Mahindra & Mahindra Limited - Bombay Stock Exchange · Mahindra & Mahindra Limited (Incorporated as a limited company under the Indian Companies Act, 1913 on October 2, 1945) Corporate

Private & Confidential – For Private Circulation Only

(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)

Dated: April 15, 2020

Mahindra & Mahindra Limited (Incorporated as a limited company under the Indian Companies Act, 1913 on October 2, 1945)

Corporate Identification Number: L65990MH1945PLC004558

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

Head Office: Mahindra Towers, Dr. G.M. Bhosale Marg, P.K. Kurne Chowk, Worli, Mumbai – 400 018

Compliance Person: Mr. Narayan Shankar; Email of Compliance Person: [email protected];

Telephone: 022 24975074; Fax: 022 2490 0833; Website: www.mahindra.com

PRIVATE & CONFIDENTIAL

THIS INFORMATION MEMORANDUM DATED April 15, 2020 IS PREPARED IN CONFORMITY WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND

LISTING OF DEBT SECURITIES) REGULATIONS, 2008 ISSUED VIDE NOTIFICATION No. LAD-NRO/GN/2008/13/127878 DATED JUNE 06, 2008 AS AMENDED FROM

TIME TO TIME.

INFORMATION MEMORANDUM

INFROMATION MEMORANDUM FOR ISSUE BY WAY OF PRIVATE PLACEMENT (“ISSUE”) OF 10,000 DEBENTURES (“DEBENTURES”) OF A FACE VALUE OF

INR 10,00,000 (RUPEES TEN LAKH ONLY) AGGREGATING UPTO INR 1000,00,00,000 (RUPEES ONE THOUSAND CRORE) (“ISSUE SIZE”) (“ISSUE”) BY

MAHINDRA & MAHINDRA LIMITED (THE “ISSUER”). THIS ISSUANCE WOULD BE UNDER THE ELECTRONIC BOOK MECHANISM FOR ISSUANCE OF DEBT

SECURITIES ON A PRIVATE PLACEMENT BASIS AS PER THE SECURITIES AND EXCHANGE BOARD OF INDIA (“SEBI”) CIRCULAR

SEBI/HO/DDHS/CIR/P/2018/05 DATED JANUARY 5, 2018 AND ANY AMENDMENTS THERETO (“SEBI EBP CIRCULAR”) READ WITH “UPDATED OPERATIONAL

GUIDELINES FOR ISSUANCE OF SECURITIES ON PRIVATE PLACEMENT BASIS THROUGH THE ELECTRONIC BOOK MECHANISM” ISSUED BY BSE VIDE

THEIR NOTICE NO.. 20180424-45 -DATED APRIL 24, 2018, AND ANY AMENDMENTS THERETO (“BSE EBP GUIDELINES”) TOGETHER WITH THE SEBI EBP

CIRCULAR. (THE SEBI EBP CIRCULAR AND THE BSE EBP GUIDELINES ARE HEREINAFTER COLLECTIVELY REFERRED TO AS THE “OPERATIONAL

GUIDELINES”). THE ISSUER INTENDS TO USE THE BSE - BOND EBP PLATFORM.

THIS DISCLOSURE DOCUMENT IS BEING UPLOADED ON THE BSE BOND-EBP PLATFORM TO COMPLY WITH THE OPERATIONAL GUIDELINES AND AN

OFFER WILL BE MADE BY ISSUE OF THE SIGNED PPOAL LETTER AFTER COMPLETION OF THE BIDDING PROCESS ON ISSUE/BID CLOSING DATE, TO

SUCCESFUL BIDDER IN ACCORDANCE WITH THE PROVISIONS OF THE COMPANIES ACT, 2013 AND RELATED RULES.

GENERAL RISKS

Investments in debt and debt related securities involves a degree of risk and investors should not invest any funds in the debt instrument, unless they understand the terms and conditions

of the Issue and can afford to take risks attached to such investments. For taking an investment decision, investors must rely on their own examination of the Issuer and the offer including

the risks involved. Investors are advised to read the section on “Risk Factors” carefully before taking an investment decision on this offer. The Debentures have not been recommended or

approved by the Securities and Exchange Board of India (“SEBI”) nor does SEBI guarantee the accuracy or adequacy of the contents of this Information Memorandum. Eligible Investors

are advised to take an informed decision and consult their tax, legal, financial and other advisers, regarding the suitabilit y of the Debentures in the light of their particular financial

circumstances, investment objectives and risk profile.

ISSUER’S ABSOLUTE RESPONSIBILITY

The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this Information Memorandum contains all information with regard to the Issuer and the

Issue, which is material in the context of the Issue, that the information contained in this Information Memorandum is true and correct in all material respects and is not misleading in any

material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Information Memorandum as a

whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

CREDIT RATING

The Debentures have been rated ‘[ICRA]AAA’ with ‘Stable’ outlook by ICRA Limited (“ICRA”) for an amount up to INR 1000,00,00,000 (Rupees One Thousand Crore) vide its letter

dated April 9, 2020*. The above rating is not a recommendation to buy, sell or hold securities and investors should take their own decisions. The rating may be subject to revision or

withdrawal at any time by the assigning rating agency and the rating should be evaluated independently of any other rating. The rating agency has the right to suspend, withdraw the rating

at any time on the basis of new information etc. Please refer to Annexure A of this Information Memorandum for rationale for the above rating.

LISTING

The Debentures are proposed to be listed on the wholesale debt market (“WDM”) segment of the BSE Limited (“Stock Exchange”). The Issuer shall comply with the requirements of the

SEBI LODR Regulations to the extent applicable to it on a continuous basis. The Stock Exchange has given its in-principal listing approval for the Debentures proposed to be offered

through this Information Memorandum vide their letter dated April 13, 2020. Please refer to Annexure C to this Information Memorandum for the ‘in-principle’ listing approval from the

Stock Exchange.

DEBENTURE TRUSTEE REGISTRAR TO THE ISSUE ARRANGER TO THE ISSUE

AXIS TRUSTEE SERIVES LIMITED Address: The Ruby, 2nd Floor SW, 29 Senapati Bapat

Marg, Dadar West, Mumbai – 400028

Contact Person: Makarand Kulkarni

Tel: +91 22 6230 0451

Fax: +91 22 6230 0700

Email: [email protected];

[email protected].

KFIN TECHNOLOGIES PRIVATE LIMITED

Registered Office: Selenium Tower-B, Plot No. 31 & 32,

Gachibowli, Financial District,

Nanakramguda, Serilingampally,

Hyderabad – 500032, Telangana

Contact Person: Mr.S.V. Raju

Tel: (91 40) 67161500/ 2222

Fax: (91 40) 23001153

AXIS BANK LIMITED Address: Axis House, 8th Floor, C-2,

Wadia International Centre, P.B. Marg, Worli,

Mumbai, 400 025

Contact Person: Mr. Abhishek Lahoti

Tel: +91 22 4202 6695

Fax: +91-22-2425 2800

Email: [email protected]

ISSUE PROGRAMME

ISSUE / BID OPENING DATE ISSUE / BID CLOSING DATE PAY-IN DATE DEEMED DATE OF ALLOTMENT

April 17, 2020 April 17, 2020 April 20, 2020 April 20, 2020

The Issuer reserves the right to change the issue programme including the Deemed Date of Allotment (as defined hereinafter) at its sole discretion in accordance with the timelines specified

in the Operational Guidelines, without giving any reasons or prior notice. The Issue will be open for bidding as per bidding window that would be communicated through BSE BOND-

EBP Platform.

The issue of Debentures shall be subject to the provisions of the Companies Act, 1956, to the extent in force and applicable (the “1956 Act”), the Companies Act, 2013, as amended, (the

“2013 Act” together with the 1956 Act, “Companies Act”), the rules notified thereunder, the Memorandum and Articles of Association of the Issuer, SEBI ILDS Regulations, SEBI LODR

Regulations, the terms and conditions of this Information Memorandum filed with the Exchange(s), the Application Form, the De benture Trust Deed and other documents in relation to

such Issue. Capitalized terms used here have the meaning ascribed to them in this Information Memorandum.

*The credit rating letter was confirmed, received and published on April 13, 2020 together with the credit rationale




TABLE OF CONTENTS

1. DISCLAIMERS .................................................................................................................................. 1

2. CONFIDENTIALITY ......................................................................................................................... 7

3. CAUTIONARY NOTE ....................................................................................................................... 7

4. ISSUE OF DEBENTURES IN DEMATERIALISED FORM ............................................................ 8

5. CONSENTS ........................................................................................................................................ 8

6. FORWARD-LOOKING STATEMENTS .......................................................................................... 9

7. LIMITS ON DISTRIBUTION .......................................................................................................... 10

8. PRESENTATION OF FINANCIAL INFORMATION ................................................................... 10

9. DEFINITIONS AND ABBREVIATIONS ........................................................................................ 12

10. RISK FACTORS ............................................................................................................................... 16

11. ISSUER INFORMATION ................................................................................................................ 29

13. ISSUE PROCEDURE ....................................................................................................................... 69

14. MATERIAL AGREEMENTS/ DOCUMENTS................................................................................ 79

15. DISCLOSURES PERTAINING TO WILFUL DEFAULT (IF ANY) ............................................. 80

ANNEXURE A - RATING LETTER AND RATING RATIONALE FROM ICRA .................................. 82

ANNEXURE B - CONSENT OF DEBENTURE TRUSTEE ...................................................................... 95

ANNEXURE C - IN-PRINCIPLE APPROVAL OF THE STOCK EXCHANGE ..................................... 96

ANNEXURE D - COPY OF BOARD RESOLUTION ................................................................................ 97

ANNEXURE E ........................................................................................................................................... 102

PART A: AUDITED STANDALONE FINANCIALS ............................................................................... 102

PART B: AUDITED CONSOLIDATED FINANCIAL STATEMENTS .................................................. 105

PART C: AUDITED CASH FLOW STATEMENTS ................................................................................ 109




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1. DISCLAIMERS

1.1 Issuer's disclaimer

This Information Memorandum is neither a prospectus nor a statement in lieu of a prospectus

under the Companies Act. This Information Memorandum is prepared in conformity with the

SEBI ILDS Regulations and the Companies Act and the rules thereunder. The distribution of

this Information Memorandum and Issue of Debentures to be listed on the WDM segment of

BSE Limited is being made strictly on a private placement basis. This Information

Memorandum is not intended to be circulated to more than 200 persons in the aggregate in a

Financial Year and to any person other than an Eligible Investor. Multiple copies hereof given

to the same entity shall be deemed to be given to the same person and shall be treated as such.

This Information Memorandum does not constitute and shall not be deemed to constitute an

offer or an invitation to subscribe to the Debentures to the public in general. This Information

Memorandum is uploaded on the BSE-Bond-EBP Platform to comply with the SEBI EBP

Circular and offer will be made by issue of the signed PPOAL and completion of the bidding,

to successful bidders. This Information Memorandum discloses information pursuant to the

SEBI ILDS Regulations as amended from time to time and shall be uploaded on the BSE BOND

EBP Platform to facilitate invitation of bids. This Information Memorandum shall be available

on the wholesale debt market segment of the BSE Limited after the final listing of the

Debentures. Upon Issue/Bid Closing Date, the Issuer shall issue a signed PPOAL to the

successful bidders who shall be eligible to make an offer by submission of the completed

Application Form under the PPOAL. This Information Memorandum has been prepared solely

to provide general information about the Issuer to Eligible Investors to whom it is specifically

addressed and who are willing and eligible to subscribe to the Debentures. This Information

Memorandum does not purport to contain all the information that any Eligible Investor may

require. Further, this Information Memorandum has been prepared for informational purposes

relating to this transaction only and upon the express understanding that it will be used only for

the purposes set forth herein. Neither this Information Memorandum nor any other information

supplied in connection with the Debentures is intended to provide the basis of any credit or

other evaluation and any recipient of this Information Memorandum should not consider such

receipt a recommendation to purchase any Debentures. Each Eligible Investor contemplating

purchasing any Debentures should make its own independent investigation of the financial

condition and affairs of the Issuer, and its own appraisal of the creditworthiness of the Issuer as

well as the structure of the Issue. Potential Eligible Investors should consult their own financial,

legal, tax and other professional advisors as to the risks and investment considerations arising

from an investment in the Debentures and should possess the appropriate resources to analyze

such investment and the suitability of such investment to such Eligible Investor's particular

circumstances. It is the responsibility of potential Eligible Investors to also ensure that they will

sell these Debentures in strict accordance with this Information Memorandum and applicable

laws, so that the sale does not constitute an offer to the public, within the meaning of the

Companies Act. Neither the intermediaries nor their agents nor advisors associated with the

Issue undertake to review the financial condition or affairs of the Issuer during the life of the

arrangements contemplated by this Information Memorandum or have any responsibility to

advise any Eligible Investor or potential Eligible Investor in the Debentures of any information

coming to the attention of any other intermediary. By subscribing to the Issue, Eligible Investor

shall be deemed to have acknowledged that the Issuer does not owe them a duty of care in this

respect. Accordingly, none of the Issuer’s officers (including Principal Officer and/or its




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directors) or employees shall be held responsible for any direct or consequential losses suffered

or incurred by any recipient of this Information Memorandum as a result of or arising from

anything expressly or implicitly contained in or referred to in this Information Memorandum

or any information received by the recipient in connection with this Issue. The Issuer confirms

that, as of the date hereof, this Information Memorandum (including the documents

incorporated by reference herein, if any) contains all information that is material in the context

of the Issue, is accurate in all material respects and does not contain any untrue statement of a

material fact or omit to state any material fact necessary to make the statements herein, in light

of the circumstances under which they are made, and is not misleading. No person has been

authorized to give any information or to make any representation not contained or incorporated

by reference in this Information Memorandum or in any material made available by the Issuer

to any potential Eligible Investor pursuant hereto and, if given or made, such information or

representation must not be relied upon as having been authorized by the Issuer. The Issuer

certifies that the disclosures made in this Information Memorandum are adequate and in

conformity with the SEBI ILDS Regulations. Further, the Issuer accepts no responsibility for

statements made otherwise than in the Information Memorandum or any other material issued

by or at the instance of the Issuer and anyone placing reliance on any source of information

other than this Information Memorandum for investment in the Issue would be doing so at his

own risk. No person has been authorized to give any information or to make any representation

not contained or incorporated by reference in this Information Memorandum or in any material

made available by the Issuer to any potential Eligible Investor pursuant hereto and, if given or

made, such information or representation must not be relied upon as having been authorized by

the Issuer. The legal advisors to the Issuer and any other intermediaries and their agents or

advisors associated with the Issue of Debentures have not separately verified the information

contained herein. Accordingly, no representation, warranty or undertaking, express or implied,

is made and no responsibility is accepted by the legal advisor to the Eligible Investor or any

such intermediary as to the accuracy or completeness of the information contained in this

Information Memorandum or any other information provided by the Issuer. Accordingly, the

legal advisors to the Issuer and other intermediaries associated with the Issue shall have no

liability in relation to the information contained in this Information Memorandum or any other

information provided by the Issuer in connection with the Issue. The Issuer does not undertake

to update the Information Memorandum to reflect subsequent events after the date of the

Information Memorandum and thus it should not be relied upon with respect to such subsequent

events without first confirming its accuracy with the Issuer. Neither the delivery of this

Information Memorandum nor any Issue made hereunder shall, under any circumstances,

constitute a representation or create any implication that there has been no change in the affairs

of the Issuer since the date hereof.

This Information Memorandum should not be construed to be a prospectus or a statement in

lieu of prospectus under the Companies Act. Apart from this Information Memorandum, no

offer document or prospectus has been or will be prepared in connection with the offering of

the Debentures or in relation to the Issuer nor is such a prospectus required to be registered

under applicable laws. This document does not and shall not be deemed to constitute an offer

or an invitation to the public generally to subscribe for or otherwise acquire the Debentures to

be issued by the Issuer. This document is for the exclusive use of the investors to whom it has

been specifically addressed and it should not be circulated or distributed to third party(s).

This Information Memorandum and the contents hereof are restricted providing




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information under the SEBI ILDS Regulations for the purpose of inviting bids on the BSE

BOND-EBP Platform only for the Eligible Investors. An offer of private placement shall

be made by the Issuer by way of issue of the signed PPOAL to the successful bidders who

have been addressed through a communication by the Issuer, and only such recipients are

eligible to comply with the relevant regulations/guidelines applicable to them, including

but not limited to Operational Guidelines for investing in this issue. The contents of this

Information Memorandum and any other information supplied in connection with this

Information Memorandum or the Debentures are intended to be used only by those

Eligible Investors to whom it is distributed. It is not intended for distribution to any other

person and should not be reproduced or disseminated by the recipient.

The Issue of the Debentures will be under the electronic book mechanism as required in terms

of the Operational Guidelines.

No invitation is being made to any persons other than the Eligible Investors to whom Application Forms along with this Information Memorandum have been sent. Any application

by a person to whom the Information Memorandum has not been sent by the Issuer shall be

rejected without assigning any reason.

Invitations, offers, and allotment of the Debentures shall only be made pursuant to this Information Memorandum. You may not be and are not authorized to (1) deliver this

Information Memorandum or any other information supplied in connection with this

Information Memorandum or the Debentures to any other person; or (2) reproduce in part or full, this Information Memorandum or any other information supplied in connection with this

Information Memorandum or the Debentures in any manner whatsoever. Any distribution or

reproduction of this Information Memorandum in whole or in part or any public announcement or any announcement to third parties regarding the contents of this Information Memorandum

or any other information supplied in connection with this Information Memorandum or the

Debentures is unauthorized. Failure to comply with this instruction may result in a violation of

the Companies Act, the SEBI ILDS Regulations or other applicable laws of India and other jurisdictions. This Information Memorandum has been prepared by the Issuer for providing

information in connection with the proposed Issue described in this Information Memorandum.

Any person who is in receipt of this Information Memorandum, including the Eligible Investors, shall not reproduce, transmit, sell, publish or distribute in whole or part or make any

announcement in public or to a third party regarding the contents without the consent of the

Arranger and the Issuer. The recipient agrees to keep confidential all of such information provided (or made available hereafter), including, without limitation, the existence and terms

of such transaction, any specific pricing information related to the transaction or the amount or

terms of any fees payable to the Issuer or other parties in connection with such transaction. This

Information Memorandum may not be photocopied, reproduced, or distributed to others at any time without the prior written consent of the Issuer. Upon request, the recipient will promptly

return all material received from the Issuer (including this Information Memorandum) without

retaining any copies thereof, all in accordance with such confidentiality agreement. If any recipient of this Information Memorandum decides not to participate in the Issue, the recipient

must promptly return this Information Memorandum and all reproductions whether in whole or

in part and any other information statement, notice, opinion, memorandum, expression or

forecast made or supplied at any time in relation thereto or received in connection with the issue to the Issuer.

Neither the delivery of this Information Memorandum nor any sale of Debentures made

hereunder shall, under any circumstances, constitute a representation or create any implication




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that there has been no change in the affairs of the Issuer since the date hereof. The Issuer does

not undertake to update the Information Memorandum to reflect subsequent events after the date of the Information Memorandum and thus no reliance should be placed on such subsequent

events without first confirming its accuracy with the Issuer. This Information Memorandum

may not be all inclusive and may not contain all of the information that the recipient may consider material.

This Information Memorandum does not constitute, nor may it be used for or in connection

with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is

not authorized or to any person to whom it is unlawful to make such an offer or solicitation. No action is being taken to permit an offering of the Debentures or the distribution of this

Information Memorandum in any jurisdiction where such action is not permitted. Persons into

whose possession this Information Memorandum comes are required to inform themselves about and to observe any such restrictions. The Information Memorandum is made available to

the Eligible Investors in the Issue on the strict understanding that it is confidential.

1.2 Disclaimer in respect of jurisdiction

This Issue is made in India to investors as specified under “Who Can Bid/Apply/Invest” in the

section “Issue Procedure” of this Information Memorandum, who shall be specifically

approached by the Issuer. This Information Memorandum does not constitute an offer to sell or

an invitation to subscribe to Debentures offered hereby to any person other than the Eligible Investors. Any disputes arising out of this Issue will be subject to the non-exclusive jurisdiction

of the courts and tribunals of Mumbai, India. This Information Memorandum does not

constitute an offer to sell or an invitation to subscribe to the Debentures herein, in any other jurisdiction to any person to whom it is unlawful to make an offer or invitation in such

jurisdiction.

1.3 Disclaimer in respect of the exchange

As required under the SEBI ILDS Regulations, a copy of this Information Memorandum has been filed with the Stock Exchange. It is to be distinctly understood that submission of this

Information Memorandum to the Stock Exchange should not in any way be deemed or

construed to mean that this Information Memorandum has been reviewed, cleared or approved by the Stock Exchange nor does the Stock Exchange in any manner warrant, certify or endorse

the correctness or completeness of any of the contents of this Information Memorandum, nor

does the Stock Exchange warrant that the Issuer’s Debentures will be listed or will continue to be listed on the Stock Exchange nor does the Stock Exchange take any responsibility for the

soundness of the financial and other conditions of the Issuer, its promoters, its management or

any scheme or project of the Issuer. Every person who desires to apply for or otherwise acquire

any securities of this Issuer may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the Stock Exchange whatsoever by reason of any

loss which may be suffered by such person consequent to or in connection with such

subscription/ acquisition whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever.

1.4 Disclaimer in respect of the Securities & Exchange Board of India

As per the provisions of the SEBI ILDS Regulations, a copy of this Information Memorandum has not been filed with or submitted to the SEBI. It is to be distinctly understood that this

Information Memorandum should not in any way be deemed or construed to have been

approved or vetted by SEBI. SEBI does not take any responsibility either for the financial




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soundness of any proposal for which the Debentures issued hereof is proposed to be made or

for the correctness of the statements made or opinions expressed in this Information Memorandum. The issue of Debentures being made on a private placement basis, filing of this

document is not required with SEBI, however SEBI reserves the right to take up at any point

of time, with the Issuer, any irregularities or lapses in this Information Memorandum.

1.5 Disclaimer in respect of the credit rating agency

The ratings by the Credit Rating Agency should not be treated as a recommendation to buy, sell

or hold the rated Debentures. The Credit Rating Agency ratings are subject to a process of

surveillance which may lead to a revision in ratings. Please visit Credit Rating Agency’s website www.icra.in or contact the Credit Rating Agency’s office for the latest information on

Credit Rating Agencies’ ratings. All information contained herein has been obtained by the

Credit Rating Agency from sources believed by it to be accurate and reliable. Although reasonable care has been taken to ensure that the information herein is true, such information

is provided ‘as is’ without any warranty of any kind, and the Credit Rating Agency in particular,

makes no representation or warranty, express or implied, as to the accuracy, timeliness or completeness of any such information. All information contained herein must be construed

solely as statements of opinion and the Credit Rating Agency shall not be liable for any losses

incurred by users from any use of this publication or its contents. Most entities whose bank

facilities / instruments are rated by the Credit Rating Agency have paid a credit rating fee, based on the amount and type of bank facilities / instruments.

In case of partnership/proprietary concerns, the rating / outlook assigned by the Credit Rating

Agency is based on the capital deployed by the partners / proprietor and the financial strength of the firm at present. The rating / outlook may undergo change in case of withdrawal of capital

or the unsecured loans brought in by the partners / proprietor in addition to the financial

performance and other relevant factors. Please refer to Annexure A of this Information

Memorandum for the credit rating rationale and further details.

1.6 Disclaimer in respect of the Reserve Bank of India

The Debentures have not been recommended or approved by the RBI nor does RBI guarantee

the accuracy or adequacy of this document. It is to be distinctly understood that this document should not, in any way, be deemed or construed that the Debentures have been recommended

for investment by the RBI. RBI does not take any responsibility either for the financial

soundness of the Issuer, or the Debentures being issued by the Issuer or for the correctness of the statements made or opinions expressed in this document. Potential investors may make

investment decision in the Debentures offered in terms of this Information Memorandum solely

on the basis of their own analysis and RBI does not accept any responsibility about

servicing/repayment of such investment.

RBI does not accept any responsibility or guarantee about the present position as to the financial

soundness of the Issuer or for the correctness of any of the statements or representations made

or opinions expressed by the Issuer and for discharge of liability by the Issuer.

Neither is there any provision in law to keep, nor does the Issuer keep any part of the deposits

with the RBI and by issuing the certificate of registration to the Issuer, the RBI neither accepts

any responsibility nor guarantee for the payment of the deposit amount to any depositor.

1.7 Disclaimer in respect of the arranger




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The role of the Arranger in the assignment is confined to marketing and placement of the

Debentures on the basis of this Information Memorandum as prepared by the Issuer. The Arranger has neither scrutinized nor vetted nor reviewed nor has it done any due diligence for

verification of the contents of this Information Memorandum. The Arranger shall use this

Information Memorandum for the purpose of soliciting subscription(s) from Eligible Investors in the Debentures to be issued by the Issuer on a private placement basis. It is to be distinctly

understood that the aforesaid use of this Information Memorandum by the Arranger should not

in any way be deemed or construed to mean that the Information Memorandum has been

prepared, cleared, approved, reviewed or vetted by the Arranger; nor should the contents to this Information Memorandum in any manner be deemed to have been warranted, certified or

endorsed by the Arranger so as to the correctness or completeness thereof.

The Issuer has prepared this Information Memorandum and the Issuer is solely responsible and liable for its contents. The Issuer will comply with all laws, rules and regulations and has

obtained all regulatory, governmental, corporate and other necessary approvals for the issuance

of the Debentures. The Issuer confirms that all the information contained in this Information Memorandum has been provided by the Issuer or is from publicly available information, and

such information has not been independently verified by the Arranger. No representation or

warranty, expressed or implied, is or will be made, and no responsibility or liability is or will

be accepted, by the Arranger or their affiliates for the accuracy, completeness, reliability, correctness or fairness of this Information Memorandum or any of the information or opinions

contained therein, and the Arranger hereby expressly disclaims any responsibility or liability to

the fullest extent for the contents of this Information memorandum, whether arising in tort or contract or otherwise, relating to or resulting from this Information Memorandum or any

information or errors contained therein or any omissions there from. Neither Arranger and its

affiliates, nor its directors, employees, agents or representatives shall be liable for any damages

whether direct or indirect, incidental, special or consequential including lost revenue or lost profits that may arise from or in connection with the use of this document. By accepting this

Information Memorandum, the Eligible Investor accepts terms of this Disclaimer Clause of

Arranger, which forms an integral part of this Information Memorandum and agrees that the Arranger will not have any such liability.

Each person receiving this Information Memorandum acknowledges that such person has not

relied on the Arranger and/or its affiliates that may be associated with the Debentures in connection with its investigation of the accuracy of such information or its investment decision.

Issuer hereby declares that the Issuer has exercised due-diligence to ensure complete

compliance of applicable disclosure norms in this Information Memorandum. The Arranger:

(a) is not acting as trustee or fiduciary for the investors or any other person; and (b) is under no obligation to conduct any "know your customer" or other procedures in relation to any person.

The Arranger is not responsible for: (a) the adequacy, accuracy and/or completeness of any

information (whether oral or written) supplied by the Issuer or any other person in or in connection with this Information Memorandum; or (b) the legality, validity, effectiveness,

adequacy or enforceability of this Information Memorandum or any other agreement,

arrangement or document entered into, made or executed in anticipation of or in connection with this Information Memorandum; or (c) any determination as to whether any information

provided or to be provided to any investor is non-public information the use of which may be

regulated or prohibited by applicable law or regulation relating to insider dealing or otherwise.

