


Mr. P. N. Shah – Chairman Dr. Pawan Kumar Goenka Ms. Smita Mankad – Independent Director Mr. Rahul Asthana – Independent Director

During the year under review, the Committee met thrice on 28th April, 2015, 29th July, 2015 and 23rd October, 2015 and the meetings were attended by all Members of the Committee.

iii) Audit Committee

The Committee consists of the following directors: Ms. Smita Mankad – Chairperson, Independent Director Mr. Rahul Asthana – Independent Director Mr. S. Durgashankar (appointed w.e.f. 27th April, 2016)

During the year under review, the Committee met five times on 28th April, 2015, 29th July, 2015, 23rd October, 2015, 18th December, 2015 and 27th January, 2016 and the meetings were attended by all Members of the Committee.

iv) Committee for Strategic Investments


Dr. Pawan Kumar Goenka – Chairman Mr. S. Durgashankar (appointed w.e.f. 27th April, 2016)


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Ms. Smita Mankad – Independent Director Mr. Rahul Asthana – Independent Director

v) Meeting of Independent Directors

The Independent Directors of the Company met on 23rd October, 2015 after the conclusion of the 40th Board Meeting without the presence of the Chairman, any other non-executive/Executive directors and Management Personnel. The Meeting was conducted in an informal and flexible manner to enable the Independent Directors to discuss matters pertaining to, inter alia, review of performance of Non-Independent Directors and the Board as a whole, review the performance of the Chairman of the Company (taking into account the views of the Executive and Non-Executive Directors), assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

13) Vigil Mechanism

In accordance with Section 177 of the Act, your Company has established vigil mechanism for directors and employees to report genuine concerns. It provides for adequate safeguards against victimization of persons who use such mechanism and makes provision for direct access to the Chairperson of the Audit Committee.

14) Auditors

i) Statutory Auditors

M/s. Deloitte Haskins & Sells, Chartered Accountants, (ICAI registration Number 117365W) hold office till the conclusion of the 9th Annual General Meeting.

The said Auditors have submitted their written consent to act as Statutory Auditors of your Company, if appointed, and have also confirmed that the said appointment would be in conformity with the provisions of Sections 139 and 141 of the Act read with the Companies (Audit and Auditors) Rules, 2014.

The members are requested to appoint Auditors to hold office from the conclusion of the 9th Annual General Meeting until the conclusion of next Annual General Meeting and fix their remuneration.

There were no qualifications, reservations or adverse remarks made by the Statutory Auditors in their report for FY 2015-16.

ii) Secretarial Auditor

Your Company had appointed Mr. Sachin Bhagwat (ACS 10189), a Company Secretary in Practice as the Secretarial Auditor of the Company in accordance with Section 204 of the Act.

In terms of provisions of Sub-section 1 of Section 204 of the Act, the Company has annexed with this Report, the secretarial audit report submitted by the Secretarial Auditor and the same, in prescribed form MR 3 at Annexure II forms part of this report.

There were no qualifications, reservations or adverse remarks made by the Secretarial Auditor in his report for FY 2015-16.

iii) Cost Auditor

The accounts/cost records in respect of the Construction Equipment & Engine business of the Company are required to be audited pursuant to the provisions of Section 148 of the Companies Act, 2013, read with Companies (cost records and audit) Rules, 2014. The Board of Directors of your Company had appointed M/s. Dhananjay V. Joshi & Associates, Cost Accountants, Pune as Cost Auditors for conducting the audit of the Cost Accounts of the Company for the financial year ending 31st March, 2017.

Reporting of frauds by Auditors

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees to the Board/Audit Committee pursuant to Section 143(12) of the Companies Act 2013, details of which are required to be mentioned in this report.

15) Policy on criteria for appointment/removal of directors and senior management personnel and remuneration of directors, key managerial personnel and other employees

In line with the principles of transparency and consistency and upon recommendation of the Nomination and Remuneration Committee, your Board had approved:

• Policy on the appointment/removal of directorsand senior management personnel, together with the criteria for determining qualifications, positive attributes and independence of directors and

• Policy on the remuneration of directors, keymanagerial personnel and other employees.

These policies are provided as Annexures IIIA and IIIB respectively and form part of this Report.

