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MAHINDRA & MAHINDRA LIMITED

COMMITTEES OF THE BOARD BOARD OF DIRECTORS


Keshub Mahindra
Audit Committee Chairman
Deepak S. Parekh Anand G. Mahindra
Chairman Vice-Chairman & Managing Director

Nadir B. Godrej Deepak S. Parekh


M. M. Murugappan A. K. Nanda
R. K. Kulkarni Nadir B. Godrej
M. M. Murugappan
Share Transfer and Shareholders/ Narayanan Vaghul
Investors Grievance Committee A. S. Ganguly
Keshub Mahindra R. K. Kulkarni
Chairman Anupam Puri
Anand G. Mahindra Arun Kanti Dasgupta
Nominee of Life Insurance Corporation of India
Bharat Doshi
Bharat Doshi
A. K. Nanda
Executive Director
R. K. Kulkarni

Remuneration/Compensation Committee Narayan Shankar


Narayanan Vaghul Company Secretary
Chairman
Bankers
Keshub Mahindra Bank of America N.A.
Nadir B. Godrej Bank of Baroda
M. M. Murugappan Bank of India
Canara Bank
Loans & Investment Committee Central Bank of India
Keshub Mahindra HDFC Bank Limited
Chairman Standard Chartered Bank
State Bank of India
Anand G. Mahindra Union Bank of India
Bharat Doshi
Auditors
A. K. Nanda
Deloitte Haskins & Sells
R. K. Kulkarni 12, Dr. Annie Besant Road, Opp. Shiv Sagar Estate,
Worli, Mumbai 400 018.
Research & Development Committee
Advocates
A. S. Ganguly
Chairman Khaitan & Co.,
One Indiabulls Centre,
Anand G. Mahindra 13th Floor, 841, Senapati Bapat Marg,
Nadir B. Godrej Elphinstone Road, Mumbai 400 013.
M. M. Murugappan Registered Office
Bharat Doshi Gateway Building, Apollo Bunder, Mumbai 400 001.

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GROUP EXECUTIVE BOARD

Anand G. Mahindra Ramesh Iyer


Vice-Chairman & Managing Director Managing Director - Mahindra & Mahindra Financial Services
Limited
Bharat Doshi
Executive Director and Group Chief Financial Officer Rajesh Jejurikar
Chief Executive - Automotive Division (Automotive Sector)
Rajeev Dubey
President (HR, After-Market & Corporate Services) Sanjay Kalra
Chief Executive Officer - Tech Mahindra Limited
Pawan Goenka
President (Automotive & Farm Equipment Sectors) Harsh Kumar
Managing Director - Mahindra Intertrade Limited
Hemant Luthra
President (Systems & Technologies Sector) Romesh Kaul
Global Chief Executive Officer - Gears Business, Systech Sector
Anoop Mathur
President (Two-Wheeler Sector) Bishwambhar Mishra
Chief Executive Officer - Swaraj Division (Farm Equipment Sector)
Uday Y. Phadke
President (Finance, Legal & Financial Services Sector) Gautam Nagwekar
Chief Executive - Mahindra Division (Farm Equipment Sector)
Ulhas N. Yargop
President (Information Technology Sector) V. S. Parthasarathy
Executive Vice President - Finance, M&A and Group CIO
Anita Arjundas
Managing Director - Mahindra Lifespace Developers Limited & Ramesh Ramanathan
CEO Real Estate Sector Managing Director - Mahindra Holidays & Resorts India Limited
& CEO Hospitality Sector
Zhooben Bhiwandiwala
Executive Vice President & Managing Partner, Mahindra Partners Pravin Shah
Chief Executive - International Operations (Automotive & Farm
C. P. Gurnani Equipment Sectors)
Chief Executive Officer - Mahindra Satyam
Rajan Wadhera
Ruzbeh Irani Chief Executive - Technology, Product Development and
Executive Vice President - Corporate Strategy & Chief Brand Officer Sourcing (Automotive & Farm Equipment Sectors)

Contents
Directors’ Report .................................................................................................................................................. 3
Management Discussion and Analysis .................................................................................................................. 27
Corporate Governance ......................................................................................................................................... 47
Sustainability ........................................................................................................................................................ 73
Accounts .............................................................................................................................................................. 79
Statement pursuant to Section 212 ..................................................................................................................... 129
Consolidated Accounts ......................................................................................................................................... 133

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MAHINDRA & MAHINDRA LIMITED

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MAHINDRA & MAHINDRA LIMITED

Directors’ Report
Dear Shareholders
Your Directors present their Report together with the Inspite of the global financial crisis, India’s economic growth
audited accounts of your Company for the year ended is steadily gaining momentum, led by a very encouraging
st re-bound in industrial activity during the year. The sharp
31 March, 2010.
increase in consumer durables and capital goods production
Financial Highlights
(Rs. in crores) this fiscal is particularly heartening as it indicates
strengthening consumer and business confidence in the
2010 2009
Gross Income 20595 14983 country.
Less: Excise Duty on Sales 1794 1619
Agricultural GDP however, witnessed a decline this year
Net Income 18801 13364
Profit before Depreciation, Interest, due to the severe drought experienced during the kharif
Exceptional items and Taxation 3155 1363 season. Food prices as a consequence, rose alarmingly and
Less: Depreciation/Amortisation 371 292 food inflation in India has leapfrogged to challenging levels.
Profit before Interest,
Exceptional items and Taxation 2784 1071 In these challenging times, the Automotive and Farm
Less: Interest (Net) 28 45 Divisions of your Company have clocked one of their best
Profit before Exceptional
items and Taxation 2756 1026 performances reflecting in substantial growth in the net
Add: Exceptional items 91 10 income of the Company by 40.7% to Rs.18,801 crores in
Profit before Taxation 2847 1036 the year under review from Rs.13,364 crores in the Financial
Less: Provision for Tax - Current Tax Year 2009. Consequent to this commendable performance,
(including Fringe Benefit Tax) 749 58
Less: Provision for Tax - Deferred Tax (Net) 10 141 the profit after tax of the Company for the current year
Profit for the year 2088 837 was Rs.2,088 crores as against Rs.837 crores for the
Add: Profit of Mahindra Holdings & previous year.
Finance Limited for the period
1st February, 2008 to 31st March, 2008 - 31 Profits
Balance of profit for the year 2088 868
Balance of profit for earlier years 3365 2775 The Profit for the year before Depreciation, Interest,
Add: Amount transferred on Exceptional items and Taxation was Rs.3,154.59 crores as
Amalgamation of Mahindra Holdings &
Finance Limited - 160 against Rs.1,362.97 crores in the previous year, an increase
Less: Transfer to Debenture Redemption of 131.45%. Profit after tax was Rs.2,087.75 crores as
Reserve 31 30 against Rs.836.78 crores in the previous year clocking an
Profits available for appropriation 5422 3773
increase of 149.50%. Your Company continues with its
Less: General Reserve 210 100
Credit of Income-tax on Proposed rigorous cost restructuring exercises and efficiency
Dividend of previous year - (4) improvements which have resulted in significant savings
Proposed Dividends 550 279
through value engineering, economising, optimisation of
Income-tax on Proposed Dividends 74 33
Balance carried forward 4588 3365 plant capacity utilisation and cost competitiveness in almost

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all areas thereby enabling the Company to take full over the previous year’s volume of 1,53,654 vehicles
advantage of the recovery in the economy. [includes 1,53,653 MUVs and 1 Light Commercial Vehicle
(“LCV”)]. The domestic sales volume of 44,438 three-
Dividend
wheelers was lower by 0.2% as compared to the previous
Your Directors are pleased to recommend a dividend of year’s volume of 44,533 three-wheelers.
Rs.8.75 per Ordinary (Equity) Share and also a Special
The Company’s domestic MUV sales volumes grew by
Dividend of Rs.0.75 per Ordinary (Equity) Share aggregating
39.4% as against the industry MUV sales growth of 26%.
Rs.9.50 per Ordinary (Equity) Share of the face value of
The Company strengthened its dominant position in the
Rs.5 each, payable to those Shareholders whose names
domestic MUV segment by increasing its market share to
appear in the Register of Members as on the Book Closure
63.3% over the previous year’s market share of 57.2%.
Date. The Special Dividend is being recommended in the
light of the very successful listing of Mahindra Holidays & Xylo, which was launched in January, 2009 has been very
Resorts India Limited Equity Shares on the Stock Exchanges. well accepted in the market. A total of 27,978 Xylos were
In recognition of the impressive performance of the sold in the year under review.
Company, a substantial increase is being made in the
In a very competitive small 4-wheeler cargo segment (0.75
proposed dividend as compared to the dividend of Rs.10
Ton), your Company has launched the Maxximo, a small 4
per Equity Share paid in the previous year. Also the
wheeler cargo vehicle, with 2-cylinder common rail engine,
proposed dividend will be paid on a slightly enlarged capital
in February, 2010. In the 0.5 Ton Truck load segment, your
base of Rs.289.21 crores (as against Rs.278.82 crores in
Company launched a compact Truck – Gio.
the previous year). The equity dividend outgo for the
Financial Year 2009-10, inclusive of tax on distributed profits In the Overseas market, despite difficult economic
(after reducing the tax on distributed profits of Rs.17.04 conditions, your Company registered superior growth.
crores payable by the subsidiaries on the dividends During the year under review, your Company sold 10,567
receivable from them during the current Financial Year) vehicles [including 1,323 vehicles sourced from Mahindra
would absorb a sum of Rs.623.75 crores (as against Navistar Automotives Limited (“MNAL”) and 922 three-
Rs.312.06 crores comprising the dividend of Rs.10 per wheelers] in the Overseas market as compared to 8,501
Equity Share of Rs.10 each paid for the previous year). vehicles [including 693 vehicles sourced from MNAL and
273 three-wheelers] in the previous year registering a
Automotive Division:
growth of 24.3%.
Your Company recorded total sales of 2,36,759 vehicles
Spare parts sales for the year stood at Rs. 514.96 crores
and 45,360 three-wheelers as compared to 1,61,882
(including Exports of Rs. 22.4 crores) as compared to
vehicles and 44,806 three-wheelers in the previous year
Rs. 362.75 crores (including Exports of Rs.27 crores) in the
registering a growth of 46.3% and 1.2% in vehicles sales
previous year, registering a growth of 42%.
and three-wheeler sales respectively.
Farm Division:
On the domestic sales front, your Company sold 2,27,114
vehicles [includes 2,14,128 Multi Utility Vehicles (MUVs), Your Company’s Farm Division recorded sales of 1,75,196
3,722 small 4 wheelers 0.75 Ton cargo and 9,264 mini 4 tractors as against 1,20,202 tractors sold in the previous
wheelers 0.5 Ton cargo] registering a growth of 47.8% year, recording a significant growth of 45.8%. For the

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MAHINDRA & MAHINDRA LIMITED

previous year figures, the Company has taken into business has been hived-off into a wholly owned subsidiary
consideration, the merger of Punjab Tractors Limited with (Mahindra Defence Land Systems Private Limited – now
st
your Company, the appointed date of which was 1 August, rechristened as Defence Land Systems India Private Limited)
2008. with effect from 1st July, 2009. Your Company has further
signed a Joint Venture Agreement on 30th November, 2009
After 3 years of plateauing of the domestic tractor industry
with BAE Systems Plc. to form a 74:26 Joint Venture for
and despite one of the worst South-West monsoons, this
defence land systems products. Once this Joint Venture is
year saw a strong resurgence with the domestic industry
operational, it would further expand its product base to
clocking sales of 4,00,203 tractors registering a growth of
include manufacture of artillery products and combat
31.7% over the last year. Your Company outperformed the
vehicles in technical assistance with BAE Systems Plc.
industry with domestic sales of 1,66,359 tractors, a growth
of 46.9% as compared to 1,13,269 tractors sold in the In the Naval Systems business, your Company currently
previous year. This has also helped gain market share which manufactures Sea Mines, Decoy Launchers and composites
now stands at 41.4% as compared to 40.8% in the previous for various naval and other applications.
Financial Year, thus completing 27 years of leadership in
In the Special Services Group business, your Company
the Indian tractor industry.
provides corporate risk management consultancy services
With the slow recovery in international markets, especially and assists organisations in maintaining their competitive
in the US, tractor industry exports from India continued to edge by protecting Information, Physical and Personnel
be under strain. In contrast, your Company’s exports grew assets through implementing the security strategy
27.5% to reach 8,837 tractors as compared to 6,933 encompassing people, process and technology. MSSG has
tractors exported in the previous year. been integrated with the MDS Operating Group from
1st April, 2009 in order to synergise the efficiencies with
Beyond Agriculture, in the Powergen space under the
other businesses of MDS. During the year, this business
Mahindra Powerol Brand, your Company sold 48,011
has expanded to Northern and Southern India as well as
engines in this Financial Year, as against 52,350 engines in
some international markets.
the previous year. Your Company retained its leadership
position in the genset market catering to the telecom space, Management Discussion and Analysis Report
while strengthening its presence in the retail segment.
A detailed analysis of the Company’s performance is
Mahindra Defence Systems Division (MDS): discussed in the Management Discussion and Analysis
Report, which forms part of this Annual Report.
Your Company, through Mahindra Defence Systems (MDS)
Operating Group, is engaged in three defence related Corporate Governance
businesses – a) Land Systems b) Naval Systems and
Your Company is committed to transparency in all its
c) Mahindra Special Services Group (“MSSG”).
dealings and places high emphasis on business ethics. Your
In the Land Systems business, your Company provides Company received the Best Governed Company 2009
armouring solutions for light combat vehicles and SUVs as Award from the Indian Merchants Chamber and the Asian
well as high mobility vehicles for defence, police and Centre for Corporate Governance and Sustainability. During
paramilitary use. Pursuant to an approval accorded by the the year, CRISIL has re-affirmed the highest level rating,
th
Shareholders by way of Postal Ballot on 4 April, 2009 this (Level 1) for Governance and Value Creation for the fourth

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year in a row. This rating indicates that the capability of Consequent to the Stock-split, a new International Securities
the Company with respect to wealth creation for all its Identification Number (ISIN) INE101A01026 has been
stakeholders while adopting strong Corporate Governance created by the Depositories for the Company’s Equity Shares
practices is the highest. A Report on Corporate Governance of the face value of Rs.5 each.
along with a Certificate from the Statutory Auditors of the
Company regarding the compliance of conditions of Finance
Corporate Governance as stipulated under Clause 49 of
Despite prolonged global challenges, the Indian economy
the Listing Agreement forms part of the Annual Report.
showed signs of recovery in most of the Sectors in the
Share Capital Financial Year 2009-10. The risk appetite returned to
Increase in Share Capital financial markets as equities and debt raising gained
During the year under review, your Company allotted: momentum on the back of abundant liquidity. Even though
things looked to be on an upswing, Corporates still faced
1) 10,00,000 Ordinary (Equity) Shares of Rs.10 each to
the task of sustaining growth amidst volatilities as well as
the Trustees of Mahindra & Mahindra Employees’ Stock
surging inflation.
Option Trust; and
2) 93,95,974 Ordinary (Equity) Shares of Rs.10 each to During the year, keeping in mind the volatile times, your
Golboot Holdings Limited upon compulsory conversion Company continued to focus on managing cash efficiently.
of 93,95,974 Fully and Compulsorily Convertible Even while financing its ongoing modernisation and growth
Debentures. initiatives, it was ensured that your Company had abundant
Sub-division (“Stock-split”) of Face Value of liquidity. Your Company did not need to tap the capital
Equity Shares market and in fact used its strong liquidity at its disposal

Pursuant to the approval received from the Members of to repay foreign currency loans aggregating USD 94.5

the Company by way of Postal Ballot on 11th March, 2010, million without the need for refinancing.

your Company has on 31st March, 2010, upon sub-division, As was reported in the previous year’s Director’s Report,
issued 2 (Two) Ordinary (Equity) Shares of Rs.5 each fully your Company had, in July, 2008, issued 9.25% p.a.
paid-up in the Equity Share Capital of the Company for Unsecured Fully and Compulsorily Convertible Debentures
every 1 (One) Ordinary (Equity) Share of the face value of (“FCD”), each FCD having a face value of Rs. 745 and
Rs.10 fully paid-up held by the Members in the Equity convertible into one Equity Share of Rs. 10 each in the
Share Capital of the Company as on the Record Date i.e. Company at a price of Rs. 745 per Share. In January,
30th March, 2010. 2010, in accordance with the terms of the issue, the FCDs
Post allotment of Equity Shares and sub-division of Equity were converted into Equity Shares of the Company and
Shares as aforesaid, the issued, subscribed and paid-up your Company allotted 93,95,974 Ordinary (Equity) Shares
Share Capital of the Company stands at Rs.289.21 crores of Rs.10 each, adding Rs. 700 crores to its Net Worth.
comprising of 57,84,34,478 Ordinary (Equity) Shares of
Rs.5 each fully paid-up and the Authorised Share Capital Your Company follows a prudent financial policy and aims
of the Company stands at Rs.625 crores comprising of to maintain optimum financial gearing at all times. The
1,20,00,00,000 Ordinary (Equity) Shares of Rs.5 each and Company’s total Debt to Equity Ratio was 0.37 as at
25,00,000 Unclassified Shares of Rs.100 each. 31st March, 2010.

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MAHINDRA & MAHINDRA LIMITED

Your Company has been rated by CRISIL, ICRA Limited Your Company’s move into the Aerospace segment is
(ICRA) and Credit Analysis & Research Limited (CARE) for supported by a renewed demand for economical air
its Banking facilities under Basel II norms. During the year, transportation around the world. The Company’s
CRISIL reaffirmed its rating of “AA” and revised its rating investment in component capability addresses the
outlook to “AA/ Stable” from “AA/ Negative” for your growing needs of both the civil and defence markets
Company’s Long Term Facilities under Basel II. During the and in particular the offset opportunities that have
year, ICRA also reaffirmed its rating of “LAA+” for your triggered world wide interest in Indian Aerospace.
Company and also revised its rating outlook from “LAA+/
Negative” to “LAA+/Stable” and CARE has maintained a 2. Joint Venture with BAE Systems Plc.
Long Term Rating of “CARE AA+”.
Through various initiatives, your Company had
CRISIL, ICRA and CARE have all reaffirmed the highest
positioned itself to play a major role in the Indian
rating for your Company’s Short Term facilities. Your
Defence Sector for the manufacture and integration
Company’s Bankers continue to rate your Company as a
of weapon systems and platforms. Your Company had
prime customer and extend facilities/services at prime rates.
also been exploring opportunities for partnerships with
Acquisitions and other matters companies with globally proven high end defence
technologies. With this objective in mind, your
1. Acquisition of Aerostaff Australia and Gippsland
Company had evaluated various options and identified
Aeronautics
possibilities for forming separate Joint Ventures/alliances
Your Company decided to make a foray into Aerospace with strategic partners.
Sector with the intention of penetrating into global
aerospace supply chain as a credible registered As mentioned earlier in this Report, your Company
manufacturer of components and assemblies with the has entered into a Joint Venture with BAE Systems Plc.
leading players in Aerospace and also to become small (“BAE”). BAE is a premier global defence, security and
capacity aircraft manufacturer. To meet these goals, aerospace company delivering a full range of products
your Company has made 2 acquisitions in Australia as and services for air, land and naval forces, as well as
under: advanced electronics, security, information technology
solutions and customer support services.
Aerostaff Australia (“AA”) manufactures high-precision
close-tolerance aircraft components and assemblies
for large aerospace Original Equipment 3. Gear Vertical
Manufacturers (“OEMs“).
Mahindra Gears & Transmissions Private Limited
Gippsland Aeronautics (“GA”) is an established brand (“MGTPL”) is a subsidiary of your Company. With a
in general aviation and has delivered more than 200 view to derive optimum structuring and operational
FAR 23 certified planes in 32 countries. benefits and unlock value in MGTPL, your Company
NM5 is a 5-seater Aircraft designing and manufacturing divested 46.66% of the Equity Share Capital in MGTPL
project which is being developed by your Company in favour of ICICI Venture Fund during the year.
with Hindustan Aeronautics Limited. The NM5 initiative Subsequent to the divestment, the holding of your
compliments the product portfolio of GA. Company in MGTPL stands at 53.34%.
4. Demerger of Non Fruit Business of Mahindra shall stand cancelled. Upon the Scheme becoming
Shubhlabh Services Limited into the Company effective, the Company shall issue and allot to the
Shareholder of MSSL (other than the Company and
Mahindra Shubhlabh Services Limited (“MSSL”),
MHL) as on the Record Date 34,730 fully paid-up Equity
a subsidiary of your Company, is in the business of
Shares of Rs.5 each of the Company. Currently, the
a) domestic sales and exports of fresh fruit products
Scheme is in process of being filed with the Stock
and b) production and distribution of Agri Inputs
Exchanges and the Honourable High Court of
namely Seeds, Seed Potato and Crop Care Products.
Judicature at Bombay for approval.
MSSL’s Fruits business is currently focused on exports
of grapes to Europe. MSSL proposes to expand its 5. Mahindra Forgings Limited Qualified Institutional
foray into other Fruits businesses. MSSL has till now Placement and issue of Warrants to the Company
steadily developed a footprint in Agri Input business, Mahindra Forgings Limited (“MFL”), a subsidiary of
which is strategically an important business to your the Company, raised capital by way of a Qualified
Company, as it directly relates with the farmer and Institutional Placement (“QIP”) to Qualified Institutional
Farm Tech Prosperity, essential for improving customer Buyers accompanied by a simultaneous issue of
bonding, customer loyalty and market penetration of Warrants to your Company, in terms of Securities and
your Company. Exchange Board of India (Issue of Capital and Disclosure
In view of the Agri Inputs business being a high Requirements) Regulations, 2009.
gestation business, MSSL now intends to streamline An amount of Rs.175 crores was raised through a QIP
its operations and wants to focus only on the Fruits by issue and allotment of Equity Shares of the face
Business and explore strategic options to grow this value of Rs.10 each at a price of Rs.107.75 per Equity
business domestically and globally in terms of scale Share to Qualified Institutional Buyers. MFL has also
and profitability and going forward, the Agri Inputs allotted 72,99,270 Warrants on a preferential basis to
business would be demerged into your Company owing your Company wherein each Warrant entitles the
to its strategic importance and funding resources Company to apply for and be allotted one Equity Share
required for the same. of MFL of the face value of Rs.10 each at a price of
To achieve the above objective, a Scheme of Rs.137 per share, in one or more tranches, at any
Arrangement between MSSL and your Company and time after the date of allotment of Warrants but on or
their respective Shareholders was announced by your before the expiry of 18 months from the date of
th
Company and MSSL on 30 March, 2010 which inter allotment of Warrants. The Company has made an
alia envisages demerger of the Agri Inputs Business upfront payment of 25% of the aggregate price
along with other common assets and liabilities (“Non amounting to approximately Rs.25 crores and has
Fruit business”) of MSSL into the Company under the exercised its option to convert 30,00,000 Warrants
provisions of sections 391 to 394 of the Companies into Equity Shares. The Company still has an option to
Act, 1956. The Appointed Date of the Scheme would convert the balance 42,99,270 Warrants into Equity
be 1st January, 2010 and pursuant to the Scheme, Shares by 3rd September, 2011. As a result of the
Shares held by the Company and its wholly owned above, the Company’s shareholding in MFL stands at
subsidiary, Mahindra Holdings Limited (“MHL”) in MSSL 50.68%.
MAHINDRA & MAHINDRA LIMITED

6. Acquisition of Shareholding of Renault s.a.s. in Space, your Company subsequent to the year end
Mahindra Renault Private Limited (“MRPL”) and take decided to acquire a majority stake in Reva Electric Car
over of the business of MRPL as a going concern Company Private Limited (“Reva”). Established in 1994,
Reva launched its first EV in 2001 under the ‘Reva’
The Company had entered into a Joint Venture with
brand and further extended it to London in 2004 under
Renault s.a.s. (“Renault”) for the manufacture and sale
the ‘G-Wiz’ brand. With the help of its strong
of the Logan sedan car principally for the Indian market
engineering team and frugal mindset, it has developed
in 2005. Mahindra Renault Private Limited (“MRPL”), a
significant proprietary technology which has enabled
subsidiary of the Company had commenced commercial
it to create a fleet of EVs worldwide with over 3,000
production of the car badged as Mahindra Renault
vehicles on the road in more than 20 countries
Logan from February, 2007.
including India, the United Kingdom and other
The Company had been in discussions with Renault to countries in Europe.
arrive at a long term solution to MRPL’s continuing This acquisition would help your Company to
losses and subsequent to the year end, your Company compliment its other clean energy initiatives on Hybrid,
signed a Framework Agreement with Renault to buyout Hydrogen and Bio-diesel which is an important element
Renault’s Shares in MRPL which would result in MRPL in the sustainable mobility strategy of the Company.
becoming a wholly owned subsidiary of your
Company. Renault would continue to support the Stock Options
Company and the Logan through a License Agreement
On the recommendation of the Remuneration/
and supply of key components. Through this
Compensation Committee of your Company, the Trustees
Agreement, your Company would strive to ensure
of the Mahindra & Mahindra Employees’ Stock Option
continuity and build on the positive customer equity
Trust have granted 4,01,770 Stock Options to Eligible
that exists for the Logan in India.
Employees during the year under review.
7. Going Green – Acquisition of Reva Electric Car Details required to be provided under the Securities and
Company Private Limited Exchange Board of India (Employee Stock Option Scheme
and Employee Stock Purchase Scheme) Guidelines, 1999
Given the concerns about environment, tighter
(“the Guidelines”) are set out in Annexure I to this Report.
regulation on emission, debate on greenhouse gases
and taxation on emission, the demand for electric- Mahindra & Mahindra Limited Employees Stock Option
vehicles (“EV”) is projected to increase many fold. Most Scheme - 2010
global OEMs are working on EV programs and are at
Your Company proposes to introduce a new Employee
least 1 to 2 years away from commercial production.
Stock Option Scheme known as ‘Mahindra & Mahindra
Your Company is of the view that it should be focused
Limited Employees Stock Option Scheme 2010’ (“New
on developing EV capabilities that would assist it to
Scheme”). The New Scheme will facilitate grant of Options
be ready to exploit this opportunity.
to the employees in the form of Stock Options and/ or
Keeping in mind the above opportunity and with a Restricted Stock Units (“RSU’s”) and /or other instruments
view to consolidate its presence in the Automotive (“Options”) exercisable into Equity Shares. It is proposed
that the Options can be exercised by the employees at a New Certifications
price equal to or not less than the face value of the Equity The Sustainability Reporting System of your Company
Shares of the Company. The necessary Resolutions seeking provides a framework for environmental initiatives,
consent of the Members are being sought as proposed in objectives & targets and helps in continually improving its
the Notice convening the Annual General Meeting. Air, Water and Waste Management performance. All Plants
of Automotive Division have been certified with amended
The New Scheme has been formulated in accordance with
standard for ISO 14001: 2004 & OHSAS 18001. Your
the Guidelines and other applicable laws.
Company’s commitment to environment stems from the
Group’s abiding concern for the Stakeholders engagement
Industrial Relations
in and around the society. Its nature of operations has a
Industrial Relations remained cordial and harmonious low impact on the environment due to implementation of
throughout the year. As mentioned in the last year’s Environment Management System which provides a healthy
Directors’ Report, the workmen at the Nashik plant of the work environment to its employees and ensures conduct
Automotive Division of the Company resorted to one illegal of environment friendly business.
strike in May, 2009. The Management Discussion and Implementation of Occupational Health & Safety
Analysis Report gives an overview of the developments in Management System Standard has re-enforced the
Human Resources/Industrial Relations during the year. Company’s commitment of Safety and Occupational Health
to high levels. OHSAS 18001:2007 is the best existing
Safety, Health and Environmental Performance safety practice which is implemented through the amended
management system and all the Plants of the Automotive
Health and Safety
Division have been certified during the year 2009-10. The
Your Company continues to demonstrate a strong individual operational Units of the Automotive Division i.e.
commitment towards Safety, Occupational Health and Kandivli, Nashik, Igatpuri, Zaheerabad and Haridwar are
Environment. Your Company has a well established Safety, also certified. The OHSAS system aims to eliminate or
Occupational & Environmental Policy (SH&E). The objectives minimise risk to employees and other interested parties
and targets derived from the Policy are supported by who may be exposed to Occupational Safety risks associated

Management Programs. with its activities.


Occupational Health Examination
The Safety, Occupational Health & Environment of its
Your Company’s Plants continued its commitment to improve
employees are embedded as core Organisational values of
the well being of the employees. During the year 2009-10,
the Company. The Policy inter alia covers and ensures safety
all employees in Hazardous operations were medically
of public, employees, plant and equipment, imparts training
examined once in six months and other employees from
to all its employees as per training calendar, carries out
Non-Hazardous operations were examined once in a year.
statutory safety assurance and audits of its facilities as per
Environmental Initiatives :
legal requirements, conducts regular medical and
occupational check-up of its employees and promotes Air Pollution Management
eco-friendly activities. With a clear view on sustaining green business growth,
MAHINDRA & MAHINDRA LIMITED

the need for clean environment was given a renewed focus. of the same. Your Company is conscious towards
By incorporation of new technological upgradations, your environment and ensures environment friendly disposal of
Company is now in the process of calculating carbon foot e-waste.
print of Plants location wise and is taking adequate
Greenbelt Development
measures to mitigate the causes attributing to it. The
Company also has a roadmap to reduce Green House Gas Your Company has community partners at each location
(“GHG”) emissions by curtailing travel of its employees to for green belt development. Mahindra Hariyali was one of
client locations for Meetings and discussions and this is the initiatives which was implemented at the Plants at
achieved by promoting the use of Video Conferencing. Mumbai and Kanhe and at dealers & distributors across
Your Company is constantly imbibing the major India. Your Company’s Plants at various locations have
environment sensitisation drives amongst its employees partnered with Non-Governmental Organisations and
through various events such as celebrations of World various academic institutions all located in and around
Environment Day, World Ozone Day alongwith active Mumbai, Nashik, Igatpuri, Zaheerabad and Haridwar.
participation of employee’s families. Your Company has Corporate Social Responsibility
also implemented ambient and work place air monitoring,
From educating a girl child in Udaipur, providing healthcare
increased green zones, alongwith effluent treatment and
to inaccessible areas in Uttarkhand, enabling socially
waste monitoring.
disadvantaged youth become self reliant in Pune, to
Water and Waste Water Management planting a million trees in India, your Company’s Corporate
Social Responsibility (“CSR”) initiatives continue to provide
Your Company is committed towards resource conservation
strategic interventions that help the Nation help itself.
and has taken various initiatives to achieve waste reduction
and resource conservation. Your Company has implemented At Mahindra we call it “Transform-nation”.
various water management methods such as recycling and CSR continues to be an integral part of the vision of the
re-use of treated waste water in process. The Company Mahindra Group and this year too, the Company has
has also introduced rainwater harvesting and recharging pledged 1% of its Profit after Tax for CSR initiatives, largely
within Plant premises and would extend it to other locations to benefit the socially and economically disadvantaged
as well. sections of Society.

Solid Waste Management Some of the major initiatives your Company has invested
in are described below:
Your Company’s Plants at Kandivli, Nashik, Igatpuri and
Mahindra Pride Schools:
Zaheerabad believe in responsible disposal of hazardous
and non-hazardous waste. The generation of waste to a Mahindra Pride Schools (“MPS”) unique partnership model
greater extent has been reduced at source and if adaptable, speeds its graduates’ integration into the workforce, where
it is recycled and reused. Your Company is aggressively they earn not only a salary but also the respect of their
working towards minimising waste disposal costs and is family and peers. Since inception in March, 2007, 1,720
executing various Management programmes at each students from socially disadvantaged communities have
location such as vermiculture, bio-gas Plants to convert completed the 3 month course at MPS. MPS provides
food waste to manure/cooking gas towards minimisation these youth with livelihood training in sunshine industries

3
i.e. Hospitality, Customer Relationship Management, Gifting Cochlear Implants:
Hardware & Networking and Call Centre Training. All
By gifting the power of sound through the donation of
students are required to undergo mandatory courses in
Cochlear Implants, the Mahindra Group has changed the
English, Life skills and computer applications. There has
life and future of 60 profoundly hearing-impaired,
been 100% placement of all students participating in the
underprivileged children till date. Operations are performed
placement process.
by Dr. Milind Kirtane, India’s leading ENT surgeon and his
Nanhi Kali: Team. All beneficiaries are hearing impaired children below
the age of 5, belonging to the lower socio-economic strata
Nanhi Kali, which supports the education of the
of Society.
disadvantaged girl child has been the flagship programme
of the K. C. Mahindra Education Trust. Nanhi Kali brings Bihar Rehabilitation Project:
about a complete transformation, by allowing the girls to The river Kosi wreaked havoc in Bihar in 2008 with floods
attend school and learn with dignity. Nanhi Kali sponsorship causing incalculable loss of life and property besides
provides not only academic support classes where concepts snatching away the livelihood of lakhs of people in the
of Maths, Science and language are taught to the girls but State. Following the same, Mahindra Foundation and
also provides uniforms, school bags, shoes, etc. which free Mahindra Consulting Engineers Limited (“MACE”), a
her family from hidden costs of education. The Mahindra subsidiary of the Company have entered into a
Group independently supports 11,000 girls across India. Memorandum of Understanding (“MOU”) with the
With support from thousands of individuals and Corporate Collector, Madhepura District, Bihar to support the
donors, Project Nanhi Kali now supports the education of rehabilitation and reconstruction activities in Pattori Gram
over 54,000 underprivileged girl children, in poor urban, Panchayat, Singheswar Block, Madhepura District of Bihar
remote rural and conflict afflicted tribal communities across for those ravaged by the Kosi floods in 2008. Under the
8 States of India. The goal of Nanhi Kali is to provide terms of the MOU, MACE would create the complete social
educational support to 1,00,000 underprivileged girls by infrastructure in Pattori Gram Panchayat. This
2011. comprehensive programme includes the construction of

Mahindra All India Talent Scholarships (MAITS): permanent houses with provision of basic infrastructural
facilities such as water supply and sanitation.
Instituted in 1995, MAITS are awarded to students from
Employee Social Options:
lower socio-economic strata to enable them to pursue a
job oriented diploma course at a recognised Government Employee Social Options (“ESOPs”) is the unique
Polytechnic Institute in India. Approximately 500 programme at the Mahindra Group where each employee
scholarships are given every year for students who undergo can do social work by volunteering in various CSR initiatives.
a three year course. As a result in the last Financial Year, Till date, 31,317 employees have volunteered in various
1,525 students all over India received financial support initiatives in their local communities. ESOPs were formally
through MAITS. Till date, 4,772 students have been MAITS launched in 3 new locations of Mahindra Group – Mahindra
Scholars. A survey of students who have graduated indicate Two Wheelers; Pune, Mahindra Two Wheelers; Pithampur
that they have got good jobs and the living standards and and Mahindra Retail; Bangalore.
economic status of their families have improved. Some of the notable ESOPs initiatives this year were:

4
MAHINDRA & MAHINDRA LIMITED

• The Lifeline Express in Wardha: This was jointly to appraise the Shareholders of the initiatives your Company
sponsored and organised by the Farm Division and had taken in reporting its ‘Sustainability’ performance for
Mahindra & Mahindra Financial Services Limited, a reviewing its commitments to the Environment and Society,
subsidiary of the Company. The Project was held at while generating profits.
Wardha and 1,153 surgeries were performed free of
During the year under review, the 2nd Sustainability Report
cost and 281 Hearing Aids were distributed. ESOPs
for the year 2008-09 was published, in accordance with
Volunteers spent 13,752 man hours in this activity
the latest Guidelines of the internationally accepted Global
and 30,575 man hours were spent by volunteers from
Reporting Initiative or the GRI standards. Again this year,
the Community, thus making it an ideal public-private
this Report was externally assured by Ernst & Young and
partnership initiative.
rated with the highest level of A+ and GRI checked. This
• Mahindra Hariyali : A Survey was conducted on the 2nd Report reflects that along with your Company’s business
survival rate of trees planted in the Financial Year growth, the Company’s responsibility to its stakeholders
2008-09. According to the Survey, the survival rate has also grown, expanded and intensified. Your Company’s
as on 31st May, 2009 of the trees planted during progression in this journey and its commitment to taking
the abovementioned period is 79.49%. a more responsible and holistic approach to business is
reflected by the facts that a) all commitments made in the
• ESOPs AWARDS 2009: is an internal Company award
first Report were satisfactorily met and b) a structured
and was institutionalised in 2008 to appreciate and
Sustainability road map over a 3 and 5 year time horizon
promote healthy competition amongst employees and
has been drawn, with clear targets for reducing
locations.
consumption of energy and water and reduction in GHG
Other ESOPs activities also included other initiatives in emission and waste. Details of this Group Level Road Map
Education, Health, Environment and Social arenas bringing and further information on various environment related
long-lasting impact. 27 initiatives were conducted in initiatives taken by your Company which would help in
Education (such as distributing educational material, IT/ achieving the targets in the Road Map, have been
vocational training, infrastructure development) impacting elaborated elswhere in the Annual Report.
24,664 lives. 54 Health initiatives such as medical camps,
During the year under review, a Carbon foot-printing
blood donation camps, Pulse Polio Campaigns, mobile
exercise was undertaken to inventorise GHG emissions from
dispensaries, etc. reached out to over 14,573 people. HIV/
all the Company’s business operations under Scope I, II &
AIDS awareness campaigns reached out to over 1,36,560
III emissions as per internationally accepted standards. This
people in Nashik. For taking care of the Environment,
would enable your Company to baseline data on its
1,14,862 trees were planted for Gap Filling in Financial
emissions and undertake initiatives towards improving
Year 2009-10. 71 Social initiatives were conducted such as
performance in this area. This would be reported in your
visiting Old Age Homes, interacting with children,
Company’s 3rd Sustainability Report, which would be
conducting Shraamdan, etc. which reached out to over
released shortly.
78,003 people.
Realising that the equation of business with Environment
‘Sustainability’ Initiative
and Society is undergoing a radical change, through its
In the last year’s Directors’ Report, a beginning was made strategic approach of ‘ALTERNATIVE THINKING’ your

5
Company is committed to integrate sustainable (i) in the preparation of the annual accounts, the
development for a sustainable business growth. For a applicable accounting standards have been followed;
detailed information on the Annual Sustainability Reports (ii) they have, in the selection of the accounting policies,
for the years 2007-08 to 2008-09 please log on to consulted the Statutory Auditors and these have been
www.mahindra.com/sustainability. applied consistently and reasonable and prudent
Directors judgments and estimates have been made so as to
give a true and fair view of the state of affairs of the
Mr. A. K. Nanda, Executive Director of the Company, after
Company as at 31st March, 2010 and of the profit of
37 illustrious years of service in the Mahindra Group of
the Company for the year ended on that date;
which 18 years were as an Executive Director decided to
(iii) proper and sufficient care has been taken for the
step down from his executive position with effect from the
maintenance of adequate accounting records in
close of 31st March, 2010.
accordance with the provisions of the Companies Act,
Considering his experience and expertise, Mr. A. K. Nanda 1956 for safeguarding the assets of the Company and
was appointed as an Additional Director of the Company for preventing and detecting fraud and other
with effect from 1st April, 2010 at the Meeting of the irregularities;
Board of Directors of the Company held on 30th March, (iv) the annual accounts have been prepared on a going
2010. concern basis.
The Board has placed on record its deep appreciation of Subsidiary Companies
Mr. Nanda’s immense contribution and valuable services
The subsidiary companies of your Company continue to
during his long association with the Company and
contribute to the overall growth of the Company. Major
acknowledged Mr. Nanda’s outstanding experience and
subsidiaries such as Mahindra & Mahindra Financial Services
expertise in serving the Mahindra Group since 1973
Limited with a 61.96% growth in its consolidated profits
including his contribution as Executive Director of the
and Mahindra Holidays & Resorts India Limited with a
Company from 1992 onwards.
46.86% growth in its consolidated profits deserve special
The Company has received a Notice from a Member mention. The consolidated Group Profit for the year after
signifying his intention to propose Mr. Nanda for the exceptional items, prior period adjustments and tax and
office of Director at the forthcoming Annual General after deducting minority interests is Rs.2,478.56 crores as
Meeting. against Rs.1,405.41 crores earned in the previous year.

Mr. Keshub Mahindra, Mr. Anupam Puri, Dr. A. S. Ganguly During the year under review, Mahindra Metal One Steel
and Mr. R. K. Kulkarni retire by rotation and, being eligible, Service Centre Limited, Raigad Industrial & Business Park
offer themselves for re-appointment. Limited, Retail Initiative Holdings Limited, Mahindra Retail
Private Limited, Mahindra Technologies Services Inc.,
Directors’ Responsibility Statement
Mahindra Punjab Tractors Private Limited, Mahindra
Pursuant to section 217(2AA) of the Companies Act, 1956, EcoNova Private Limited, Mahindra Conveyor Systems
your Directors, based on the representations received from Private Limited, Tech Mahindra (Nigeria) Limited, Tech
the Operating Management, and after due enquiry, confirm Mahindra Bahrain Limited S.P.C. and BAH Hotelanlagen
that: AG became subsidiaries of your Company.

6
MAHINDRA & MAHINDRA LIMITED

During the year under review, Mahindra Hinoday Industries wholly owned subsidiaries of Mahindra Aerospace Private
Limited, Metalcastello S.p.A., and Mahindra Technologies Limited which in turn is a subsidiary of your Company.
Inc., ceased to be subsidiaries of the Company. Reva Electric Car Company Private Limited also became a
subsidiary of your Company.
Further, pursuant to an Agreement dated 10th May, 2005,
signed between SBC International Inc. [now AT&T The Statement pursuant to section 212 of the Companies
International Inc.] (“AT&T”), Mahindra and Mahindra Act, 1956 containing details of the Company’s subsidiaries
Limited (“the Company”), British Telecommunications Plc., is attached.
Mahindra-BT Investment Company (Mauritius) Limited
The Consolidated Financial Statements of the Company
(“MBTM”) and Tech Mahindra Limited (“Tech Mahindra”)
and its subsidiaries, prepared in accordance with
which entitled AT&T to exercise certain Options over Equity
Accounting Standard AS21 form part of the Annual Report.
Shares of Tech Mahindra on achieving certain Milestones
by Tech Mahindra at a pre-determined price, AT&T exercised In terms of the approval granted by the Central Government
its Options and acquired 98,70,912 Equity Shares of Tech under section 212(8) of the Companies Act, 1956, copy of
Mahindra, aggregating 8.07% of the paid-up Equity Share the Balance Sheet, Profit and Loss Account, Reports of the
Capital of Tech Mahindra on 22nd March, 2010 from MBTM. Board of Directors and Auditors of the subsidiaries have
not been attached to the Balance Sheet of the Company.
Upon the exercise of Options by AT&T, the Shareholding
The Company Secretary would make these documents
of the Company alongwith its subsidiary MBTM in Tech
available upon receipt of request from any Member of the
Mahindra stands reduced to 44.01%, resulting in Tech
Company interested in obtaining the same. However, as
Mahindra ceasing to be a subsidiary of the Company with
directed by the Central Government, the financial data of
effect from 22nd March, 2010.
the subsidiaries have been separately furnished forming
Consequently, the subsidiaries of Tech Mahindra viz. part of the Annual Report. The accounts of the individual
Mahindra Logisoft Business Solutions Limited, Tech subsidiary companies shall be uploaded on the Website of
Mahindra (Americas) Inc., Tech Mahindra GmbH, Tech your Company. These documents would also be available
Mahindra (Singapore) Pte. Limited, Tech Mahindra for inspection at the Head Office of the Company and at
(Thailand) Limited, Tech Mahindra Foundation, PT Tech the Office of the respective subsidiary companies, during
Mahindra Indonesia, CanvasM Technologies Limited, working hours upto the date of the Annual General Meeting.
CanvasM (Americas) Inc., Tech Mahindra (Malaysia)
SDN.BHD, Tech Mahindra (Beijing) IT Services Limited, Tech Auditors
Mahindra (Nigeria) Limited, Tech Mahindra Bahrain Limited Messrs. Deloitte Haskins & Sells, Chartered Accountants,
S.P.C. and Venturbay Consultants Private Limited also ceased retire as Auditors of the Company and have given their
to be subsidiaries of the Company with effect from consent for re-appointment. The Shareholders would be
nd
22 March, 2010. required to elect Auditors for the current year and fix their
remuneration.
Subsequent to the year end, Mahindra Metal One Steel
Service Centre Limited has changed its name to Mahindra As required under the provisions of section 224(1B) of the
Electrical Steel Limited and Mahindra Aerospace Australia Companies Act, 1956, the Company has obtained a written
Pty. Limited and Aerostaff Australia Pty. Limited became Certificate from the above Auditors proposed to be

7
re-appointed to the effect that their re-appointment, if last few months, as indicated by the sharp rise in capital
made, would be in conformity with the limits specified in goods production and a normal monsoon forecast for the
the said section. current year, the prognosis for growth in the current fiscal is
positive.
Public Deposits and Loans/Advances
However, the rising cost of commodities and the supply
Out of the total 17,101 deposits of Rs.166.22 crores from
constraints on certain critical components are a source of
the Public and Shareholders as at 31st March, 2010, 205
considerable concern and your Company hopes to counter
deposits amounting to Rs.0.67 crores had matured and
this through an intensive and continuous focus on cost
had not been claimed as at the end of the Financial Year.
controls, product innovation and customer delight.
Since then, 93 of these deposits of the value of Rs.0.44
crores have been claimed. Energy Conservation, Technology Absorption
and Foreign Exchange Earnings and Outgo
The particulars of loans/advances and investment in its
own shares by listed companies, their subsidiaries, Particulars required to be disclosed under the Companies
associates, etc., required to be disclosed in the Annual (Disclosure of Particulars in the Report of Board of Directors)
Accounts of the Company pursuant to Clause 32 of the Rules, 1988 are set out in Annexure II to this Report.
Listing Agreement are furnished separately.
Particulars of Employees
Current Year
The Company had 426 employees who were in receipt of
st th
During the period 1 April, 2010 to 28 May, 2010, 45,821 remuneration of not less than Rs.24,00,000 during the
vehicles were despatched as against 34,797 vehicles during year ended 31st March, 2010 or not less than Rs.2,00,000
the corresponding period in the previous year. During the per month during any part of the said year. However, as
same period, 29,699 tractors were despatched as against per the provisions of section 219(1)(b)(iv) of the Companies
24,536 tractors despatched during the corresponding Act, 1956, the Directors’ Report and Accounts are being
period in the previous year. sent to all the Shareholders of the Company excluding the
Statement of particulars of employees. Any Shareholder
Economies in many parts of the world have started to
interested in obtaining a copy of the Statement may write
stabilise and recover either from recession or severe slow
to the Company Secretary of the Company.
down in the past two years. The Indian Economy has
displayed remarkable resilience over the course of the
downturn and is expected to grow strongly. The primary
driver of growth in the year under review was the Industrial
Sector. The index of industrial production grew 10.1% on a For and on behalf of the Board
year on year basis between April, 2009 to February, 2010
as compared to the 3.1% growth registered in the same KESHUB MAHINDRA
th
period in the last fiscal. With investments picking up in the Mumbai, 29 May, 2010 Chairman

8
MAHINDRA & MAHINDRA LIMITED

ANNEXURE I TO THE DIRECTORS’ REPORT FOR THE YEAR ENDED 31ST MARCH, 2010
Information to be disclosed under the Securities and Exchange Board of India (Employee Stock Option Scheme and
Employee Stock Purchase Scheme) Guidelines, 1999:

(a) Options 1,51,80,898


granted

(b) The pricing 1st Tranche 2nd Tranche 3rd Tranche 4th Tranche 5th Tranche 6th Tranche 7th Tranche 8th Tranche 9th Tranche 10th Tranche
formula

Average Average Discount Discount Average Discount Discount Discount Discount Discount
price price of 5.13% of 4.85% price of 5.02% of 4.89% of 4.97% of 5.03% of 4.97%
preceding preceding on the on the preceding on the on the on the on the on the
the the average average the average average average average average
specified specified price price specified price price price price price
date - 27th date - 30th preceding preceding date - 14th preceding preceding preceding preceding preceding
September, May, the the September, the the the the the
2001 2003 specified specified 2005 specified specified specified specified specified
date - 31st date - 30th date - 29th date - 13th date - 30th date - 4th date - 30th
May, 2004 May, 2005 May, 2006 September, July, 2007 August, July, 2009
2006 2008
Average price - Average of the daily high and low of the prices for the Company’s Equity Shares
quoted on Bombay Stock Exchange Limited during 15 days preceding the
specified date.
The specified date - Date on which the Remuneration/Compensation Committee decided to
recommend to the Mahindra & Mahindra Employees’ Stock Option Trust (Trust),
the grant of Options.
(c) Options vested 82,90,283
(d) Options exercised 45,88,703
(e) The total number of 45,88,703 Equity Shares of Rs.10 each. These were transferred from the Trust to the Eligible
shares arising as a Employees prior to sub-division of the Face Value of Equity Share from Rs.10 to Rs.5.
result of exercise of
option
(f) Options lapsed 7,57,165
(g) Variation of terms At the Sixty-first Annual General Meeting of the Company held on 30th July, 2007, the
of options Mahindra & Mahindra Limited Employees Stock Option Scheme was amended to provide for
recovery from Eligible Employees, the fringe benefit tax in respect of Options which are
granted to or vested or exercised by the Eligible Employees on or after 1st April, 2007.
(h) Money realised by Rs.79,24,98,738. This amount was received by the Trust.
exercise of options

(i) Total number 98,35,030


of options in force
(j) Employee-wise details of
options granted to:
(i) Senior managerial As per Statement attached
personnel
(ii) Any other employee who Names Options Names Options
receives a grant in any granted granted
one year of option during the during the
amounting to 5% or more year ended year ended
of option granted during 31st March, 31st March,
that year 2004* 2005*
Mr. Raghunath Murti 15,000 Mr. Pranab Datta 15,240
Mr. Hemant Luthra 15,240 Mr. Rajeev Dubey 15,000**
Mr. Ramesh lyer 25,920 Mr. Allen Sequeira 10,160
- - Mr. Prince M. Augustin 5,080
* The Options granted stand augmented by an equal number of Options and the
Exercise Price stands reduced to half on account of the 1:1 Bonus Issue made in
September, 2005.
** Out of these, the Options granted and outstanding as of 30th March 2010,
stands augmented by an equal number of Options and the Exercise Price
stands reduced to half on account of the sub-division of the Face Value of
Equity Share from Rs.10 to Rs.5.
(iii) Identified employees who Nil
were granted option,
during any one year,
equal to or exceeding 1%
of the issued capital
(excluding outstanding
warrants and conversions)
of the company at the
time of grant
(k) Diluted Earnings Per Share Rs.35.61
(EPS) pursuant to issue of
shares on exercise of option
calculated in accordance with
Accounting Standard (AS) 20
‘Earnings per Share’
(l) Where the company has The Company has calculated the employee compensation cost using the intrinsic
calculated the employee value of stock options. Had the fair value method been used, in respect of stock
compensation cost using the options granted on or after 30th June, 2003, the employee compensation cost
intrinsic value of the stock would have been higher by Rs.26.44 crores, Profit after tax lower by Rs.26.44
options, the difference between crores and the basic and diluted earnings per share would have been lower by
the employee compensation Rs.0.48 and Rs.0.44 respectively.
cost so computed and the
employee compensation cost
that shall have been recognised
if it had used the fair value of
the options, shall be disclosed.
The impact of this difference on
profits and on EPS of the
company shall also be disclosed.
MAHINDRA & MAHINDRA LIMITED

(m)Weighted-average exercise Options Grant Date Exercise price Fair value


prices and weighted-average
fair values of options shall be (Rs.) (Rs.)
disclosed separately for options
whose exercise price either 4th November, 2009 724.00 414.84
equals or exceeds or is less than
the market price of the stock.
(n) A description of the method The fair-value of the stock options granted on 4th November, 2009 have been
and significant assumptions calculated using Black-Scholes Options pricing Formula and the significant
used during the year to assumptions made in this regard are as follows:
estimate the fair values of
options, including the
following weighted-average
information:
(i) risk-free interest rate, 6.41%
(ii) expected life, 2.50 years
(iii) expected volatility, 53.56%
(iv) expected dividends, and 2.24%
(v) the price of the underlying Rs.929.50
share in market at the time
of option grant.

STATEMENT ATTACHED TO ANNEXURE I TO THE DIRECTORS’ REPORT FOR THE YEAR ENDED 31ST MARCH, 2010

Name of Senior Managerial Options granted in Options granted in Options granted in Options granted in Options granted in
Persons to whom Stock December, 2001* June, 2005** September, 2006 July, 2007 August, 2008
Options have been granted
Mr. Deepak S. Parekh 20,000 5,000 Nil Nil Nil
Mr. Nadir B. Godrej 20,000 5,000 Nil Nil Nil
Mr. M. M. Murugappan 20,000 5,000 Nil Nil Nil
Mr. Narayanan Vaghul 20,000 5,000 Nil Nil Nil
Dr. A. S. Ganguly 20,000 5,000 Nil Nil Nil
Mr. R. K. Kulkarni 20,000 5,000 Nil Nil Nil
Mr. Anupam Puri 20,000 ***5,000 Nil Nil Nil
Mr. Bharat Doshi 1,00,000 ***10,000 ***11,345 ***8,362 ***29,039
Mr. A. K. Nanda 1,00,000 10,000 ***11,345 ***8,362 ***24,890
* All the above Options have been exercised.
** The Options granted stands augmented by an equal number of Options and the Exercise Price stands reduced to
half on account of the 1:1 Bonus Issue made in September, 2005.
*** Out of these, the Options granted and outstanding as on 30th March 2010, stands augmented by an equal number
of Options and the Exercise Price stands reduced to half on account of the sub-division of Face Value of Equity
Share from Rs.10 to Rs.5.
ANNEXURE II TO THE DIRECTORS’ REPORT FOR THE YEAR ENDED 31ST MARCH, 2010

PARTICULARS AS PER THE COMPANIES (DISCLOSURE OF • Improving capacity utilisation of cylinder


PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) head washing units.
RULES, 1988 AND FORMING PART OF THE DIRECTORS’
• Modifying furnace charging sequence.
REPORT FOR THE YEAR ENDED 31ST MARCH, 2010
• Optimising temperature settings of air
A) Conservation of Energy
conditioners considering seasonal
The Company has always been conscious of the need changes.
for conservation of energy and has been steadily
• Modification of Air Handling Ducts in
making progress towards this end. Energy
paint shop to optimise use of Air Blower
conservation initiatives have been implemented at all
power consumption.
the plants and offices of the Company by undertaking
numerous energy conservation projects. (iii) Initiatives Generating Awareness on Energy
Consumption
(a) During the year, the Company has taken the
following initiatives for conservation of energy: • Display of sustainability posters at
(i) Engineering Initiatives workplace.

• Modification in equipments like oil • Idea generation campaign for electrical


pumps and motors coupled with system energy saving.
optimisations to reduce energy • Celebration of Energy Conservation Day
consumption. on 14th December, 2009 followed by
• Replacement of higher HP motor with Energy Conservation Week between 14th
lower HP. December, 2009 to 21st December, 2009.