The Arranger or any of their directors, employees, affiliates or representatives do not accept any responsibility and/or liability for any loss or damage arising of whatever nature and extent

in connection with the use of any of the information contained in this document. By accepting




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this Information Memorandum, investor(s) agree(s) that the Arranger will not have any such

liability.

1.8 Please note that:

1.8.1 The Arranger and/or their affiliates may, now and/or in the future, have other

investment and commercial banking, trust and other relationships with the Issuer and with other persons ("Other Persons");

1.8.2 As a result of those other relationships, the Arranger and/or their affiliates may get

information about Other Persons, the Issuer and/or the Issue or that may be relevant to

any of them. Despite this, the Arranger and/or their affiliates will not be required to disclose such information, or the fact that it is in possession of such information, to any

recipient of this Information Memorandum;

1.8.3 The Arranger and/or their affiliates may, now and in the future, have fiduciary or other relationships under which it, or they, may exercise voting power over securities of

various persons. Those securities may, from time to time, include securities of the

Issuer; and

1.8.4 The Arranger and/or their affiliates may exercise such voting powers, and otherwise

perform its functions in connection with such fiduciary or other relationships, without

regard to its relationship to the Issuer and/or the securities.

2. CONFIDENTIALITY

The information and data contained herein is submitted to each recipient of this Information

Memorandum on a strictly private and confidential basis. By accepting a copy of this

Information Memorandum or any other information supplied in connection with this Information Memorandum or the Debentures, each recipient agrees that neither it nor any of its

employees or advisors will use the information contained herein for any purpose other than

evaluating the Transaction described herein or will divulge to any other party any such

information. This Information Memorandum or any other information supplied in connection with this Information Memorandum or the Debentures must not be photocopied, reproduced,

extracted or distributed in full or in part to any person other than the recipient without the prior

written consent of the Issuer.

3. CAUTIONARY NOTE

The Eligible Investors have confirmed that they: (i) are knowledgeable and experienced in

financial and business matters, have expertise in assessing credit, market and all other relevant risk and are capable of evaluating, and have evaluated, independently the merits, risks and

suitability of purchasing the Debentures, (ii) understand that the Issuer has not provided, and

will not provide, any material or other information regarding the Debentures, except as included

in this Information Memorandum, (iii) have not requested the Issuer to provide it with any such material or other information, (iv) have not relied on any investigation that any person acting

on their behalf may have conducted with respect to the Debentures, (v) have made their own

investment decision regarding the Debentures based on their own knowledge (and information they have or which is publicly available) with respect to the Debentures or the Issuer, (vi) have

had access to such information as deemed necessary or appropriate in connection with purchase

of the Debentures, (vii) are not relying upon, and have not relied upon, any statement, representation or warranty made by any person, including, without limitation, the Issuer, and




8

(viii) understand that, by purchase or holding of the Debentures, they are assuming and are

capable of bearing the risk of loss that may occur with respect to the Debentures, including the possibility that they may lose all or a substantial portion of their investment in the Debentures,

and they will not look to the Debenture Trustee appointed for the Debentures for all or part of

any such loss or losses that they may suffer.

The Eligible Investors should carefully read this Information Memorandum. This Information

Memorandum is for general information purposes only is not intended to provide the sole basis

of any credit decision or other evaluation and should not be considered as a recommendation

that any recipients of this Information Memorandum should invest in the Debentures proposed to be issued by the Issuer. Each Eligible Investor should make its own independent assessment

of the investment merit of the Debentures and the Issuer. Eligible Investors should consult their

own financial, legal, tax and other professional advisors as to the risks and investment considerations arising from an investment in the Debentures and should possess the appropriate

resources to analyze such investment and the suitability of such investment to such investor’s

particular circumstances. Recipients shall not be entitled to use any of the information otherwise than for deciding whether to invest in the Debentures. This Information Memorandum should

not be construed as an offer to sell or the solicitation of an offer to buy, purchase or subscribe

to any securities mentioned therein, and neither this document nor anything contained herein

shall form the basis of or be relied upon in connection with any contract or commitment whatsoever.

No person including any employee of the Issuer has been authorized to give any information or

to make any representation not contained in this Information Memorandum. Any information or representation not contained herein must not be relied upon as having been authorized by or

on behalf of the Issuer. Neither the delivery of this Information Memorandum at any time nor

any statement made in connection with the offering of the Debentures shall under the

circumstances imply that any information/representation contained herein is correct at any time subsequent to the date of this Information Memorandum. The distribution of this Information

Memorandum or the Application Forms and the offer, sale, pledge or disposal of the Debentures

may be restricted by law in certain jurisdictions. This Information Memorandum does not constitute an offer to sell or an invitation to subscribe to the Debentures in any jurisdiction to

any person to whom it is unlawful to make such offer or invitation in such jurisdiction. Persons

into whose possession this Information Memorandum comes are required by the Issuer to inform themselves about and observe any such restrictions. The sale or transfer of these

Debentures outside India may require regulatory approvals in India, including without

limitation, the approval of the RBI.

4. ISSUE OF DEBENTURES IN DEMATERIALISED FORM

The Debentures will be issued only in dematerialised form. The Issuer has made arrangements

with the Depositories for the issue of the Debentures in dematerialised form. Investors will have

to hold the Debentures in dematerialised form as per the provisions of Depositories Act. The Depository Participant's name, DP ID and beneficiary account number must be mentioned at

the appropriate place in the Application Form. The Issuer shall take necessary steps to credit

the Debentures allotted to the depository account of the investor. The Issuer shall ensure the Debentures are credited to the demat accounts of the Debenture Holders within 2 (two) working

days from the Deemed Date of Allotment.

5. CONSENTS

Axis Trustee Services Limited has given its written consent for its appointment (annexed hereto




9

as Annexure B) as Debenture Trustee to the Issue and inclusion of its name in the form and

context in which it appears in this Information Memorandum.

6. FORWARD-LOOKING STATEMENTS

6.1 Certain statements in this Information Memorandum are not historical facts but are “forward-

looking” in nature. Forward-looking statements appear throughout this Information Memorandum, including, without limitation, under the section titled “Risk Factors”. Forward-

looking statements may include statements concerning the Issuer’s plans, financial

performance, the Issuer’s competitive strengths and weaknesses, and the trends the Issuer

anticipates in the industry, along with the political and legal environment, and geographical locations, in which the Issuer operates, and other information that is not historical information.

6.2 The Issuer may have included statements in this Information Memorandum, that contain words

or phrases such as “will”, “would”, “aim”, “aimed”, “will likely result”, “is likely”, “are likely”, “believe”, “expect”, “expected to”, “will continue”, “will achieve”, “anticipate”, “estimate”,

“estimating”, “intend”, “plan”, “contemplate”, “seek to”, “seeking to”, “trying to”, “target”,

“propose to”, “future”, “objective”, “goal”, “project”, “should”, “can”, “could”, “may”, “will pursue” and similar expressions or variations of such expressions, that may constitute “forward-

looking statements”. These forward-looking statements involve a number of risks, uncertainties

and other factors that could cause actual results, opportunities and growth potential to differ

materially from those suggested by the forward-looking statements. These risks and uncertainties include, but are not limited to:

6.2.1 General political, economic and business conditions in India and other countries

(including where the Issuer has a presence or has a trade relationship);

6.2.2 The impact of the outbreak of COVID-19 on the global and domestic operations of the

Issuer and liquidity and economic environment;

6.2.3 The Issuer’s ability to successfully implement its strategy, its growth and expansion

plans and technological changes;

6.2.4 The Issuer’s ability to manage the increased complexity of the risks faced by the Issuer;

6.2.5 Changes in the value of the Indian Rupee and changes in value of other currencies;

6.2.6 Changes in Indian or international interest rates, credit spreads and equity market prices;

6.2.7 Changes in laws and regulations that apply to the Issuer in India and in other countries

where the Issuer is carrying on business;

6.2.8 Changes in the foreign exchange control regulations in India and in other jurisdictions

where the Issuer is carrying on business.

6.2.9 Availability of adequate debt and equity financing at reasonable terms and managing

the operating expenses;

6.2.10 Performance of the Indian debt and equity markets; and

6.2.11 Competition from other automobile and farm equipment manufacturers.




10

The Issuer undertakes no obligation to update forward-looking statements to reflect events or

circumstances after the date thereof. Forward looking statements speak only as of the date of this Information Memorandum. None of the Issuer, its Directors, its officers or any of their

respective affiliates or associates has any obligation to update or otherwise revise any statement

reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition.

In addition, other factors that could cause actual results to differ materially from those estimated

by the forward-looking statements contained in this Information Memorandum include, but are

not limited to the general economic and political conditions in India and the other countries which have an impact on the Issuer's business activities or investments, political or financial

instability in India or any other country caused by any factor including any terrorist attacks in

India, or elsewhere or any other acts of terrorism world-wide, any anti-terrorist or other attacks, the monetary and interest rate policies of India, political or financial instability in India or any

other country including tensions with neighboring countries or military armament or social

unrest in any part of India, inflation, deflation, unanticipated turbulence in interest rates, changes in the value of the Indian Rupee, foreign exchange rates, equity prices or other rates or

prices, the performance of the financial markets and technological advancements in India and

globally, changes in domestic and foreign laws, regulations and taxes, changes in competition

and the pricing environment in India and regional or general changes in asset valuations. For a further discussion on the factors that could cause actual results to differ, see the discussion

under “Risk Factors” contained in this Information Memorandum.

7. LIMITS ON DISTRIBUTION

This Information Memorandum and any other information supplied in connection with this

Information Memorandum are not for distribution (directly or indirectly) in any jurisdiction

other than India unless the Issuer has intentionally delivered this Information Memorandum

and any other information supplied in connection with this Information Memorandum in such jurisdiction and even then only for the limited purpose intended by the Issuer. They are not an

offer for sale of Debentures, nor a solicitation to purchase or subscribe for Debentures, in any

jurisdiction where such offer, sale or solicitation would be unlawful. The Debentures have not been and will not be registered under the laws of any jurisdiction (other than India; to the extent

mandatory under applicable laws in India). The distribution of the Information Memorandum

in certain jurisdictions may be prohibited by law. Recipients are required to observe such restrictions and neither the Issuer nor its respective affiliates accept any liability to any person

in relation to the distribution of information in any jurisdiction.

8. PRESENTATION OF FINANCIAL INFORMATION

8.1 Financial data

In this Information Memorandum, unless otherwise specified, all financial information is of the

Issuer on a consolidated basis. With effect from April 1, 2016, companies in India having a

certain threshold net worth, including the Issuer, are required to prepare financial statements in accordance with the Indian Accounting Standards prescribed under Section 133 of the

Companies Act 2013, read with Rule 3 of the Companies (Indian Accounting Standards) Rules,

2015, as amended (“IND-AS”). Accordingly, the annual audited consolidated financial statements of the Issuer as at and for the years ended March 31, 2017, 2018 and 2019 and the

unaudited consolidated interim financial statements of the Issuer as at and for the half-year

ended September 30, 2019 and unaudited consolidated interim financial statements of the Issuer

as at and for the nine months ended December 31, 2019 have each been prepared in accordance




11

with IND-AS The annual audited consolidated financial statements of the Issuer as at and for

the years ended March 31, 2017, 2018 and 2019 are herein referred to as the “Consolidated Financial Statements”.

The annual audited standalone financial statements of the Company as at and for the years

ended March 31, 2017, 2018 and 2019 and the unaudited standalone interim financial statements of the Company as at and for the half-year ended September 30, 2019 and the

unaudited consolidated interim financial statements of the Company as at and for the nine

months ended December 31, 2019 have been prepared in accordance with IND-AS. The annual

audited standalone financial statements of the Company as at and for the years ended March 31, 2017, 2018 and 2019 are herein referred to as the “Standalone Financial Statements”.

In making an investment decision, investors must rely on their own examination of the Issuer,

the terms of the offering and the financial information contained in this Information

Memorandum. Information in the Consolidated Financial Statements and the Standalone

Financial Statements is, unless otherwise stated therein, stated in Indian Rupees in “crore” or

“lakh”. One crore is equal to 10 million Rupees and 10 lacs is equal to one million Rupees. The annual audited consolidated financial statements of the Issuer and the annual audited standalone

financial statements of the Company as at and for the year ended March 31, 2017 have been

audited by Messrs Deloitte Haskins & Sells, Chartered Accountants. The annual audited

consolidated financial statements of the Issuer and the annual audited standalone financial statements of the Company as at and for the year ended March 31, 2018 and March 31, 2019

have been audited by Messrs B S R & Co. LLP, Chartered Accountants. The unaudited

consolidated interim financial statements of the Issuer and the unaudited standalone interim financial statements of the Company as at and for the half-year ended September 30, 2019, have

each been reviewed by Messrs B S R & Co. LLP, Chartered Accountants.

8.2 Non-GAAP Financial Measures

As used in this Information Memorandum, a non-GAAP financial measure is one that purports to measure historical financial performance, financial position or cash flows, From time to time,

reference is made in this Information Memorandum to such “non-GAAP financial measures”,

including EBITDA, or (unless otherwise specified) profit before other income and finance costs, tax expense/benefit, depreciation, amortization and exceptional items and share of

profit/loss from joint ventures (net), and net debt, or (unless otherwise specified) non-current

borrowings plus current borrowings plus current maturities of long term borrowings plus current maturities of finance lease obligations, if any, minus cash and cash equivalents, bank

balances other than cash and cash equivalents and current investments. The Issuer’s

management believes that EBIT, EBITDA, EBITDA/revenue from operations, profit before

tax/revenue from operations, net debt, net worth, net debt to equity ratio, average net worth, return on average net worth, return on average capital employed and other non-GAAP financial

measures provide investors with additional information about the Issuer’s performance, as well

as ability to incur and service debt and fund capital expenditure, and are measures commonly used by investors.

8.3 Comparability of financials

The financial results have been prepared in accordance with the recognition and measurement principles under Ind AS as prescribed under Section 133 of the Companies Act, 2013 read with

the relevant rules issued thereunder and the other accounting principles generally accepted in

India.




12

The Government of India introduced the Goods and Services Tax (GST) with effect from July

1, 2017. GST is collected on behalf of the Government and no economic benefit flows to the entity and hence Revenue from Operations under GST regime is presented excluding GST as

per Ind AS. However, Revenue from Operations under pre-GST regime included Excise Duty

which is now subsumed in GST. Consequently, the figures for the year ended March 31, 2019 are not comparable with the previous periods.

Effective April 1, 2018, Ind AS 115 -'Revenue from contracts with customers' has replaced Ind

AS 18 - 'Revenue' and Ind AS 11 - 'Construction contracts'. The Issuer has adopted modified

retrospective approach as per para C3(b) of Ind AS 115 to the contracts that were not completed as on April 1, 2018 and the cumulative effect of applying the standard is recognised at the date

of initial application i.e. April 1, 2018 as an adjustment to other equity in accordance with para

C7 of Ind AS 115. As permitted by the transition provision, the comparatives have not been restated. The application of Ind AS 115 did not have any material impact on the standalone

financial results of the Issuer.

The impact of application of Ind AS 115 on the consolidated financial results mainly arises from the 'Hospitality' and 'Real estate' segments. In the Hospitality segment, due to the

application of Ind AS 115, the membership fees and incremental costs to obtain and/or fulfill a

contract with a customer, as applicable, is recognised over the effective membership period.

The previous standard permitted the upfront recognition of the non refundable admission fees on sale of membership. In the Real estate segment, the changes are due to recognition of revenue

from contract with customers based on satisfaction of performance obligation at a point in time

as opposed to previously permitted percentage of completion method.

Previous period's figures have been regrouped/reclassified wherever necessary.

8.4 Rounding

Certain amounts and percentages included in this Information Memorandum have been

rounded. Accordingly, in certain instances, the sum of the numbers in a column may not equal the total figure for that column.

9. DEFINITIONS AND ABBREVIATIONS

In this Information Memorandum, unless the context otherwise requires, the terms defined and abbreviations expanded below shall have the same meaning as stated in this section. References

to statutes, rules, regulations, guidelines and policies will be deemed to include all amendments

and modifications notified thereto.

Further, unless otherwise indicated or the context otherwise requires, all references to “the

Company”, “our Company”, “Mahindra & Mahindra”, “Issuer”, “we”, “us” or “our” is to

Mahindra & Mahindra Limited and references to “you” are to the prospective Eligible Investors

in the Debentures.

9.1 Issuer Related Terms

Term Description

Our Company / the

Company / the Issuer / Mahindra and

Mahindra Limited / we

Mahindra & Mahindra Limited, CIN L65990MH1945PLC004558,

incorporated under the Indian Companies Act, 1913 with registered office at Gateway Building, Apollo Bunder, Mumbai – 400 001




13

Term Description

/ us / our

Articles / Articles of Association

Articles of association of the Issuer, as amended from time to time

Auditors Messrs B S R & Co. LLP, Chartered Accountants, (ICAI Firm

Registration No. 101248W/W-100022)

Board of Directors / Board

The board of directors of the Issuer or any duly constituted committee thereof

Directors The directors of the Issuer

Memorandum or

Memorandum of Association

Memorandum of association of the Issuer, as amended from time to

time

Promoters Promoters of the Issuer are set out in section headed “Promoters of

the Issuer”

Registered Office The registered office of the Issuer is located at Gateway Building, Apollo Bunder, Mumbai – 400 001

9.2 Issue Related Terms

Term Description

Allot/ Allotment/ Allotted

Unless the context otherwise requires or implies, the allotment of the Debentures pursuant to the Issue

Applicable Laws Any statute, national, state, provincial, local, municipal, foreign,

international, multinational or other law, treaty, code, regulation, ordinance, rule, judgment, order, decree, bye-law, approval of any

Governmental Authority, directive, guideline, policy, requirement or

other governmental restriction or any similar form of decision of or

determination by, or any interpretation or administration having the force of law of any of the foregoing by any Governmental Authority

having jurisdiction over the matter in question, whether in effect as of

the date of this Information Memorandum or at any time thereafter in India

Application Form Application form forming part of the PPOAL to be issued by the

Issuer, after completion of the bidding process.

Beneficial Owner(s) Holder(s) of the Debentures in dematerialized form as defined under section 2 of the Depositories Act

Business Day(s) A day other than Saturday and Sunday) on which commercial banks

are closed for business in the city of Mumbai, Maharashtra.

Business Day Convention

In the event that any date on which any Coupon payment (interest) is required to be made by the Issuer is not a Business Day, the

immediately succeeding Business Day shall be considered as the

effective date(s) for that payment. In the event that the Redemption Date(s) in respect of the Debentures is not a Business Day, the

immediately preceding Business Day shall be considered as the

effective date for redemption of Debentures.

Consolidated Debenture Certificate

has the meaning set forth in the Section headed “Issue Procedure”

DRR Debenture redemption reserve required under Section 71 of the

Companies Act

Debt Listing Agreement

Simplified debt listing agreement, as amended from time to time, to be entered into by the Issuer with BSE for the listing of the




14

Term Description

Debentures and any other recognized stock exchange to which the Issuer may apply for the listing of the Debentures subsequently after

giving prior intimation to the Debenture Trustee

Debentures 10,000 unsecured, listed, rated, redeemable, non-convertible

debentures of a face value of Rs. 10,00,000 aggregating to Rs. 10,00,00,00,000

Debenture holders Persons who shall be holders of the Debentures and whose names

shall be into the Register of Debenture holders and shall include the

Beneficial Owners

Default Interest Additional interest at the rate of 2% p.a. on the Debentures in addition

to the payment of Interest and/or the Redemption Amount, as the case

may be payable by the Issuer in case of default in payment of any Interest on the Interest Payment Date and/or Redemption Amount on

the Redemption Date

Debenture

Trustee/Trustee

Trustee for the Debentureholders, in this case being Axis Trustee

Services Limited

Supplementary

Debenture Trustee

Agreement

Means the trust agreement to be entered into between the Debenture

Trustee and the Issuer in relation to the Issue

Debenture Trustee Regulations

Securities and Exchange Board of India (Debenture Trustee) Regulations, 1993, as amended

Deemed Date of

Allotment

April 20, 2020

Default Interest Rate Means an interest rate of 2% p.a.

Depository A depository registered with the SEBI under the Securities and

Exchange Board of India (Depositories and Participant) Regulations,

1996, as amended from time to time, in this case being NSDL and

CDSL

Eligible Investor Has the meaning set forth in “Summary of Key Terms” of this

Information Memorandum

Early Redemption

Date

The date on which the Debenture Trustee gives notice to the Issuer

upon the occurrence of Event of Default

Event of Default Events of default as set out in the “Summary of Key Terms” of this

Information Memorandum

Governmental

Authority

shall mean any:

a) government (central, state or otherwise) or sovereign state; b) any governmental agency, semi-governmental or judicial or

quasi-judicial or administrative entity, department or authority, or

any political subdivision thereof; c) including, without limitation, any stock exchange or any self-

regulatory organization, established under any applicable law

Information

Memorandum

This Information Memorandum dated April 15, 2020

Interest Payment Date Interest payable annually (and if such day is not a Business Day, the

day immediately next to such interest payment date that is a Business

Day) with the first interest payment date falling on April 20, 2021

Interest Period Each period from (and including) any Interest Payment Date/Deemed Date of Allotment to (but excluding) the next succeeding Interest

Payment Date

Interest Rate Interest at the fixed rate of 6.65% per annum payable on an annual




15

Term Description

basis on each Interest Payment Date

Investor(s) Such person who subscribe to this Issue

Issue Issue by way of private placement of Debentures by the Issuer

pursuant to the terms of this Information Memorandum

Record Date The date which is 15 Business Days prior to the Interest Payment Date

and the Redemption Date, as the case may be, for the purposes of actual payment or as may be prescribed by SEBI. Registered

Debenture holders on the Record Date will be the recipients of actual

payment of interest at the Interest Rate by the Issuer

Redemption Amount All principal amounts outstanding shall be payable on the

Redemption Date, as the case may be, in one bullet installment. On

the Redemption Date the accrued interest will also be payable.

Redemption Date The date falling 3 (three) years after the Deemed Date of Allotment, on which the outstanding principal of the Debentures will be repaid

by the Issuer

Register of Debenture

holders

The register maintained by the Issuer at its Registered Office as per

section 88 of the Companies Act, containing the names of the Debenture holders entitled to receive interest in respect of the

Debentures on the Record Date, and shall include the register of

Beneficial Owners maintained by the Depository under section 11 of the Depositories Act

Registered Debenture

holder

The Debenture holder whose name appears in the Register of

Debenture holders or in the beneficial ownership record furnished by

the Depository for this purpose

Registrar/Registrar to

the Issue

Registrar to this Issue, in this case being KFin Technologies Private

Limited

9.3 Conventional and General Terms, Abbreviations and References to Other Business

Entities

Abbreviation Full form

CDSL Central Depository Services (India) Limited

Depositories Act The Depositories Act, 1996, as amended from time to time

Depository Participant/ DP

A depository participant as defined under the Depositories Act

DP ID Depository Participant Identification Number

Financial Year/

Fiscal/ FY

Period of 12 months ended on March 31 of that particular year

Government / GoI Government of the Republic of India

GAAP Generally Accepted Accounting Principles

GAAR General Anti Avoidance Rule

IT Act The Indian Income Tax Act, 1961, as amended from time to time

ICAI Institute of Chartered Accountants of India

IFRS International Financial Reporting Standards

MNC Multi-National Corporations

N.A. Not Applicable

NECS National Electronic Clearing Services

NEFT National Electronic Funds Transfer

Companies Act/ 2013

Act

The Companies Act, 2013, as amended from time to time




16

Abbreviation Full form

NSDL National Securities Depository Limited

PAS Rules Companies (Prospectus and Allotment of Securities) Rules, 2014, as amended from time to time

Pension Fund Established under the Employee’s Pension Scheme, 1995

Provident Fund Established under the Employees’ Provident Funds Scheme, 1952

p.a. Per annum

PAN Permanent Account Number

PPOAL Private Placement Offer cum Application Letter

QIBs / Qualified

Institutional Buyers

Qualified institutional buyers, as defined under Regulation 2(1)(ss) of

the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended

RBI The Reserve Bank of India constituted under the RBI Act

RBI Act Reserve Bank of India Act, 1934, as amended from time to time

RoC / ROC The Registrar of Companies, Mumbai, Maharashtra

RTGS Real Time Gross Settlement

Rs./ INR/ Rupees Indian Rupees

SEBI The Securities and Exchange Board of India constituted under the

SEBI Act

SEBI Act The Securities and Exchange Board of India Act, 1992, as amended from time to time

SEBI Debt

Regulations / SEBI

ILDS Regulations

SEBI (Issue and Listing of Debt Securities) Regulations, 2008 issued

by SEBI, as amended from time to time

SEBI LODR

Regulations

SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015 issued by SEBI, as amended from time to time

WDM Wholesale Debt Market

10. RISK FACTORS

The Issuer believes that the following factors may affect its ability to fulfill its obligations under

the Debentures. All of these factors are contingencies which may or may not occur and the

Issuer is not in a position to express a view on the likelihood of any such contingency occurring. These risks may include, among others, business aspects, equity market, bond market, interest

rate, market volatility and economic, political and regulatory risks and any combination of

these and other risks. Prospective Investors should carefully consider all the information in this

Information Memorandum, including the risks and uncertainties described below, before making an investment in the Debentures. To obtain a complete understanding, prospective

Investors should read this section in conjunction with the remaining sections of this Information

Memorandum, as well as the other financial and statistical information contained in this Information Memorandum. If any of the following risks, or other risks that are not currently

known or are now deemed immaterial, actually occur, the Issuer’s business, results of

operations and financial condition could suffer, the price of Debentures could decline, and the Investor may lose all or part of their investment. More than one risk factor may have

simultaneous effect with regard to the Debentures such that the effect of a particular risk factor

may not be predictable. In addition, more than one risk factor may have a compounding effect

which may not be predictable. No assurance can be given as to the effect that any combination of risk factors may have on the value of the Debentures. The inability of the Issuer to pay

interest, principal or other amounts on or in connection with the Debentures may occur for

other reasons which may not be considered significant risks by the Issuer based on information currently available to them or which they may not currently be able to anticipate. You must rely




17

on your own examination of the Issuer and this Issue, including the risks and uncertainties

involved. The ordering of the risk factors is intended to facilitate ease of reading and reference and does not in any manner indicate the importance of one risk factor over another.

Risks related to the business of the Issuer

Increased competition in the Indian automotive and tractor industry may adversely affect the

Issuer’s results of operations.

With the entry of new players in the market, both in tractor and automotive segment, the

competition intensity of the industry has increased. In addition, the Issuer continues to face

strong competition across product lines from existing Indian automotive and tractor manufacturers. Competition is expected to intensify as Indian automotive and tractor

manufacturers are able to take advantage of strategic alliances with international manufacturers

to improve their manufacturing capabilities, all Original Equipment Manufacturers (“OEMs”) are actively investing in India through specific new product development and product

technology upgrades. Today, multinational OEMs are deeply entrenched in the Indian market

with local development centres, a strong local supplier base and a good channel penetration. As a result, their cost structures have become competitive and their response to market time has

improved. They are launching products developed in India at very competitive price points in

all product sub-segments. In view of this, participation in the Indian market by foreign

manufacturers through technology transfers, joint ventures or direct investments has intensified in recent years and is expected to increase in the future. Foreign companies or joint ventures

manufacturing in India may have greater financial resources and more extensive research and

development resources than the Issuer. Global automotive manufacturers also (have access to their international range of products, which can be introduced in India. India is the world’s

largest tractor market by volume and the Tractor industry has presence of strong domestic as

well as MNC OEMs. There is intense competition in the market with each OEM trying to offer

its unique value proposition to the customer.