16) Risk Management Policy

Your Company has formulated a policy for the Management of Risks identifying therein the elements of risks including those, which in the opinion of the Board may threaten the existence of the Company.

Your Board is hopeful that the implementation of the policy will be helpful in anticipating and avoiding risks and enabling the Company to manage the same, if confronted with.

17) Corporate Social Responsibility

The Mahindra Group’s ‘Core Purpose’ is to challenge conventional thinking and innovatively use all resources to drive positive change in the lives of stakeholders and communities across the world, to enable them to RISE. In


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line with this the Mahindra Group CSR vision is to focus 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 CSR efforts in these critical constituencies who contribute to nation building and the economy, Mahindra Vehicle Manufacturers Limited will have a shared CSR vision with the Mahindra Group and enable its stakeholders and communities to RISE.

For Mahindra Vehicle Manufacturers Limited responsible business practices include being responsible for our business processes, products, engaging in responsible relations with employees, customers and the community. Hence for the Company, Corporate Social Responsibility goes beyond just adhering to statutory and legal compliances, and creates social and environmental value for our key stakeholders.

CSR Policy

The Corporate Social Responsibility Committee had formulated and recommended a Corporate Social Responsibility Policy to the Board of Directors, which was subsequently adopted by the Board and the same is being implemented by the Company.

CSR Initiatives

During the year under review, your Company has worked on the following projects/activities as a part of Corporate Social Responsibility:-

Project Bandhan – Antenatal Care Camp (58 camps), Cancer Camp (4 camps), AIDS Awareness (7 rallies), Health camp for Nanhi Kalis (7 Camps), Support to Thalassemia patients & Plastic Surgery for Cleft lip & Pallet for children (2 Camps). Under Project Bandhan there has been a total rise of beneficiaries to 20727 from 11213 last year.

Education – Project Nanhi Kali, Infra development in school, AWIM (A World In Motion) a project to create awareness about automotive and auto passion in young age continued during the year and 1422 students benefited due to this initiative.

Project Prakruti – Technical education (Welding) for youth girls, which will enable them to secure technical jobs in manufacturing sector.

Project Vikas – ITI Development, River Cleaning, Infra support to Traffic Police, Rural area development of MIDC Road - Plantation/Branding & Road Safety.

During the year under review, the Company spent an amount of Rs. 6,60,10,000/- towards CSR activities, in compliance with the provisions of Section 135 of the Companies Act. Further details in the above matter are enclosed in the prescribed format as Annexure IV to this Report.

18) Internal Financial Controls

Your Company has adopted an Internal Financial Control System, commensurate with the size, scale and complexity

of its operations. Your Company conducts reviews, at regular intervals, to assess the adequacy of financial and operating controls for the business of the Company. Statutory Auditors have audited the Internal Financial Controls over Financial Reporting of the Company as of 31st March, 2016. Significant issues, if any, are brought to the attention of the Audit Committee. Statutory Auditors and internal auditors are invited to attend Audit Committee meetings. Corrective actions, if required, are being taken up to ensure that the internal financial control system remains robust and as an effective tool.

19) Safety, Health and Environment

Your Company maintains a good health and safety record in line with the Health and Wellness Policy. Your Company has a well-equipped pathology lab in-house where all routine tests can be conducted.

20) Sustainability Initiatives

As an initiative towards energy from renewable sources, your Company started the installation work of 350KW PV cell solar project and 2.1 MW Wind Mill Project. The project work is in progress and is scheduled to get commissioned in FY17.

Further, efforts towards conserving water continued during the year and water conservation projects which will lead to saving about 50000 CuM are under execution.

21) Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars relating to Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo, as required under Section 134(3)(m) of the Act read with the Companies Rule 8(3) of The Companies (Accounts) Rules, 2014 are given as Annexure V to this Report.

22) Disclosure of Particulars of Employees as required under Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014

Being an unlisted company, provisions of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to your Company.

23) Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013

Your Company has not accepted deposits from the public or its employees during the year under review.

Pursuant to Regulations 34(3) and 53(f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 applicable to the Parent company, Mahindra & Mahindra Limited, the Company has availed of a loan of Rs. 1200 crore from Mahindra & Mahindra Limited. The maximum amount due during the year under review in respect of the said loan


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was Rs. 1200 crore and the balance outstanding as on 31st March, 2016 was Rs. 1200 crore.