• Installation of heat pumps, metal halide • Setting up of Stalls inside the Plant
lamps instead of sodium and mercury premises for awareness of Energy
vapor lamps. Efficient and Renewable Energy Products.

• Installation of natural draft cooling • Reward and recognition for energy saving
towers instead of induced draft cooling projects.
systems. (b) Additional investments and proposals, if any,
• Installation of capacitor banks, automatic being implemented for reduction of consumption
timer circuits for lights and fans. of energy:

• Installation of heat recovery system at • Waste heat recovery projects in paint shops.
ED oven.
• Improvement in efficiency of central air
• Shift to LPG Heating from Electric Heating. conditioning units.

(ii) Process Improvement • Explore application of efficient lighting (LED,


Magnetic coupled).
• Cycle time reduction of various
manufacturing processes. • Use of renewable energy (Solar and Wind).
MAHINDRA & MAHINDRA LIMITED

(c) Impact of the measures at (a) & (b) above for for the Maxximo to give the pick-up segment
reduction of energy consumption and users a car like driving comfort.
consequent impact on the cost of production of Your Company has been working on developing
goods: the Scorpio Pick-UP for the US market and in the
The measures taken have resulted in lower energy process, has developed/attained significant
consumption. In the Automotive Division, the capabilities in the field of emission, safety, security
Specific Power consumption per equivalent vehicle and on board diagnostics. The Company has
improved by 15% over the previous year. For the confidence of complying to the latest FMVSS
same period, the Farm Equipment Sector achieved legislations for model year 2010 and further years.
an improvement of 3.21% per equivalent tractor. In the area of sustainable mobility, the Company
developed a Micro Hybrid application on the
The work done by your Company has received
Pick-UP. This was launched on the new Bolero
recognition in the form of a number of National
Maxi Truck and was received very well by the
and State level awards.
customers.
B) Technology Absorption
During the year under review, your Company’s
Research & Development: Automotive Division applied for 24 Patents and
8 Design Registrations.
1. Areas in which Research & Development is carried
out: Moving on to the Farm Equipment Sector, in the
During the year under review, the Automotive domestic market, the Farm Division, during the
Division focused technology development efforts year under review, developed and launched the
in core areas of engine technology, safety, value “Yuvraj 215”, a 15HP tractor, to meet the needs
engineering through the use of modern of the small and marginal farmers. The entire
manufacturing processes, alternate material and existing range of tractors, i.e. Bhoomiputra,
developing capabilities in automotive electronics. Sarpanch and the flagship Arjun range were
The Farm Equipment Sector too, focused on upgraded, offering better fuel efficiency, stability
improvement in engine technology and new and comfort. In the same period, the Swaraj
product development. Division developed and launched the Swaraj 843
2. Benefits derived as a result of the above efforts: XM (Xtra Mileage) tractor, the 1st new product
from the Swaraj stable after its merger with the
Some significant achievements for the year under
review include the C2 CRDe engine with DOHC Company.
which was launched on the Maxximo. The engine In the international space, in the US market, the
delivers higher power and better fuel efficiency, Compact series of tractors were launched across
thus delivering significant customer benefit and the country, offering advanced features like
competitive advantage to your Company. Your Hydrostatic Transmission, allowing the product to
Company also developed its first in-house be easily operated by all in the household. Your
Gasoline Engine which was launched on the Company developed an Integrated Cabin, which
Scorpio targeting the overseas markets. was also introduced in the US market. In China,
In the area of Suspension, a hydro-formed frame the 125 HP tractor was launched, significantly
and front independent suspension was developed expanding your Company’s tractor range.

3
In the case of Mahindra Powerol, the product 4. Expenditure on R&D
range was increased to 320 kVA, at the higher
The Company spent Rs.664.86 crores (including
end. At the lower end, the 5kVA genset has been
Rs.390.72 crores on capital expenditure) on
developed and introduced. In AppliTrac, the
Research and Development work during the year
tracked type self propelled harvester was developed
which was approximately 3.23% of the total
and introduced in the southern rice belt.
turnover.
Keeping in view the future technology Technology Absorption, adaptation and innovation:
requirements, your Company’s tractor engines are
compliant with the upcoming BS (Trem) IIIA 1. Efforts, in brief, made towards technology
norms in India and has also undertaken a absorption, adaption and innovation
programme to meet the challenging Tier-IV The Company has continued its endeavor to
emission norms of USA. absorb advanced technologies for its product
range to meet the requirements of a globally
During the year in India, the Farm Equipment
Sector filed 12 New Patents and 2 New Design competitive market. All of the Company’s
Registration applications. Vehicles, Engines and Tractors are compliant with
the prevalent regulatory norms in India and also
3. Future plan of action in the countries to which they are exported. The
Your Company continues its focus on developing Company has also undertaken programs for
new products and technologies to meet the ever development of vehicles which would run on
growing customer needs, regulatory alternate fuels like CNG, Bio-diesel, Hydrogen and
requirements, competitive pressures and to Electric traction.
prepare for the future. Sustainable mobility 2. Benefits derived as a result of the above efforts
solutions are a key focus area and your Company
• Compliance with new emission norms
will continue to aggressively pursue technology
introduced in India with effect from 1st April,
development in this area. Some of the key thrust
2010.
areas in this direction are weight reduction, fuel
efficiency improvement and development of • Build a knowledge base for the Company.
alternative fuel powertrains. Further, safety related • Launch of Bolero Maxi Truck, Gio, Maxximo
technologies are another key area of focus for and Yuvraj.
your Company.
• Introduction of Micro Hybrid Technology on
On the Farm Equipment side, your Company a Pick-UP.
remains committed to improving farm • Development of C2 CRDe engine with DOHC.
productivity through a variety of product (Tractors
• Development of Electric Version of Maxximo.
and Implements) and non-product initiatives. The
focus will be on delivering new technology to • Development of Integrated Cabin for Tractor.
the customer for a multi-fold farm output. • Emphasis on value analysis/value engineering
Product upgrades, new products and implements and innovative cost reduction ideas to cut
will be focus areas. down costs.

4
MAHINDRA & MAHINDRA LIMITED

3. Imported Technology for the last 5 years


Sr. No. Technology Imported Year of Import Status
1. Development of Air Bags on utility vehicle 2005 In the process of Absorption
2. Development of cruise control on utility vehicle 2005 Technology Absorbed
3. Fatigue Lab and track design for MRV, Chennai 2005 In the process of Absorption
4. Sandwich material for noise absorption 2005 Technology Absorbed
5. Development of Nano-Technology for IP etc. 2005 Technology Absorbed
6. Climate control (Heated and Cooled) seats 2005 In the process of Absorption
7. Bio-Diesel and Gas based engine 2005 Technology Absorbed
8. Transmission Design of Compact Tractor 2006 Technology Absorbed
9. Development of Integrated Cabin for Tractor 2006 Technology Absorbed
10. Hydrophilic Nano coated Feature 2007 In the process of Absorption
11. Automatic Transmission for SUV 2007 Technology Absorbed
12. Transmission for new SUV 2007 In the process of Absorption
13. New Generation system for Brakes for SUV 2007 In the process of Absorption
14. New Electricals & Electronics Features 2007 In the process of Absorption
15. CNG engines for LCV 2007 Technology Absorbed
16. Common Rail Diesel on Light commercial vehicle 2007 Technology Absorbed
17. Next generation Common rail adaptation 2007 Technology Absorbed
18. Hydrogen ICE 2007 Technology Absorbed
19. Fuel Cell Vehicle Development 2007 In the process of Absorption
20. 2nd Generation Biofuels (Biomass to Liquid/Gas to Liquid) 2007 In the process of Absorption
21. Hybrid Vehicles 2008 In the process of Absorption
22. Transmission Upgrade 2008 In the process of Absorption
23. Electricals & Electronics Update 2008 Technology Absorbed
24. Design for New Tractor Transmission 2008 In the process of Absorption
25. Start Stop Micro Hybrid 2009 Technology Absorbed
26. New Generation Engine Management System 2009 In the process of Absorption
27. CNG Engines for Pickups/3 Wheelers 2009 Technology Absorbed
28. Electronic Programs for Safety, Stability & Steering Control 2009 Technology Absorbed
29. CAN Based Networking 2009 Technology Absorbed
30. New Airbag Program 2009 In the process of Absorption
31. Advanced Materials Technologies 2009 Technology Absorbed
32. Development of components using alternate 2010 In the process of Absorption
materials and advanced manufacturing processes
33. Engine upgrades and Emission improvement technologies 2010 In the process of Absorption
34. New transmissions for compact vehicles and Utility vehicles 2010 In the process of Absorption
35. Technology for NVH management 2010 In the process of Absorption
36. Electrical and electronic technologies in the areas of 2010 In the process of Absorption
safety, infotainment and convenience
37. Alternate fuel technologies 2010 In the process of Absorption
38. New suspension system for improved comfort 2010 In the process of Absorption
39. Development of digital service interface 2010 In the process of Absorption
40. Agri Implements Technology transfer 2010 In the process of Absorption
C) Foreign Exchange Earnings and Outgo
The Company continues to strive to improve its export earnings. Further details in respect of exports are set out elsewhere in the
Annual Report.
The information on foreign exchange earnings and outgo is furnished in the Notes on Accounts.
For and on behalf of the Board

KESHUB MAHINDRA
Mumbai, 29th May, 2010 Chairman

5
Particulars of loans/advances and investment in its own shares by listed companies, their subsidiaries,
associates, etc., required to be disclosed in the Annual Accounts of the Company pursuant to Clause 32
of the Listing Agreement.
Loans and advances in nature of loans to subsidiaries:
(Rupees in crores)
Name of the Company Balances as on Maximum outstanding
31st March, 2010 during the year
Mahindra & Mahindra Financial Services Limited 0.00 15.00
Mahindra Intertrade Limited 0.00 0.15
(including loans where there is no interest) (0.15)
Bristlecone India Limited 8.03 8.03
Mahindra Gujarat Tractor Limited 1.00 1.00
Mahindra Shubhlabh Services Limited 0.00 2.00
NBS International Limited 2.00 2.00
Mahindra Forgings Limited 0.00 100.50
Bristlecone Limited 72.45 72.45
Mahindra Overseas Investment Company (Mauritius) Limited 86.86 86.86
Mahindra Engineering & Chemical Products Limited 68.53 68.53
Mahindra Two Wheelers Limited 41.00 46.00
Mahindra Vehicle Manufacturers Limited 230.00 230.00
Mahindra Castings Limited 0.00 38.00
Mahindra Holdings Limited 25.00 25.00
Mahindra Automotive Australia Pty. Ltd. 4.51 4.51
Mahindra Logistics Limited 0.00 22.84
Mahindra USA Inc. 0.00 7.20

Loans and advances in the nature of loans to firms/companies in which Directors are Interested:
(Rupees in crores)
Name of the Company Balances as on Maximum outstanding
31st March, 2010 during the year
Infrastructure Development & Finance Company Limited 0.00 15.00

Except as indicated above, the Company has not made any loans and advances in the nature of loans to associates or
loans and advances in the nature of loans where there is no repayment schedule or repayment beyond seven years or no
interest or interest below section 372A of the Companies Act, 1956.

6
MAHINDRA & MAHINDRA LIMITED

7
8
MAHINDRA & MAHINDRA LIMITED

Management Discussion & Analysis


Management Discussion & Analysis Industry overview and trends
Mahindra & Mahindra Limited ("M&M") or ("Mahindra") is Indian economic growth recovered strongly and relatively
the flagship Company of the US$ 7.1 billion Mahindra faster from the effects of the global financial crisis. The
Group which consists of 105 companies and has businesses Government responded quickly to the crisis with a large
large and small in almost every continent of the world. The stimulus package including reduction in indirect taxes and
different Sectors of the Mahindra Group cover a wide other fiscal and monetary measures to boost demand. As a
spectrum of industries from Tractors to Information result, industrial growth made rapid strides, registering a
Technology, from Automobiles and Two Wheelers to double digit increase in the second half of Financial Year
Airplanes, from Financial services and Holidays to Defence 2010, as compared to nearly zero growth in the comparable
and Infrastructure. An investor in M&M has the benefit of period of Financial Year 2009.
the Group’s involvement in all these Industries.
However, given the poor monsoon and rise in global
Positive sentiment and a renewed confidence in the India commodity prices, inflation has risen sharply since November,
growth story replaced the fear and uncertainty prevalent in 2009. Containing inflation is likely to remain a key challenge
the past year. Your Company used the crisis to reboot and for the Government and policymakers in the near term.
reinvent itself and to reignite its dreams. It took the
challenges head on and surged ahead with aspiration, Indian Automotive Sector
inspiration and motivation. The Automotive Sector
The global Automobile Industry was one of the worst
contributed to the revival of The Indian Auto Industry with
affected by the financial crisis. Global Automobile production
the Mahindra Xylo, which was launched at the height of
declined by 13.5% in the year 2009, after a 3.7% decline
the recession and which went on to become an immensely
in the year 2008 (Source: OICA). Recognising the importance
successful vehicle. The Farm Equipment Sector crowned 27
of the Automobile Industry to their economies and
years of market leadership, with M&M becoming the single
employment, many Governments in developed and
largest tractor Company in the world by volume.
emerging markets responded with measures to boost
Industry Structure demand for Automobiles, especially through providing
incentives for scrapping old vehicles (also known as "cash
The domestic Automotive Industry comprises of Multi Utility
for clunker" Schemes) and by reducing taxes.
Vehicles ("MUVs"), which includes soft tops, hard tops and
pick-ups, Light Commercial Vehicles ("LCVs"), three wheelers Helped by the Indian Government's stimulus package
and C-segment cars. (primarily comprising a 6% point reduction in excise duty)
The domestic Tractor Industry is traditionally segmented by and multiple new product launches by manufacturers, the
horsepower into the low horsepower of 20 hp - 30 hp Indian Automobile Industry registered a healthy growth of
segment, the middle segment of 30-40 hp and the higher 27.9% in Financial Year 2010 as compared to a decline of
segment of above 40 hp. 4.8% in Financial Year 2009.
Domestic industry sales F-08 F-09 F-10 F-09 F-10

Passenger vehicles 15,49,882 15,52,703 19,49,776 0.2% 25.6%

Cars 12,03,733 12,20,475 15,26,787 1.4% 25.1%

*A1: Mini 69,553 49,383 63,378 -29.0% 28.3%

A2: Compact 8,59,197 8,85,639 11,28,272 3.1% 27.4%

A3: Mid-size 2,25,725 2,41,683 2,76,071 7.1% 14.2%

A4: Executive 42,195 33,638 46,346 -20.3% 37.8%

A5: Premium 6,201 9,093 11,455 46.6% 26.0%

A6: Luxury 862 1,093 1,265 26.8% 15.7%

MPVs 1,00,865 1,06,607 1,50,256 5.7% 40.9%

UVs 2,45,284 2,25,621 2,72,733 -8.0% 20.0%

Commercial vehicles 4,88,088 3,84,194 5,31,395 -21.3% 38.3%

LCVs 2,15,912 2,00,699 2,86,337 -7.0% 42.7%

Passenger 27,832 26,952 34,421 -3.2% 27.7%

Goods 1,88,080 1,73,747 2,51,916 -7.6% 45.0%

M&HCVs 2,74,582 1,83,495 2,45,058 -33.2% 33.6%

Passenger 38,647 34,892 43,081 -9.7% 23.5%

Goods 2,35,935 1,48,603 2,01,977 -37.0% 35.9%

3 Wheelers 3,64,781 3,49,727 4,40,368 -4.1% 25.9%

Passenger 2,34,774 2,68,463 3,49,662 14.3% 30.2%

Goods 1,30,007 81,264 90,706 -37.5% 11.6%

2 Wheelers 96,54,435 74,37,619 93,71,231 -23.0% 26.0%

Scooters 10,50,109 11,48,007 14,62,507 9.3% 27.4%

Motorcycles 57,68,342 58,31,953 73,41,139 1.1% 25.9%

Mopeds 4,13,759 4,31,214 5,64,584 4.2% 30.9%

Electric 17,068 26,445 3,001 54.9% -88.7%

Source: Society of Indian Automobile Manufacturers


* Classification of A1, A2 etc as per Society of Indian Automobile Manufacturers

3
MAHINDRA & MAHINDRA LIMITED

Within the overall Automobile Industry, the performance of growth was 34.4%. Most of the growth in M&HCV sales
different segments varied significantly during the year. came in the second half of the fiscal, partly due to a
sharp rebound in industrial growth and partly due to a
The passenger car segment, which comprises of 78% of
very low base in the corresponding period of the previous
personal vehicles, reported a healthy growth of 25.2%, led
year.
by the A2 segment which grew 27.4%. The A4, A5 and A6
segments grew in average of 36-68% indicating the rising Indian Tractor Industry
income levels, wealth and aspirations of the Indian
consumers. Industry

400203
450000

400000

318328

302241

303921
350000

262621
300000

226114
250000

175465
200000 160056

150000

100000 2005-06

2007-08

2010-11
2009-10
2006-07
2003-04

2004-05

2008-09
The Indian Tractor Industry, the world's largest, grew by 31.7%
this year to touch 4,00,203 Tractors, compared with 3,03,921
Tractors sold in the corresponding period last year.
The Utility Vehicle ("UV") segment, in which your Company
This growth, despite a weak monsoon and a badly-affected
participates as a significant player, registered a growth of
Kharif crop this year, is because the dynamics of the rural
21.0% as compared to a decline of 7.6% in Financial Year
economy has undergone some fundamental changes in
2009. This growth was driven by increasing prosperity,
recent times. The Government has enhanced its support
development of infrastructure and growth in road travel.
for the Agriculture Sector with increased levels of credit
Interestingly, over 40% of the growth in UV industry volumes
and better minimum support prices. Increased rural outlays
was contributed by Mahindra Xylo.
including those under initiatives like the National Rural
The commercial vehicle industry registered a growth of Employment Guarantee Scheme ("NREGS") have helped
38.8% during the year. The LCV market showed an increase improve rural incomes. New employment avenues have
of 42.7% during the year. This was primarily driven by the emerged and on an average, farm incomes now contribute
small commercial vehicle segment (of less than 1 tonne to less than half of rural incomes. All this has resulted in
payload), which grew by 47% (Source: M&M analysis). higher rural liquidity, ensuring strong demand, despite the
Medium and Heavy commercial vehicle (M&HCV) segment poor monsoon.

3
Your Company's Performance imposed by a stagnant market and declining customer
spend, Mahindra broke new ground. New vehicles were
Automotive Sector - Leading the Industry
launched, a state-of-the-art factory was inaugurated, even
Financial Year 2010 was an epochal year for your Company's as your Company's ever popular vehicles, the Scorpio and
Automotive Sector. Spurred to rise above the challenges Bolero continued to show good growth in sales volumes:

Growth
M&M Domestic sales F-08 F-09 F-10 F-09 F-10
Passenger Vehicles 1,29,849 1,19,799 1,56,058 -7.7% 30.3%
Cars 25,907 13,423 5,332 -48.2% -60.3%
UVs 1,03,942 1,06,376 1,50,726 2.3% 41.7%
Light commercial vehicles 55,222 55,881 86,217 1.2% 54.3%
3 Wheelers 33,927 44,533 44,438 31.3% -0.2%
2 Wheelers N/A 3,014 70,008 N/A 2,222.8%

Notes: Data as per classification of Society of Indian Automobile Manufacturers. Includes sales of subsidiaries. Two
wheeler sales for F-09 are for the period January 2009-March 2009.
• During the Financial Year 2010, your Company, along with
Bolero was the 9th largest selling passenger vehicle in
its Joint Venture subsidiaries Mahindra Navistar Automotives
the country. All other vehicles but one, on the list of top
Limited (‘‘MNAL’’) and Mahindra Renault Private Limited
10 selling vehicles were small cars. Further, the Bolero
(‘‘MRPL’’), sold a total of 2,86,713 vehicles in the domestic
was ranked No. 1 in the SUV/MPV category in TNS.
market, a growth of 30.0% over the previous year.
• The Company's domestic UV sales volumes increased • In Financial Year 2010, your Company's overall LCV
41.7% to 1,50,058 units, as against a growth of 20.0% sales were 86,217 units, a growth of 54.3% as
for industry UV sales. As a result, your Company further compared with a growth of 42.7% for the industry.
strengthened its domination of the domestic UV sub- Your Company is the second largest player in the LCV
segment, increasing its market share to 55.3% over segment with a market share of nearly 30.0%. (Source:
the previous year's market share of 47.1% (Source: SIAM Data).
SIAM Data).
• The Scorpio, Bolero and Xylo continued to lead the Indian
market, increasing Mahindra's already dominant marketshare. Scorpio won the Autobild Technology Award for its micro-
• The Bolero occupied the numero uno slot for the fourth hybrid technology. During the year, the Xylo won
consecutive year, selling more than 70,000 vehicles
three important awards - MUV of the Year from NDTV
during the year.
Profit Car and Bike Awards 2009; UV of the Year from
• In LCVs, M&M has a presence in < 3.5T GVW segment CNBC TV 18 Overdrive Awards 2009 and
(small commercial vehicles and pick-ups), while its MPV of the year from ZigWheels Car and Bike
subsidiary MNAL has a presence in the 3.5-7.5MT GVW
Awards 2009.
segment.

3
MAHINDRA & MAHINDRA LIMITED

• In the passenger car segment, the Logan sold 5,332 in terms of performance
units, a decline of 60.3% over the previous year as and features that is much
compared to a growth of 14.2% for the A3-segment. superior to what was
hitherto available in the
• The Company recently announced a restructuring of its
market.
Joint Venture with Renault s.a.s. France, which it hopes
• In March, 2009 a refreshed
will augment sales.
version of the Scorpio,
New products - Inspiration on roads
called the "Mighty
At Mahindra, the customer is king, and their satisfaction is Muscular Scorpio" was
the source of the Company's motivation. Keeping customer launched, which led to
focus in view, the Automotive Sector launched new products more than 20% growth in
in Financial Year 2010, which met with encouraging sales of the brand during
response in the market, on the basis of which your Company the year.
is ramping up production to meet market demand. • Mahindra Navistar Automotives
Three new products were launched in the < 3.5T GVW Limited ("MNAL") (a subsidiary of
segment. your Company) is developing
products to address the full range
• Mahindra was the first
of the commercial vehicle market,
Company to introduce micro-
some of which were displayed
hybrid technology in the LCV
at the Auto Expo in January,
segment in the Bolero Maxi-
2010 to wide acclaim from media and customers. The
truck (BMT), which now
commercial launch is expected in the short term. MNAL
accounts for more than 30% of BMT volumes.
is expected to have a full range of M&HCVs in the next
• The Company also 3-4 years.
launched India's first
New Infrastructure - Aspiring to reach greater heights
compact truck, the Gio,
with a 0.5T payload, Your Company is positive on the future of the Indian
with car-like interiors Automotive Industry and is continuing with its expansion
and an attractive price plans. To meet increased customer requirements, the first
point. By offering phase of a brand new manufacturing facility at Chakan,
attractive finance schemes, the Company expects the near Pune in Maharashtra, was commissioned in December,
Gio to provide self-employment opportunities to rural 2009. This state-of-the-art plant is owned and operated by
and semi-urban youth. Mahindra Vehicle Manufacturers Limited ("MVML"), a wholly
owned subsidiary of your Company.
• Mahindra launched the Maxximo, a technologically-
advanced compact truck with a 0.85T payload. It In another path breaking initiative, Mahindra commenced
features the world's first 2-cylinder 4-valve common partial operations at its brand new research and
rail engine. The Maxximo offers a price-value proposition development facility - Mahindra Research Valley, MRV at

33
Chennai. The facility will be expanded further over the next Farm Equipment Sector - The route to the numero uno
few years and will create a world class R&D infrastructure position
for product development, testing and validation.
The Financial year ended 31st March, 2010
The Chakan Plant has the capability to manufacture the was a landmark year for the business. Your
Company's range of new generation UVs as well as Company became the world's largest tractor
commercial application vehicles. It will also manufacture Company, in terms of the number of
Commercial Vehicles for MNAL. tractors sold, fulfilling a long cherished
dream. 'Mahindra Tractors' is an iconic brand and enjoys a
Overseas operations - Expanding frontiers
strong following in the India rural heartland.
In the Global markets, while the overall economic conditions
M&M Domestic sales F-08 F-09 F-10 F-09 F-10
have improved from the nadir of Financial Year 2009, they
still remain challenging. The Company's overseas automotive Tractors 99,042 1,20,202 1,75,196 21.4% 45.8%
operations recovered in the second half of last year with Domestic 90,509 1,13,269 1,66,359 25.2% 46.9%
export sales growing nearly 24% to 10,567 units as
Exports 8,533 6,933 8,837 -18.8% 27.5%
compared to 8,501 units in the previous year.
• In this period, your Company sold 1,66,359 tractors
Automotive Sector: Overseas volumes
under its Mahindra and Swaraj brands as against
1,13,269 tractors sold in the previous year, a 46.9% increase.

7,560 • This resulted in the market share going up to 41.4%


6,128 from 40.8% last year and marked the completion of
27 years of leadership of the Farm Equipment Sector in
3,007 the Indian Tractor Market.
2,373
• The above volumes included the sale of more than
1,00,000 Mahindra branded tractors in the domestic
H1F09 H1F10 H2F09 H2F10
tractor market in a single financial year, the 1st Tractor
Company in the country to achieve this distinction.

To build on the New Products - Inspired by India


Company's heritage and • Yuvraj 215 - A revolutionary 15 HP Tractor for the
build its brand in small and marginal farmer, launched in Gujarat.
overseas markets, your
• 843 XM - The first
Company launched a
Tractor to be launched
new product, Mahindra
under the Swaraj
Thar. The product has
brand after the merger
received good response in targeted markets.
of the erstwhile Punjab
In addition to the above, your Company sold 1,000 Logan Tractors Limited with
cars in overseas markets through MRPL. the Company.

34
MAHINDRA & MAHINDRA LIMITED

• Arjun, Sarpanch, • Exports grew 27.5% this year to touch 8,837 tractors
Bhoomiputra range - as compared to 6,933 tractors exported last year,
Upgraded versions outperforming exports registered by the Indian tractor
launched, enhancing value industry which de-grew 6.5% at 36,394 tractors.
for the customer. • China is the second largest tractor market in the world
International launches with a rapidly growing Chinese market, fuelled by
increased Government subsidies focussed on
United States
agricultural mechanisation. MYYTCL has been
• Launch of the first hi-tech Integrated Cabin Tractor successfully operationalised and has delivered 32%
with both air-conditioning and heating in the US, the increase in domestic volumes in the first year of
first from a tractor that is 'Made in India'. operations. The two Joint Ventures of your Company

• The Compact series of Tractors, another first from an in China together account for the sale of around

Indian Tractor Company, was launched nation-wide. 30,000 tractors.


These products have been very well received in that • In the US, the tractor industry continued to face the
country. brunt of the economic down turn, which impacted the
sale of tractors by Mahindra USA, Inc.
China

In China, the inauguration of the Joint Venture Company Beyond Agriculture - New growth engines - Mahindra
viz. Mahindra Yeuda (Yancheng) Tractor Company Limited Powerol

("MYYTCL") in April, 2009 was accompanied by the launch Mahindra is a Company on the move. Having been the
of the 125HP tractor, thus expanding your Company's leading tractor maker for close to three decades now, the
product portfolio range up to 125HP. Company has diversified in other
Overseas Operations - Global Reach spheres such as power generators.

• Mahindra Tractors exported tractors to more than 35 A leading player in the powergen
countries across the world. space, Mahindra Powerol sold
48,011 engines in this financial
year, as against 52,350 engines in
the last year.

Mahindra Powerol has made a


foray in the new area of Tele Infra

Mahindra Powerol is the largest manufacturer of gensets


in the country and has retained its leadership position
in the Powergen space for telecom, with nearly 42%
market share.

35
Management ("TIM"). This is a business where your Company Opportunities and threats
will manage telecom towers by providing the entire range
The Automotive Sector
of services required, including diesel filling, preventive
maintenance, security and surveillance while ensuring world The current low level of vehicle ownership in India is 14 per
class uptime levels. The business has already contracted 1,000 people as compared with the world average of 120
more than 7,000 sites for its services. per 1,000 which implies a huge opportunity for growth of
the Automobile Industry. India's Automotive Sector is
Mahindra Powerol has notched impressive growth in the
expected to be one of the fastest growing in the world
retail space in Financial Year 2010. It also tested an engine
over the next several years. However, the Company faces
for rice mill application, which was successfully introduced
increasing competition from the presence of a large number
in the market.
of automotive companies in the country.
Mahindra Powerol has expanded its genset product range
The Automobile Industry is also a key contributor in
to 320 kVA at the higher end and introduced a new 5kVA
economic growth. The Indian Government's Automotive
DG at the lower end. Perhaps the most significant product
Mission Plan 2016 (AMP 2016) envisages a doubling of
introduction for the retail segment from the Mahindra
Automotive Industry's share of the Indian economy by 2016.
Powerol stable has been the digital home UPS. With sales
However, stricter emission norms and an increased focus
of over 7,000 numbers this year, this product is poised to
on public transportation may discourage use of automobiles
take Mahindra into every home.
as a means of personal transport.
The Quality Way - Inspiring success
The increased investments in infrastructure and the
Strict adherence to quality is the abiding culture at consequent growth in industrial activity will lead to increased
Mahindra Tractors, across its businesses and activities. goods movement, resulting in a growing demand for
Winning the most coveted International Quality accolades commercial vehicles. The Company's subsidiary, MNAL is
such as the Deming Prize and the Japan Quality Medal set to launch a range of medium and heavy commercial
has inspired it to continue on the exalted path. The Farm vehicles over the next few years. This will ensure the
Equipment Sector ("FES") has continued on the Total Quality Company's participation in this large and important segment
Management ("TQM") path with its own Assessment Model of the Indian Automotive Industry.
- the Mahindra Excellence Model. To further strengthen
The Farm Equipment Sector
its manufacturing capability, the Sector is pursuing the
path of Total Productive Maintenance ("TPM") under the • The improvement in rural liquidity and increase in
guidance of Japan Institute of Plant Maintenance. The non-agri component of rural incomes is a strong
rich TQM experience of FES is now being horizontally positive since demand will have lesser sensitivity to a
deployed in the Swaraj Division to accelerate the single deficient monsoon as compared to earlier
implementation of best practices. The Sector is relentlessly periods.
pursuing its goal of business excellence and is taking this • Food security and rural development remain high on
culture across to other businesses in your Company as the Government agenda, with the Union Budget for
well. 2010-2011 showing an increase in agri credit outlay

36
MAHINDRA & MAHINDRA LIMITED

by 15% to Rs.3.75 lakh crores; interest subvention on Your Company has the will to achieve and go where no
crop loans and various initiatives for rural development other has gone before, to travel the road less travelled and
also have enhanced outlays. This, coupled with create its own pathways on its continued journey to success
significantly low levels of mechanisation in Indian farms and excellence.
compared to the global average, indicates that there is
Risks and Concerns
significant growth potential for agricultural
mechanisation in the country. Your Company is well The Automotive Sector
poised to leverage this opportunity. The Company may Competition
face increased competition from other tractor
Given that the Indian Automobile Industry is expected to
manufacturers.
be one of the fastest growing markets in the world, many
• Amongst your Company's newly launched products, global players are significantly expanding their presence in
the Yuvraj 215 has the potential to grow significant India. There is a concern that this will result in an ever
volumes in the upcoming period by creating an increasing level of competition and intense pressure on the
entirely new category and catering to a large group profit margins of all participants.
of customers who had no affordable option thus
Increased competition will lead to more frequent product
far.
launches in all industry segments and raise customer
Your Company will use every opportunity to leverage synergy expectations in terms of performance, quality and
both within the Sector as well as with other Mahindra technology, leading to higher costs. Your Company views
companies to create and improve channel efficiencies, all of this as an opportunity and a challenge.
develop cutting edge technologies and introduce a Regulations
continuous pipeline of product upgradations and new
product introductions. Your Company's strategy to make Stringent regulatory norms are being introduced to

use of low cost manufacturing and sourcing bases in India safeguard the environment, especially in the area of

and abroad will enhance its cost competitiveness. emissions. Many of these measures are likely to result in an
increase in costs which cannot always be passed on to
Having achieved Global Leadership, your Company will customers through price increases in a highly competitive
continue to focus on expanding international volumes. With market environment.
the 2 Joint Ventures in China, your Company is well poised
In India, there is a large differential in taxes levied on small
to participate in the growth in China, one of the fastest
cars and larger vehicles. With the resulting lower price tag
growing tractor markets, fuelled by huge Government
for small cars, many customers may opt to postpone large
subsidies for mechanisation. Similarly, with the US market
car purchases or buy a small car, which could impact the
slowly emerging out of a recession, your Company expects
growth of UVs and the large car segment.
the business to resume its growth path.
Fuel prices and alternate fuels
Perhaps the biggest opportunity will emerge as the FES
gears up to bring about Farm Tech Prosperity. The Fuel prices are an important element of the overall cost of
possibilities are endless in this area. ownership for vehicles and tractors. Almost all of the

37
Company's UV models are diesel powered. Diesel is priced Also, growing urbanisation and vehicle population is leading
lower than petrol. Any to growing pollution, congestion and shortage of parking
reduction in the price spaces in cities. These trends would likely discourage the
differential between petrol use of automobiles as a means of personal transport,
and diesel may increase though, given the aspirations of Indian consumers, it may
the demand for petrol UVs not have a significant impact on the demand for personal
at the expense of diesel vehicles.
UVs and will be
disadvantageous to the Financial market conditions
Company.
Availability of credit and affordable interest rates are
There is also a growing customer trend, as well as promotion important facilitators for automobile and tractor sales.
by the Government, for vehicles powered by CNG, LPG and Any adverse change in these factors would impact
electric batteries, as well as hybrid powertrains. To mitigate demand. However, several strategic tie-ups with multiple
this risk, the Company has developed products powered by banks and financing companies alleviates this concern to
alternate energy such as CNG and electricity to provide some extent.
lower polluting products. The Company has also developed
For overseas operations, which are a key thrust area for the
prototypes of a hybrid Scorpio and hydrogen powered three-
Company, rupee appreciation could be a risk for both the
wheeler as well as a bio-diesel powered Scorpio and Bolero,
Sectors. However, M&M, as a practice, is taking appropriate
bio-diesel tractors and Gensets.
steps to hedge currency exposure, thus limiting the impact
Alternate modes of transportation of risk.

While the thrust by the Government on development of


New projects
urban infrastructure would lead to overall economic
development and improve living standards, it is also likely To maintain and extend its competitive advantage, the
to provide Company has created significant new capacity at its new
alternate manufacturing plant at Chakan and is simultaneously investing
modes of in an aggressive new product development programme.
transport for Success of the new product launches and attaining optimal
d a i l y and planned capacity utilisation of the new facility would
commuting have an important bearing on the future profitability.
such as Bus
Rapid Transit To mitigate the associated risks, your Company is taking
great care in building new products around the customers'
S y s t e m
("BRTS"), needs and plans to bring in the incremental capacity from

Metrorail, this new plant in phases.

monorails, etc.

38
MAHINDRA & MAHINDRA LIMITED

Farm Equipment Sector Strategy

Competition Automotive Sector: Expanding the addressable market

The Indian domestic tractor market, the world's largest, has Your Company is investing significant resources in developing
seen a round of consolidation in the last few years, which its capacity and capabilities to grow its participation as a
includes the coming together of TAFE and Eicher and the full range player in the Indian automobile industry.
acquisition of Punjab Tractors Limited by your Company. • Entry into new segments - In addition to sports utility
Having recorded a significant growth of over 30% in this vehicles, pick-up trucks, light commercial vehicles and
financial year, the market is expected to see more three-wheelers, your Company has recently entered into
competition among the existing domestic and international the Multi Purpose Vehicle segment (through the Xylo),
players. the mini-truck segment (through the Maxximo) and

Increased competition will lead to more frequent product the compact-truck segment (through the Gio). The

launches in all industry segments and raise customer Company, through its subsidiary MNAL, will enter into

expectations in terms of performance, quality and the medium and heavy commercial vehicle segment in

technology, leading to higher costs. Your Company views the near term as well. This will not only provide the

all of this as an opportunity and a challenge. Company with a much larger addressable market but
will also provide multiple avenues for growth and de-
Regulations and alternative fuels risk the business from dependence on a single segment.

Stringent regulatory norms are being introduced to • New products - The Company is refreshing and growing
safeguard the environment, especially in the areas of its product portfolio to grow its sales volumes and
emissions. Your Company is ahead of the curve, in terms of defend its market position. As part of the Company's
technology readiness, to meet the changes in norms. In aggressive product plan, it is planned to launch a
addition, in the area of alternative fuels, your Company's number of new products and multiple variants in the
products both in tractors and gensets are compatible with next three years. This includes a new global Sports
bio-fuels, ensuring the customer can use such fuels, Utility Vehicle platform to be launched in the near
whenever their commercial availability improves. future.

Raw Materials • Technology upgradation and R&D - The Company is


investing in upgrading the technology and quality of
After a year of decline in raw material prices, Financial Year
its products. An important initiative in this area is the
2011 is expected to see a firming of prices in the
new research facility being set up at Mahindra Research
international market. While this is an area of concern and
Valley (MRV) in Chennai, which will provide world-
will put pressure on margins, your Company will continue
class R&D infrastructure. Further, the impending launch
to focus on cost re-engineering to minimise the impact of
of the Company's products in the US, the most
this development.
advanced automobile market, will help the Company
keep abreast of technological trends. The Company
plans to harness its frugal engineering capabilities to

3
achieve its technology and new product development Yuvraj 215 has received the Golden Peacock Award, 2010
objectives at a globally competitive cost. in the Innovative Product/Services category, which has
recognised the game changing nature of Yuvraj 215.
• Overseas markets and partnerships - The Company
plans to increase its focus on developing overseas
HP tractor at an unbeatable price for small and marginal
markets through new products and brand building.
farmers - your Company's contribution towards inclusive
During Financial Year 2011, the Company plans to
growth in the country. This technological marvel meets the
enter the US market with a pick-up. The Company
needs of over 80% of India's farming populace, whose
also continues to actively search for overseas partners
land holding is less than 5 acres, and for whom a Rs.2.5
to supplement and strengthen its domestic market in
lakhs tractor is simply unaffordable.
both the Sectors.
Mahindra Applitrac
Farm Equipment Sector: Aspiring for Farm Tech Prosperity
Research suggests that increasing rural affluence, multiple
Going beyond just being a tractor company, FES aspires to
sources of income in rural India and the success of social
make a difference in the lives of farmers by delivering Farm
Tech Prosperity, both in the Indian context, as well as on a
global scale, in the immediate and distant future.

The Company's customers - the source of inspiration

At Mahindra, the Company undertakes research to identify


the needs of both its existing and potential customers in
order to fulfil their aspirations. These findings inspire the
Company to follow the road less travelled. In the past year,
FES took many steps along the road, to improve the lives
of its customers.
programmes like NREGS are combining to make farm labour
Yuvraj 215 scarce and expensive. Also, the productivity levels are very
low on Indian farms, far lower than the global average.
There is wealth at the bottom of the pyramid. Research
This is the inspiration for the AppliTrac brand, which offers
showed that the lower income farmer is still forced to rely
the Indian farmer, complete mechanisation solutions for a
on manual labour and
range of crops, helping him deal with labour shortage and
bullocks to till his land.
also enhance productivity.
With this insight, your
Company took upon Mahindra Samriddhi
itself the challenge of
Farmer prosperity is the inspiration that has motivated FES
creating a suitable
to intensify Mahindra Samriddhi, which is focused on
solution at a suitable
increasing crop productivity. This initiative includes soil and
price. FES launched
water testing labs, productivity demo farms, agri-clinics and
the Yuvraj 215, a 15
counselling centres. It brings the best of agricultural know-

4
MAHINDRA & MAHINDRA LIMITED

how within reach of the farmer and helps him increase Going forward, the success of the Group will depend on
farm productivity. individuals and teams that are able to create value for the
organisation. The levers of organisation structure and design,
In the Financial Year ended 31st March, 2010, 75 Samriddhi
reward and recognition, talent acquisition, communication
centres were operational across the country. Samriddhi is and performance management system are important and
motivated by your Company's desire to help millions of
are aligned. Leadership development, succession planning
farmers across the country get more out of soil, ensuring and employee engagement demanded extra focus this year,
that there is and will be enough food to feed India's growing
given the prevalent economic situation.
population.
To showcase HR practices in various businesses and
Outlook
encourage best practice sharing, the HR Best Practice Award
was instituted.
In the long term, the Indian economy is projected to grow
rapidly and demand conditions are expected to remain
The Talent Management process of the Group gave impetus
strong. However, in the near term, there are challenges in
to leadership development programmes with a focus on
terms of higher commodity prices, rising inflation and
creating synergy between Satyam Computer Services Limited,
appreciation of the rupee which will have a bearing on
Tech Mahindra Limited and the other businesses of the
demand and profitability.
Group. Continuing with leadership development
Both the Automotive and Farm Equipment Sectors with programmes, this year a partnership was forged with the

their updated product portfolios and their exploration of Centre for Creative Leadership, USA in line with the said
global horizons, will strive to maintain their leadership purpose.

position in their respective markets. Simultaneously, your


A cross-functional team of more than 150 HR,
Company will continue its focus on achieving cost leadership
business and IT professionals worked together for
through focused cost optimisation, value engineering,
harnessing the power of IT through Parivartan -
improved efficiency measures like supply chain management,
Project Harmony, whose basic objective is to create a One
countrywide connectivity of all its suppliers and dealers and
Mahindra experience by synergising and creating best
exploiting synergies between its Sectors.
practices in 24 HR processes across the Group. 17,000
Material Developments in Human Resources/ Officers across 29 Group companies spread over 156
Industrial Relations for Automotive and Farm locations experienced this power when the system went
Equipment Sectors live.

This year, HR in the Mahindra Group continued on its Your Company continued with its initiative of employer
strategic purpose of focusing on the HR Triple Bottom-line branding through “The War Room”, event which sees
by creating a culture of sustained business out performance, participation from the country's leading Business Schools.
extreme care for all stakeholders, starting with customers The impact of this initiative was significant and there was a
and employees, and strengthening the core values of the marked increase in the number of participating teams this
Group. year.

4
Industrial Relations remained cordial and harmonious during Discussion on Financial Performance with respect
the year for both the Sectors, apart from a brief illegal to Operational Performance
tool-down strike by workers at the Nashik Automotive Plant.
Overview
However, the loss in production was compensated and the
Company did not suffer any major loss. Various training The financial statements have been prepared in
programmes were organised at all Plants for developing compliance with the requirements of the Companies Act,
personal, interpersonal and technical skills of the Company's 1956 and Generally Accepted Accounting Principles

workmen. These training programs covered a wide range ("GAAP") in India.

of topics e.g. Positive Attitude, Stress Management, The Group's consolidated financial statements have been
Creativity, Team Effectiveness, Safety and Environment, prepared in compliance with the standard AS 21 on
Quality Tools, TPM, Dexterity and Technical training. The Consolidation of Accounts and presented in a separate
workmen wholeheartedly participated in all training section. The Company has provided segment reporting on
programmes and in many cases on a holiday or after a consolidated basis as per standard AS 17 on segment
working hours. reporting. This information appears along with the
consolidated accounts.
Workmen at all locations are involved in driving
improvement activities. Financial Information
Fixed Assets:
The permanent employee strength of the Company as on
31st March, 2010 was 14,355. As at 31st March, 2010 the Gross Block of Fixed Assets and
Capital Work in Progress was Rs.6,240.49 crores as
Internal Control Systems compared to Rs.5,540.62 crores as at 31st March, 2009.
During the year, the Company incurred capital expenditure
The Company maintains adequate internal control systems,
of Rs.946.31 crores (previous year Rs.855.12 crores). The
which provide, among other things, reasonable assurance
major items of capital expenditure were on New Product
of recording the transactions of its operations in all material
Development like the Maximmo, Capacity Enhancement and
respects and of providing protection against significant
Research & Development including on the Company's
misuse or loss of Company assets. The Company uses an
research facility in Chennai. This included the purchase of
Enterprise Resource Planning ("ERP") package, which Intangible assets aggregating Rs.225.28 crores (previous
enhances the internal control mechanism. The Company year Rs.170.35 crores).
has a strong and independent internal audit function. The
Inventories:
Chief Internal Auditor reports directly to the Chairman of
the Board. Professionally qualified, technical and financial Particulars 31st March, 31st March,
personnel of the internal audit function conduct periodic 2010 2009
audits to ensure that the Company's internal control systems Raw materials and bought
are adequate and are complied with. out components as a % of
consumption 4.23% 4.46%
Finished goods as a % of
gross sales 2.48% 3.31%

4
MAHINDRA & MAHINDRA LIMITED

The reduction in inventory levels is due to the Company's 31st March, 2010 as compared to 7.09% for the previous
continued focus on supply chain management and better year. The Company has been able to achieve this
planning and control. improvement in its debtor's level due to its proactive
emphasis on collections.
Sundry Debtors:
Sundry debtors amount to Rs.1,258.08 crores as Loan Funds:
at 31 st March, 2010, as compared with The loans funds have decreased from Rs.4,052.76 crores in
st
Rs.1,043.65 crores as at 31 March, 2009. While in absolute the previous year to Rs.2,880.15 crores in the current year.
terms the debtors have gone up, as a The decrease is primarily on account of the conversion of
percentage of gross sales and income from operations the Fully and Compulsorily Convertible Debentures into
debtors are lower at 6.17% for the year ended Equity Shares and the repayment of secured Foreign
Currency Loans from Banks.
RESULTS OF OPERATIONS
Income:
(Rs. crores)

Particulars Finanical Year - 2010 Finanical Year - 2009 Inc./(Dec.)

Amount % Amount % %

Gross Sales 19,832.06 106.61 14,268.41 108.97 38.99

Income from Operations 564.06 3.03 444.62 3.40 26.86

Gross Sales & Income from Operations 20,396.12 109.64 14,713.03 112.37 38.63

Less : Excise Duty on Sales 1,794.01 9.64 1,619.35 12.37 10.79

Net Sales & Income from Operations 18,602.11 100.00 13,093.68 100.00 42.07

Other Income 199.35 1.07 270.34 2.06 (26.26)

Net Sales, Income from Operations and Other Income: year. The tractor business growth was fuelled by a strong
increase in sales in both the domestic and export
The net sales and income from operations of the
markets.
Company grew by 42% over the previous year on a
growth of 44% in the automotive business and 40% Other income during Financial Year 2010 at Rs.199.35 crores
in the Company's tractor business. This growth in the fell by 26% as compared to the previous year amount of
Automotive Sector was driven by the robust Rs.270.34 crores due to lower dividend income from
growth in domestic UV volumes by 39%, increased exports subsidiaries and lower profit from the sale of investments
and the launch of the GIO and the Maximmo in the current in the current year.

43
Expenditure: (Rs. crores)

Particulars Financial Year 2010 Financial Year 2009 Inc./(Dec.)

Amount % to Net Sales Amount % to Net Sales %


and Income and Income
from from
Operations Operations

Raw materials, Finished and


Semi-finished Products 12,332.92 66.30 9,274.23 70.83 32.98

Personnel expenses 1,198.47 6.44 1,024.61 7.83 16.97

Interest, commitment and finance charges 27.81 0.15 45.26 0.35 (38.56)

Depreciation/Amortisation 370.78 1.99 291.51 2.23 27.19

Other expenses 2,115.48 11.37 1,702.21 13.00 24.28

Total Expenditure 16,045.46 86.26 12,337.82 94.23 30.05

The total expenditure during the year as a percentage of Net sales/Income from Operations is 86.26% as compared to
94.23% in the previous year.

Material Cost: of the Company as compared to an eight month charge in


the previous year.
For the year ended 31st March, 2010 material cost has
increased by 33% which is much lower than increase in net Other Expenses:
sales and income from operations due to increased volumes
in the current year. Thus, as a percentage of net sales, Other expenses as a percentage of net sales and operating
material cost shows a decrease over the previous year. This income shows a decrease over the previous year due to the
is mainly due to the full benefit of the decrease in increased income in the current year. However, because of
commodity prices in the second half of Financial Year 2009 the increase in volumes, the expenses in absolute terms are
accruing to the current year and the cost reduction initiatives higher due to increases in freight, power and fuel, warranty
of the Company. and marketing related expenses on incentives, advertisement,
sales promotion, etc.
Personnel Cost:
Depreciation:
Personnel cost has increased by 17% to Rs.1,198.47 crores
from Rs.1,024.61 crores in the previous year. This is mainly The depreciation for the year ended 31st March, 2010 is at
due to increase in flexible manpower, officers' annual Rs.370.78 crores as compared to Rs.291.51 crores in the
increments and impact of wage agreements signed during previous year due to the full impact in the current year of
the year. Also the current year had the impact of full year capitalisation of Xylo related fixed assets and intangibles and
charge of the erstwhile Punjab Tractors Limited in the books due to fresh capitalisation of projects in the current year.

44
MAHINDRA & MAHINDRA LIMITED

Interest (Net): in the current year from Rs.26,919.81 crores in Financial

The interest expense of Rs.27.81 crores (net of interest Year 2009. The profit before exceptional items and tax for

income Rs.129.04 crores) for the year ended 31st March, the current year is Rs.3,779.73 crores as compared to

2010 is lower than the interest expense of Rs.45.26 crores Rs.2,330.51 crores, registering an increase of 62.18% over

(net of interest income Rs.134.12 crores) in the previous the previous year. While the Group's performance across all

year. This is due to the higher earnings from surplus funds its segments has registered an improvement, the Systech

and interest on IT refund received during the current year segment faced challenges on account of the situation

partially offset by increased expense on account of increased prevailing in the European countries which are yet to return

fixed deposits and a longer period impact of fully and to normalcy post the global meltdown of 2009 which

compulsorily convertible debentures in the current year. severely impacted the auto-components industry world over.
During the year, there was an exceptional gain of Rs.264.56
Exceptional Items:
crores mainly arising from the sale of shares through an
The profit from Exceptional items during the year ended Initial Public Offering of Mahindra Holidays and Resorts
st
31 March, 2010 is Rs.90.75 crores as against Rs.10.27 India Limited, gains on account of deemed divestitures of
crores in the last year. The profit in the current year is on the Company's holdings in group companies such as
account of profit on sale of shares of Mahindra Holidays & Mahindra Forgings Limited, Tech Mahindra Limited and
Resorts India Limited offered as a part of that company's Mahindra Holidays & Resorts India Limited. The consolidated
Initial Public Offering, while in the previous year the Group Profit for the year after exceptional items, prior period
exceptional income was on account of surplus on transfer adjustments and tax and after deducting minority interests
of the Company's Logistics business to its wholly owned is Rs.2,478.56 crores as against Rs.1,405.41 crores earned
subsidiary. last year, a growth of 76.36%.
Provision for taxation:
During the year, by virtue of exercise of options granted to AT&T,
The provision for current tax, fringe benefit tax and deferred the shareholding of the Company alongwith Mahindra-BT
tax for the year ended 31st March, 2010 as a percentage to Investment Company (Mauritius) Limited in Tech Mahindra Limited
profit before tax is higher than the previous year, on account stands reduced to 44.01%, resulting in Tech Mahindra Limited
of the incremental profits during the year being subjected alongwith its subsidiary companies ceasing to be subsidiaries of
to tax at the maximum marginal rate of 33.99%. the Company with effect from 22nd March, 2010. Accordingly as
Consolidated Financial Position of the M&M on 31st March, 2010, Tech Mahindra Limited is a Joint Venture of
Group the Company. As on 31st March, 2010 the Group comprised of
90 Subsidiaries, 5 Joint Ventures and 10 Associates.
The current year has witnessed a strong sales performance
which has translated to healthy growth in both, revenues Tech Mahindra Limited, the Group's IT arm, registered a
and profits of the Group. total income (Consolidated) of Rs.4,700.77 crores as against
st
The Gross turnover for the year ended 31 March, 2010 of Rs.4,426.86 crores in Financial Year 2009 - an increase of
Consolidated Mahindra Group is Rs.33,790.10 crores as 6.19%. Its Net Profit, after share of minority interest, was
against Rs.28,991.99 crores for the previous year. The lower at Rs.700.42 crores during Financial Year 2010 as
Group's net turnover grew by 17.71% to Rs.31,687.97 crores against Rs.1,014.37 crores in the previous year.

45
The Group's Finance company, Mahindra & Mahindra from Rs.219.70 crores in the previous year to Rs.355.82
Financial Services Limited (Consolidated), witnessed a crores in the current year.
revenue growth of 13.93% over the previous year. Having Mahindra Holidays & Resorts India Limited, during the year
put in place various initiatives towards improving cashflows, under review, continued to grow towards dominance in
reducing interest costs through broad basing the borrowing the Holiday Segment with membership growing by 18.38%
profile and establishing banking relationships, it reported a from 92,825 numbers to 1,09,884 numbers. The total
total income of Rs.1,595.60 crores during the current year income (Consolidated) grew by 17.90% from Rs. 442.12
as compared to Rs.1,400.45 crores in the last year. With a crores to Rs. 521.28 crores. The profit after tax for the year
network of 459 offices it is one of the leading NBFCs in registered an increase of 46.86% increasing from Rs.79.71
financing of utility vehicles, tractors and cars. Its consolidated crores in Financial Year 2009 to Rs.117.06 crores in Financial
profit after tax for Financial Year 2010 grew by 61.96% Year 2010.

Segment Results (before exceptional item):

The results achieved by major business segments of the Group are given below:
(Rupees Crores)

Segments Financial Year 2010 Financial Year 2009

1. Automotive 1,260.64 257.72

2. Farm Equipment 1,406.66 667.85

3. Financial Services 524.21 333.91

4. Steel Trading & Processing 82.64 94.80

5. Infrastructure 121.72 80.00

6. Hospitality 158.01 93.66

7. IT Services 1,026.36 1,126.28

8. Systech (108.08) 23.86

9. Others (108.08) (46.71)

Disclaimer
Certain statements in the Management Discussion and Analysis describing the Company's objectives, projections,
estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable securities
laws and regulations. Actual results could differ from those expressed or implied. Important factors that could make
a difference to the Company's operations include raw material availability and prices, cyclical demand and pricing in
the Company's principal markets, changes in Government regulations, tax regimes, economic developments within
India and the countries in which the Company conducts business and other incidental factors.