It is possible that the domestic and export market share of the Issuer in the sales of vehicles and

tractors could be adversely affected by such increased competition.

Delays in the launch of new models and lower than anticipated market acceptance of new

models may adversely affect the Issuer’s results of operation.

Launching new models ahead of or in competition with the Issuer’s competitors is necessary in

order for the Issuer to operate successfully in the highly competitive automotive vehicle and tractor industries. Further, with greater awareness on air quality and the need to reduce

dependence on fossil fuels, there is a growing trend towards adopting greener and more

sustainable fuels for automobiles.

The launch of new models generally requires substantial capital investment and generally, high initial production costs. If the new models do not perform according to the expectations in the

market, there could be an adverse impact on the cash generation capacity of the Issuer which

may adversely affect the Issuer’s profitability and result of operations.

Economic conditions generally and the performance of the agricultural sector in India have

a significant effect on the sales and operations of the Issuer.

A significant portion of the Issuer’s operations are situated within India and therefore demand for the Issuer’s vehicles and tractors depends to a significant extent on favourable economic




18

conditions and levels of commercial activity in India. In particular, unfavourable weather

conditions may negatively impact the strength of the Indian agricultural sector resulting in lower demand for the vehicles and tractors. As a significant portion of the Issuer’s unit sales of

vehicles and almost all unit sales of tractors are in rural and semi-urban areas, the Issuer’s sales

are influenced significantly by the performance of the agricultural sector in India.

Given that the Issuer’s vehicles and tractors are predominantly purchased on credit, the Issuer’s

business may be negatively affected by increases in interest rates or any decreased availability

of consumer credit. There can be no assurance that there will not be any adverse changes in the

economic conditions of India which may significantly impact the sales and results of operations of the Issuer.

Increased preference for petrol and reduced consumer confidence in diesel fueled vehicles

may affect the Issuer’s operations.

Due to the reduced gap between petrol & diesel prices, the operating cost advantage that diesel

vehicles had over petrol vehicles, is now reduced. Moreover, increased regulation over diesel

vehicles due to environmental concerns poses regulatory uncertainty. Since a significant sales of the Issuer’s automotive products come from diesel vehicles, any decrease in customer

confidence in diesel fueled vehicles may impact the sales and operations of the Issuer.

New regulation for safety and emission may adversely affect the Issuer’s results of operation

The existing emission norms or Bharat Stage (BS) -IV were to be replaced by new BS-VI regulations from April 1, 2020. In the wake of the nationwide lockdown, the Hon’ble Supreme

Court has permitted the registration of not more than 10 percent of the pending BS-IV stock

with vehicle dealers within 10 days of lifting the lockdown in the country. The Ministry of Road Transport and Highways (“MoRTH”) has advised National Informatics Centre (“NIC”) to

facilitate the States /UTs in limited registration of BS-IV vehicles all over India except Delhi/

NCR in compliance with Supreme Court directions contained in its order dated March 27, 2020.

Consequently, the non-salability of existing BS-IV vehicles in Delhi/ NCR and the limited & conditional sale of BS-IV vehicles in rest of the country may impact the sales of the Issuer. The

issuer has been able to clear its BS IV inventory, but for fewer than 100 vehicles.

However, there are many vehicles that are sold, but not yet registered because of the closure of RTOs. The implementation of the BS-VI norms will increase the cost of the

vehicles, and the increase for diesel vehicles may be more than that for petrol vehicles. It may

impact the customer demand for Issuer’s products and may adversely impact the issuer’s operations. Moreover, concerns over safety and environmental protection may drive further

legislation and regulatory reforms and the consequent increase in costs may adversely affect

the Issuer’s result of operations.

Political and economic factors in India may have an adverse effect on the operations of the

Issuer.

A significant portion of the Issuer’s operations are located in India and a significant part of its

revenues are derived from the domestic market. The Issuer itself, and the market price and liquidity of the Debentures, may be affected by foreign exchange rates and controls, interest

rates, changes in Government policy, taxation, social and civil unrest and other political,

economic or other developments in or affecting India.

Any significant change in the Government’s or State government’s economic policies could




19

adversely affect business and economic conditions in India generally, and the Issuer’s business

and financial condition and prospects in particular.

Increased volatility or inflation of commodity prices could adversely affect the Issuer’s

business.

Commodity prices have been muted so far on account of slowdown in global growth and consumption demand. Any increase in the volatility or rate of inflation of global commodity

prices, could adversely affect the Issuer.

In recent months, consumer and wholesale prices in India have stabilized; however, such prices

have exhibited inflationary trends in the past and may continue to do so in the future. The Government’s Wholesale Price Index stood at approximately 2.76 per cent and the Consumer

Price Index stood at approximately 7.35 per cent. (provisional) for the month of December

2019, respectively. Inflation rates in India have been volatile in recent years, and such volatility may continue in the future. Although the RBI has enacted certain policy measures designed to

curb inflation, these policies may not be successful. Increase in inflation in India could cause a

rise in the price of transportation, wages, raw materials and other expenses, and the Issuer may be unable to reduce the costs or pass the increased costs on to its customers by increasing the

price that the Issuer charges for its products/, and the Issuer’s financial condition, cash flows

and results of operations may therefore be adversely affected.

Delay in monsoon or insufficient rains may adversely affect Issuer’s result of operations

A normal monsoon is important for both agriculture as well as the rural economy. The Issuer’s

tractor business in particular and the automotive business, to some degree, run the risk of a drop

in demand in case of a significant variation in the monsoon. In addition, an untimely monsoon and / or significant variation in the monsoon and/or uneven spread have the potential of

adversely impacting the Issuer’s businesses.

The occurrence of natural or man-made disasters could adversely affect the Issuer’s results

of operations.

The occurrence of natural disasters, including hurricanes, floods, earthquakes, tornadoes, fires,

explosions, pandemic disease and man-made disasters, including acts of terrorism and military

actions, could disrupt the Issuer’s operations, production capabilities or distribution chains or damage its facilities located in India or outside of India, including its production facilities or

those of its suppliers or customers. Potential effects may include the damage to infrastructure

and the loss of business continuity and business information. In the event that the Issuer’s facilities are affected by any of these factors, the Issuer’s operations may be significantly

interrupted, which may materially and adversely affect business, financial condition, results of

operations, cash flows and prospects.

Spread of COVID-19 and the consequent nationwide lockdown to impact the Issuer’s

operations and financial condition

The rapid outbreak of the COVID-19 pandemic, has severely impacted the physical and

financial health of the people across the globe. To prevent the contagion in the country, a 21 day nationwide lockdown was announced by the Government of India on March 24, 2020. It

was ordered after a 14-hour voluntary public curfew on March 22, 2020, followed by

enforcement of a series of regulations in the country's COVID-19 affected regions. As a result, the demand of the Issuer’s products has seen a drastic slowdown. Moreover, it has hampered




20

the supply chain for the automotive and tractor industry and hence that will also have an impact

on the supply chain of the Issuer, and this could pose challenges relating to procurement of raw materials in the foreseeable future. The Issuer is also unaware of when the nation-wide

lockdown in India may be lifted. It is likely that the lockdown be extended further, due to the

rapid spread of COVID-19 in India.

A similar lockdown has been announced by several countries, where the Issuer has a business

presence or trade relations. Consequently, it may impact the Issuer’s domestic and foreign

operations.

While, the Issuer will monitor the developments of the COVID-19 situation closely, assess and respond proactively to minimize any adverse impacts on the financial position and operating

results of the Issuer, it is possible that the Issuer’s business, financial condition and results of

operations could be adversely affected due to the COVID-19 pandemic. If the COVID-19 situation persists or worsens, it may adversely impact the Issuer’s business and the financial

condition.

Any major disruption to or failure of the Issuer’s Information Technology (IT) systems may

affect the Issuer

The business activities of the Issuer are supported by extensive IT systems. Any major

disruption to, or failure of, these systems could have an adverse effect on the operations of the

Issuer.

Dependency on a limited number of suppliers for the supply of critical components,

consumables and raw materials used in the manufacture of the Issuer’s products.

The Issuer depends on external suppliers for the supply of raw materials, components and certain spare parts for its products. A significant proportion of the components and raw

materials purchased by the Issuer are sourced from sole suppliers- The failure by a vendor to

adhere to technical specifications, quality requirements and production and delivery schedules

could affect the Issuer’s production, sales and results of production.

There can be no assurance that sole suppliers on whom the Issuer is dependent will not raise

their prices, have quality issues or experience a delay in their ability to produce or deliver

products. If the Issuer is dependent on a sole supplier or a limited number of suppliers for a critical input, the Issuer may find it difficult to replace a supplier on a timely basis and at a

reasonable cost, and the Issuer’s business and results of operations might be affected.

Exchange rate and interest rate fluctuations could adversely affect the Issuer’s results of

operations.

The Issuer’s operations are subject to risk arising from fluctuations in exchange rates with

reference to countries in which it operates or sources its raw materials. These risks primarily

stem from the relative movements of, the US dollar, the Euro, the Chinese Renminbi, Turkish Lira, Korean Won, other applicable foreign currencies and the Indian Rupee.

The exchange rates continue to be volatile. Although the Issuer engages in currency hedging in

order to decrease its foreign exchange exposure, any adverse movement in the foreign currencies may have an adverse effect on the Issuer’s financial condition and results of

operations for the future periods.




21

The issuer is also exposed to volatility and fluctuations in interest rates in the various markets

in which it borrows. Any increase in the interest rates across key economies across the globe including the U.S. could result in slowdown in foreign currency inflows into the country. This

could in turn affect the value of the domestic currency and interest rates. As the Issuer has

significant operations in India and largely accesses the Indian markets for debt financing, this could adversely impact Issuer’s ability to secure financing on favorable terms.

The Issuer is subject to risks associated with product liability, warranty and recall.

The Issuer is subject to risks and costs associated with product liability, warranty and recall

should it supply defective products, parts, or related after-sales services, which could generate adverse publicity and adversely affect its business, results of operations and financial condition.

Such events could also require the Issuer to expend considerable resources in correcting these

problems and could adversely affect demand for its products.

Companies operating in India are subject to a variety of taxes and surcharges which may

affect their performance of the Issuer

Any change in tax or other levies imposed by the central and state governments in India may impact the Issuer’s result of operations. India has traditionally seen differential tax rates

between small and large passenger vehicles, with large passenger being subjected to higher tax

rates. A significant portion of the Issuer’s automotive product portfolio comprises of such large

vehicles. Any future increases or amendments in the tax rates may affect the overall pricing of the products, impacting affordability of the customer. Thus, additional tax burden could

adversely affect the Issuer’s business, cash flows and results of operations.

Inability to obtain adequate funding required to carry out the Issuer’s and its subsidiaries’

future plans for growth may impact the Issuer’s and its subsidiaries’ operations

Disruptions in global credit and financial markets and the resulting governmental actions

around the world could have a material adverse impact on issuer’s ability to meet funding needs.

The Issuer may require access to additional capital in order to carry out day-to-day operations and expansion plans. In the event of adverse market conditions, or if actual expenditure exceeds

planned expenditure, the Issuer’s external financing activities and internal sources of liquidity

may not be sufficient to support current and future operational plans, and the issuer may be forced to, or may choose to, delay or terminate the expansion plans. The issuer’s ability to

arrange external financing and the cost of such financing, as well as Issuer’s ability to raise

additional funds is dependent on numerous factors. These factors inter alia include general economic and capital market conditions, interest rates, credit availability from banks or other

lenders, investor confidence, provisions of tax and securities laws that may be applicable to the

issuer’s efforts to raise capital, the political and economic conditions in the geographic locations

in which the issuer operate, the amount of capital that other entities may seek to raise in the capital markets, the liquidity of the capital markets and issuer’s financial condition and results

of operations.

Further, the Issuer has subsidiaries and joint ventures operating in India and outside of India. Some of these subsidiaries and joint ventures will be listed on stock exchanges in respective

geographies in which they operate. Many of these subsidiaries and joint ventures could also

have trade relationship with the Issuer. Adequate fund availability with these subsidiaries and joint ventures is critical for normal operations of these companies and also for continued trade

relationship if any with the Issuer. Inability to obtain adequate funding, required to carry on

normal course of business, could impact the operations of these subsidiaries and joint ventures




22

operating both in India and outside of India. This could impact the trade relationship of such

subsidiaries and joint ventures with the Issuer. Further, inability to obtain funding required for operations of such subsidiaries and joint ventures, both in India and outside of India, could pose

liquidity challenges and cause these subsidiaries and joint ventures to go in liquidation. Any

such event could inter alia pose an investment impairment risk for the Issuer.

The Issuer’s future success depends on its ability to satisfy changing customer demands by

offering innovative products in a timely manner and maintaining product competitiveness

and quality.

In recent times, customer preferences in certain more mature markets have trended towards smaller and more fuel-efficient and environmentally friendly vehicles. Climate change

concerns, increases in fuel prices, certain government regulations (such as CO2 emissions limits

and higher taxes on vehicles) and the promotion of new technologies have encouraged customers to look beyond standard purchasing factors (such as price, design, performance,

brand image and features). As a result, customers may look to the differentiation of the

technology used in a vehicle or by a manufacturer or provider of this technology. The Issuer’s operations may be significantly impacted if it fails to develop, or experience delays in

developing, fuel-efficient vehicles that reflect changing customer preferences and meet the

specific requirements of government regulations. The Issuer’s competitors may gain significant

advantages if they are able to offer products satisfying customer needs earlier than the Issuer are able to, which could adversely impact the Issuer’s sales, results of operations and financial

condition. Delays or cost overruns in implementing new product launches, expansion plans or

capacity enhancements could also materially and adversely impact the Issuer’s financial condition, results of operations and cash flows.

To stimulate demand, competitors in the automotive industry have offered customers and

dealers price reductions on vehicles and services, which has led to increased price pressures

and sharpened competition within the industry. Since the Issuer is a provider of numerous high-volume models, its profitability and cash flows are significantly affected by the risk of rising

competitive price pressures. Special sales incentives and increased price pressures in the new

vehicle business also influence price levels in the used vehicle market, with a negative effect on vehicle resale values. This could have a negative impact on the profitability of the used

vehicle business in the Issuer’s dealer organization.

There is no assurance that the Issuer’s new models will meet its sales expectations, in which case the Issuer may be unable to realize the intended economic benefits of its investments,

which would materially affect its business, results of operations and financial condition.

Non performance or underperformance of the Issuer’s distribution channels may adversely

affect the Issuer’s sales and results of operations.

The Issuer’s products are sold and serviced through a network of authorized dealers and service

centers across India and through a network of distributors and local dealers in international

markets. The Issuer monitors the performance of its dealers and distributors and to enable them to perform to its expectations. There can be no assurance, however, that the Issuer’s

expectations will be met. Any underperformance by or a deterioration in the financial condition

of the Issuer’s dealers or distributors could materially and adversely affect the Issuer’s sales and results of operations. Further, it could be compelled to provide additional support for

dealers and importers and, under certain circumstances, may even take over their obligations to

customers, which would adversely affect the Issuer’s financial position and results of operations

in the short term.




23

Extended slowdown on automotive industry may affect the performance of the Issuer.

The automotive industry around the world encountered a cyclical slowdown in financial year 2020. Inadequate monsoon, lack of liquidity with non-banking financial companies to extend

credit and uncertainty regarding BS-VI implementation were some of the factors that impacted

the growth of Issuer’s business. If owing to economic conditions & other such factors, the slowdown in the industry in extended, it will have an adverse and material impact on the

performance of the Issuer.

The Issuer may, from time to time, evaluate strategic acquisitions, which may be in various

stages and the final outcome of which is inherently uncertain.

As part of its acquisition strategy, the Issuer may from time to time evaluate strategic

transactions which may be in various stages, including the submission of bids (including

binding bids) for a particular target company or asset and the negotiation of contracts and other items with respect thereto. Although the Issuer conducts business, financial and legal due

diligence in connection with the evaluation of future business or acquisition opportunities, there

can be no assurance such due diligence investigations will identify every matter that could have a material adverse effect on the Issuer should the acquisition take place. These include the

possibility that the acquired business or asset does not perform as expected, the possibility that

the price paid for the acquisition is more than the value that can be derived from such acquisition

and the risk of less cash available for operations and the incurrence of additional indebtedness to finance the acquisition as well as that of the target entity, among others. Any of these factors

could materially and adversely affect the Issuer’s business, financial condition and results of

operations.

External Risk Factors

Any downgrade of India’s sovereign debt rating by an international rating agency could have

a negative impact on the Issuer’s results of operations and financial condition.

Any downgrade of India’s credit rating for domestic and international debt by international rating agencies may adversely impact the Issuer’s ability to raise additional financing and the

interest rates and commercial terms on which such additional financing is available. This could

have an adverse effect on the Issuer’s ability to obtain financing to fund its growth on favourable terms or at all and, as a result, could have a material adverse effect on its results of operations,

financial condition and prospects.

Any legal and regulatory changes in the future could have a negative impact on the Issuer’s

results of operations and financial condition.

Future government policies and changes in laws and regulations in India and comments,

statements or policy changes by any regulator may adversely affect the Issuer’s financial results

and operation, and restrict the Issuer’s ability to perform operations effectively. The timing and content of any new law or regulation is not within the Issuer’s control and such new law,

regulation, comment, statement or policy change could have an adverse effect on its business,

results of operations and financial condition.

Further, the SEBI, the BSE, other recognized stock exchanges where the Issuer may decide to

get the Debentures listed after giving prior intimation to the Debenture Trustee or other

regulatory authorities may require clarifications on this Information Memorandum, which may cause a delay in the issuance of Debentures or may result in the Debentures being materially




24

affected or even rejected.

A slowdown in economic growth in India or certain other countries could cause the Issuer

business to suffer

The Issuer’s performance and the growth of its business are necessarily dependent on the health

of the overall Indian economy. India’s economy could be adversely affected by a general rise in interest rates, inflation, natural disasters, and increase in commodity and energy prices. An

increase in inflation in India could cause a rise in the price of wages or some of the Issuer’s

other expenses. India’s economy has been affected by the current and sustained global

economic uncertainties, including periods of volatility in interest rates, inflation, currency exchange rates, commodity and power prices, adverse conditions affecting agriculture and other

factors. As a result, a slowdown in the Indian and global economies could adversely affect the

Issuer’s business.

If terrorist attacks or social unrest in India increases, the Issuer’s business could be adversely

affected.

India has from time to time experienced instances of civil unrest, terrorist attacks, war and conflicts. Some of India’s neighboring countries have also experienced or are currently

experiencing internal unrests. These events could lead to political or economic instability in

India and may adversely affect the Indian economy, the Issuer’s business, financial condition

and results of operations. India has also experienced social unrest, Naxalite violence and communal disturbances in some parts of the country.

If such tensions occur in places where the Issuer operates or in other parts of the country, leading

to overall political and economic instability, it could adversely affect the Issuer’s business, financial condition and results of operations. Military activity or terrorist attacks in the future

could influence the Indian economy by disrupting communications and making travel more

difficult, and such tensions could create a greater perception that investments in Indian

companies involve higher degrees of risk. Events of this nature in the future, as well as social and civil unrest within other countries in Asia, could influence the Indian economy and the

Issuer’s revenue, operating results and cash flows.

The extent and reliability of Indian infrastructure could adversely affect the Issuer’s results

of operations, financial condition and cash flows.

India’s physical infrastructure is less developed than that of many developed nations. Any

congestion or disruption in its transportation networks, electricity grid, communication systems or any other public facility could disrupt the Issuer’s normal business activity. Any deterioration

of India’s physical infrastructure would harm the national economy, disrupt the transportation

of goods and supplies and add costs to doing business in India. These problems could interrupt

the Issuer’s business operations, which could have an adverse effect on the Issuer’s results of operations, financial condition and cash flows.

Companies operating in India are subject to a variety of central and state government taxes

and surcharges.

Tax and other levies imposed by the central and state governments in India that affect the

Issuer’s tax liability include central and state taxes and other levies, income tax, goods and

services tax, stamp duty and other special taxes and surcharges which are introduced on a temporary or permanent basis from time to time. Moreover, the central and state tax scheme in




25

India is extensive and subject to change from time to time. The statutory corporate income tax

in India in the case of a domestic company, which includes a surcharge on the tax and a health and education cess on the tax and the surcharge, may range up to 34.94 per cent. Additionally,

through the Taxation Laws (Amendment) Ordinance, 2019, the government has also amended

the Income Tax Act, 1961 with effect from April 1, 2019, to provide an option to the domestic companies to pay a reduced statutory corporate income tax of 25.17 per cent. (inclusive of

surcharge and health and education cess), provided such companies do not claim certain

specified deduction or exemptions. Further, where a company has opted to pay the reduced

corporate tax rate of 25.17 per cent., the minimum alternate tax provisions would not be applicable. Thus, the Group’s companies operating in India may choose not to claim any of the

specified deductions or exemptions and claim the lower corporate tax, in which case, the

minimum alternate tax provisions would not be applicable. Alternatively, the Issuer’s companies may choose to pay the higher of corporate tax, i.e., ranging up to 34.94 per cent,

after claiming the applicable deductions and exemptions or the minimum alternate tax at the

rate of 17.47 per cent. Any such future increases or amendments may affect the overall tax efficiency of companies operating in India and may result in significant additional taxes

becoming payable. Additional tax exposure could adversely affect the Issuer’s business and

results of operations.

The Issuer may be affected by competition law in India and any adverse application or

interpretation of the Competition Act could adversely affect its business.

The Competition Act, 2002, as amended (the “Competition Act”), regulates practices having

an appreciable adverse effect on competition in the relevant market in India. Under the Competition Act, any formal or informal arrangement, understanding or action in concert,

which causes or is likely to cause an appreciable adverse effect on competition is considered

void and results in the imposition of substantial monetary penalties. Further, any agreement

among competitors which (i) directly or indirectly determines the purchase or sale prices; (ii) limits or controls production, supply, markets, technical development, investment or provision

of services; (iii) shares the market or source of production or provision of services by way of

allocation of geographical area of market, or type of goods or services, or number of customers in the market or any other similar way; or (iv) directly or indirectly results in bid rigging or

collusive bidding, is presumed to have an appreciable adverse effect on competition. The

Competition Act also prohibits abuse of a dominant position by any enterprise. The Competition Commission of India (the “CCI”), has extra-territorial powers and can investigate

any agreements, abusive conduct or combination occurring outside India if such agreement,

conduct or combination has an appreciable adverse effect on competition in India. However,

the Issuer cannot predict the impact of the provisions of the Competition Act on the agreements entered into by it at this stage. if the Issuer is affected, directly or indirectly, by the application

or interpretation of any provision of the Competition Act, or any enforcement proceedings

initiated by the CCI, or any adverse publicity that may be generated due to scrutiny or prosecution by the CCI or if any prohibition or substantial penalties are levied under the

Competition Act, it would adversely affect the Issuer’s business, financial condition and results

of operations.

Changing laws, rules and regulations and legal uncertainties may adversely affect the

Issuer’s business and financial performance.

The Issuer’s business and operations are governed by various laws and regulations. The Issuer’s

business and financial performance could be adversely affected by any change in laws or interpretations of existing, or the promulgation of new laws, rules and regulations applicable to

the business.




26

For instance, the Government has enacted the Central Goods and Services Act, 2017 and state

specific Goods and Service Tax Acts to lay the framework for a comprehensive national GST regime that combines taxes and levies by the central and state governments into a unified rate

structure. Any future increases in taxes or amendments may affect the overall tax efficiency of

companies operating in India and may result in significant additional taxes becoming payable. If, as a result of a particular tax risk materializing, the tax costs associated with certain

transactions are greater than anticipated, it could affect the profitability of such transactions. In

addition, there are uncertainties and ambiguities in relation the existing tax incentive regime.

Any adverse changes to the incentive scheme may have a material adverse effect on the Issuer’s business, prospects, financial condition and results of operations.

The General Anti-Avoidance Rules (“GAAR”) came into effect on April 1, 2017. In the

absence of any precedents on the subject, the impact of these provisions is uncertain and could result in denial of benefits amongst other consequences.

The Government of India had introduced the Income Computation and Disclosure Standards

(“ICDS”) that is applicable in computing taxable income and payment of income taxes thereon, with effect from assessment year 2017-18. The impact of any future changes in the ICDS on

the tax liability of the Issuer cannot be determined.

Furthermore in the recent years, SEBI has amended the Securities and Exchange Board of India

(Listing Obligations and Disclosure Requirements) Regulations, 2015 to introduce certain additional corporate governance requirements for listed companies, which include among

others, requirements with respect to constitution of the board of directors, secretarial audits to

be conducted and disclosures to be made in the annual report. The Issuer may face challenges in interpreting and complying with such provisions. Further, to ensure compliance with such

requirements, the Issuer may need to allocate additional resources, which may increase the

Issuer’s regulatory compliance costs and divert management attention.

There can be no assurance that the Government or state governments will not implement new regulations and policies, which will require the Issuer to obtain approvals and licenses from the

Government, state government or other regulatory bodies or which will impose onerous

requirements and conditions on the Issuer’s operations. Any such changes and related uncertainties with respect to the implementation of the new regulations may have a material

adverse effect on the Issuer’s business, financial condition, cash flows and results of operations.

Risks Relating to the Issue

The Debentures may not be a suitable investment for all purchasers.

Potential Investors should ensure that they understand the nature of the Debentures and the

extent of their exposure to risk, that they have sufficient knowledge, experience and access to

professional advisers to make their own legal, tax, accounting and financial evaluation of the merits and risks of investment in the Debentures and that they consider the suitability of the

Debentures as an investment in the light of their own circumstances and financial condition.

The Issuer cannot assure you that the Issuer’s Debentures will be listed on the Stock

Exchanges in a timely manner or at all, which may restrict your ability to dispose of the

Debentures.

In accordance with Indian law and practice, permission for listing of the Debentures will not be granted by the Stock Exchanges until after the Debentures offered in this Issue have been




27

allotted. There could be a failure or delay in listing the Debentures on the Stock Exchanges

which would restrict your ability to dispose of the Debentures.

Active trading market for the Issuer’s Debentures may not develop.

The Issuer intends to list the Debentures on the WDM segment of the BSE and such other

recognised stock exchanges that the Issuer may deem fit after giving prior notice to the Debenture Trustee. The Issuer cannot provide any guarantee that the Debentures will be

frequently traded on the BSE or such other stock exchanges on which the Debentures are listed

and that there would be any market for the Debentures. If an active market for the Debentures

fails to develop or be sustained, the trading price of the Debentures could fall. If an active trading market were to develop, the Debentures could trade at prices that may be lower than the

initial offering price of the Debentures. Whether or not the Debentures will trade at lower prices

depends on many factors, including but not limited to : (i) prevailing interest rates and the market for similar securities, (ii) general economic conditions and (iii) the Issuer’s financial

condition, financial performance and future prospects.

You may not be able to recover, on a timely basis or at all, the full value of the outstanding

amounts and/ or the interest accrued thereon in connection with the Debentures.