Particulars of investments made and loans granted under Section 186 of the Act are given in Notes 13 & 20 forming part of financial statements.

24) Particulars of Transactions with Related Parties

All the transactions entered into by your Company with the related parties during the year were in ordinary course of business and at arm’s length.

Particulars of material contracts or arrangements with related parties referred to in Sub-section 1 of Section 188 are given in the prescribed form AOC – 2 as Annexure VI and the same forms part of this Report.

25) Extract of Annual Return

Pursuant to Section 92(3) of the Act and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return as on 31st March, 2016 in Form MGT 9 is attached herewith as Annexure VII and forms part of this report.

26) Policy on prevention of Sexual Harassment

During the year under review no complaints were received under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

27) General

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:

• Issue of equity shares with differential rights as todividend, voting or otherwise or issue of sweat equity.

• No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the ‘going concern’ status and the Company’s operations in future.

• There were no Shares having voting rights notexercised directly by the employees and for the purchase of which or subscription to which loan was given by the Company.

28) Acknowledgements

Your Directors are pleased to take this opportunity to thank the bankers, customers, vendors and all the other stakeholders for their co-operation to the Company during the year under review.

For and on behalf of the Board

Dr. Pawan Kumar Goenka Chairman

DIN: 00254502

Mumbai, 27th April, 2016


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8

ANNExuRE II

Form No. MR 3SECRETARIAL AuDIT REPORT

For the financial year ended 31st March, 2016 [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 Vehicle Manufacturers LimitedMahindra Towers, P. K. Kurne ChowkWorliMumbai 400 018

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Mahindra Vehicle Manufacturers 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 verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, 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 financial year ended on 31 March, 2016, 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 filed and other records maintained by the Company for the financial year ended on 31 March, 2016 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; (Not applicable to the Company)

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; (Not applicable to the Company during the Audit period)

(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; (Not applicable to the Company during the audit period)

(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; (Not applicable to the Company)

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; (Not applicable to the Company)

(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 (Share Based Employee Benefits) Regulations, 2014; (Not applicable to the Company)

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not applicable to the Company during the audit period)

(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; (Not applicable to the Company)

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not applicable to the Company) and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (Not applicable to the Company)

(vi) According to the information provided by the company, no other law was specifically applicable to the Company.

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

(i) Secretarial Standards issued by the Institute of Company Secretaries of India.

(ii) Listing Agreements entered into by the Company with the Stock Exchanges, if applicable. (Not applicable to the Company)

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.


9

I further report that

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.

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 clarifications 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, the following events took place having major bearing on the Company’s affairs, in pursuance of the above referred laws, rules, regulations, guidelines, standards:

(a) The members (i) approved increasing the Authorised Share capital of the Company from Rs. 1,300 Crore to Rs. 5,000 Crore; (ii) approved borrowing upto Rs. 5,000 Crore and mortgaging the undertaking or property of the Company pursuant to Section 180 of the Act, and (iii) approved giving of loans, guarantees and acquisition of securities upto Rs. 5,000 Crore pursuant to Section 186 of the Act;

(b) The Company allotted 220 Crore Equity shares of Rs. 10 each at par, aggregating to Rs. 2,200 Crore on rights basis; and

(c) The Company acquired the following securities of other bodies corporate:

i. 2,262,097,350 equity shares of Rs. 10 each (paid up value) of Mahindra Two Wheelers Ltd. aggregating to Rs. 678,62,92,050 (cost of acquisition);

ii. 548,400,000 equity shares of Rs. 10 each (paid up value) Mahindra Heavy Engines Ltd. aggregating to Rs. 329,04,00,000 (cost of acquisition);

iii. 129,819,505 equity shares of Rs. 10 each (paid up value) of Mahindra Reva Electric Vehicles Ltd. aggregating to Rs. 324,54,87,625 (cost of acquisition);

iv. 48,630,971 warrants of Mahindra Reva Electric Vehicles Ltd.

v. 121,00,007 equity shares of Rs. 10 each (paid up value) of Mahindra Intertrade Ltd. aggregating to Rs. 312,63,99,808.66 (cost of acquisition);

vi. 150,00,000 equity shares of Rs. 3 each (paid up value) of Mahindra Intertrade Ltd. aggregating to Rs. 387,57,00,000 (cost of acquisition);

vii. 65,271,407 equity shares of Rs. 10 each (paid up value) of Mahindra CIE Automotive Ltd. aggregating to Rs. 1649,17,26,075.56 (cost of acquisition);