46
MAHINDRA & MAHINDRA LIMITED

47
48
MAHINDRA & MAHINDRA LIMITED

Corporate Governance
Your Company is committed to transparency in all its Company. Mr. A. K. Nanda, Executive Director of the
dealings and places high emphasis on business ethics. The Company, has resigned with effect from the close of
Company believes that sound Corporate Governance is working hours on 31 st March, 2010 and has been
critical for enhancing and retaining investor trust and appointed as a Non-Executive Director on the Board of
your Company always seeks to ensure that its performance Directors of the Company, with effect from 1st April, 2010.
goals are met with integrity. The Company is of the view The Chairman and the Vice-Chairman & Managing Director,
that good governance goes beyond good working results though Professional Directors in their individual capacities,
and financial propriety and is a pre-requisite to attainment belong to the Company’s promoter group. The remaining
of excellent performance in terms of stakeholder value Non-Executive Directors comprising of eight Independent
creation. Directors (including the Nominee Director) and one Non-
Your Company practices a culture that is built on core Independent Non-Executive Director possess the requisite
values and ethics. During the year ‘CRISIL’ has re-affirmed qualifications and experience in general corporate
the highest level rating “GVC Level 1” for Governance and management, finance, banking, insurance and other allied
Value Creation for the fourth year in a row. This has been fields which enable them to contribute effectively to the
possible through sustained efforts and commitment to the Company in their capacity as Directors of the Company.
highest standards of corporate conduct. Your Company Apart from reimbursement of expenses incurred in the
has also received the “Best Governed Company 2009” discharge of their duties, the remuneration that these
Award from the ‘Indian Merchants Chamber and the Asian Directors would be entitled under the Companies Act, 1956
Centre for Corporate Governance and Sustainability’. as Non-Executive Directors and the remuneration that a
A Report on compliance with the Code of Corporate Director may receive for professional services rendered to
Governance as prescribed by the Securities and Exchange the Company through a firm in which he is a partner,
Board of India and incorporated in the Listing Agreement none of these Directors has any other material pecuniary
is given below. relationships or transactions with the Company, its
Promoters, its Directors, its Senior Management or its
I. Board of Directors Subsidiaries and Associates which in their judgment would
The composition of the Board is in conformity with Clause affect their independence. None of the Directors of the
49 of the Listing Agreement, as amended from time to Company are inter-se related to each other.
time. The Non–Executive Chairman of the Company is a
Promoter and the number of Non-Executive Independent Professional fees for the year to Khaitan & Co., Advocates
Directors is more than one-half of the total number of & Solicitors, in which Mr. R. K. Kulkarni, Non-Executive
Directors. The Board reviews and approves strategy and Director is a partner amounts to Rs.112.77 lakhs.

oversees the actions and results of management to ensure The Senior Management have made disclosures to the
that the long term objectives of enhancing stakeholders’ Board confirming that there are no material, financial and/
value are met. or commercial transactions between them and the
The Vice-Chairman & Managing Director alongwith Company which could have potential conflict of interest
Executive Directors are Whole-time Directors of your with the Company at large.

4
A. Composition of the Board given below. None of the Directors on the Board is a Member
Currently, the Board comprises of twelve Directors. The names on more than 10 Committees and Chairman of more than 5
and categories of Directors, the number of Directorships and Committees (as specified in Clause 49 of the Listing
Committee positions held by them in the companies are Agreement), across all the companies in which he is a Director:

Directors Category Total Number of Committee Memberships,


Chairmanships and Directorships of public
companies* as on 31st March, 2010
Committee Committee Directorships $
Memberships+ Chairmanships+
NON-EXECUTIVE
Mr. Keshub Mahindra Promoter 1 1 6
(Chairman)
Mr. Deepak S. Parekh Independent 7 5 12
Mr. A. K. Nanda# Non-Independent 8 4 15
Mr. N. B. Godrej Independent 3 1 14
Mr. M. M. Murugappan Independent 5 4 8
Mr. Narayanan Vaghul Independent 2 1 5
Dr. A. S. Ganguly Independent 2 1 5
Mr. R. K. Kulkarni Independent 7 3 8
Mr. Anupam Puri Independent 2 - 5
Mr. Arun Kanti Dasgupta Independent 2 - 5
EXECUTIVE
Mr. Anand G. Mahindra Promoter 1 - 13
(Vice-Chairman &
Managing Director)
Mr. Bharat Doshi Non-Independent 4 3 10
(Executive Director)

# Resigned as the Executive Director and also as a Director of the Company with effect from the close of working hours
on 31st March, 2010. He has been appointed as an Additional Director on the Board of Directors of the Company,
with effect from 1st April, 2010.
* Excludes private limited companies, foreign companies, companies registered under section 25 of the Companies
Act, 1956 and government bodies.
+ Committees considered are Audit Committee and Shareholders/Investors Grievance Committee, including that of
Mahindra & Mahindra Limited.
$ Excludes Alternate Directorships but includes Additional Directorships and Directorship in Mahindra & Mahindra
Limited.

5
MAHINDRA & MAHINDRA LIMITED

B. Board Procedure provisions and write-offs, corporate restructuring, Minutes


of Meetings of the Audit and other Committees of the
A detailed Agenda folder is sent to each Director in advance
Board and information on recruitment of Officers just below
of Board and Committee Meetings. To enable the Board to
the Board level, including the Company Secretary and
discharge its responsibilities effectively, the Vice-Chairman
Compliance Officer.
& Managing Director apprises the Board at every Meeting
of the overall performance of the Company, followed by C. Number of Board Meetings, Attendance of the
presentations by the Sector Presidents. A detailed functional Directors at Meetings of the Board and at the
Report is also placed at Board Meetings. The Board also Annual General Meeting
inter alia reviews strategy and business plans, annual
During the year 1st April, 2009 to 31st March, 2010, Six
operating and capital expenditure budgets, investment and
Board Meetings were held on the following dates – 9th
exposure limits, compliance reports of all laws applicable
April, 2009, 28th May, 2009, 30th July, 2009, 29th October,
to the Company, as well as steps taken by the Company to
2009, 25th January, 2010 and 30th March, 2010. The gap
rectify instances of non-compliances, review of major legal
between two Meetings did not exceed four months. These
issues, minutes of the Board Meetings of your Company’s
Meetings were well attended. The Sixty-third Annual
unlisted subsidiary companies, significant transactions and
General Meeting (AGM) of the Company was held on 30th
arrangements entered into by the unlisted subsidiary
July, 2009.
companies, adoption of quarterly/half-yearly/annual results,
significant labour issues, transactions pertaining to The attendance of the Directors at these Meetings is as
purchase/disposal of property(ies), major accounting under:

Directors Number of Board Attendance at the


Meetings Attended AGM
Mr. Keshub Mahindra 5+ Yes
Mr. Anand G. Mahindra 6 Yes
Mr. Deepak S. Parekh 4 Yes
Mr. N. B. Godrej 6 Yes
Mr. M. M. Murugappan 5+ Yes
Mr. Bharat Doshi 6 Yes
Mr. A. K. Nanda 6 Yes
Mr. Narayanan Vaghul 6 Yes
Dr. A. S. Ganguly 6 Yes
Mr. R. K. Kulkarni 6 Yes
Mr. Anupam Puri 5 Yes
Mr. Arun Kanti Dasgupta 4 Yes
+ In addition to five Board Meetings, Mr. Keshub Mahindra and Mr. M. M. Murugappan participated in one Board
Meeting through teleconference. No sitting fees were paid for participation through teleconference.

5
D. Meetings of Independent Directors Manufacturing Company Limited, Indian Institute for
The Independent Directors of the Company meet before Human Settlements and Prudential Management & Services
the Board Meeting to examine various Corporate Private Limited.
Governance issues, functioning of the Company and of He was also appointed by the Government of India to
the Group and other issues without the presence of Vice- serve on a number of Committees including the Sachar
Chairman & Managing Director or Executive Directors or Commission on Company Law & MRTP; Central Advisory
Management Personnel. These Meetings are conducted in Council of Industries, etc.
an informal and flexible manner to enable the Independent
Mr. Mahindra is associated with several Committees. He is
Directors to discuss matters pertaining to the affairs of the
a Member of Prime Minister's Council on Trade & Industry,
Company and put forth their views and recommend their
New Delhi, Apex Advisory Council - ASSOCHAM, Deputy
suggestions to the Board.
Chairman & Trustee - Employers' Federation of India,
E. Directors seeking appointment/re-appointment President of the Governing Council - University of
Mr. Keshub Mahindra, Mr. Anupam Puri, Dr. A. S. Ganguly Pennsylvania Institute for the Advanced Study of India,
and Mr. R. K. Kulkarni retire by rotation and, being eligible, New Delhi and Member of United World Colleges
have offered themselves for re-appointment. Mr. A. K. (International), U.K., amongst other companies.
Nanda resigned as the Executive Director of the Company Mr. Mahindra was the President of Bombay Chamber of
and also as a Director of the Company with effect from Commerce & Industry, President of ASSOCHAM, President
the close of working hours on 31st March, 2010. He was of Indo-American Society and Chairman of Indian Institute
appointed as an Additional Director of the Company with of Management, Ahmedabad.
effect from 1st April, 2010 and will hold office upto the
Mr. Mahindra has been recipient of prestigious awards
next Annual General Meeting of the Company.
including 1989 Business India - Businessman of the Year;
Mr. Keshub Mahindra
1994 The Sir Jehangir Ghandy Medal for Industrial Peace -
Mr. Keshub Mahindra, Chairman of Mahindra & Mahindra XLRI, Jamshedpur; 1998 IMC Diamond Jubilee Endowment
Limited, is a Graduate from Wharton, University of Trust Award; 2000 Dadabhai Naoroji International Award
Pennsylvania, USA. After joining the Company as a Director for Excellence & Lifetime Achievement; 2003 All India
in 1948, he became the Chairman in 1963. Management Association Lifetime Achievement Award for
He is a well-known philanthropist who redefined Corporate Management; 2006 Lakshya Business Visionary Award -
Governance by effectively channelising funds into the social NITIE; 2007 Indian Business School (IBS) Kolkata Lifetime
sector. Achievement Award presented by the Institute of Chartered
Mr. Keshub Mahindra is Chairman of Mahindra Ugine Steel Financial Analysts of India (ICFAI); 2007 Ernst & Young
Company Limited, Chairman of the Board of Governors of Entrepreneur of the Year Lifetime Achievement Award; 2008
Mahindra United World College of India, Vice-Chairman Society of Indian Automobile Manufacturers (SIAM) Award
of Housing Development Finance Corporation Limited, for 'Lifetime Contribution to the Automotive Industry'; 2009
Chairman of Kema Services (International) Private Limited, CNBC TV 18 India Business Leaders Lifetime Achievement
Chairman of Tech Mahindra Foundation, Chairman of Award 2008; 2009 ACMA Lifetime Achievement Award
Mahindra Holdings Limited and Director of Bombay Burmah and very recently 2009 Economic Times Lifetime
Trading Corporation Limited, The Bombay Dyeing & Achievement Award.

5
MAHINDRA & MAHINDRA LIMITED

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

Sr. No. Name of the Company Name of Committee Position held


1. Mahindra & Mahindra Limited Share Transfer and Shareholders/ Chairman
Investors Grievance Committee
Loans & Investment Committee Chairman
Remuneration/Compensation Committee Member
2. Housing Development Finance Compensation Committee Chairman
Corporation Limited
3. Bombay Dyeing & Manufacturing Remuneration Committee Chairman
Company Limited
4. Bombay Burmah Trading Remuneration Committee Member
Corporation Limited

Mr. Keshub Mahindra holds 4,02,296 Ordinary (Equity) institutions on public policy. Mr. Anupam Puri spearheaded
Shares in the Company. the development of McKinsey’s India practice, oversaw the
Asian and Latin American offices and was an elected
Mr. Anupam Puri Member of the Board.
Mr. Anupam Puri holds a M. Phil in Economics from Nuffield
College, Oxford University, 1969; an M.A. in Economics He is currently a Member of the Board at Dr. Reddy’s
from Balliol College, Oxford University, 1967; and a B.A. in Laboratories Limited, Mahindra & Mahindra Limited,
Economics from Delhi University, India, 1965. Mr. Puri was Mumbai Mantra Media Limited and Tech Mahindra Limited
a Management Consultant with McKinsey & Company from as well as Chairman of the Advisory Board of Corsair Capital.
1970 to 2000. He worked globally with corporate clients
in several industries on strategy and organisational issues Mr. Anupam Puri is a Member of the following Board
and also served several Governments and multilateral Committees:

Sr. No. Name of the Company Name of Committee Position held


1. Dr. Reddy’s Laboratories Limited Governance and Compensation Chairman
Committee
2. Tech Mahindra Limited Audit Committee Member
Compensation Committee Member
3. Mumbai Mantra Media Limited Audit Committee Member

Mr. Anupam Puri does not hold any Share in the Company.

53
Dr. A. S. Ganguly from the University of Illinois, USA. Dr. Ganguly’s principal
professional career spanned 35 years with Unilever Plc./
Dr. Ganguly is currently the Chairman of Firstsource
N.V. He was the Chairman of Hindustan Lever Limited
Solutions Limited (formerly ICICI OneSource Limited) and
from 1980 to 1990 and a Member of the Unilever Board
ABP Private Limited (Ananda Bazar Patrika Group) and has
from 1990 to 1997, with responsibility for world-wide
been a Director on the Central Board of the Reserve Bank
research and technology.
of India, since November, 2000. (Dr. Ganguly has resigned
from the RBI Board effective 18.11.2009). Dr. Ganguly During his career, he has served several public bodies, the
also currently serves as a Non-Executive Director of principal among them, as Member, Science Advisory Council
Mahindra & Mahindra Limited, Wipro Limited, Tata AIG to the Prime Minister of India (1985-89) and the UK Advisory
Life Insurance Company Limited, Hemogenomics Private Board of Research Councils (1991-94). Dr. Ganguly is a
Limited and a Director on the Advisory Board of Microsoft recipient of the Padma Bhushan, one of India’s highest
Corporation (India) Private Limited and the Blackstone honours (1987); he was made an Hon. Professor by the
Group. Dr. Ganguly has been recently appointed a Director Chinese Academy of Science, Shanghai (1996). The University
on the Board of Dr. Reddy’s Laboratories Limited. He is a of Illinois, College of Food and Nutrition selected Dr. Ganguly
Member of the Prime Minister’s Council on Trade and as their ‘Outstanding Alumnus’ in 1997 and he is the
Industry as well as the Investment Commission and the recipient of the International Alumni Award for Exceptional
India-USA CEO Council, set up by the Prime Minister of Achievement for the academic year 2003-2004, from the
India and the President of the USA. He is also a Member University of Illinois. In 2006, Dr. Ganguly was awarded the
of the Rajiv Gandhi Foundation and National Knowledge CBE (Hon) by the United Kingdom. In 2008, Dr. Ganguly
Commission to the Prime Minister. More recently, received the Economic Times Lifetime Achievement Award
Dr. Ganguly was nominated to the Rajya Sabha and ‘sworn and more recently, he has been the recipient of the Padma
in’ as a Member of Parliament on 30th November, 2009. Vibhushan, India’s second highest civilian award. Dr. Ganguly
Dr Ganguly is a former Member of the Board of British has authored three books – “Industry &
Airways Plc. (1996-2005). Liberalisation”(1994),”Strategic Manufacturing for
Competitive Advantage” (1998) and “Business Driven R&D-
Dr. Ganguly graduated with Distinction from the Bombay Managing Knowledge to Create Wealth” (1999), besides
University and has obtained the M.S. and Ph.D. degrees several publications in Science, Technology and Management.

Dr. Ganguly is a Member of the following Board Committees:


Sr. No. Name of the Company Name of Committee Position held
1. Mahindra & Mahindra Limited Research & Development Committee Chairman
2. Tata AIG Life Insurance Company Limited Remuneration Committee Chairman
Audit Committee Member
3. Firstsource Solutions Limited Compensation cum Chairman
Board Governance Committee
Investors /Shareholders’ Chairman
Grievance Committee
Investment Committee Member
Committee for Issue of Securities Chairman
(FCCB Committee)
Strategy Committee Chairman
4. Wipro Limited Corporate Governance Committee Chairman
5. Microsoft Corporation India Private Limited Advisory Board Chairman

Dr. Ganguly holds 1,00,000 Ordinary (Equity) Shares in the Company.

54
MAHINDRA & MAHINDRA LIMITED

Mr. R. K. Kulkarni obtaining regulatory approvals, Joint Venture and licensing,


Mr. R. K. Kulkarni, B.Sc., LL.M, is a practicing Advocate shareholder agreements and arrangements, technology
transfers, import of plant and equipment, etc., in
and Solicitor and is a Senior Partner in Khaitan & Co.,
Infrastructure and Project Financing – such as advice and
Advocates & Solicitors.
documentation relating to corporate financing, debt issues,
He has immense experience in all aspects of Corporate including concession agreements, construction contracts,
law; Mergers & Acquisitions – such as due diligence, operation & maintenance contracts, etc. He also has
structuring documentation involving listed companies, considerable experience in litigation having handled writs
cross-border transactions in Capital Markets - such as advice and civic litigation. He advises a range of large Indian and
and documentation relating to domestic IPOs and GDR/ multinational clients in various business Sectors, including
FCCB offerings of securities by Indian companies; in infrastructure, power, telecom, automobile, engineering
Securities Law – such as insider trading, takeover-code, steel, cement, agriculture and agri-products, software and
public offers, buyback of securities, etc., in Restructuring – information technology, retail services, etc.
such as advice and documentation involving creditors He is on the Board of various companies viz. Mahindra &
restructuring, sick companies, demergers, spin offs, sale of Mahindra Limited, Alternate Brand Solutions (India) Limited,
assets, etc. in privatisation – such as advice and Elantas Beck India Limited, Caprihans India Limited,
documentation in relation of privatisation of Government Entertainment Network (India) Limited, INEOS ABS (India)
business and companies in India on behalf of several Limited, Tech Mahindra Limited, Shamrao Vithal Co-op Bank
bidders, etc., in Foreign Investment, Joint Venture and Limited, R&P Management Communications Private Limited
Foreign Collaboration – such as advice and documentation, and Venturbay Consultants Private Limited.

Mr. R. K. Kulkarni is a Member of the following Board Committees:


Sr. No. Name of the Company Name of Committee Position held
1. Mahindra & Mahindra Limited Audit Committee Member
Share Transfer and Shareholders/ Member
Investors Grievance Committee
2. Elantas Beck India Limited Audit Committee Chairman
Shareholders’/Investor Chairman
Grievance Committee
3. Caprihans India Limited Audit Committee Chairman
4. Entertainment Network (India) Limited Audit Committee Member
Remuneration Committee Member
5. INEOS ABS (India) Limited Audit Committee Member
Remuneration Committee Member
6. Tech Mahindra Limited Remuneration Committee Chairman
Mr. Kulkarni holds 87,576 Ordinary (Equity) Shares in the Company.

55
Mr. A. K. Nanda Mahindra World City (Jaipur) Limited, Mumbai Mantra
Media Limited and Union Bank of India. He is also on the
Mr. A. K. Nanda holds a Degree in Law from the University Advisory Boards of Barco Company Limited and Schneider
of Calcutta, is a fellow member of The Institute of Electric India Private Limited and elected as a Member of
Chartered Accountants of India (FCA) and a fellow the Supervisory Board of BAH Hotelanlagen AG.
member of The Institute of Company Secretaries of India
Mr. Nanda is also the Chairman of CII Western Region,
(FCS). Mr. Nanda has also participated in a Senior Executive
Chairman Emeritus of the Indo-French Chamber of
Programme at the London Business School. He joined the
Commerce, Member of the Governing Boards of the Council
Mahindra Group in 1973. He has held several important
of EU Chambers of Commerce in India and Bombay First.
positions within the Group over the 37 years he was with
He was the Chairman of CII National Committee on Water
the Company.
from April, 2007 to March, 2009.

He was inducted to the Board of Mahindra & Mahindra


Mr. Nanda has been honoured with an Award of “Chevalier
Limited (M&M) in August, 1992 and resigned as Executive de la Legion d’Honneur” (Knight of the National Order of
Director in March, 2010 to focus on the social sector and the Legion of Honour) by the President of the French
create a favourable ecosystem for senior citizens. He was Republic, Mr. Nicolas Sarkozy.
immediately appointed as a Non-Executive Director of
M&M. Mr. Nanda has also been awarded with the “Real Estate
Person of the Year” Award from GIREM Leadership
He is currently the Chairman of Mahindra Holidays & Resorts Awards in India.
India Limited, Mahindra Lifespace Developers Limited,
Mr. Nanda has also been awarded with the “CA Business
Owens Corning (India) Limited, Mahindra Consulting
Achiever Award - Corporate” at The Institute of Chartered
Engineers Limited, Mahindra Construction Company
Accountants of India Award 2009 and “Lifetime
Limited, Mahindra Infrastructure Developers Limited,
Achievement Award” for his outstanding contribution to
Mahindra World City (Maharashtra) Limited, Knowledge
the Hospitality Industry and the Service Sector by the Golden
Township Limited, Vice-Chairman of Mahindra World City
Star Awards 2010.
Developers Limited and Director of Mahindra Water Utilities
Limited, Mahindra Holidays and Resorts (USA) Inc., MHR Mr. A. K. Nanda is a Member of the following Board
Hotel Management GmbH, Mahindra Holdings Limited, Committees:

56
MAHINDRA & MAHINDRA LIMITED

Sr. No. Name of the Company Name of Committee Position held


1. Mahindra & Mahindra Limited Share Transfer and Shareholders/ Member
Investors Grievance Committee
Loans & Investment Committee Member
2. Mahindra Holidays & Resorts India Limited Loans & Investment Committee Member
Remuneration Committee Member
Inventory Approval Committee Member
IPO Committee Member
Share Allotment/Transfer cum Chairman
Investor Grievances Committee
3. Owens Corning (India) Limited Audit Committee Chairman
Remuneration Committee Member
4. Mahindra Construction Company Limited Remuneration Committee Member
5. Mahindra Lifespace Developers Limited Investors’ Grievance and Shareholders’ Chairman
Committee
Loans & Investment Committee Chairman
Remuneration Committee Member
Share Allotment Committee Member
6. Mahindra Infrastructure Developers Limited Audit Committee Member
7. Mahindra World City (Jaipur) Limited Audit Committee Member
Capital Issue Committee Member
Land Lease Committee Member
Loans & Investment Committee Member
Remuneration Committee Chairman
8. Mahindra World City (Maharashtra) Limited Capital Issue Committee Member

9. Mahindra Holdings Limited Audit Committee Chairman

10. Mahindra World City Developers Limited Remuneration Committee Member


11. Union Bank of India Shareholders /Investors Grievance Member
Committee

Remuneration Committee Member

Mr. A. K. Nanda holds 2,75,864 Ordinary (Equity) Shares in the Company.

57
F. Codes of Conduct (“Committee”) considers the performance of the
Company, the current trends in the industry, the
The Board has laid down two separate Codes of Conduct
qualification of the appointee(s), their experience, past
(“Codes”), one for Board Members and other for Senior
performance and other relevant factors. The Board/
Management and Employees of the Company. These Codes
Committee regularly keeps track of the market trends
have been posted on the Company’s website http://
in terms of compensation levels and practices in
www.mahindra.com. All Board Members and Senior
relevant industries through participation in structured
Management Personnel have affirmed compliance with these
surveys. This information is used to review the
Codes. A declaration signed by the Vice-Chairman & Managing
Company’s remuneration policies.
Director to this effect is enclosed at the end of this Report.

G. CEO/CFO Certification
As required under Clause 49 V of the Listing Agreement
with the Stock Exchanges, the Vice-Chairman & Managing B. Remuneration to Non-Executive Directors for the
Director and the Group Chief Financial Officer of the year ended 31st March, 2010
Company have certified to the Board regarding the Financial
Statements for the year ended 31st March, 2010. The eligible Non-Executive Directors are paid
commission upto a maximum of 1% of the net profits
II. Remuneration to Directors of the Company as specifically computed for this
A. Remuneration Policy purpose. A commission of Rs.144 lakhs has been
While deciding on the remuneration for Directors, the provided as payable to the eligible Non-Executive
Board, Remuneration/ Compensation Committee Directors in the accounts of the year under review.

During the year under review, the Non-Executive Directors were paid a commission of Rs.96 lakhs (provided in the
accounts for the year ended 31st March, 2009), distributed amongst the Directors as under:
(Rs. in Lakhs)
Directors Commission for the year ended
31st March, 2009, paid during
the year under review
Mr. Keshub Mahindra 32.00
Mr. Deepak S. Parekh 8.00
Mr. N. B. Godrej 8.00
Mr. M. M. Murugappan 8.00
Mr. Narayanan Vaghul 8.00
Dr. A. S. Ganguly 8.00
Mr. R. K. Kulkarni 8.00
Mr. Anupam Puri 8.00
Mr. Arun Kanti Dasgupta (Nominee of LIC) 8.00 #
# The Commission is paid to the Nominating Financial Institution.

58
MAHINDRA & MAHINDRA LIMITED

Non-Executive Directors are also paid a sitting fees of Rs.20,000* for every Meeting of the Board or Committee attended.
The sitting fees paid to Non-Executive Directors for the year ended 31st March, 2010 alongwith their shareholdings are as
under:

Directors Sitting Fees for the Board No. of Ordinary (Equity)


and Committee Meetings Shares held as on
paid during the year 31st March, 2010
ended 31st March, 2010
(Rs. in Lakhs)
Mr. Keshub Mahindra 1.60 4,02,296

Mr. Deepak S. Parekh 1.70 1,12,180

Mr. N. B. Godrej 2.20 3,58,884

Mr. M. M. Murugappan 2.40 1,00,000

Mr. Narayanan Vaghul 1.80 1,00,000

Dr. A. S. Ganguly 1.00 1,00,000

Mr. R. K. Kulkarni 2.10 87,576

Mr. Anupam Puri 0.60 Nil

Mr. Arun Kanti Dasgupta (Nominee of LIC) 0.50 ** Nil

* The sitting fees payable to the Non-Executive Directors of the Company has been increased with effect from
1st November, 2009, from the existing limit of Rs.10,000 to Rs.20,000 for every Board Meeting or Board constituted
Committee Meeting attended by them, excluding the Share Transfer and Shareholders / Investors Grievance Committee.

** Sitting fees for Board Meetings were paid to LIC.

35,000 Stock Options granted in June, 2005 to the Non- stands augmented by an equal number of Options and
Executive Directors which have vested in June, 2006 can Exercise Price stands reduced to half on account of Sub-
be exercised in three tranches over a period of five years division of each Ordinary (Equity) Share of the Company
from the date of vesting at an Original Exercise Price of having a Face Value of Rs.10 each fully paid-up into 2
Rs.454 per share. The Options granted stand augmented
(Two) Ordinary (Equity) Shares of the Face Value of Rs.5
by an equal number of Options and the Exercise Price
each fully paid-up. Details of the Options granted to each
stands reduced to half on account of the 1:1 Bonus Issue
of the Directors are given in the Statement attached to
made in September, 2005. Further, the number of Stock
Annexure I to the Directors’ Report.
Options granted and outstanding as on 30th March, 2010

5
C. Remuneration paid/payable to Managing/Executive subsequently approved by the Board of Directors and
Director(s) (Whole-time Directors) for the year ended Shareholders at a General Meeting.
31st March, 2010:
Remuneration to Whole-time Directors is fixed by the Following is the remuneration paid/payable to the Whole-
Remuneration/ Compensation Committee which is time Directors during the year ended 31st March, 2010:

(Rs. In Lakhs)
Directors Salary Comm- Company’s Perquisites Total Contract No. of No. of No. of No. of
ission Contribu- and Period Options Options Options Options
tion to allowances granted granted in granted granted
Funds* in June, September, in July, in August,
2005$ 2006 $$ 2007$$$ 2008$$$$
Mr. Anand G. 65.42 130.85 17.66 50.73 264.66 4th April, 2007 Nil Nil Nil Nil
Mahindra to 3rd April,
(Vice-Chairman & 2012
Managing Director)
Mr. Bharat Doshi 59.33 89.00 16.02 19.46 183.81 28th August, 2007 10,000 11,345 8,362 29,039
(Executive Director) to 27th August,
2012
Mr. A. K. Nanda** 59.33 89.00 16.02 48.29 212.64 28th August, 2007 10,000 11,345 8,362 24,890
(Executive Director) to 27th August,
2012
* Aggregate of the Company’s contributions to Superannuation Fund, Provident Fund, Gratuity and Privilege Leave Encashment.
** Resigned as the Executive Director and also as a Director of the Company with effect from the close of working hours on 31st March, 2010. He has been appointed
as an Additional Director on the Board of Directors of the Company, with effect from 1st April, 2010.

Options granted on€ Vesting period Exercise period Exercise price€

$ June, 2005 Already vested in June, 2006 Within five years from the Rs.454 per share#
date of vesting
$$ September, 2006 Four equal instalments in On the date of Vesting or Rs.616 per share
September 2007, 2008, within five years
2009 and 2010 respectively from the date of Vesting
$$$ July, 2007 Four equal instalments in On the date of Vesting or Rs.762 per share
July, 2008, 2009, 2010 and within five years from the
2011 respectively date of Vesting
$$$$ August, 2008 Four equal instalments in On the date of Vesting Rs.500 per share
August 2009, 2010, 2011 or within five years from
and 2012 respectively the date of Vesting

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

Details of the Options granted including discount are given in the Statement attached to Annexure I to the Directors’
Report.
Notes:
a) Notice period applicable to each of the Whole-time Directors – six months.
b) Employee Stock Options and Commission are the only components of remuneration that are performance-linked. All
other components are fixed.

6
MAHINDRA & MAHINDRA LIMITED

III. Risk Management the terms of reference. The Audit Committee has been
granted powers as prescribed under Clause 49 II (C). The
Your Company has a well-defined risk management
Meetings of the Audit Committee are also attended by the
framework in place. The risk management framework
Vice-Chairman & Managing Director, the Executive Directors
adopted by the Company is discussed in detail in the
of the Company, the President-Finance, Legal and Financial
Management Discussion and Analysis Chapter of this
Services Sector, the Statutory Auditors, Chief Internal Auditor
Annual Report. Your Company has established procedures
and the Company Secretary. The Chairman of the Audit
to periodically place before the Board, the risk assessment
Committee, Mr. Deepak S. Parekh was present at the 63rd
and minimisation procedures being followed by the
Annual General Meeting of the Company held on 30th July,
Company and steps taken by it to mitigate these risks.
2009.
IV. Committees of the Board
The Committee met seven times during the year under
A. Audit Committee review. The Committee Meetings were held on the following
dates – 21st May, 2009, 28th May, 2009, 30th July, 2009,
This Committee comprises solely of Independent Directors
29th October, 2009, 2nd December, 2009, 25th January, 2010
viz. Mr. Deepak S. Parekh (Chairman of the Committee),
and 30th March, 2010. The gap between two Meetings did
Mr. R. K. Kulkarni, Mr. N. B. Godrej and Mr. M. M.
not exceed four months. The attendance at the Meetings
Murugappan. All the Members of the Committee possess
is as under:
strong accounting and financial management knowledge.
The Company Secretary is the Secretary to the Committee. Members Number of

The terms of reference of this Committee are very wide. Meetings attended

Besides having access to all the required information from Mr. Deepak S. Parekh (Chairman) 6
within the Company, the Committee can obtain external Mr. R. K. Kulkarni 7
professional advice whenever required. The Committee acts Mr. N. B. Godrej 6
as a link between the Statutory and the Internal Auditors Mr. M. M. Murugappan 5+
and the Board of Directors of the Company. It is authorised
to select and establish accounting policies, review reports + In addition to attending five Audit Committee Meetings,

of the Statutory and the Internal Auditors and meet with Mr. M. M. Murugappan participated in one Meeting
through teleconference. No sitting fee was paid for
them to discuss their findings, suggestions and other
related matters. The Committee is empowered to inter alia participation through teleconference.

review the remuneration payable to the Statutory Auditors B. Remuneration/Compensation Committee


and to recommend a change in Auditors, if felt necessary. The role of the Remuneration/Compensation Committee is
It is also empowered to review Financial Statements and to review market practices and to decide on remuneration
investments of unlisted subsidiary companies, Management packages applicable to the Vice-Chairman & Managing
Discussion & Analysis, material individual transactions with Director, the Executive Directors and Senior Executives of
related parties not in normal course of business or which the Company. During the course of its review, the
are not on an arm’s length basis. Generally all items listed Committee also decides on the commission of the Directors
in Clause 49 II (D) of the Listing Agreement are covered in and/or other incentives payable, taking into account the

6
individual’s performance as well as that of the Company. on the Committee. Mr. Narayan Shankar, Company
The Committee has formulated and administers the Secretary is the Compliance Officer of the Company.
Mahindra & Mahindra Limited Employees’ Stock Option
The Committee meets as and when required, to inter alia
Scheme and also attends to such other matters as may be
deal with matters relating to transfer of shares and monitor
prescribed from time to time.
redressal of complaints from Shareholders relating to
The scope of the Remuneration/Compensation Committee transfers, non-receipt of Balance Sheet, non-receipt of
is enhanced to include the function of a Nomination dividends declared, etc. With a view to expedite the process
Committee, which would, inter alia include of share transfers, necessary authority has been delegated
recommendations for new appointment and removal of to approve the transfers of not more than 5,000 Ordinary
Board Members, scrutinising nominations for Board (Equity) Shares per transfer, provided the transferee does
Members with reference to their competencies, not hold one lakh or more Ordinary (Equity) Shares in the
qualifications, experience, track record, integrity, etc., Company.
assessment of the necessary and desirable competencies
The Committee met two times during the year and all
of Board Members, appointing, retaining and managing
Members of the Committee attended the same. During
the necessary talent pool commensurate with the size and
the year, 19 complaints were received from the
operations of the Company including Board Members, etc.
Shareholders, all of which have been attended to/resolved
The Committee comprises of a majority of Independent
to date. As of date, there are no pending share transfers
Directors and includes the Chairman of the Company.
pertaining to the year under review.
Mr. Narayanan Vaghul is the Chairman of the Committee.
D. Research & Development Committee (a voluntary
Mr. Keshub Mahindra, Mr. N. B. Godrej and Mr. M. M.
initiative of the Company)
Murugappan are the other Members of the Committee.
The Research & Development (R&D) Committee, which was
The Committee met four times during the year under
constituted by the Board in 1998, provides direction on
review. The attendance at the Meetings is as under:
the R&D mission and strategy and key R&D and technology
Members Number of issues. The Committee also reviews and makes
Meetings attended recommendations on skills and competencies required and
Mr. Narayanan Vaghul (Chairman) 4 the structure and the process needed to ensure that the
Mr. Keshub Mahindra 3 R&D initiatives result in products that are in keeping with
Mr. N. B. Godrej 3
the business needs. Dr. A. S. Ganguly is the Chairman of
Mr. M. M. Murugappan 4
the Committee. Mr. Anand G. Mahindra, Mr. N. B. Godrej,
C. Share Transfer and Shareholders/Investors Mr. Bharat Doshi and Mr. M. M. Murugappan are the
Grievance Committee other Members of the Committee.

The Company’s Share Transfer and Shareholders/Investors E. Loans & Investment Committee (a voluntary
Grievance Committee functions under the Chairmanship initiative of the Company)
of Mr. Keshub Mahindra, Chairman of the Board and a The Committee approves of the making of loans and
Non-Executive Director. Mr. Anand G. Mahindra, Mr. R. K. investment, disinvestment, borrowing moneys and related
Kulkarni, Mr. Bharat Doshi and Mr. A. K. Nanda are also aspects of fund management in accordance with the

6
MAHINDRA & MAHINDRA LIMITED

Guidelines prescribed by the Board. Mr. Keshub Mahindra C. Code for Prevention of Insider Trading Practices
is the Chairman of the Committee. Mr. Anand G. Mahindra, The Company has instituted a comprehensive Code of
Mr. R. K. Kulkarni, Mr. Bharat Doshi and Mr. A. K. Nanda
Conduct for Prevention of Insider Trading for its designated
are the other Members of the Committee. employees, in compliance with Securities and Exchange
Board of India (Prohibition of Insider Trading) Regulations,
V. Subsidiary Companies 1992, as amended from time to time. The Code lays down
Clause 49 defines a “material non-listed Indian subsidiary” Guidelines, which advises them on procedures to be
as an unlisted subsidiary, incorporated in India, whose followed and disclosures to be made, while dealing with
turnover or net worth (i.e. paid-up capital and free reserves) shares of the Company, and cautioning them of the
exceeds 20% of the consolidated turnover or net worth consequences of violations.
respectively, of the listed holding company and its
VII. Shareholder Information
subsidiaries in the immediately preceding accounting year.
1. 64rd Annual General Meeting
Under this definition, the Company did not have any
Date : 28th July, 2010
“material non-listed Indian subsidiary” during the year under
Time : 3:00 p.m.
review. The Subsidiaries of the Company function
Venue : Birla Matushri Sabhagar,
independently, with an adequately empowered Board of
Directors and sufficient resources. For more effective 19, Sir Vithaldas Thackersey Marg
governance, the Minutes of Board Meetings of Subsidiaries (New Marine Lines),
of the Company are placed before the Board of Directors Mumbai - 400 020.
of the Company for their review. 2. Dates of Book Closure
Dates of Book Closure for Dividend will be from
VI. Disclosures 10th July, 2010 to 28th July, 2010, both days inclusive.
A. Disclosure of transactions with Related Parties 3. Date of Dividend Payment
During the financial year 2009-10, there were no materially Date of payment of Dividend would be on or after
significant transactions entered into between the Company 29th July, 2010.
and its promoters, Directors or the management, subsidiaries 4. Financial Year of the Company
or relatives, etc. that may have potential conflict with the The financial year covers the period from 1st April
interests of the Company at large. Further details of related to 31st March.
party transactions are presented in Note Number “29” in Financial Reporting for:
Schedule XIV to Annual Accounts of the Annual Report.
Quarter ending
B. Disclosure of Accounting Treatment in preparation 30th June, 2010 - End July, 2010
of Financial Statements Half-year ending
The Company has followed the Accounting Standards laid 30th September, 2010 - End October, 2010
down by The Companies (Accounting Standards) Rules, Quarter ending
2006 in preparation of its financial statements. 31st December, 2010 - End January, 2011

63
Year ending Post allotment of Equity Shares and sub-division of Equity

31st March, 2011 - End May, 2011 Shares as aforesaid, the issued, subscribed and paid-up
Share Capital of the Company stands at Rs.289.22 crores
Note: The above dates are indicative.
comprising of 57,84,34,478 Ordinary (Equity) Shares of
5. Registered Office Rs.5 each fully paid-up (prior to Stock-split: 28,92,17,239
Mahindra & Mahindra Limited Equity Shares of Rs.10 each) and the Authorised Share
Gateway Building, Capital of the Company stands at Rs.625 crores comprising
Apollo Bunder, of 1,20,00,00,000 Ordinary (Equity) Shares of Rs.5 each
Mumbai - 400 001. and 25,00,000 Unclassified Shares of Rs.100 each.
6. Listing on Stock Exchanges

The Company’s Shares are listed on Bombay Stock Exchange 8. Stock Code
Limited (BSE) and National Stock Exchange of India Limited
1. Bombay Stock Exchange Limited (BSE) : 500520
(NSE). The Global Depositary Receipts (GDRs) of the
Company are listed on the Luxembourg Stock Exchange 2. National Stock Exchange of India Limited (NSE):
and are also admitted for trading on International Order M&M
Book (IOB) of the London Stock Exchange. The US $200
3. Demat International Security Identification Number
million Zero Coupon Foreign Currency Convertible Bonds
(ISIN) in NSDL and CDSL for Equity Shares:
(FCCBs) due for redemption in 2011 are listed at Singapore
Exchange Securities Trading Limited. The requisite listing INE101A01018 (Old – for Equity Shares of

fees have been paid in full to all these Stock Exchanges. Rs.10 each)

7. Sub-division of Face Value of Equity Shares (Stock- INE101A01026 (New – for Equity Shares of
split) Rs.5 each)

Pursuant to the approval received from the Members of 4. Corporate Identity Number:
th
the Company by way of Postal Ballot on 11 March, 2010, L65990MH1945PLC004558
st
the Company has on 31 March, 2010, upon sub-division,
5. FCCBs, Singapore Exchange Securities Trading
issued 2 (Two) Ordinary (Equity) Shares of Rs.5 each fully
Limited (ISIN): XS0250972543
paid-up in the Equity Share Capital of the Company for
every 1 (One) Ordinary (Equity) Share of the face value of 6. GDRs, Luxembourg Stock Exchange (ISIN):
Rs.10 fully paid-up held by the Members in the Equity USY541641194

Share Capital of the Company as on the Record Date i.e.


30th March, 2010.

64
MAHINDRA & MAHINDRA LIMITED

9. Stock Performance
The performance of the Company’s shares relative to the BSE Sensitive Index is given in the chart below:

M&M on BSE BSE Sensex

1200 20000
18000
1000
16000
M&M on BSE

BSE SENSEX
14000
800
12000
600 10000
8000
400
6000
4000
200
2000
0 0
Apr-09 May-09 Jun-09 Jul-09 Aug-09 Sep-09 Oct-09 Nov-09 Dec-09 Jan-10 Feb-10 Mar-10*

Closing Price on Last Trading day of the Month

* The Share price became ex-date for sub-division with effect from 29th March, 2010. However, for a meaningful
comparison, the closing price on the last trading day of March, 2010 has been doubled.

The performance of the Company’s shares relative to the NSE Sensitive Index (S&P CNX Nifty Index) is given in the chart
below:

M&M on NSE NSE Nifty

1200 6000

1000 5000
M&M on NSE

800 4000
NSE NIFTY

600 3000

400 2000

200 1000

0 0
Apr-09 May-09 Jun-09 Jul-09 Aug-09 Sep-09 Oct-09 Nov-09 Dec-09 Jan-10 Feb-10 Mar-10*

Closing Price on Last Trading day of the Month

* The Share price became ex-date for sub-division with effect from 29th March, 2010. However, for a meaningful
comparison, the closing price on the last trading day of March, 2010 has been doubled.

65
10. Stock Price Data:

Equity Shares GDRs


Bombay Stock National Stock Luxembourg Stock
Exchange Limited Exchange of India Limited Exchange
High Low High Low High Low
Rs. Rs. Rs. Rs. US $ US $
April, 2009 503.00 377.50 504.55 377.50 9.74 7.73
May, 2009 700.00 486.75 698.00 484.60 14.50 10.00
June, 2009 824.00 669.05 829.00 660.15 17.07 14.03
July, 2009 892.00 643.30 889.80 644.10 17.93 13.80
August, 2009 942.70 735.20 943.95 734.00 19.51 15.20
September, 2009 909.80 809.00 910.00 808.00 18.53 16.63
October, 2009 981.00 865.00 981.40 866.00 21.05 18.65
November, 2009 1092.00 878.00 1091.00 879.00 23.04 18.87
December, 2009 1098.70 1005.00 1094.00 1005.00 23.26 21.54
January, 2010 1196.70 985.00 1199.00 987.75 26.10 21.75
February, 2010 1065.80 950.25 1065.50 950.00 22.86 20.52
March, 2010* 1154.00 535.45 1154.95 515.00 25.02 12.14
* The Share price became ex-date for sub-division with effect from 29th March, 2010.
11. Registrar and Transfer Agents
Sharepro Services (India) Private Limited
Unit: Mahindra & Mahindra Limited
13AB, Samhita Warehousing Complex,
2nd Floor, Sakinaka Telephone Exchange Lane,
Off Andheri Kurla Road,
Sakinaka, Andheri (East),
Mumbai - 400 072.
Telephone Nos.: +91-22-67720400/67720300
Fax: +91-22-28591568
email: sharepro@shareproservices.com

The Registrar and Transfer Agents also have an office at:


Sharepro Services (India) Private Limited
912, Raheja Centre,
Free Press Journal Road,
Nariman Point,
Mumbai - 400 021.
Telephone Nos.: +91-22-22881568/69
Fax: +91-22-22825484

66
MAHINDRA & MAHINDRA LIMITED

12. Share Transfer System per transfer, provided the transferee does not hold one
lakh or more Ordinary (Equity) Shares in the Company.
Trading in Ordinary (Equity) Shares of the Company through Since, Mr. A. K. Nanda ceased to be an Executive Director
recognized Stock Exchanges is permitted only in of the Company, Mr. Bharat Doshi, Executive Director and
dematerialised form. Group Chief Financial Officer or Mr. Uday Y. Phadke,
President – Finance, Legal and Financial Services Sector or
Shares sent for transfer in physical form are registered and Mr. Narayan Shankar, Company Secretary of the Company
returned within a period of thirty days from the date of have now been severally authorised to approve the transfers
receipt of the documents, provided the documents are of not more than 5,000 Ordinary (Equity) Shares per
valid and complete in all respects. With a view to expedite transfer, provided the transferee does not hold one lakh or
the process of share transfers, Mr. A. K. Nanda, Executive more Ordinary (Equity) Shares in the Company. The Share
Director as well as Mr. Narayan Shankar, Company Secretary Transfer and Shareholders/Investors Grievance Committee
of the Company were severally authorised to approve the meets as and when required to consider the other transfer
transfers of not more than 5,000 Ordinary (Equity) Shares proposals and attend to Shareholder grievances.
13. Distribution of Shareholding as on 31st March, 2010

Number of Shares held Number of Number of Percentage of


Shareholders Shares held Shareholding
1 to 500 1,34,427 1,15,27,754 1.99
501 to 1000 8,391 61,57,823 1.06
1001 to 5000 7,794 1,62,32,135 2.81
5001 to 10000 944 66,46,410 1.15
10001 and above 1,132 53,78,70,356 92.99
Total 1,52,688 57,84,34,478 100.00

Shareholding Pattern as on 31st March, 2010:


Sr. No. Category of Shareholders Total Holdings Holdings in
Percentage
1. Promoters and Promoter Group 15,23,69,592 26.34
2. Mutual Funds/UTI 2,40,86,073 4.16
3. Banks, Financial Institutions, Insurance Companies, 12,01,02,772 20.76
Central and State Government
4. FIIs* 13,53,37,813 23.40
5. Foreign Bodies 1,87,91,948 3.25
6. Private Corporate Bodies 4,42,23,273 7.65
7. Indian Public 5,02,73,902 8.69
8. NRIs/ OCBs/ Foreign National ** 33,30,113 0.58
9. The Bank of New York Mellon (for GDR holders) 2,99,18,992 5.17
Grand Total 57,84,34,478 100.00
* FIIs category does not include Shareholding aggregating 135.23 lakhs Shares representing 2.34% of the paid-up
share capital of the Company held by a FII, as the same is included under the category of Promoters and
Promoter Group.
** NRIs category does not include Shareholding aggregating 7.32 lakhs Shares representing 0.12% of the paid-up
share capital of the Company held by a NRI, as the same is included under the category of Promoters and
Promoter Group.

67
14. Dematerialisation of Shares 16. Plant Locations

98.47% of the paid-up Equity Share Capital is held in a The Company’s manufacturing facilities are located at
dematerialised form with National Securities Depository Kandivali, Nashik, Igatpuri, Nagpur, Zaheerabad, Jaipur,

Limited and Central Depository Services (India) Limited as Rudrapur, Haridwar, Chakan and Mohali.
on 31st March, 2010. The market lot of the share is one 17. Address for correspondence

share, as the trading in the Equity Shares of the Company Shareholders may correspond with the Registrar and
is permitted only in dematerialised form. Non-Promoters’ Transfer Agents at:

holding is 73.66% and the stock is highly liquid. Sharepro Services (India) Private Limited
Unit: Mahindra & Mahindra Limited
15. Outstanding GDRs / ADRs / Warrants or any Convertible 13AB, Samhita Warehousing Complex,
Instruments, Conversion date and likely impact on equity 2nd Floor, Sakinaka Telephone Exchange Lane,
2,99,18,992 GDRs were outstanding as at 31st March, Off Andheri Kurla Road,
2010. Since the underlying Ordinary (Equity) Shares Sakinaka, Andheri (East),
represented by GDRs have been allotted in full, the Mumbai - 400 072.
outstanding GDRs have no impact on the Equity of the Telephone Nos.: +91-22-67720400/67720300
Company. Fax: +91-22-28591568
Email: sharepro@shareproservices.com
2000 Zero Coupon Convertible Bonds (due 2011) of US$
1,00,000 each (FCCBs) aggregating US$ 200 million issued on all matters relating to transfer/dematerialisation of
in April, 2006, may at the option of the Bondholder, be shares, payment of dividend and any other query relating
converted into around 96,35,156 Equity Shares/GDRs each to Equity Shares or Debentures of the Company.
GDR representing One Equity Share of the Company at an The Company has also designated investors@mahindra.com
initial conversion price of Rs.922.04 at any time between as an exclusive email ID for Investors for the purpose of
7th May, 2006 and 7th March, 2011. registering complaints and the same has been displayed
on the Company’s website.
In the year 2008-2009, the Company had repurchased
105 FCCBs aggregating US$ 1,05,00,000 at a discount Shareholders would have to correspond with the respective
and the same have been cancelled upon repurchase. Till Depositary Participants for Shares held in demateralised
date, no conversion of any FCCBs has taken place. form.

Consequent to sub-division of each Ordinary (Equity) Share For all investor related matters, the Company Secretary &
of the face value of Rs.10 fully paid-up in the Equity Share Compliance Officer can be contacted at:

Capital of the Company into 2 Ordinary (Equity) Shares of Mahindra Towers,


5th Floor, Dr. G. M. Bhosale Marg,
the face value of Rs.5 each fully paid-up, the initial
Worli, Mumbai - 400 018.
conversion price of Rs.922.04 was adjusted to Rs.461.02
Telephone Nos.: +91-22-24905624 & +91-22-24975074
per share with effect from 31st March, 2010.
Fax: +91-22-24900833
As of date, FCCBs amounting to US$ 18,95,00,000 email: investors@mahindra.com
convertible into around 1,82,58,622 Equity Shares/GDRs The Company can also be visited at its website:
are outstanding. http://www.mahindra.com

68
MAHINDRA & MAHINDRA LIMITED

VIII. Other Disclosures


1. Details of General Meetings and Special Resolutions passed
Annual General Meetings (AGM) held during the past 3 years and the Special Resolutions passed therein:

Year Date Time Special Resolutions passed

2007 30th July, 2007 3.30 p.m. 1. Re-appointment of Mr. Anand G. Mahindra, Vice-Chairman & Managing
Director for a period of 5 years with effect from 4th April, 2007.

2. Re-appointment of two Executive Directors of the Company viz.


Mr. Bharat Doshi and Mr. A. K. Nanda for a period of 5 years with
effect from 28th August, 2007.

3. Alteration of Article 3 of the Articles of Association of the Company.

4. Authority to the Board to recover from Eligible Employees, the fringe


benefit tax in respect of Options which are granted to or vested or
exercised by the Eligible Employees on or after 1st April, 2007.

2008 30th July, 2008 3.30 p.m. No Special Resolution was passed at the AGM.

2009 30th July, 2009 3.30 p.m. Change in place of keeping Registers and Index of Members and
Debenture/ Bond Holders and copies of Annual Returns, etc.

Extraordinary General Meetings held during the past 3 years:

Year Date Time Special Resolution passed

2007 20th April, 2007 11.00 a.m. Making investments etc. in excess of the limits prescribed under section

372A of the Companies Act, 1956 upto an amount of Rs.1,500 crores.

All the above Meetings were held at Birla Matushri Sabhagar, 19, Sir Vithaldas Thackersey Marg (New Marine Lines),
Mumbai - 400 020, except the Annual General Meeting held on 30th July, 2009 which was convened at Y B Chavan
Centre, General Jagannathrao Bhosale Marg, Next to Sachivalaya Gymkhana, Mumbai - 400 021.

6
Details of Resolutions passed through Postal Ballots durings the year 2009-10:

Date of Board Description % of Valid Votes in Scrutinizer for


Meeting favour of the conducting the
Resolution Postal Ballot

25th January, 2010 1. Ordinary Resolution to sub-divide 99.99


each of the Ordinary (Equity) Share of
the Face Value of Rs.10 into 2 Ordinary
(Equity) Shares of the Face Value of Mr. Taizoon M. Khumri,
Rs.5 each. Practising Company
2. Ordinary Resolution to amend Clause 99.90 Secretary,
5 of the Memorandum of Association Mumbai
of the Company.
3. Special Resolution to amend Clause 3 99.90
of the Articles of Association of the
Company.

The procedure for Postal Ballot is as per section 192A of the Companies Act, 1956 and Rules made thereunder namely
Companies (Passing of the Resolution by Postal Ballot) Rules, 2001.

2. Details of non-compliance etc. The Company has been regularly posting information
The Company has complied with all the requirements relating to its financial results and shareholding pattern
of regulatory authorities. During the last three years, on Corporate Filing and Dissemination System (CDFS)
there were no instances of non-compliance by the viz. www.corpfiling.co.in, the common platform
Company and no penalty or strictures were imposed launched by BSE and NSE for electronic filing by listed
on the Company by the Stock Exchanges or SEBI or companies.
any statutory authority, on any matter related to the
4. Management Discussion and Analysis Report
capital markets.
Management Discussion and Analysis Report (MDA)
3. Means of Communication
has been attached to the Directors’ Report and forms
The quarterly, half-yearly and yearly results are published
part of this Annual Report.
in Business Standard and Sakal which are national and
local dailies respectively. These are not sent individually 5. Compliance with Mandatory requirements

to the Shareholders. The Company’s results and official The Company has complied with all the mandatory
news releases are displayed on the Company’s website requirements of Clause 49 of the Listing Agreement
http://www.mahindra.com relating to Corporate Governance.

Presentations are also made to international and 6. Compliance with Non-mandatory requirements
national institutional investors and analysts which are a. Office of the Chairman
also put up on the website of the Company. The Company has provided the Chairman

7
MAHINDRA & MAHINDRA LIMITED

(Non-Executive) with a full-fledged office, the prepared and disseminated for consideration and
expenses of which are borne by the Company. adoption by Corporates and may be voluntarily adopted
by public companies with the objective to enhance
The Chairman is reimbursed all expenses incurred
not only the economic value of the enterprise but also
in the performance of his duties.
the value for every stakeholder who has contributed in
b. Remuneration Committee the success of the enterprise and set a global
The Company has set up the Remuneration/ benchmark for good Corporate Governance. MCA after
Compensation Committee long before application taking into account the experience of adoption of these
of Clause 49 of Listing Agreement. Guidelines by Corporates and after consideration of
c. Audit Qualifications the feedback received from them would review the
During the year under review, there is no audit Guidelines for further improvements after a period of
qualification in the Company’s financial statements. one year.
The Company continues to adopt best practices to
The Company has been a strong believer in good
ensure regime of unqualified financial statements.
Corporate Governance and has been adopting the best
The Company has not adopted the other non-
practices that have evolved over the last two decades.
mandatory requirements as specified in Annexure I D
of Clause 49.
The Company is in substantial compliance with the
7. Compliance with the Corporate Governance – Guidelines and it will always be the Company’s
Voluntary Guidelines, 2009 endeavour to attain the best practices in Corporate
In December, 2009 the Government of India, Ministry Governance.
of Corporate Affairs (“MCA”) had issued Corporate
Governance Voluntary Guidelines 2009 (“the
Guidelines”). MCA has clarified that the Guidelines were Mumbai, 29th May, 2010.