The Issuer’s ability to pay interest accrued on the Debentures and/ or the principal amount

outstanding in connection therewith would be subject to various factors, including its financial

condition, profitability and the general economic conditions in India. The Issuer cannot assure you that it would be able to repay the principal amount outstanding on the Debentures or the

interest accrued thereon in a timely manner or at all.

Delays in court proceedings in India.

If any dispute arises between the Issuer and any other party, the Issuer or such other party may

need to take recourse to judicial proceedings before courts in India. It is not unusual for court

proceedings in India to continue for extended periods. Disposition of cases may be further

subject to various delays including multiple levels of appellate adjudication.

Compounding of Risks

An investment in the Debentures involves multiple risks and such investment should only be

made after assessing the direction, timing and magnitude of potential future changes in the interest rates, the risks associated with such investments and the terms and conditions of the

Debentures. More than one risk factor may have simultaneous effects with regard to the

Debentures such that the effect of a particular risk factor may not be predictable. In addition, more than one risk factor may have a compounding effect, which may not be predictable. No

assurance can be given as to the effect that any combination of risk factors may have on the

value of the Debentures.

Modification, waivers and substitution

The conditions of the Debentures shall contain provisions for calling meetings of Debenture

holders to consider matters affecting their interests generally. These provisions permit defined

majorities to bind all Debenture holders including Debenture holders who did not attend and vote at the relevant meeting and Debenture holders who voted in a manner contrary to the

majority.




28

Any downgrading in credit rating of the Debentures may affect the value of the Debentures

The Debentures proposed to be issued pursuant to this Information Memorandum have been rated ‘[ICRA] AAA’ with Stable outlook by ICRA. The Issuer cannot guarantee that the ratings

on the Debentures will not be downgraded. A downgrade in the credit ratings may lower the

value of the Debentures.

Changes in interest rates may affect the price of the Issuer’s Debentures.

All securities where a fixed rate of interest is offered, such as the Debentures, are subject to

price risk. Interest rates are highly sensitive and fluctuations thereof are dependent upon many

factors which are beyond the Issuer’s control, including the monetary policies of the RBI, de-regulation of the financial services sector in India, domestic and international economic and

political conditions, inflation and other factors. The price of such securities will vary inversely

with changes in prevailing interest rates, i.e. when interest rates rise, prices of fixed income securities fall and when interest rates drop, the prices increase. The extent of fall or rise in the

prices is a function of the existing coupon, days to maturity and the increase or decrease in the

level of prevailing interest rates. Increased rates of interest, which frequently accompany inflation and/or a growing economy, are likely to have a negative effect on the price of the

Debentures.

Uncertain trading market

The Issuer intends to list the Debentures on the Wholesale Debt Market Segment of the BSE or such other recognized stock exchanges that the Issuer may deem fit after giving prior intimation

to the Debenture Trustee. The Issuer cannot provide any guarantee that the Debentures will be

frequently traded on BSE or such other stock exchanges on which the Debentures are listed and that there would be any market for the Debentures.

The Debentures are subject to stamp duty requirements

Potential purchasers and sellers of the Debentures should be aware that stamp duty in

accordance with the laws and practices of India are required to be paid at the time of issuance of the Debentures and if the tenor of the Debentures is extended. Non-payment of stamp duty

results in the document becoming inadmissible as evidence in Indian courts. Payment and/or

delivery of any amount due in respect of the Debentures will therefore, be conditional upon the payment of all applicable stamp duty.

Potential purchasers and sellers of the Debentures should be aware that they may be required

to pay taxes in accordance with the laws and practices of India.

Payment or delivery of any amount due in respect of the Debentures will be conditional upon

the payment of all applicable taxes, duties or expenses. Potential Investors who are in any doubt

as to their tax position should consult their own independent tax advisers. In addition, potential

investors should be aware that tax regulations and their application by the relevant taxation authorities change from time to time. Accordingly, it is not possible to predict the precise tax

treatment which will apply at any given time.

The Issuer is not required to maintain a debenture redemption reserve (“DRR”)

Pursuant to a Ministry of Corporate Affairs notification dated August 16, 2019 amending

Section 71 of the Companies Act, 2013 and Rule 18 (7) of the Companies (Share Capital and




29

Debentures) Rules, 2014, the Issuer is not required to maintain DRR for debentures issued

through a private placement. Hence, investors shall not have the benefit of reserve funds to cover the re-payment of the principal and interest on the Debentures.

Payments made on the Debentures will be subordinated to payments to secured creditors and

certain tax and other liabilities preferred by law.

The Debentures will be unsecured and will be subordinated to all secured creditors of the Issuer

as well as certain liabilities preferred by law such as to claims of the GoI on account of taxes,

and certain liabilities incurred in the ordinary course of the Issuer’s transactions. In particular,

in the event of bankruptcy, liquidation or winding-up, the Issuer’s assets will be available to pay obligations on the Debentures only after all of those liabilities that rank senior to these

Debentures have been paid. In the event of bankruptcy, liquidation or winding-up, there may

not be sufficient assets remaining, after paying amounts relating to these proceedings, to pay amounts due on the Debentures. Further, there is no restriction on the amount of debt securities

that the Issuer may issue, that may rank above the Debentures. The issue of any such debt

securities may reduce the amount recoverable by investors in the Debentures on the Issuer’s bankruptcy, winding-up or liquidation.

11. ISSUER INFORMATION

11.1 Issuer Information

Name: Mahindra & Mahindra Limited

Registered Office: Gateway Building, Apollo Bunder, Mumbai – 400 001

Corporate office Mahindra Towers, 5th Floor, Dr. G. M. Bhosale Marg,

Worli, Mumbai – 400 018

Phone No.: +91-22-2497 5074

Fax No.: +91-22-2490 0833

Email: [email protected]; [email protected]

Website: www.mahindra.com

Compliance Officer Mr. Narayan Shankar, Executive Vice President &

Company Secretary

Address: Mahindra Towers, 5th Floor, Dr. G.M. Bhosale Marg, P. K. Kurne Chowk,

Worli, Mumbai – 400 018.

Tel: +91-22-2497 5074 Email: [email protected]

Chief Financial Officer Dr. Anish Shah

Address: Mahindra Towers,

Dr. G.M. Bhosale Marg, P. K. Kurne Chowk, Worli, Mumbai – 400 018.

Tel: +91 22 2491 6726


Debenture Trustee Axis Trustee Services Limited

Address: The Ruby, 2nd Floor SW, 29 Senapati Bapat

Marg, Dadar West, Mumbai – 400 028

Contact Person: Mr. Makarand Kulkarni Tel: +91 22 6230 0451

Fax: +91 22 6230 0700


mailto:[email protected]

http://www.mahindra.com/




30

Arranger Axis Bank Limited

Address: Axis House, 8th Floor, C-2, Wadia International Centre, P.B. Marg, Worli, Mumbai, 400 025

Contact Person: Abhishek Lahoti

Tel: 022 – 4202 6695

Fax: +91-22-2425 2800 Email: [email protected]

Registrar KFin Technologies Private Limited

Address: Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad 500 032.

Contact Person: Mr. S P Venugopal (GM - Corporate

Registry)

Tel: + 91 40 7961 1000 Fax: +91 40 2331 1968


Credit Rating Agency ICRA Limited Address: Electric Mansion, 3rd Floor,

Appasaheb Marathe Marg, Prabhadevi,

Mumbai - 400025

Tel: +91 22 6169 3300 E-mail: [email protected]

Auditors: Messrs B S R & Co. LLP, Chartered Accountants, (ICAI Firm Registration No. 101248W/W-100022)

Address: 5th Floor, Lodha Excelus, Apollo Mills

Compound N M Joshi Marg, Mahalaxmi Mumbai 400011

Tel: +91 22 4345 5300 Fax: +91 22 4345 5399

Legal Counsel to the Issuer: Khaitan & Co.

Address: One Indiabulls Centre, 13th Floor, Tower 1, 841 Senapati Bapat Marg, Mumbai-400 013

Phone: +91-22-66365000

Fax: +91-22-66365050

11.2 A Brief Summary of the Business / Activities of the Issuer and its line of business.

Founded in 1945 as a steel trading company, the Issuer entered into automotive manufacturing

in 1947 to bring the iconic ‘Willys Jeep’ onto the Indian roads. Over the years, the Issuer has

diversified into many new businesses in order to meet the needs of their customers. The Issuer follows a unique business model of creating empowered companies that enjoy the best of

entrepreneurial independence and group wide synergies.

This principle has led the growth into a USD 20.7 billion multinational group. Headquartered

in India, the Issuer employs 240,000 employees in over 100 countries.

The Issuer’s federated structure enables each business to chart its own future and

simultaneously leverage synergies across the entire group’s competencies. In this way, the

diversity of expertise allows the Issuer to bring their customers the best in many fields.

11.3 Brief History:

The Issuer was incorporated and registered in India under the Indian Companies Act, 1913 on

mailto:[email protected]




31

October 2, 1945 as Mahindra & Mohammed Limited. The name of the Issuer was changed to

Mahindra & Mahindra Limited on January 13, 1948.

The registered office of the Issuer is situated at Gateway Building, Apollo Bunder, Mumbai

400 001. The equity shares of the Issuer are currently listed on BSE and NSE. The global

depository receipts of Issuer’s Promoter are listed on the Luxembourg Stock Exchange and are also admitted for trading on International Order Book of the London Stock Exchange.

The Issuer is engaged in the automotive, tractor and farm mechanisation sectors. The Issuer is

inter alia, engaged in the business of manufacture and sale of tractors, general-purpose utility

vehicles, light commercial vehicles, three-wheelers and trucks and buses and develops farm mechanisation solutions which help enhance farm productivity.

11.4 Automotive Business

In 1947, the Issuer introduced India to the utility vehicle. More than 75 years later, it is still one of India’s leading utility vehicle (UV) companies. In addition to making groundbreaking UVs

like the XUV 500, Scorpio and Bolero, the Issuer offers private vehicles, pickups, and

commercial vehicles that are rugged, reliable, environmentally friendly and fuel-efficient. The Issuer has launched several new products in the recent past. These new launches were across

various product categories and have helped the Issuer to strengthen it’s presence across industry

segment. The Issuer has global presence and the Issuer’s vehicles can be found on the roads-

both paved and unpaved- of Australia, Europe, Latin America and South Africa. The Issuer continues to grow its presence in the neighboring markets of Sri Lanka, Nepal, Bangladesh and

Bhutan.

11.5 Farm Equipment Business

The Issuer began manufacturing tractors in the early 1960s for the Indian market. Nearly 60

years later, the Issuer is the number one tractor company in the world (by volume). The Issuer’s

products are making farms more prosperous in more than forty countries on six continents.

Following its vision of ‘Farm-Tech Prosperity’, the Issuer has expanded into farm-support services, including agri-mechanization solutions as well as market linkages, distribution, agri-

support information and counseling. Today, the Issuer has footprints in the United States,

Australia, New Zealand, Africa. Latin America, South Asia (Sri Lanka, Bangladesh, and Nepal) and Turkey. The Issuer is also strengthening its global presence and product portfolio in the

farm equipment business through strategic partnerships with farm equipment & agricultural

equipment manufacturers in Japan, Finland, and Turkey.

11.6 Corporate Structure of the Issuer (list of subsidiaries)

11.6.1 Details of the Issuer's subsidiaries (basis consolidated financial statements) at the end of

the reporting period are as follows:

Name of the Subsidiary Place of

Incorporatio

n and Place

of Operation

Proportion of ownership

interest *

Proportion of

voting power

where different

As at March 31, As at March 31,

2019 2018 2019 2018

Mahindra Vehicle Manufacturers

Limited

India 100.00% 100.00%




32


Incorporatio

n and Place

of Operation


interest *

Proportion of

voting power

where different


2019 2018 2019 2018

Mahindra Heavy Engines Limited India 100.00% 100.00%

Mahindra Electric Mobility Limited India 99.45% 99.13%

Mahindra Trucks and Buses Limited India 100.00% 100.00%

Mahindra Automobile Distributor

Private Limited

India 100.00% 100.00%

NBS International Limited India 100.00% 100.00%

Mahindra Automotive Australia Pty.

Limited

Australia 100.00% 100.00%

Ssangyong Motor Company South Korea 74.65% 72.46%

Ssangyong Motor (Shanghai) Company

Limited

China 74.65% 72.46% 100.00% 100.00%

Ssangyong European Parts Center B.V. Netherlands 74.65% 72.46% 100.00% 100.00%

Mahindra Europe S.r.l. Italy 100.00% 100.00%

Mahindra and Mahindra South Africa (Proprietary) Limited

South Africa 100.00% 100.00%

Mahindra Graphic Research Design

S.r.l.

Italy 100.00% 100.00%

Mahindra West Africa Ltd Nigeria 100.00% 100.00%

Gromax Agri Equipment Limited India 60.00% 60.00%

Auto Digitech Private Limited India 100.00% 100.00%

Kota Farm Services Limited India 47.81% 47.81% 51.02% 51.02%

Trringo.com Limited India 100.00% 100.00%

Mahindra USA Inc. U.S.A. 100.00% 100.00%

Mitsubishi Mahindra Agricultural

Machinery Co., Ltd **

Japan 66.67% 66.67%

Mitsubishi Noki Hanbai co., Ltd. Japan 66.67% 66.67% 100.00% 100.00%

Ryono Factory co., Ltd. Japan 66.67% 66.67% 100.00% 100.00%

Ryono Engineering co., Ltd. Japan 66.67% 66.67% 100.00% 100.00%

Daiya Computer Services co., Ltd. Japan 66.67% 66.67% 100.00% 100.00%

Ryono Asset Management co., Ltd. Japan 66.67% 66.67% 100.00% 100.00%

Mahindra Mexico S. de. R. L Mexico 100.00% 100.00%

Mahindra do Brasil Industrial Ltda Brazil 100.00% 100.00%

Hisarlar Makina Sanayi ve Ticaret

Anonim Şirketi

Turkey 86.80% 77.18%

Hisarlar İthalat İhracat Pazarlama

Anonim Şirketi

Turkey 86.80% 77.18% 100.00% 100.00%

Mahindra & Mahindra Financial

Services Limited

India 51.43% 51.46%

Mahindra Insurance Brokers Limited India 41.14% 41.17% 80.00% 80.00%

Mahindra Rural Housing Finance

Limited

India 46.24% 45.80% 89.91% 89.00%




33


Incorporatio

n and Place

of Operation


interest *

Proportion of

voting power

where different


2019 2018 2019 2018

Mahindra Asset Management Company

Private Limited

India 51.43% 51.46% 100.00% 100.00%

Mahindra Trustee Company Private Limited

India 51.43% 51.46% 100.00% 100.00%

Mahindra Lifespace Developers Limited

India 51.49% 51.51%

Mahindra Infrastructure Developers

Limited

India 51.49% 51.51% 100.00% 100.00%

Mahindra World City (Maharashtra)

Limited

India 51.49% 51.51% 100.00% 100.00%

Mahindra Integrated Township Limited India 37.77% 37.79% 73.36% 73.36%

Knowledge Township Limited India 51.49% 51.51% 100.00% 100.00%

Mahindra Residential Developers

Limited

India 37.77% 37.79% 100.00% 100.00%

Industrial Township (Maharashtra)

Limited

India 51.49% 51.51% 100.00% 100.00%

Anthurium Developers Limited India 51.49% 51.51% 100.00% 100.00%

Mahindra Water Utilities Limited India 50.97% 51.00% 99.00% 99.00%

Rathna Bhoomi Enterprises Private Limited

India 51.49% 51.51% 100.00% 100.00%

Deep Mangal Developers Private

Limited

India 51.49% 51.51% 100.00% 100.00%

Moonshine Construction Private

Limited

India 51.49% 51.51% 100.00% 100.00%

Mahindra Consulting Engineers

Limited

India 88.35% 84.78%

Mahindra Holidays & Resorts India

Limited

India 67.64% 67.71%

Mahindra Hotels and Residences India

Limited

India 67.64% 67.71% 100.00% 100.00%

Gables Promoters Private Limited India 67.64% 67.71% 100.00% 100.00%

Heritage Bird (M) Sdn. Bhd. Malaysia 67.64% 67.71% 100.00% 100.00%

Infinity Hospitality Group Company

Limited

Thailand 50.04% 50.09% 100.00% 100.00%

MH Boutique Hospitality Limited @ Thailand 33.14% 33.18% 49.00% 49.00%

MHR Holdings (Mauritius) Limited Mauritius 67.64% 67.71% 100.00% 100.00%

Covington S.a.r.l. Luxembourg 67.64% 67.71% 100.00% 100.00%

HCR Management Oy Finland 67.64% 67.71% 100.00% 100.00%

Holiday Club Resort Oy Finland 65.25% 64.43% 96.47% 95.16%

Kiinteistö Oy Himos Gardens Finland 65.25% 64.43% 100.00% 100.00%

Suomen Vapaa-aikakiinteistöt Oy LKV Finland 65.25% 64.43% 100.00% 100.00%

Kiinteistö Oy Himoksen Tähti 2 (up to

May 15, 2018)

Finland - 64.43% - 100.00%




34


Incorporatio

n and Place

of Operation


interest *

Proportion of

voting power

where different


2019 2018 2019 2018

Kiinteistö Oy Vanha Ykköstii Finland 65.25% 64.43% 100.00% 100.00%

Kiinteistö Oy Katinnurkka Finland 65.25% 64.43% 100.00% 100.00%

Kiinteistö Oy Tenetinlahti Finland 65.25% 64.43% 100.00% 100.00%

Kiinteistö Oy Mällösniemi Finland 65.25% 64.43% 100.00% 100.00%

Kiinteistö Oy Rauhan Ranta 1 Finland 65.25% 64.43% 100.00% 100.00%

Kiinteistö Oy Rauhan Ranta 2 Finland 65.25% 64.43% 100.00% 100.00%

Kiinteistö Oy Tiurunniemi Finland 65.25% 64.43% 100.00% 100.00%

Kiinteistö Oy Rauhan Liikekiinteistöt 1 Finland 65.25% 64.43% 100.00% 100.00%

Supermarket Capri Oy Finland 65.25% 64.43% 100.00% 100.00%

Kiinteistö Oy Kylpyläntorni 1 Finland 65.25% 64.43% 100.00% 100.00%

Kiinteistö Oy Spa Lofts 2 Finland 65.25% 64.43% 100.00% 100.00%

Kiinteistö Oy Spa Lofts 3 Finland 65.25% 64.43% 100.00% 100.00%

Kiinteistö Oy Kuusamon Pulkkajärvi 1 Finland 65.25% 64.43% 100.00% 100.00%

Ownership Services Sweden Ab Sweden 65.25% 64.43% 100.00% 100.00%

Are Villas 1 AB Sweden 65.25% 64.43% 100.00% 100.00%

Are Villas 2 AB Sweden 65.25% 64.43% 100.00% 100.00%

Are Villas 3 Ab Sweden 65.25% 64.43% 100.00% 100.00%

Holiday Club Sweden Ab Åre Sweden 65.25% 64.43% 100.00% 100.00%

Holiday Club Sport and Spahotels AB Sweden 33.28% 32.86% 51.00% 51.00%

Holiday Club Rus LLC Russia 65.25% 64.43% 100.00% 100.00%

Holiday Club Canarias Investments

S.L.

Spain 65.25% 64.43% 100.00% 100.00%

Holiday Club Canarias Sales &

Marketing S.L.

Spain 65.25% 64.43% 100.00% 100.00%

Holiday Club Canarias Resort

Management S.L.

Spain 65.25% 64.43% 100.00% 100.00%

Arabian Dreams Hotel Apartments

LLC @

U.A.E 33.14% 33.18% 49.00% 49.00%

Mahindra Two Wheelers Limited India 92.88% 92.25%

Mahindra Two Wheelers Europe Holdings S.a.r.l.

Luxembourg 100.00% 100.00%

Peugeot Motocycles S.A.S. France 51.00% 51.00%

Peugeot Motocycles Deutschland

GmbH

Germany 51.00% 51.00% 100.00% 100.00%

Peugeot Motocycles Italia S.p.A. Italy 51.00% 51.00% 100.00% 100.00%

Mahindra Tractor Assembly Inc. U.S.A. 100.00% 100.00%

Mahindra Agri Solutions Limited India 98.40% 98.40%

Automobili Pininfarina GmbH (w.e.f.

May 7, 2018) (Formerly known as Blitz

18-371 GmbH)

Germany 100.00%




35


Incorporatio

n and Place

of Operation


interest *

Proportion of

voting power

where different


2019 2018 2019 2018

Mahindra Susten Bangladesh Private

Limited (w.e.f. April 19, 2018)

Bangladesh 100.00%

SsangYong Australia Pty Limited (w.e.f. July 31, 2018)

Australia 74.65% 100.00%

Mahindra Automotive Mauritius Limited (w.e.f. November 6, 2018)

Mauritius 100.00%

Mahindra Summit Agriscience Limited

(w.e.f. October 9, 2018)

India 98.40% 100.00%

PT Mahindra Accelo Steel Indonesia

(w.e.f. December 19, 2018)

Indonesia 99.96%

MRHFL Employee Welfare trust

(ESOP)

India 46.24% 100.00%

MSPE Urja s.r.l. (w.e.f. 29th March,

2019)

Italy 100.00%

Automobili Pininfarina Americas Inc.

(w.e.f. January 15, 2019) (Formerly

known as Harkey Acquisition, L.L.C.)

USA 100.00%

Mahindra EPC Irrigation Limited

(Formerly known as EPC Industrie

Limited)

India 54.58% 54.65%

Mahindra HZPC Private Limited India 58.99% 58.99% 59.95% 59.95%

Mahindra Greenyard Private Limited India 59.04% 59.04% 60.00% 60.00%

OFD Holding BV Netherlands 81.77% 83.09% 83.09%

Origin Direct Asia Ltd. Hong Kong 49.06% 83.09% 60.00% 100.00%

Origin Fruit Direct B.V. Netherlands 81.77% 83.09% 100.00% 100.00%

Origin Fruit Services South America

SpA

Chile 81.77% 83.09% 100.00% 100.00%

Origin Direct Asia (Shanghai) Trading

Co. Ltd.

China 81.77% 83.09% 100.00% 100.00%

Bristlecone Limited Cayman

Islands

75.17% 75.29%

Bristlecone Consulting Limited Canada 75.17% 75.29% 100.00% 100.00%

Bristlecone (Malaysia) Sdn. Bhd. Malaysia 75.17% 75.29% 100.00% 100.00%

Bristlecone International AG Switzerland 75.17% 75.29% 100.00% 100.00%

Bristlecone UK Limited U.K. 75.17% 75.29% 100.00% 100.00%

Bristlecone Inc. U.S.A. 75.17% 75.29% 100.00% 100.00%

Bristlecone Middle East DMCC U.A.E. 75.17% 75.29% 100.00% 100.00%

Bristlecone India Limited India 75.17% 75.29% 100.00% 100.00%

Bristlecone GmbH Germany 75.17% 75.29% 100.00% 100.00%

Bristlecone (Singapore) Pte. Limited Singapore 75.17% 75.29% 100.00% 100.00%

Mahindra Intertrade Limited India 100.00% 100.00%

Mahindra Steel Service Centre Limited India 61.00% 61.00%

Mahindra Electrical Steel Private India 100.00% 100.00%




36


Incorporatio

n and Place

of Operation


interest *

Proportion of

voting power

where different


2019 2018 2019 2018

Limited

Mahindra Auto Steel Private Limited India 51.00% 51.00%

Mahindra MiddleEast Electrical Steel

Service Centre (FZC)

U.A.E. 90.00% 90.00%

Mahindra Holdings Limited India 100.00% 100.00%

Mahindra Overseas Investment

Company (Mauritius) Limited

Mauritius 100.00% 100.00%

PMTC Engineering SpA (Formerly

known as Mahindra Racing S.p.A.)

Italy 51.00% 100.00% 100.00%

Mahindra Racing UK Limited U.K. 100.00% 100.00%

Mahindra Susten Private Limited India 100.00% 100.00%

Mahindra Renewables Private Limited India 100.00% 100.00%

Cleansolar Renewable Energy Private

Limited

India 100.00% 100.00%

MachinePulse Tech Private Limited India 100.00% 100.00%

Divine Solren Private Limited India 100.00% 100.00%

Neo Solren Private Limited India 100.00% 100.00%

Marvel Solren Private Limited India 100.00% 100.00%

Astra Solren Private Limited India 100.00% 100.00%

Mega Suryaurja Private Limited India 100.00% 100.00%

Mahindra Engineering and Chemical

Products Limited

India 100.00% 100.00%

Retail Initiative Holdings Limited India 100.00% 100.00%

Mahindra Retail Limited India 100.00% 100.00%

Mahindra Defence Naval Systems Limited

India 100.00% 100.00%

Mahindra Defence Systems Limited India 100.00% 100.00%

Mahindra First Choice Wheels Limited India 51.00% 51.06%

Mahindra First Choice Services

Limited

India 100.00% 100.00%

Mahindra Namaste Limited India 88.35% 84.78% 100.00% 100.00%

Mahindra Integrated Business Solutions

Private Limited

India 100.00% 100.00%

Mahindra ‘Electoral Trust’ Company India 100.00% 100.00%

Mahindra eMarket Limited India 83.47% 83.47% 100.00% 100.00%

Orizonte Business Solutions Limited India 92.24% 92.25% 98.66% 98.66%

Mahindra Construction Company

Limited

India 65.39% 65.40% 91.66% 91.66%

Officemartindia.com Limited India 50.00% 50.00%

Mahindra & Mahindra Contech

Limited @

India 46.66% 46.66%




37


Incorporatio

n and Place

of Operation


interest *

Proportion of

voting power

where different


2019 2018 2019 2018

Mumbai Mantra Media Limited India 100.00% 100.00%

Mahindra Airways Limited India 100.00% 100.00%

Mahindra Marine Private Limited India 81.58% 81.58%

Mahindra MSTC Recycling Private

Limited

India 50.00% 50.00%

Mahindra & Mahindra Financial

Services Limited ESOP Trust

India 51.43% 51.46% 100.00% 100.00%

Mahindra Holidays & Resorts India

Limited ESOP Trust

India 67.64% 67.71% 100.00% 100.00%

M&M Benefit Trust India 100.00% 100.00%

Mahindra & Mahindra ESOP Trust India 100.00% 100.00%

Sunrise Initiatives Trust India 100.00% 100.00%

Mahindra First Choice Wheels Limited

ESOP Trust

India 51.00% 51.06% 100.00% 100.00%

Mahindra Consulting Engineers

Limited ESOP Trust

India 88.35% 84.78% 100.00% 100.00%

Mahindra Waste To Energy Solutions

Limited

India 100.00% 100.00%

Mahindra Telecom Energy

Management Services Limited

India 100.00% 100.00%

Mahindra Fresh Fruits Distribution

Holding Company (Europe) B.V

Netherlands 98.40% 98.40% 100.00% 100.00%

Mahindra Automotive North America

Inc.

USA 100.00% 100.00%

Mahindra Vehicle Sales and Service

Inc.

USA 100.00% 100.00%

Mahindra North American Technical

Center, Inc.