(d) The Company acquired the following securities on rights basis:-

i. 16,40,00,000 equity shares of Rs. 10 each of Mahindra Two Wheelers Ltd. aggregating to Rs. 164,00,00,000

Signature:

Sachin BhagwatPlace: Pune ACS: 10189Date: 18th April, 2016 CP: 6029


10

ANNExuRE III A

POLICY ON APPOINTMENT OF DIRECTORS AND SENIOR MANAGEMENT AND SuCCESSION PLANNING FOR ORDERLY SuCCESSION TO THE BOARD AND THE SENIOR MANAGEMENT

DEFINITIONS

The definitions of some of the key terms used in this Policy are given below.

“Board” means Board of Directors of the Company.

“Company” means Mahindra Vehicle Manufacturers Limited.

“Committee(s)” means Committees of the Board for the time being in force.

“Employee” means employee of the Company whether employed in India or outside India including employees in the Senior Management Team of the Company.

“HR” means the Human Resource department of the Company.

“Key Managerial Personnel” (KMP) refers to key managerial personnel as defined under the Companies Act, 2013 and includes:

(i) Managing Director (MD), or Chief Executive Officer (CEO); or Manager; or Whole time Director (WTD)

(ii) Chief Financial Officer (CFO); and

(iii) Company Secretary (CS).

“Nomination and Remuneration Committee” (NRC) means Nomination and Remuneration Committee of the 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

• The NRC reviews and assesses Board compositionand recommends the appointment of new Directors. In evaluating the suitability of individual Board member, the NRC shall take into account the following criteria regarding qualifications, positive attributes and independence of director:

• All Board appointments will be based onmerit, in the context of the skills, experience, independence and knowledge, for the Board as a whole to be effective.

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

• Adherence to theCodeofConductandhighestlevel of Corporate Governance in letter and in spirit by the Independent Directors.

• Based on recommendation of the NRC, theBoard will evaluate the candidate(s) and decide on the selection of the appropriate member. The Board through the Chairman or a 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.

Removal of Directors

If a Director is attracted with any disqualification 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 NRC may recommend to the Board with reasons recorded in writing, removal of a Director subject to the compliance of the applicable statutory provisions.

Senior Management Personnel

The NRC shall identify persons who are qualified 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/CEO 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. SuCCESSION PLANNING: Purpose

The Talent Management Policy sets out the approach to the development and management of talent in the Company to ensure the implementation of the strategic business plans of the Company Board:

The successors for the Independent Directors shall be identified by the NRC 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 identified by the NRC from among the Senior Management or through external source as the Board may deem fit.

The NRC will accord due consideration for the expertise and other criteria required for the successor.


11

The Board may also decide not to fill 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.

Significantly, 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

in order to ensure talent readiness as per a laddered approach.

Policy Statement

The Talent Management framework of the Company 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 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) Education i.e. learning and development initiatives – 10% weightage

The talent pipeline is maintained and developed so as to ensure that there is a seamless flow 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.


Dr. Pawan Kumar GoenkaChairman

DIN: 00254502

Place: MumbaiDate: 27th April, 2016


12

ANNExuRE III 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 Vehicle Manufacturers Limited (‘MVML’).

Policy Statement

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 Nomination and Remuneration Committee (NRC) 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 NRC shall take into consideration various factors such as director’s 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 such other factors as the NRC may deem fit for determining the compensation. The Board shall determine the compensation to Non-Executive Directors within the overall limits specified in the Shareholders’ resolution.

Executive Directors:

The remuneration to Chairman & Managing Director and Executive Director(s) shall be recommended by NRC to the Board. The remuneration may consist of both fixed compensation and variable compensation and shall be paid as salary, commission, performance bonus, stock options (where applicable), perquisites and fringe benefits as approved by the Board and within the overall limits specified in the Shareholders’ resolution. While the fixed compensation is determined at the time of their appointment, the variable compensation will be determined annually by the NRC based on their performance.