7
DECLARATION BY THE MANAGING DIRECTOR UNDER CLAUSE 49
OF THE LISTING AGREEMENT
To
The Members of Mahindra & Mahindra Limited

I, Anand G. Mahindra, Vice-Chairman & Managing Director of Mahindra & Mahindra Limited declare that all the
Members of the Board of Directors and Senior Management Personnel have affirmed compliance with the Code of
Conduct for the year ended 31st March, 2010.

Anand G. Mahindra
th
Mumbai, 29 May, 2010 Vice-Chairman & Managing Director

CERTIFICATE
To
The Members of Mahindra & Mahindra Limited

We have examined the compliance of conditions of Corporate Governance by Mahindra & Mahindra Limited, for the year
ended on 31st March, 2010, as stipulated in Clause 49 of the Listing Agreement of the said Company with stock
exchanges in India.

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was
limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the
conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of
the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the
Company has complied with the conditions of the Corporate Governance as stipulated in the above mentioned Listing
Agreement.

We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or
effectiveness with which the management has conducted the affairs of the Company.

For DELOITTE HASKINS & SELLS


Chartered Accountants
(Registration No. 117364W)

B.P. Shroff
(Partner)
th
Mumbai, 29 May, 2010 Membership Number: 34382

7
MAHINDRA & MAHINDRA LIMITED

73
74
MAHINDRA & MAHINDRA LIMITED

75
Financial Position at a Glance
(Rupees in crores)

2010 2009 2008 2007 2006 2005 2004 2003 2002 2001

Gross Fixed Assets 6240 5541 4203 3510 3065 2810 2559 2489 2417 2231

Net Fixed Assets 3703 3214 2361 1871 1555 1475 1391 1466 1537 1483

Investments 6398 5786 4215 2238 1669 1190 1111 862 800 710

Foreign Currency Monetary Item


Translation Difference Account
Asset/(Liability) (3) 18 - - - - - - - -
Inventories 1189 1061 1084 878 879 760 500 457 469 553

Debtors 1258 1044 1005 701 638 512 400 517 648 632

Other Current Assets 3595 2959 1555 2169 1232 1028 625 640 616 529

Misc. Expenditure not written off 4 13 14 18 18 24 10 40 - 224

Long-term 2801 3685 2187 1558 837 941 652 1072 1192 791
Borrowings
Short-term 79 368 400 78 46 111 78 68 185 344

Current Liabilities and Provisions 5197 4798 3240 2666 2052 1760 1329 1095 1051 927

Deferred Tax Liability/(Asset) (Net) 240 (18) 57 20 147 190 203 177 138 -

Equity Capital 283 273 239 238 233 112 116 116 116 111

Reserves 7544 4989 4111 3315 2676 1875 1659 1454 1388 1958

Net Worth 7827 5262 4350 3553 2909 1987 1775 1570 1504 2069

Book Value Per Share (Rupees) @138.03 192.12 180.87 147.98 *123.29 174.46 150.89 130.56 128.26 165.50

@ Book value per share is shown after giving effect to the sub-division of each Ordinary (Equity) Share of the face value Rs. 10 each
fully paid up into two Ordinary (Equity) Shares of Rs. 5 each fully paid up in March, 2010.
* Book value per share is shown after giving effect to a 1:1 bonus issue in September, 2005.
Book value per share is calculated after reducing Miscellaneous Expenditure not written off and Revaluation Reserve from Net
worth.

76
MAHINDRA & MAHINDRA LIMITED

Summary of Operations
(Rupees in crores)

2010 2009 2008 2007 2006 2005 2004 2003 2002 2001

Income @ 20595 14983 13238 11558 9451 7804 6001 4597 3997 4353
Direct 12333 9274 7726 6828 5714 4603 3353 2500 2117 2359
Materials
Indirect 105 91 89 79 68 60 43 39 32 49
Excise Duty (Net) 1807 1587 1584 1335 1136 1055 955 785 677 755
Personnel 1198 1025 868 666 553 465 421 385 375 401
Interest (Net) @ 28 45 24 (67) (18) (6) 52 87 83 62
Depreciation (Net) 371 292 239 209 200 184 165 165 139 140
Other Expenses 1997 1643 1474 1192 909 743 603 496 476 443
Exceptional items
(Income)/Expense (91) (10) (173) (122) (210) (14) (29) (57) 17 15
Profit before tax for the year 2847 1036 1407 1439 1099 714 438 197 81 129
Tax for the year - Current 749 58 279 366 285 215 63 12 3 8
Deferred Tax Liability/(Asset) 10 141 25 (15) (43) (14) 26 39 (25) -
Adj. pertaining to Prev. Years - ▲31 - 19 - - - - 6 -
Balance profit 2088 868 1103 1069 857 513 349 146 97 121
Dividends #+624 +312 +321 +325 +278 +172 +118 + 72 56 +67
Equity Dividend (%) #190.00 100.00 115.00 115.00 100.00 130.00 90.00 55.00 50.00 55.00
Earnings per Share (Rupees) * 37.97 15.92 23.12 22.58 19.04 11.52 7.51 3.14 2.16 2.73
Vehicles produced ** (Units) 284516 201993 196956 169557 148213 148025 117670 87088 66256 63146
Vehicles sold ** (Units) 282119 206688 195077 169679 147591 145024 117399 86890 65338 62927
Tractors produced (Units) 173276 119098 98917 103847 87075 67115 50102 45183 54524 80261
Tractors sold (Units) 175196 120202 99042 102531 85029 65390 49576 47028 58006 79237
@ Interest income netted off in
interest expense 129 89 63 87 45 36 25 29 33 51
# Proposed Dividend.
+ Including Income-tax on Proposed Dividend/Dividends.
* Basic Earning per share is calculated on effective capital during the year and after giving effect to the sub-division of the
Ordinary (Equity) Shares in March 2010, for all the periods above.
** Including CKD packs.
▲ Profit of Mahindra Holdings and Finance Limited for the period 1st February, 2008 to 31st March, 2008.

77
Financial Highlights

PAT and Net Income (Rupees Crores) Earnings Per Share (Rs.)
2400 20000
48
18801

2088 18000
2100

40 37.97
16000
1800

13364 14000
32
1500
11672 12000

EPS (Rs.)
Net Income
PAT

10221
1200 10000
24 22.58 23.12

8327 1103
1068
8000 19.04
900
857 868
16
6000
15.92
600
4000
8
300
2000

0 0
FY 2006 FY 2007 FY 2008 FY 2009 FY 2010 0
FY 2006 FY 2007 FY 2008 FY 2009 FY 2010
Net Income Profit After Tax

Net Segmental Revenue F-2010 Debt Equity Ratio


0.8

Others
0.7
Farm 0.4%
Equipment
0.60
42.6% 0.6
0.56

0.5
Times

0.46

0.4 0.37

0.3 0.31

0.2

Automotive
57.0% 0.1

0.0
FY 2006 FY 2007 FY 2008 FY 2009 FY 2010

78
MAHINDRA & MAHINDRA LIMITED

79
80
MAHINDRA & MAHINDRA LIMITED

Auditors’ Report to the members of Mahindra & Mahindra Limited

1. We have audited the attached Balance Sheet of Mahindra & (d) in our opinion, the Balance Sheet, the Profit and Loss
Mahindra Limited as at 31st March, 2010, the Profit and Account and the Cash Flow Statement dealt with by this
Loss Account and the Cash Flow Statement of the Company report are in compliance with the Accounting Standards
for the year ended on that date, both annexed thereto. referred to in Section 211(3C) of the Companies Act, 1956;
These financial statements are the responsibility of the
Company’s Management. Our responsibility is to express an (e) in our opinion and to the best of our information and
opinion on these financial statements based on our audit. according to the explanations given to us, the said accounts
give the information required by the Companies Act, 1956
2. We conducted our audit in accordance with the auditing in the manner so required and give a true and fair view in
standards generally accepted in India. Those Standards conformity with the accounting principles generally accepted
require that we plan and perform the audit to obtain in India:
reasonable assurance about whether the financial statements
are free of material misstatements. An audit includes (i) in the case of the Balance Sheet, of the state of affairs
examining, on a test basis, evidence supporting the amounts of the Company as at 31st March, 2010;
and the disclosures in the financial statements. An audit
also includes assessing the accounting principles used and (ii) in the case of the Profit and Loss Account, of the profit
the significant estimates made by the Management, as well of the Company for the year ended on that date; and
as evaluating the overall financial statement presentation.
(iii) in the case of the Cash Flow Statement, of the cash
We believe that our audit provides a reasonable basis for
flows of the Company for the year ended on that date.
our opinion.
3. As required by the Companies (Auditor’s Report) Order, 2003 5. On the basis of the written representations received from
(CARO) issued by the Central Government in terms of Section the Directors as on 31st March, 2010, and taken on record
227(4A) of the Companies Act, 1956, we enclose in the by the Board of Directors, we report that none of the
Annexure a statement on the matters specified in paragraphs Directors is disqualified as on 31st March, 2010 from being
4 and 5 of the said Order. appointed as a director in terms of Section 274(1) (g) of the
4. Further to our comments in the Annexure referred to in Companies Act, 1956.
paragraph 3 above, we report as follows:
(a) we have obtained all the information and explanations which
to the best of our knowledge and belief were necessary for
the purposes of our audit; For DELOITTE HASKINS & SELLS
Chartered Accountants
(b) in our opinion, proper books of account as required by law
(Registration No.117364W)
have been kept by the Company so far as it appears from
our examination of those books; B. P. Shroff
(c) the Balance Sheet, the Profit and Loss Account and the Partner
Cash Flow Statement dealt with by this report are in (Membership No.34382)
agreement with the books of account; MUMBAI, 29th May, 2010

81
Annexure to the Auditors’ Report of Mahindra & Mahindra Limited for the year ended 31st March, 2010.
(Referred to in paragraph (3) thereof)
i. In respect of its fixed assets: (a) The particulars of contracts or arrangements referred
to Section 301 that needed to be entered in the Register
(a) The Company has maintained proper records showing
maintained under the said Section have been so entered.
full particulars, including quantitative details and
situation of the fixed assets. (b) Where each of such transaction is in excess of Rs.5
lakhs in respect of any party, having regard to the
(b) The fixed assets were physically verified during the year
explanations that some of the items purchased are of
by the Management in accordance with a regular
special nature and suitable alternative sources are not
programme of verification which, in our opinion,
readily available for obtaining comparable quotations,
provides for physical verification of all the fixed assets
the transactions have been made at prices which are
at reasonable intervals. According to the information
prima facie reasonable having regard to the prevailing
and explanation given to us, no material discrepancies
market prices at the relevant time.
were noticed on such verification.
vi. In our opinion and according to the information and
(c) The fixed assets disposed off during the year, in our
explanations given to us, the Company has complied with
opinion, do not constitute a substantial part of the
the provisions of Sections 58A and 58AA or any other
fixed assets of the Company and such disposal has, in
relevant provisions of the Companies Act, 1956 and the
our opinion, not affected the going concern status of
Companies (Acceptance of Deposits) Rules, 1975 with regard
the Company.
to the deposits accepted from the public. According to the
ii. In respect of its inventory: information and explanations given to us, no order has
been passed by the Company Law Board or the National
(a) As explained to us, the inventories were physically Company Law Tribunal or the Reserve Bank of India or any
verified during the year by the Management at Court or any other Tribunal.
reasonable intervals.
vii. In our opinion, the Company has an adequate internal audit
(b) In our opinion and according to the information and
system commensurate with the size and the nature of its
explanation given to us, the procedures of physical
business.
verification of inventories followed by the Management
were reasonable and adequate in relation to the size of viii. We have broadly reviewed the books of account maintained
the Company and the nature of its business. by the Company pursuant to the rules made by the Central
(c) In our opinion and according to the information and Government for the maintenance of cost records under
explanations given to us, the Company has maintained Section 209(1) (d) of the Companies Act, 1956 in respect of
proper records of its inventories and no material manufacture of motor vehicles and tractors and are of the
discrepancies were noticed on physical verification. opinion that prima facie the prescribed accounts and records
have been made and maintained. We have, however, not
iii. The Company has neither granted nor taken any loans, made a detailed examination of the records with a view to
secured or unsecured, to/from companies, firms or other determining whether they are accurate or complete. To the
parties listed in the Register maintained under Section 301 best of our knowledge and according to the information
of the Companies Act, 1956. and explanations given to us, the Central Government has
not prescribed the maintenance of cost records for any
iv. In our opinion and according to the information and other product of the Company.
explanations given to us, having regard to the explanations
that some of the items purchased are of special nature and ix. According to the information and explanations given to us
suitable alternative sources are not readily available for in respect of statutory dues:
obtaining comparable quotations, there is an adequate (a) The Company has generally been regular in depositing
internal control system commensurate with the size of the undisputed dues, including Provident Fund, Investor
Company and the nature of its business with regard to Education and Protection Fund, Employees’ State
purchases of inventory and fixed assets and the sale of Insurance, Income-tax, Sales Tax, Wealth Tax, Service
goods and services. During the course of our audit, we Tax, Value Added Tax, Customs Duty, Excise Duty, Cess
have not observed any major weakness in such internal and other material statutory dues applicable to it with
control system. the appropriate authorities.
v. In respect of contracts or arrangements entered in the (b) There were no undisputed amounts payable in respect
Register maintained in pursuance of Section 301 of the of Income-tax, Wealth Tax, Customs Duty, Excise Duty,
Companies Act, 1956, to the best of our knowledge and Cess and other material statutory dues in arrears as at
belief and according to the information and explanations 31st March, 2010 for a period of more than six months
given to us: from the date they became payable.

82
MAHINDRA & MAHINDRA LIMITED

(c) Details of dues of Income-tax, Sales Tax, Wealth Tax, Service been deposited as on 31st March, 2010 on account of
Tax, Customs Duty, Excise Duty and Cess which have not disputes are given below:

Statute Nature of Forum where Period to Amount


Dues Dispute is pending which the amount involved
relates (Rs. in crores)

Income-Tax Laws Income-Tax Appellate Authority – 2004-2007 8.12


Tribunal Level
Appellate Authority – 1999-2008 5.99
Commissioner (Appeals)
Sales Tax Laws Sales Tax High Court 1987-2008 181.87
Appellate Authority –
Tribunal Level 1987-2007 0.39
Appellate Authority –
Commissioner (Appeals) 1989-2010 24.71
Service Tax Laws Service Tax Appellate Authority – Tribunal Level 2007-2008 1.16
Appellate Authority – Commissioner 2002-2010 6.09
Excise Duty Laws Excise Duty Supreme Court 1991-1996 418.22
Appellate Authority – Tribunal Level 1987-2009 221.49
Appellate Authority – Commissioner 1994-2010 34.83
Customs Duty Laws Customs Duty Appellate Authority – Tribunal Level 1992-2001 6.31

x. The Company does not have accumulated losses as at 31st the Balance Sheet, we report that funds raised on short
March, 2010 and has not incurred cash losses during the term basis have not been used during the year for long
financial year ended on that date and in the immediately term investments.
preceding financial year.
xviii. The Company has not made any preferential allotment of
xi. In our opinion and according to the information and shares to parties and companies covered in the register
explanations given to us, the Company has not defaulted in maintained under Section 301 of the Companies Act, 1956,
the repayment of dues to banks, financial institutions and during the year.
debenture holders.
xix. According to the information and explanations given to us,
xii. In our opinion and according to the information and the Company has created security in respect of the
explanations given to us, the Company has not granted any debentures issued in earlier years.
loans and advances on the basis of security by way of pledge
of shares, debentures and other securities. xx. The Company has not raised any money by public issue
xiii. The provisions of any special statute as specified under the during the year.
clause (xiii) of the said Order are not applicable to the xxi. During the course of our examination of the books and
Company. records of the Company, carried out in accordance with the
xiv. In our opinion the Company is not dealing in or trading in generally accepted auditing practices in India, and according
shares, securities, debentures and other investments. to the information and explanations given to us, we have
Accordingly, the provisions of paragraph 4(xiv) of the Order neither come across any instance of significant fraud on or
are not applicable to the Company. by the Company, noticed or reported during the year nor
have we been informed of such case by the management.
xv. According to the information and explanations given to us,
the Company has not given any guarantees for loans taken
by others from banks or financial institutions, the terms
and conditions, whereof, in our opinion are prejudicial to For DELOITTE HASKINS & SELLS
the interest of the Company. Chartered Accountants
(Registration No.117364W)
xvi. In our opinion and according to the information and
explanations given to us, the term loans have been applied B. P. Shroff
for the purposes for which they were obtained. Partner
xvii. In our opinion and according to the information and (Membership No.34382)
explanations given to us and on an overall examination of MUMBAI, 29th May, 2010

83
Balance Sheet as at 31st March, 2010
Rupees crores

Schedule 2010 2009


I. SOURCES OF FUNDS :
SHAREHOLDERS’ FUNDS :
Capital……………………… ................................................ I 282.95 272.62
Employee Stock Options Outstanding ................................. 8.01 6.55
Reserves and Surplus ........................................................... II 7,535.81 4,982.91
7,826.77 5,262.08
LOAN FUNDS :
(a) Secured Loans .............................................................. III A 602.45 981.00
(b) Unsecured Loans .......................................................... III B 2,277.70 3,071.76
2,880.15 4,052.76
DEFERRED TAX LIABILITY (Net) [Note 22] ............................ 240.33 —
FOREIGN CURRENCY MONETARY ITEM TRANSLATION
DIFFERENCE ACCOUNT ........................................................ 3.46 —
Total .......... 10,950.71 9,314.84
II. APPLICATION OF FUNDS :
FIXED ASSETS :
Gross Block .......................................................................... 5,276.29 4,893.89
Less : Depreciation .............................................................. 2,537.77 2,326.29
Net Block ............................................................................. IV 2,738.52 2,567.60
CAPITAL WORK-IN-PROGRESS (INCLUDING CAPITAL
ADVANCES) ......................................................................... 964.20 646.73
3,702.72 3,214.33
INVESTMENTS ...................................................................... V 6,398.02 5,786.41
DEFERRED TAX ASSET (Net) [Note 22] ................................ — 18.27
FOREIGN CURRENCY MONETARY ITEM TRANSLATION
DIFFERENCE ACCOUNT ........................................................ — 18.11
CURRENT ASSETS, LOANS AND ADVANCES :
(a) Inventories .................................................................... VI A 1,188.78 1,060.67
(b) Sundry Debtors ............................................................ VI B 1,258.08 1,043.65
(c) Cash and Bank Balances ............................................... VI C 1,743.23 1,574.43
(d) Other Current Assets .................................................... VI D 50.87 1.56
(e) Loans and Advances ..................................................... VI E 1,801.43 1,382.62
6,042.39 5,062.93
CURRENT LIABILITIES AND PROVISIONS :
(a) Current Liabilities .......................................................... VII A 3,400.00 3,520.20
(b) Provisions ..................................................................... VII B 1,796.54 1,277.56
5,196.54 4,797.76
NET CURRENT ASSETS ......................................................... 845.85 265.17
MISCELLANEOUS EXPENDITURE (TO THE EXTENT NOT
WRITTEN OFF OR ADJUSTED) .............................................. VIII 4.12 12.55
Total .......... 10,950.71 9,314.84
NOTES ON ACCOUNTS ........................................................ XIV
In terms of our report attached

}
For Deloitte Haskins & Sells M. M. Murugappan Keshub Mahindra Chairman
Chartered Accountants N. Vaghul
R. K. Kulkarni Anand G. Mahindra Vice Chairman & Managing Director
A. S. Ganguly
B. P. Shroff A. P. Puri Directors Bharat Doshi
Executive Director
Partner N. B. Godrej
A. K. Dasgupta
Deepak S. Parekh Narayan Shankar Company Secretary
th
Mumbai, 29 May, 2010 Mumbai, 29th May, 2010

84
MAHINDRA & MAHINDRA LIMITED

Profit and Loss Account for the year ended 31st March, 2010
Rupees crores

Schedule 2010 2009


SALES - Traded and Manufactured Goods .............................................................. 19,832.06 14,268.41
Less : Excise Duty on Sales (Net) ............................................................................. 1,794.01 1,619.35
Net Sales ................................................................................................................. 18,038.05 12,649.06
Income from Operations ......................................................................................... IX A 564.06 444.62
Other Income .......................................................................................................... IX B 199.35 270.34
Net Income .............................................................................................................. 18,801.46 13,364.02
EXPENDITURE :
Raw Materials, Finished and Semi-finished Products ............................................... X 12,332.92 9,274.23
Excise Duty ............................................................................................................... 13.29 (32.30)
Personnel ................................................................................................................. XI 1,198.47 1,024.61
Interest, Commitment and Finance Charges (Net) ................................................... XII 27.81 45.26
Depreciation/Amortisation [Note 5(c)(i)] .................................................................. 370.78 291.51
Other Expenses ........................................................................................................ XIII 2,161.74 1,777.34
16,105.01 12,380.65
Less : Cost of Manufactured Products Capitalised .................................................. 59.55 42.83
16,045.46 12,337.82
Profit before exceptional items and taxation ........................................................... 2,756.00 1,026.20
Add : Exceptional Items [Note 21] .......................................................................... 90.75 10.27
Profit before taxation .............................................................................................. 2,846.75 1,036.47
Less : Provision for Tax - Current Tax (including Fringe Benefit Tax) .................... 749.33 58.51
- Deferred Tax (Net) ......................................................... 9.67 141.18
Profit for the year .................................................................................................... 2,087.75 836.78
Add :
Profit of Mahindra Holdings and Finance Limited for the period
1st February, 2008 to 31st March, 2008 ................................................................ — 30.73
Balance of Profit for the year .................................................................................. 2,087.75 867.51
Balance of Profit for earlier years ............................................................................ 3,365.32 2,775.48
Amount Transferred on Amalgamation of Mahindra Holdings and Finance
Limited [Note 23(a)] ................................................................................................ — 159.94
Less : Transfer to Debenture Redemption Reserve (Net) .......................................... (30.95) (29.62)
3,334.37 2,905.80
Total of Profit and Loss Account balances shown above ........................................ 5,422.12 3,773.31
Less :
General Reserve ....................................................................................................... 210.00 100.00
Credit of Income-tax on Proposed Dividend of Previous Year ................................. — (4.07)
Proposed Dividend ................................................................................................... 549.52 278.83
Income-tax on Proposed Dividend ........................................................................... 74.23 33.23
Balance for 2009-2010 and earlier years carried to Balance Sheet ......................... 4,588.37 3,365.32
EARNINGS PER SHARE [Note 24] :
(Face value Rs. 5/- per share) (Rupees)
Basic ........................................................................................................................ 37.97 15.92
Diluted ..................................................................................................................... 35.61 15.01
NOTES ON ACCOUNTS ............................................................................................ XIV
In terms of our report attached

}
For Deloitte Haskins & Sells M. M. Murugappan Keshub Mahindra Chairman
Chartered Accountants N. Vaghul
R. K. Kulkarni Anand G. Mahindra Vice Chairman & Managing Director
A. S. Ganguly
B. P. Shroff A. P. Puri Directors Bharat Doshi
Executive Director
Partner N. B. Godrej
A. K. Dasgupta
Deepak S. Parekh Narayan Shankar Company Secretary
th
Mumbai, 29 May, 2010 Mumbai, 29th May, 2010

85
Cash Flow Statement for the year ended 31st March, 2010
Rupees crores

2010 2009
A. CASH FLOW FROM OPERATING ACTIVITIES :
Profit before exceptional items and taxation .......................................... 2,756.00 1,026.20
Adjustments for :
Net Profit earned by Mahindra Holdings and
Finance Limited from 1st February, 2008 to 31st March, 2008 ..... — 30.73
Taxes and other adjustments on above ........................................... — 11.01
— 41.74
Adjustments for : Depreciation/Amortisation .................................. 370.78 291.52
(Profit)/Loss on Exchange (Net) ....................................................... 14.25 6.30
Investment and Interest Income ...................................................... (261.80) (266.90)
Interest, Commitment and Finance charges .................................... 156.85 134.12
Amortisation of Expenses ................................................................ 6.07 11.32
Profit on sale of investments (Net) .................................................. (10.40) (92.36)
Loss on fixed assets sold/scrapped/written off (Net) ....................... 20.83 1.19
Excess of cost over fair value of current investments (Net) ............. (0.26) (1.57)
296.32 83.62
Operating Profit before Working Capital changes .................................. 3,052.32 1,151.56
Changes in :
Trade and other receivables ............................................................. (458.69) (99.37)
Inventories ....................................................................................... (133.84) 176.01
Trade and other payables ................................................................ 588.08 515.13
(4.45) 591.77
Miscellaneous Expenditure (to the extent not written off or adjusted)
incurred during the year ........................................................................ — (11.73)
Cash generated from operations ............................................................ 3,047.87 1,731.60
Income Taxes paid (Net of refunds) ........................................................ (711.38) (100.30)
NET CASH FROM OPERATING ACTIVITIES ............................................... 2,336.49 1,631.30

B. CASH FLOW FROM INVESTING ACTIVITIES :


Purchase of fixed assets ......................................................................... (967.06) (929.74)
Sale of fixed assets ................................................................................. 6.36 14.58
Purchase of investments ......................................................................... (19,022.10) (17,118.59)
Sale of investments ................................................................................ 18,490.89 16,195.73
Interest received ..................................................................................... 100.74 79.87
Dividends received .................................................................................. 87.26 137.13
Inter corporate deposits (Net) ................................................................ (133.67) (319.98)
Exceptional Items :
Sales Proceeds (Net) on sale of Long Term Investments ......................... 92.14 —
NET CASH USED IN INVESTING ACTIVITIES ............................................ (1,345.44) (1,941.00)

86
MAHINDRA & MAHINDRA LIMITED

Cash Flow Statement (Contd.)


Rupees crores

2010 2009
C. CASH FLOW FROM FINANCING ACTIVITIES :

Proceeds from Issue of Share Capital (including Share Premium) .......... 72.40 —

Proceeds from borrowings ..................................................................... 436.32 2,117.39

Repayments of borrowings (including premium on prepayments) ......... (743.98) (1,005.05)

Dividends paid [including income tax on dividend Rs. 33.23 crores


(2009 : Rs. 38.48 crores)] ...................................................................... (311.36) (320.26)

Interest, Commitment and Finance charges paid ................................... (229.48) (95.17)

Stamp Duty paid on shares issued on merger ....................................... (7.77) —

NET CASH (USED IN)/FROM FINANCING ACTIVITIES .............................. (783.87) 696.91

NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS ............ 207.18 387.21

CASH AND CASH EQUIVALENTS [Note 1] :

Opening Balance .................................................................................... 1,561.83 923.88

Cash and Bank Balance acquired pursuant to the Schemes of


Amalgamation ........................................................................................ — 253.76

Cash and Bank Balance Transferred on transfer of Business .................. (18.20) (3.02)

Closing Balance ...................................................................................... 1,750.81 1,561.83

See Notes attached.

In terms of our report attached

}
For Deloitte Haskins & Sells M. M. Murugappan Keshub Mahindra Chairman
Chartered Accountants N. Vaghul
R. K. Kulkarni Anand G. Mahindra Vice Chairman & Managing Director
A. S. Ganguly
B. P. Shroff A. P. Puri Directors Bharat Doshi
Executive Director
Partner N. B. Godrej
A. K. Dasgupta
Deepak S. Parekh Narayan Shankar Company Secretary
Mumbai, 29th May, 2010 Mumbai, 29th May, 2010

87
Notes to the Cash Flow Statement for the year ended 31st March, 2010
Rupees crores

2010 2009

1 Cash and Bank Balances ......................................................................... 1,743.23 1,574.43

Unrealised (Gain)/Loss on foreign currency cash and cash equivalents .. 7.58 (12.60)

Total cash and cash equivalents ............................................................. 1,750.81 1,561.83

2 During the year the Company formed Mahindra EcoNova Private Limited
as a wholly owned subsidiary with an initial subscription of Rs. 0.01
crores.

3 During the year the Company received on disposal of its subsidiaries


Mahindra Logisoft Business Solutions Limited and Mahindra Steel Service
Centre Limited Rs. 5.71 crores and Rs. 14.27 crores respectively.
4 The Company transferred the Land Defence Systems business of
Mahindra Defence Systems, a division of Mahindra & Mahindra Limited,
to a wholly owned subsidiary in the current year with effect from
1st July, 2009. The value of the assets and liabilities of the business
transferred are at the values indicated below :
Fixed Assets (including Capital Work-in-Progress) .................................. 26.42 —
Current Assets ........................................................................................ 33.43 —
Current Liabilities and Provisions ............................................................ 32.47 —
This transfer of the Land Defence Systems business of Mahindra Defence
Systems division is a non-cash transaction.
5 Previous year’s figures have been regrouped/restated wherever necessary.

88
MAHINDRA & MAHINDRA LIMITED

SCHEDULE I
Rupees crores

2010 2009
Share Capital [Note 2] :
Authorised :
1,20,00,00,000 Ordinary (Equity) Shares of Rs. 5 each
(2009 : 60,00,00,000 Ordinary (Equity) Shares of Rs. 10 each)…………… 600.00 600.00
25,00,000 Unclassified Shares of Rs. 100 each ............................................................ 25.00 25.00
Total ............................................................................................................ 625.00 625.00
Issued and Subscribed :
57,84,34,478 Ordinary (Equity) Shares of Rs. 5 each fully paid up (2009 : 27,88,21,265
Ordinary (Equity) Shares of Rs. 10 each fully paid up) ............................... 289.21 278.82
289.21 278.82
Less :
1,25,26,592 Ordinary (Equity) Shares of Rs. 5 each fully paid up
(2009 : 62,05,306 Ordinary (Equity) Shares of Rs. 10 each fully paid up)
issued to ESOP Trust but not allotted to employees ................................... 6.26 6.20
Adjusted : Issued and Subscribed Share Capital ................................................................... 282.95 272.62
#REF!
SCHEDULE II
Rupees crores
2009 Additions Deductions 2010
Reserves and Surplus
1 Capital Reserve 11.50 — — 11.50
11.50 — — 11.50
2 Securities Premium Account [Note 3(a)(i)] ...................... 493.79 784.79 6.59 1,271.99
527.13 10.86 44.20 493.79
Less : Premium on shares issued to ESOP Trust
but not allotted to employees [Note 3(b)] ..................... 15.20 71.40 2.31 84.29
16.34 — 1.14 15.20
478.59 713.39 4.28 1,187.70
510.79 10.86 43.06 478.59
3 Revaluation Reserve [Note 3(a)(ii)] .................................. 12.09 — 0.42 11.67
12.47 — 0.38 12.09
4 General ReserveI ............................................................. 826.74 210.00 6.12 1,030.62
748.92 117.79 39.97• 826.74
Add : Bonus shares issued to ESOP Trust
but not allotted to employees [Note 3(b)] ..................... 3.10 — 0.47 2.63
3.33 — 0.23 3.10
829.84 210.00 6.59 1,033.25
752.25 117.79 40.20 829.84
5 Debenture Redemption Reserve ...................................... 47.62 30.95 — 78.57
18.00 29.62 — 47.62
6 Investment Fluctuation Reserve [Note 23, 25 & 26] ...... 672.14 23.52 70.00 625.66
39.43 806.61 173.90 672.14
7 Hedging Reserve Account [Note 3(c)] ............................ (434.19) 433.28 — (0.91)
(12.92) — 421.27 (434.19)
1,617.59 1,411.14 81.29 2,947.44
1,331.52 964.88 678.81 1,617.59
8 Balance for 2009-2010 and earlier years as per
Profit and Loss Account ................................................. 4,588.37
3,365.32
Total ............................. 7,535.81
4,982.91
 Transfer from Profit and Loss Account Rs. 210.00 crores (2009 : Rs. 100.00 crores).
 Amount utilised for expenses incurred on amalgamation of previous year Rs. 5.18 crores (Net of Tax of Rs. 2.59 crores) and
impact of tax rate change on net debits to General Reserve Rs. 0.94 crores.
 Transfer from Profit and Loss Account Rs. 30.95 crores (2009 : Rs. 29.62 crores).
 Provisions no longer required written back.
 Amount transferred during the year on amalgamation Rs. 17.79 crores.
• Adjustment on adoption of Companies (Accounting Standards) Amendment Rules, 2009 on Accounting Standard 11 (Net of Tax
of Rs. 20.58 crores).

89
SCHEDULE III
Rupees crores

2010 2009
Loan Funds [Note 4] :
(A) Secured :
(1) Debentures/Bonds ........................................................................... 600.01 600.01
(2) Foreign Currency Loans from Banks ................................................ — 124.29
(3) Loans and Advances on cash credit account from Banks ............... 2.44 3.00
(4) Short-term Foreign Currency Loans from Banks .............................. — 253.70
602.45 981.00

(B) Unsecured :
(1) Fixed Deposits ................................................................................. 166.22 30.85
(2) Short-term Loans from Banks ......................................................... — 80.00
(3) Other Loans :
(a) From Financial Institutions ....................................................... 730.35 634.68
(b) Foreign Currency Loan from Banks .......................................... 501.35 625.65
(c) Zero Coupon Convertible Bonds .............................................. 850.85 961.52
(d) 9.25% Fully and Compulsorily Convertible Debentures ............ — 700.00
(e) From Others ............................................................................. 28.93 39.06
2,111.48 2,960.91
2,277.70 3,071.76
Total ............... 2,880.15 4,052.76

SCHEDULE IV
Fixed Assets [Note 5] : Rupees crores
Description of Assets Cost/ Additions Deduc- Cost/Pro- Deprecia- Deprecia- Deductions Deprecia- Net Net
Professional and tions fessional tion/Amor- tion/ and tion/ Balance Balance
valuation adjust- and valuation tisation Amor- adjust- Amortisa- as at as at
as at 31st ments adjust- as at 31st to 31st tisation ments tion 31st 31st
March, during ments March, March, for 2009- of Depre- to 31st March, March,
2009 the year during 2010 2009 2010 ciation/ March, 2010 2009
the year Amorti- 2010
sation

Land - Freehold ......................... 56.18 0.31 7.48 49.01 — — — — 49.01 56.18

Land - Leasehold ....................... 61.28 1.97 — 63.25 2.98 0.67 — 3.65 59.60 58.30

Buildings .................................... 638.61 45.52 12.94 671.19 153.86 19.59 4.37 169.08 502.11 484.75

Plant and Machinery ................. 3,596.60 329.60 155.22 3,770.98 1,985.69 276.69 134.70 2,127.68 1,643.30 1,610.91

Furniture and Fittings ................ 122.31 7.99 10.68 119.62 52.23 7.03 7.78 51.48 68.14 70.08

Vehicles, Cycles, etc ................... 131.61 22.42 20.62 133.41 54.85 17.99 12.87 59.97 73.44 76.76

Technical Knowhow ................... — 2.58 — 2.58 — 0.52 — 0.52 2.06 —

Development Expenditure ......... 240.23 169.88 — 410.11 41.14 36.97 — 78.11 332.00 199.09

Software Expenditure ................ 47.07 9.07 — 56.14 35.54 11.74 — 47.28 8.86 11.53

Total ............ 4,893.89 589.34 206.94 5,276.29 2,326.29 371.20 159.72 2,537.77 2,738.52 2,567.60
3,656.13 1,291.43 53.67 4,893.89 1,841.68 514.00 29.39 2,326.29 2,567.60

90
MAHINDRA & MAHINDRA LIMITED

SCHEDULE V
Investments (At Cost, unless otherwise specified) : Rupees crores
2010 2009
Face Value
Number Per Unit Note Long Term Current Long Term Current
Rupees
Shares (Non-trade and fully paid-up unless otherwise specified) :
Unquoted :
(a) In Subsidiary Companies :
(i) Equity Shares :
53,98,462 10 Mahindra Engineering and Chemical Products Limited ............. 5.82 — 5.82 —
2,71,00,006 10 Mahindra Intertrade Limited [including 1,50,00,000 shares
partly paid-up Rs. 3 per share] .................................................. 16.60 — 16.60 —
— 10 Mahindra Steel Service Centre Limited ...................................... (c)(1) — — 6.38 —
14,00,00,000 US$ 0.10 Mahindra USA Inc. .................................................................... (b)(c)(2) 66.37 — 44.30 —
16,83,218 10 Mahindra Gujarat Tractor Limited ............................................. 3.55 — 3.55 —
2,46,81,437 10 Mahindra Shubhlabh Services Limited ....................................... (b) 25.72 — 25.72 —
3,47,77,255 10 Mahindra First Choice Wheels Limited ...................................... 47.44 — 47.44 —
— 10 Mahindra Logisoft Business Solutions Limited .......................... (c)(3) — — 5.78 —
42,22,250 US$ 0.001 Bristlecone Limited ..................................................................... 19.26 — 19.26 —
5,20,00,000 ZAR 1 Mahindra & Mahindra South Africa (Proprietary) Limited ......... (b)(c)(4) 28.54 — 17.24 —
81,26,218 10 Mahindra Engineering Services Limited…………………………. (b) 59.96 — 59.96 —
5,87,95,000 US$ 1 Mahindra Overseas Investment Company (Mauritius) Limited .. (b)(c)(5) 270.10 — 204.28 —
40,30,806 10 Mahindra Gears & Transmissions Private Limited (formerly
known as Mahindra SAR Transmission Private Limited) ............ (c)(6) 21.75 — 40.77 —
10,16,24,232 10 Mahindra Renault Private Limited ............................................. (b) 154.38 — 154.38 —
20,70,32,300 10 Mahindra Navistar Automotives Limited ................................... (b)(c)(7) 209.00 — 165.31 —
58,50,00,000 10 Mahindra Vehicle Manufactures Limited ................................... (b)(c)(8) 585.00 — 485.00 —
2,14,40,052 10 Mahindra Castings Limited (formerly known as Mahindra
Castings Private Limited) ............................................................ (c)(9) 130.25 — 105.25 —
4,90,49,900 10 Mahindra Logistics Limited ........................................................ 49.05 — 49.05 —
8,41,50,000 10 Mahindra Navistar Engines Private Limited ............................... (c)(10) 84.15 — 21.17 —
1,05,50,000 10 Mahindra Aerospace Private Limited ......................................... (c)(11) 10.55 — 0.05 —
1,63,50,000 10 Mahindra First Choice Services Limited ..................................... (c)(12) 16.35 — 11.05 —
2,07,00,001 EURO 1 Mahindra Gears International Limited ....................................... 137.83 — 137.83 —
2,25,49,999 10 Mahindra Holdings Limited ....................................................... 22.55 — 22.55 —
5,10,000 10 Mahindra Consulting Engineers Limited .................................... 0.64 — 0.64 —
— 10 Mahindra Holidays & Resorts India Limited
(transferred to Quoted Subsidiary) ............................................ (c)(13) — — 30.25 —
50,490 10 NBS International Limited .......................................................... 5.07 — 5.07 —
11,80,00,000 10 Mahindra Two Wheelers Limited ............................................... 118.00 — 118.00 —
7,00,000 AU$ 1 Mahindra Automotive Australia Pty. Ltd. .................................. 2.27 — 2.27 —
3,42,62,000 10 Defence Land Systems India Private Limited (formerly known
as Mahindra Defence Land Systems Private Limited) ................ (c)(14)&(15) 34.26 — — —
10,000 10 Mahindra EcoNova Private Limited ............................................ (c)(16) 0.01 — — —
70,00,000 US$ 0.001 (ii) Series’A’ Preference Shares : Bristlecone Limited ....................... 31.72 — 31.72 —
69,20,000 US$ 0.001 (iii) Series’B’ Preference Shares : Bristlecone Limited ....................... 15.12 — 15.12 —
(iv) 10.50% Non Cumulative Redeemable Preference Shares :
10,00,000 100.00 Mahindra Lifespace Developers Limited .................................... 10.00 — 10.00 —
23,00,000 EURO 1 (v) Preference Shares : Mahindra Gears International Limited ....... 15.31 — 15.31 —
(vi) Share Warrants Convertible into Equity Shares :
42,99,270 10 Mahindra Forgings Limited ........................................................ (c)(17) 14.72 — — —
2,211.34 — 1,877.12 —
(b) In Other Companies :
(i) Equity Shares :
312 100 Montreal Engineering International Limited .............................. * — * —
8,55,646 10 Machinery Manufacturers Corporation Limited ......................... (b) 0.94 — 0.94 —
1,00,000 10 Judricks (India) Private Limited .................................................. 0.10 — 0.10 —
35,000 10 Mahindra & Mahindra Contech Limited .................................... 0.04 — 0.04 —
75,000 10 NTTF Industries Limited ............................................................. 0.15 — 0.15 —
7,49,997 10 Officemartindia.com Limited ..................................................... 0.22 — 0.22 —
50,000 10 Indian NGOs.com Private Limited .............................................. 0.06 — 0.06 —
20,000 10 Sixth Sense Studios Private Limited ........................................... 0.02 — 0.02 —
2,85,000 10 Utility Engineers (India) Limited ................................................. 0.29 — 0.29 —
9,00,000 10 Mahindra Construction Company Limited ................................. 0.97 — 0.97 —
5,00,000 10 Business Standard Limited ......................................................... 0.09 — 0.09 —
13,10,000 10 Mahindra Sona Limited ............................................................. 1.64 — 1.64 —
75,00,000 10 New Tirupur Area Development Corporation Limited ............... 7.50 — 7.50 —
2,81,24,794 10 Owens Corning India Limited .................................................... 28.12 — 28.12 —
19,750 5 PSL Erickson Limited .................................................................. 0.01 — 0.01 —
4,98,000 10 Triton Overwater Transport Agency Limited .............................. 0.58 — 0.58 —
Others ........................................................................................ (a) * — * —

*denotes amounts less than Rs. 50,000

91
SCHEDULE V (Contd.)
Investments (At Cost, unless otherwise specified) : Rupees crores
2010 2009
Face Value
Number Per Unit Note Long Term Current Long Term Current
Rupees
(ii) 4% Tax–free Cumulative Preference Shares :
2,296 100 Machinery Manufactures Corporation Limited .......................... (b) 0.02 — 0.02 —
(iii) 11% Redeemable Preference Shares :
1,78,000 100 Sixth Sense Studios Private Limited ........................................... 1.78 — 1.78 —
(iv) 10% Non–Cumulative Redeemable Participating Preference Shares :
5,40,000 100 Mahindra Construction Company Limited ................................. 5.40 — 5.40 —
(v) 8% Non–Cumulative Redeemable Preferred Stock :
23,00,423 Prana Holdings Inc. USA ........................................................... 13.83 — 13.83 —
61.76 — 61.76 —

Quoted :
(a) In Subsidiary Companies :
(i) Equity Shares :
2,08,46,126 10 Mahindra Lifespace Developers Limited .................................... 276.95 — 276.95 —
5,82,41,532 10 Mahindra & Mahindra Financial Services Limited ...................... 150.91 — 150.91 —
— 10 Tech Mahindra Limited (transferred to Quoted Non Subsidiary) — — 191.81 —
4,45,26,339 10 Mahindra Forgings Limited ........................................................ (b)(c)(17) 795.25 — 754.14 —
1,64,66,789 10 Mahindra Ugine Steel Company Limited ................................... 49.26 — 49.26 —
6,99,85,642 10 Mahindra Holidays & Resorts India Limited (transferred from
Unquoted Subsidiary) ................................................................ (b) 28.86 — — —

1,301.23 — 1,423.07 —
(b) In Other Companies :
(i) Equity Shares :
41,26,417 10 Swaraj Engines Limited .............................................................. 1.63 — 1.63 —
10,59,543 10 Swaraj Automotives Limited ...................................................... 12.45 — 12.45 —
13,41,203 10 Mahindra Composites Limited ................................................... 2.90 — 2.90 —
25 100 Jardine Henderson Limited ........................................................ * — * —
2,85,440 10 IDBI Bank Limited ...................................................................... 2.28 — 2.28 —
900 10 Power Trading Corporation of India Limited ............................. — * — *
5,37,76,252 10 Tech Mahindra Limited (transferred from Quoted Subsidiary) .. 191.81 — — —

211.07 * 19.26 *
Shares : (Trade & fully paid-up unless otherwise specified) :
Unquoted Others :
(i) Equity Shares :
19,45,867 10 Wardha Power Company Limited [19,45,867 Class ‘A’ shares partly
paid-up Re.1 per share] ...................................................................... (c)(18) 0.19 — — —
(ii) 0.01% Class ‘A‘ Redeemable Preference Shares :
24,54,133 10 Wardha Power Company Limited ....................................................... (c)(18) 2.45 — — —

2.64 — — —

Debentures/Bonds : (Non-trade & fully paid-up) :


Unquoted :
(a) In Subsidiary Companies :
25,00,000 100 2.00% Mahindra Holdings Limited ..................................................... 25.00 — 25.00 —
(b) In Other Companies :
13 100 0.50% The East India Clinic Limited ................................................... * — * —

25.00 — 25.00 —

* denotes amounts less than Rs. 50,000

92
MAHINDRA & MAHINDRA LIMITED

SCHEDULE V (Contd.)
Investments (At Cost, unless otherwise specified) : Rupees crores
2010 2009
Face Value
Number Per Unit Note Long Term Current Long Term Current
Rupees

Quoted :
(a) In Subsidiary Companies :
— 10,00,000 7.50% Mahindra & Mahindra Financial Services Limited ................... (d)(1) — — — 20.22
250 10,00,000 8.50% Mahindra & Mahindra Financial Services Limited ................... (d)(2) — 25.00 — —
(b) In Other Companies :
18 10,00,000 7.00% Power Finance Corporation Limited (2011) Series XXII ........... — 1.80 — 1.80
— 10,00,000 7.99% Infrastructure Development Finance Company Limited ........... (d)(3) — — — 15.00
2,085 1,00,000 6.85% India Infrastructure Finance Company Limited ........................ (d)(4) — 20.95 — —
50 10,00,000 7.75% Rural Electrification Corporation Limited ................................. (d)(5) — 5.00 — —
500 1,00,000 6.70% Indian Railway Finance Corporation Limited ........................... (d)(6) — 5.00 — —
1,000 1,00,000 6.00% Indian Railway Finance Corporation Limited ........................... (d)(7) — 10.00 — —
1,000 1,00,000 6.30% Indian Railway Finance Corporation Limited ........................... (d)(8) — 10.00 — —

— 77.75 — 37.02
25.00 77.75 25.00 37.02
Less : Excess of cost over fair value of current investments of Debentures/
Bonds ................................................................................................. — — — (0.35)
25.00 77.75 25.00 36.67
Other Investments :
Trust Securities :
Unquoted :
— Sunrise Initiatives Trust ................................................................................. 88.37 — 51.33 —
— M & M Benefit Trust .................................................................................... 1,459.77 — 1,459.77 —
— Mahindra World Motor Driving School Trust ............................................... 0.01 — 0.01 —
— M & M Fractional Entitlement Trust ............................................................. 0.01 — 0.01 —
1,548.16 — 1,511.12 —
Government Securities :
Unquoted :
— 26,000^ 6 Years National Savings Certificates ........................................................... (e)(1) * — * —
1,548.16 — 1,511.12 —
Quoted :
— 1,92,70,000^ Government of India Securities .................................................................... (e)(2) — 1.91 — 1.91
— 1.91 — 1.91
1,548.16 1.91 1,511.12 1.91
Less : Excess of cost over fair value of current investments of Government
Securities ........................................................................................... — * — —
1,548.16 1.91 1,511.12 1.91
^ Total Face Value
Units :
Unquoted :
1,56,55,599 10 Birla Sun Life Mutual Fund - Saving Fund Institutional Daily Dividend ....... (f)(2) — 15.67 — 34.84
— 10 Birla Sun Life Mutual Fund - FTP Institutional Series AV Dividend .............. (f)(3) — — — 5.00
— 10 Birla Sun Life Mutual Fund - FTP Institutional Series AK Dividend .............. (f)(4) — — — 10.00
50,17,665 10 Birla Sun Life Mutual Fund - Dynamic Bond Fund Retail Plan Monthly
Dividend ....................................................................................................... (f)(5) — 5.24 — —
1,00,00,271 10 Birla Sun Life Mutual Fund - BSL Floating Rate Fund Long Term
Institutional Weekly Dividend ....................................................................... (f)(6) — 10.02 — —
46,93,285 10 Canara Robeco Mutual Fund - Liquid Super Institutional Daily Dividend
Reinvestment Fund ....................................................................................... (f)(7) — 4.71 — —

* denotes amounts less than Rs. 50,000

93
SCHEDULE V (Contd.)
Investments (At Cost, unless otherwise specified) : Rupees crores
2010 2009
Face Value
Number Per Unit Note Long Term Current Long Term Current
Rupees

1,64,32,073 10 Canara Robeco Mutual Fund - Treasury Advantage Super Institutional


Daily Dividend Reinvestment ........................................................................ (f)(8) — 20.39 — —
— 10 L & T Mutual Fund - Freedom Income STP Institutional Daily Dividend
Reinvestment Plan (formerly known as DBS Chola Mutual Fund) ............... (f)(10) — — — 24.14
7,03,46,691 10 Deutsche Mutual Fund - Ultra Short Term Fund Institutional Daily
Dividend ....................................................................................................... (f)(12) — 70.47 — 50.30
49,94,768 10 Deutsche Mutual Fund - Short Maturity Fund Institutional Weekly
Dividend Plan ............................................................................................... (f)(13) — 5.22 — —
2,52,409 1,000 DSP Black Rock Mutual Fund - Floating Rate Fund Institutional Plan Daily
Dividend ....................................................................................................... (f)(15) — 25.26 — —
— 10 Fortis Mutual Fund - Money Plus Institutional Plan Daily Dividend ............. (f)(17) — — — 50.31
— 10 Fidelity Mutual Fund - Ultra Short Term Debt Fund Institutional Daily
Dividend .................................................................................................. (f)(19) — — — 5.08
1,71,51,007 10 Fidelity Mutual Fund - Ultra Short Term Debt Fund Super Institutional
Daily Dividend .............................................................................................. (f)(20) — 17.16 — 20.08
— 1,000 Franklin Templeton Mutual Fund - India Treasury Management Account
Super Institutional Plan Daily Dividend ........................................................ (f)(21) — — — 10.00
— 10 Franklin Templeton Mutual Fund - India Ultra Short Bond Fund Super
Institutional Plan Daily Dividend .................................................................. (f)(22) — — — 30.57
— 10 Franklin Templeton Mutual Fund - Fixed Horizon Fund Series VII Plan A
Institutional Growth ..................................................................................... (f)(24) — — — 14.07
2,35,04,193 10 HDFC Mutual Fund - Cash Management Fund Savings Plan Daily Dividend
Reinvestment Option .................................................................................... (f)(26) — 25.00 — 34.37
98,27,205 10 HDFC Mutual Fund - Cash Management Fund Treasury Advantage Plan
Wholesale Daily Dividend Reinvestment ....................................................... (f)(27) — 9.86 — 16.14
1,71,51,909 10 HDFC Mutual Fund - Floating Rate Income Fund Short Term Plan
Wholesale Option Dividend Reinvestment ................................................... (f)(28) — 17.29 — —
48,91,694 10 HDFC Mutual Fund - High Interest Fund Short Term Plan Dividend Option (f)(29) — 5.18 — —
— 10 HSBC Mutual Fund - Floating Rate LT Institutional Option Weekly Dividend (f)(32) — — — 36.86
— 10 HSBC Mutual Fund - Fixed Term Series 54 Institutional Dividend Tenure
370 Days ...................................................................................................... (f)(33) — — — 15.92
— 10 IDFC Mutual Fund - Cash Fund Super Institutional Plan C Dividend ........... (f)(34) — — — 50.00
4,02,17,825 10 IDFC Mutual Fund - Money Manager Fund TP Super Institutional Plan C
Daily Dividend .............................................................................................. (f)(35) — 40.22 — —
50,72,403 10 IDFC Mutual Fund - SSIF Short Term Plan B Fortnightly Dividend ............... (f)(36) — 5.10 — —
1,02,10,779 10 IDFC Mutual Fund - Money Manager Fund Investment Plan B Daily
Dividend .................................................................................................. (f)(37) — 10.23 — —
— 10 JM Financial Mutual Fund - Money Manager Fund Super Plus Plan Daily
Dividend ....................................................................................................... (f)(38) — — — 25.06
59,51,879 10 JM Financial Mutual Fund - High Liquidity Fund Super Institutional
Plan Daily Dividend ...................................................................................... (f)(39) — 5.96 — —
20,00,000 10 J P Morgan Mutual Fund - India Short Term Income Fund Weekly
Dividend Reinvestment ................................................................................. (f)(41) — 2.00 — —
— 10 Kotak Mahindra Mutual Fund - Liquid Institutional Premium Daily Dividend (f)(43) — — — 14.55
4,10,11,250 10 Kotak Mahindra Mutual Fund - Floater Long Term Daily Dividend ............. (f)(44) — 41.34 — 30.39
— 10 Kotak Mahindra Mutual Fund - FMP 14M Series 3 Institutional Dividend .. (f)(45) — — — 10.74
— 10 Kotak Mahindra Mutual Fund - FMP 15M Series 5 Institutional Dividend .. (f)(46) — — — 5.29
50,00,000 10 Kotak Mahindra Mutual Fund - Quarterly Interval Plan Series 2 Dividend .. (f)(47) — 5.00 — —
— 10 LIC Mutual Fund - Income Plus Fund Daily Dividend Plan ........................... (f)(48) — — — 50.27
— 10 LIC Mutual Fund - Fixed Maturity Plan - Series 43 (13 Months) ................. (f)(49) — — — 10.00
7,43,91,791 10 LIC Mutual Fund - Savings Plus Fund Daily Dividend Plan .......................... (f)(51) — 74.39 — —
1,82,48,723 10 Principal Mutual Fund - Cash Management Fund Liquid Option
Institutional Premium Plan Dividend Reinvestment Daily ............................. (f)(52) — 18.25 — 50.00
1,12,48,555 10 Principal Mutual Fund - Floating Rate Fund FMP Institutional Option
Dividend Reinvestment Daily ........................................................................ (f)(53) — 11.26 — —
25,09,445 10 Prudential ICICI Mutual Fund - Institutional Liquid Plan Super Institutional
Daily Dividend .............................................................................................. (f)(54) — 25.10 — 20.00
— 10 Prudential ICICI Mutual Fund - Flexible Income Plan Premium Daily Dividend (f)(55) — — — 30.46

94
MAHINDRA & MAHINDRA LIMITED

SCHEDULE V (Contd.)
Investments (At Cost, unless otherwise specified) : Rupees crores
2010 2009
Face Value
Number Per Unit Note Long Term Current Long Term Current
Rupees

17,34,030 100 Prudential ICICI Mutual Fund - Flexible Income Plan Premium Daily
Dividend .................................................................................................. (f)(56) — 18.33 — —
42,73,736 10 Prudential ICICI Mutual Fund - Institutional Short Term Plan Dividend
Reinvestment Fortnightly .............................................................................. (f)(57) — 5.18 — —
2,01,73,102 10 Prudential ICICI Mutual Fund - Ultra Short Term Plan Super Premium
Daily Dividend Reinvestment ........................................................................ (f)(58) — 20.22 — —
— 10 Religare Mutual Fund - Liquid Fund Super Institutional Daily Dividend ...... (f)(59) — — — 5.50
2,59,57,208 10 Religare Mutual Fund - Ultra Short Term Fund Institutional Daily Dividend (f)(60) — 26.00 — 19.62
5,97,00,423 10 SBI Mutual Fund - Magnum Insta Cash Fund Daily Dividend Option ......... (f)(61) — 100.00 — 25.02
2,30,86,148 10 SBI Mutual Fund - Ultra Short Term Fund Institutional Plan Daily Dividend (f)(62) — 23.10 — —
— 10 Sundaram Mutual Fund - Money Fund Super Institutional Daily Dividend . (f)(64) — — — 25.09
6,41,95,532 10 Tata Mutual Fund - Floater Fund Daily Dividend ......................................... (f)(65) — 64.43 — 20.23
— 1,000 Tata Mutual Fund - Liquid Super High Investment Fund Daily Dividend ..... (f)(66) — — — 30.00
1,13,292 1,000 UTI Mutual Fund - Treasury Advantage Fund Institutional Plan Daily
Dividend Option Reinvestment ..................................................................... (f)(67) — 11.33 — 50.60
3,18,422 1,000 UTI Mutual Fund - Money Market Fund Daily Dividend Option
Reinvestment ................................................................................................ (f)(68) — 31.95 — —
2,74,181 1,000 UTI Mutual Fund - Floating Rate Fund Short Term Plan Institutional
Daily Dividend Plan ...................................................................................... (f)(69) — 27.44 — —
50,00,000 10 UTI Mutual Fund - Fixed Income Interval Fund Quarterly Interval Plan
Series I Institutional Dividend Plan Reinvestment ........................................ (f)(70) — 5.00 — —
1,00,00,000 10 UTI Mutual Fund - Fixed Income Interval Fund Monthly Interval Plan II
Institutional Dividend Plan ........................................................................... (f)(71) — 10.00 — —
— 813.30 — 830.50
Less : Excess of cost over fair value of current investments of Mutual
Fund Units — (0.09) — —
— 813.21 — 830.50
Certificate of Deposits :
Unquoted :
25,00,00,000 ^ State Bank of Travancore ........................................................................ (g)(1) — 24.82 — —
25,00,00,000 ^ Central Bank of India .............................................................................. (g)(2) — 24.81 — —
25,00,00,000 ^ State Bank of Hyderabad ........................................................................ (g)(3) — 24.82 — —
70,00,00,000 ^ State Bank of Mysore .............................................................................. (g)(4) — 69.50 — —
— 143.95 — —
^ Total Face Value
5,361.20 1,036.82 4,917.33 869.08
Total ........... 6,398.02 5,786.41
Cost (net of amounts written off) of Unquoted Investments .................... 4,806.15 4,305.50
Cost of Quoted Investments ...................................................................... 1,591.96 1,481.26
6,398.11 5,786.76
Less : Excess of cost over fair value of Current Investments (Net) ............ (0.09) (0.35)
6,398.02 5,786.41

Market Value of Quoted Investments ........................................................ 12,216.75 3,218.81


Notes:
Face Value
Per Unit Long Term Long Term
Number Rupees Rupees Rupees
(a) Shares (unquoted) in other companies :
21 100 # The United Spices Importers Limited (Equity “B” Shares) ................... 1 1
74 16,667 # Engineering & Metal Works, Tehran ................................................... 1 1
(Rials)
Total ........... 2 2

# Written off to Re. 1


(b) Equity investments in these companies carry certain restrictions on transfer of shares in terms of funds raised by these companies
from financial institutions/banks/or in terms of SEBI IPO for listing agreements.