USA 100.00% 100.00%

Erkunt Traktor Sanayii A.S (Tractor) Turkey 100.00% 100.00%

Erkunt Sanayi A.S. - (Foundry) Turkey 98.69% 98.69%

Mahindra Logistics Limited India 58.52% 58.77%

Lords Freight (India) Private Limited India 48.53% 35.26% 82.92% 60.00%

2 x 2 Logistics Private Limited India 32.19% 32.33% 55.00% 55.00%

Holiday Club Canarias Vacation Club

SLU (formerly Passeport Sante SL)(w.e.f. December 18, 2018)

Spain 65.25% 100.00%

New Democratic Electoral Trust @ India 27.24% 46.64%

Mahindra Armored Vehicles Jordan

LLC (w.e.f. 31st March, 2019)

Jordan 88.00% 100.00%

Mahindra Bloomdale Developers

Limited (w.e.f. May 28, 2018)

(Formerly known as Mahindra Bebanco

Developers Limited)

India 51.49% 100.00%

Mahindra Emirates Vehicle Armouring U.A.E. 88.00% 88.00% 88.00%




38


Incorporatio

n and Place

of Operation


interest *

Proportion of

voting power

where different


2019 2018 2019 2018

FZ-LLC

* excluding shares issued to ESOP Trusts of the respective entities/their holding companies but

not allotted to employees.

@ entities have been treated as subsidiaries even though the Issuer holds less than half of the

voting power in these entities as it has unilateral control over the investees due to other factors

that give power like control over composition of board, management control etc.

** In addition to JPY750 million Common Stock (which represents 33.33% of the Common

stock), the Issuer owns the entire JPY2250 million “Class A” shares (shares with no voting rights); “Class A” shares have rights over dividend and liquidation on an equal basis with

Common Stock.

Details of Non-Wholly Owned Subsidiaries that have material Non Controlling Interest

Sr. No. Name of the

Subsidiary

Place of

Incorporation

and Place of

Operation

Proportion of

Ownership Interest and

voting rights held by non

controlling interests

Profit / (Loss)

allocated to non

controlling interest

Accumulated non

Controlling Interest

2019 2018 2019 2018 2019 2018

1. Mahindra &

Mahindra Financial

Services Limited

India 48.57% 48.54% 734.06 526.35 5,298.03 4,681.61

2. Ssangyong Motor

Company

South Korea 25.35% 27.54% (92.67) (144.93) 1,102.69 1,243.23

3. Individually

Immaterial Non

Controlling Interest

60.00 65.99 1,959.85 2,325.63

Total 701.39 447.40 8,360.57 8,250.47

Mahindra & Mahindra Financial Services Limited's Principal Activity - Financing of Automotive vehicles.

Ssangyong Motor Company's Principal Activity - Manufacturing & selling of vehicles & automotive parts

11.7 Key Operational and Financial Parameters

A brief overview of the financial performance of the Issuer for the past 3 (three) audited financial years and audited performance for the half year ended September 30, 2019, is given

below:




39

11.7.1 Standalone Basis

(Rs. in crores)

Particulars March 31, 2019

(Ind AS

Audited)

March 31, 2018 (Ind

AS Audited)

March 31, 2017 (Ind

AS Audited)

Net worth 34,209 30,294 26,786

Total Debt 2,572 2,959 2,852

Of which - Long Term

Borrowings

2,032 2,196 2,234

- Short term Borrowings 449 668 539

- Current Maturities of Long

term Borrowings

91 94 78

Net Fixed Assets 12,502 10,988 9,811

Non-Current Assets 34,626 30,966 27,360

Cash and Cash Equivalents 3,732 2,894 1,687

Current Investments 2,984 3,937 3,607

Current Assets 18,071 16,480 12,608

Current Liabilities 14,334 13,329 9,634

Net Sales 53,614 49,445 47,384

EBIDTA 6,640 6,224 4,515

EBIT 6,468 5,781 4,334

Interest 113 112 160

PAT 4,796 4,356 3,643

Dividend declared 1,057 932 807

Current Ratio 1.26 1.24 1.31

Interest Coverage Ratio 30.89 28.11 21.24

Gross Debt/Equity Ratio 0.08 0.10 0.11

Debt Service Coverage

Ratios

8.63 5.97 5.27

11.7.2 Standalone Basis

(Rs. in Crore)

Parameters

September 30, 2019

Net-worth (Total Equity) 36,601

Total Debt 2,467

(a) Non-Current Maturities of Long Term Borrowing 2,010

(b) Short Term Borrowing 362

(c) Current Maturities of Long Term Borrowing 95

Net Fixed Assets (Property, plant and equipment and Capital work-in-

progress)

13,476

Non-Current Assets 36,250

Cash and Cash Equivalents 2,749

Current Investments 3,075

Current Assets 16,886

Current Liabilities 12,039

Net Sales 23,999

EBITDA excl. Other Income 3,014

EBIT 3,075




40

Parameters

September 30, 2019

Interest 57

PAT 3,526

Interest coverage ratio 29.08

Debt/ equity ratio 0.07

Debt service coverage ratio 8.68

11.7.3 Consolidated Basis:

(Rs. in Crore)

Parameters

March 31, 2019 (Ind

AS Audited)

March 31, 2018

(Ind AS

Audited)

March 31, 2017

(Ind AS

Audited)

Net-worth 39,983 36,775 29,738

Total Debt 70,854 55,898 48,763

(a) Long Term Borrowing 43,526 33,809 30,125

(b) Short Term Borrowing 10,541 11,326 10,122

(c) Current Maturities of Long

Term Borrowing

16,781 10,763 8,516

Net Fixed Assets 33,743 30,451 25,268

Non-Current Assets 93,986 78,135 65,954

Cash and Cash Equivalents 8,735 6,548 4,654

Current Investments 6,107 5,350 4,701

Current Assets 69,406 59,076 48,788

Current Liabilities 58,743 49,150 39,832

Net Sales 104,721 93,265 88,983

Interest 5,021 3,987 3,648

PAT 6,017 7,958 4,051

Dividend amounts paid 1,134 963 936

Since the consolidated financials include financial services companies, EBITDA and EBIT

has not been computed.

11.7.4 Consolidated Financials

(Rs. in Crore)

Parameters

September 30, 2019

Net-worth 41,164

Total Debt 79,134

(a) Non-Current Maturities of Long Term Borrowing 52,801

(b) Short Term Borrowing 11,370

(c) Current Maturities of Long Term Borrowing 14,958

Net Fixed Assets 36,601

Non-Current Assets 97,955

Cash and Cash Equivalents 5,500

Current Investments 6,310

Current Assets 68,831




41

Parameters

September 30, 2019

Current Liabilities 51,491

Net Sales 49,977

Interest 2,951

PAT 1,263

Since the consolidated financials include financial services companies, EBITDA and EBIT has not been computed

11.7.5 Debt-Equity ratio of the Issuer

Particulars Prior to Issue of

Debentures

After the Issue of the

Debentures

Debt Equity Ratio (Gross) 0.07 0.10

For this disclosure the Issuer has used the figures of audited standalone financials as

on September 30, 2019.

11.7.6 Project Cost and means of financing, in case of funding of new projects:

N.A.

11.8 Information regarding the share capital, capital structure, acquisitions and

amalgamation of the Issuer:

11.8.1 Details of Share Capital as on the quarter ended December 31, 2019:

Share Capital Amount

(Rs.)

Authorized Capital

8,100,000,000 equity shares of Rs. 5 each 40,500,000,000

2,500,000 Unclassified shares of Rs. 100/- each 250,000,000

Total 40,750,000,000

Issued, Subscribed and Paid – up Capital

1,243,192,544 equity shares of Rs.5 each 6,215,962,720

Total 6,215,962,720




42

11.8.2 Changes in its capital structure as on last quarter ended December 31, 2019, for

the last five years:

Date of

Allotment

Number

of Equity

Shares

Face

Value

(Rs.)

Issue

Price

per

share

(Rs.)

Considerat

ion

(Cash,

other than

cash etc.)

Nature of

allotment

Cumulative

No of Equity

Shares

Equity

Share

Capital

(Rs.)

Equity

Share

Premium

in (Rs.)

(per

share)

01.04.2015 - 5 - - - 62,10,92,384 3105461920 -

08.11.2017 5,03,888

5 - - Shares

allotted

pursuant to

Scheme of

Arrangeme

nt between Mahindra

Two

Wheelers

Limited

and

Mahindra

&

Mahindra

Limited

and their

respective Shareholder

s and

Creditors

62,15,96,272

3107981360 -

26.12.2017 62,15,96,2

72

5 - - 1:1 Bonus

issue

1,24,31,92,544 6215962720 -

11.8.3 Details of any Acquisition or Amalgamation in the last 1 year:

(a) Acquisitions

(i) The Issuer invested Rs 37.5 crores in Compulsorily Convertible Cumulative Preference Shares (“CCPS”) of SmartShift Logistics

Solutions Private Limited (erstwhile Resfeber Labs Private Limited,

“Porter”) in July, 2019. Pursuant to the issue of CCPS to the Issuer,

the shareholding of the Issuer in Porter stood increased from 30.73% to approximately 34% of the Share Capital (Equity and Preference) on

a fully diluted basis,




43

Porter is a logistics solutions provider leveraging digital technology

platform to deliver economical, efficient and reliable logistics services to its customers and had a total revenue of INR 138.60 crores during

the financial year 2018-19. Porter currently has 45,000+ vehicles on

its platform and has done more than 60,00,000 bookings since its incorporation. Porter operates in Delhi, Mumbai, Bangalore, Chennai,

Hyderabad and Ahmedabad.

(ii) In September 2019, the Issuer had signed a share subscription and

shareholder agreement for subscribing up to 55% of equity share capital of the radio taxi operator, Meru Travel Solutions Private Ltd

(“Meru”), in tranches. The Issuer, in December 2019 completed

acquisition of 36.63% stake in Meru in the first tranche as part of its Rs.201.5 crore deal.

Consequently, Meru has become a subsidiary of the Issuer with effect

from December 5, 2019. Also, the subsidiary companies of Meru being, Meru Mobility Tech Pvt Ltd, V-Link Automotive Services Pvt

Ltd, V-Link Fleet Solutions Pvt Ltd have in turn become subsidiaries

of the Issuer.

(iii) The Issuer, by a share purchase agreement dated 11 March 2020, acquired 34,249 equity shares of M.I.T.R.A. Agro Equipments Pvt

Ltd. ("Mitra"), from its existing shareholders. Prior to March 11,

2020, the Issuer held 26% of the equity share capital of Mitra, an associate of Issuer. Pursuant to the said acquisition, the Issuer now

holds 39% of the equity share capital of Mitra, on a fully diluted basis.

(iv) The Issuer has entered into an agreement in relation to, inter alia,

investment of USD 150,000 (equivalent to upto 5% equity share capital) in Eurl LD Azouaou, a tractor distributor (with an assembly

facility) in Algeria. Given change in local regulations requiring OEM’s

to own some stake in an assembly facility in Algeria, this would enable the Issuer’s farm equipment business to re-enter into the Algerian

agriculture machinery market.

(v) With effect from April 1, 2019, the Issuer acquired the movable assets and intellectual property of MyAgriGuru (“MAG”) and Samriddhi

from Mahindra Agri Solutions Limited (“MASL”) for a total

consideration of INR 17.7 crore (excluding applicable taxes).

MAG is a digital platform for farmers which connects farmers and agri-experts and enables exchange of ideas, key features include

market prices, weather, crop related data, agriculture news etc. It also

envisages a complementing online platform which will deliver precision agriculture solutions like nutrition management, irrigation

scheduling and pest and disease management.

Samriddhi is a customer outreach initiative that provides advisory on agronomy (including soil testing) to farmers and also act as a one stop

shop for products like crop care chemicals, seeds, micro irrigation and

tractors, with 327 centers currently.




44

(vi) The Issuer, in June 2019 invested CHF 4.3 million (equivalent to USD

4.3 million or thereabouts) and acquired 11.25% stake in Gamaya SA (“Gamaya”), a Switzerland based agri technology firm.

Incorporated in the year 2015, Gamaya is a Switzerland-based

company focused on providing crop-specific technology solutions for agriculture. It has advanced capabilities in hyperspectral imagery

analytics, artificial intelligence and machine learning which captures

and interprets imagery to give farmers information about the state of

their fields and crops. The company operates in Brazil and has several ongoing development activities in India, Ukraine and a few other

countries.

(b) Amalgamation

(i) On 29 May, 2019, the Board of Directors of the Issuer approved the

scheme of merger by absorption of Mahindra Vehicle Manufacturers

Limited (“MVML”), a wholly owned subsidiary of the Issuer with the Issuer under the provisions of sections 230 to 232 of the Companies

Act, 2013 with the Appointed date as 1st April, 2019. The process of

merger of MVML with the Issuer is ongoing as per the process

prescribed under sections 230 to 232 of the Companies Act, 2013.

Other than the above, no other company has been amalgamated or no

other company has been under the process of amalgamation with the

Issuer, in the last one year.

11.8.4 Details of the Shareholding of the Issuer as on latest quarter end:

(a) Shareholding Pattern of the Issuer as on the quarter ended December 31,

2019:

Sr. No. Particulars Total No. of

Equity

Shares

No. of

shares in

demat form

Total

Shareholding

as a % of

total no. of

equity shares

1. Promoter and Promoter Group 234904118 234904118 18.90

2. Public Shareholding 895263446 889607409 72.01

4. Non Promoter - Non Public – Shares held by Custodians and

against which Depository Receipts

haven been issued and Shares held

by Employee Trusts

113024980 113024980 9.09

Total 1243192544 1243192544 100.00

Details of Pledged /Encumbered share

1. Sanjay Labroo 140000 140000 0.01

2. Prudential Management & Services Private Limited

3800000 3800000 0.31

Total 3940000 3940000 0.32




45

(b) List of top 10 holders of Equity Shares of the Issuer as on the quarter

ended December 31, 2019:

S.no Name of shareholder

Category of

shareholder

Total no. of

equity

shares

No of

shares in

demat form

Total

shareholdi

ng as % of

total no. of

equity

shares

1. Prudential Management and Services Pvt Ltd

Company promoters

141521940 141521940 11.38

2. LIC along with its sub

accounts

Life

insurance

corporation

134247077 134247077 10.80

3. M&M Benefit Trust-

Bharat N Doshi,

A.K.Nanda -Trustees

Company

promoters

84470428 84470428 6.79

4. JP Morgan Chase Bank, NA

Global depository

receipts

61171433 61171433 4.92

5. First State Investments ICVC- Stewart Investors

Asia Pacific Leaders

Fund

Foreign portfolio -

corp

51395920 51395920 4.13

6. Mahindra and Mahindra Employees Stock Option

Trust

Employee trusts

50575807 50575807 4.07

7. SBI Fund along with its

sub accounts

Mutual

funds

31962918 31962918 2.57

8. Caisse De Depot Et

Placement Du Quebec-

Quantum Advisors Private Limited along

with its sub account

Foreign

portfolio -

corp

23554863 23554863 1.89

9. ICICI Prudential Value

Fund along with sub account

Mutual

funds

20264964 20264964 1.63

10. Government of

Singapore

Foreign

portfolio -

Corp

13396196 13396196 1.08




46

11.9 Details Regarding Auditors of the Issuer:

11.9.1 Details of the Auditor of the Issuer:

Name and address Date of appointment Remarks

Messrs. B S R & Co. LLP,

Chartered Accountants, (ICAI

Firm Registration

No. 101248W/W-100022)

5th Floor, Lodha Excelus,

Apollo Mills Compound N M

Joshi Marg, Mahalaxmi Mumbai Mumbai City MH

400011 IN

August 4, 2017 Statutory Auditors holds office for a term of 5 (five) years from

the conclusion of Seventy First

Annual General Meeting

(AGM) until the conclusion of the Seventy-Sixth AGM to be

held in the year 2022

11.9.2 Changes in Auditors of the Issuer during the last three years:

Name, address Date of

appointment

/resignation

Date of cessation

(in case of

resignation)

Remarks

Messrs. B S R & Co. LLP,

Chartered Accountants, (ICAI Firm Registration

No. 101248W/W-100022)

5th Floor, Lodha Excelus, Apollo

Mills Compound N M Joshi Marg,

Mahalaxmi Mumbai Mumbai-

400011

August 4, 2017 - Statutory Auditors holds

office for a term of 5 (five) years from the

conclusion of Seventy

First Annual General

Meeting (AGM) until the

conclusion of the

Seventy-Sixth AGM to

be held in the year 2022

Messrs. Deloitte Haskins & Sells,

Chartered Accountants

(ICAI Firm Registration Number

117364W)

Tower 3, 27th - 32nd Floor,

Indiabulls Finance Centre,

Elphinstone Mill Compound,

Senapati Bapat Marg, Elphinstone

(W), Mumbai - 400 013

August 8, 2014 Retired on August

4, 2017

Retired as completed the

maximum tenure as Statutory Auditors of the

Issuer as provided under

the Companies Act, 2013

and relevant Rules

thereunder.

11.10 Promoters of the Issuer

11.10.1 The following are the details of the promoter’s shareholding in the Issuer as on

December 31, 2019




47

Sr. No. Name of

Shareholder

Total No of

Equity

Shares

No of

shares in

demat

form

Total

Shareho

lding as

% of

total no

of

equity

shares

No of

shares

pledged

% of shares

pledged with

respect to

shares owned

1. Keshub Mahindra 884592 884592 0.07 0 0

2. Anand Gopal

Mahindra

1430008 1430008 0.12 0 0

3. Anjali Kumari Mehra 222208 222208 0.02 0 0

4. Anuradha Mahindra 457090 457090 0.04 0 0

5. Deveshwar Jagat

Sharma

30000 30000 0.00 0 0

6. Dhruv S Sharma 30000 30000 0.00 0 0

7. Gautam P

Khandelwal

4600 4600 0.00 0 0

8. Leena S Labroo 1252384 1252384 0.10 0 0

9. Nisheeta Labroo 160000 160000 0.01 0 0

10. Aneesha Labroo 160000 160000 0.01 0 0

11. Radhika Nath 93616 93616 0.01 0 0

12. Sanjay Labroo 145440 145440 0.01 140000 96.26

13. Sudha Keshub

Mahindra

1452032 1452032 0.12 0 0

14. Uma R Malhotra 1009604 1009604 0.08 0 0

15. Anuja P Sharma 0 0 0.00 0 0

16. Prudential

Management &

Services Private

Limited

141521940 141521940 11.38 3800000 2.69

17. Kema Services

International Pvt Ltd

734832 734832 0.06 0 0

18. M&M Benefit Trust-

Bharat N Doshi, A.K.Nanda -Trustees

84470428 84470428 6.80 0 0

19. Anand Mahindra

Family Trust

0 0 0.00 0 0

20. Mahindra Family

Trust - I

0 0 0.00 0 0

21. Yuthica Mahindra

Family Trust

0 0 0.00 0 0

22. Yuthica Keshub

Mahindra

845344 845344 0.07 0 0

Total 234904118 234904118 18.90 3940000 1.68

11.10.2 Interest of Promoters

Other than as already disclosed in the Information Memorandum, the Promoters of the Issuer do not have any financial or other material interest in the Issue of Debentures

proposed to be issued under this Information Memorandum.

11.11 Details regarding the Directors of the Issuer

11.11.1 Details regarding the current directors of the Issuer:




48

As per the Articles of Association and subject to the provisions of Section 149 of the

Companies Act, 2013, the number of Directors shall not be less than three and more than fifteen, unless otherwise determined by the Issuer in the General Meeting. At

present, the Issuer has thirteen Directors including four executive directors:

Name, designation

and DIN

Age

Address Director

since

List of other directorships

Anand Mahindra,

Executive

Chairperson, DIN: 00004695

64 years Mahindra &

Mahindra,

Gateway Building,

Mumbai –

400001

23/11/1989 1. Tech Mahindra Limited

2. Mahindra First Choice

Wheels Limited

3. Mahindra Holdings

Limited

4. Classic Legends Private

Limited

5. Prudential Management &

Services Private Limited

6. Naandi Community Water

Services Private Limited

7. Araku Originals Private

Limited

8. Invest India

9. The Mahindra United World College of India

10. Breach Candy Hospital

Trust

11. Tech Mahindra

Foundation

Pawan Goenka,

Managing Director

and CEO

DIN: 00254502

65 years Mahindra &

Mahindra,

Mahindra

Towers, Worli,

Mumbai –

400018

23/09/2013 1. Swaraj Engines Limited

2. Mahindra First Choice

Wheels Limited

3. Mahindra Vehicle

Manufacturers Limited

4. Mahindra Electric

Mobility Limited

5. New Democratic Electoral

Trust

6. Mahindra Agri Solutions

Limited

7. Classic Legends Private

Limited

8. Mahindra & Mahindra

South Africa (Pty) Limited

9. Ssangyong Motor




49

Name, designation

and DIN

Age

Address Director

since


Company

10. Mahindra Racing UK

Limited

11. Mitsubishi Mahindra

Agricultural Machinery Company Limited

12. Mahindra Automotive

North America Inc.

13. Automobili Pininfarina

Gmbh

14. Mahindra USA Inc

15. Indian Institute of

Technology (IIT), Madras

Anish Shah, Deputy

Managing Director

and Group CFO

DIN: 02719429

50 years Mahindra &

Mahindra,

Mahindra

Towers, Worli,

Mumbai – 400018

01/04/2020 1. Mahindra & Mahindra

Financial Services

Limited

2. Mahindra Lifespace

Developers Limited

3. Indian National

Committee- United World

College

4. PF Holdings B.V.

5. Mahindra Vehicle Sales

and Service Inc

6. Tech Mahindra Limited

7. Mahindra Trucks & Buses

Limited

Rajesh Jejurikar,

Executive Director

(Auto and Farm Sectors)

DIN: 00046823

55 years Mahindra and

Mahindra,

Mahindra Towers, Worli,

Mumbai –

400018

01/04/2020 1. Mahindra First Choice

Wheels Limited

2. Swaraj Engines Limited

3. Mahindra USA Inc.

4. Mahindra Two Wheelers

Europe Holdings S.a.r.l.

5. Peugeot Motocycles SAS

6. Mitsubishi Mahindra

Agricultural Machinery

Co., Ltd.

7. Hisarlar Makina Sanayi ve

Ticaret Anonim Şirketi

8. Hisarlar Ithalat Ihracat

Pazarlama Anonim Şirketi




50

Name, designation

and DIN

Age

Address Director

since


9. Erkunt Traktor Sanayi A.S

10. Aliaxis SA

11. Gamaya SA

Nadir B. Godrej,

Independent

Director,

DIN: 00066195

68 years Godrej

Industries

Limited, Pirojshanagar,

Eastern Express

Highway,

Vikhroli,

Mumbai - 400

079.

28/08/1992 1. Godrej Agrovet Limited

2. Godrej Industries Limited

3. Godrej Consumer Products Limited

4. Godrej Properties Limited

5. Astec Lifesciences

Limited

6. Godrej & Boyce Mfg. Co.

Ltd.

7. Creamline Dairy Products

Limited

8. Godrej Tyson Foods

Limited

9. Isprava Vesta Private

Limited

10. Godrej International

Limited

11. ACI Godrej Agrovet

Private Limited

M. M. Murugappan

Independent

Director,

DIN: 00170478

64 years Dare House,

New # 2, NSC

Bose Road,

Chennai - 600

001

28/08/1992 1. Coromandel International

Limited

2. Carborundum Universal

Limited

3. Tube Investments of India

Limited

4. Cholamandalam Financial

Holdings Limited

5. Cholamandalam

Investment and Finance

Company Limited

6. TI Financial Holdings

Limited

7. Cyient Limited

8. Cholamandalam MS

General Insurance

Company Limited

9. Ambadi Investments




51

Name, designation

and DIN

Age

Address Director

since


Limited

10. Murugappa Organo Water

Private Limited

11. M. M. Muthiah Reaserch

Foundation

12. IIT Madras Research Park

13. Volzhsky Abrasive Works

14. Chennai Willingdon

Corporate Foundation

15. Idea Lab (India) Private

Limited

Vishakha N. Desai,

Independent

Director,

DIN: 05292671

70 years Senior Advisor

for Global

Affairs

Office of the

President

Columbia

University

490 Riverside

Drive, MLK

Suite 509

New York, NY

10027.

30/05/2012 -

Vikram Singh

Mehta, Independent

Director,

DIN: 00041197

67 years 23, Friends

Colony, West,

New Delhi –

110 065.

30/05/2012 1. Colgate-Palmolive (India)

Limited

2. Apollo Tyres Limited

3. Jubilant Foodworks

Limited

4. Larsen and Toubro Limited

5. HT Media Limited

6. N V Advisory Services

Private Limited

7. L & T Hydro Carbon

Engineering Limited




52

Name, designation

and DIN

Age

Address Director

since


T. N. Manoharan

Independent

Director,

DIN: 01186248

63 years No. 27,

Subramaniam

Street,

Abiramapuram,

Chennai- 600 018.


2. Canara Bank

Vijay Kumar

Sharma, Nominee

Director of Life

Insurance

Corporation,

DIN: 02449088

61 years Life Insurance

Corporation of

India 7th Floor,

West Wing,

“Yogakshema”

J. B. Marg,

Nariman Point,

Mumbai –

400021

14/11/2018 1. ACC Limited

2. Tata Steel Limited

Haigreve Khaitan

Independent

Director,

DIN: 00005290

49 years One IndiaBulls

Centre, 13th

Floor, Tower 1, 841, Senapati

Bapat Marg,

Mumbai,

Maharashtra

400013


2. Ceat Limited

3. Inox Leisure Limited

4. Torrents Pharmaceuticals

Limited

5. Aditya Birla Sun Life

Insurance Company

Limited

6. JSW Steel Limited

7. Borosil Renewables

Limited

Shikha Sharma

Independent

Director,

DIN: 00043265

61 years 4402, South

Tower, The

Imperial, B. B.

Nakashe Marg, Tardeo,

Mumbai - 400

034

08/08/2019 1. Tata Consumer Products

Limited

2. Ambuja Cements Limited

3. Dr. Reddy's Laboratories Limited

4. Tech Mahindra Limited

C P Gurnani

Non-Executive and

Non-Independent

Director

DIN: 00018234

61 years House Number

A 63, Sector 17,

Naida, Gautam

Buddha Nagar,

Naida 201301


2. Comviva Technologies

Limited

3. Tech Mahindra

Foundation

4. Mahindra Educational

Institutions




53

Name, designation

and DIN

Age

Address Director

since


5. T-HUB Foundation

6. Pininfarina S.P.A.

7. Indian Institute of

Management, Nagpur

None of the Issuer’s Directors are listed as defaulters in the Credit Information Bureau (India) Limited (CIBIL) defaulters’ list and/or Export Credit Guarantee Corporation of India (ECGC)

defaulters’ list as of the date of this Information Memorandum.

11.11.2 Details of changes in the Directors since last three years:

Name, Designation

and DIN

Date of

appointment/

resignation

Date of cessation

(in case of

resignation)

Remarks (viz. reasons for

change etc.)

Mr. Deepak S. Parekh, Independent

Director,

DIN: 00009078

Cessation on 08/08/2017

08/08/2017 Ceased to hold office as an Independent Director of the

Issuer from August 8, 2017, upon

completion of his tenure as

approved by the Shareholders at

the 68th Annual General Meeting

Mr. SB Mainak,

Nominee Director of

Life Insurance

Corporation

DIN: 02531129

Resignation on

11/05/2018

11/05/2018 Resignation

Mr. R. K. Kulkarni,

Independent

Director, DIN: 00059367

Cessation on

08/08/2019

08/08/2019 Ceased to hold office as

Independent Directors of the

Issuer from August 8, 2019, upon completion of their tenure as

approved by the shareholders at

the 68th AGM of the Issuer

Mr. Anupam Puri,

Independent

Director, DIN: 00209113

Cessation on

08/08/2019

08/08/2019 Ceased to hold office as

Independent Directors of the

Issuer from August 8, 2019, upon completion of their tenure as

approved by the shareholders at

the 68th AGM of the Issuer.