Key Managerial Personnel (KMPs)

The terms of remuneration of Chief Financial Officer (CFO) and the Company Secretary shall be determined and recommended to the Board by the NRC from time to time.

The remuneration shall be consistent with the competitive position of the salary for similar positions in the industry and their Qualifications, 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 fixed and incentive pay reflecting 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 fixed 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 influence 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:

• Performance• Potential• Criticality• Longevityingrade

Remuneration for the new employees other than KMPs and Senior Management Personnel will be decided by the Auto Sector HR, in consultation with the CEO at the time of hiring, depending upon the relevant job experience, last compensation and the skill-set of the selected candidate.



DIN: 00254502



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6


15

ANNExuRE V

PARTICuLARS AS PER THE COMPANIES (ACCOuNTS) RuLES, 2014 AND FORMING PART OF THE DIRECTORS’ REPORT FOR THE YEAR ENDED 31ST MARCH, 2016.

A. CONSERVATION OF ENERGY

(a) Energy Conservation measures taken:

Following are the major energy conservation projects executed during the year

– Recirculation of exhaust gases in Paint shop oven, thereby reducing the fossil fuel consumption

– Installation of LED tube light (approx. 3000 nos) in the new buildings setup.

– Installation of energy efficient new top coat paint line

– Inauguration of IGBC Certified Green Building

(b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy:

Rs. 200 Lakh.

(c) Impact of the measures taken at (a) & (b) above for reduction of energy consumption and consequent impact on the cost of production of goods:

– Likely savings in power consumption is estimated to be 41,30,000 units per annum.

– Likely savings in Thermal Energy is estimated to be 164 Tons per annum.

(d) Total energy consumption and energy consumption per unit of production as per Form-A of the Annexure to the Rules in respect of Industries specified in the Schedule:

Not Applicable

B. TECHNOLOGY ABSORPTION

Research & Development (R & D)

1. Areas in which Research & Development is carried out: Designing of New Vehicle

2. Benefits derived as a result of the above efforts: Developing new platform for vehicle

3. Future plan of action: Development activity to continue till the launch of Vehicle

4. Expenditure on R&D: Rs. 1695 Lakh

5. Technology absorption, adaptation and innovation: NA

6. Imported Technology for the last 5 years: NA

C. FOREIGN ExCHANGE EARNINGS AND OuTGO

Total Foreign Exchange earnings and outgo during the year under review is as follows:

Foreign Exchange earnings* – Rs. 26,885 Lakh (Rs. Nil in the previous year)

Foreign Exchange outgo** – Rs. 58,304 Lakh (Rs. 21,114 Lakh in the previous year)

* Represents the Income of US branch

** Includes expenditure of US branch



DIN: 00254502



16

ANNExuRE VI

AOC - 2

1. Details of contracts or arrangements or transactions not at arm’s length basis:

NIL

Sr. No. Name(s) of the related party and nature of relationship

Nature of contracts/ arrangements/ transactions

Duration of the contracts/ arrangements/ transactions

Salient terms of the contracts or arrangements or transactions including the value, if any

Justification for entering into such contracts or arrangements or transactions

Date(s) of approval by the Board

Amount paid as advances, if any:

Date on which the special resolution was passed in general meeting as required under first proviso to Section 188

– – – – – – – – –

2. Details of material contracts or arrangement or transactions at arm’s length basis:

Sr. No.

Name(s) of the related party and nature of relationship

Duration of the contracts/ arrangements/ transactions

Salient terms of the contracts or arrangements or transactions including the value, if any Rs. in Lakh

Date(s) of approval by the Board, if any

Amount paid as advances, if any

1. Mahindra & Mahindra Limited

Holding Company

1st April, 2015 to 31st March, 2016

Purchase of Material

80940 NA

Sale of Goods 897811

Sale of Services

26894

Purchase of Investments

367955

2. Mahindra Intertrade Limited

Fellow Subsidiary/Subsidiary



13074 NA

3. Mahindra Logistics Limited

Fellow Subsidiary


Purchase of Services

5655 NA

4. Mahindra Heavy Engines Limited

Fellow Subsidiary/Subsidiary



39430 NA



DIN: 00254502



17

ANNExuRE VII

Form No. MGT-9

Extract of Annual Return

as on the financial year ended on 31st March, 2016

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

i. Corporate Identification Number (CIN) U34100MH2007PLC171151

ii. Registration Date 25/05/2007

iii. Name of the Company Mahindra Vehicle Manufacturers Limited

iv. Category/Sub-Category of the Company Company limited by shares. Indian non-government company.