95
SCHEDULE V (Contd.)
Investments (At Cost, unless otherwise specified) :

(c) The following are the movements in Shares during the year :

Equity Shares Preference Share Warrants


Shares

Acquired Sold Acquired/ Acquired Sold/


(Redeemed/ Converted
Sold)
Nos. Nos. Nos. Nos. Nos.

(1) Mahindra Steel Service Centre Limited .................................................. — 37,23,874 — — —


(2) Mahindra USA Inc ................................................................................. 4,50,00,000@ — — — —
(3) Mahindra Logisoft Business Solutions Limited ....................................... — 63,49,500 — — —
(4) Mahindra & Mahindra South Africa (Proprietary) Limited ..................... 1,84,30,000 — — — —
(5) Mahindra Overseas Investment Company (Mauritius) Limited .............. 1,40,25,000 — — — —
(6) Mahindra Gears & Transmissions Private Limited .................................. — 35,26,094 — — —
(7) Mahindra Navistar Automotives Limited ................................................ 4,36,91,700 — — — —
(8) Mahindra Vehicle Manufacturers Limited .............................................. 10,00,00,000 — — — —
(9) Mahindra Castings Limited………………………………………............... 49,52,450@ — — — —
(10) Mahindra Navistar Engines Private Limited ............................................ 6,29,85,000@ — — — —
(11) Mahindra Aerospace Private Limited ..................................................... 1,05,00,000 — — — —
(12) Mahindra First Choice Services Limited ................................................. 53,00,000 — — — —
(13) Mahindra Holidays & Resorts India Limited ........................................... — 33,69,191 — — —
(14) Defence Land Systems India Private Limited .......................................... 68,82,150 — — — —
(15) Defence Land Systems India Private Limited .......................................... 2,73,79,850# — — — —
(16) Mahindra EcoNova Private Limited ........................................................ 10,000 — — — —
(17) Mahindra Forgings Limited .................................................................... 30,00,000$ — — 72,99,270 30,00,000
(18) Wardha Power Company Limited .......................................................... 19,45,867 — 24,54,133 — —

@ Subscribed to on rights basis.


# Consideration other than Cash.
$ Conversion of warrants into Equity.
(d) The following are the movements in Debentures/Bonds during the year :

Acquired Sold Matured

Nos. Rs. Crores Nos. Nos.

(1) Mahindra & Mahindra Financial Services Limited .................................. 7.50% — — — 200
(2) Mahindra & Mahindra Financial Services Limited .................................. 8.50% 250 25.00 — —
(3) Infrastructure Development Finance Company Limited ......................... 7.99% — — — 150
(4) India Infrastructure Finance Company Limited ...................................... 6.85% 2,085 20.95 — —
(5) Rural Electrification Corporation Limited ............................................... 7.75% 50 5.00 — —
(6) Indian Railway Finance Corporation Limited ......................................... 6.70% 500 5.00 — —
(7) Indian Railway Finance Corporation Limited ......................................... 6.00% 1,000 10.00 — —
(8) Indian Railway Finance Corporation Limited ......................................... 6.30% 1,000 10.00 — —

(e) Government Securities :


(1) Face value of Rs. * crores (2009 : Rs. * crores) were lodged as security deposit.
(2) Treasury Bills of the face value of Rs. 25.00 Crores (2009 : Nil) were purchased and of the face value of Rs. 25.00 Crores (2009 : Nil) sold during the year.

(f) The following are the movements in Units during the year :
Acquired Sold

Nos. Rs. Crores Nos.

(1) Birla Sun Life Mutual Fund - Cash Plus Institutional Premium Daily Dividend ............................ 98,86,38,498 990.57 98,86,38,498
(2) Birla Sun Life Mutual Fund - Saving Fund Institutional Daily Dividend ....................................... 46,72,55,635 467.57 48,64,19,235
(3) Birla Sun Life Mutual Fund - FTP Institutional Series AV Dividend .............................................. 3,83,424 0.38 53,83,424
(4) Birla Sun Life Mutual Fund - FTP Institutional Series AK Dividend .............................................. 9,06,852 0.91 1,09,06,852

* denotes amount less than Rs. 50,000

96
MAHINDRA & MAHINDRA LIMITED

SCHEDULE V (Contd.)
Investments (At Cost, unless otherwise specified) :
(f) The following are the movements in Units during the year :

Acquired Sold

Nos. Rs. Crores Nos.

(5) Birla Sun Life Mutual Fund - Dynamic Bond Fund Retail Plan Monthly Dividend ....................... 50,17,665 5.24 —
(6) Birla Sun Life Mutual Fund - BSL Floating Rate Fund Long Term Institutional Weekly Dividend ... 1,00,00,271 10.02 —
(7) Canara Robeco Mutual Fund - Liquid Super Institutional Daily Dividend Reinvestment Fund .... 32,90,50,995 330.40 32,43,57,710
(8) Canara Robeco Mutual Fund - Treasury Advantage Super Institutional Daily Dividend
Reinvestment ................................................................................................................................ 5,99,76,723 74.41 4,35,44,650
(9) L & T Mutual Fund - Liquid Institutional Daily Dividend Reinvestment Plan ............................... 5,13,79,110 51.96 5,13,79,110
(10) L & T Mutual Fund - Freedom Income STP Institutional Daily Dividend Reinvestment Plan ....... 2,65,51,053 26.96 5,03,22,742
(11) Deutsche Mutual Fund - Insta Cash Plus Fund Super Institutional Plan Daily Dividend .............. 93,80,71,958 940.92 93,80,71,958
(12) Deutsche Mutual Fund - Ultra Short Term Fund Institutional Daily Dividend ............................. 37,56,06,173 376.28 35,54,87,714
(13) Deutsche Mutual Fund - Short Maturity Fund Institutional Weekly Dividend Plan ..................... 49,94,768 5.22 —
(14) DSP Black Rock Mutual Fund - Cash Plus Institutional Daily Dividend ........................................ 99,998 10.00 99,998
(15) DSP Black Rock Mutual Fund - Floating Rate Fund Institutional Plan Daily Dividend ................. 2,52,409 25.26 —
(16) DSP Black Rock Mutual Fund - Liquidity Fund Institutional Daily Dividend ................................. 2,65,051 26.51 2,65,051
(17) Fortis Mutual Fund - Money Plus Institutional Plan Daily Dividend ............................................. 22,10,423 2.21 5,25,01,773
(18) Fidelity Mutual Fund - Cash Fund Super Institutional Daily Dividend ......................................... 18,19,29,043 183.20 18,19,29,043
(19) Fidelity Mutual Fund - Ultra Short Term Debt Fund Institutional Daily Dividend ........................ 48,260 0.05 51,23,218
(20) Fidelity Mutual Fund - Ultra Short Term Debt Fund Super Institutional Daily Dividend .............. 5,26,24,997 52.64 5,55,44,365
(21) Franklin Templeton Mutual Fund - India Treasury Management Account Super Institutional
Plan Daily Dividend ...................................................................................................................... 78,46,296 785.16 79,46,229
(22) Franklin Templeton Mutual Fund - India Ultra Short Bond Fund Super Institutional Plan Daily
Dividend ....................................................................................................................................... 30,03,38,162 300.69 33,08,74,759
(23) Franklin Templeton Mutual Fund - Ultra Short Bond Fund Institutional Plan Dividend .............. 4,50,48,136 45.10 4,50,48,136
(24) Franklin Templeton Mutual Fund - Fixed Horizon Fund Series VII Plan A Institutional Growth .. — — 1,40,65,033
(25) Franklin Templeton Mutual Fund - Ultra Short Bond Fund Retail Plan Daily Dividend ............... 5,01,841 0.50 5,01,841
(26) HDFC Mutual Fund - Cash Management Fund Savings Plan Daily Dividend Reinvestment
Option .......................................................................................................................................... 99,47,05,915 1,058.01 1,00,35,16,030
(27) HDFC Mutual Fund - Cash Management Fund Treasury Advantage Plan Wholesale Daily
Dividend Reinvestment ................................................................................................................. 16,47,54,932 165.27 17,10,17,674
(28) HDFC Mutual Fund - Floating Rate Income Fund Short Term Plan Wholesale Option Dividend
Reinvestment ................................................................................................................................ 32,15,39,414 324.14 30,43,87,505
(29) HDFC Mutual Fund - High Interest Fund Short Term Plan Dividend Option ............................... 48,91,694 5.18 —
(30) HDFC Mutual Fund - Liquid Fund Premium Plan Dividend Daily Reinvestment .......................... 14,79,83,470 181.42 14,79,83,470
(31) HSBC Mutual Fund - Cash Fund Institutional Plus Daily Dividend ............................................... 7,45,93,214 74.63 7,45,93,214
(32) HSBC Mutual Fund - Floating Rate LT Institutional Option Weekly Dividend .............................. 59,70,113 6.71 3,87,72,145
(33) HSBC Mutual Fund - Fixed Term Series 54 Institutional Dividend Tenure 370 Days ................... 3,87,722 0.39 1,63,12,060
(34) IDFC Mutual Fund - Cash Fund Super Institutional Plan C Dividend ........................................... 1,01,19,55,742 1,012.21 1,06,19,40,859
(35) IDFC Mutual Fund - Money Manager Fund TP Super Institutional Plan C Daily Dividend .......... 27,71,82,280 277.22 23,69,64,455
(36) IDFC Mutual Fund - SSIF Short Term Plan B Fortnightly Dividend ............................................... 50,72,403 5.10 —
(37) IDFC Mutual Fund - Money Manager Fund Investment Plan B Daily Dividend ........................... 1,02,10,779 10.23 —
(38) JM Financial Mutual Fund - Money Manager Fund Super Plus Plan Daily Dividend ................... 1,66,16,605 16.63 4,16,63,221
(39) JM Financial Mutual Fund - High Liquidity Fund Super Institutional Plan Daily Dividend .......... 3,09,12,096 30.96 2,49,60,217
(40) J P Morgan Mutual Fund - India Liquid Fund Super Institutional Daily Dividend Plan ............... 13,73,58,303 137.47 13,73,58,303
(41) J P Morgan Mutual Fund - India Short Term Income Fund Weekly Dividend Reinvestment ....... 20,00,000 2.00 —
(42) J P Morgan Mutual Fund - Treasury Fund Super Institutional Daily Dividend Plan ..................... 4,96,13,661 49.66 4,96,13,661
(43) Kotak Mahindra Mutual Fund - Liquid Institutional Premium Daily Dividend ............................. 16,69,77,801 204.18 17,88,76,624
(44) Kotak Mahindra Mutual Fund - Floater Long Term Daily Dividend ............................................. 13,38,82,000 134.95 12,30,18,314
(45) Kotak Mahindra Mutual Fund - FMP 14M Series 3 Institutional Dividend .................................. 1,55,811 0.16 1,08,94,130
(46) Kotak Mahindra Mutual Fund - FMP 15M Series 5 Institutional Dividend .................................. 2,01,410 0.20 54,86,600
(47) Kotak Mahindra Mutual Fund - Quarterly Interval Plan Series 2 Dividend .................................. 50,00,000 5.00 —
(48) LIC Mutual Fund - Income Plus Fund Daily Dividend Plan .......................................................... 7,16,37,026 71.64 12,19,06,783
(49) LIC Mutual Fund - Fixed Maturity Plan Series - 43 (13 Months) ................................................. 9,88,586 0.99 1,09,88,586
(50) LIC Mutual Fund - Liquid Fund Dividend Plan ............................................................................. 21,71,36,309 238.42 21,71,36,309

97
SCHEDULE V (Contd.)
Investments (At Cost, unless otherwise specified) :

(f) The following are the movements in Units during the year :

Acquired Sold

Nos. Rs. Crores Nos.

(51) LIC Mutual Fund - Savings Plus Fund Daily Dividend Plan .......................................................... 19,42,93,108 194.29 11,99,01,317
(52) Principal Mutual Fund - Cash Management Fund Liquid Option Institutional Premium Plan
Dividend Reinvestment Daily ........................................................................................................ 2,74,35,98,984 2,743.79 2,77,53,46,761
(53) Principal Mutual Fund - Floating Rate Fund FMP Institutional Option Dividend Reinvestment
Daily ............................................................................................................................................. 62,37,68,587 624.54 61,25,20,032
(54) Prudential ICICI Mutual Fund - Institutional Liquid Plan Super Institutional Daily Dividend ....... 25,34,30,386 818.26 27,09,19,941
(55) Prudential ICICI Mutual Fund - Flexible Income Plan Premium Daily Dividend ........................... 16,56,33,324 175.13 19,44,37,457
(56) Prudential ICICI Mutual Fund - Flexible Income Plan Premium Daily Dividend ........................... 2,77,42,447 293.35 2,60,08,417
(57) Prudential ICICI Mutual Fund - Institutional Short Term Plan Dividend Reinvestment Fortnightly 42,73,736 5.18 —
(58) Prudential ICICI Mutual Fund - Ultra Short Term Plan Super Premium Daily Dividend
Reinvestment ................................................................................................................................ 2,01,73,102 20.22 —
(59) Religare Mutual Fund - Liquid Fund Super Institutional Daily Dividend ...................................... 7,07,46,709 70.79 7,62,46,961
(60) Religare Mutual Fund - Ultra Short Term Fund Institutional Daily Dividend ............................... 1,33,53,027 13.37 69,89,028
(61) SBI Mutual Fund - Magnum Insta Cash Fund Daily Dividend Option ......................................... 70,66,03,282 1,183.58 66,18,40,622
(62) SBI Mutual Fund - Ultra Short Term Fund Institutional Plan Daily Dividend ............................... 13,02,72,046 130.35 10,71,85,898
(63) Sundaram Mutual Fund - Liquid Plus Super Institutional Dividend Reinvestment Daily .............. 22,26,24,551 223.45 22,26,24,551
(64) Sundaram Mutual Fund - Money Fund Super Institutional Daily Dividend ................................. 1,04,38,43,608 1,053.79 1,06,86,95,339
(65) Tata Mutual Fund - Floater Fund Daily Dividend ......................................................................... 39,45,46,624 395.95 35,05,04,484
(66) Tata Mutual Fund - Liquid Super High Investment Fund Daily Dividend ..................................... 50,75,789 565.71 53,44,963
(67) UTI Mutual Fund - Treasury Advantage Fund Institutional Plan Daily Dividend Option
Reinvestment ................................................................................................................................ 23,36,801 233.73 27,29,416
(68) UTI Mutual Fund - Money Market Fund Daily Dividend Option Reinvestment ........................... 57,10,120 572.76 53,91,698
(69) UTI Mutual Fund - Floating Rate Fund Short Term Plan Institutional Daily Dividend Plan………… 11,23,526 112.44 8,49,345
(70) UTI Mutual Fund - Fixed Income Interval Fund Quarterly Interval Plan Series I Institutional
Dividend Plan Reinvestment ......................................................................................................... 50,00,000 5.00 —
(71) UTI Mutual Fund - Fixed Income Interval Fund Monthly Interval Plan II Institutional Dividend
Plan .............................................................................................................................................. 1,00,00,000 10.00 —
(72) UTI Mutual Fund - Liquid Cash Plan Institutional Daily Income Option ...................................... 10,14,986 103.47 10,14,986
(73) UTI Mutual Fund - Money Market Fund Daily Dividend Option ................................................. 5,70,22,369 87.85 5,70,22,369

(g) The following are the movements in Certificate of Deposits during the year :

Acquired Sold Matured

Face Value Total Value Face Value Face Value


Rs. Crores Rs. Crores Rs. Crores Rs. Crores

(1) State Bank of Travancore ....................................................................... 25.00 24.82 — —


(2) Central Bank of India ............................................................................. 25.00 24.81 — —
(3) State Bank of Hyderabad ....................................................................... 25.00 24.82 — —
(4) State Bank of Mysore ............................................................................ 70.00 69.50 — —
(5) State Bank of Patiala .............................................................................. 10.00 9.99 — 10.00

98
MAHINDRA & MAHINDRA LIMITED

SCHEDULE VI Rupees crores


2010 2009
Current Assets, Loans and Advances :
(A) Inventories (at cost or net realisable value whichever is lower) :
(i) Finished Products produced and purchased for sale ........................... 491.38 471.81
(ii) Contracts and Work-in-Progress ........................................................... 75.03 88.87
(iii) Manufactured Components ................................................................. 73.89 55.93
(iv) Raw Materials and Bought-out Components ....................................... 494.50 391.01
(v) Property Development Activity - Work-in-Progress
[including completed flats and premises Rs. 6.32 crores
(2009 : Rs. 6.32 crores)] ...................................................................... 6.32 6.32
(vi) Stores and Spares ................................................................................. 23.47 23.56
(vii) Tools ..................................................................................................... 24.19 23.17
1,188.78 1,060.67
(B) Sundry Debtors (Unsecured) :
Outstanding over six months : Considered good ........................................ 101.42 125.74
: Considered doubtful ................................... 113.25 72.12
214.67 197.86
Other Debts : Considered good ........................................ 1,156.66 917.91
: Considered doubtful ................................... — —
1,156.66 917.91
1,371.33 1,115.77
Less : Provision for Doubtful Debts ............................................................. 113.25 72.12
1,258.08 1,043.65
-(C) Cash and Bank Balances :
Cash, cheques and stamps on hand ........................................................... 221.17 354.39
Balances with Scheduled Banks :
(i) On Current Account ............................................................................. 242.47 275.65
(ii) On Fixed Deposit Account @ ............................................................... 1,268.06 938.73
(iii) On Margin Account ............................................................................. * 0.09
1,510.53 1,214.47
@ [includes balance of unutilised monies raised by issue : Rs. 48.46
crores (2009 : Rs. 53.95 crores)]
Balances with Non-Scheduled Banks [Note 6] :
On Current Account .................................................................................... 11.53 5.57
1,743.23 1,574.43
(D) Other Current Assets :
Interest accrued on Investments .................................................................. 3.38 1.42
Others .......................................................................................................... 47.49 0.14
50.87 1.56
(E) Loans and Advances [Note 7] :
(Unsecured, considered good unless otherwise stated) :
Advances and Loans to subsidiaries :
Considered good ......................................................................................... 561.63 402.93
Considered doubtful .................................................................................... 5.99 24.99
567.62 427.92
Less : Provision for Doubtful Advances and Loans ...................................... 5.99 24.99
- 561.63 402.93
-497Bills of exchange, considered doubtful ....................................................... 1.02 1.02
Less : Provision for Doubtful bills ................................................................ 1.02 1.02
— —
Advances recoverable in cash or in kind or for value to be received :
Considered good ......................................................................................... 946.70 757.11
Considered doubtful .................................................................................... 57.86 48.64
1,004.56 805.75
Less : Provision for Doubtful Advances ....................................................... 57.86 48.64
- 946.70 757.11
Payments towards Income-tax and Surtax [Note 18(d)] .............................. 292.04 221.67
Balances - Customs, Port Trust, Excise, etc. ................................................. 1.06 0.91
1,801.43 1,382.62
Total..... 6,042.39 5,062.93
* denotes amounts less than Rs. 50,000

99
CMYK

SCHEDULE VII Rupees crores

2010 2009
Current Liabilities and Provisions :
(A) Current Liabilities # :
Acceptances 107.25 106.26
Sundry Creditors :
(i) Total outstanding dues of micro and small enterprises [Note 8]... 5.99 5.99
(ii) Total outstanding dues of creditors other than micro and small
enterprises [including Rs. 209.21 crores (2009 : Rs. 162.51 crores)
being advance payments for which value has still to be given]….. 3,080.85 3,206.19
(iii) Dues to Subsidiaries ........................................................................ 173.25 124.62

3,260.09 3,336.80
Dividend payable ............................................................................. 6.89 6.19
Balances on Directors’ Current Accounts ........................................ 3.10 2.21
Interest accrued but not due on loans ........................................... 22.67 68.74

3,400.00 3,520.20

# There are no amounts due and outstanding to be credited to


the Investor Education and Protection Fund.
(B) Provisions :
Proposed Dividend .................................................................................. 549.52 278.83
Provision for Tax on Proposed Dividend ................................................. 74.23 33.23
Provision for diminution in value of long term investments .................. 266.43 201.02
Proision for premium payable on redemption of convertible bonds ...... 238.49 269.51
Provision for compensated absences ...................................................... 274.58 245.76
Provision for taxation ............................................................................. 173.63 81.76
Provision Others [Note 9] ....................................................................... 219.66 167.45
1,796.54 1,277.56
Total………… 5,196.54 4,797.76

SCHEDULE VIII Rupees crores


2010 2009

Miscellaneous Expenditure
(to the extent not written off or adjusted) :
(a) Finance Charges ..................................................................................... 4.12 11.69
(b) Separation and Other Costs ................................................................... — 0.86

Total………… 4.12 12.55

100
MAHINDRA & MAHINDRA LIMITED

SCHEDULE IX Rupees crores

2010 2009
Income from Operations and Other Income :
(A) Income from Operations :
Income from services rendered .............................................................. 343.83 272.45
Scrap Sales ............................................................................................. 70.14 63.73
Octroi Refund ......................................................................................... 72.49 44.90
Other Operating Income ........................................................................ 77.60 63.54
Total......... 564.06 444.62

(B) Other Income :


Dividends on Investments in subsidiaries - Gross. .................................. 83.29 131.83
Dividends on other Investments - Gross - Non Trade [Note 10(a)] ........ 49.47 46.21
Profit on sale of Investments (Net) [Note 10(b)] .................................... 10.40 53.22
Miscellaneous Income ............................................................................ 56.19 39.08
Total........ 199.35 270.34

SCHEDULE X Rupees crores


2010 2009

Raw Materials, Finished and Semi-Finished Products :


(A) (Increase)/Decrease in Stock of Finished Goods,
Work-in-Progress and Manufactured Components :
Opening Stock :
(i) Finished Products produced and purchased for sale ...................... 471.81 579.43
(ii) Contracts and Work-in-Progress ...................................................... 88.87 53.10
(iii) Manufactured Components ............................................................ 55.93 48.15
616.61 680.68
Add : Stock Taken Over on Amalgamation :
(i) Finished Products produced and purchased for sale ...................... — 80.61
(ii) Contracts and Work-in-Progress ...................................................... — 11.61
— 92.22
Less : Closing Stock :
(i) Finished Products produced and purchased for sale ...................... 491.38 471.81
(ii) Contracts and Work-in-Progress ...................................................... 75.03 88.87
(iii) Manufactured Components ............................................................ 73.89 55.93
640.30 616.61
(Increase)/Decrease in Stock ................................................................... (23.69) 156.29
(B) Consumption of Raw Materials and Bought-out Components :
Opening Stock ........................................................................................ 391.01 351.95
Add : Purchases [including outside processing charges Rs. 281.83
crores (2009 : Rs. 224.06 crores)] ................................................ 11,799.05 8,756.79
12,190.06 9,108.74
Add : Stock Taken Over on Amalgamation ............................................ — 54.06
Less : Closing Stock ................................................................................ 494.50 391.01
11,695.56 8,771.79
(C) Purchases of Finished Products for sale ................................................. 661.05 346.15

Total........ 12,332.92 9,274.23

101
SCHEDULE XI Rupees crores

2010 2009
Personnel :
Salaries, Wages, Bonus, etc. .......................................................................... 988.10 822.36
Contribution to Provident and other funds ................................................... 66.89 58.54
Gratuity ........................................................................................................ 31.31 50.13
Welfare ........................................................................................................ 112.17 93.58
Total........ 1,198.47 1,024.61

SCHEDULE XII Rupees crores

2010 2009
Interest, Commitment and Finance Charges :

On Term Loans and Debentures 148.91 124.60


On Others (Net) 7.94 9.52
156.85 134.12
Less : Interest Income :
(i) Interest on Government Securities, Debentures and Bonds - Gross
[Note 10(c)] 4.68 4.76
(ii) Interest - Others - Gross [Note 10(d)] 124.36 84.10

129.04 88.86
Total........ 27.81 45.26

SCHEDULE XIII Rupees crores


2010 2009
Other Expenses :
Stores consumed 75.27 66.89
Tools consumed 29.68 23.88
Power and Fuel 120.97 98.69
Rent including lease rentals 47.01 49.41
Rates and Taxes 16.53 12.68
Insurance 11.72 11.95
Repairs and Maintenance [Note 11] :
Buildings ................................................................................................. 22.56 17.88
Machinery ............................................................................................... 96.92 75.36
Others ..................................................................................................... 33.10 28.29
152.58 121.53
Advertisement 139.78 96.49
Commission on sales/contracts (Net) 70.54 47.91
Discount allowed 4.80 7.45
Freight outward 269.73 215.47
Sales Promotion Expenses 317.17 208.02
Miscellaneous Expenses [Note 12] 824.88 779.85
Directors’ fees 0.14 0.09
Donations and contributions [Note 27] 9.35 5.97
Loss on Fixed Assets sold/scrapped/written off (Net) 20.83 1.19
Excess of cost over fair value of Current Investments (Net) (0.26) (1.57)
Provision for doubtful debts/advances (Net) [Note 25] 51.02 31.44
Total........ 2,161.74 1,777.34

102
MAHINDRA & MAHINDRA LIMITED

SCHEDULE XIV
Notes on Accounts for the year ended 31st March, 2010
1. Significant Accounting Policies :
(A) Basis of Accounting :
The financial statements are prepared in accordance with the generally accepted accounting principles in India and comply with the
Accounting Standards notified under sub-section (3C) of Section 211 of the Companies Act, 1956 and the relevant provisions thereof.
(B) Fixed Assets :
(a) (i) Fixed Assets are carried at cost less depreciation except as stated in (ii) below. Cost includes financing cost relating to borrowed
funds attributable to the construction or acquisition of qualifying fixed assets upto the date the assets are ready for use. Where
the acquisition of fixed assets are financed through long term foreign currency loans (having a term of 12 months or more at the
time of their origination) the exchange differences on such loans are added to or subtracted from the cost of such fixed assets.
When an asset is scrapped or otherwise disposed off, the cost and related depreciation are removed from the books of account
and resultant profit (including capital profit) or loss, if any, is reflected in the Profit and Loss Account.
(ii) Land and Buildings, had been revalued as at 31st October, 1984 at depreciated replacement values on the basis of a valuation
made by a firm of Chartered Surveyors and Valuers. The indices, if any, used are not stated in the valuation.
(b) (i) Leasehold land is amortised over the period of the lease.
(ii) Depreciation on assets is calculated on Straight Line Method at the rates and in the manner prescribed in Schedule XIV to the
Companies Act, 1956, except for :
(1) certain items of Plant and Machinery individually costing more than Rs. 5,000 - over their useful lives (2 years, 3 years, 5
years or 7 years, as the case may be) as determined by the Company.
(2) Cars and Vehicles - at 15% of cost.
(iii) Depreciation charge for each year is after deducting the amount representing the depreciation on the increase due to revaluation
of Land and Buildings, transferred from the Revaluation Reserve.
(C) Intangible Assets :
Intangible Assets are initially measured at cost and amortised so as to reflect the pattern in which the asset’s economic benefits are
consumed.
(a) Technical Knowhow :
The expenditure incurred is amortised over the estimated period of benefit, not exceeding six years commencing with the year of
purchase of the technology.
(b) Development Expenditure :
The expenditure incurred on technical services and other project/product related expenses are amortised over the estimated period of
benefit, not exceeding five years.
(c) Software Expenditure :
The expenditure incurred is amortised over three financial years equally commencing from the year in which the expenditure is
incurred.
(D) Investments :
Long term investments are valued at cost. However, provision for diminution in value is made to recognise a decline other than temporary
in the value of investments. Current investments are valued at the lower of cost and fair value, determined by category of investment.
(E) Inventories :
Inventories comprise all costs of purchase, conversion and other costs incurred in bringing the inventories to their present location and
condition.
Raw materials and bought out components are valued at the lower of cost or net realisable value. Cost is determined on the basis of the
weighted average method.
Finished goods produced and purchased for sale, manufactured components and work-in-progress are carried at cost or net realisable
value whichever is lower. Excise duty is included in the value of finished goods inventory.
Stores, spares and tools other than obsolete and slow moving items are carried at cost. Obsolete and slow moving items are valued at cost
or estimated realisable value, whichever is lower.
Long term contracts in progress are valued at cost.
(F) Miscellaneous Expenditure (to the extent not written off or adjusted) :
Expenditure carried forward under this head is being amortised as follows :
(a) Finance Charges :
The expenditure incurred in raising long term borrowings is amortised over the period of the borrowings. On early buyback,
conversion or repayment of borrowings, any unamortised expenditure is fully written off in that year.

103
(b) Separation and Other Costs :
Special Payments/Pensions under Voluntary Retirement Schemes.
The liability is amortised by the year ended March, 2010 from the month in which the liability is incurred.
(G) Foreign Exchange Transactions :
Transactions in foreign currencies (other than firm commitments and highly probable forecast transactions) are recorded at the exchange
rates prevailing on the date of transaction. Monetary items are translated at the year-end rates. The exchange difference between the rate
prevailing on the date of transaction and on the date of settlement as also on translation of monetary items at the end of the year (other
than those relating to long term foreign currency monetary items) is recognised as income or expense, as the case may be.
Exchange differences relating to long term foreign currency monetary items, to the extent they are used for financing the acquisition of
fixed assets are added to or subtracted from the cost of such fixed assets and the balance accumulated in ‘Foreign Currency Monetary Item
Translation Difference Account’ and amortised over the balance term of the long term monetary item or 31st March, 2011 whichever is
earlier.
Any premium or discount arising at the inception of a forward exchange contract is recognised as income or expense over the life of the
contract, except in the case where the contract is designated as a cash flow hedge.
(H) Derivative Instruments and Hedge Accounting :
The Company uses foreign currency forward contracts and currency options to hedge its risks associated with foreign currency fluctuations
relating to certain firm commitments and highly probable forecast transactions. The Company does not hold derivative financial instruments
for speculative purposes. The Company has applied to such contracts the hedge accounting principles set out in Accounting Standard 30
‘Financial Instruments : Recognition and Measurement’ (AS 30) by marking them to market.
Changes in the fair value of the contracts that are designated and effective as hedges of future cash flows are recognised directly in
Hedging Reserve Account and the ineffective portion is recognised immediately in the Profit and Loss Account.
(I) Revenue Recognition :
Sales of products and services are recognised when the products are shipped or services rendered including export benefits thereon.
Dividend from investments are recognised in the Profit and Loss Account when the right to receive payment is established.
(J) Government Grants :
The Company is entitled to various incentives from a State Government, such as grants by way of refund of octroi duty paid by the
Company for its manufacturing unit located in a developing region. In view of the uncertainty in respect of the collection of these grants,
such grants are accounted for as and when the disbursements are received.
(K) Employee Benefits :
Defined Contribution Plan/Defined Benefit Plan/Long term Compensated Absences.
Company’s contributions paid/payable during the year to Superannuation Fund, ESIC and Labour Welfare Fund are recognised in the Profit
and Loss Account.
Contributions to Provident Fund are made to a Trust administered by the Company and are charged to Profit and Loss Account as incurred.
The Company is liable for the contribution and any shortfall in interest between the amount of interest realised by the investment and the
interest payable to members at the rate declared by the Government of India.
Company’s liability towards gratuity, long term compensated absences, post retirement medical benefit and post retirement housing
allowance schemes are determined by independent actuaries, using the projected unit credit method. Past services are recognised on a
straight line basis over the average period until the benefits become vested. Actuarial gains and losses are recognised immediately in the
statement of Profit and Loss Account as income or expense. Obligation is measured at the present value of estimated future cash flows
using a discounted rate that is determined by reference to the market yields at the Balance Sheet date on Government Bonds where the
currency and terms of the Government Bonds are consistent with the currency and estimated terms of the defined benefit obligation.
(L) Borrowing Costs :
All borrowing costs are charged to the Profit and Loss Account except :
(a) Borrowing costs that are attributable to the acquisition or construction of assets that necessarily take a substantial period of time to
get ready for their intended use, which are capitalised as part of the cost of such assets.
(b) Expenses incurred on raising long term borrowings are amortised over the period of borrowings. On early buyback, conversion or
repayment of borrowings, any unamortised expenditure is fully written off in that year.
(M) Redemption Premium :
Premium payable on redemption of Bonds/Debentures is fully provided and charged to Securities Premium Account (Net of Tax) in the year
of issue.
(N) Product Warranty :
In respect of warranties given by the Company on sale of certain products, the estimated costs of these warranties are accrued at the time
of sale. The estimates for accounting of warranties are reviewed and revisions are made as required.

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MAHINDRA & MAHINDRA LIMITED

(O) Leases :
The Company’s significant leasing arrangements are in respect of operating leases for premises (residential, office, stores, godowns,
computer hardware, etc.). The leasing arrangements, which are not non-cancellable, range between eleven months and five years generally,
and are usually renewable by mutual consent on agreed terms. The aggregate lease rentals payable are charged as rent.
(P) Taxes on Income :
Current tax is determined as the amount of tax payable in respect of taxable income for the year. Deferred tax is recognised, subject to
consideration of prudence, on timing differences, being the difference between taxable income and accounting income that originate in
one period and are capable of reversal in one or more subsequent periods. Deferred tax assets arising on account of unabsorbed
depreciation or carry forward of tax losses are recognised only to the extent that there is virtual certainty supported by convincing evidence
that sufficient future tax income will be available against which such deferred tax assets can be realised.
(Q) Excise duty recovered on sales is included in “Sales – Traded and Manufactured Goods”. Excise duty in respect of Finished Goods
manufactured is shown separately as an item of expense and included in valuation of finished goods produced.
2. Share Capital :
Issued and Subscribed Capital include :
(a) 3,33,618 Ordinary (Equity) Shares of Rs. 5 each (2009 : 1,66,809 Ordinary (Equity) Shares of Rs. 10 each) allotted as fully paid-up pursuant
to a contract without payment having been received in cash.
(b) 34,12,15,008 Ordinary (Equity) Shares of Rs. 5 each (2009 : 17,06,07,504 Ordinary (Equity) Shares of Rs. 10 each) allotted as fully paid-up
by way of Bonus Shares by capitalisation of Securities Premium Account and Reserves.
(c) 25,13,124 Ordinary (Equity) Shares of Rs. 5 each (2009 : 12,56,562 Ordinary (Equity) Shares of Rs. 10 each) issued consequent to the
Scheme of Amalgamation with the Union Bank of India Limited. Of these, 27,474 Ordinary (Equity) Shares of Rs. 5 each (2009 : 13,737
Ordinary (Equity) Shares of Rs. 10 each) were issued on conversion of 41,211 8% Bonds.
(d) 25,96,404 Ordinary (Equity) Shares of Rs. 5 each (2009 : 12,98,202 Ordinary (Equity) Shares of Rs. 10 each) issued consequent to the
Scheme of Amalgamation with International Tractor Company of India Limited without payment having been received in cash.
(e) 3,76,332 Ordinary (Equity) Shares of Rs. 5 each (2009 : 1,88,166 Ordinary (Equity) Shares of Rs. 10 each) issued consequent to the Scheme
of Amalgamation with Mahindra Spicer Limited without payment having been received in cash.
(f) 19,46,400 Ordinary (Equity) Shares of Rs. 5 each (2009 : 9,73,200 Ordinary (Equity) Shares of Rs. 10 each) issued consequent to the
Scheme of Amalgamation with Mahindra Nissan Allwyn Limited without payment having been received in cash.
(g) 2,56,55,104 Ordinary (Equity) Shares of Rs. 5 each (2009 : 1,28,27,552 Ordinary (Equity) Shares of Rs. 10 each) issued consequent to the
Scheme of Amalgamation with Mahindra Holdings and Finance Limited without payment having been received in cash.
(h) 4,05,03,800 Ordinary (Equity) Shares of Rs. 5 each (2009 : 2,02,51,900 Ordinary (Equity) Shares of Rs. 10 each) issued consequent to the
Scheme of Amalgamation with Punjab Tractors Limited without payment having been received in cash.
3. Reserves and Surplus :
Rupees crores
2010 2009
(a) Movements during the year :
(i) Securities Premium Account :
Additions, arising out of exercise of options ......................................................... 2.07 1.02
Additions, arising out of issue of Ordinary (Equity) Shares to
M&M ESOP Trust .................................................................................................... 71.40 —
Premium on conversion of Debentures and Bonds ................................................ 690.60 —
Reversal of Premium on buyback of Zero Coupon Convertible Bonds
[Net of Tax of Rs. Nil (2009 : Rs. 5.07 crores)] ...................................................... — 9.84
Reduction of provision for premium on redemption of Zero Coupon
Convertible Bonds [Net of Tax of Rs. 10.30 crores (2009 : Rs. Nil)] .................... 20.72 —
784.79 10.86
Applied, in accordance with Section 78 of the Companies Act, 1956, towards :
Writing-off of share and bonds/debenture issue expenses [Net of Tax of
Rs. 0.47 crores (2009 : Rs. 0.54 crores)] ............................................................... 5.88 4.95
Effect of tax rate change on amounts debited to Securities Premium Account .... 0.71 —
Increase of provision for premium on redemption of Zero Coupon Convertible
Bonds [Net of Tax of Rs. Nil (2009 : Rs. 20.20 crores )] ........................................ — 39.25
6.59 44.20
(ii) Revaluation Reserve :
Adjusted against depreciation for the year [Note 1(B)(b)(iii)] ................................ 0.41 0.38
Adjusted in respect of revalued Buildings demolished .......................................... 0.01 —
0.42 0.38

105
(b) The Guidance Note on Accounting for Employee Share-based Payments issued by The Institute of Chartered Accountants of India requires
that shares allotted to a trust but not transferred to employees be reduced from Share Capital and Reserves. Accordingly, the Company has
reduced the Share Capital by Rs. 3.63 crores (2009 : Rs. 3.10 crores), Securities Premium Account by Rs. 84.29 crores (2009 : Rs. 15.20
crores) for the 72,63,296 shares of Rs. 5 each (2009 : 31,02,653 shares of Rs. 10 each) held by the trust pending transfer to the eligible
employees.

The Share Capital of the Company has also been reduced and the General Reserve increased by Rs. 2.63 crores (2009 : Rs. 3.10 crores) for
the 52,63,296 bonus shares of Rs. 5 each (2009 : 31,02,653 bonus shares of Rs. 10 each) issued by the Company in September, 2005 to
the trust but not yet transferred by the trust to the employees. The above monies which are treated as advance received from it, is included
under current liabilities.

(c) Consequent to the announcement issued by The Institute of Chartered Accountants of India dated 29th March, 2008 in respect of forward
exchange contracts and currency and interest rate swaps, the Company has applied the Hedge Accounting principles set out in the
Accounting Standard (AS) 30 ‘Financial Instruments : Recognition and Measurement’. Accordingly, such contracts are marked to market
and the loss aggregating Rs. 0.91 crores (Net of Tax of Rs. 0.45 crores) [2009 : Rs. 434.19 crores (Net of Tax of Rs. 223.57 crores)] arising
consequently on contracts that were designated and effective as hedges of future cash flows has been recognized directly in the Hedging
Reserve Account.

4. Loans :
(a) Debentures are redeemable as follows :

(i) Rs. 200.00 crores on 9th January, 2011.


(ii) Rs. 400.00 crores in three equal instalments from 12th December, 2013.

(iii) Rs. 0.01 crores of 12.50% Debentures and Zero Interest Bonds on receipt of balance amount due on allotment.
(b) (i) Debentures of Rs. 600.01 crores are secured by a pari-passu charge on immovable properties of the Company both present and
future, subject to certain exclusions and are also secured by pari-passu charge on the movable properties of the Company including
movable machinery, machinery spares, tools and accessories, both present and future.
(ii) Loans and Advances on cash credit accounts from the Company’s bankers are secured by a first charge on a pari-passu basis on the
whole of the current assets of the Company namely inventories, book debts, outstanding monies, receivables, claims, etc. both
present and future.
(c) The following amounts are repayable/convertible by 31st March, 2011 :
(i) Debenture holders ...................................................................... : Rs. 200.00 crores (2009 : Rs. 700.00 crores)

(ii) Foreign currency loans from Banks :


(a) Secured ............................................................................... : Rs. Nil (2009 : Rs. 253.70 crores)

(b) Unsecured ........................................................................... : Rs. 175.86 crores (2009 : Rs. 101.48 crores)
(iii) Fixed Deposit holders .................................................................... : Rs. 78.15 crores (2009 : Rs. 4.88 crores)

(iv) Rupee Loans :


(a) from banks ......................................................................... : Rs. Nil (2009 : Rs. 80.00 crores)
(b) from financial institutions .................................................. : Rs. 2.60 crores (2009 : Rs. Nil)

(c) from others ......................................................................... : Rs. 8.08 crores (2009 : Rs. 10.13 crores)

The Company had issued during the year ended 31st March, 2007, Zero Coupon Foreign Currency Convertible Bonds (Bonds 2011) aggregating
US$ 200 million, at par. The bond holders have an option to convert these bonds into Equity Shares with full voting rights or Global Depository
Receipts (GDRs) determined at an initial conversion price of Rs. 461.02 per share of Rs. 5 each (2009 : Rs. 922.04 per share of Rs. 10 each) with
fixed exchange rate of conversion of Rs. 44.42 = US$ 1, at any time on or after 7th May, 2006 upto 7th March, 2011.
The Bonds 2011 may be redeemed, in whole but not in part, at the option of the Company at any time on or after 13th April, 2008 subject to
satisfaction of certain conditions. Unless previously converted, redeemed or purchased and cancelled, the bonds fall due for redemption on 14th
April, 2011 at 128.03 per cent of their principal amount. Bonds 2011 of the face value of US$ 10.50 million have been bought back and
cancelled in the previous year. Upto 31st March, 2010, none of the Bonds 2011 have been converted into equity shares/GDRs.

The net proceeds of Rs. 48.46 crores, unutilised as at 31st March, 2010, is disclosed under Cash and Bank balances.
The Company’s 93,95,974 Unsecured Fully and Compulsorily Convertible Debentures (FCD’s) having face value of Rs. 745 per FCD issued during
the year ended 31st March, 2009, were compulsorily converted on 27th January, 2010 into 93,95,974 Ordinary (Equity) Shares of Rs. 10 each
[before sub-division of the Ordinary (Equity) Shares] of the Company at a premium of Rs. 735 per share. Consequent to the conversion the Share
Capital and Securities Premium Account of the Company have increased by Rs. 9.40 crores and Rs. 690.60 crores respectively.

106
MAHINDRA & MAHINDRA LIMITED

5. (a) Buildings include Rs. * crores (2009 : Rs. * crores) being the value of shares in co-operative housing societies.

(b) Additions to fixed assets and capital work-in-progress include :


(i) Interest capitalised during the year Rs. 26.56 crores (2009 : Rs. 15.63 crores).

(ii) Foreign exchange fluctuation capitalised during the year Rs. 117.79 crores credit (Net) [2009 : Rs. 172.97 crores debit (Net)].
(c) (i) The depreciation charge for the year excludes :
(a) An amount of Rs. 0.41 crores (2009 : Rs. 0.38 crores), representing depreciation on the increase due to revaluation of Land and
Buildings transferred from the Revaluation Reserve.

(b) An amount of Rs. 0.01 crores (2009 : Rs. Nil), representing depreciation on revalued buildings demolished during the year.
(ii) The net credit to the Profit and Loss Account consequent to the above adjustments to the Revaluation Reserve is Rs. 0.42 crores
(2009 : Rs. 0.38 crores).
6. Cash and Bank Balances include balances lying with non-scheduled banks :

In Current Account
Rupees crores
Bank Tejarat, Bank of Australia Bank of China The Municipal The Ahmednagar
Tehran Co-op. Bank Ltd. Merchant’s Co-op. Bank Ltd.
Balance as at 31st March, 2010 ................ * 6.39 * 5.14 *
Balance as at 31st March, 2009 ................ * 3.34 0.09 2.13 *
Maximum balance during the year ........... * 11.91 0.59 5.68 *
Maximum balance during the previous year * 9.51 1.47 3.23 *
7. Loans and Advances include :

(a) Fixed/Call deposits with/loans to limited companies Rs. 525.72 crores (2009 : Rs. 411.14 crores) including Rs. 519.23 crores (2009 :
Rs. 404.65 crores) with/to subsidiaries.

(b) Amounts paid towards joint development of property Rs. Nil (2009 : Rs.1.54 crores).
8. Micro, Small and Medium enterprises have been identified by the Company on the basis of the information available. Total outstanding dues of
Micro and Small enterprises, which are outstanding for more than the stipulated period are given below :
Rupees crores

2010 2009

(a) Dues remaining unpaid as at 31st March


Principal .............................................................................................................. 0.89 2.42
Interest on the above ......................................................................................... 0.07 0.05
(b) Interest paid in terms of Section 16 of the Act, along with the amount of
payment made to the supplier beyond the appointed day during the year
Principal paid beyond the appointed date ......................................................... 7.39 18.12
Interest paid in terms of Section 16 of the Act ................................................. — 0.03

(c) Amount of interest due and payable for the period of delay on payments
made beyond the appointed day during the year ............................................. 0.11 0.15
(d) Further interest due and payable even in the succeeding years, until such date
when the interest due as above are actually paid to the small enterprises ....... 0.32 0.13
(e) Amount of interest accrued and remaining unpaid as at 31st March ............... 0.50 0.32

9. (a) Provision - Others Rs. 219.66 crores (2009 : Rs. 167.45 crores) includes provision for contingencies Rs. 3.58 crores (2009 : Rs. 8.25 crores),
provision for warranty Rs. 179.61 crores (2009 : Rs. 137.45 crores), provision for post retirement medical benefits Rs. 9.65 crores (2009 :
Rs. 4.84 crores), provision for post retirement housing allowance Rs. 10.99 crores (2009 : Rs. Nil) and provision for diminution in value of
certain assets substantially retired from active use Rs. 15.83 crores (2009 : Rs. 16.89 crores). Provision for contingencies is in respect of
labour demands under negotiations at certain locations of the Company. Provision for warranties relates to warranty provision made in
respect of sale of certain products, the estimated cost of which is accrued at the time of sale. The products are generally covered under a
free warranty period ranging from 6 months to 3 years.
* denotes amounts less than Rs. 50,000

107
(b) The movement in provisions for warranty, contingency and retired assets is as follows :
Rupees crores

Warranty Contingency Retired assets

2010 2009 2010 2009 2010 2009


st
Balance as at 1 April ................................................... 137.45 106.42 8.25 8.16 16.89 17.01
Add : On Amalgamation during the year ..................... — 0.25 — — — —
Add : Provision made during the year .......................... 105.59 85.05 3.58 5.41 — —
Less : Utilisation during the year ................................... 63.43 54.27 8.25 5.32 1.06 0.12
Balance as at 31st March ............................................... 179.61 137.45 3.58 8.25 15.83 16.89

10. (a) Dividends on other investments include Rs. 45.56 crores (2009 : Rs. 44.89 crores) in respect of current investments and Rs. 3.91 crores
(2009 : Rs. 1.32 crores) in respect of long term investments.
(b) Profit on sale of investments (Net) includes profit on disposal of current investments (Net) Rs. 1.53 crores (2009 : Rs. 14.73 crores), and
profit on disposal of long term investments (Net) Rs. 8.87 crores (2009 : Rs. 38.49 crores).
(c) Interest on Government Securities, Debentures and Bonds includes tax deducted at source Rs. 0.05 crores (2009 : Rs. 0.11 crores) and
comprise Rs. 0.50 crores (2009 : Rs. 0.50 crores) and Rs. 4.18 crores (2009 : Rs. 4.26 crores) in respect of long term and current
investments respectively.
(d) Interest received - others includes tax deducted at source Rs. 12.21 crores (2009 : Rs. 15.11 crores).
11. Repairs and Maintenance includes machinery spares consumed Rs. 33.85 crores (2009 : Rs. 26.25 crores) but does not include items included
under Consumption of Raw Materials and Bought-out Components and amounts charged to salaries and wages (amounts not ascertained).

12. Miscellaneous Expenses include :


(a) Amounts paid/payable to Auditors (Net of service tax where applicable) :
Rupees crores
Statutory Auditors Cost Auditors
(i) Audit Fees ......................................................................................................................... 1.24 0.03
1.08 0.02
(ii) Company Law matters ...................................................................................................... * —
* —
(iii) Other Services ................................................................................................................... 0.66 —
0.63 —
(iv) Reimbursement of expenses.............................................................. ............................. 0.01 —
0.05 —
1.91 0.03
1.76 0.02

(b) An amount of Rs. 1.44 crores (2009 : Rs. 0.96 crores) payable as commission to non-wholetime Directors – Note 13 and Schedule XV.
13. Managerial remuneration for Directors included in the Profit and Loss Account is Rs. 8.19 crores (2009 : Rs. 6.29 crores) including Directors’ fees
of Rs. 0.14 crores (2009 : Rs. 0.09 crores), perquisites Rs. 1.68 crores (2009 : Rs. 1.27 crores) and commission Rs. 4.53 crores (2009 : Rs. 3.16
crores) (See Schedule XV) and excluding charge for gratuity, provision for leave encashment and post retirement medical benefit as separate
actuarial valuation figures are not available. The above perquisites include amortisation of Employees Stock Options amounting to Rs. 0.06
crores (2009 : Rs. 0.09 crores).
14. Employee Benefits :
General description of defined benefit plans :
Gratuity
The Company operates a gratuity plan covering qualifying employees. The benefit payable is the greater of the amount calculated as per the
Payment of Gratuity Act or the Company scheme applicable to the employee. The benefit vests upon completion of five years of continuous
service and once vested it is payable to employees on retirement or on termination of employment. In case of death while in service, the gratuity
is payable irrespective of vesting. The Company makes annual contribution to the group gratuity scheme administered by the Life Insurance
Corporation of India through its Gratuity Trust Fund.