Mr. Vijay Kumar

Sharma

Nominee Director of

Life Insurance

Corporation,

DIN: 02449088

Appointment on

14/11/2018

- Appointed as a Nominee Director

of LIC on the Board of the Issuer.




54

Name, Designation

and DIN

Date of

appointment/

resignation

Date of cessation

(in case of

resignation)

Remarks (viz. reasons for

change etc.)

Mr. Haigreve

Khaitan Independent

Director,

DIN: 00005290

Appointment on

08/08/2019

- Appointed as an Independent

Director to hold office for a term

of five consecutive years

commencing from August 8,

2019 to August 7, 2024

Ms. Shikha Sharma

Independent

Director,

DIN: 00043265

Appointment on

08/08/2019

- Appointed as an Independent

Director to hold office for a term

of five consecutive years

commencing from August 8,

2019 to August 7, 2024.

Dr. Anish Shah, Deputy Managing

Director and Group

CFO

DIN: 02719429

Appointment on 01/04/2020

- Appointed as Deputy Managing Director and Group CFO

Mr. Rajesh Jejurikar,

Executive Director

(Auto and Farm

Sectors)

DIN: 00046823

Appointment on

01/04/2020

- Appointed as Executive Director

(Auto & Farm Sector)

Mr. C P Gurnani,

Non-Executive and

Non Independent

Director

DIN: 00018234

Appointment on

01/04/2020

- Non-executive and Non-

Independent Director

11.12 Details of Borrowings of the Issuer as on December 31, 2019

11.12.1 Details of Secured Loan Facilities

Lender’s name /

Name of the Bank

Nature of

facility/

instrume

nt

Amoun

t

sanctio

ned

(Rs.

Cr)

Principal

Amount

outstandi

ng (Rs.

Cr)

Repayme

nt date /

schedule

Security

, if

applica

ble

Credit

rating, if

applica

ble

Asset

classi

ficati

on

State Bank of India, Standard chartered

Bank, HDFC Bank

Ltd., Bank of

America, Union

Bank of India,

Central bank of

India, Bank of India,

Working capital

fund

based

facilities

under

consortiu

m

120 NIL Not required

Secured*

A1+ by CRISIL-

ICRA/CA

RE (as the

case may

be)

NA




55

*Secured by way of hypothecation of the Issuer’s book debts, receivables, outstanding monies

and all other current assets.

11.12.2 Details of Unsecured Loan Facilities:

Lender’ s name/

Name

of the Bank

Nature

of

facility/

instrume

nt

Amou

nt

sanctio

ned

(Rs. in

crore)

Principal

Amount

outstand

ing

(Rs. in

crore)

Repayme

nt date /

schedule

Secur

ity, if

appli

cable

Credit

rating, if

applicable

Asset

classification

HDFC Bank

Limited, SMBC,

JP Morgan

Working

Capital

Loan,

Packing

Credit etc.

400 300 Repayabl

e in FY

20 and

FY21

Unsec

ured

A1+ by

CRISIL

and India

Ratings, as

the case maybe

NA

Bank of America ECB 400 400 Repayabl

e in FY

22

Unsec

ured

NA NA

SICOM Rupee

Term

Loan

671 671 Repayabl

e in

installmen

ts from

FY 21 to

FY 28

Unsec

ured

NA NA

11.12.3 Details of non-convertible debentures issued by the Issuer:

Series ISIN Tenor/

Period

of

maturity

Coupon Amount

Issued

(Rs. in

crore)

Date of

allotment

Redempti

on

date/

Schedule

Credit

rating

Secure

d /

Unsecu

red

Securi

ty

Other

Details

viz.

Details of

IPA,

Details of

CRA

Non-

Convertible Debentures

INE101A08

088

10 Years 7.57% 475 27.09.201

6

25.09.202

6

AAA/Sta

ble by CRISIL

and “IND AAA” by

India Ratings

& Research

Pvt Ltd

Unsecur

ed

NIL CRISIL

and India Ratings &

Research Pvt Ltd




56

Non-

Convertible Debentures

INE101A08

070

50 Years 9.55% 500 04.07.201

3

04.07.206

3

AAA/Sta

ble by CRISIL

and [ICRA]

AAA (Stable)

by ICRA

Unsecur

ed

NIL CRISIL

and ICRA

11.12.4 List of top 10 holders of non-convertible debentures of the Issuer as on latest

quarter ended December 31, 2019:

S.no Name of

holder

Category No. of

Debenture

Face value

(Rs.)

Holding of debt

securities as a

percentage

of total debt

securities outstanding

of the Issuer

1 Yes Bank Limited Banks 2144 10,00,000 22%

2 HDFC Life Insurance

Company Limited

Qualified

Institutional Buyer

1750 10,00,000 18%

3 ICICI Lombard

General Insurance

Company Ltd

Qualified

Institutional

Buyer

1100 10,00,000 11%

4 Capgemini India Pvt Ltd Employees

Provident Fund

Trusts 930 10,00,000 10%

5 NPS Trust- A/C LIC Pension Fund

Scheme - Central

Govt

Trusts 745 10,00,000 8%

6 Bharti AXA Life Insurance Company

Ltd

Qualified Institutional

Buyer

600 10,00,000 6%

7 IDBI Federal Life

Insurance Company Limited-MRTA

Qualified

Institutional Buyer

600 10,00,000 6%

8 SBI Life Insurance

Co. Ltd

Bodies

Corporates

500 10,00,000 5%

9 Aviva Life Insurance

Company India

Limited

Qualified

Institutional

Buyer

494 10,00,000 5%

10 IDBI Federal Life

Insurance Company Limited-ILPART

Qualified

Institutional Buyer

250 10,00,000 3%




57

11.12.5 Details of amount of corporate guarantee issued by the Issuer along with the name

of the counterparty on behalf of whom the corporate guarantee has been issued,

as on last quarter ended December 31, 2019:

S.

NO.

Name of the subsidiaries on whose behalf

issued

Amount

(Rs. in crores)

1 Mahindra Racing UK 18.84

2 Peugeot Motocycles S.A.S 196.06

3 Sampo Rosenlew Oy 40.05

4 Pininfarina S.p.A.(effective exposure) 147.71

Total 402.66

11.12.6 Details of Commercial Paper outstanding as at December 31, 2019:

Maturity Date Amounts Outstanding

(Rs. Crores)

Nil

11.12.7 Details of Rest of the Borrowing of the Issuer not already covered above, as on the last quarter ended December 31, 2019: Nil

11.12.8 Details of all default/s and/or delay in payments of interest and principal of any

kind of term loans, debt securities and other financial indebtedness including corporate guarantee issued by the Issuer, in the past 5 years: NIL

11.12.9 Details of any outstanding borrowings taken/ debt securities issued where taken /

issued (i) for consideration other than cash, whether in whole or part, (ii) at a

premium or discount, or (iii) in pursuance of an option: NIL

11.13 Abridged version of Audited Consolidated Financial Information (like Profit & Loss

statement, Balance Sheet and Cash Flow statement) for at least last three years and

auditor qualifications, if any.

Summary of the financial position of the issuer for the last three financial years are as stipulated

in Annexure E of this Information Memorandum.

11.14 Audited Cash Flow Statement for the three years immediately preceding the date of

circulation of the Information Memorandum.

Please refer to Annexure E of this Information Memorandum.

11.15 Abridged version of Latest Audited / Limited Review Half Yearly Standalone Financial

Information (like Profit & Loss statement, and Balance Sheet) and auditors qualifications,

if any

Please refer to Annexure E of this Information Memorandum.

11.16 Any change in the accounting policies during the last three years and their effect on the

profits and reserves of the Issuer

NIL




58

11.17 Any material event/ development or change having implications on the financials/credit

quality (e.g. any material regulatory proceedings against the Issuer/promoters, tax

litigations resulting in material liabilities, corporate restructuring event etc) at the time

of issue which may affect the issue or the investor’s decision to invest / continue to invest

in the debt securities.

11.17.1 Impact of COVID-19

Please refer the Risk Factor “Spread of COVID-19 and the consequent nationwide lockdown

to impact the Issuer’s operations and financial condition”.

11.17.2 Joint Venture with Ford Motor Company Inc.

The Issuer and Ford Motor Company (“FMC”) have entered into definitive agreements for the formation of a joint venture wherein the Issuer will hold 51% stake in the new

entity and the balance 49% will be held by FMC. As part of the agreement, a new

company has been established which would be the eventual joint venture entity.

The new company will acquire the automotive business of Ford India on a slump sale

basis excluding the powertrain division of Ford India located at Sanand, which

essentially caters to FMCs global needs. The joint venture will develop, market and distribute ‘Ford’ brand vehicles in India and ‘Ford’ and ‘Mahindra’ branded vehicles

in emerging markets across the globe. This joint venture will further strengthen the

Issuer’s presence in automotive business and help its growth in emerging markets.

Besides, it will help achieve enhanced competitiveness through higher economies of scale across the automotive value chain.

The Issuer has received antitrust approvals from CCI, European Union and South Korea

for the Issuer to hold 51% and control over Ford India’s automotive business. The transaction is expected to be completed around mid of this year 2020 and is subject to

approvals from state governments of Tamil Nadu and Gujarat.

11.18 Names of the Debenture Trustees and Consents thereof

The Debenture Trustee for the Issue of Debentures proposed to be issued under this Information Memorandum shall be Axis Trustee Services Limited. The Debenture Trustee has given its

written consent for its appointment and inclusion of its name in the form and context in which

it appears in this Information Memorandum for the Issue of Debentures. The Debenture Trustee has given their consent to the Issuer to act as trustee for the Debenture holders under Regulation

4(4) of the SEBI Debt Regulations.

The consent letter dated April 11, 2020 from the Debenture Trustee is attached as Annexure B.

11.19 The detailed rating rationale (s) adopted (not older than one year on the date of opening

of the issue)/ credit rating letter issued (not older than one month on the date of opening

of the issue) by the rating agencies shall be disclosed.

The Debentures have been rated ‘[ICRA] AAA’ with ‘Stable’ outlook by ICRA Limited for an amount up to INR 1,000,00,00,000 vide its letter dated April 9, 2020. The credit rating letter

was confirmed, received and published on April 13, 2020 together with the credit rationale

Please refer to Annexure A to this Information Memorandum for the credit rating letter and the rationale adopted by the Credit Rating Agency.




59

11.20 If the security is backed by a guarantee or letter of comfort or any other document / letter

with similar intent, a copy of the same shall be disclosed. In case such document does not

contain detailed payment structure (procedure of invocation of guarantee and receipt of

payment by the investor along with timelines), the same shall be disclosed in the offer

document.

The Issue is unsecured and the Issue is not guaranteed.

11.21 Names of all the Recognized Stock Exchanges where Securities are Proposed to be Listed

clearly indicating the Designated Stock Exchange and also whether In Principle Approval

from the Recognized Stock Exchange has been obtained

The Debentures are proposed to be listed on the WDM Segment of the BSE Limited initially.

The Issuer shall comply with the requirements of the Debt Listing Agreement to the extent

applicable to it on a continuous basis. WDM Segment of BSE Limited is therefore the designated stock exchange. The Issuer has obtained ‘in-principle’ approval from WDM

Segment of the BSE to list the Debentures and same is attached as Annexure C.

The Issuer reserves the right to get the Debentures listed on other recognized stock exchanges as the Issuer may deem fit after giving prior intimation of such proposed listing to the Debenture

Trustee.

11.22 Filing of the Information Memorandum and Return of Allotment

The Issuer shall maintain a complete record of private placement offer of the Debentures in Form PAS-5 in accordance with the PAS Rules.

The Issuer shall file a return of allotment of securities under section 42 of the Companies Act

with the ROC within 15 (fifteen) days of allotment in Form PAS-3 and with the fee as provided in the Companies (Registration Offices and Fees) Rules, 2014 along with a complete list of all

holders of Debentures.

11.23 Other Details pertaining to the Issue

11.23.1 Regulations pertaining to the Issue

The Debentures being offered pursuant to this Information Memorandum are subject

to the provisions of the Companies Act, the SEBI Debt Regulations, SEBI (Listing

Obligation and Disclosure Requirements) Regulations, 2014, the Memorandum and Articles of Association of the Issuer, the terms of this Information Memorandum,

Application Form, and other terms and conditions as may be incorporated in the

Supplementary Debenture Trustee Agreement.

11.23.2 Application Process

Please see the Section headed “Issue Procedure”.

11.23.3 No-objection Certificate/that the permission/consent from the prior/ existing

creditors for a pari-passu charge being created in favour of the Debenture Trustee

to the proposed Issue has been obtained:

This is an unsecured issuance and therefore it is not applicable for this Issue.




60

12. ISSUE DETAILS

12.1.1 Summary of key terms

Security Name 6.65% M&M 2023

Issuer Mahindra & Mahindra Limited

Type of Instrument Rated, Unsecured, Listed, Redeemable Non-Convertible

Debentures

Nature of Instrument Unsecured

Seniority N.A.

Arranger to the Issue Axis Bank Ltd

Debenture Trustee Axis Trustee Services Limited

Mode of Issue Private placement under electronic book mechanism of BSE

under SEBI Circular ref SEBI/HO/DDHS/CIR/P/2018/122 dated August 16, 2018 read with “Operational Guidelines for

issuance of Securities on Private Placement basis through an

Electronic Book Mechanism” issued by BSE vide their Notice No. 20180928-24 dated September 28, 2018 and/ or any

subsequent guidelines as may be issued by BSE from time to

time, in this regard.

The Issue will be through closed bidding on the EBP platform in line with BSE EBP Guidelines vide SEBI circular

SEBI/HO/DDHS/CIR/P/2018/122 dated August 16, 2018

Eligible Participants /

Eligible Investors

All QIBs, and any non-QIB investors specifically mapped by

the Issuer on the BSE BOND – EBP Platform, are eligible to bid / invest / apply for this Issue.

All participants are required to comply with the relevant

regulations/ guidelines applicable to them for investing in this Issue.

Listing BSE. Listing application shall be filed with the Stock

Exchanges within 15 days from the Deemed Date of

Allotment. In case of delay in listing beyond 20 days from the Deemed

Date of Allotment, the Issuer shall pay penal interest of 1%

(one per cent) p.a. over the Coupon Rate to the Debenture Holders for the delayed period i.e. from the expiry of 30 days

from the Deemed Date of Allotment till the listing of

Debentures.

Rating of the

Instrument

The Debentures have been rated ‘[ICRA] AAA’ with ‘Stable’ outlook by ICRA Limited for an amount up to INR 1,000

Crore vide its letter dated April 9, 2020. The credit rating letter

was confirmed, received and published on April 13, 2020

together with the credit rationale.

Issue Size INR 1000,00,00,000 (Rupees One Thousand Crore)

Option to retain over-

subscription (Amount)

N.A.

Business Day A day other than Saturday and Sunday) on which commercial




61

banks are closed for business in the city of Mumbai,

Maharashtra.

Business Day

Convention

In the event that any date on which any Coupon payment (interest) is required to be made by the Issuer is not a Business

Day, the immediately succeeding Business Day shall be

considered as the effective date(s) for that payment. In the event that the Redemption Date(s) in respect of the Debentures

is not a Business Day, the immediately preceding Business

Day shall be considered as the effective date for redemption

of Debentures.

Objects of the Issue Proceeds of the Issue will be used for:

1. Refinancing/repayment of existing debt;

2. General corporate purpose;

3. Capital expenditure; 4. Augmentation of working capital; and/or

5. Permissible Investments as permitted by RBI, as

applicable.

Pending full utilization of proceeds from the issue, the

proceeds will be temporarily invested in money market instruments, mutual funds and deposits with banks, as

applicable, provided that the Issue proceeds shall not be used

for any purpose as not permissible by RBI for bank financing.

Details of the

utilisation of the

Proceeds

Proceeds of the Issue will be used for:

1. Refinancing/repayment of existing debt;

2. General corporate purpose;

3. Capital expenditure; 4. Augmentation of working capital; and/or

5. Permissible Investments as permitted by RBI, as

applicable.

Pending full utilization of proceeds from the issue, the

proceeds will be temporarily invested in money market instruments, mutual funds and deposits with banks, as

applicable, provided that the Issue proceeds shall not be used

for any purpose as not permissible by RBI for bank financing.

End use of the Issue to be evidenced with a certificate from

Statutory Auditor to be furnished to Debenture Trustee within

30 (thirty) days of the allotment of Debentures.

Coupon Rate 6.65% per annum payable annually on outstanding Debentures

at the end of every year from the Deemed Date of Allotment

Step Up/ Step Down

Coupon Rate

Not Applicable

Coupon Payment

Frequency

Annually

Coupon Payment April 20 of every year till Redemption Date(s). If this is not a




62

Date(s) Business Day, then as per the Business Day Convention. The

last Coupon Payment Date will be the Redemption Date.

Coupon Type Fixed

Coupon Reset Process Not Applicable

Day Count Basis Actual/ Actual Basis

Interest payable on the Debentures will be calculated on the

basis of actual number of days elapsed in a year of 365 or 366 days as the case may be.

Interest on

Application Money (if

applicable)

At the Coupon Rate calculated on actual/actual day count

basis, from the date of receipt of subscription money /

application money (i.e. Pay In Date) till one day prior to the Deemed Date of Allotment which shall be payable within 7

(seven) Business Days from the Deemed Date of Allotment.

Tenor 3 years from the Deemed Date of Allotment

Redemption Date(s) The Debentures shall be redeemed at par at the end of the 3

years from the Deemed Date of Allotment i.e. 20 April 2020. If this is not a Business Day, then as per the Business Day

Convention.

Redemption Amount Rs.10,00,000 (Rupees Ten Lakhs) per Debenture payable on

Redemption Date(s)

Redemption

Premium/ Discount

NIL

Issue Price Rs.10,00,000 (Rupees Ten Lakhs) per Debenture

Discount at which

security is issued and

the effective yield as a

result of such discount

Not Applicable, as the Debentures are being issued at par

Put Date Not Applicable

Put Price Not Applicable

Call Date Not Applicable

Call Price Not Applicable

Put Notification Time Not Applicable

Call Notification Time Not Applicable

Face Value Rs. 10,00,000 (Rupees Ten Lakhs) per Debenture

Minimum bid size and

in multiples thereafter

1 Debenture of Rs. 10,00,000 (Rupees Ten Lakhs) each and in

multiple of 1 Debenture of Rs. 10,00,000 (Rupees Ten Lakhs) each thereafter

Minimum Application

and in multiples

thereof

1 Debenture of Rs. 10,00,000 (Rupees Ten Lakhs) each and in

multiple of 1 Debenture of Rs. 10,00,000 (Rupees Ten Lakhs)

each thereafter

Manner of Bidding Close Book Bidding

Mode of Allotment /

Allocation option

Uniform Yield

Issue Timing:

1. Issue / Bid Opening

April 17, 2020




63

Date

2. Issue / Bid Closing

Date

3. Pay–in–Date

4. Deemed Date of

Allotment

April 17, 2020

April 20, 2020

April 20, 2020

Manner of allotment The allotment will be done on time priority basis in line with

BSE EBP Guidelines vide SEBI circular

SEBI/HO/DDHS/CIR/P/2018/122 dated August 16, 2018 read

with the “Updated Operational Guidelines for issuance of Securities on Private Placement basis through an Electronic

Book Mechanism” issued by BSE vide notice no. 20180928-

24 dated September 28, 2018.

Manner of settlement Settlement of the Issue will be done through Indian Clearing

Corporation Limited (ICCL) and the account details are given

in the section on Payment Mechanism of the disclosure document

Settlement cycle The process of pay-in of funds by investors and pay-out to

Issuer will be done on [T+1] day, where T is the Issue day

Issuance Mode of the

Instrument

Only in dematerialised form

Trading Mode of the

Instrument

Only in dematerialised form

Settlement Mode of

the Instrument

Payment of interest and Redemption Amount will be made by

way of RTGS/ NEFT/ any other electronic mode/ any other permitted mode of payment.

Depository NSDL and CDSL

Record Date 15 business days prior to each Coupon Payment Date and/or Redemption Date, as the case may be. For the purpose of

actual payment or as may be prescribed by SEBI, registered

debenture holders on the Record Date will be the recipients of

actual payment of Coupon at the Coupon Rate or of actual payment of redemption amount on the Redemption Date by

the Issuer.

Security

(Including

description, type of

security, type

of charge, likely date

of creation of security,

minimum security

cover, revaluation,

replacement of

security, interest to the

debenture holder over

and above the coupon

Not Applicable




64

rate as specified in the

Trust Deed and

disclosed in the Offer

Document

Security Creation Not Applicable

Transaction

Documents

The Information Memorandum shall cover the disclosure

requirements of SEBI, as applicable.

Further the following transaction documents (“Transaction

Documents”) shall be executed:

1. Debenture Trust Deed

2. Debenture Trustee Agreement

3. Disclosure Document Upon closure of the bidding on the Bid Closing Date, Private

Placement Offer cum Application Letter in format of Form

PAS 4, as per the Companies Act 2013 to be issued to each successful bidder.

Such other documents as may be mutually agreed to between

the parties.

Conditions Precedent

to Disbursement

The Issuer shall ensure that all the consents and resolution

required to issue the Debentures are in place prior to the issue.

The Issuer shall also ensure that all regulations pertaining to this are complied with.

The pre disbursement conditions shall include, but not limited

to:

1. Constitutional documents of the Issuer 2. Resolution passed by the Loans and Investment

Committee constituted by the Board of Directors of the

Issuer for issuance of Debentures, identification of investors, trustee etc.

3. Confirmation from the Company Secretary that -

a) the total borrowings including proposed Debentures is within the limits u/s 180(1)(c); and

b) Resolution passed by the Board of Directors in its

meeting held on May 29, 2018 is valid and

subsisting and has not been modified (other than on March 27, 2020) or superseded. Further, the

borrowings are within the limits stipulated in the

Board Resolution 4. Credit Rating Letter not more than 30 days old & Rating

Rationale not more than 180 days old from the date of

pay-in of the Debenture issuance.

5. In-principle approval from BSE/NSE for listing the Debentures

6. Consent Letter from the Debenture Trustee

7. Execution of applicable Transaction Documents 8. Issuer to give following Undertaking:

a) No Event of Default has occurred and is continuing




65

and no such event or circumstance will result as a

consequence of the Issuer performing any obligation contemplated under the transaction documents.

b) There is no material adverse effect and there are no

circumstances existing which could give rise, to a

material adverse effect on the Issuer.

Conditions

Subsequent to

Disbursement

Customary to transaction of such nature including but not

limited to:

1. Resolution passed by the Loans and Investment

Committee constituted by the Board of Directors of the Issuer for allotment of the Debentures.

2. Issue of Letter of Allotment on the Deemed Date of

Allotment 3. Corporate Action/ Issue of Debentures in dematerialized

form

4. Credit of dematerialized LOA/Debentures within 2 days from Deemed Date of Allotment

5. End use certificate to be provided within 60 days of

Deemed Date of Allotment

6. Listing on BSE/NSE within 20 days from the Deemed Date of Allotment

7. Execution of the Debenture Trust Deed within 90 days

from Deemed Date of Allotment.

Promoter Covenants If the Issuer ceases to be a Mahindra group anytime during the

currency of the Debentures, the Debenture holders will have

the right to accelerate the outstanding Debentures. Upon such acceleration notice being provided to the Issuer by

the Debenture holders or the Debenture Trustee, the Issuer

shall be obligated to pay the entire outstanding Debentures within 5 days from the date of receipt of such notice.

Information

Covenants

As customary for issues of this nature and as may be agreed

mutually between the Issuer, Arranger and the Debenture Trustee, and to include without limitation the following:

1. The Issuer shall furnish to the debenture holders every

year a copy of audited standalone and consolidated annual accounts of the Issuer immediately on finalization

of the same but in any case not later than 90 days from

the end of each relevant accounting period;

2. Issuer agrees to timely share the financial performance of

the Issuer (unaudited) at least every 6 months not later

than 60 days from the end of the respective period, certified by 1 (one) authorized signatory;

3. Issuer shall inform of the happening of any event that has a Material Adverse Effect and that has not specifically

been disclosed to the Debenture Trustee.




66

Restricted Payments The Issuer will not declare or pay any dividends (either in cash

or property or obligations) or distributions or return of equity / quasi-equity or buy-back of equity, unless approved by the

Debenture Trustee , if an Event of Default has occurred and/or

is continuing

Material Adverse

Effect

Any change or consequence of an event, circumstance, occurrence or condition which has caused, as of any date of

determination, or could reasonably be expected to cause a

material adverse effect on:

1. The financial condition, business of the Issuer, 2. The ability of the Issuer to perform their respective

obligations hereunder or

3. The legality, validity, binding nature or enforceability of the documents executed in relation to these debentures.

Event of Defaults 1. Failure of the Issuer to make payments of the debenture

amounts (or any part thereof) on any respective due date

unless such delay of upto 2 Business Days is solely on account of administrative or technical reasons. For

clarification, there shall be no cure period other than as

mentioned herein this clause. 2. Breach of terms or covenants as stipulated in the

transaction documents

3. Cross Default by the Issuer on any of its external debt

financing subject to expiry of cure period available under respective financing agreements

4. Any event has occurred which as determined by the

majority debenture holders after reasonable due diligence and checks, is likely to have material adverse effect.

5. Any corporate action, legal proceedings or any other

procedures or step is taken in relation to voluntary winding up of the company.

6. The Issuer does not perform or comply with one or more

of its other obligations in relation to the Debentures or the

Debenture Trust Deed which default is incapable of remedy or, if in the opinion of the Debenture Trustee

capable of remedy, is not remedied within 10 days after

written notice of such default shall have been given to the Issuer by the Debenture Trustee;

7. A distress, attachment, execution or other legal process is

levied, enforced or sued out on or against any material

part of the property, assets or revenues of the Issuer; 8. It is or will become unlawful for the Issuer to perform or

comply with any one or more of its obligations under any

of the Debentures or the Debenture Trust Deed; 9. Any step is taken by governmental authority or agency or

any other competent authority, with a view to the seizure,

compulsory acquisition, expropriation or nationalization of all or (in the opinion of the Trustee) a material part of

the assets of the Issuer which is material to the Issuer;

10. Withdrawal or suspension of long term credit rating of

the Debentures. There shall be no cure period for the




67

purpose of this clause.

11. Any person taking any action or commencing any legal proceedings or filing any petition, for winding-up,

insolvency, liquidation, or dissolution of the Issuer, under

the Insolvency and Bankruptcy Code, 2016 (“Code”) or

any applicable law for the time being in force. There shall be no cure period for the purpose of this clause.

Except cases where cure period is not applicable or where

specific cure period has been provided, a general cure period of 15 days shall be applicable for the other events of default

specified hereinabove.

Consequence of Event

of Default

On and at any time after the occurrence of an Event of Default,

which is continuing, the Debenture Trustee may, and shall if so directed by the Debenture Holders, with their Approval,

take the following action:

1. Accelerate the maturity of the Debentures; 2. Exercise such other rights as may be available to the

Debenture Trustee under Applicable Law or regulations.

Default Interest 1. In case of delay in execution of the Debenture Trust Deed

within 90 days from the Deemed Date of Allotment, Issuer will pay penal interest of 2% p.a. over the coupon

rate

2. In case of default of payment of interest and / or principal

redemption on the due date additional interest @ 2% p.a. over the documented rate will be payable by the Issuer.