v. Address of the Registered office and contact details

Mahindra Towers, P. K. Kurne Chowk, Worli, Mumbai 400018. Contact: Mr. Dattatraya Nikam (CFO) Tel : 022-24905619

vi. Whether listed company Yes/No No

vii. Name, Address and Contact details of Registrar and Transfer Agent, if any

None

II. PRINCIPAL BuSINESS ACTIVITIES OF THE COMPANY:

All the business activities contributing 10% or more of the total turnover of the Company:

Sr. No.

Name and Description of main products/services NIC Code of the Product/ service

% to total turnover of the company

1 Passenger Cars 29101 75.1%

2 Commercial Vehicles 29102 11.2%

III. PARTICuLARS OF HOLDING, SuBSIDIARY AND ASSOCIATE COMPANIES:

Sr. No.

Name and Address of the company CIN/GLN Holding/Subsidiary/Associate % Holding*

Applicable Section

1 Mahindra & Mahindra Limited Gateway Building, Apollo Bunder, Mumbai – 400 001

L65990MH1945PLC004558 Holding 100% 2(46)

2 Mahindra Intertrade Limited Mahindra Towers, P. K. Kurne Chowk, Worli, Mumbai - 400018

U51900MH1978PLC020222 Subsidiary 100% 2(87)

3@ Mahindra Steel Service Centre Limited Mahindra Towers, P. K. Kurne Chowk, Worli, Mumbai - 400018


4@ Mahindra Electrical Steel Private Limited Mahindra Towers, P. K. Kurne Chowk, Worli, Mumbai - 400018

U27100MH2009PTC193205 Subsidiary 100% 2(87)

5@ Mahindra Auto Steel Private Limited Mahindra Towers, P. K. Kurne Chowk, Worli, Mumbai - 400018

U27100MH2013PTC250979 Subsidiary 51% 2(87)

6@ Mahindra Middle East Electrical Steel Service Centre (FZC) SAIF Zone, P3 11/12, P.O. Box No. 8114, Sharjah, UAE

– Subsidiary 90% 2(87)


18

Sr. No.

Name and Address of the company CIN/GLN Holding/Subsidiary/Associate % Holding*

Applicable Section

7 Mahindra Two Wheelers Limited Mahindra Towers, P. K. Kurne Chowk, Worli, Mumbai - 400018

U35911MH2008PLC185462 Subsidiary 91.26% 2(87)

8+ Mahindra Two Wheelers Europe Holdings S.à r.l., 16, Avenue Pasteur, L – 2310, Luxembourg


9^ Peugeot Motocycles S.A.S., Mandeure 103 RUE DU 17 Novembre 25350, Mandeure


10& Peugeot Motocycles Italia S.p.A Via Gallarate, 199 20151 - Milano


11& Peugeot Motocycles Deutshland GmbH Kurhessenstra Be 13, 64546, Morfelden – Walldorf, Germany


12 Mahindra Heavy Engines Limited Mahindra Towers, P. K. Kurne Chowk, Worli, Mumbai - 400018


13 Mahindra Reva Electric Vehicles Limited 122E, Bommasandra Industrial Area, Bommasandra, Bangalore KA560099

U34101KA1996PLC020195 Subsidiary 93.70% 2(87)

* Percentage holding in Subsidiaries represents aggregate percentage of shares held by the Company and its subsidiaries@ a subsidiary of Mahindra Intertrade Limited+ a subsidiary of Mahindra Two Wheelers Limited^ a subsidiary of Mahindra Two Wheelers Europe Holding S.a.r.L& a subsidiary of Peugeot Motocycles S.A.S

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

(i) Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year No. of Shares held at the end of the year % Change during

the year

Demat Physical Total % of Total Shares


A. Promoters

(1) Indian

a) Individual/HUF – – – – – – – – –

b) Central Govt. – – – – – – – – –

c) State Govt(s) – – – – – – – – –

d) Bodies Corp. – 962,250,000 962,250,000 100 – 316,22,50,000 316,22,50,000 100 –

e) Bank/FI – – – – – – – – –

f) Any Other... – – – – – – – – –

Sub-Total (A) (1): – 962,250,000 962,250,000 100 – 316,22,50,000 316,22,50,000 100 –