* denotes amounts less than Rs. 50,000

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MAHINDRA & MAHINDRA LIMITED

Post retirement medical


The Company provides post retirement medical cover to select grade of employees to cover the retiring employee and their spouse upto a
specified age through mediclaim policy on which the premiums are paid by the Company. The eligibility of the employee for the benefit as well
as the amount of medical cover purchased is determined by the grade of the employee at the time of retirement.
Post retirement housing allowance
The Company operates a post retirement benefit scheme for a certain cadre of employees in which a monthly allowance determined on the basis
of the last drawn basic salary at the time of retirement, is paid to the retiring employee in lieu of housing.
Defined benefit plans – as per actuarial valuation on 31st March, 2010 Rupees Crores
Funded Plan Unfunded Plans
Gratuity Post retirement Post retirement
medical housing allowance
2010 2009 2010 2009 2010 2009
I. Expense recognised in the Statement of
Profit and Loss Account for the year ended 31st March
1. Current service cost 19.17 16.59 0.37 0.22 1.50 —
2. Interest cost 23.91 18.30 0.40 0.24 0.84 —
3. Expected return on plan assets (16.23) (18.16) — — — —
4. Actuarial (Gain)/Loss (7.69) 33.40 4.32 1.81 (1.77) —
5. Past service cost 12.15 — — — — —
6. Total expense included in Personnel (Schedules XI) 31.31 50.13 5.09 2.27 0.57 —
7. Actual return on plan assets 20.75 18.16 — — — —
II. Net Asset/(Liability) recognised in the Balance Sheet
as at 31st March
1. Present value of defined benefit obligation as at
31st March 334.20 300.61 9.65 4.84 10.99 —
2. Fair value of plan assets as at 31st March 266.10 206.14 — — — —
st
3. Net Asset/(Liability) as at 31 March (68.10) (94.47) (9.65) (4.84) (10.99) —
III. Change in the obligation during the year ended
31st March
1. Present value of defined benefit obligation at
the beginning of the year 300.61 201.76 4.84 2.79 10.42 —
2. Addition on account of amalgamation — 40.90 — — — —
3. Current service cost 19.17 16.59 0.37 0.22 1.50 —
4. Interest cost 23.91 18.30 0.40 0.24 0.84 —
5. Actuarial (Gain)/Loss (3.17) 33.40 4.32 1.81 (1.77) —
6. Past service cost 12.15 — — — — —
7. Benefit payments (18.47) (10.34) (0.28) (0.22) — —
8. Present value of defined benefit obligation at
the end of the year 334.20 300.61 9.65 4.84 10.99 —
IV. Change in fair value of assets during the year
ended 31st March
1. Fair value of plan assets at the beginning of the year 206.14 163.58 — — — —
2. Addition on account of amalgamation — 29.16 — — — —
3. Expected return on plan assets 16.23 18.16 — — — —
4. Actuarial Gain/(Loss) 4.52 — — — — —
5. Contributions by employer (including benefit
payments recoverable) 57.68 5.58 0.28 0.22 — —
6. Benefit payments (18.47) (10.34) (0.28) (0.22) — —
7. Fair value of plan assets at the end of the year 266.10 206.14 — — — —
8. Actual return on plan assets 20.75 18.16 — — — —

109
Rupees Crores

Funded Plan Unfunded Plans


Gratuity Post retirement Post retirement
medical housing allowance
2010 2009 2010 2009 2010 2009

V. The major categories of plan assets as a percentage


of total plan
Insurer managed funds 100% 100% — — — —
VI. Actuarial assumptions
1. Discount rate 8.45% 7.75% 8.45% 7.75% 8.45% —
2. Expected rate of return on plan assets 7.50% 7.50% — — — —
3. Attrition rate 5.00% 5.00% 5.00% 5.00% — —
4. Medical premium inflation — — 5.00% 5.00% — —

VII. Effect of one percentage point change in the One percentage point increase in One percentage point decrease
assumed medical inflation rate medical inflation rates in medical inflation rates
2010 2009 2010 2009
1. Effect on the aggregate service and interest cost of
post employment medical benefits 0.25 0.14 (0.20) (0.11)
2. Effect on the accumulated post employment medical
benefits obligations 1.36 0.72 (1.10) (0.60)

VIII. Experience Adjustments Period ended


2010 2009 2008 2007
Gratuity
1. Defined benefit obligation 334.20 300.61 201.76 184.43
2. Fair value of plan assets 266.10 206.14 163.58 127.04
3. Surplus/(Deficit) (68.10) (94.47) (38.18) (57.39)
4. Experience adjustment on plan liabilities [(Gain)/Loss] 7.93 5.87 4.55 —
5. Experience adjustment on plan assets [Gain/(Loss)] 4.44 — — —
Post retirement medical
1. Defined benefit obligation 9.65 4.84 2.79 3.22
2. Plan assets — — — —
3. Surplus/(Deficit) (9.65) (4.84) (2.79) (3.22)
4. Experience adjustment on plan liabilities [(Gain)/Loss] 5.21 1.24 (0.55) 0.07
Post retirement housing allowance
1. Defined benefit obligation 10.99 — — —
2. Plan assets — — — —
3. Surplus/(Deficit) (10.99) — — —
4. Experience adjustment on plan liabilities [(Gain)/Loss] 0.15 — — —

The Payment of Gratuity (Amendment) Bill 2010 amending the maximum gratuity payable under The Payment of Gratuity Act 1972 from
Rs. 3.50 lakhs to Rs. 10.00 lakhs has been passed by both houses of Parliament in May, 2010 and will come into effect from a date to be
notified by the Central Government. Since the said Bill has been substantively enacted, the Company has given effect to the same in valuing its
actuarial liability for gratuity as at 31st March, 2010. Due to this change in the maximum limit under the Act, the profit after tax for the current
year is lower by Rs. 8.02 crores.
On account of defined contribution plans the Company’s contribution to Provident Fund and Superannuation Fund aggregating Rs. 66.15
crores (2009 : Rs. 57.78 crores) has been recognized in the statement of Profit and Loss Account under the head personnel.
The post retirement housing allowance scheme of the Company for select cadre of employees has been introduced in the current year and the
opening liability as at 1st April, 2009 of Rs. 10.42 crores has been recognized as an expense in the current year.

110
MAHINDRA & MAHINDRA LIMITED

The expected rate of return on plan assets is based on the average long term rate of return expected on investments of the fund during the
estimated term of obligation.
The estimate of future salary increases, considered in actuarial valuation, takes account of inflation, seniority, promotion and other relevant
factors, such as supply and demand in the employment market.

15. The Company has allotted 55,24,219 and 10,00,000 Ordinary (Equity) Shares of Rs. 10 each in the years ended 31st March, 2002 and
31st March, 2010 respectively to the Mahindra & Mahindra Employees’ Stock Option Trust set up by the Company. The trust holds these shares
for the benefit of the employees and issues them to the eligible employees as per the recommendation of the Compensation Committee.

In respect of options granted prior to 29th September, 2006, the equity settled options vest one year from the date of the grant and are
exercisable on specified dates in 3 tranches within a period of 5 years from the date of vesting. The number of options exercisable in each
tranche is between the minimum of 100 and a maximum of 1/3rd of the options vested, except in case of the last date of exercise, where the
employee can exercise all the options vested but not exercised till that date.
Options granted on or after 29th September, 2006 vest in 4 equal instalments on the expiry of 12 Months, 24 Months, 36 Months and 48
Months from the date of grant. The options may be exercised on the date of vesting and on specified dates within 5 years from the date of
vesting. Number of vested options exercisable on each specified date is subject to a minimum of 50 or number of options vested whichever is
lower, except in case of the last date of exercise, where the employee can exercise all the options vested but not exercised till that date.
The compensation costs of stock options granted to employees are accounted by the Company using the intrinsic value method.

Summary of Stock Options


No. of stock options Weighted average
exercise price (Rs.)
Options outstanding on 1st April, 2009 56,15,921 556.55

Options granted during the year 4,01,770 724.00


Options forfeited/lapsed during the year 1,58,167 585.81

Options exercised during the year 9,42,009 413.71


Additional options pursuant to sub-division of shares 49,17,515 298.33
st
Options outstanding on 31 March, 2010 98,35,030 298.33
st
Options vested but not exercised on 31 March, 2010 35,38,627 300.57

Average share price on the date of exercise of the options are as under
Date of exercise Average share price (Rs.)
th
11 June, 2009 790.70
th
14 June, 2009 803.80
st
31 July, 2009 863.65
th
13 August, 2009 793.25
th
29 September, 2009 858.85
th
26 October, 2009 928.90

Information in respect of options outstanding as at 31st March, 2010.


Range of exercise price Number of options Weighted average
remaining life

Rs. 107.50 - Rs. 113.50 5,29,662 1.14 yrs


Rs. 180.50 35,484 1.57 yrs

Rs. 308.00 – Rs. 310.00 12,47,066 3.86 yrs


Rs. 381.00 29,91,922 4.80 yrs
Rs. 250.00 42,69,056 6.11 yrs

Rs. 362.00 7,61,840 7.09 yrs


The fair value of options granted during the year on 4th November, 2009 is Rs. 414.84 per share.

111
The fair value has been calculated using the Black Scholes Options Pricing Model and the significant assumptions made in this regard are as
follows :
Grant dated 4-Nov-09
Risk free interest rate 6.41%
Expected life 2.50 Years
Expected volatility 53.56%
Expected dividend yield 2.24%
Exercise price (Rs.) 724.00
Stock price (Rs.) 929.50
In respect of Options granted under the Employee Stock Option plan, in accordance with guidelines issued by SEBI, the accounting value of the
options is accounted as deferred employee compensation, which is amortised on a straight line basis over the period between the date of grant
of options and eligible dates for conversion into equity shares. Consequently, salaries, wages, bonus, etc. includes Rs. 3.54 crores (2009 :
Rs. 3.57 crores) being the amortisation of deferred employee compensation, after adjusting for reversals on account of options lapsed.
Had the Company adopted fair value method in respect of options granted on or after 1st April, 2005, the employee compensation cost would
have been higher by Rs. 26.44 crores, Profit after tax lower by Rs. 26.44 crores and the basic and diluted earning per share would have been
lower by Rs. 0.48 & Rs. 0.44 respectively.
16. The estimated amount of contracts remaining to be executed on capital account and not provided for as at 31st March, 2010 is Rs. 781.83
crores (2009 : Rs. 756.32 crores).
17. The Customs, Excise, and Service Tax Appellate Tribunal (CESTAT) by its order dated 7th December, 2009 has rejected the Company’s appeal
against the order dated 30th March, 2005 passed by the Commissioner of Central Excise (Adjudication), Navi Mumbai confirming the demand
made on the Company for payment of differential excise duty (including penalty) of Rs. 304.11 crores in connection with the classification of
Company’s Commander range of vehicles, during the years 1991-1996. Whilst the Company had classified the Commander range of vehicles as
10-seater attracting a lower rate of excise duty, the Commissioner of Central Excise (Adjudication), Navi Mumbai, has held that these vehicles
could not be classified as 10-seater as they did not fulfil the requirement of 10-seater vehicles, as provided under the Motor Vehicles Act, 1988
(MVA) and Maharashtra Motor Vehicles Rules, 1989 (MMVR) and as such attracted a higher rate of excise duty.
In earlier collateral proceedings on this issue, the CESTAT had by an Order dated 19th July, 2005 settled the controversy in the Company’s favour.
The CESTAT had accepted the Company’s submission that MVA and MMVR could not be referred to for determining the classification for the
purpose of levy of excise duty and rejected the Department’s appeal against the Order of the Collector, Central Excise classifying the Commander
range of vehicles as 10-seater. The Department’s appeal against the CESTAT Order dated 19th July, 2005 is pending before the Supreme Court of
India but the operation of the Order has not been stayed.
The Company has filed an appeal against the aforesaid order dated 7th December, 2009 inter alia, on the grounds that the MVA and MMVR
cannot be referred to for the purpose of determining the excise classification, as has been repeatedly held by various judicial fora, including the
Supreme Court and particularly by CESTAT vide its order dated 19th July, 2005 in the Company’s own case referred to above.
Without prejudice to the grounds raised in the appeal, the Company has paid an amount of Rs. 40.00 crores in January, 2010. Pending
admission of the Company’s appeal, the Supreme Court has passed an interim order staying the recovery of the balance amount till further
orders.
In another case relating to Armada range of vehicles manufactured during the years 1992 to 1996, by the Company at its Nashik facility, the
Commissioner of Central Excise, Nashik passed an order dated 20th March, 2006 confirming a demand of Rs. 24.75 crores, on the same grounds
as adopted for Commander range of vehicles. The CESTAT has given an unconditional stay against this order, which is yet to be finally heard by
the Tribunal.
The Company strongly believes, based on legal advise it has received, that the CESTAT order dated 7th December, 2009 which is under appeal in
the Supreme Court is not sustainable in law and hence the Company has a very good chance of succeeding in the matter. As such, the Company
does not expect any liability on this account. However, in view of the CESTAT order, the Company has reflected the above amount aggregating
Rs. 328.86 crores and the interest of Rs. 168.05 crores accrued on the same upto 31st March, 2010, as a Contingent Liability in the Accounts
and the same is included in the amounts disclosed under Note 18 (b)(i).
18. Contingent Liability :
(a) Guarantees given by the Company : Rupees crores

Amount of guarantees Outstanding amounts


against the guarantees
2010 2009 2010 2009
For employees 1.05 1.05 * *
For other companies 327.61 168.46 286.91 163.67

* denotes amounts less than Rs. 50,000

112
MAHINDRA & MAHINDRA LIMITED

(b) Claims against the Company not acknowledged as debts comprise of :


(i) Excise Duty, Sales Tax and Service Tax claims disputed by the Company relating to issues of applicability and classification aggregating
Rs. 968.22 crores (Net of Tax : Rs. 698.04 crores) [2009 : Rs. 386.32 crores (Net of Tax : Rs. 274.20 crores)].
(ii) Other matters (excluding claims where amounts are not ascertainable) : Rs. 17.78 crores (Net of Tax : Rs. 12.41 crores) [2009 :
Rs. 17.37 crores (Net of Tax : Rs. 12.14 crores)].
(iii) Claims on capital account : Rs. 1.18 crores (2009 : Rs. 1.18 crores).
(c) Uncalled liability on equity shares partly paid Rs. 10.50 crores (2009 : Rs. 10.50 crores).
(d) Taxation matters :
(i) Demands against the Company not acknowledged as debts and not provided for, relating to issues of deductibility and taxability in
respect of which the Company is in appeal and exclusive of the effect of similar matters in respect of assessments remaining to be
completed :
- Income-tax : Rs. 181.07 crores (2009 : Rs. 168.25 crores).
(ii) Items in respect of which the Company has succeeded in appeal, but the Income-tax Department is pursuing/likely to pursue in
appeal/reference and exclusive of the effect of similar matters in respect of assessments remaining to be completed :
- Income-tax matters : Rs. 70.58 crores (2009 : Rs. 58.63 crores).
- Surtax matters : Rs. 0.13 crores (2009 : Rs. 0.13 crores).
(e) Bills discounted not matured Rs. Nil (2009 : Rs. 59.55 crores).
19. Research and Development expenditure :
(a) In recognised Research and Development units :
(i) debited to the Profit and Loss Account, including certain expenditure based on allocations made by the Company, aggregate Rs.
248.25 crores (2009 : Rs. 220.09 crores) [excluding depreciation and amortisation of Rs. 81.03 crores (2009 : Rs. 56.19 crores)].
(ii) Development Expenditure incurred during the year Rs. 131.28 crores (2009 : Rs. 128.94 crores).
(iii) Capitalisation of assets Rs. 41.64 crores (2009 : Rs. 15.64 crores).
(b) In other units :
(i) debited to the Profit and Loss Account, including certain expenditure based on allocations made by the Company, aggregate Rs.
25.89 crores (2009 : Rs. 18.69 crores) [excluding depreciation and amortisation of Rs. 2.25 crores (2009 : Rs. 1.50 crores)].
(ii) Development Expenditure incurred during the year Rs. 38.59 crores (2009 : Rs. 7.50 crores).
(iii) Capitalisation of assets Rs. 4.34 crores (2009 : Rs. 3.56 crores).
20. The net difference in foreign exchange loss debited to the Profit and Loss Account is Rs. 113.48 crores (2009 : Rs. 237.20 crores).
21. Exceptional items of Rs. 90.75 crores (2009 : Rs. 10.27 crores) comprise of :
(a) Profit on sale of certain long term investments Rs. 90.75 crores (2009 : Rs. Nil).
(b) Surplus on transfer of Logistics business Rs. Nil (2009 : Rs. 10.27 crores).
22. The components of Deferred Tax Liability and Assets as at 31st March, 2010 are as under :
Rupees crores

2010 2009
Deferred Tax Liability :
(i) On fiscal allowances on fixed assets 296.12 322.06
(ii) Others 126.38 71.32

422.50 393.38
Deferred Tax Assets :
(i) On Provision for compensated absences 86.41 78.62
(ii) On Provision for doubtful debts/advances 36.54 27.33
(iii) On Premium on redemption of Zero Coupon Convertible Bonds 18.10 40.08
(iv) On Provision for employee benefits 13.69 17.61
(v) Loss on mark to market of forward contracts 0.45 223.57
(vi) Others 26.98 24.44
182.17 411.65

Net Deferred Tax (Asset)/Liability 240.33 (18.27)

113
23. Scheme of Amalgamations :
(a) In the previous year, pursuant to the Scheme of Amalgamation (the scheme) as approved by the shareholders of the Company and
subsequently sanctioned by the Honourable High Court of Bombay on 18th July, 2008, the entire business and all the assets and liabilities,
duties and obligations of Mahindra Holdings and Finance Limited (MHFL) (an erstwhile wholly owned subsidiary of the Company) were
transferred to and vested in the Company, with effect from 1st February, 2008. The excess of the value of the net assets of MHFL over the
face value of the shares allotted, the face value of the shares cancelled and the amount of General Reserve and Profit and Loss Account of
MHFL transferred to the Company was credited to the existing Investment Fluctuation Reserve Account.
(b) In the previous year, pursuant to the Scheme of Amalgamation (the scheme) as approved by the shareholders of the Company and
subsequently sanctioned by the Honourable High Court of Bombay and the Honourable High Court of Punjab & Haryana on 9th January,
2009 and 16th January, 2009 respectively, the entire business and all the assets and liabilities, duties and obligations of Punjab Tractors
Limited (PTL) (an erstwhile subsidiary of the Company) were transferred to and vested in the Company, with effect from 1st August, 2008.
The excess of the value of the net assets of PTL over the face value of the shares allotted was credited to the existing Investment Fluctuation
Reserve Account.
(c) Accordingly, the figures for the current year are not strictly comparable with that of the previous year.
24. Earnings per Share :

2010 2009

Amount used as the numerator – Balance of profit (Rupees crores) ............................................... 2087.75 867.51
Effect on earnings of convertible bonds/debentures (Gain)/Loss (Rupees crores) ............................ 32.64 17.29
Amount used as the numerator for diluted earnings per share (Rupees crores) ............................. 2120.39 884.80
Weighted average number of equity shares used in computing basic earnings per share ............. 54,98,38,769 54,50,45,894
Effect of potential Ordinary (Equity) Shares on conversion of bonds/debentures ........................... 4,56,31,897 4,44,38,826
Weighted average number of equity shares used in computing diluted earnings per share .......... 59,54,70,666 58,94,84,720
Basic Earnings per share (Rs.) (Face value of Rs. 5 per share) .......................................................... 37.97 15.92
Diluted Earnings per share (Rs.) ........................................................................................................ 35.61 15.01

In the computation of earnings per share for the periods above, the Company has given effect to the sub-division in March, 2010 of the
Company’s Ordinary (Equity) Share of Rs. 10 each into 2 Ordinary (Equity) Shares of Rs. 5 each.

25. Provision for doubtful debts and advances for the year comprises :
Rupees crores
2010 2009

Provision for doubtful debts and advances made during the year (Net) [including
Rs. Nil (2009 : Rs. 19.52 crores) pursuant to the schemes of arrangement/amalgamation
approved by the Hon’ble High Courts] ............................................................................................. 51.02 50.96
Less : Transfer from Investment Fluctuation Reserve pursuant to the above schemes of
arrangement/amalgamation .................................................................................................... — 19.52

Total .............................................................................................................................................. 51.02 31.44

26. Provision for diminution in the value of long term investments for the year comprises :
Rupees crores
2010 2009

Provision for diminution in value of investments, made during the year (Net)
[including provision of Rs. 70.00 crores (2009 : Rs. 154.38 crores) pursuant to the
schemes of arrangement/amalgamation approved by the Hon’ble High Courts] ............................ 70.00 154.38

Less : Transfer from Investment Fluctuation Reserve pursuant to the above schemes of
arrangement/amalgamation .................................................................................................... 70.00 154.38

Total .................................................................................................................................................. — —

114
MAHINDRA & MAHINDRA LIMITED

27. Donations and contributions include contributions to :


(a) Indian National Congress : Rs. 1.00 crore (2009 : Rs. Nil)
(b) Bhartiya Janata Party : Rs. 1.00 crore (2009 : Rs. Nil)
(c) Shiv Sena : Rs. 0.50 crores (2009 : Rs. Nil)
(d) Nationalist Congress Party : Rs. 0.50 crores (2009 : Rs. Nil)
(e) Bihar Pradesh Janata Dal (United) : Rs. 0.25 crores (2009 : Rs. Nil)
28. The outstanding derivative instruments as on 31st March, 2010 :
The Company has taken foreign exchange contracts amounting to US$ 54.80 crores comprising Forward Contracts US$ 32.10 crores (2009 :
US$ 60.30 crores), Range Forwards US$ 7.20 crores (2009 : US$ 10.20 crores) and US$ 15.50 crores (2009 : US$ 33.20 crores) of derivative
structures in the form of ‘strips’.
The foreign currency exposures not hedged by derivative instrument or otherwise as on 31st March, 2010 are – Receivables of ZAR 4.67 crores,
EUR 0.58 crores, AUD 0.39 crores, GBP 0.27 crores, NZD 0.02 crores, CHF * crores and Payables of JPY 2.20 crores, US$ 1.33 crores, SEK 0.03
crores, SAR 0.01 crores, SGD * crores (2009 : Receivables of AUD 0.38 crores, RMB 0.01 crores, SEK * crores and Payables of US$ 2.71 crores,
EUR 0.03 crores, GBP * crores, CHF * crores, JPY 2.38 crores, ZAR * crores, SAR 0.04 crores, SGD * crores, DKK * crores, NZD * crores ).
The Company has outstanding borrowings of JPY 1,126.44 crores (2009 : JPY 1,126.44 crores and US$ 9.45 crores) as Foreign Currency
Borrowings. The borrowing of JPY 450.24 crores (2009 : JPY 450.24 crores) has been completely hedged using cross currency swap structure
fixing the liability into a full fledged rupee liability. The borrowing of JPY 676.20 crores (2009 : JPY 676.20 crores) has been fixed to a US$
liability using a cross currency swap structure. The borrowing of US$ Nil (2009 : US$ 2.00 crores) has been hedged using a forward cover.
The Company had made an issue of US$ 20.00 crores in the form of Foreign Currency Convertible Bonds in April, 2006. Out of this issue, Bonds
of value US$ 18.95 crores (2009 : US$ 18.95 crores) are outstanding and have not been hedged.
* denotes amounts less than 50,000 of respective currency.
29. Related Party Disclosure :
(a) Related parties where control exist :
(i) Subsidiaries :

Sl. No. Name of the Company Sl. No. Name of the Company
1. Mahindra Engineering and Chemical Products Limited 30. Bristlecone Limited
2. Mahindra Logisoft Business Solutions Limited 31. Bristlecone Inc.
(upto 22nd March, 2010) 32. Bristlecone (UK) Limited
3. Mahindra First Choice Wheels Limited 33. Bristlecone India Limited
4. Mahindra USA Inc. 34. Bristlecone (Singapore) Pte. Limited
5. Mahindra Gujarat Tractor Limited 35. Bristlecone GmbH
6. Mahindra (China) Tractor Company Limited 36. Mahindra Renault Private Limited
7. Mahindra Shubhlabh Services Limited 37. Mahindra Navistar Automotives Limited
8. Mahindra & Mahindra South Africa (Proprietary) Limited 38. Stokes Group Limited
9. Mahindra Europe s.r.l. 39. Jensand Limited
10. Mahindra Engineering Services Limited 40. Stokes Forgings Limited
11. Mahindra Gears & Transmissions Private Limited (formerly 41. Stokes Forgings Dudley Limited
known as Mahindra SAR Transmission Private Limited) 42. Mahindra Engineering Services (Europe) Limited
12. Mahindra Overseas Investment Company (Mauritius) Limited 43. Mahindra Engineering GmbH (formerly known as Plexion
13. Mahindra-BT Investment Company (Mauritius) Limited Technologies GmbH)
14. Mahindra Intertrade Limited 44. Mahindra Technologies Inc. (upto 10th March, 2010)
15. Mahindra Steel Service Centre Limited 45. Mahindra Lifespace Developers Limited
16. Mahindra Middleeast Electrical Steel Service Centre (FZC) 46. Mahindra World City (Jaipur) Limited
17. Mahindra Consulting Engineers Limited 47. Mahindra World City Developers Limited
18. Mahindra Holidays & Resorts India Limited 48. Mahindra Infrastructure Developers Limited
19. Mahindra Holidays and Resorts USA Inc. 49. Mahindra Integrated Township Limited
20. NBS International Limited 50. Mahindra World City (Maharashtra) Limited
21. Mahindra Ugine Steel Company Limited 51. PT Tech Mahindra Indonesia (upto 22nd March, 2010)
22. Mahindra & Mahindra Financial Services Limited 52. Mahindra Forgings International Limited
23. Mahindra Insurance Brokers Limited 53. CanvasM Technologies Limited (upto 22nd March, 2010)
24. Tech Mahindra Limited (upto 22nd March, 2010) 54. CanvasM (Americas) Inc. (upto 22nd March, 2010)
25. Tech Mahindra (Americas) Inc. (upto 22nd March, 2010) 55. Mahindra Forgings Europe AG
26. Tech Mahindra GmbH (upto 22nd March, 2010) 56. Gesenkschmiede Schneider GmbH
27. Tech Mahindra (Singapore) Pte. Limited 57. JECO-Jellinghaus GmbH
(upto 22nd March, 2010) 58. Falkenroth Umformtechnik GmbH
28. Tech Mahindra (Thailand) Limited (upto 22nd March, 2010) 59. Mahindra Vehicle Manufacturers Limited
29. Tech Mahindra Foundation (upto 22nd March, 2010) 60. Schöneweiss & Co. GmbH

115
Sl. No. Name of the Company Sl. No. Name of the Company
61. MHR Hotel Management GmbH 87. Engines Engineering s.r.l.
62. Mahindra Forgings Limited 88. EFF Engineering s.r.l.
63. Mahindra Rural Housing Finance Limited 89. ID-EE s.r.l.
64. Mahindra Hotels and Residences India Limited
90. Mahindra Business & Consulting Services Private Limited
65. Mahindra Forgings Global Limited (formerly known as Mahindra IT Consulting Private Limited)
66. Bristlecone (Malaysia) SDN.BHD 91. Mahindra Automotive Australia Pty. Ltd.
67. Tech Mahindra (Malaysia) SDN.BHD (upto 22nd March, 2010) 92. Mahindra Two Wheelers Limited
68. Mahindra Castings Limited (formerly known as Mahindra
93. Mahindra United Football Club Private Limited
Castings Private Limited)
94. Defence Land Systems India Private Limited (formerly known
69. Knowledge Township Limited (formerly known as Mahindra
as Mahindra Defence Land Systems Private Limited)
Knowledge City Limited)
95. Mahindra Yeuda (Yancheng) Tractor Company Limited
70. Mahindra Holdings Limited
96. Venturbay Consultants Private Limited (upto 22nd March,
71. Mahindra Logistics Limited
2010)
72. Tech Mahindra (Beijing) IT Services Limited
97. Mahindra Metal One Steel Service Centre Limited
(upto 22nd March, 2010)
(w.e.f. 11th June, 2009)
73. Mahindra Navistar Engines Private Limited
98. Raigad Industrial & Business Park Limited
74. Mahindra Residential Developers Limited
(w.e.f. 18th June, 2009)
75. Mahindra Graphic Research Design s.r.l.
99. Retail Initiative Holdings Limited (w.e.f. 1st July, 2009)
76. Mahindra Aerospace Private Limited
100. Mahindra Retail Private Limited (w.e.f. 1st July, 2009)
77. Heritage Bird (M) SDN.BHD
101. Mahindra Technologies Services Inc. (w.e.f. 4th June, 2009)
78. Mahindra First Choice Services Limited
102. Tech Mahindra (Nigeria) Limited
79. Mahindra Bebanco Developers Limited
(from 18th August, 2009 to 22nd March, 2010)
80. Mahindra Gears Global Limited
103. Mahindra Punjab Tractors Private Limited
81. Mahindra Gears Cyprus Limited
(w.e.f. 9th October, 2009)
82. Mahindra Gears International Limited
104. Tech Mahindra Bahrain Limited S.P.C.
83. Metalcastello s.r.l. (formerly known as
(w.e.f. 3rd November, 2009 & upto 22nd March, 2010)
Mahindra Metalcastello s.r.l.)
105. Mahindra EcoNova Private Limited (w.e.f. 2nd January, 2010)
84. Industrial Township (Maharashtra) Limited (formerly known
106. Mahindra Conveyor Systems Private Limited
as Mahindra Industrial Township Limited)
(w.e.f. 4th January, 2010)
85. Metalcastello S.p.A (upto 31st December, 2009)
107. BAH Hotelanlagen AG (w.e.f. 11th January, 2010)
86. Crest Geartech Private Limited

(b) Other parties with whom transactions have taken place during the year.
(i) Associates :
Sl. No. Name of the Company Sl. No. Name of the Company
1. Mahindra Composites Limited 5. Swaraj Automotives Limited
2. Mahindra Construction Company Limited 6. Swaraj Engines Limited
3. Owens Cornings (India) Limited 7. Mahindra Water Utilities Limited
4. Satyam Computer Services Limited (from 5th May, 2009 to
22nd March, 2010)
(ii) Joint Venture :
Sl. No. Name of the Company
1. Mahindra Sona Limited
2. Tech Mahindra Limited (w.e.f 23rd March, 2010)
(iii) Key Management Personnel :
Vice Chairman and Managing Director ................................... Mr. Anand Mahindra
Executive Directors ................................................................... Mr. B.N. Doshi
Mr. A.K. Nanda
(iv) Welfare Funds :

Sl. No. Name of the Fund


1. Mahindra World School Education Trust
2. M&M Benefit Trust
3. M&M Employee’s Welfare Fund
4. M&M Employee’s Farm Equipment Sector Employee’s Welfare Fund

116
MAHINDRA & MAHINDRA LIMITED

(c) The related party transactions are as under :


Rupees crores
Sl. No. Nature of Transactions Subsidiaries Associate Joint Key Management Welfare
Companies Ventures Personnel Funds
1. Purchases :
Goods .............................................................. 9,65.63 3,08.90 84.60 — —
(6,58.26) (1,58.49) (66.72) (—) (—)
Fixed Assets ..................................................... 14.34 — — — —
(7.41) (—) (—) (—) (—)
Services ............................................................ 6,25.67 0.04 — — —
(3,34.45) (—) (—) (—) (—)
2. Sales :
Goods .............................................................. 5,41.53 1.31 — — —
(4,09.72) (1.22) (—) (—) (—)
Fixed Assets ..................................................... 2.10 — — — —
(8.19) (0.16) (—) (—) (—)
Services ............................................................ 1,03.93 0.55 0.05 — —
(1,25.00) (4.96) (0.05) (—) (—)
3. Investments :
Purchase/Subscribed ........................................ 4,34.66 — — — —
(10,04.39) (—) (—) (—) (0.01)
Sales/Redemption ............................................ 39.99 — — — —
(28.75) (—) (—) (—) (—)
4. Deputation of Personnel :
From Related Parties ........................................ 0.23 — — — —
(1.59) (—) (—) (—) (—)
To Related Parties ............................................ 10.98 4.15 — — —
(17.35) (0.52) (—) (—) (—)
5. Write off of Receivables .................................. 2.20 — — — —
(—) (—) (—) (—) (—)
6. Write Back of Provision for doubtful
debts/advances ................................................ 19.52 — — — —
(—) (—) (—) (—) (—)
7. Provision for doubtful debts/advances ............ — — — — 10.00
(19.52) (—) (—) (—) (—)
8. Managerial Remuneration ............................... — — — 6.56 —
(—) (—) (—) (5.15) (—)
9. Stock Options .................................................. — — — 0.05 —
(—) (—) (—) (0.07) (—)
10. Finance :
Inter Corporate Deposits given ........................ 4,22.24 — — — —
(6,19.59) (—) (—) (—) (—)
Inter Corporate Deposits refunded by parties . 2,88.41 — — — —
(2,99.61) (—) (—) (—) (—)
Inter Corporate Deposits taken ....................... — — — — —
(5.00) (—) (—) (—) (—)

117
Rupees crores
Sl. No. Nature of Transactions Subsidiaries Associate Joint Key Management Welfare
Companies Ventures Personnel Funds

Inter Corporate Deposits refunded to parties . — — — — —


(5.00) (—) (—) (—) (—)
Interest received .............................................. 54.31 0.46 — — —
(24.19) (1.85) (—) (—) (—)
Interest Paid ..................................................... 0.44 — — — —
(1.47) (—) (—) (—) (—)
Dividend received ............................................ 83.29 2.60 1.31 — —
(1,31.83) (0.28) (0.98) (—) (—)
Security Deposits Paid ..................................... 0.81 — — — —
(—) (—) (—) (—) (—)
Security Deposits Refunded ............................. 0.66 — — — —
(—) (—) (—) (—) (—)
11. Issue of Ordinary (Equity) Shares .................... — — — — —
(—) (—) (—) (—) (14,59.76)
12. Dividends Distributed ...................................... — — — 0.45 26.86
(—) (—) (—) (0.52) (1.05)
13. Guarantees & Collaterals given ....................... 1,67.99 — — — —
(1,19.58) (—) (—) (—) (—)
14. Other Transactions :
Other Income .................................................. 9.64 0.29 — — 25.91
(10.88) (0.28) (—) (—) (—)
Other Expenses ................................................ 20.60 — — — —
(17.71) (—) (—) (—) (—)
Reimbursements received from parties ........... 1,10.16 1.04 0.03 — —
(2,01.55) (0.02) (0.03) (—) (—)
Reimbursements made to parties .................... 87.44 0.02 — — —
(1,29.43) (0.02) (—) (—) (—)
Advance Given ................................................. 8.49 — — — 7.00
(5.74) (—) (—) (—) (15.00)
Advance Received ............................................ 1.00 — — — —
(—) (—) (—) (—) (—)
15. Outstandings :
Payable ............................................................ 1,73.25 1.36 7.61 3.10 —
(1,24.62) (3.26) (11.20) (2.21) (—)
Receivable ........................................................ 3,49.13 2.72 0.01 — 22.00
(1,38.46) (12.31) (0.01) (—) (15.00)
Debenture issued by parties ............................ 50.00 — — — —
(45.00) (—) (—) (—) (—)
Inter Corporate Deposits given ........................ 5,14.72 4.59 — — —
(4,00.78) (4.59) (—) (—) (—)
Guarantees & Collaterals given ....................... 2,86.91 — — — —
(1,63.67) (—) (—) (—) (—)
Security Deposit Paid ....................................... 5.79 — — — —
(5.03) (—) (—) (—) (—)
Security Deposit Received ................................ 1.85 — — — —
(2.51) (—) (—) (—) (—)
16. Provision for doubtful debts/advances ............ 5.99 6.69 — — 10.00
(25.51) (6.69) (—) (—) (—)
Previous year’s figures are given in brackets.

118
MAHINDRA & MAHINDRA LIMITED

The significant related party transactions are as under :


Rupees crores
Sl. Associate
No. Nature of Transactions Subsidiaries Amount Companies Amount Joint Ventures Amount
1. Purchase – Goods Mahindra Intertrade 1,60.19 Swaraj Engines 2,94.63 Mahindra Sona 84.60
Limited (1,24.93) Limited (1,50.60) Limited (66.72)

Mahindra Ugine Steel 3,84.61


Company Limited (3,08.92)

Mahindra Forgings 1,11.14


Limited (77.32)
Mahindra Vehicle 1,08.60
Manufacturers Limited (—)

2. Purchase – Services Mahindra Logistics 5,13.81 Satyam Computer 0.04


Limited (2,37.42) Services Limited (—)

Mahindra Engineering —
Services Limited (44.05)

3. Sale – Goods Mahindra USA Inc. 1,35.45 Swaraj Engines 1.31


(1,05.37) Limited (1.22)
Mahindra Navistar 1,48.28
Automotives Limited (92.61)
Mahindra & Mahindra 65.76
South Africa (58.22)
(Proprietary) Limited
NBS International Limited 79.12
(64.89)
4. Sale – Services Mahindra Navistar 43.90 Owens Corning 0.47 Mahindra 0.05
Automotives Limited (34.37) (India) Limited (3.21) Sona Limited (0.05)

Mahindra Renault 44.38 Satyam Computer 0.07


Private Limited (76.27) Services Limited (—)
Swaraj Engines —
Limited (1.43)
5. Investments –
Purchase Mahindra Navistar 43.69
Automotives Limited (1,12.97)
Mahindra Vehicle 1,00.00
Manufacturers Limited (3,60.20)

Mahindra Overseas 65.82


Investment Company (1,09.43)
(Mauritius) Limited

Mahindra Forgings 55.83


Limited (—)

Mahindra Navistar 62.98


Engines Private Limited (—)

Mahindra Gears —
International Limited (1,53.14)
Mahindra Two —
Wheelers Limited (1,17.99)

119
Rupees crores
Sl. Associate
No. Nature of Transactions Subsidiaries Amount Companies Amount Joint Ventures Amount
6. Investments – Sale Tech Mahindra Limited 5.71
(—)
Mahindra Intertrade Limited 14.27
(—)
7. Investments – Mahindra & Mahindra 20.00
Redemption Financial Services Limited (10.00)

Mahindra Intertrade Limited —


(18.75)
8. Advances Given Mahindra Integrated 5.39
Township Limited (—)

Defence Land Systems 2.73


India Private Limited (—)

Mahindra Ugine —
Steel Company Limited (2.13)

Mahindra Automotive —
Australia Pty. Ltd. (3.57)

9. Inter Corporate Deposits Mahindra Overseas 62.38


given Investment Company (—)
(Mauritius) Limited

Mahindra Forgings 56.50


Limited (—)

Mahindra Vehicle 2,05.00


Manufacturers Limited (1,00.00)

Mahindra Two Wheelers —


Limited (1,02.00)

Mahindra & Mahindra —


Financial Services Limited (1,85.00)

10. Inter Corporate Deposits Mahindra Forgings 1,00.50


refunded by parties Limited (—)

Mahindra Vehicle 75.00


Manufacturers Limited (—)

Mahindra Castings Limited 38.00


(—)
Mahindra & Mahindra —
Financial Services Limited (1,70.00)

Mahindra Engineering —
Services Limited (40.00)

Mahindra Two —
Wheelers Limited (67.00)

11. Guarantees given Mahindra USA Inc. 94.42


(—)
Mahindra Forgings 73.57
Limited (—)
Mahindra Renault —
Private Limited (1,19.58)

Previous year’s figures are given in brackets.

120
MAHINDRA & MAHINDRA LIMITED

30. Joint Venture Disclosure


(i) Jointly Controlled Entities by the Company :
Name of the Entity Country of Incorporation % Holding
a) Tech Mahindra Limited (w.e.f. 23rd March, 2010) India 43.99 %
b) Mahindra Sona Limited India 29.77 %
c) PSL Erickson Limited India 18.06 %

(ii) Interests in the Assets, Liabilities, Income and Expenses with respect to Jointly Controlled Entities.
Rupees crores

2010 2009

I ASSETS

1 Fixed Assets ...................................................................................................... 415.17 8.03


2 Investments………………………………………………………................ ....... . 1,326.13 0.05
3 Current Assets, Loans and Advances
(a) Inventories ............................................................................................... 7.26 4.59
(b) Sundry Debtors ........................................................................................ 469.43 10.22
(c) Cash and Bank Balances .......................................................................... 100.83 3.40
(d) Loans and Advances ................................................................................ 297.02 1.23
4 Deferred Tax – Net ........................................................................................... 12.14 0.25
II LIABILITIES
1 Loan Funds
(a) Secured Loans .......................................................................................... 330.24 0.82
(b) Unsecured Loans ..................................................................................... 271.51 —
2 Current Liabilities and Provisions
(a) Liabilities .................................................................................................. 267.61 6.14
(b) Provisions ................................................................................................. 124.78 1.62
3 Deferred Revenue ............................................................................................. 337.71 —
III INCOME
1 Sales ................................................................................................................. 109.61 44.57
2 Other Income ................................................................................................... 4.60 2.21
IV EXPENSES
1 Raw Materials, Finished and Semi Finished Products ...................................... 34.65 26.73
2 Excise Duties .................................................................................................... 3.83 4.09
3 Manufacturing, Selling Expenses, etc. ............................................................. 54.11 9.34
4 Depreciation/Amortisation ............................................................................... 2.69 0.76
5 Provision for Taxation ...................................................................................... 4.85 2.20
V OTHER MATTERS
1 Contingent Liabilities ....................................................................................... 59.50 3.90
2 Capital Commitments ...................................................................................... 118.01 0.29

31. Additional information pursuant to the provisions of paragraphs 3(i)(a) and (ii), 4C and 4D of Part II of Schedule VI to the Companies Act, 1956
- See Schedule XVI. Previous year’s figures are indicated below the current year’s figures.
32. Additional information pursuant to the provisions of Part IV of Schedule VI to the Companies Act, 1956 - See Schedule XVII.
33. Previous year’s figures have been regrouped/restated wherever necessary.

121
SCHEDULE XV
Computation of Net Profit in accordance with Section 309(5) of the Companies Act, 1956 for the year ended 31st March, 2010

Rupees crores

2010 2009

Profit before Taxation as per Profit and Loss Account ..................................................... 2,846.75 1,036.47
Add : Profit of Mahindra Holdings and Finance Limited
for the period 1st February, 2008 to 31st March, 2008 ........................................ — 41.74
: Depreciation/Amortisation charged in the Accounts ............................................ 370.78 291.51
: Directors’ Remuneration including Directors’ fees ................................................ 8.19 6.29
: Provision for doubtful debts and advances (Net) ................................................. 51.02 31.44
: Loss on sale, etc. of Fixed Assets (Net) ................................................................. 20.83 1.19
: Net reduction in the fair value of current investments ......................................... (0.26) (1.57)

450.56 370.60
3,297.31 1,407.07
Less : Depreciation under Section 350 of the Companies Act, 1956 ............................ 290.09 233.97
: Amortisation of Intangibles ................................................................................... 49.23 31.14
: Profit on sale of Investments (Net) ....................................................................... 101.15 53.22
: Loss on sale of Assets as per Section 349 of the Companies Act, 1956 (Net) .... 2.80 2.22
: Surplus on transfer of Logistics Division ............................................................... — 10.27
443.27 330.82

Total...... 2,854.04 1,076.25

Commission payable to the wholetime Directors restricted to ............................. 3.09 2.20

Commission payable to the non-wholetime Directors restricted to ..................... 1.44 0.96

122
SCHEDULE XVI
Additional Information pursuant to the Provisions of Paragraphs 3 (i)(a) and (ii), 4C and 4D, of Part II of Schedule VI to the Companies Act, 1956.
(A) PARTICULARS IN RESPECT OF GOODS MANUFACTURED :

Sl. No. Class of Goods Unit of Licenced Installed Actual Opening Stock Closing Stock Sales
Measurement Capacity per Capacity Production
annum per annum [Notes (ii)
[Note (i)] [Note (i)] & (iii)(a)] Quantity Value Quantity Value Quantity Value
Rupees crores Rupees crores Rupees crores
1. a. On Road Automobiles having four or more wheels
such as light, medium and heavy commercial
vehicles, jeep type vehicles and passenger cars
covered under sub heading (5) of Heading (7)
of First Schedule Nos. 3,60,000 3,04,000 2,33,533 2,937 108.11 4,365 155.98 2,31,703 10,721.10
2,76,000 2,50,000 1,58,715 5,826 256.52 2,937 108.11 1,61,189 7,646.72
b. Three Wheelers Nos. 66,000 60,000 45,717 1,205 13.89 1,525 15.14 45,360 530.15
1,11,000 72,000 43,278 2,753 29.28 1,205 13.89 44,806 517.68
2. a. Agricultural Tractors [Note (iv) below] Nos. 2,29,000 2,33,000 1,71,550 8,671 232.77 6,963 191.11 1,73,217 6,408.61
2,14,000 2,33,000 1,17,847 9,438 254.16 8,671 232.77 1,18,565 4,333.56
b. Tractor Skids These are 1,726 23 1.66 98 4.27 1,647 92.06
manufactured 1,251 168 6.61 23 1.66 1,386 65.35
against spare
capacity under
2(a)
3. Manufactured and Purchased Parts and Accessories
for sale [Notes (iii)(a) and (b) below] Nos. These are 4,91,260 - 91.53 - 90.01 - 888.16
manufactured 4,27,952 - 94.97 - 91.53 - 621.08
against spare
capacity under
1 and 2 above
4. Internal Combustion Piston Engines Nos. 1,75,000 1,75,000 1,68,683 1,361 10.08 1,225 9.49 11,179 106.66
1,75,000 1,50,000 1,18,036 1,162 8.15 1,361 10.08 9,034 89.25
5. Diesel Genset Nos. 24,000 Assembly 21,751 159 2.96 114 1.83 21,796 451.78
24,000 at 3rd Party 26,227 115 2.04 159 2.96 26,183 592.15
Locations
6. Engines Nos. These are 26,144 385 2.17 903 3.43 25,626 246.15
manufactured 25,904 439 2.79 385 2.17 25,958 248.41
against spare
capacity
under 2(a)
7. Forklifts Nos. 300 300 110 6 0.41 2 0.13 113 8.24
300 300 46 7 0.51 6 0.41 46 3.52
8. Harvester Combines Nos. 300 300 324 1 0.11 23 2.73 302 42.41
300 300 136 2 0.25 1 0.11 137 16.47
9. Others 0.03 0.17 10.04
0.01 0.03 4.42
10. Export benefits 18.97
26.99
Total ........ 19,524.33
14,165.60

Notes :
(i) (a) The installed capacity has been certified by President/Chief Executives, which the auditors have relied on without verification as this is a technical matter.
(b) The licensed capacities include/represent, as the case may be, registrations granted and Industrial Entrepreneur Memorandum filed with, and duly acknowledged by, the Government pursuant to the
schemes of de-licensing [Also see note (iv) below].
(c) Within the overall licensed capacity in item 1 above, the Company is permitted to manufacture for outside sale 10,000 petrol/diesel engines and 4,000 tonnes grey iron castings.
(d) Bullet proof work and fabrication on base vehicles has been carried out at third party facilities. Nil (2009 : 110) Vehicles were produced and sold using such third party facilities and are included in
item (A) 1(a).
(e) The installed capacity mentioned against item no. (A) 1(a) above includes 48,000 (2009 : 48,000) for production of vehicles for third parties.
(ii) Actual Production includes production for captive consumption.
(iii) (a) The actual production disclosed against manufactured components/sub-assemblies/steel blanks is the number of such components transferred during the year to the Marketing Unit/Spare Parts Stores
for sale or sold otherwise.
(b) The Opening and Closing Stocks and Sales of goods shown under item 3 above consist of manufactured and purchased parts. The bifurcation of stocks/sales into manufactured and bought-out parts
is not practicable.
(iv) Licenced capacity in respect of Agricultural Tractor includes a Letter of Intent from the Government of India for expansion of the manufacturing capacity from 25,000 to 60,000 tractors at Mumbai subject
to fulfillment of conditions mentioned therein; an Industrial Licence will be issued on fulfillment of the conditions mentioned in the Letter of Intent.
MAHINDRA & MAHINDRA LIMITED

123
SCHEDULE XVI (Contd.)
(B) PARTICULARS IN RESPECT OF GOODS TRADED :

Purchases Opening Stock Closing Stock Sales

Sl. Unit of
No. Class of Goods Measurement Quantity Value Quantity Value Quantity Value Quantity Value

Rupees Rupees Rupees Rupees


crores crores crores crores

1. Tractors .............................................. Nos. 317 9.00 50 1.75 35 1.24 332 12.47


269 7.29 36 1.13 50 1.75 251 8.90
2. Agricultural Implements .................... Nos. 10,168 57.35 436 5.98 865 9.41 9,739 69.34
6,178 41.47 2,230 3.62 436 5.98 7,972 50.32
3. Four Wheelers ................................... Nos. 5,272 151.40 — — 211 5.01 5,056 149.16
693 27.41 — — — — 693 31.20
4. Bought-out Spares for Resale
[Note (iii)(b) to item “A”] ................... 375.64 — — —
263.96 — — —
5. Diesel Genset & Genset Engines ....... Nos. 1,523 18.61 68 0.34 166 1.33 589 17.93
277 3.09 — — 68 0.34 209 3.16
6. Others ............................................... 49.05 0.02 0.10 58.83
2.93 — 0.02 9.23
Total ............... 661.05 8.09 17.09 307.73
346.15 4.75 8.09 102.81

Note (iv) to item (A).

(C) PARTICULARS OF RAW MATERIALS AND COMPONENTS CONSUMED :

Sl. Unit of Value


No. Description Measurement Quantity Rupees crores

}
1. Steel Items (Sheets, Tubes, etc.) Nos. 1,13,459
89,522 274.13
Metric Tonnes 48,042 191.00
32,290
2. Aluminium Sections and Other Aluminium Items Kgs. 38,801 0.47
10,339 0.14

3. Other Metals (Steel Shots, Lead, Tin, etc.) Metric Tonnes 120 0.45

}
119 0.56
4. Paints Nos. 8,75,017
7,49,035
Metres 2,58,903
1,83,583 96.11
Kgs. 26,35,185 72.85
19,36,747
Litres 47,30,889
35,76,788
5. Steel Scrap Metric Tonnes 8,891 17.24
7,898 19.83

124
MAHINDRA & MAHINDRA LIMITED

SCHEDULE XVI (Contd.)


(C) PARTICULARS OF RAW MATERIALS AND COMPONENTS CONSUMED (Contd.) :
MATERIALS

Sl. Unit of Value


No. Description Measurement Quantity Rupees crores

6. Pig Iron ....................................................................................................................... Metric Tonnes 11,157 23.64

}
8,880 25.42
7. Miscellaneous Foundry Materials ................................................................................ Nos. 19,28,687
15,45,939
Metric Tonnes 14,396 16.59
12,585 16.32
Litres 4,42,660
3,36,844
8. Other Materials (Direct Stores, Patterns, Oils, etc.) ..................................................... Not practicable to *102.76
give quantitative details *78.19

9. Tyres and Tubes ........................................................................................................... Nos. *35,45,832 *664.70


*27,31,682 *473.90
10. Components other than Tyres and Tubes (including processing charges) .................. *10,091.32
*7,593.08
11. Material handling and transportation charges, etc. incurred on the above
items not separately allocable ..................................................................................... 408.15
300.50

Total..... 11,695.56
8,771.79

* Includes items used for other than production, amounts not ascertained.
Notes :
(i) The consumption in value has been ascertained on the basis of opening stock plus purchases less closing stock and includes the adjustment of
excesses and shortages as ascertained on physical count and write-off of obsolete and unserviceable raw materials and components.
(ii) The consumption in value shown against item 10 is a balancing figure based on the total consumption shown in the Profit and Loss Account.

(D) VALUE OF IMPORTS ON C.I.F. BASIS ACCOUNTED FOR DURING THE YEAR :
Rupees crores
2010 2009
1. Raw Materials ..................................................................................................... 1.17 0.65
2. Components, Spare Parts, etc. ............................................................................ 225.86 153.81
3. Capital Goods ..................................................................................................... 98.61 81.48
4. Items imported for Resale ................................................................................... 27.01 13.77

Total ...... 352.65 249.71

Notes :
(i) Credits, if any, recoverable in respect of short landings, etc. are not considered.
(ii) The value of imports shown above includes :
(a) Imports on C&F basis as per suppliers’ invoices Rs. 12.55 crores (2009 : Rs.4.82 crores)
(b) Imports on ‘cost’ basis Rs. 203.09 crores (2009 : Rs. 163.52 crores)

125
SCHEDULE XVI (Contd.)

(E) EXPENDITURE IN FOREIGN CURRENCIES (SUBJECT TO DEDUCTION OF TAX WHERE APPLICABLE) :


Rupees crores
2010 2009
1. Professional and Consultancy Fees [including Rs. 0.89 crores (2009 : Rs. 6.35 crores) capitalised] 34.82 43.35
2. Commission on Exports .................................................................................................................... 1.21 0.84
3. Interest & Commitment charges ....................................................................................................... 42.85 55.31
4. Others ............................................................................................................................................... 69.68 70.32
Total..... 148.56 169.82

Notes :
(1) Fee for use of technology, development expenditure and software expenditure [refer to in Note 1 (C)] :
(a) written off during the year Rs. 9.17 crores (2009 : Rs. 8.91 crores); and
(b) amount remitted during the year Rs. 76.18 crores (2009 : Rs. 59.81 crores) net of tax deducted at source of Rs. 5.92 crores
(2009 : Rs. 6.11 crores) are not included in the above figures.

(F) REMITTANCE IN FOREIGN CURRENCY ON ACCOUNT OF DIVIDENDS TO NON-RESIDENT SHAREHOLDERS :


Number of Amount remitted Dividend relating to

Shareholders Equity shares

2010 : 1 120 * Year ended 31st March, 2009

2009 : 1 120 * Year ended 31st March, 2008

(G) EARNINGS IN FOREIGN EXCHANGE :


Rupees crores
2010 2009
1. Export of goods on F.O.B. basis .................................................................................. 719.37 632.36
2. Interest ........................................................................................................................ 9.60 14.74
3. Others (freight, etc.) ................................................................................................... 32.47 44.15
Total..... 761.44 691.25

Notes :
F.O.B. value of exports includes local sales which qualify for export benefits and for which payment is receivable in foreign currency and local/export
sales under rupee credit which qualify for export benefits.

(H) VALUE OF IMPORTED AND INDIGENOUS CONSUMPTION :


^Raw Materials and Components
Rupees crores %
1. Imported .......................................................................................................... 177.61 1.52
121.97 1.39
2. Indigenously obtained ..................................................................................... 11,517.95 98.48
8,649.82 98.61
Total..... 11,695.56 100.00
8,771.79 100.00
^ Includes items used for other than production, amount not ascertained.

Notes :
(1) Items purchased through canalising agencies have been considered as imported.
(2) See Note (i) to item (C).
(3) In giving the above information the Company has taken the view that spares and components as referred to in paragraph 4 (D)(c) of Part II of
Schedule VI covers only such items as go directly into production.
* denotes amounts less than Rs. 50,000

126
MAHINDRA & MAHINDRA LIMITED

SCHEDULE XVII
ADDITIONAL INFORMATION PURSUANT TO THE PROVISIONS OF PART IV OF SCHEDULE VI TO THE COMPANIES ACT, 1956.
Balance Sheet Abstract & Company’s General Business Profile :
I. Registration Details :
Registration No. 4 5 5 8 State Code 1 1
Balance Sheet Date 3 1 0 3 2 0 1 0
Date Month Year

II. Capital raised during the Year (Amount in Rs. Thousands) :


Public Issue Rights Issue

N I L N I L
Bonus Issue Private Placement
N I L 1 0 0 0 0
III. Position of Mobilisation and Deployment of Funds (Amount in Rs. Thousands) :
Total Liabilities including Shareholders’ Funds Total Assets
1 6 3 2 9 4 2 2 4 1 6 3 2 9 4 2 2 4

Sources of Funds :
Paid-up Capital Reserves & Surplus

2 8 2 9 5 3 9 7 5 4 3 8 2 8 3
Secured Loans Unsecured Loans
6 0 2 4 4 9 7 2 2 7 7 7 0 1 1

Deferred Tax Liability (Net) Foreign Currency Monetary Item Translation Difference Account

2 4 0 3 2 6 6 3 4 5 5 8
Application of Funds :
Net Fixed Assets Foreign Currency Monetary Item Translation Difference Account
3 7 0 2 7 1 8 1 —

Investments Deferred Tax Asset (Net)


6 3 9 8 0 1 5 1 —
Miscellaneous Expenditure Net Current Assets
4 1 1 8 1 8 4 5 8 6 4 1
IV. Performance of Company (Amount in Rs. Thousands) :
Turnover (Sales & Other Income)★ Total Expenditure

2 0 8 1 5 2 5 3 5 1 7 9 6 8 5 0 5 6

+ - Profit/Loss Before Tax + - Profit/Loss After Tax


 2 8 4 6 7 4 7 9  2 0 8 7 7 4 7 9

Earnings per Share in Rupees ▲


Basic Diluted Dividend Rate %
37.97 35.61 1 9 0
(Refer Note 24)

127
SCHEDULE XVII (Contd.)

V. Generic Names of Three Principal Products/Services of Company (as per monetary terms) :
Item Code No. (ITC Code) 8 7 0 1
Product Description Tractors
Item Code No. (ITC Code) 8 7 0 2
Product Description Motor Vehicles for the transport of more than six persons, excluding the driver
Item Code No. (ITC Code) 8 7 0 3
Product Description Other motor vehicles principally designed for the transport of persons
★ after considering interest income and exceptional items.
▲ computed on the basis of, the weighted average number of shares outstanding during the year.