3. In case of delay in listing of the debt securities beyond 20

days from the deemed date of allotment, the Issuer shall pay penal interest of 1 % p.a. over the coupon rate from

the expiry of 30 days from the deemed date of allotment

till the listing of Debentures The above penal interest is not withstanding to the rights of

the Debenture Holders under the Event of Default clause.

Provisions related to

Cross Default

Cross Default by the Issuer on any of its external debt financing

subject to expiry of cure period available under respective financing agreements

Illegality In the event that it becomes illegal for the Debentures holders

to lend/ hold the Debentures or maintain their commitment pursuant to change in any applicable law, the Issuer will repay

all amounts outstanding under the Debentures Documents to

the Debentures holders and/or the Debentures holders’

commitment shall stand cancelled to the extent not disbursed.

Taxes All payments to be made by the Issuer under the Debenture

documents will be made free and clear of all present and future

taxes, levies, imports, duties, withholdings or deductions of

any nature. In case of mandatory deductions that can be set off by the Debentures holders against their income tax liabilities,

the Issuer shall deduct such amounts and provide a certificate

from authorized signatory of the Issuer towards the same, within the timeline prescribed under Applicable Law.




68

Role and

Responsibilities of

Debenture Trustee

The Issuer has appointed Axis Trustee Services Limited

registered with SEBI, as Debenture Trustee for the benefit of Debenture holders. The Debenture Trustee has given its

consent to the Issuer for its appointment and has entered into

a Debenture Trustee Appointment Agreement with the Issuer.

The Issuer shall enter into a Debenture Trust Deed, inter alia, specifying the terms and conditions of the Debentures and the

powers, authorities and obligations of the Issuer and the

Debenture Trustee in respect of the Debentures.

Governing Law and

Jurisdiction

The Debentures are governed by and shall be construed in accordance with the existing laws of India. Any dispute arising

thereof shall be subject to the jurisdiction of district courts of

Mumbai.

Future Borrowings The Issuer shall be entitled to borrow/ raise loans or avail of financial assistance in whatever form as also issue debentures/

notes/ other securities in any manner with ranking as pari

passu basis or otherwise and to change its capital structure, including issue of shares of any class or redemption or

reduction of any class of paid up capital, on such terms and

conditions as the Issuer may think appropriate, without the consent of, or intimation to, the Debenture Holder(s) or the

Debenture Trustee in this connection.

The Issuer shall not be required to obtain any consent(s) of

Debenture Holder(s)/ Debenture Trustee for creating any charge on its assets for its present or future borrowings/ issue

of debentures / notes/ other securities.

Purchase/ Sale of

Debentures

The Issuer may, at any time and from time to time, prior to

Redemption Date, purchase Debentures in part (on a pro-rata basis or otherwise) or full at discount, at par or at premium in

the open market or otherwise as may be determined by the

Board of Directors / Loans & Investment Committee of the Issuer. Such Debentures, at the option of the Issuer, may be

cancelled, held or resold, as permitted under applicable laws,

at such price and on such terms and conditions as the Board of Directors / Loans & Investment Committee of the Issuer may

deem fit. Such purchase / sale of Debentures shall not require

any further consent / approval of the Debenture Holder(s) /

Debenture Trustee. The right to purchase Debentures is not a call option and should not be construed as such by anyone. The

right of purchase and sale can be exercised by the Issuer

multiple times during the tenor of the Debentures without applicability of any minimum amount or price of the

Debentures. This is further clarified that any such purchase

shall be at price mutually agreed between the Issuer and

Eligible Investor.

Other Terms &

Conditions to be

detailed

Representation and Warranties (if any) to be detailed in the

Debenture Trust Deed




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Illustrative Cash Flows of the Debentures

Cash Flows per Debentures (FV of Rs. 10,00,000/-)

Date Interest Principal

Cash Flows

(Rs.)

April 20, 2020 -10,00,000.00 -10,00,000.00

April 20, 2021 66,500.00 66,500.00

April 20, 2022 66,500.00 66,500.00

April 20, 2023 66,500.00 10,00,000.00 10,66,500.00

13. ISSUE PROCEDURE

The Issuer proposes to Issue the Debentures on the terms set out in this Information Memorandum. The Debentures being offered pursuant to this Information Memorandum are

subject to the provisions of the Companies Act, the SEBI Debt Regulations, the SEBI LODR

Regulations, the Memorandum and Articles of Association of the Issuer, the terms of this

Information Memorandum, Application Form, and other terms and conditions as may be incorporated in the Supplementary Debenture Trustee Agreement. This section applies to all

applicants. Please note that all applicants are required to make payment of the full application

amount along with the Application Form.

The Issuer or any of its promoters or directors is not a willful defaulter as on the date of filing

of this Information Memorandum and neither the Issuer or any of its promoters or its directors

have been categorized as willful defaulter by any bank or financial institution or consortium thereof, in accordance with the guidelines on willful defaulters issued by the Reserve Bank of

India.

13.1 Who Can Bid/ Apply/ Invest

The Investors as specified in Section “Summary of Key Terms” are eligible to apply for the Debentures.

All Applicants are required to comply with the relevant regulations/guidelines applicable

to them for investing in the Issue in accordance with the norms approved by GoI, RBI or

any other statutory body from time to time, including but not limited to BSE EBP

Guidelines as published by BSE on its website for investing in this Issue. The contents of

this Information Memorandum and any other information supplied in connection with

this Private Placement Offer Letter are intended to be used only by those Investors to

whom it is distributed. It is not intended for distribution to any other person and should

not be reproduced or disseminated by the recipient.

13.2 Who Cannot Apply

The persons entities as set out in Section headed “Summary of Key Terms” as non-eligible

classes of investors, shall not be eligible to participate in the Issue and any Applications from

such persons and entities shall be rejected.




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13.3 Documents to be provided by Eligible Investors

In order to be able to bid under the BSE Bond - EPB Platform, eligible Investors must have provided the requisite documents (including but not limited to know your customer) in

accordance with the SEBI and BSE Operational Guidelines or applicable law or as requested

by the Issuer. The Issuer is entitled at any time to require an eligible Investor to provide any know your customer or other documents as may be required to be maintained by it or delivered

to a third party by it in accordance with applicable laws.

13.4 Application under Power of Attorney or by Eligible Investors

In case of Applications made under a power of attorney or by a company or a body corporate or registered society or mutual fund, and scientific and/or industrial research organizations or

trusts etc., the relevant power of attorney or the relevant resolution or authority to make the

Application, as the case may be, together with the certified true copy thereof along with the certified copy of the memorandum and articles of association and/or bye-laws, as the case may

be, shall be attached to the Application Form or lodged for scrutiny separately with the

photocopy of the Application Form, quoting the serial number of the Application Form, failing which the applications are liable to be rejected.

13.5 How to Apply or Bid

All Eligible Investors should refer the operating guidelines for issuance of debt securities on

private placement basis through an electronic book mechanism as available on the website of BSE / NSE. Investors will also have to complete the mandatory know your customer

verification process. Investors should refer to the BSE EBP Guidelines in this respect.

The Issue details shall be entered on the BSE Bond - EPB Platform by the Issuer on T-2 basis, where T being the bidding date, in accordance with the Operational Guidelines.

The Issue will be open for bidding for the duration of the bidding window that would be

communicated through the Issuer’s bidding announcement on the BSE Bond EPB - Platform,

at least 1 (one) Business Day before the start of the Issue opening date.

13.6 Some of the key guidelines in terms of the current Operational Guidelines on issuance of

securities on private placement basis through an EBP mechanism, are as follows:

13.6.1 Modification of Bid

Investors may note that modification of bid is allowed during the bidding period /

window. However, in the last 10 (ten) minutes of the bidding period / window, revision

of bid is only allowed for improvement of coupon or yield and upward revision of the bid amount placed by the Investor.

13.6.2 Cancellation of Bid

Investors may note that cancellation of bid is allowed during the bidding period /

window. However, in the last 10 (ten) minutes of the bidding period or window, no cancellation of bids is permitted.

13.6.3 Multiple Bids




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Investors may note that multiple bid are permitted. Multiple bids by the Arranger to the

Issue are permitted as long as each bid is on behalf of different Investors / same Investors.

13.6.4 Offer or Issue of executed Private Placement Offer Letter to successful eligible

Investors

The signed copy of the Private Placement Offer Letter along with the Application Form

will be issued to the successful eligible Investors, who are be required to complete and

submit the Application Form to the Issuer in order to accept the offer of the Debentures. However, Investors should refer to the Operational Guidelines as prevailing on the date

of the bid.

13.7 Bids by the Arranger

13.7.1 The Arrangers as mapped on BSE Bond EPB – Platform by the Issuer are allowed to

bid on a proprietary, client and consolidated basis. At the time of bidding, the Arranger

is required to disclose the following details to the BSE Bond EPB - Platform:

(a) Whether the bid is proprietary bid or is being entered on behalf of an eligible

Investor or is a consolidated bid, i.e., an aggregate bid consisting of proprietary

bid and bid(s) on behalf of eligible Investors.

(b) For consolidated bids, the Arranger shall disclose breakup between proprietary bid and bid(s) made on behalf of Eligible Investors.

(c) For bids entered on behalf of eligible Investors, the Arranger shall disclose the

following:

(i) Names of such eligible Investors;

(ii) Category of the eligible Investors; and

(iii) Quantum of bid of each eligible Investor.

13.8 Withdrawal of Issue

The Issuer reserves the right to withdraw the Issue prior to the Issue closing date, at its discretion, and including but not limited to the event of any unforeseen development adversely

affecting the economic and regulatory environment or any other force majeure condition

including any change in applicable law, pursuant to the conditions set out under the Operational Guidelines.

Further, the Issuer shall be permitted to withdraw from the Issue process on the following

events:




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13.8.1 The Issuer is unable to receive the bids up to the base Issue Size; or

13.8.2 A bidder has defaulted on payment towards the Allotment, within stipulated timeframe, due to which the Issuer is unable to fulfill the base Issue Size; or

Provided that the Issuer shall accept or withdraw the Issue on the BSE Bond EPB -

Platform within 1 (one) hour of the closing of the bidding window, and not later than 5 (five) pm on the Issue closing date. However, Eligible Investors should refer to the

Operational Guidelines prevailing on the date of the bid.

13.9 Determination of Coupon

The Coupon payable on the Debentures is a fixed rate coupon.

13.10 Right to Accept or Reject Applications

The Issuer reserves its full, unqualified and absolute right to accept or reject the application, in

part or in full, without assigning any reason thereof. The rejected Applicant will be intimated along with the refund warrant, if applicable. No interest on Application money will be paid on

rejected Applications. The Application Form that is not complete in all respects is liable to be

rejected and would not be paid any interest on the Application money.

For further instructions regarding the application for the Debentures, eligible Investors are

requested to read the instructions provided in the Application Form.

Application would be liable to be rejected on one or more technical grounds, including

but not restricted to:

13.10.1 Number of Debentures applied for is less than the minimum application size; and

13.10.2 Debenture holder details as may be required is not given;

13.11 Basis of Allocation

Allocation shall be made as approved by the Issuer in accordance with applicable SEBI

regulations, Operational Guidelines, and applicable laws. post completion of bidding process,

the issuer will upload the provisional allocation on the BSE Bond EPB - Platform. Post receipt

of details of the successful Eligible Investors, the Issuer will upload the final allocation file on the BSE Bond EPB - Platform.

The allotment of valid applications received on the closing day shall be done on “time priority”

basis.

13.12 Applications by Successful Investors

Original Application Forms complete in all respects must be submitted to the corporate office

of Issuer before the last date indicated in the Issue time table or such extended time as decided by the Issuer accompanied by details of remittance of the Application money. The Application

Form will constitute the acceptance required under Section 42 of the Companies Act and the

PAS Rules. Successful Investors should ensure to do the funds pay-in from their same bank

account which is updated by them in the BSE Bond - EBP Platform while placing the bids. In case of mismatch in the bank account details between BSE Bond – EBP Platform and the bank




73

account from which payment is done by the successful investor, the payment would be returned

back. Payment should be made by the deadline specified by the BSE. Successful bidders should do the funds pay-in to the bank accounts of the clearing corporation of the relevant Exchanges

(“Designated Bank Account”).

Upon final allocation by the Issuer, and confirmation by the Issuer to go ahead with the Allotment, the Issuer or the Registrar on behalf of the Issue shall instruct the Depositories on

the Pay-In Date, and the Depositories shall accordingly credit the allocated Debentures to the

demat account of the successful Investor(s). Upon instructions of the Registrar or the Issuer,

the Depositories shall confirm to the clearing corporation of the relevant Exchanges that the Debentures have been transferred to the demat account(s) of the successful Investor(s). Upon

confirmation from the Depository, the clearing corporation of the relevant Exchanges shall

transfer funds to the Designated Bank Account of the Issuer.

Successful bidders must do the funds pay-in to the Designated Bank Account up to 10:30 am

on the Pay-In Date (“Pay-in Time”). Successful bidders should ensure to do the funds pay-in

from their same bank account which is updated by them in the BSE Bond - EBP Platform while placing the bids. In case of mismatch in the bank account details between BSE Bond – EBP

Platform and the bank account from which payment is done by the successful bidder, the

payment would be returned back. Provided that, in case of bids made by the Arranger on behalf

of eligible Investors, funds pay-in shall be made from the bank account of such eligible Investors. Cheque(s), demand draft(s), money orders, postal orders will not be accepted. The

Issuer assumes no responsibility for any applications lost in mail.

Note: In case of failure of any successful Investor to complete the funds pay-in by the Pay-in Time or the funds are not received in the Designated Bank Account of the clearing corporation

of the relevant Exchanges by the Pay-in Time for any reason whatsoever, the bid will liable to

be rejected and the Issuer and/or the Arranger shall not be liable to the successful Investor.

13.13 Post-Allocation Disclosures by the EBP

Upon final allocation by the Issuer, the Issuer shall disclose the Issue Size, coupon rate, ISIN,

number of successful bidders, category of the successful bidder(s), etc., in accordance with the

SEBI/HO/DDHS/CIR/P/2018/05 dated January 5, 2018, and SEBI circular dated August 16, 2018 bearing reference number SEBI/HO/DDHS/CIR/P/2018/122, each as amended. The EBP

shall upload such data, as provided by the Issuer, on its website to make it available to the

public.

13.14 Terms of Payment

The full-face value of the Debentures applied for is to be paid along with the Application Form

as set out above.

13.15 Acknowledgements

No separate receipts will be provided by the Issuer for the Application money.

13.16 Deemed Date of Allotment

The cut-off date declared by the Issuer from which all benefits under the Debentures including interest on the Debentures shall be available to the Debenture holders is the Deemed Date of

Allotment. The actual allotment of Debentures (i.e. approval from the Board of Directors or a




74

Committee thereof) may take place on a date other than the Deemed Date of Allotment. The

Issuer reserves the right to keep multiple allotment date(s)/deemed date(s) of allotment at its sole and absolute discretion without any notice. If in case, the issue closing date changes (i.e.

preponed/postponed), then the Deemed Date of Allotment may also be changed (preponed/

postponed) by the Issuer, at its sole and absolute discretion.

13.17 Letter(s) of Allotment/ Debenture Certificate(s)

The beneficiary account of the Investor(s) with NSDL or CDSL or Depository Participant will

be given initial credit within 2 (two) days from the Deemed Date of Allotment. The initial credit

in the account will be akin to a letter of Allotment. On completion of the all-statutory formalities, such credit in the account will be akin to a Debenture certificate.

13.18 Fictitious applications

Any person who makes, in fictitious name, any application to a body corporate for acquiring, or subscribing to, the Debentures, or otherwise induced a body corporate to allot, register any

transfer of Debentures therein to them or any other person in a fictitious name, shall be

punishable under the extant laws.

13.19 Instrument Specific Details

13.19.1 Market Lot

The market lot will be one Debenture. Since the Debentures are being issued only in

dematerialised form, the odd lots will not arise either at the time of issuance or at the time of transfer of Debentures.

13.19.2 Trading of Debentures

The marketable lot for the purpose of trading shall be one Debenture that is, in denomination of Rs. 10 (ten) Lakh. Trading of Debentures will be permitted in

dematerialised mode only and such trades shall be cleared and settled in recognised

stock exchange(s) subject to conditions specified by SEBI. In the event of trading in

Debentures which has been made over the counter, the trades shall be executed and reported on a recognized stock exchange having a nation-wide trading terminal or such

other platform as may be specified by SEBI.

13.19.3 Mode of Transfer of Debentures

Debentures shall be transferred subject to and in accordance with the rules or

procedures as prescribed by the NSDL, CDSL or Depository Participant of the

transferor and transferee and any other applicable laws and rules notified in respect thereof. The normal procedure followed for transfer of securities held in dematerialized

form shall be followed for transfer of these Debentures held in electronic form. The

seller should give delivery instructions containing details of the buyer’s Depository

Participant account to his Depository Participant. The provisions of the Depositories Act, and the Companies Act, and all other applicable laws shall apply for transfer and

transmission of Debentures.

The transferee(s) should ensure that the transfer formalities are completed prior to the Record Date. In the absence of the same, interest will be paid or redemption will be




75

made to the person, whose name appears in the records of the Depository. In such cases,

claims, if any, by the transferee(s) would need to be settled with the transferor(s) and not with the Issuer.

13.19.4 Interest on the Debentures

The Debentures shall carry interest at the coupon rates in accordance with the term sheet (subject to deduction of tax at source at the rates prevailing from time to time

under the provisions of the IT Act or any other statutory modification or re-enactment

thereof for which a certificate will be issued by the Issuer) on the outstanding principal

amount of Debentures until final redemption.

If any interest payment date falls on a day which is not a Business Day, then payment

of interest will be made on the next day that is a Business Day without interest for such

additional days. It is clarified that Interest/redemption with respect to debentures, interest/redemption payments shall be made only on the days when the money market

is functioning in Mumbai.

13.19.5 Deduction of Tax at Source

Tax, as applicable, under the IT Act or any other statutory modification or re-enactment

thereof will be deducted at source. The Eligible Investor(s) desirous of claiming

exemption from deduction of income tax at source on the interest on Application money

are required to submit the necessary certificate(s), in duplicate, along with the Application Form in terms of the rules made under the IT Act. Interest payable

subsequent to the Deemed Date of Allotment of Debentures will be treated as “Interest

on Securities” in accordance with the rules under the IT Act. Debenture holders desirous of claiming exemption from deduction of income tax at source on the interest

payable on Debentures should submit tax exemption certificate/document (if any),

under the IT Act, at the head office of the Issuer, at least 45 (forty-five) days before the

payment becoming due. Regarding deduction of tax at source and the requisite declaration forms to be submitted, prospective Investors are advised to consult their

own tax consultant(s).

13.19.6 List of Beneficial Owners

The Issuer shall request the Depository to provide a list of Beneficial Owners as at the

end of the Record Date to the RTA and the Issuer. This list shall be considered for

payment of interest or repayment of principal amount, as the case may be.

13.19.7 Record Date

Record date of interest shall be 15 (fifteen) days prior to each interest payment date and

15 (fifteen) days prior to the date of Maturity. Interest shall be paid to the person whose

name appears as sole/first in the Register of Debenture holders/beneficiaries position of the Depositories on the Record Date or to the Debenture holders who have converted

the Debentures to physical form and their name is registered on the registers maintained

by the Issuer or the Registrar. In the event of the Issuer not receiving any notice of transfer at least 15 (fifteen) days before the respective due date of payment of interest

and at least 15 (fifteen) days prior to the maturity date, the transferees for the Debenture

shall not have any claim against the Issuer in respect of interest so paid to the registered Debenture holder.




76

13.19.8 Undertaking regarding transfer

The Debentures shall be transferred subject to and in accordance with the rules/ procedures as prescribed by the NSDL/CDSL/Depository Participant of the transferor/

transferee and any other applicable laws and rules notified in respect thereof. The

normal procedure followed for transfer of securities held in dematerialized form shall be followed for transfer of these Debentures held in electronic form. The seller should

give delivery instructions containing details of the buyer’s DP account to its Depository

Participant. The transferee(s) should ensure that the transfer formalities are completed

prior to the Record Date. In the absence of the same, interest will be paid/ redemption will be made to the person, whose name appears in the records of the Depository. In

such cases, claims, if any, by the transferee(s) would need to be settled with the

transferor(s) and not with the Issuer.

If the Debentures are rematerialized and held in physical form, transfer of Debentures

shall be as per the relevant provisions of Companies Act, and Ministry of Corporate

Affairs notification number GSR 463(E) dated June 5, 2015 issued in respect of government companies or any other relevant law. However, the Issuer reserves it right

to duly confirm the identity of the transferor and conduct necessary due diligence

wherever required.

13.19.9 Redemption and Computation

The face value of the Debentures will be redeemed in accordance with details in Section

“Summary of Key Terms” from the Deemed Date of Allotment. The Debentures will

not carry any obligation, for interest, or otherwise, after the Redemption Date. The Debentures shall be taken as discharged on payment of the redemption amount by the

Issuer on maturity to the registered Debenture holders whose names appear in the

Register of Debenture holders on the Record Date or the Beneficial Owners in

accordance with the list provided by the Depositories. Such payment will be a legal discharge of the liability of the Issuer towards the Debenture holders. If the Redemption

Date falls on a day which is not a Business Day, then the payment due shall be made

on the previous Business Day but without liability for making payment of interest after actual date of redemption. It is clarified that any interest or redemption amounts with

respect to Debentures, interest or redemption amount payments shall be made only on

the days when the money market is functioning in Mumbai.

13.19.10 Settlement/ Payment on Redemption

Payment on redemption will be made by way of cheque(s) or redemption warrants(s)

or demand draft(s) or credit through RTGS system in the name of the Debenture holders

whose name appear on the list of Beneficial Owners given by Depository to the Issuer

or the Debenture holders (who have converted the Debentures to physical form), whose

names are registered on the register maintained by the Issuer or Registrar as on the

Record Date. The Debentures shall be taken as discharged on payment of the

redemption amount by the Issuer on maturity to the list of Debenture holders as

provided by NSDL or CDSL or Depository Participant. Such payment will be a legal

discharge of the liability of the Issuer towards the Debenture holders. On such payment

being made, the Issuer shall inform NSDL or CDSL or Depository Participant and

accordingly the account of the Debenture holders with NSDL or CDSL or Depository

Participant shall be adjusted. The Issuer’s liability to the Debenture holders towards all




77

their rights including for payment or otherwise shall cease and stand extinguished from

the due date of redemption in all events. Further the Issuer will not be liable to pay any

interest, or compensation from the date of redemption. On the Issuer dispatching/

crediting the amount to the Beneficiary(s) as specified above in respect of the

Debentures, the liability of the Issuer shall stand extinguished.

13.19.11 Right of Debenture holders(s)

Debenture holder is not a shareholder. The Debenture holders will not be entitled to

any other rights and privilege of shareholders other than those available to them under

statutory requirements. The Debentures shall not confer upon the holders the right to

receive notice, or to attend and vote at the general meeting of the Issuer. The principal

amount and interest on the Debentures will be paid to the registered Debentures only,

and in case of joint holders, to the one whose name stands first.

Further, the Debentures shall be subject to the provisions of the Companies Act, and

the relevant rules and regulations, the Articles of Association of the Issuer, the terms

of this issue of the Debentures and the other terms and conditions as may be incorporated in the Debenture Trust Deed and other documents that may be executed

in respect of these Debentures.

13.19.12 Modification of Rights

The rights, privileges, terms and conditions attached to the Debentures may be varied,

modified or abrogated with the consent, in writing, of those holders of the Debentures

who hold majority of the outstanding amount of the Debentures (or any limit as

specified under Companies Act or any other provision of law) or with the sanction accorded pursuant to a resolution passed at a meeting of the Debenture holders,

provided that nothing in such consent or resolution shall be operative against the Issuer

where such consent or resolution modifies or varies the terms and conditions of the Debentures, if the same are not acceptable to the Issuer.

13.19.13 Right to further issue under the ISINs

The Issuer reserves right to effect multiple issuances under the same ISIN with

reference to the ISIN Circulars. The Issue can be made either by way of creation of a fresh ISIN or by way of issuance under the existing ISIN at premium, par or discount

as the case may be in line with the ISIN Circulars.

13.19.14 Right to Buyback, Re-purchase and Re-issue

The Issuer will have the right, power and authority, exercisable at its sole and absolute

discretion from time to time, to buyback or re-purchase a part or all of its Debentures

from the secondary markets or through a tender offer or any other method permitted under applicable law, at any time prior to the Redemption Date, subject to applicable

law and in accordance with the applicable guidelines or regulations, if any.

In the event of a part or all of the Issuer’s Debentures being bought back or repurchased

as aforesaid or redeemed under any circumstances whatsoever, the Issuer shall have, and shall be deemed always to have had, the right, power and authority to re-issue the

Debentures, either by re-issuing the same Debentures or by issuing other debentures in




78

their place.

Further the Issuer, in respect of such bought back or re-purchased or re-deemed Debentures shall have the right, power and authority, exercisable either for a part or all

of those Debentures, to cancel, keep alive, appoint nominee(s) to hold or re-issue at

such price and on such terms and conditions as it may deem fit and as permitted under the ISIN Circulars or by applicable laws or regulations.

13.19.15 Future Borrowings

The Issuer shall be entitled to borrow/ raise loans or avail of financial assistance in

whatever form as also issue debentures/ notes/ other securities in any manner with ranking as pari passu basis or otherwise and to change its capital structure, including

issue of shares of any class or redemption or reduction of any class of paid up capital,

on such terms and conditions as the Company may think appropriate, without the consent of, or intimation to, the Debenture Holder(s) or the Debenture Trustee in this

connection.

The Issuer shall not be required to obtain any consent(s) of Debenture Holder(s)/ Debenture Trustee for creating any charge on its assets for its present or future

borrowings/ issue of debentures / notes/ other securities

13.19.16 Ranking of Debentures

The Debentures are unsecured, redeemable, non-convertible, non-cumulative debentures. The Debentures shall rank pari-passu inter se and, subject to any

obligations preferred by mandatory provisions of the law prevailing from time to time,

shall also as regards repayment of principal and payment of interest, rank pari-passu with all other existing unsecured borrowings (except subordinated debt) of the Issuer.

13.19.17 Notices

All notices required to be given by the Issuer or by the Debenture Trustee to the

Debenture holders shall be deemed to have been given if sent by ordinary post/ courier to the original sole/first allottees of the Debentures and/ or if published in one all India

English daily newspaper and one regional language newspaper.

All notices required to be given by the Debenture holder(s), shall be sent by registered post or by hand delivery to the Issuer or to such persons at such address as may be

notified by the Issuer from time to time.

13.19.18 Investor Relations and Grievance Redressal

Arrangements have been made to redress investor grievances expeditiously as far as

possible, the Issue endeavours to resolve the Investors’ grievances within 30 (thirty)

days of its receipt. All grievances related to the issue quoting the Application number

(including prefix), number of Debentures applied for, amount paid on application and bank and branch / the Issuer collection centre where the Application was submitted,

may be addressed to the resource mobilization unit at the head office of the Issuer.