19



the year



(2) Foreign

a) NRI-Individuals – – – – – – – – –

b) Other Individuals – – – – – – – – –

c) Bodies Corp. – – – – – – – – –

d) Bank/FI – – – – – – – – –

e) Any Other... – – – – – – – – –

Sub-Total (A) (2): – – – – – – – – –

Total shareholding of Promoter (A) = (A)(1)+(A)(2) – 962,250,000 962,250,000 100 – 316,22,50,000 316,22,50,000 100 –

B. Public Shareholding

1. Institutions

a) Mutual Funds – – – – – – – – –

b) Bank/FI – – – – – – – – –

c) Central Govt. – – – – – – – – –

d) State Govt(s) – – – – – – – – –

e) Venture Capital Funds – – – – – – – – –

f) Insurance Companies – – – – – – – – –

g) FIIs – – – – – – – – –

h) Foreign Venture Capital Funds – – – – – – – – –

j) Others (specify) – – – – – – – – –

Sub-Total (B)(1): – – – – – – – – –

2. Non-Institution

a) Body Corp. – – – – – – – – –

i) Indian – – – – – – – – –

ii) Overseas – – – – – – – – –

b) Individuals – – – – – – – – –

i) Individual shareholders holding nominal share capital up to Rs. 1 lakh – – – – – – – – –


20



the year



ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh – – – – – – – – –

c) Others (specify) – – – – – – – – –Sub-Total (B)(2): – – – – – – – – –Total Public Shareholding (B)=(B)(1)+(B)(2) – – – – – – – – –C. Shares held by Custodian for GDRs & ADRs – – – – – – – – –Grand Total (A+B+C) – 962,250,000 962,250,000 100 – 316,22,50,000 316,22,50,000 100 –

(ii) Shareholding of Promoters:

Sr. No.

Shareholder’s Name Shareholding at the beginning of the year Share holding at the end of the year % change

in share

holding during

the year

No. of Shares

% of total Shares of the

company

% of Shares Pledged/

encumbered to total shares

No. of Shares

% of total Shares of the

company

% of Shares Pledged/

encumbered to total shares

1 Mahindra & Mahindra Limited 96,22,49,994 99.99% 0 316,22,49,994 99.99% 0 –2 Mahindra & Mahindra Limited jointly

with Mr. Anand G. Mahindra* 1 0.01% 0 1 0.01% 0 –3 Mahindra & Mahindra Limited jointly

with Mr. Bharat Doshi* 1 0 1 0 –4 Mahindra & Mahindra Limited jointly

with Mr. A. K. Nanda* 1 0 1 0 –5 Mahindra & Mahindra Limited jointly

with Dr. Pawan Kumar Goenka* 1 0 1 0 –6 Mahindra & Mahindra Limited jointly

with Mr. Rajeev Dubey* 1 0 1 0 –7 Mahindra & Mahindra Limited jointly

with Mr. P. N. Shah* 1 0 1 0 –Total 96,22,50,000 100% 0 316,22,50,000 100% 0 –

* Shares held by Mahindra & Mahindra Limited jointly with Nominees to comply with the statutory provisions of Companies Act, with regard to minimum number of members.

(iii) Change in Promoters’ Shareholding (please specify, if there is no change):

Sr. No.

Shareholding at the beginning of the year

Shareholding at the end of the year

No. of shares % of total shares of the company

No. of shares % of total shares of the company

1. Mahindra and Mahindra Limited 96,22,50,000 100 *316,22,50,000 100 * During the year, the following shares of Rs. 10 each were allotted for cash at par to Mahindra & Mahindra Limited pursuant

to Rights issues:-

} }


21

On 27th January, 2016 – 120 crore shares.

On 20th March, 2016 – 80 crore shares.

On 31st March, 2016 – 20 crore shares.

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

Sr. No.

Top Ten Shareholders Shareholding at the beginn

Documents

Mahindra & Mahindra Limited...27 Mahindra Insurance Brokers Limited 780 28 Mahindra Asset Management Company Private Limited 816 ... Total Income 7,56,213 5,14,874 ... Mahindra Group