Signatures to Schedules I to XVII

M. M. Murugappan Keshub Mahindra Chairman

}
N. Vaghul
R. K. Kulkarni Anand G. Mahindra Vice Chairman & Managing Director
A. S. Ganguly
A. P. Puri Directors Bharat Doshi
Executive Director
N. B. Godrej
A. K. Dasgupta
Deepak S. Parekh Narayan Shankar Company Secretary

Mumbai, 29th May, 2010

128
MAHINDRA & MAHINDRA LIMITED

Statement pursuant to Section 212 of the Companies Act, 1956, relating to subsidiary companies
Number of The net aggregate of profits/(losses) of the
Shares in the Subsidiary Companies so far as they concern the members of
Subsidiary Mahindra & Mahindra Limited
Company held
by Mahindra & Mahindra For Current Financial Year For Previous Financial Years
Name of the Subsidiary Companies Limited at the Dealt with in Not dealt Dealt with in Not dealt
financial year the accounts with in the the accounts with in the
ending date of Mahindra & accounts of of Mahindra & accounts of
Mahindra Mahindra & Mahindra Mahindra &
Limited for Mahindra Limited for Mahindra
the year Limited for the year Limited for
st st
Equity Extent ended 31 the year ended 31 the year
of March, 2010 ended 31st March, 2010 ended 31st
holding March, 2010 March, 2010
Nos. % Rupees crores Rupees crores Rupees crores Rupees crores
Mahindra Engineering and Chemical Products Limited 53,98,462 100.00% - 6.53 1.89 72.43
• Retail Initiative Holdings Limited ......................... - 100.00% - (0.02) - -
 Mahindra Retail Private Limited .......................... - 78.91% - (25.43) - -
• Mahindra Conveyor Systems Private Limited ...... - 100.00% * - -
Mahindra Intertrade Limited ................................... 2,71,00,006 100.00% - 51.07 12.45 115.95
@ Mahindra MiddleEast Electrical Steel Service
Centre (FZC) ........................................................ - 90.00% - 3.14 - 15.54
@ Mahindra Steel Service Centre Limited ........... … - 61.00% - 2.20 0.52 9.51
@ Mahindra Metal One Steel Service Centre Limited - 100.00% - (0.12) - -
Mahindra Consulting Engineers Limited ................. 5,10,000 51.00% - 0.49 0.18 1.15
Mahindra Holidays and Resorts India Limited ........ 6,99,85,642 #83.09% - 97.91 22.01 140.63
+ MHR Hotel Management GmbH ......................... - #62.32% - 0.07 - (0.02)
+ Mahindra Holidays & Resorts USA Inc ................ - #83.09% - 0.71 - (0.28)
+ Mahindra Hotels and Residences India Limited .. - #83.09% - * - (0.01)
+ Heritage Bird (M) SDN.BHD ................................ - #83.09% - (0.12) - (0.09)
+ BAH Hotelanlagen AG ......................................... - #82.20% - 0.69 - -
NBS International Limited ....................................... 50,490 100.00% - (0.18) - 0.63
Mahindra Ugine Steel Company Limited ................ 1,64,66,789 50.69% - 2.36 - 84.41
Mahindra Holdings Limited .................................... 2,25,49,999 100.00% - 6.02 - (1.12)
E Mahindra United Football Club Private Limited .. - 100.00% - * - *
E Mahindra Punjab Tractors Private Limited ........... - 100.00% - * - -
Mahindra Lifespace Developers Limited .................. 2,08,46,126 51.08% - 40.55 6.26 55.80
 Mahindra Infrastructure Developers Limited ....... - 40.87% - 0.11 - 0.21
 Mahindra World City Developers Limited ........... - 42.21% - 4.62 - 14.58
 Mahindra World City (Jaipur) Limited ................. - 37.80% - 2.98 - 0.81
 Mahindra Integrated Township Limited .............. - 48.74% - (2.16) - (0.09)
 Mahindra Residential Developers Limited ........... - 24.85% - (0.95) - (0.16)
 Mahindra World City (Maharashtra) Limited ...... - 51.08% - * - (0.04)
 Knowledge Township Limited (formerly known as
Mahindra Knowledge City Limited) ..................... - 51.08% - (0.01) - (0.19)
 Mahindra Bebanco Developers Limited ............... - 35.76% - * - (0.11)
 Raigad Industrial & Business Park Limited .......... - 51.08 - (0.03) - -

* denotes amounts less than Rs. 50,000

129
Statement pursuant to Section 212 of the Companies Act, 1956, relating to subsidiary companies
Number of The net aggregate of profits/(losses) of the
Shares in the Subsidiary Companies so far as they concern the members of
Subsidiary Mahindra & Mahindra Limited
Company held
by Mahindra & Mahindra For Current Financial Year For Previous Financial Years
Name of the Subsidiary Companies Limited at the Dealt with in Not dealt Dealt with in Not dealt
financial year the accounts with in the the accounts with in the
ending date of Mahindra & accounts of of Mahindra & accounts of
Mahindra Mahindra & Mahindra Mahindra &
Limited for Mahindra Limited for Mahindra
the year Limited for the year Limited for
Equity Extent ended 31st the year ended 31st the year
of March, 2010 ended 31st March, 2010 ended 31st
holding March, 2010 March, 2010
Nos. % Rupees crores Rupees crores Rupees crores Rupees crores
 Industrial Township (Maharashtra) Limited (formerly
known as Mahindra Industrial Township Limited) . - 51.08% - (0.02) - (0.03)
Mahindra & Mahindra Financial Services Limited ... 5,82,41,532 #60.10% - 205.97 32.03 363.29
 Mahindra Insurance Brokers Limited ................... - #60.10% - 6.65 - 5.89
 Mahindra Rural Housing Finance Limited ........... - #52.59% - 1.15 - (0.73)
 Mahindra Business & Consulting Services Private
Limited (formerly known as Mahindra IT
Consulting Private Limited) ................................. - #60.10% - 0.08 - *
Bristlecone Limited .................................................. 42,22,250 81.97% - (5.92) - (10.57)
 Bristlecone Inc ..................................................... - 81.97% - (10.59) - (28.75)
 Bristlecone India Limited ..................................... - 81.97% - 0.51 - 12.31
 Bristlecone (Singapore) Pte. Limited ................... - 81.97% - (1.51) - (2.18)
 Bristlecone GmbH ............................................... - 81.97% - 0.03 - (0.04)
 Bristlecone UK Limited ........................................ - 81.97% - (2.84) - (11.09)
 Bristlecone (Malaysia) SDN.BHD .......................... - 81.97% - (0.17) - 0.67
Mahindra First Choice Wheels Limited ................... 3,47,77,255 #53.31% - (4.65) - (34.60)
Mahindra USA Inc. ................................................. 14,00,00,000 100.00% - (38.16) - (8.90)
Mahindra Gujarat Tractor Limited ........................... 16,83,218 60.00% - 1.81 - (16.87)
Mahindra Shubhlabh Services Limited .................... 2,46,81,437 83.05% - 0.45 - (21.98)
Mahindra & Mahindra South Africa (Proprietary)
Limited .................................................................... 5,20,00,000 100.00% - 1.62 - (15.50)
Mahindra Overseas Investment Company (Mauritius)
Limited .................................................................... 5,87,95,000 100.00% - (3.26) - (4.78)
 Mahindra (China) Tractor Company Limited ....... - 85.90% - (12.11) - (55.58)
 Mahindra-BT Investment Company (Mauritius)
Limited ................................................................ - 57.00% - 42.61 - 7.47
 Mahindra Europe s.r.l. ......................................... - 80.00% - 0.58 - 2.20
 Mahindra Graphic Research Design s.r.l ............. - 100.00% - (5.05) - (2.48)
 Mahindra Yeuda (Yancheng) Tractor Company
Limited ................................................................ - 51.00% - (5.65) - (1.44)
Mahindra Gears & Transmissions Private Limited
(formerly known as Mahindra SAR Transmission
Private Limited) ....................................................... 40,30,806 53.34% - 0.71 0.76 1.24

* denotes amounts less than Rs. 50,000

130
MAHINDRA & MAHINDRA LIMITED

Statement pursuant to Section 212 of the Companies Act, 1956, relating to subsidiary companies
Number of The net aggregate of profits/(losses) of the
Shares in the Subsidiary Companies so far as they concern the members of
Subsidiary Mahindra & Mahindra Limited
Company held
by Mahindra & Mahindra For Current Financial Year For Previous Financial Years
Name of the Subsidiary Companies Limited at the Dealt with in Not dealt Dealt with in Not dealt
financial year the accounts with in the the accounts with in the
ending date of Mahindra & accounts of of Mahindra & accounts of
Mahindra Mahindra & Mahindra Mahindra &
Limited for Mahindra Limited for Mahindra
the year Limited for the year Limited for
Equity Extent ended 31st the year ended 31st the year
of March, 2010 ended 31st March, 2010 ended 31st
holding March, 2010 March, 2010
Nos. % Rupees crores Rupees crores Rupees crores Rupees crores
Mahindra Engineering Services Limited .................. 81,26,218 100.00% - 28.26 5.85 55.18
Mahindra Engineering Services (Europe) Limited - 100.00% - 0.18 - 6.54
Mahindra Engineering GmbH (formerly known
as Plexion Technologies GmbH) .......................... - 100.00% - (0.79) - (0.28)
Mahindra Technologies Services Inc .................... - 100.00% - 0.35 - -
Engines Engineering s.r.l ...................................... - 70.00% - (2.48) - (1.05)
¥ EFF Engineering s.r.l ............................................ - 35.70% - * - 0.02
¥ ID-EE s.r.l ............................................................. - 49.00% - (0.04) - (0.09)
Mahindra Forgings Limited ..................................... 4,45,26,339 50.68% - (48.02) - (28.17)
£ Stokes Group Limited ............................................ - 50.64% - (15.93) - (27.77)

Stokes Forgings Dudley Limited ........................... - 50.64% - - - 0.62

Jensand Limited ................................................... - 50.64% - - - (0.27)

Stokes Forgings Limited ....................................... - 50.64% - - - (4.14)
£ Mahindra Forgings Global Limited ........................ - 50.68% - (0.06) - (1.88)
## Schöneweiss & Co. GmbH ................................. - 50.68% - (19.72) - 10.91
£ Mahindra Forgings International Limited .............. - 50.68% - (9.05) - (11.88)
Mahindra Forgings Europe AG ............................ - 50.68% - 11.63 - 8.92
Gesenkschmiede Schneider GmbH ....................... - 50.68% - (29.53) - 3.39
JECO-Jellinghaus GmbH ....................................... - 50.68% - (6.88) - 2.92
Falkenroth Umformtechnik GmbH ....................... - 50.68% - (8.18) - 2.57
Mahindra Renault Private Limited ........................... 10,16,24,232 51.00% - (41.58) - (296.11)
Mahindra Navistar Automotives Limited ................. 20,70,32,300 51.00% - (13.09) - (16.90)
Mahindra Castings Limited (formerly known as
Mahindra Castings Private Limited) ........................ 2,14,40,052 64.94% - (3.62) - (34.03)
Mahindra Vehicle Manufacturers Limited ............... 58,50,00,000 100.00% - (19.43) - (8.89)
Mahindra Logistics Limited ..................................... 4,90,49,900 100.00% - (2.84) 1.34 2.89
Mahindra Navistar Engines Private Limited ............. 8,41,50,000 51.00% - (7.18) - (3.70)
Mahindra Aerospace Private Limited ...................... 1,05,50,000 100.00% - (0.89) - (0.38)
Mahindra First Choice Services Limited ................... 1,63,50,000 100.00% - (6.18) - (5.86)
Mahindra Gears International Limited .................... 2,07,00,001 100.00% - (0.11) - (0.11)
Mahindra Gears Global Limited ........................... - 53.34% - (0.08) - (0.08)
 Mahindra Gears Cyprus Limited ........................... - 53.34% - (0.10) - (0.38)
 Metal Castello S.p.A ............................................. - 51.00% - (28.81) - 6.81
 Crest Geartech Private Limited ............................. - 51.00% - 0.16 - 0.13

* denotes amounts less than Rs. 50,000

131
Statement pursuant to Section 212 of the Companies Act, 1956, relating to subsidiary companies
Number of The net aggregate of profits/(losses) of the
Shares in the Subsidiary Companies so far as they concern the members of
Subsidiary Mahindra & Mahindra Limited
Company held
by Mahindra & Mahindra For Current Financial Year For Previous Financial Years
Name of the Subsidiary Companies Limited at the Dealt with in Not dealt Dealt with in Not dealt
financial year the accounts with in the the accounts with in the
ending date of Mahindra & accounts of of Mahindra & accounts of
Mahindra Mahindra & Mahindra Mahindra &
Limited for Mahindra Limited for Mahindra
the year Limited for the year Limited for
Equity Extent ended 31st the year ended 31st the year
of March, 2010 ended 31st March, 2010 ended 31st
holding March, 2010 March, 2010
Nos. % Rupees crores Rupees crores Rupees crores Rupees crores
Mahindra Automotive Australia Pty. Ltd. ................ 7,00,000 80.00% - (3.24) - (1.87)
Mahindra Two Wheelers Limited ............................ 11,80,00,000 80.00% - (77.53) - (18.00)
Defence Land Systems India Private Limited
(formerly known as Mahindra Defence Land
Systems Private Limited) .......................................... 3,42,62,000 100.00% - (0.07) - -
Mahindra EcoNova Private Limited ......................... 10,000 100.00% - * - -
* denotes amounts less than Rs. 50,000
# after considering shares issued to its ESOP Trust but not allotted to its employees.
• a subsidiary of Mahindra Engineering and Chemical Products Limited
 a subsidiary of Retail Initiative Holdings Limited
@ a subsidiary of Mahindra Intertrade Limited
+ a subsidiary of Mahindra Holidays & Resorts India Limited
E a subsidiary of Mahindra Holdings Limited
 a subsidiary of Mahindra Lifespace Developers Limited
 a subsidiary of Mahindra Integrated Township Limited
 a subsidiary of Mahindra & Mahindra Financial Services Limited
 a subsidiary of Bristlecone Limited
 a subsidiary of Bristlecone India Limited
 a subsidiary of Mahindra Overseas Investment Company (Mauritius) Limited
a subsidiary of Mahindra Engineering Services Limited
¥ a subsidiary of Engines Engineering s.r.l.
£ a subsidiary of Mahindra Forgings Limited

a subsidiary of Stokes Group Limited


## a subsidiary of Mahindra Forgings Global Limited
a subsidiary of Mahindra Forgings International Limited
a subsidiary of Mahindra Forgings Europe AG
a subsidiary of Mahindra Gears International Limited
 a subsidiary of Mahindra Gears Global Limited
 a subsidiary of Mahindra Gears Cyprus Limited
 a subsidiary of Metal Castello S.p.A
Note :
The financial year of all subsidiaries ended on 31st March, 2010, except for Mahindra Yueda (Yancheng) Tractor Company Limited whose financial year
is 1st January, 2009 to 31st December, 2009 and Mahindra EcoNova Private Limited and Mahindra Conveyor Systems Private Limited whose first
financial years would be from 2nd January, 2010 to 31st March, 2011 and 4th January, 2010 to 31st March, 2011, respectively.

}
M. M. Murugappan Keshub Mahindra Chairman
N. Vaghul
R. K. Kulkarni Anand G. Mahindra Vice Chairman & Managing Director
A. S. Ganguly
A. P. Puri Directors Bharat Doshi Executive Director
N. B. Godrej
A. K. Dasgupta
Deepak S. Parekh Narayan Shankar Company Secretary
Mumbai, 29th May, 2010

132
MAHINDRA & MAHINDRA LIMITED (CONSOLIDATED)

33
34
MAHINDRA & MAHINDRA LIMITED (CONSOLIDATED)

Auditors’ Report to the Board of Directors of Mahindra & Mahindra Limited


1. We have audited the attached Consolidated Balance Sheet 4. Without qualifying our opinion, we draw attention to note
of Mahindra & Mahindra Limited, its subsidiaries and jointly 4 of Schedule XV to the financial statements. As indicated
controlled entities (the Group) as at 31st March, 2010, the therein the Consolidated Financial Statements do not include
Consolidated Profit and Loss Account and the Consolidated Satyam Computer Services Limited and its subsidiaries, in
Cash Flow Statement of the Group for the year ended on accordance with the approval of the Securities and Exchange
that date, both annexed thereto. The Consolidated Financial Board of India, and the impact of post acquisition profit or
Statements include investments in associates accounted on loss of Satyam Computer Services Limited and its subsidiaries
the equity method in accordance with Accounting Standard are not considered in these financial statements.
23 (Accounting for Investments in Associates in Consolidated
5. We report that the Consolidated Financial Statements have
Financial Statements) and the jointly controlled entities
been prepared by the Company in accordance with the
accounted in accordance with Accounting Standard 27
requirements of Accounting Standard 21 (Consolidated
(Financial Reporting of Interests in Joint Ventures) as notified
Financial Statements), Accounting Standard 23 (Accounting
under the Companies (Accounting Standards) Rules, 2006.
for Investment in Associates in Consolidated Financial
These financial statements are the responsibility of the
Statements) and Accounting Standard 27 (Financial
Company’s Management and have been prepared on the
Reporting of Interests in Joint Ventures) as notified under
basis of the separate financial statements and other financial
the Companies (Accounting Standards) Rules, 2006.
information regarding components. Our responsibility is to
express an opinion on these Consolidated Financial 6. Based on our audit and on consideration of the separate
Statements based on our audit. audit reports on individual financial statements of the
Company, its aforesaid subsidiaries, joint ventures and
2. We conducted our audit in accordance with the auditing
associates and to the best of our information and according
standards generally accepted in India. Those Standards
to the explanations given to us, in our opinion, the
require that we plan and perform the audit to obtain
Consolidated Financial Statements give a true and fair view
reasonable assurance about whether the financial statements
in conformity with the accounting principles generally
are free of material misstatements. An audit includes
accepted in India :
examining, on a test basis, evidence supporting the amounts
and the disclosures in the financial statements. An audit (i) in the case of the Consolidated Balance Sheet, of the
also includes assessing the accounting principles used and state of affairs of the Group as at 31st March, 2010;
the significant estimates made by the Management, as well
as evaluating the overall financial statement presentation. (ii) in the case of the Consolidated Profit and Loss Account,
We believe that our audit provides a reasonable basis for of the profit of the Group for the year ended on that
our opinion. date; and

3. We did not audit the financial statements of certain (iii) in the case of the Consolidated Cash Flow Statement,
subsidiaries and joint ventures, whose financial statements of the cash flows of the Group for the year ended on
reflect total assets of Rs.13,902.30 crores as at 31st March, that date.
2010, total revenues of Rs. 5,628.43 crores and net cash
inflows amounting to Rs. 4.67 crores for the year ended on For Deloitte Haskins & Sells
that date as considered in the Consolidated Financial Chartered Accountants
Statements. These financial statements have been audited
by other auditors whose reports have been furnished to us B.P. Shroff
and our opinion in so far as it relates to the amounts (Partner)
included in respect of these subsidiaries and joint ventures Membership Number: 34382
is based solely on the reports of the other auditors. Mumbai, 29th May, 2010

35
Consolidated Balance Sheet as at 31st March, 2010
Rupees crores

Schedule 2010 2009


I. SOURCES OF FUNDS :
SHAREHOLDERS’ FUNDS :
Capital ................................................................................................................... I 282.95 272.62
Employee Stock Options Outstanding ................................................................... 8.01 6.55
Reserves and Surplus ............................................................................................. II 9,897.31 6,790.76
10,188.27 7,069.93
MINORITY INTEREST .............................................................................................. 2,462.35 3,029.79
LOAN FUNDS :
(a) Secured Loans ................................................................................................ III A 8,972.45 7,724.71
(b) Unsecured Loans ............................................................................................ III B 4,513.40 4,465.60
13,485.85 12,190.31
DEFERRED TAX LIABILITY (Net) [Note 17] .............................................................. 48.21 —
FOREIGN CURRENCY MONETARY ITEM TRANSLATION DIFFERENCE ACCOUNT ..... 1.94 —
DEFERRED INCOME :
Advance towards Club Mahindra members’ facilities ........................................... 804.07 635.89
Total ........... 26,990.69 22,925.92

II. APPLICATION OF FUNDS :


FIXED ASSETS : ...................................................................................................... IV
Gross Block ............................................................................................................ 14,204.00 13,042.35
Less : Depreciation ................................................................................................ 5,333.76 5,341.02
Net Block ............................................................................................................... 8,870.24 7,701.33
CAPITAL WORK-IN-PROGRESS (INCLUDING CAPITAL ADVANCES) .......................... 1,967.69 1,751.73
10,837.93 9,453.06
Less : Provision for impairment ............................................................................. 317.60 311.25
10,520.33 9,141.81
INVESTMENTS ........................................................................................................ V 4,805.25 3,381.26
DEFERRED TAX ASSETS (Net) [Note 17] ................................................................ — 188.40
FOREIGN CURRENCY MONETARY ITEM TRANSLATION DIFFERENCE ACCOUNT ..... — 18.44
CURRENT ASSETS, LOANS AND ADVANCES :
(a) Inventories ...................................................................................................... VI A 3,548.99 3,271.46
(b) Sundry Debtors .............................................................................................. VI B 3,207.17 3,470.79
(c) Cash and Bank Balances ................................................................................. VI C 2,737.12 2,967.51
(d) Other Current Assets ...................................................................................... VI D 51.94 3.19
(e) Loans and Advances ....................................................................................... VI E 10,771.00 8,861.91
20,316.22 18,574.86
LESS : CURRENT LIABILITIES AND PROVISIONS :
(a) Current Liabilities ............................................................................................ VII A 6,717.61 6,779.96
(b) Provisions ....................................................................................................... VII B 1,938.08 1,615.75
8,655.69 8,395.71
NET CURRENT ASSETS ........................................................................................... 11,660.53 10,179.15
MISCELLANEOUS EXPENDITURE (TO THE EXTENT NOT WRITTEN OFF OR
ADJUSTED) ........................................................................................................... VIII 4.58 16.86
Total ........... 26,990.69 22,925.92
NOTES ON ACCOUNTS .......................................................................................... XV
Per our report attached

For Deloitte Haskins & Sells M. M. Murugappan Keshub Mahindra Chairman

}
Chartered Accountants N. Vaghul
R. K. Kulkarni Anand G. Mahindra Vice Chairman & Managing Director
A. S. Ganguly
Directors
B. P. Shroff A. P. Puri Bharat Doshi Executive Director
Partner N. B. Godrej
A. K. Dasgupta
Deepak S. Parekh Narayan Shankar Company Secretary
Mumbai, 29th May, 2010 Mumbai, 29th May, 2010

36
MAHINDRA & MAHINDRA LIMITED (CONSOLIDATED)

Consolidated Profit and Loss Account for the year ended 31st March, 2010
Rupees crores

Schedule 2010 2009


SALES ............................................................................................................................ 25,300.78 21,058.63
Less : Excise Duty on Sales ........................................................................................... 2,102.13 2,072.18
Net Sales ....................................................................................................................... 23,198.65 18,986.45
Income from Operations .............................................................................................. IX 8,369.89 7,769.90
Other Income ............................................................................................................... X 119.43 163.46
31,687.97 26,919.81
EXPENDITURE :
Raw Materials, Finished and Semi-finished Products .................................................... XI 15,267.91 13,063.79
Personnel ...................................................................................................................... XII 4,582.55 4,274.86
Interest, Commitment and Finance Charges (Net) ........................................................ XIII 979.83 750.16
Depreciation/Amortisation [Note 8] .............................................................................. 873.52 749.33
Other Expenses ............................................................................................................. XIV 6,337.02 5,858.96
28,040.83 24,697.10
Less : Cost of Manufactured/Purchased Products capitalised ....................................... 132.59 107.80
27,908.24 24,589.30
Profit before exceptional item and taxation ................................................................. 3,779.73 2,330.51
Add : Exceptional Items [Note 18] ............................................................................... 250.23 (76.39)
Profit before taxation ................................................................................................... 4,029.96 2,254.12
(Add) / Less : Provision for Tax - Current Tax including Fringe Benefit Tax .................. 1,240.12 506.92
- Deferred Tax (Net) .................................................... (85.92) 35.25
Profit for the year before prior year adjustments ......................................................... 2,875.76 1,711.95
Less : Adjustments pertaining to previous year [Note 19] ........................................... 4.27 6.36
Balance of profit for 2009-2010 before share of profit/loss of Associates and
Minority Interests .......................................................................................................... 2,871.49 1,705.59
Add : Share of Profit of Associates for the year .......................................................... 19.63 11.27
Profit before Minority Interests ..................................................................................... 2,891.12 1,716.86
Minority Share in Profits for 2009-2010 ...................................................................... 412.56 311.45
Net Profit ...................................................................................................................... 2,478.56 1,405.41
Balance of profit for earlier years ................................................................................. 4,642.70 3,873.20
Less : Adjustment on account of Mergers .................................................................... — 43.91
Less : Transfer to Debenture Redemption Reserve (Net) ............................................... (116.10) (29.62)
4,526.60 3,799.67
Total of Profit and Loss Account balances shown above ............................................. 7,005.16 5,205.08
Deduct : Statutory Reserve ............................................................................................ 43.09 26.62
General Reserve (Net) ..................................................................................... 286.88 180.05
Capital Redemption Reserve ........................................................................... — 18.75
Income Tax on Dividends ............................................................................... 15.38 24.90
Proposed Dividend on Equity Shares .............................................................. 549.52 278.83
Income Tax on Proposed Dividend ................................................................. 74.23 33.23
Balance for 2009-2010 and earlier years carried to Balance Sheet .............................. 6,036.06 4,642.70
EARNINGS PER SHARE : [Note 23]
(Face value Rs.5/- per share) (Rupees)
Basic ............................................................................................................................. 45.08 25.79
Diluted .......................................................................................................................... 42.17 24.14
NOTES ON ACCOUNTS ................................................................................................. XV
Per our report attached

}
For Deloitte Haskins & Sells M. M. Murugappan Keshub Mahindra Chairman
Chartered Accountants N. Vaghul
R. K. Kulkarni Anand G. Mahindra Vice Chairman & Managing Director
A. S. Ganguly
Directors
B. P. Shroff A. P. Puri Bharat Doshi Executive Director
Partner N. B. Godrej
A. K. Dasgupta
Deepak S. Parekh Narayan Shankar Company Secretary
Mumbai, 29th May, 2010 Mumbai, 29th May, 2010

37
Consolidated Cash Flow Statement for the year ended 31st March, 2010
Rupees crores

2010 2009
A. CASH FLOW FROM OPERATING ACTIVITIES :
Profit before exceptional item, taxation and adjustments pertaining to
previous years .............................................................................................. 3,779.73 2,330.51
Adjustments for :
Depreciation/Amortisation ........................................................................... 873.52 749.33
Profit on Exchange (Net) ............................................................................. 0.08 (5.58)
Investment and Interest Income [Excluding Rs. 25.91 crores
(2009 : Rs. 13.42 crores) in respect of financial enterprises consolidated] ...... (183.70) (195.25)
Interest, Commitment and Finance charges [Excluding Rs. 500.34 crores
(2009 : Rs. 495.05 crores) in respect of financial enterprises consolidated] 620.23 362.84
Amortisation of Expenses ............................................................................ 9.93 15.81
Profit on sale of Investments (Net) .............................................................. (13.98) (47.78)
Loss on fixed assets sold/scrapped/written off (Net)
(Excluding Rs. 0.05 crores in respect of Prior Period Item) ......................... 17.83 6.04
Provision for diminution in value of long term investments (Net) .............. 8.75 0.24
Increase of cost over fair value of current investments (Net) ...................... (0.25) (1.93)
1,332.41 883.72
Operating Profit before Working Capital changes ....................................... 5,112.14 3,214.23
Changes in : Deferred income – advances towards membership fees ........ 168.18 157.94
Trade and other receivables ................................................... (1,452.88) 85.05
Loans against Assets * ........................................................... (1,351.38) (185.28)
Inventories ............................................................................. (278.34) 177.94
Trade and other payables ...................................................... 1,766.90 690.40
(1,147.52) 926.05
Exceptional Items ......................................................................................... (2.19) —
Miscellaneous Expenditure (to the extent not written off or adjusted)
incurred during the year ............................................................................. — (21.44)
Cash generated/(used) from operations ...................................................... 3,962.43 4,118.84
Income Taxes paid (Net of refunds including for prior years) ..................... (1,163.67) (717.34)
NET CASH FROM OPERATING ACTIVITIES .................................................... 2,798.76 3,401.50
* In respect of financial enterprises consolidated.
B. CASH FLOW FROM INVESTING ACTIVITIES :
Purchase of fixed assets .............................................................................. (2,699.86) (2,941.33)
Sale of fixed assets ...................................................................................... 145.51 81.73
Purchase of investments .............................................................................. (23,823.11) (20,149.02)
Sale of investments ..................................................................................... 20,869.23 19,692.81
Interest received .......................................................................................... 160.17 79.52
Dividends received ....................................................................................... 8.30 35.88
Inter corporate deposits (Net) ..................................................................... (35.54) 14.88
Purchase consideration paid on acquisition of interest in subsidiaries ....... (32.16) (562.95)
Sales Proceeds/subscription (Net) received on divesture of interest in subsidiaries 681.65 305.14
NET CASH USED IN INVESTING ACTIVITIES ................................................. (4,725.81) (3,443.34)

38
MAHINDRA & MAHINDRA LIMITED (CONSOLIDATED)

Consolidated Cash Flow Statement (contd.)


Rupees crores

2010 2009
C. CASH FLOW FROM FINANCING ACTIVITIES :
Proceeds from issue of Share Capital .......................................................... 72.40 —
Proceeds from borrowings .......................................................................... 61,183.93 57,271.36
Repayments of borrowings (including premium on repayment) ................. (58,322.46) (55,364.19)
Dividends paid ............................................................................................. (367.13) (371.78)
Interest, Commitment and Finance charges paid ........................................ (716.14) (328.81)
Stamp duty paid on shares issued to PTL Shareholders .............................. (7.77) —
NET CASH FROM FINANCING ACTIVITIES .................................................... 1,842.83 1,206.58
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS (A + B + C) (84.22) 1,164.74
CASH AND CASH EQUIVALENTS [Note (a)]
Opening Balance ......................................................................................... 2,953.07 1,785.67
Cash & Bank Balance Acquired on Acquisition of Subsidiaries ................... 1.43 4.37
Cash & Bank Balance on Disposal of Subsidiary .......................................... (122.92) (1.71)
Closing Balance ........................................................................................... 2,747.36 2,953.07

Per our report attached

}
For Deloitte Haskins & Sells M. M. Murugappan Keshub Mahindra Chairman
Chartered Accountants N. Vaghul
R. K. Kulkarni Anand G. Mahindra Vice Chairman & Managing Director
A. S. Ganguly
Directors
B. P. Shroff A. P. Puri Bharat Doshi Executive Director
Partner N. B. Godrej
A. K. Dasgupta
Deepak S. Parekh Narayan Shankar Company Secretary
Mumbai, 29th May, 2010 Mumbai, 29th May, 2010

Notes to the Consolidated Cash Flow Statement for the year ended 31st March, 2010
Rupees crores

2010 2009
(a) Cash and Bank Balances .............................................................................. 2,737.12 2,967.51
Unrealised (Net) translation (gain)/loss on foreign currency cash and cash
equivalents .................................................................................................. 10.24 (14.44)
Total cash and cash equivalents .................................................................. 2,747.36 2,953.07
(b) The following non-cash transactions do not form part of Cash Flow :
(i) Arising out of the agreement between Mahindra-BT Investment Company (Mauritius) Ltd. (MBTICM), a subsidiary of the
Company and AT&T for sale of shares of Tech Mahindra Ltd. (TML) by MBTICM to AT&T, resulting in TML alongwith its
subsidiary companies ceasing to be subsidiaries of the Company.
(ii) Arising out of the scheme of arrangement for the merger of Mahindra Hinoday Industries Limited with Mahindra Castings
Private Limited.
(iii) Arising out of the scheme of arrangement for the merger of Metalcastello S.p.A. with Mahindra Metalcastello S.r.l.
(c) Previous year’s figures have been regrouped/restated wherever necessary.

3
CMYK

SCHEDULE I Rupees crores


2010 2009
Share Capital :
Authorised :
1,20,00,00,000 Ordinary (Equity) Shares of Rs. 5 each
[2009 : 60,00,00,000 Ordinary (Equity) Shares of Rs. 10 each] 600.00 600.00
25,00,000 Unclassified Shares of Rs.100 each ........................................ 25.00 25.00
Total .......... 625.00 625.00
Issued and Subscribed :
57,84,34,478 Ordinary (Equity) Shares of Rs. 5 each fully paid up [2009
: 27,88,21,265 Ordinary (Equity) Shares of Rs. 10 each
fully paid up] ......................................................................... 289.21 278.82
289.21 278.82
Less :
1,25,26,592 Ordinary (Equity) Shares of Rs. 5 each fully paid up
[2009 : 62,05,306 Ordinary (Equity) Shares of Rs.10 each
fully paid up] issued to ESOP Trust but not
allotted to employees ............................................................ 6.26 6.20
Adjusted : Issued and Subscribed Share Capital ................................................ 282.95 272.62

SCHEDULE II Rupees crores


2009 Additions / Deductions 2010
Adjustments
Reserves and Surplus :
1 Capital Reserve .................................................................... 23.54 — — 23.54
23.48 0.08 0.02 23.54
2 Capital Reserve on consolidation ......................................... 139.01 0.31 — 139.32
138.55 0.46 — 139.01
3 Securities Premium Account ................................................ 545.66 784.79 6.59 1,323.86
579.03 10.95 44.32 545.66
Less : Premium on shares issued to ESOP Trust but not
allotted to employees [Note 5] ............................................ 15.20 71.40 2.31 84.29
16.34 — 1.14 15.20
530.46 713.39 4.28 1,239.57
562.69 10.95 43.18 530.46
4 Revaluation Reserve ............................................................. 12.09 — 0.42 11.67
12.47 — 0.38 12.09
5 General Reserve ................................................................... 1,047.71 336.38# 6.12o 1,377.97
971.84 180.05# 104.18** 1,047.71
Add : Bonus shares issued to ESOP Trust but not allotted
to employees [Note 5] ......................................................... 3.10 — 0.47 2.63
3.33 — 0.23 3.10
1,050.81 336.38 6.59 1,380.60
975.17 180.05 104.41 1,050.81
6 Debenture Redemption Reserve ........................................... 47.86 116.10$ 0.11 163.85
18.24 29.62$ — 47.86
7 Investment Fluctuation Reserve ........................................... 682.84 4.52V 70.00 617.36
30.61 806.61 154.38 682.84
8 Capital Redemption Reserve ................................................ 68.75 — *** — 68.75
50.00 18.75 — 68.75
9 Special Reserve (As per Section 45 IC of the RBI Act) ......... 129.91 43.09 0.09 172.91
194.51 26.62 91.22 129.91
10 Hedging Reserve Account [Note 6] ..................................... (479.90) 559.92 — 80.02
28.78 — 508.68 (479.90)
11 Foreign Exchange Fluctuation Reserve ................................. (57.31) 20.97 — (36.34)
14.00 — 71.31 (57.31)
2,148.06 1,794.68 81.49 3,861.25†
2,048.50 1,073.14 973.58 2,148.06†
† [including Group Share in Joint Ventures Rs. 401.02 crores (2009 : Rs. 3.21 crores)]

140
CMYK

MAHINDRA & MAHINDRA LIMITED (CONSOLIDATED)

SCHEDULE II (contd.) Rupees crores


2010

12 Balance for 2009-2010 and earlier years as per Profit and


Loss Account ....................................................................... 5,060.66
4,614.63
Group Share in Joint Ventures ............................................ 975.40
28.07
Total .............................................. 9,897.31
6,790.76

# Transfer from Profit and Loss Account Rs. 286.88 crores (2009 : Rs. 180.05 crores)
# Addition include adjustments pertaining to earlier periods in respect of Minority Interest amounting to Rs. 49.39 crores
***Transfer of Rs. NIL crores (2009 : Rs. 18.75 crores) from Profit and Loss Account
$ Transfer from Profit and Loss Account Rs. 116.10 crores (2009 : Rs. 29.62 crores)
V Provisions no longer required written back
o Amount utilised for expenses incurred on amalgamation of previous year Rs. 5.18 crores (Net of Tax of Rs. 2.59 crores) and
impact of tax rate change on net debits to General Reserve Rs. 0.94 crores
** Adjustment on adoption of Companies (Accounting Standards) Amendment Rules, 2009 on Accounting Standard 11 - Net of Tax
of Rs. 21.03 crores

SCHEDULE III Rupees crores


2010 2009
Loan Funds :
(A) Secured : [Note 7]
(1) Debentures/Bonds ................................................................................ 2,330.20 2,880.86
(2) Foreign Currency Loans from Banks ..................................................... 1,047.27 1,133.97
(3) Rupee Loans :
(a) From Financial Institutions ............................................................ 44.25 41.92
(b) From Banks ................................................................................... 4,561.72 2,648.08
(c) From Others .................................................................................. 148.00 56.00
4,753.97 2,746.00
(4) Loans and Advances on cash credit account from Banks .................... 510.76 709.36
(5) Short-term Foreign Currency Loans from Banks ................................... — 253.70
8,642.20 7,723.89
Group Share in Joint Ventures .................................................................... 330.25 0.82
Total ................................................. 8,972.45 7,724.71
(B) Unsecured :
(1) Fixed Deposits ...................................................................................... 671.68 103.26
(2) Short-term Loans :
(a) From Banks ................................................................................... 456.91 658.12
(b) From Others .................................................................................. 261.20 213.84
718.11 871.96
(3) Other Loans :
(a) From Financial Institutions ............................................................ 841.43 688.67
(b) Foreign Currency Loans from Banks .............................................. 501.35 625.65
(c) Zero Coupon Convertible Bonds ................................................... 850.86 961.52
(d) Debentures/Bonds ......................................................................... 290.00 321.00
(e) 9.25% Fully and Compulsorily Convertible Debentures ................. — 700.00
(f) From Government of Gujarat ........................................................ 10.31 9.85
(g) From Banks ................................................................................... 318.38 137.81
(h) From Others .................................................................................. 39.76 45.88
2,852.09 3,490.38
4,241.88 4,465.60
Group Share in Joint Ventures .................................................................... 271.52 —
Total ................................................. 4,513.40 4,465.60
Total ................................................. 13,485.85 12,190.31

141
4
SCHEDULE IV
Fixed Assets :
Rupees crores
Description of Assets Cost/ Additions Deductions Cost/Pro- Depreciation/ Depreciation/ Deductions Depreciation/ Net Balance Impairment Net Balance Net Balance
Professional and and fessional Amortisation Amortisation and adjust- Amortisation before for 2009- after after
valuation adjustments adjustments valuation to 31st for 2009- ments of to 31st Impairment 2010 $ Impairment Impairment
as at 31st during the during as at 31st March, 2010 # Depreciation/ March, as at 31st as at 31st as at 31st
March, year # the year March, 2009 Amortisation 2010 March, March, March,
2009 2010 2010 2010 2009

A: Assets on Lease
Plant and Machinery ................ 74.11 0.26 — 74.37 35.88 6.14 — 42.02 32.35 — 32.35 38.23
Vehicles .................................... 2.45 — 0.74 1.71 0.83 0.07 0.49 0.41 1.30 — 1.30 1.62
Sub Total A .............................. 76.56 0.26 0.74 76.08 36.71 6.21 0.49 42.43 33.65 — 33.65 39.85
B: Owned Assets
Land - Freehold ........................ 192.64 49.26 20.39 221.51 0.25 0.38 — 0.63 220.88 — 220.88 192.39
Land - Leasehold ...................... 399.39 107.99 49.60 457.78 8.20 5.86 2.32 11.74 446.04 — 446.04 391.19
Buildings - Freehold ................. 1,831.86 541.49 456.07 1,917.28 474.72 67.98 142.98 399.72 1,517.56 — 1,517.56 1,357.14
Buildings - Leasehold ............... 54.73 39.02 64.64 29.11 22.93 18.50 32.63 8.80 20.31 — 20.31 31.80
Plant and Machinery ................ 7,401.94 1,368.75 1,008.10 7,762.59 4,144.75 602.57 757.16 3,990.16 3,772.43 258.83 3,513.60 3,017.59
Furniture and Fittings ............... 621.99 93.98 221.81 494.16 344.02 69.93 146.01 267.94 226.22 1.72 224.50 276.27
Vehicles, Cycles, etc. ................ 211.06 39.10 34.91 215.25 98.31 28.89 28.17 99.03 116.22 — 116.22 112.75
Technical Knowhow ................. 110.03 58.73 0.60 168.16 44.98 7.74 2.35 50.37 117.79 55.57 62.22 9.48
Development Expenditure ........ 379.49 223.81 0.59 602.71 44.97 39.22 0.15 84.04 518.67 0.75 517.92 333.77
Software Expenditure ............... 173.52 51.99 8.31 217.20 92.85 32.00 10.19 114.66 102.54 0.73 101.81 80.42
Websites ................................... 3.50 0.24 — 3.74 3.47 0.01 — 3.48 0.26 — 0.26 0.03
Non-Compete Fees ................... 3.73 — — 3.73 0.24 0.40 — 0.64 3.09 — 3.09 3.49
Timeshare weeks ...................... 0.62 — — 0.62 0.43 0.06 — 0.49 0.13 — 0.13 0.19
Trademarks ............................... 24.97 — 8.51 16.46 9.12 0.71 1.39 8.44 8.02 — 8.02 15.85
Other Intangible ....................... 24.12 6.14 1.38 28.88 7.84 2.81 0.15 10.50 18.38 — 18.38 16.28
Goodwill + .............................. 1,519.58 53.56 96.26 1,476.88 — — — — 1,476.88 — 1,476.88 1,519.58
Sub Total B ............................... 12,953.17 2,634.06 1,971.17 13,616.06 5,297.08 877.06 1,123.50 5,050.64 8,565.42 317.60 8,247.82 7,358.22
C: Group Share in
Joint Ventures ............... 12.62 499.30 0.06 511.86 7.23 233.49 * 0.03 240.69 271.17 — 271.17 5.39
TOTAL (A+B+C) ....................... 13,042.35 3,133.62 1,971.97 14,204.00 5,341.02 1,116.76 1,124.02 5,333.76 8,870.24 317.60 8,552.64 7,403.46
D: Capital Work-in-Progress
and Advances
[including Rs. 141.41 crores
towards Group share in
Joint Ventures (2009 :
Rs. 1.35 crores)] ............. 1,967.69 — 1,967.69 1,738.35
Grand Total (A+B+C+D) ......... 13,042.35 3,133.62 1,971.97 14,204.00 5,341.02 1,116.76 1,124.02 5,333.76 10,837.93 317.60 10,520.33 9,141.81
10,690.36 3,483.87 1,131.88 13,042.35 4,219.02 1,163.49 41.49 5,341.02 9,453.06 311.25 9,141.81

+ Goodwill arising on consolidation.


# Refer Note 8 (b).
* Rs. 233.47 crores is on account of Tech Mahindra Ltd as it has become a Joint Venture and on account of merger of subsidiaries during the year.
$ Includes current charge of impairment (Net) Rs. 6.35 crores in Plant & Machinery and Software Expenditure.
MAHINDRA & MAHINDRA LIMITED (CONSOLIDATED)

SCHEDULE V Rupees crores


2010 2010 2009 2009
Long Term Current Long Term Current
Investments (At Cost unless otherwise specified) :
Shares (Non-trade and fully paid-up) :
Unquoted :
(a) Equity Shares ....................................................................... 61.57 0.01 43.82 —
(b) Equity Shares - Associates [Note 1(c) & Note 24] ............... 54.85 — 50.09 —
(c) Preference Shares ................................................................ 43.20 — 34.52 —
159.62 0.01 128.43 —
Quoted :
(a) Equity Shares ....................................................................... 7.49 — 8.85 —
(b) Equity Shares - Associates [Note 1(c) & Note 24] ............... 42.29 — 31.88 —
49.78 — 40.73 —
209.40 0.01 169.16 —
Shares (Trade and fully paid-up, unless otherwise specified) :
Unquoted :
(a) Equity Shares ....................................................................... 8.82 — 6.17 —
(b) Equity Shares partly paid-up ............................................... 0.19 — — —
(c) Preference Shares ................................................................ 15.20 — 9.83 —
24.21 — 16.00 —
Debentures/Bonds (Non-trade & fully paid-up) :
(a) Unquoted ............................................................................ — — 33.25 —
(b) Quoted ................................................................................ — 52.76 — 16.80
— 52.76 33.25 16.80
Other Investments :
Government Securities (including Treasury Bills) :
(a) Unquoted ............................................................................ 0.01 — 0.01 —
(b) Quoted ................................................................................ — 205.29 — 99.08
0.01 205.29 0.01 99.08
Units :
Unquoted ................................................................................... 1.15 1,291.57 — 1,535.37
1.15 1,291.57 — 1,535.37
Trust Securities :
Unquoted ................................................................................... 1,548.17 — 1,511.14 —
1,548.17 — 1,511.14 —
Others :
Unquoted ................................................................................... — 143.95 0.05 —
— 143.95 0.05 —
1,782.94 1,693.58 1,729.61 1,651.25
Total ............... 3,476.52 3,380.86
Group Share in Investments of Joint Ventures ........................... 1,329.88 0.44
Total ............... 4,806.40 3,381.30
Cost (Net of amounts written off) of Unquoted Investments .... 4,498.57 3,224.69
Cost/Carrying Value of Quoted Investments ............................... 307.83 156.61
4,806.40 3,381.30
Less : Excess of cost over fair value of Current Investments (Net) 1.15 0.04
4,805.25 3,381.26
Market value of Quoted Investments ......................................... 422.50 188.09

43
SCHEDULE VI Rupees crores
2010 2009
Current Assets, Loans and Advances :
(A) Inventories (at cost or net realisable value whichever is lower) :
(i) Finished Products produced and purchased for sale ........................... 860.13 845.55
(ii) Contracts and Work-in-Progress ........................................................... 804.78 862.42
(iii) Manufactured Components ................................................................. 78.83 55.79
(iv) Raw Materials and Bought-out Components ....................................... 1,112.06 902.73
(v) Work-in-Progress – Property Development Activity and Long Term Contracts 576.33 498.36
(vi) Food, Beverages, Smokes and Operating Supplies ............................... 3.25 5.24
(vii) Stores and Spares ................................................................................. 65.75 58.20
(viii) Tools ..................................................................................................... 40.59 38.58
3,541.72 3,266.87
Group Share in Inventories of Joint Ventures .............................................. 7.27 4.59
Total .......... 3,548.99 3,271.46
(B) Sundry Debtors :
Unsecured unless otherwise stated :
Outstanding over six months : Considered good ..................................... 292.77 427.23
: Considered doubtful ................................ 163.90 123.23
456.67 550.46
Other Debts : Considered good ................................................................. 2,662.42 3,122.19
: Considered doubtful ............................................................ 1.61 3.29
2,664.03 3,125.48
3,120.70 3,675.94
Less : Unmatured Finance Charges ............................................................. 128.27 94.02
Less : Provision for Doubtful Debts ............................................................. 162.88 131.11
2,829.55 3,450.81
Group Share in Debtors of Joint Ventures .................................................. 377.62 19.98
Total .......... 3,207.17 3,470.79
(C) Cash and Bank Balances :
Cash, cheques and stamps on hand ........................................................... 246.87 392.81
Balances with Banks :
(i) On Current Account ............................................................................. 763.13 1,168.50
(ii) On Fixed Deposit Account .................................................................... 1,581.14 1,348.95
(iii) On Margin Account ............................................................................. 42.82 51.43
2,387.09 2,568.88
2,633.96 2,961.69
Group Share in Cash and Bank Balances of Joint Ventures ........................ 103.16 5.82
Total .......... 2,737.12 2,967.51

44
MAHINDRA & MAHINDRA LIMITED (CONSOLIDATED)

SCHEDULE VI (contd.) Rupees crores


2010 2009
(D) Other Current Assets :
Interest accrued on Investments .................................................................. 4.38 2.94
Others .......................................................................................................... 47.49 0.14
51.87 3.08
Group Share in Other Current Assets of Joint Ventures .............................. 0.07 0.11
Total .......... 51.94 3.19
(E) Loans and Advances :
(Unsecured, considered good unless otherwise stated) :
Bills of exchange, considered good ............................................................. 47.81 14.26
Bills of exchange, considered doubtful ....................................................... 1.02 1.02
48.83 15.28
Less : Provision for Doubtful Debts ............................................................. 1.02 1.02
47.81 14.26
Advances recoverable in cash or in kind or for value to be received :
Considered good ......................................................................................... 2,108.39 1,774.59
Considered doubtful .................................................................................... 88.80 79.74
2,197.19 1,854.33
Less : Provision for Doubtful Advances ....................................................... 85.50 74.91
2,111.69 1,779.42
Loans against assets/Retained Interest in Securitised Assets (Secured) :
Considered good ......................................................................................... 7,969.76 6,319.22
Considered doubtful .................................................................................... 411.66 678.79
8,381.42 6,998.01
Less : Provision for Doubtful Advances ....................................................... 411.66 379.63
7,969.76 6,618.38
Payments towards Income Tax and Surtax (Net of provisions) .................... 273.27 336.57
Balances - Customs, Port Trust, Excise, etc. ................................................. 71.63 112.53
10,474.16 8,861.16
Group Share in Loans and Advances of Joint Ventures .............................. 296.84 0.75
Total .......... 10,771.00 8,861.91
Total .......... 20,316.22 18,574.86

45
SCHEDULE VII Rupees crores
2010 2009
Current Liabilities and Provisions :
(A) Current Liabilities :
Acceptances ................................................................................................. 349.89 354.71
Sundry Creditors :
(i) Total outstanding dues of micro and small enterprises ....................... 24.21 6.76
(ii) Total outstanding dues of creditors other than micro and small enterprises 4,544.01 5,097.73
4,568.22 5,104.49
Dividend payable ......................................................................................... 0.34 6.19
Balances on Directors’ Current Accounts .................................................... 3.10 2.21
Interest accrued but not due on loans ........................................................ 151.48 210.10
Deposits/Advances received against hire purchase/lease agreements .......... 112.80 53.87
Other current liabilities ................................................................................ 1,023.21 1,039.09
6,209.04 6,770.66
Group Share in Current Liabilities of Joint Ventures ................................... 508.57 9.30
Total .......... 6,717.61 6,779.96
(B) Provisions :
Proposed Dividends ..................................................................................... 549.52 278.83
Provision for Tax on Proposed Dividends ..................................................... 74.23 33.23
Provision for diminution in value of long term investments ....................... 93.34 28.35
Provision for premium payable on redemption of convertible bonds ......... 238.49 269.51
Provision for compensated absences ........................................................... 334.72 466.92
Provision for Estimated Loss/Expenses on Securitisation ............................. 202.67 137.62
Provision : Others [Note 14] ........................................................................ 341.99 400.45
1,834.96 1,614.91
Group Share in Provisions of Joint Ventures ............................................... 103.12 0.84
Total .......... 1,938.08 1,615.75
Total .......... 8,655.69 8,395.71

SCHEDULE VIII Rupees crores


2010 2009
Miscellaneous Expenditure
(to the extent not written off or adjusted) :
(a) Finance Charges ................................................................................... 4.12 15.38
(b) Separation and other costs .................................................................. — 0.86
(c) Others .................................................................................................. 0.46 0.62
Total .......... 4.58 16.86

46
MAHINDRA & MAHINDRA LIMITED (CONSOLIDATED)

SCHEDULE IX Rupees crores


2010 2009
Income from Operations :
Income from services rendered ................................................................... 6,028.05 5,718.51
Income from Loan, Retained Interest in securitised assets and securitisation 1,534.90 1,373.41
Income from long term contracts ............................................................... 321.16 159.57
Hire Purchase income, Lease income and other rentals .............................. 83.49 167.50
Miscellaneous Income ................................................................................. 394.97 342.45
8,362.57 7,761.44
Group Share in Joint Ventures .................................................................... 7.32 8.46
Total .......... 8,369.89 7,769.90

SCHEDULE X Rupees crores


2010 2009
Other Income :
Profit on sale of Investments (Net) [Note 20 (b)] ........................................ 13.98 47.78
Dividends on other Investments [Note 20 (a)] ............................................ 68.87 100.94
Miscellaneous Income ................................................................................. 36.53 14.69
119.38 163.41
Group Share in Joint Ventures .................................................................... 0.05 0.05
Total .......... 119.43 163.46

SCHEDULE XI Rupees crores


2010 2009
Raw Materials, Finished and Semi-Finished Products :
(A) (Increase)/Decrease in Stock of Finished Goods, Work-in-Progress
and Manufactured Components :
Opening Stock :
(i) Finished Products produced and purchased for sale ........................... 845.55 1,013.20
(ii) Contracts and Work-in-Progress ........................................................... 862.42 730.01
(iii) Manufactured Components ................................................................. 55.79 48.10
1,763.76 1,791.31
Add : Stock taken over on acquisition
(i) Finished Products produced and purchased for sale ........................... 6.67 1.79
(ii) Contracts and Work-in-Progress ........................................................... — 149.73
6.67 151.52
Less : Closing Stock :
(i) Finished Products produced and purchased for sale ........................... 860.13 845.55
(ii) Contracts and Work-in-Progress ........................................................... 804.78 862.42
(iii) Manufactured Components ................................................................. 78.83 55.79
1,743.74 1,763.76
(Increase)/Decrease in Stock ........................................................................ 26.69 179.07
(B) Consumption of Raw Materials and Bought-out Components :
Opening Stock ............................................................................................. 902.73 1,029.39
Add : Purchases ........................................................................................... 14,338.40 11,801.58
15,241.13 12,830.97
Add : Stock taken over on acquisition ........................................................ — 7.52
Less : Closing Stock ..................................................................................... 1,112.06 902.73
14,129.07 11,935.76
(C) Purchases of Finished Products for sale ...................................................... 1,079.88 922.23
15,235.64 13,037.06
Group Share in Joint Ventures .................................................................... 32.27 26.73
Total .......... 15,267.91 13,063.79

47
SCHEDULE XII Rupees crores
2010 2009
Personnel :
Salaries, Wages, Bonus, etc. ........................................................................ 4,024.00 3,736.92
Contribution to Provident and other funds ................................................. 255.65 262.58
Welfare ........................................................................................................ 294.56 269.09
4,574.21 4,268.59
Group Share in Joint Ventures .................................................................... 8.34 6.27
Total .......... 4,582.55 4,274.86