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14. MATERIAL AGREEMENTS/ DOCUMENTS

A statement containing particulars of the dates of, and parties to all material contracts and

agreements involving the Debentures of the Issuer is set out below. The following are the

material documents and agreements:

1. Memorandum and Articles of Association of the Issuer, as amended to date.

2. Certificate of incorporation dated October 2, 1945.

3. Credit rating letter dated April 9, 2020 issued by ICRA, confirmed, received and published on

April 13, 2020 together with the credit rationale.

4. Auditor’s report and standalone financial statements for the Financial Year March 31, 2019

prepared under IND-AS and consolidated financial statements prepared under IND-AS for the

Financial Year March 31, 2019

5. Auditor’s report and standalone financial statements for the Financial Year March 31, 2018 and

2017 prepared under Indian GAAP and consolidated financial statements prepared under Indian

GAAP for the Financial Year March 31, 2018 and 2017.

6. Annual report of the Issuer for the Financial Year ended March 31, 2019, March 31, 2018 and

March 31, 2017.

7. Board resolution dated May 29, 2018 read together with the resolution dated March 27, 2020

authorizing issue of Debentures offered on private placement basis;

8. Loans & Investment Committee of Directors resolution dated April 9, 2020 for the appointment

of intermediaries;

9. Loans & Investment Committee of Directors resolution dated April 14, 2020 approving the Information Memorandum;

10. Letter of consent from the Debenture Trustee dated 11 April 2020 for acting as Debenture

Trustee for and on behalf of Debenture holders.

11. Tripartite agreement between the Issuer, NSDL and KFin Technologies Private Limited for issue of Debentures in dematerialized form.

12. Tripartite agreement between the Issuer, CDSL and KFin Technologies Private Limited for

issue of Debentures in dematerialized form.

13. Debenture trustee agreement between the Issuer and Debenture Trustee.

14. Debenture trust deed in favour of Debenture Trustee.




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15. DISCLOSURES PERTAINING TO WILFUL DEFAULT (IF ANY)

(a) Name of the bank declaring the Issuer as a wilful defaulter: NIL

(b) The year in which the Issuer is declared as a wilful defaulter: NIL

(c) Outstanding amount when the Issuer is declared as a wilful defaulter: NIL

(d) Name of the Issuer declared as a wilful defaulter: NIL

(e) Steps taken, if any, for the removal from the list of wilful defaulters: NIL

(f) Other disclosures, as deemed fit by the issuer in order to enable investors to take informed

decisions: NIL

(g) Any other disclosure as specified by the Board: NIL




81

DECLARATION BY THE ISSUER

The Issuer hereby declares that this Information Memorandum contains full disclosure in

accordance with SEBI Debt Regulations, the Companies Act, 2013 and Operational Guidelines.

The Issuer also confirms that this Information Memorandum does not omit disclosure of any

material fact which may make the statements made therein, in the light of the circumstances

under which they are made, misleading. The Information Memorandum also does not contain

any false or misleading statement. The Issuer accepts no responsibility for the statements made otherwise than in this Information Memorandum or in any other material issued by or at the

instance of the Issuer and that anyone placing reliance on any other source of information would

be doing so at his own risk.

The Issuer declares that all the relevant provisions of the relevant regulations or guidelines

issued by SEBI and other applicable laws have been complied with and no statement made in this Information Memorandum is contrary to the provisions of the regulations or guidelines

issued by SEBI and other applicable law, as the case may be.

Signed By:

Name: Nikhil Sohoni

Designation: Senior Vice President- Corporate Finance

Date: April 15, 2020

Place: Mumbai




82

ANNEXURE A - RATING LETTER AND RATING RATIONALE FROM ICRA




83




84




85




86




87




88




89




90




91




92




93




94




95

ANNEXURE B - CONSENT OF DEBENTURE TRUSTEE




96

ANNEXURE C - IN-PRINCIPLE APPROVAL OF THE STOCK EXCHANGE




97

ANNEXURE D - COPY OF BOARD RESOLUTION




98




99




100




101




102

ANNEXURE E

PART A: AUDITED STANDALONE FINANCIALS

Standalone Statement of Profit and Loss

(Rs. in crores)

Particulars

For Half Year Ended

September 30, 2019

For the year ended March 31,

2019 2018 2017

1. Income

a. Revenue from operations 23,998.77 53,614.00 49,444.99 47,383.74

b. Other income 1,146.85 1,688.97 1,036.36 1,345.46

Total income 25,145.62 55,302.97 50,481.35 48,729.20

2. Expenses

a. Cost of materials consumed 12,551.04 27,095.07 23,265.31 21,129.65

b. Purchases of stock-in-trade 4,433.16 12,111.61 10,674.47 10,893.63

c. Changes in inventories of finished goods,

stock-in-trade and work-in-progress (148.01) (950.19) 194.87 57.87

d. Excise duty - - 759.44 3,330.24

e. Employee benefits expense 1,502.90 2,980.22 2,840.89 2,714.43

f. Finance costs 57.35 113.39 112.20 159.59

g. Depreciation, amortisation and impairment

expense 1,085.28 1,860.40 1,479.42 1,526.38

h. Other expenses 2,747.76 5,867.23 5,614.45 4,880.33

i. Amounts capitalised (101.80) (129.50) (128.46) (137.07)

Total expenses 22,127.68 48,948.23 44,812.59 44,555.05

3. Profit before exceptional items and tax (1-2) 3,017.94 6,354.74 5,668.76 4,174.15

4. Exceptional items (net) 1,367.05 (29.73) 433.61 548.46

5. Profit before tax (3 + 4) 4,384.99 6,325.01 6,102.37 4,722.61

6. Tax expense

a. Current tax 607.70 1,179.12 1,211.23 973.67

b. Deferred tax 250.87 349.85 535.13 105.55

7. Profit after tax (5 - 6) 3,526.42 4,796.04 4,356.01 3,643.39

8. Other comprehensive income/(loss)

a. (i) Items that will not be reclassified to profit

or loss (7.23) (14.33) 8.12 (4.82)

(ii) Income tax relating to items that will not

be reclassified to profit or loss 2.38 4.75 (4.36) 1.73

b. (i) Items that will be reclassified to profit or

loss (21.10) 33.72 (21.34) 8.67

(ii) Income tax relating to items that will be

reclassified to profit or loss 7.37 (11.79) 7.41 (3.00)

9 Total comprehensive income for the period (7

+ 8) 3,507.84 4,808.39 4,345.84 3,645.97




103

Standalone Statement of Assets and Liabilities

(Rs. in crores)

Particulars

As at

September 30,

2019

March 31,

2019

March 31,

2018

March 31,

2017

A. Assets

1. Non-Current Assets

Property, plant and equipment 8,026.36 7614.71 6,507.95 6,536.72

Capital work-in-progress 821.19 706.77 1,079.72 409.78

Intangible assets 2,307.46 2467.04 1,351.46 1,234.32

Intangible assets under development 2,320.57 1713.02 2,048.99 1,630.62

Financial assets

- Investments 19,547.27 19032.07 16,645.48 14,301.70

- Loans 186.23 37.55 43.01 34.12

- Other financial assets 630.82 494.18 512.87 378.59

Deferred Tax Assets (Net) 254.84

Income tax assets (net) 825.64 827.56 637.08 489.89

Other non-current assets 1,584.38 1733.1 2,139.86 2,089.74

Total Non-Current Assets 36,249.92 34,626.00 30,966.42 27,360.32

2. Current Assets

Inventories 3,808.86 3839.27 2,701.69 2,758.01

Financial assets

- Investments 3,075.49 2983.96 3,937.49 3,606.70

- Trade receivables 4,580.73 3946.3 3,172.98 2,938.84

- Cash and cash equivalents 1,269.44 2237.58 1,417.95 546.09

- Bank balances other than cash and cash equivalents 1,479.82 1494.08 1,475.78 1,141.39

- Loans 320.11 673.4 975.16 506.51

- Other financial assets 435.61 556.22 627.34 571.29

Other current assets 1,916.12 2321.84 2,061.79 539.17

Assets held for sale - 18.41 110.10 -

Total Current Assets 16,886.18 18,071.06 16,480.28 12,608.00

Total Assets (1+2) 53,136.10 52,697.06 47,446.70 39,968.32

B. Equity and Liabilities

3. Equity

Equity share capital 596.11 595.8 594.97 296.81

Other equity 36,004.65 33613.43 29,699.07 26,488.81

36,600.76 34,209.23 30,294.04 26,785.62

4. Liabilities

i Non-Current Liabilities

Financial liabilities

- Borrowings 2,009.94 2031.78 2,195.90 2,233.99

- Other financial liabilities 480.81 451.18 398.49 419.36

Provisions 974.15 882.93 861.81 824.45

Deferred tax liabilities (net) 875.24 634.13 277.24 -

Other non-current liabilities 156.33 153.74 90.20 70.85

Total Non-Current Liabilities 4,496.47 4,153.76 3,823.64 3,548.65

ii Current Liabilities




104

Particulars

As at

September 30,

2019

March 31,

2019

March 31,

2018

March 31,

2017


- Borrowings 362.49 448.54 668.47 538.88

- Trade payables 6,881.08

(a) Total outstanding dues of Micro Enterprises

and Small Enterprises 102.84 118.98 161.79

(b) Total outstanding dues of creditors other than Micro Enterprises and Small Enterprises 7,821.57 9559.17 8,441.61

- Other financial liabilities 852.59 956.14 912.80 757.01

Other current liabilities 1,897.94 2362.57 2,212.42 696.81

Provisions 697.35 688.67 667.39 565.48

Current tax liabilities (net) 304.09 200 264.54 194.79

Total Current Liabilities 12,038.87 14,334.07 13,329.02 9,634.05

Total Equity and Liabilities (3+4) 53,136.10 52,697.06 47,446.70 39,968.32




105

PART B: AUDITED CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Statement of Profit and Loss

(Rs. in crores)

Particulars

Half Year ended

September 30, 2019

Financial Year Ended March 31,

2019 2018 2017

1. Income

a. Revenue from operations 49976.95 104,720.68 93,264.77 88,983.03

b. Other income 461.95 1,085.61 631.03 730.10

Total income 50438.90 105,806.29 93,895.80 89,713.13

2. Expenses

a. Cost of materials consumed 24950.67 56,120.20 48,439.86 45,805.38

b. Purchases of stock-in-trade 3037.17 5,961.90 5,017.43 4,849.82

c.

Changes in inventories of finished

goods, stock-in-trade and work-in-

progress (38.03) (1,730.48) 83.33 (13.83)

d. Excise duty - - 1,170.82 5,209.98

e. Employee benefits expense 5928.55 11,563.89 10,004.62 8,910.63

f. Finance costs 2951.15 5,021.35 3,987.09 3,648.46

g.

Depreciation and amortisation

expense 2499.71 3,990.77 3,279.90 2,812.72

h. Other expenses 9812.93 19,052.43 16,820.50 15,019.32

i. Amounts capitalised (459.18) (1,453.77) (1,497.89) (1,533.10)

Total expenses 48,682.97 98,526.29 87,305.66 84,709.38

3.

Profit before Exceptional Items,

Profit/(Loss) of Associates, Joint

ventures and Tax (1-2) 1755.93 7,280.00 6,590.14 5,003.75

4. Exceptional items (net) 158.64 224.32 2,628.12 447.11

5.

Profit before profit/(loss) of

associates, joint ventures and tax

(3 + 4) 1914.57 7,504.32 9,218.26 5,450.86

6. Share of profit/(loss) of associates

and joint ventures (net) 633.13 1,366.52 1,107.26 899.40

7. Profit before tax (5+6) 2547.70 8,870.84 10,325.52 6,350.26

8. Tax expense

a. Current tax 986.16 2,350.46 2,563.61 2,059.33

b. Deferred tax 299.00 503.53 (195.88) 240.40

9. Profit after tax (7 - 8) 1262.54 6,016.85 7,957.79 4,050.53

10. Other comprehensive income/

(loss)

a. (i) Items that will not be reclassified to profit or loss (92.70) (188.64) 113.51 218.95

(ii) Income tax relating to items

that will not be reclassified to profit or loss 5.58

11.90 3.46 4.19

b. (i) Items that will be reclassified to profit or loss (152.04) (97.57) 273.78 (30.70)




106

Consolidated Statement of Assets and Liabilities

(Rs. in crores)

Particulars

As at

September 30,

2019

March 31,

2019 March 31, 2018 March 31, 2017

A. ASSETS

1. Non-Current Assets

(a) Property, plant and equipment 25490.66

22,227.17 20,820.49 18,306.97

(b) Capital work-in-progress 1672.07

2,454.34 1,814.57 1,887.86

(c) Goodwill 2073.63

2,073.60 2,159.67

558.61

(d) Other Intangible assets 4308.33

4,681.97 3,201.74 2,123.43

(e) Intangible assets under development 3056.69

2,305.50 2,454.90 2,391.08

(f) Investments accounted using Equity method 11248.82

10,790.94 9,421.45 8,795.54

(g)

Financial Assets

- Investments 1357.26

1,369.94 1,246.09 1,166.23

(ii) Income tax relating to items

that will be reclassified to profit or

loss 43.66 (35.42) 7.60 (3.00)

11. Total comprehensive income for

the year (9 + 10) 1067.04 5,707.12 8,356.14 4,239.97

12. Profit for the year attributable

to:

a) Owners of the company 1261.68 5,315.46 7,510.39 3,698.04

b) Non-controlling interest 0.86 701.39 447.40 352.49

13. Other comprehensive income/

(loss) for the year attributable to:

a) Owners of the company (165.83) (273.98) 319.45 127.60

b) Non-controlling interest (29.67) (35.75) 78.90 61.84

14. Total comprehensive income for

the year attributable to:

a) Owners of the company 1,095.85 5,041.48 7,829.84 3,825.64

b) Non-controlling interest (28.81) 665.64 526.30 414.33

15. Earnings per share:

a. Basic earnings per share (Rs.) 11.39 48.91 69.20 34.16

b. Diluted earnings per share (Rs.) 11.35 48.70 68.86 33.98

16. Paid-up equity share capital

(Face value Rs. 5 per share) 553.87 543.96 543.13 270.89

17. Reserves and surplus 40,609.96 39,439.45 36,232.06 29,467.10




107

Particulars

As at

September 30,

2019

March 31,

2019 March 31, 2018 March 31, 2017

- Trade receivables 595.95

614.52

513.84 576.59

- Loans 41146.33

40,515.00 31,414.43 25,193.54

- Other financial assets 1010.95

828.97

512.43

443.91

(h) Deferred tax assets (net) 1269.33

1,502.91

841.60 906.67

(i) Income tax assets (net) 2066.28

1,797.02 1,251.02 987.02

(j) Other non-current assets 2658.98

2,823.65 2,482.66 2,616.94

Total Non-Current Assets 97,955.28 93,985.53 78,134.89 65,954.39

2.

Current Assets

(a) Inventories 11412.29

12,200.16 9,335.57 8,886.01

(b)

Financial assets

- Investments 6310.12

6,107.22 5,350.07 4,700.67

- Trade receivables 9826.84

9,290.51 8,489.82 7,199.26

- Cash and cash equivalents 2839.95

6,139.00 4,466.63 2,945.79

- Bank balances other than cash and cash

equivalents 2660.27

2,595.91 2,080.97 1,708.24

- Loans 31659.56

28,622.06 24,725.46 20,698.48

- Other financial assets 849.07

891.44 1,255.78 1,095.94

(c) Other current assets 3272.5

3,559.74 3,308.11 1,553.37

(d) Assets held for sale

-

63.61

Total Current Assets 68,830.60 69,406.04 59,076.02 48,787.76

Total Assets (1+2) 166,785.88 163,391.57 137,210.91 114,742.15

B. EQUITY AND LIABILITIES

3. Equity

(a) Equity share capital 553.87

543.96

543.13 270.89

(b)

Other equity 40,609.96 39,439.45 36,232.06 29,467.10

(c) Equity attributable to owners of the Company 41163.83

39,983.41 36,775.19 29,737.99

(d) Non-controlling Interests 8061.17

8,360.57 8,250.47 6,356.90




108

Particulars

As at

September 30,

2019

March 31,

2019 March 31, 2018 March 31, 2017

49,225.00 48,343.98 45,025.66 36,094.89

4. Liabilities

(i) Non-Current Liabilities

Financial Liabilities

- Borrowings 52800.63

43,526.17 33,809.18 30,124.51

-Trade payables-Total outstanding dues of

creditors other than micro and small enterprises 8.06

7.93

4.88

4.38

- Other financial Liabilities 1636.10

1,455.32 1,689.46 1,392.78

Provisions 4251.96

4,100.64 3,785.68 3,507.04

Deferred tax Liabilities (net) 2155.11

2,171.31 1,587.42 1,787.45

Other non-current Liabilities 5217.77

5,042.89 2,159.09 1,998.63

Total Non-Current Liabilities 66,069.63 56,304.26 43,035.71 38,814.79

(ii)

Current Liabilities


- Borrowings 11369.75

10,541.01 11,325.54 10,121.65

- Trade payables

(a) Total outstanding dues of micro and small

enterprises 134.75

166.98 237.75

221.21

(b) Total outstanding dues of creditors other

than micro and small enterprises 16013.18

20,825.19 18,049.59 14,575.66

- Other financial Liabilities 18579.06

21,178.94 14,208.43 11,775.94

Other current liabilities 3364.48

4,141.09 3,528.86 1,579.76

Provisions 1678.78

1,616.45 1,395.26

1,215.91

Current tax liabilities (net) 351.25

273.67

404.11 342.34

Total Current Liabilities 51,491.25 58,743.33 49,149.54 39,832.47

TOTAL EQUITY AND LIABILITIES (3+4) 166,785.88 163,391.57 137,210.91 114,742.15




109

PART C: AUDITED CASH FLOW STATEMENTS

Standalone Cashflow Statements

(Rs. in crore)

Particulars

For Half Year

ended

September 30,

2019

For the year

Ended March 31,

2019 2018 2017

A. Cash Flow from Operating Activities:

Profit before exceptional items and tax 3,017.94

6,354.74

5,668.76

4,174.15

Adjustments for:

Depreciation, amortisation and impairment expenses 1,085.28

1,860.40

1,479.42

1,526.38

(Gain)/Loss on foreign exchange fluctuations (net) (3.70)

(28.61)

55.14

(21.97)

Dividend on investment and interest income (948.17)

(1,318.44)

(808.42)

(979.99)

Net gain arising on financial assets measured at fair value (6.20)

(115.84)

(8.89)

(189.11)

Finance costs 57.35

113.39

112.20

159.59

Share based payment expenses 56.01

89.20

81.93

119.51

Gain on sale of current investments (net) (50.10)

(87.55)

(59.99)

(28.60)

Profit on property, plant and equipment sold/scrapped/written off (net) (25.28)

(3.30)

15.27

(20.18)

Impairment of Intangible Assets Under Development and

other assets

13.91

Operating profit before working capital changes 3,183.13

6,863.99

6,535.42

4,753.69

Changes in:

Trade and other receivables (186.90)

(660.74)

(1,783.74)

(724.19)

Inventories 30.41

(1,137.58)

56.32

(20.03)

Trade and other payables and provisions (2,230.47)

1,292.34

3,507.75

693.40

(2,386.96)

(505.98)

1,780.33

(50.82)

Cash generated from operations 796.17

6,358.01

8,315.75

4,702.87

Income taxes paid (net of refunds) (505.69)

(1,434.14)

(1,288.67)

(992.87)

Net cash flow from operating activities (A) 290.48

4,923.87

7,027.08

3,710.00

B. Cash Flow from Investing Activities:

Payments to acquire property, plant and equipment and

intangible assets (1,862.18)

(3,082.14)

(2,683.20)

(2,219.48)




110

Particulars

For Half Year

ended

September 30,

2019

For the year

Ended March 31,

2019 2018 2017

Proceeds from sale of property, plant and equipment and intangible assets 37.16

50.54

14.39

145.23

Payments to acquire non-current investments - subsidiaries (556.55)

(2,558.96)

(1,900.34)

(2,824.03)

Payments to acquire non-current investments - associates (55.15)

(34.45)

(17.88)

(213.07)

Payments to acquire non-current investments - joint ventures (123.80)

(198.72)

(484.59)

(213.05)

Payments to acquire other non-current investments -

(2.04) -

(9.01)

Payments to acquire current investments (74,026.48)

(144,592.65)

(136,022.66)

(114,825.00)

Proceeds from sale of current investments 74,051.96

145,592.59

135,862.21

113,729.39

Share application money paid (98.40)

-

(146.14)

(79.59)

Changes in earmarked balances and margin accounts with

banks 1.85

(0.25)

3.76

(0.36)

Bank deposits placed (884.60)

(1,733.00)

(1,874.09)

(2,110.74)

Bank deposits matured 897.08

1,714.95

1,539.80

2,414.48

Interest received 169.25

317.15

172.11

301.65

Dividends received 755.67

889.27

486.52

599.36

Inter-corporate deposits given (347.09)

(1,010.00)

(1,119.55)

(645.00)

Inter-corporate deposits refunded 550.15

1,324.50

642.93

628.68

Repayment of loan given

1,200.00

Exceptional Items:

Proceeds from sale of non current investments in subsidiaries,

associates and joint ventures 1,688.42

774.50

416.31

1,099.98

Proceeds from transfer of business (Net of cash)

238.73

Net cash flow from investing activities (B) 197.29

(2,548.71)

(5,110.42)

(2,781.83)

C. Cash Flow from Financing Activities:

Proceeds from borrowings 412.47

1,048.28

1,299.08

2,341.21

Repayment of borrowings and lease liabilities (604.75)

(1,420.81)

(1,239.86)

(2,515.39)

Dividends paid (including tax thereon) (1,189.37)

(1,011.74)

(923.01)

(839.11)

Interest, commitment and finance charges paid (74.49)

(170.95)

(169.52)

(148.20)




111

Particulars

For Half Year

ended

September 30,

2019

For the year

Ended March 31,

2019 2018 2017

Net cash flow from financing activities (C) (1,456.14)

(1,555.22)

(1,033.31)

(1,161.49)

Net (decrease)/increase in cash and cash equivalents

(A+B+C) (968.37)

819.94

883.35

(233.32)

Cash and cash equivalents at the beginning of the period 2,237.58

1,417.95

533.89

842.31

Addition/(deletion) consequent to merger

(75.19)

Unrealised gain on foreign currency cash and cash equivalents 0.23

(0.31)

0.71

0.09

Cash and cash equivalents at the end of the period 1,269.44

2,237.58

1,417.95

533.89

Consolidated Cashflow Statement

(Rs. in crores)

Particulars

Half Year

September 30,

2019

Year ended March 31,

2019 2018 2017

A Cash Flow from Operating Activities:

Profit before exceptional items and tax 1,755.93 7,280.00 6,590.14 5,003.75

Adjustments for:

Depreciation and amortisation expenses 2,499.71 3,990.77 3,279.90 2,941.51

Loss / (Gain) on foreign exchange fluctuation (net)

(11.06)

(34.22)

91.76

(55.35)

Dividend and interest income [excluding Sep-19 Rs 5,565.64 crores FY 19 Rs 9,962.80 crores, 2018: Rs. 8,353.21 crores) in

respect of financial services business]

(257.52)

(509.87)

(402.99)

(422.81)

Interest, commitment and finance charges [excluding Sep 19 Rs

2,585.47 FY 19 Rs 4,386.16 crores 2018: Rs. 3,409.89 crores)

in respect of financial services business]

365.68 635.19 577.20 462.01

Share-based payment expenses

102.96 143.04 112.00 170.70

Net Gain on financial instruments

(100.87)

(408.88)

(99.43)

(242.26)

Loss on property, plant and equipment sold / scrapped / written

off (net)

(23.11)

16.31 10.45 53.90

2,575.79 3,832.34 3,568.89 2,907.70

Operating Profit before working capital changes

4,331.72

11,112.34

10,159.03

7,911.45

Changes in:




112

Particulars

Half Year

September 30,

2019


2019 2018 2017

Trade and other receivables

(474.72)

(340.76)

(2,065.91)

(2,175.10)

Financial Services receivable

(3,479.32)

(13,370.94)

(9,852.00)

(6,434.37)

Inventories

760.90

(2,276.20)

(256.32)

240.97

Trade and other payables

(5,318.58)

3,465.67

5,360.93

2,644.95

(8,511.72)

(12,522.23)

(6,813.30)

(5,723.55)

Cash (used in) / generated from operations

(4,180.00)

(1,409.89)

3,345.73

2,187.90

Income taxes paid (net of refunds)

(1,098.35)

(2,937.40)

(2,663.87)

(2,004.81)

Net cash flow from operating activities

(5,278.35)

(4,347.29)

681.86

183.09

B

Cash Flow from Investing Activities:

Payment to acquire property, plant & equipment and other

intangible assets

(3,172.97)

(7,340.01)

(5,905.78)

(5,026.15)

Proceeds from sale of property, plant & equipment and other

intangible assets

57.11 141.54 114.72 62.63

Payment to acquire investments

(131,182.89)

(196,473.58)

(155,158.64)

(132,172.74)

Proceeds from sale of investments

130,857.13

195,897.54

154,630.80

130,940.06

Interest received

151.79

314.37

253.62

345.88

Proceeds from buy-back of shares by associate

446.31

-

-

-

Dividends received from Joint ventures and Associates

415.25

444.60

301.52

391.21

Dividends received from others

25.91

21.09

14.76

\17.71

Bank Deposits placed

(666.54)

(2,751.76)

(2,180.56)

(2,505.34)

Bank Deposits matured

516.37

2,250.65

1,932.95

2,722.86

Net change in Earmarked and Margin account

(21.00)

(69.99)

(43.10)

(8.17)

Purchase of Investment in Joint ventures and Associates

(340.98)

(319.38)

(703.98)

(647.36)

Purchase consideration paid on acquisition of the Subsidiaries net of cash acquired

66.19

4.97

(400.77)

(83.47)

Consideration received on disposal of Joint ventures and

Associates

-

711.79

1,676.53

87.50




113

Particulars

Half Year

September 30,

2019


2019 2018 2017

Net cash used in investing activities

(2,848.32)

(7,168.17)

(5,467.93)

(5,875.38)

C

Cash Flow from Financing Activities:

Proceeds from Issue of Shares to Employees by ESOP Trust

0.16

1.00

4.41

12.19

Proceeds from sale of shares by Benefit Trust

1,242.51

-

-

-

Proceeds from borrowings

26,668.38

71,389.41

66,819.38

72,180.59

Repayments of borrowings

(20,971.32)

(56,573.82)

(60,213.53)

(66,024.07)

Net change in Loans repayable on demand and cash credit

(76.91)

221.82

(144.52)

1,101.60

Dividends paid (including dividend distribution tax paid

thereon)

(1,135.09)

(937.46)

(845.73)

(771.66)

Dividend paid to non-controlling interests (including dividend

distribution tax paid thereon)

(262.93)

(196.06)

(117.63)

(164.28)

Proceeds from issue of shares to non-controlling interest

(280.93)

11.98

1,333.05

244.65

Interest, Commitment and Finance charges paid

(311.79)

(723.24)

(520.93)

(471.05)

Net cash from financing activities

4,872.08

13,193.63

6,314.50

6,107.97

Net increase in cash and cash equivalents

(3,254.59)

1,678.17

1,528.43

415.68

Cash and cash equivalents at the beginning of the year

6,139.00

4,466.63

2,937.49

2,521.72

Unrealised gain/(loss) on foreign currency cash and cash

equivalents

(44.46)

(5.80)

0.71

0.09

Cash and cash equivalents at the end of the year 2,839.95 6,139.00 4,466.63 2,937.49