SCHEDULE XIII Rupees crores


2010 2009
Interest, Commitment and Finance Charges :
On Term Loans and Debentures .................................................................. 905.36 730.91
On Others (Net) ........................................................................................... 188.93 105.68
Finance charges ........................................................................................... 26.21 21.17
1,120.50 857.76
Group Share in Joint Ventures .................................................................... 0.07 0.13
Total .......... 1,120.57 857.89
Less : Interest Income :
Interest on Government Securities, Debentures and Bonds - Gross .. 3.43 2.83
Interest - Others - Gross .................................................................... 136.94 104.60
140.37 107.43
Group Share in Joint Ventures .................................................................... 0.37 0.30
Total .......... 140.74 107.73
979.83 750.16

48
MAHINDRA & MAHINDRA LIMITED (CONSOLIDATED)

SCHEDULE XIV Rupees crores


2010 2009
Other Expenses :
Stores consumed ......................................................................................... 194.09 181.57
Tools consumed ........................................................................................... 58.90 68.87
Power and Fuel ............................................................................................ 510.77 471.40
Rent including lease rentals ......................................................................... 241.08 240.23
Rates and Taxes ........................................................................................... 70.40 5.37
Insurance ..................................................................................................... 58.19 57.49
Repairs and Maintenance :
Buildings ............................................................................................... 30.72 29.55
Machinery ............................................................................................. 172.83 191.82
Others .................................................................................................. 80.05 66.94
283.60 288.31
Postage, Telephone and Communication .................................................... 130.92 131.07
Software Charges ........................................................................................ 100.21 68.15
Legal and Professional Charges ................................................................... 192.76 200.30
Advertisement .............................................................................................. 254.57 203.98
Commission on sales/contracts (Net) ........................................................... 169.50 132.53
Discount allowed ......................................................................................... 102.90 72.87
Freight outward ........................................................................................... 873.87 718.36
Sales Promotion Expenses ........................................................................... 439.08 351.51
Travelling Expenses ...................................................................................... 458.58 487.15
Cost of Projects, Property etc. ..................................................................... 247.72 145.88
Subcontracting Charges .............................................................................. 873.93 770.21
Miscellaneous Expenses ............................................................................... 930.30 1,070.01
Amortisation of Expenses ............................................................................ 1.68 1.19
Directors’ Fees ............................................................................................. 0.14 0.09
Donations and Contributions ...................................................................... 18.75 16.89
Loss on Fixed Assets sold/scrapped/written off (Net) .................................. 17.88 6.04
Provision for diminution in value of Long Term Investments (Net) ............. 8.75 0.24
Net Increase of cost over fair value of Current Investments ....................... (0.25) (1.93)
Provision for doubtful debts/advances (Net) ............................................... 91.26 165.68
6,329.58 5,853.46
Group Share in Joint Ventures .................................................................... 7.44 5.50
Total .......... 6,337.02 5,858.96

4
SCHEDULE XV
Notes on the Consolidated Accounts for the year ended 31st March, 2010
1. The Consolidated Financial Statements relate to Mahindra & Mahindra Limited (M&M, the Company) and its subsidiaries, joint ventures and
associates. The Consolidated Financial Statements have been prepared in accordance with Accounting Standard 21 (AS 21) “Consolidated
Financial Statements”, Accounting Standard 23 (AS 23) “Accounting for Investment in Associates in Consolidated Financial Statements” and
Accounting Standard 27 (AS 27) “Financial Reporting of Interests in Joint Ventures” notified by the Companies (Accounting Standard) Rules,
2006. The Consolidated Financial Statements have been prepared on the following basis :
(a) Investments in Subsidiaries :

i) The Financial Statements of the Company and its subsidiary companies have been combined on a line by line basis by adding together
the book values of like items of assets, liabilities, income and expenses. Intra group balances, intra group transactions and unrealised
profits or losses have been fully eliminated.

ii) The difference between the costs of investment in the subsidiaries over the Company’s portion of equity of the subsidiary is recognised
in the financial statements as Goodwill or Capital Reserve.
iii) The difference between the proceeds from disposal of investment in a subsidiary and the carrying amount of its assets less liabilities as
of date of disposal is recognised in the Profit and Loss Account as profit or loss on disposal of investment in subsidiary.
iv) Minority Interest in the net assets of consolidated subsidiaries consists of :

a) the amount of equity attributable to minorities at the date on which investment in a subsidiary is made; and
b) the minorities’ share of movements in equity since the date the parent subsidiary relationship comes into existence.

v) The Financial Statements of the subsidiaries are drawn up to 31st March, 2010.
The subsidiaries (which along with Mahindra & Mahindra Limited, the parent, constitute the group) considered in the presentation of these
Consolidated Financial Statements are :
Proportion of Proportion of voting
Country of ownership interest power where different
Name of the Subsidiary Company Incorporation as at as at as at as at
31-03-2010 31-03-2009 31-03-2010 31-03-2009

Indian Subsidiaries
Mahindra First Choice Wheels Limited * India 54.83% 54.83% — —
Mahindra Life Space Developers Limited India 51.08% 51.08% — —
Mahindra Consulting Engineers Limited India 51.00% 51.00% — —
Tech Mahindra Limited
[upto 22nd March, 2010 – refer note 3 (iii)] India — 48.83% — 52.33%
Bristlecone India Limited India 81.97% 82.05% 100.00% 100.00%
Mahindra Engineering and Chemical Products Limited India 100.00% 100.00% — —
Mahindra Gujarat Tractor Limited India 60.00% 60.00% — —
Mahindra Holidays and Resorts India Limited * India 84.03% 95.29% — —
Mahindra Infrastructure Developers Limited India 40.87% 40.87% 80.00% 80.00%
Mahindra Intertrade Limited India 100.00% 100.00% — —
Mahindra Logisoft Business Solutions Limited
[upto 22nd March, 2010 – refer note 3 (iii)] India — 100.00% — —
Mahindra & Mahindra Financial Services Limited * India 60.68% 60.85% — —
Mahindra Steel Service Centre Limited India 61.00% 61.00% — —
Mahindra Shubhlabh Services Limited India 83.05% 83.05% — —
NBS International Limited India 100.00% 100.00% — —
Mahindra Insurance Brokers Limited India 60.68% 60.85% 100.00% 100.00%
Mahindra Engineering Services Limited India 100.00% 100.00% — —
Mahindra World City Developers Limited India 42.21% 42.21% 82.62% 82.62%

5
MAHINDRA & MAHINDRA LIMITED (CONSOLIDATED)

Proportion of Proportion of voting


Country of ownership interest power where different
Name of the Subsidiary Company Incorporation as at as at as at as at
31-03-2010 31-03-2009 31-03-2010 31-03-2009
Mahindra Gears & Transmissions Private Limited
(formerly known as Mahindra SAR Transmission
Private Limited) India 53.34% 100.00% — —
Mahindra Navistar Automotives Limited India 51.00% 51.00% — —
Mahindra World City (Maharashtra) Limited India 51.08% 51.08% 100.00% 100.00%
Mahindra Renault Private Limited India 51.00% 51.00% — —
Mahindra Ugine Steel Company Limited India 50.69% 50.69% — —
Mahindra World City (Jaipur) Limited India 37.80% 37.80% 74.00% 74.00%
CanvasM Technologies Limited
[upto 22nd March, 2010 – refer note 3 (iii)] India — 39.11% — 80.10%
Mahindra Hinoday Industries Limited *
[upto 31st March, 2009 – refer note 3 (iv)] India — 64.88% — 99.81%
Mahindra Integrated Township Limited India 48.74% 48.77% 99.92% 100.00%
Mahindra Vehicle Manufacturers Limited India 100.00% 100.00% — —
Mahindra Castings Limited
(formerly known as Mahindra Castings Private Limited) India 64.94% 65.00% — —
Mahindra Forgings Limited India 50.68% 60.56% — —
Mahindra Hotels and Residences India Limited India 84.02% 95.28% 99.99% 99.99%
Knowledge Township Limited
(formerly known as Mahindra Knowledge City Limited) India 51.08% 51.08% 100.00% 100.00%
Mahindra Holdings Limited India 100.00% 100.00% — —
Mahindra Logistics Limited India 100.00% 100.00% — —
Mahindra Rural Housing Finance Limited India 53.09% 53.25% 87.50% 87.50%
Mahindra Residential Developers Limited India 24.85% 24.87% 51.00% 51.00%
Mahindra Aerospace Private Limited India 100.00% 100.00% — —
Mahindra First Choice Services Limited India 100.00% 100.00% — —
Mahindra Navistar Engines Private Limited India 51.00% 51.00% — —
Mahindra Bebanco Developers Limited India 35.76% 35.76% 70.00% 70.00%
Industrial Township (Maharashtra) Limited
(formerly known as Mahindra Industrial Township Limited) India 51.08% 51.08% 100.00% 100.00%
Crest Geartech Limited India 51.00% 51.00% 100.00% 100.00%
Mahindra Business & Consulting Services Private Limited
(formerly known as Mahindra IT Consulting Private Limited) India 60.68% 82.05% 100.00% 100.00%
Mahindra Two Wheelers Limited India 80.00% 80.00% — —
Mahindra United Football Club Private Limited India 100.00% 100.00% — —
Defence Land Systems India Private Limited
(formerly known as Mahindra Defence Land Systems
Private Limited) India 100.00% 100.00% — —
Venturbay Consultants Private Limited
[upto 22nd March, 2010 – refer note 3 (iii)] India — 48.83% — 100.00%
Mahindra Metal One Steel Service Centre Limited
(w.e.f. 11th June, 2009) India 100.00% — — —
Raigad Industrial & Business Park Limited
(w.e.f. 18th June, 2009) India 51.08% — 100.00% —

5
Proportion of Proportion of voting
Country of ownership interest power where different
Name of the Subsidiary Company Incorporation as at as at as at as at
31-03-2010 31-03-2009 31-03-2010 31-03-2009
Retail Initiative Holdings Limited (w.e.f. 1st July, 2009) India 100.00% — — —
Mahindra Retail Private Limited (w.e.f. 1st July, 2009) India 78.91% — — —
Mahindra Punjab Tractors Private Limited
(w.e.f. 9th October, 2009) India 100.00% — — —
Mahindra EcoNova Private Limited (w.e.f. 2nd January, 2010) India 100.00% — — —
Mahindra Conveyor Systems Private Limited
(w.e.f. 4th January, 2010) India 100.00% — — —
Foreign Subsidiaries
Mahindra Automotive Australia Pty. Limited Australia 80.00% 80.00% — —
Bristlecone Limited Cayman Islands 81.97% 82.05% — —
Mahindra (China) Tractor Company Limited China 85.90% 84.87% — —
Tech Mahindra (Beijing) IT Services Limited
[upto 22nd March, 2010 – refer note 3 (iii)] China — 48.83% — 100.00%
Mahindra Yueda (Yancheng) Tractor Company Limited China 51.00% 51.00% — —
Mahindra Gears Cyprus Limited Cyprus 53.34% 53.34% 100.00% 100.00%
Tech Mahindra GmbH
[upto 22nd March, 2010 – refer note 3 (iii)] Germany — 48.83% — 100.00%
Bristlecone GmbH Germany 81.97% 82.05% 100.00% 100.00%
Mahindra Engineering GmbH
(formerly known as Plexion Technologies GmbH) Germany 100.00% 100.00% — —
Mahindra Forgings Europe AG Germany 50.68% 60.56% 100.00% 100.00%
Gesenkschmiede Schneider GmbH Germany 50.68% 60.56% 100.00% 100.00%
JECO-Jellinghaus GmbH Germany 50.68% 60.56% 100.00% 100.00%
Falkenroth Umformtechnik GmbH Germany 50.68% 60.56% 100.00% 100.00%
Schöneweiss & Co. GmbH ** Germany 50.68% 60.56% 97.28% 97.28%
MHR Hotel Management GmbH Germany 63.02% 71.47% 75.00% 75.00%
PT Tech Mahindra Indonesia
[upto 22nd March, 2010 – refer note 3 (iii)] Indonesia — 48.83% — 100.00%
Mahindra Europe S.r.l. Italy 80.00% 80.00% — —
Mahindra Graphic Research Design S.r.l. Italy 100.00% 100.00% — —
Metalcastello S.p.A.
(formerly known as Mahindra Metalcastello S.r.l.- name
changed pursuant to merger of Metalcastello S.p.A
w.e.f. 31st December, 2009) Italy 51.00% 51.00% 95.61% 95.61%
st
Metalcastello S.p.A. (upto 31 December, 2009) Italy — 51.00% — 100.00%
Engines Engineering S.r.l. Italy 70.00% 70.00% — —
EFF Engineering S.r.l. Italy 35.70% 35.70% 51.00% 51.00%
ID-EE S.r.l. Italy 49.00% 49.00% 70.00% 70.00%
Bristlecone (Malaysia) SDN. BHD. Malaysia 81.97% 82.05% 100.00% 100.00%
Tech Mahindra (Malaysia) SDN. BHD.
[upto 22nd March, 2010 – refer note 3 (iii)] Malaysia — 48.83% — 100.00%
Heritage Bird (M) SDN. BHD. Malaysia 84.03% 95.29% 100.00% 100.00%
Mahindra Overseas Investment Company (Mauritius) Limited Mauritius 100.00% 100.00% — —

5
MAHINDRA & MAHINDRA LIMITED (CONSOLIDATED)

Proportion of Proportion of voting


Country of ownership interest power where different
Name of the Subsidiary Company Incorporation as at as at as at as at
31-03-2010 31-03-2009 31-03-2010 31-03-2009
Mahindra-BT Investment Company (Mauritius) Limited Mauritius 57.00% 57.00% — —
Mahindra Forgings International Limited Mauritius 50.68% 60.56% 100.00% 100.00%
Mahindra Forgings Global Limited Mauritius 50.68% 60.56% 100.00% 100.00%
Mahindra Gears International Limited Mauritius 100.00% 100.00% — —
Mahindra Gears Global Limited Mauritius 53.34% 53.34% — —
Mahindra Middleeast Electrical Steel Service Centre (FZC) Sharjah 90.00% 90.00% — —
Tech Mahindra (Singapore) Pte. Limited
[upto 22nd March, 2010 – refer note 3 (iii)] Singapore — 48.83% — 100.00%
Bristlecone (Singapore) Pte. Limited Singapore 81.97% 82.05% 100.00% 100.00%
Mahindra & Mahindra South Africa (Proprietary) Limited South Africa 100.00% 90.73% — —
Tech Mahindra (Thailand) Limited
[upto 22nd March, 2010 – refer note 3 (iii)] Thailand — 48.83% — 100.00%
Bristlecone UK Limited U.K. 81.97% 82.05% 100.00% 100.00%
Stokes Group Limited U.K. 50.64% 60.43% 99.92% 99.78%
Stokes Forgings Dudley Limited U.K. 50.64% 60.43% 100.00% 100.00%
Jensand Limited U.K. 50.64% 60.43% 100.00% 100.00%
Stokes Forgings Limited U.K. 50.64% 60.43% 100.00% 100.00%
Mahindra Engineering Services (Europe) Limited U.K. 100.00% 100.00% — —
Tech Mahindra (Americas) Inc.
[upto 22nd March, 2010 – refer note 3(iii)] U.S.A. — 48.83% — 100.00%
Mahindra USA Inc. U.S.A. 100.00% 100.00% — —
Bristlecone Inc. U.S.A. 81.97% 82.05% 100.00% 100.00%
Mahindra Holidays and Resorts USA Inc. U.S.A. 84.03% 95.29% 100.00% 100.00%
Mahindra Technologies Inc.(upto 10th March, 2010) U.S.A. — 100.00% — —
CanvasM (Americas) Inc.
[upto 22nd March, 2010 – refer note 3 (iii)] U.S.A. — 39.11% — 100.00%
th
Mahindra Technologies Services Inc. (w.e.f. 4 June, 2009) U.S.A. 100.00% — — —
Tech Mahindra (Nigeria) Limited
[w.e.f. 18th August, 2009 & upto 22nd March, 2010 –
refer note 3 (iii)] Nigeria — — — —
Tech Mahindra Bahrain Limited S.P.C.
[w.e.f. 3rd November, 2009 & upto 22nd March, 2010 –
refer note 3 (iii)] Bahrain — — — —
BAH Hotelanlagen AG (w.e.f. 11th January, 2010) Austria 83.13% — 98.93% —

* excluding shares issued to ESOP Trust but not allotted to employees as per the Guidance Note on Accounting for Employee Share-based
Payments issued by The Institute of Chartered Accountants of India.
** includes fundamental economic rights and administrative rights (including but not limited to voting rights, information rights and right to
participate in shareholders meetings) in respect of 2.72% shares.
Note : Tech Mahindra Foundation is not consolidated as a subsidiary as it can apply its income for charitable objects only and cannot pay
dividend or transfer funds to its parent. Further, with effect from 23rd March, 2010 Tech Mahindra Limited & all its subsidiaries cease to
be a subsidiary of the Company.

53
(b) Interests in Joint Ventures

The Group’s interests in jointly controlled entities of the Group are :


Name of the Entity Country of Percentage of Percentage of
Incorporation ownership ownership
interest interest
as at 31-03-2010 as at 31-03-2009

a) Mahindra Sona Limited India 29.77% 29.77%


b) PSL Erickson Limited India 18.06% 18.06%

c) Mahindra Water Utilities Limited $ India 50.00% 50.00%


d) Mahindra Inframan Water Utilities Private Limited $ India 50.00% 50.00%

e) Tech Mahindra Limited [w.e.f. 23rd March, 2010 - refer note 3 (iii)] India 43.99% —
Interest in Joint Ventures is accounted for using Proportionate Consolidation Method.
$ Shareholding is through a subsidiary, Mahindra Infrastructure Developers Limited.

The financial statements of all the Joint Ventures are drawn upto 31st March, 2010.
(c) Investment in Associates

The Group’s Associates are :


Name of the Entity Country of Percentage of Percentage of
Incorporation ownership ownership
interest interest
as at 31-03-2010 as at 31-03-2009

Owens Corning (India) Limited India 21.50% 21.50%

Mahindra Construction Company Limited India 43.83% 43.83%


Officemartindia.com Limited India 50.00% 50.00%

Rathna Bhoomi Enterprises Private Limited India 20.43% 20.43%


Kota Farm Services Limited India 37.37% 37.37%

Mriyalguda Farm Solution Limited India 37.37% 37.37%


Mega One Stop Farm Services Limited India 37.37% 37.37%
Mahindra Composites Limited India 30.56% 30.56%

Swaraj Automotives Limited India 44.19% 44.19%


Swaraj Engines Limited India 33.22% 33.22%

Eco Engines (upto 15th January, 2010) Russia — 29.75%


Satyam Computer Services Limited
(w.e.f. 5th May, 2009 and upto 22nd March, 2010 – refer note 4) India — —
st
The financial statements of all the Associates are drawn up to 31 March, 2010.

2. Accounting Policies :
(A) Basis of Accounting :
The financial statements are prepared in accordance with the generally accepted accounting principles in India and comply with the
Accounting Standards notified under sub-section (3C) of Section 211 of the Companies Act, 1956 and the relevant provisions thereof.
(B) Fixed Assets :
(a) (i) Fixed Assets are carried at cost less depreciation except as stated in (iii) below. Cost includes financing cost relating to borrowed
funds attributable to the construction or acquisition of qualifying fixed assets upto the date the asset is ready for use.
(ii) When an asset is scrapped or otherwise disposed off, the cost and related depreciation are removed from the books of account
and resultant profit (including capital profit) or loss, if any, is reflected in the Profit and Loss Account.
(iii) Land and Buildings, of the parent company had been revalued as at 31st October, 1984 at depreciated replacement values on the
basis of a valuation made by a firm of Chartered Surveyors and Valuers. The indices, if any, used are not stated in the valuation.

54
MAHINDRA & MAHINDRA LIMITED (CONSOLIDATED)

(b) (i) Leasehold land is amortised over the period of the lease.

(ii) Depreciation on fixed assets is provided on straight line method over its useful life estimated by management or on the basis of
depreciation rates prescribed under respective local laws.

(iii) Depreciation charge for each year is after deducting the amount representing the depreciation on the increase due to revaluation
of Land and Buildings, transferred from the Revaluation Reserve.
(C) Intangible Assets :

All Intangible Assets are initially measured at cost and amortised so as to reflect the pattern in which the asset’s economic benefits are
consumed.

(a) Technical Knowhow :


The expenditure incurred is amortised over the estimated period of benefit, not exceeding six years commencing with the year of
purchase of the technology.
(b) Development Expenditure :

The expenditure incurred on technical services and other project related expenses are amortised on the completion of the development
work over the estimated period of benefit not exceeding five years.
(c) Software Expenditure :
The expenditure incurred is amortised over three financial years equally commencing from the year in which the expenditure is
incurred.

(d) Websites :
The expenditure incurred is amortised over the estimated period of benefit, not exceeding five years.

(e) Timeshare Weeks :


Intangible assets representing ‘timeshare weeks’ are amortised over a period of ten years.

(f) Trademarks :
The expenditure incurred is amortised over the estimated period of benefit, not exceeding ten years.

(g) Non-Compete Fees :


Non-compete payments are amortised equally over the estimated period of benefit, not exceeding ten years.

(D) Investments :
All long term investments, other than in Associates, are carried at cost. However, provision for diminution in value is made to recognise a
decline other than temporary, in the value of investments. Current investments are valued at the lower of cost and fair value, determined by
category of investment. Investments in Associates are accounted using the equity method.
(E) Inventories :
Inventories are stated at cost or net realisable value, whichever is lower. Cost is arrived at on a weighted average method and includes,
where appropriate, manufacturing overheads and excise duty. Cost of the inventory, includes interest, where appropriate, for long term
projects.
(F) Miscellaneous Expenditure (to the extent not written off or adjusted) :

Expenditure carried forward under this head is amortised as follows :


(a) Finance Charges :

The expenditure incurred in raising long term borrowings is amortised over the period of the borrowings. On early buyback,
conversion or repayment of borrowings, any unamortised expenditure is fully written off in that year.

(b) Separation and Other Costs :


Special Payments/Pensions under Voluntary Retirement Schemes.

The liability is amortised by the year ending March, 2010 from the month in which the liability is incurred.
(G) Foreign Exchange Transactions :

Transactions in foreign currencies are recorded at the exchange rates prevailing on the date of transaction. Monetary items are translated at
the year-end rates. The exchange difference between the rate prevailing on the date of transaction and on the date of settlement as also on
translation of monetary items at the end of the year (other than those relating to long term foreign currency monetary items) is recognised
as income or expense, as the case may be.

55
Exchange differences relating to long term foreign currency monetary items, to the extent they are used for financing the acquisition of
fixed assets are added to or subtracted from the cost of such fixed assets and the balance accumulated in ‘Foreign Currency Monetary Item
Translation Difference Account’ and amortised over the balance term of the long term monetary item or 31st March, 2011 whichever is
earlier.

Any premium or discount arising at the inception of a forward exchange contract is recognised as income or expense over the life of the
contract, except in the case where the contract is designated as a cash flow hedge.

(H) Derivative Instruments and Hedge Accounting :

The Company uses foreign currency forward contracts and currency options to hedge its risks associated with foreign currency fluctuations
relating to certain firm commitments and highly probable forecast transactions. The Company does not hold derivative financial instruments
for speculative purposes. The Company has applied to such contracts the hedge accounting principles set out in Accounting Standard (AS)
30 “Financial Instruments : Recognition and Measurement” by marking them to market.

Changes in the fair value of the contracts that are designated and effective as hedges of future cash flows are recognised directly in
Hedging Reserve Account and the ineffective portion is recognised immediately in the Profit and Loss Account.

(I) Revenue Recognition :

(a) Sales of products and services are recognised when the products are shipped or services rendered. Income from long term contracts
and sale of property (concerning property development activity) is, accounted for on percentage of completion basis. [Refer paragraph
(J) below]

(b) Dividends from investments are recognised in the Profit and Loss Account when the right to receive payment is established.

(J) Long Term Contracts and Property Development Activity :

Income on long term contracts and property development activity is accounted on the percentage of completion basis which necessarily
involves technical estimates of the percentage of completion of each contract/activity, and costs to completion of the contract/activity, on
the basis of which profits/losses are accounted. Such estimates, made by the management and certified to the auditors, have been relied
upon by them, as these are of a technical nature.

Project management fees receivable on fixed period contracts are accounted over the tenure of the contract/agreement. Where the
management fee is linked to the input costs, revenue is recognised as a proportion of the work completed based on progress claim
submitted. Where the management fees are linked to the revenue generation from the project, revenue is recognised on the percentage of
completion basis.

(K) Income from Lease/Hire Purchase :

Finance earnings on lease transactions are calculated by applying the interest rate implicit in the lease, to the investment in the leased
assets, as reduced by the net present value of the lease instalments falling due.

Income from hire purchase contracts entered prior to 1st April, 2001 is accounted for on equated basis in accordance with the terms of the
contract (except in some cases in which it is accounted for by applying the interest rate implicit in such contracts). For hire purchase
transactions entered on or after 1st April, 2001 the income is accounted for by applying the interest rate implicit in such contracts.

(L) Government Grants :

The Company is entitled to various incentives from a State Government, such as grants by way of refund of octroi duty paid by the
Company for its manufacturing unit located in a developing region. In view of the uncertainty in respect of the collection of these grants,
such grants are accounted for as and when the disbursements are received.

(M) Timeshare Business :

The activity of selling Timeshare and providing holiday facilities to members for a specified period each year, over a number of years, for
which membership fee is collected either in full up front, or on a deferred payment basis. Upto 30th September, 2005 out of the total
membership fee, relevant portion reasonably attributable towards cost required to market Timeshare, which is assessed and revised
periodically, is recognised as Timeshare income in the year in which the purchaser of Timeshare becomes a member and the balance
representing ‘Advance towards members’ facilities’ is being recognised as Timeshare income equally over a period for which holiday
facilities are provided commencing from the year in which the member is entitled to benefits of membership under the scheme.

With effect from 1st October, 2005 in accordance with the new membership rules, admission fee, which is non-refundable, is recognised as
income on admission of a member. Entitlement fee, which entitles the Timeshare member for the Timeshare facilities over the membership
usage period, is recognised as income equally over the usage period.

56
MAHINDRA & MAHINDRA LIMITED (CONSOLIDATED)

(N) Employee Benefits :

Defined Contribution Plan/Defined Benefit Plan/Long term compensated absences.

Group’s contributions paid/payable during the year to Superannuation Fund, ESIC and Labour Welfare Fund are recognised in the Profit and
Loss Account.

Contributions to Provident Fund are made to a Trust administered by the Group and are charged to Profit and Loss Account as incurred.

The Company is liable for the contribution and any shortfall in interest between the amount of interest realised by the investment and the
interest payable to members at the rate declared by the Government of India.

Group’s liability towards gratuity, long term compensated absences and post retirement medical benefit schemes are determined by
independent actuaries, using the projected unit credit method. Past services are recognised on a straight line basis over the average period
until the benefits become vested. Actuarial gains and losses are recognised immediately in the statement of Profit and Loss Account as
income or expense. Obligation is measured at the present value of estimated future cash flows using a discounted rate that is determined
by reference to the market yields at the Balance Sheet date on Government Bonds where the currency and terms of the Government Bonds
are consistent with the currency and estimated terms of the defined benefit obligation.

(O) Borrowing Costs :

All borrowing costs are charged to the Profit and Loss Account other than :

(a) Borrowing costs that are attributable to the acquisition or construction of assets that necessarily take a substantial period of time to
get ready for their intended use. These are capitalised as part of the cost of such assets.

(b) Expenses incurred on raising long term borrowings which are amortised over the period of borrowings. On early buyback, conversion
or repayment of borrowings, any unamortised expenditure is fully written off in that year.

(P) Redemption Premium :

Premium payable on redemption of Bonds/Debentures is fully provided and charged to Securities Premium Account (Net of Tax) in the year
of issue.

(Q) Product Warranty :

In respect of warranties on sale of certain products, the estimated costs of these warranties are accrued at the time of sale. The estimates
for accounting of warranties are reviewed and revisions are made as required.

(R) Leases :

The Group’s significant leasing arrangements are in respect of operating leases for premises (residential, office, stores, godowns, etc.). The
leasing arrangements which are not non-cancellable range between eleven months and three years generally, and are usually renewable by
mutual consent on agreed terms. The aggregate lease rentals payable are charged as Rent including lease rentals.

(S) Segment Reporting :

The accounting policies adopted for segment reporting are in line with the accounting policies of the Group. Segments are identified
having regard to the dominant source and nature of risks and returns and internal organisation and management structure.

Revenues and expenses have been identified to the segments based on their relationship to the business activity of the segment.

Income/Expenses relating to the enterprise as a whole and not allocable on a reasonable basis to business segments are reflected as
unallocated corporate income/expenses. Inter-segment transfers are at prices which are generally market led.

(T) Taxes on Income :

Current tax is determined as the amount of tax payable in respect of taxable income for the year. Deferred tax is recognised, subject to
consideration of prudence, on timing differences, being the difference between taxable income and accounting income that originate in
one period and are capable of reversal in one or more subsequent periods. Deferred tax assets arising on account of unabsorbed
depreciation or carry forward of tax losses are recognised only to the extent that there is virtual certainty supported by convincing evidence
that sufficient future tax income will be available against which such deferred tax assets can be realised.

(U) Income from Securitisation and Assignment :

Securitised assets are derecognised as the contractual rights therein are transferred to the special purpose vehicle or buyers as the case may
be. On derecognition, the difference between book value of the securitised asset and consideration received as reduced by the estimated
provision for loss/expense and incidental expenses related to the transaction is recognised as gain or loss arising on securitisation.

In case of assignment of receivables the assets are derecognised as all the rights, titles, future receivables and interest thereof are assigned
to the purchaser. On derecognising, the difference between book value of the receivables assigned and consideration received as reduced
by the estimated provision for loss/expense and incidental expenses related to the transaction is recognised as gain or loss arising on
assignment.

57
3. Changes in Group Structure : During the year ended 31st March, 2010, the following changes in Group structure have taken place and the same
have been appropriately dealt with in the Consolidated Financial Statements.

i. Mahindra Holidays & Resorts India Limited (MHRIL) : During the current year Mahindra Holidays & Resorts India Limited (MHRIL), a
subsidiary of the Company, had come out with an IPO which was accompanied by a simultaneous offer for sale of its’ shares held by M&M.
This has resulted in a dilution of M&M’s holding in MHRIL from 95.29% to 84.03%. While in the standalone accounts, M&M had reported
a profit on this transaction of Rs.90.75 crores, in the consolidated accounts of the Company, a deemed divestiture gain of Rs.112.55 crores
has been accounted for as an exceptional item.

ii. Mahindra Forgings Limited (MFL) : During the current year Mahindra Forgings Limited (MFL), a subsidiary of the Company, had issued and
allotted fresh equity shares to Qualified Institutional Buyers (QIBs). Further M&M also opted to convert the preferential warrants issued by
MFL to the Company. As a consequence of this the Group’s holding in MFL has reduced from 60.56% to 50.68%. These changes have
collectively resulted in a deemed divestiture gain of Rs.12.89 crores which has been reflected as an exceptional item in the consolidated
accounts.

iii. Tech Mahindra Limited (TML) : M&M and Mahindra-BT Investment Company (Mauritius) Limited (MBTICM), a subsidiary of the Company,
were effectively holding 48.62% in the equity of Tech Mahindra Limited (TML). MBTICM had entered into an option agreement whereby it
had granted AT&T an option to acquire its investment in TML at a fixed price of US$ 3.5022 per share. Pursuant to the same, AT&T has
exercised its Options and acquired 98,70,912 equity shares of TML on 22nd March, 2010 from MBTICM.

At the year end the effective shareholding of the Company alongwith MBTICM in TML stands reduced to 43.99%, resulting in TML
alongwith its subsidiary companies ceasing to be Subsidiaries of the Company with effect from 22nd March, 2010.

For the purposes of the Balance Sheet as at 31st March, 2010, TML has, on a consolidated basis, been treated as a Joint Venture, in
accordance with the provisions of Accounting Standard 27 dealing with Financial Reporting of Interests in Joint Venture.

While the sale of shares has resulted in a gain of Rs.94.96 crores for MBTICM, the de-subsidiarisation of Tech Mahindra group has resulted
in a deemed divestiture loss amounting to Rs. 45.21 crores and these have been reflected in the consolidated accounts as exceptional
items.

iv. Mahindra Hinoday Industries Limited (MHIL) : In accordance with a scheme of amalgamation sanctioned by the Hon’ble High Court of
Judicature, Bombay vide its order dated 10th July, 2009 Mahindra Hinoday Industries Limited (MHIL), a subsidiary of Mahindra Castings
Private Limited (MCPL), has merged with MCPL with effect from 1st April, 2008, the appointed date. In accordance with the Court Order,
the assets and liabilities of MHIL have been transferred at their respective fair values. Since the merger was effective 1st April, 2008, the
impact of accounting treatment in accordance with the Court Order, amounting to Rs.2.26 crores, has been accounted as a prior period
item.

v. Metalcastello S.p.A. (MMCS) : In accordance with a scheme of amalgamation sanctioned by The Ordinary Court Room, Italy vide its order
dated 17th December, 2009, Metalcastello S.p.A., a subsidiary of Mahindra Metalcastello S.r.l. (MMCS), has merged with MMCS with effect
from 1st April, 2009, the appointed date.

vi. Mahindra Shubhlabh Services Limited (MSSL) : In terms of the proposed scheme of arrangement between Mahindra Shubhlabh Services
Limited (MSSL), and the Company the scheme would be operative, pending statutory approvals, with effect from 1st January, 2010. The
scheme proposes restructuring of the non-fruit business of MSSL as a result of which the non-fruit business would be transferred to the
Company. Pending the approvals, the financial statements of MSSL, an existing subsidiary of the Company, have been considered in the
Consolidated Financial Statements without considering the impact of the proposed scheme.

4. The Consolidated Financial Statements of the Company do not include Satyam Computer Services Limited (SCSL) and its subsidiaries, as SCSL is
in the process of restating its financials. The Company Law Board vide its order dated 15th April, 2009 has given extension of time till 30th June,
2010 to SCSL for filing of the documents with various statutory authorities. The Securities Exchange Board of India vide its letter dated 19th April,
2010 has approved the publishing of the Consolidated Financial Statements of the Company for the year ended 31st March, 2010 without
including SCSL and its subsidiaries. Hence the impact of post acquisition profit/loss of SCSL on ‘Share of Profit of Associates for the year’, ‘Group
Share in Investments of Joint Ventures’ and ‘Reserves and Surplus’ is not considered in the Consolidated Financial Statements of the Group for
the current year.

5. The Guidance Note on Accounting for Employee Share-based Payments issued by The Institute of Chartered Accountants of India requires that
shares allotted to a trust but not transferred to employees be reduced from Share Capital and Reserves. Accordingly, the Company has reduced
the Share Capital by Rs. 3.63 crores (2009 : Rs. 3.10 crores), Securities Premium by Rs. 84.29 crores (2009 : Rs. 15.20 crores) for the 72,63,296
shares of Rs. 5 each (2009 : 31,02,653 shares of Rs. 10 each) held by the trust pending transfer to the eligible employees.

The Share Capital of the Company has also been reduced and the General Reserve increased by Rs. 2.63 crores (2009 : Rs. 3.10 crores) for the
52,63,296 bonus shares of Rs. 5 each (2009 : 31,02, 653 shares of Rs. 10 each) issued by the Company in September, 2005 to the trust but not
yet transferred by the trust to the employees. The above monies which are treated as advance received from it, is included under Current
Liabilities.

6. Consequent to the announcement issued by The Institute of Chartered Accountants of India dated 29 th March, 2008 in respect of forward
exchange contracts and currency and interest rate swaps, the Company has applied the Hedge Accounting principles set out in the Accounting

58
MAHINDRA & MAHINDRA LIMITED (CONSOLIDATED)

Standard (AS) 30 “Financial Instruments : Recognition and Measurement”. Accordingly, such contracts are marked to market and the gain
aggregating Rs. 80.02 crores (Net of Tax of Rs. 27.20 crores) [2009 : Loss of Rs. 479.90 crores (Net of Tax of Rs. 223.57 crores)] arising
consequently on contracts that were designated and effective as hedges of future cash flows has been recognised directly in the Hedging
Reserve Account.

7. Loans :

(a) Secured borrowings are secured by a pari-passu charge on immovable properties of the entities both present and future, subject to certain
exclusions and are also secured by pari-passu charge on the movable properties of the Entities including movable machinery, machinery
spares, tools and accessories, both present and future, subject to certain exclusions.

(b) Loans and Advances from Banks are secured by a first charge on whole of the Current Assets namely inventories, certain book debts,
outstanding monies, receivables, claims, etc. both present and future.

8. (a) The depreciation charge for the year excludes :

i) An amount of Rs. 0.42 crores (2009 : Rs. 0.38 crores), representing depreciation on the increase due to revaluation of Land and
Buildings transferred from the Revaluation Reserve.

ii) An amount of Rs. 6.71 crores (2009 : Rs. 4.08 crores), representing depreciation on assets used for development work. This
expenditure is transferred to Development Expenditure and is appropriately amortised.

(b) Additions to assets include assets taken over due to acquisition of subsidiaries :

Rupees crores

Description of Assets Cost Depreciation/


Amortisation

Land - Leasehold ......................................................................................................................... 26.21 —

Plant and Machinery ................................................................................................................... 6.12 0.59

Furniture and Fittings .................................................................................................................. 6.62 0.50

Vehicles, Cycles, etc. .................................................................................................................... 1.10 0.22

Software Expenditure .................................................................................................................. 3.11 0.80

Property – Leasehold ................................................................................................................... 6.98 0.53

Total ............................................................................................................................................ 50.14 2.64

9. During the year, Mahindra & Mahindra Financial Services Limited has without recourse assigned loan receivables of 31,628 (2009 : 32,083)
contracts amounting to Rs. 1,044.61 crores (2009 : Rs. 1,036.23 crores) (including future interest receivable) for a consideration of Rs. 971.28
crores (2009 : Rs. 915.11 crores) and de-recognised the assets from the books. The income booked in respect of assignment of receivables
includes certain amount towards cost of future servicing of the assigned pool and an appropriate amount has been provided towards
expenditure for future services. On assignment of receivables income is booked at Rs. 190.58 crores (2009 : Rs. 151.95 crores) and provision for
estimated loss/expenses of Rs. 80.51 crores (2009 : Rs. 54.27 crores). During the year provision in respect of securitisation of Rs. 15.46 crores
(2009 : Rs. 7.67 crores) considered no longer necessary has been written back.

10. The Company had issued during the year ended 31st March, 2007, Zero Coupon Foreign Currency Convertible Bonds (Bonds 2011) aggregating
US$ 200 million, at par. The bond holders have an option to convert these bonds into Equity Shares with full voting rights or Global Depository
Receipts (GDRs) determined at an initial conversion price of Rs. 461.02 per share of Rs. 5 each (2009 : Rs. 922.04 per share of Rs. 10 each) with
fixed exchange rate of conversion of Rs. 44.42 = US$ 1, at any time on or after 7th May, 2006 upto 7th March, 2011.

The Bonds 2011 may be redeemed, in whole but not in part, at the option of the Company at any time on or after 13th April, 2008 subject to
satisfaction of certain conditions. Unless previously converted, redeemed or purchased and cancelled, the bonds fall due for redemption on 14th
April, 2011 at 128.03 per cent of their principal amount. Bonds 2011 of the face value of US$ 10.50 million have been bought back and
cancelled in the previous year. Upto 31st March, 2010, none of the Bonds 2011 have been converted into equity shares/GDRs.

The net proceeds of Rs. 48.46 crores, unutilised as at 31st March, 2010, is disclosed under Cash and Bank balances.

The Company’s 93,95,974 Unsecured Fully and Compulsorily Convertible Debentures (FCD’s) having face value of Rs. 745 per FCD issued during
the year ended 31st March, 2009, were compulsorily converted on 27th January, 2010 into 93,95,974 Ordinary (Equity) shares of Rs. 10 each
[before sub division of the Ordinary (Equity) Shares] of the Company at a premium of Rs. 735 per share. Consequent to the conversion the Share
Capital and Securities Premium Account of the Company have increased by Rs. 9.40 crores and Rs. 690.60 crores respectively.

5
11. Employee Defined Benefits :
Defined benefit plans – as per Actuarial Valuation on 31st March, 2010
Rupees crores
Funded Plan Unfunded Plans
Gratuity Gratuity Post Retirement Post Retirement
Medical Benefits Housing Allowance
2010 2009 2010 2009 2010 2009 2010 2009
A Expense recognised in the statement
of Profit & Loss Account for the
year ended 31st March
1 Current Service Cost 25.96 22.19 12.27 21.60 0.44 0.23 1.50 —
2 Interest Cost 26.96 20.57 9.00 10.59 0.41 0.25 0.84 —
3 Expected return on Plan Assets (18.66) (19.82) (0.10) (0.04) — — — —
4 Actuarial (Gains)/Losses (10.90) 35.86 (4.84) 8.21 4.32 1.80 (1.77) —
5 Past Service Cost 12.14 0.03 (0.02) 0.05 — — — —
6 Settlement Cost — — — — — — — —
7 Payments on account of
employee transferred (0.22) (0.04) (0.07) — — — — —
8 Effect of the limit in Para 59(b)
of the revised AS 15 0.08 (0.01) — — — — — —
9 Total expense recognised in
Personnel (Sch XII) 35.36 58.78 16.24 40.41 5.17 2.28 0.57 —
B. Net Asset/(Liability) recognised in the
Balance Sheet as at 31st March
1 Present Value of Defined Benefit
Obligation as at 31st March 378.12 337.58 162.51 116.27 9.88 4.99 10.99 —
2 Fair value of Plan Assets as at
31st March 305.04 230.08 0.05 0.21 — — — —
3 Amount not recognised
as an asset (0.21) (3.92) — 39.65 — — — —
4 Funded status [Surplus/(Deficit)] (72.87) (103.58) (162.46) (155.71) (9.88) (4.99) (10.99) —
5 Net Asset/(Liability) as at
31st March (72.87) (103.58) (162.46) (155.71) (9.88) (4.99) (10.99) —
C. Change in the obligations during
the year ended 31st March
1 Present Value of Defined Benefit
Obligation at the beginning of
the year 341.72 278.71 95.95 32.04 5.00 2.95 10.42 —
2 Adjustment to the opening
balance/Exchange rate variation (0.17) — 57.06 — — — — —
3 Obligations arising on account
of acquisitions during the year — (3.08) 2.42 0.68 — — — —
4 Current Service Cost 25.96 22.19 12.27 61.24 0.44 0.23 1.50 —
5 Interest Cost 26.96 20.58 9.01 10.59 0.41 0.25 0.84 —
6 Actuarial (Gains)/Losses (6.15) 35.86 (4.78) 8.16 4.32 1.80 (1.77) —
7 Liabilities settled on sale of
business 0.28 — — (3.12) — — — —
8 Benefits paid (22.62) (12.54) (9.40) (13.70) (0.29) (0.23) — —
9 Past Service Cost 12.14 — (0.02) 0.06 — — — —
10 Present Value of Defined
Benefit Obligation at the
end of the year 378.12 341.72 162.51 95.95 9.88 5.00 10.99 —

6
MAHINDRA & MAHINDRA LIMITED (CONSOLIDATED)

Rupees crores
Funded Plan Unfunded Plans
Gratuity Gratuity Post Retirement Post Retirement
Medical Benefits Housing Allowance
2010 2009 2010 2009 2010 2009 2010 2009

D. Change in the fair value of plan


assets during the year ended
31st March

1 Fair value of Plan Assets at the


beginning of the year 239.13 217.95 — — — — — —

2 Adjustment to the opening


balance/Exchange rate variation (4.21) — — — — — — —

3 Fair value of Plan Assets arising


on account of acquisitions
during the year 1.01 (0.16) — — — — — —

4 Expected return on Plan Assets 18.17 20.03 — — — — — —

5 Actuarial Gains/(Losses) 7.26 0.27 — — — — — —

6 Contributions by employer 66.30 10.59 0.05 2.41 0.28 0.22 — —

7 Asset distributed on sale of


business — 1.76 — — — — — —

8 Actual Benefits paid (22.62) (11.31) — (2.41) (0.28) (0.22) — —

9 Fair value of Plan Assets


at the end of the year 305.04 239.13 0.05 — — — — —

10 Actual return on Plan Assets 22.24 17.38 — — — — — —

E. Major category of Plan Assets


as a percentage of total plan

Insurer Managed Funds 97.96% 100.00%

Others 2.04% 0.00%

F. Actuarial Assumptions

1 Discount Rate (Basis - prevailing 7.50 % - 7.50 % - 6.85 % - 7.50 % - 7.60 % - 7.50 % -
market yields of govt. securities) 8.45 % 8.50 % 8.50 % 8.50 % 8.45 % 8.50 % 8.45%

2 Expected Rate of return on 7.50 % -


Plan Assets 7.07% 9.50 %

3 In-service Mortality Indian Assured Lives Mortality (1994-96) Modified ultimate

4 Turnover rate Age 21 to 5.00% Age 21 to Age 21 to 5.00% Age 21 to


30 - 10% 44 -25% 30 - 10% 30 - 10%

Age 31 to Age 44 to Age 31 to Age 31 to


40 - 3% 59 - 10% 40 - 5% 40 - 5%

Age 41 to Age 41 to Age 41 to


59 - 2% 50 - 3% 50 - 3%

Age 51 Age 51
and and
above - above -
2% 2%

5 Medical Premium inflation 3.00%- 3.00%-


6.00% 6.00%

6
One percentage point increase in One percentage point decrease in
medical inflation rate medical inflation rate
G. Effect of one percentage point
change in the assumed medical
inflation rate
Current Year
Effect on the aggregate service and
interest cost of Post Employment
Medical benefits 0.25 (0.20)
Effect on the accumulated
Post Employment Medical benefit
obligations 1.38 (1.11)
Previous Year
Effect on the aggregate service and
interest cost of Post Employment
Medical benefits 0.14 (0.16)
Effect on the accumulated
Post Employment Medical benefit
obligations 0.46 (1.38)
Rupees crores
Period ended
H. Experience Adjustments 2010 2009 2008 2007

Gratuity (Funded)

Defined Benefit Obligation 378.12 341.72 278.71 204.46


Plan Assets 305.04 239.13 217.95 144.67
(Deficit)/Surplus (73.08) (102.59) (60.76) (59.79)
Experience adjustments on Plan Liabilities 13.40 34.34 (3.36) —
Experience adjustments on Plan Assets 4.92 0.02 — —

Gratuity (Unfunded)

Defined Benefit Obligation 162.51 95.95 52.75 32.05

Plan Assets 0.05 — — —

(Deficit)/Surplus (162.46) (95.95) (52.75) (32.05)


Experience adjustments on Plan Liabilities (0.26) 0.02 — —
Post Retirement Medical Benefits (Unfunded)
Defined Benefit Obligation 9.88 5.00 2.95 3.30
Plan Assets — — — —
(Deficit)/Surplus (9.88) (5.00) (2.95) (3.30)
Experience adjustments on Plan Liabilities 5.21 1.24 (0.49) 0.07
Post Retirement Housing Allowance (Unfunded)
Defined Benefit Obligation 10.99 — — —
Plan Assets — — — —
(Deficit)/Surplus (10.99) — — —
Experience adjustments on Plan Liabilities 0.15 — — —

Basis used to determine expected rate of return on assets :


Based on expectation of the average long term rate of return expected on investment of the fund, during the estimated term of obligation.
The estimate of future salary increase, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant
factors, such as supply and demand in the employment market.

6
MAHINDRA & MAHINDRA LIMITED (CONSOLIDATED)

12. The Customs, Excise, and Service Tax Appellate Tribunal (CESTAT) by its order dated 7th December, 2009 has rejected the Company’s appeal
against the order dated 30th March, 2005 passed by the Commissioner of Central Excise (Adjudication), Navi Mumbai confirming the demand
made on the Company for payment of differential excise duty (including penalty) of Rs. 304.11 crores in connection with the classification of
Company’s Commander range of vehicles, during the years 1991-1996. Whilst the Company had classified the Commander range of vehicles as
10-seater attracting a lower rate of excise duty, the Commissioner of Central Excise (Adjudication), Navi Mumbai, has held that these vehicles
could not be classified as 10-seaters as they did not fulfil the requirement of 10-seater vehicles, as provided under the Motor Vehicles Act, 1988
(MVA) and Maharashtra Motor Vehicles Rules, 1989 (MMVR) and as such attracted a higher rate of excise duty.
In earlier collateral proceedings on this issue, the CESTAT had by an Order dated 19th July, 2005 settled the controversy in the Company’s favour.
The CESTAT had accepted the Company’s submission that MVA and MMVR could not be referred to for determining the classification for the
purpose of levy of excise duty and rejected the Department’s Appeal against the Order of the Collector, Central Excise classifying the Commander
range of vehicles as 10-seaters. The Department’s appeal against the CESTAT Order dated 19th July, 2005 is pending before the Supreme Court
of India but the operation of the Order has not been stayed.
The Company has filed an appeal against the aforesaid order dated 7th December, 2009 inter alia, on the grounds that the MVA and MMVR
cannot be referred to for the purpose of determining the excise classification, as has been repeatedly held by various judicial fora, including the
Supreme Court and particularly by CESTAT vide its order dated 19th July, 2005 in the Company’s own case referred to above.
Without prejudice to the grounds raised in the appeal, the Company has paid an amount of Rs. 40 crores in January, 2010. Pending admission
of the Company’s appeal the Supreme Court has passed an interim order staying the recovery of the balance amount till further orders.
In another case relating to Armada range of vehicles manufactured during the years 1992 to 1996, by the Company at its Nashik facility, the
Commissioner of Central Excise, Nashik passed an order dated 20th March, 2006 confirming a demand of Rs. 24.75 crores, on the same grounds
as adopted for Commander range of vehicles. The CESTAT has given an unconditional stay against this order, which is yet to be finally heard by
the Tribunal.
The Company strongly believes, based on legal advice it has received, that the CESTAT order dated 7th December, 2009 which is under appeal in
the Supreme Court is not sustainable in law and hence the Company has a very good chance of succeeding in the matter. As such, the Company
does not expect any liability on this account. However, in view of the CESTAT order, the Company has reflected the above amount aggregating
Rs. 328.86 crores and the interest of Rs. 168.05 crores accrued on the same upto 31st March, 2010, as a Contingent Liability in the Accounts
and the same is included in the amounts disclosed under Note 13 (b)(i).
13. Contingent Liability :
(a) Guarantees given :
Rupees crores
Outstanding amounts against the guarantees
2010 2009
For employees ................................................................................................................ 1.05 1.05
For other companies ...................................................................................................... 330.72 181.39
Others ............................................................................................................................ 2.42 105.85
Group share in Joint Ventures Rs. 25.29 crores (2009 : Rs. Nil)
(b) Claims against the Companies not acknowledged as debts comprise of :
(i) Excise Duty, Sales tax and Service tax claims disputed by the Companies relating to issues of applicability and classification aggregating
Rs. 1,004.38 crores (Net of Tax : Rs. 726.63 crores) [2009 : Rs. 427.70 crores (Net of Tax : Rs. 280.02 crores)].
(ii) Other Matters (excluding claims where amounts are not ascertainable) : Rs. 94.04 crores (Net of Tax : Rs. 68.41 crores) [2009 : Rs.
104.68 crores (Net of Tax : Rs. 50.79 crores)].
(iii) On Capital account : Rs. 1.18 crores (2009 : Rs. 1.18 crores).
(iv) Group Share in Joint Ventures Rs. 7.89 crores (Net of Tax : Rs. 7.75 crores) [2009 : Rs. 0.38 crores (Net of Tax : Rs. 0.38 crores)].

(c) Taxation matters :


(i) Demands not acknowledged as debts and not provided for, relating to issues of deductibility and taxability in respect of which the
matters are in appeal and exclusive of the effect of similar matters in respect of assessments remaining to be completed :
- Income Tax : Rs. 409.78 crores (2009 : Rs. 368.52 crores)
- Group Share in Joint Ventures : Rs. 22.57 crores (2009 : Rs. 0.29 crores)
(ii) Items which have succeeded in appeal, but the Income Tax Department is pursuing/likely to pursue in appeal/reference and exclusive
of the effect of similar matters in respect of assessments remaining to be completed :
- Income Tax matters : Rs. 70.58 crores (2009 : Rs. 58.63 crores)
- Surtax matters : Rs. 0.13 crores (2009 : Rs. 0.13 crores)
(d) Bills discounted not matured Rs. 31.40 crores (2009 : Rs. 91.31 crores).

(e) Corporate undertaking on Securitisation/Assignment by Mahindra & Mahindra Financial Services Limited Rs. 626.25 crores
(2009 : Rs. 458.20 crores).

63
14. (a) Provision - Others Rs. 336.29 crores (2009 : Rs. 389.37 crores) includes provision for warranty Rs. 213.06 crores (2009 : Rs. 170.55
crores). This relates to warranty provision made in respect of sale of certain products, the estimated costs of which are accrued at the time
of sale. The products are generally covered under a free warranty period ranging from six months to three years.
(b) Provision for Contingencies Rs. 5.70 crores (2009 : Rs. 11.08 crores) is in respect of labour demands under negotiation at certain locations
of the Company. The ultimate settlement is contingent on the conclusion of negotiations.
(c) Provision for retired assets Rs. 15.83 crores (2009 : Rs. 16.89 crores) is in respect of diminution in value of certain assets substantially
retired from active use.

The movement in above provisions is as follows :


Rupees crores
Warranty Contingency Retired assets
Provisions 2010 2009 2010 2009 2010 2009
st
Balance as at 1 April .............................................................. 170.55 139.11 11.08 9.55 16.89 17.01
Add : On Amalgamation during the year ............................... 0.43 0.25 — — — —

Add : Provision made during the year .................................... 128.40 120.33 4.77 6.85 — —
Less : Utilisation/Reversal during the year ................................ 86.32 89.14 10.15 5.32 1.06 0.12
st
Balance as at 31 March ......................................................... 213.06 170.55 5.70 11.08 15.83 16.89

Group Share in Joint Venture : Rs. 0.12 crores (2009 : Rs. 0.10 crores)
15. The estimated amount of contracts remaining to be executed on capital account and not provided for as at 31st March, 2010 is Rs. 1,400.29
crores (2009 : Rs. 1,259.97 crores).
Group Share in Joint Ventures : Rs. 118.01 crores (2009 : Rs. 0.29 crores).

16. Research and Development expenditure debited to the Profit and Loss account, including certain expenditure based on allocations made
aggregate Rs. 275.72 crores (2009 : Rs. 240.47 crores).
Group Share in Joint Ventures : Rs. NIL (2009 : Rs. 0.03 crores).

17. The components of Deferred Tax Liability and Assets as at 31st March, 2010 are as under :
Rupees crores
2010 2009
Deferred Tax Liability :
(i) On fiscal allowances on Fixed Assets ........................................................................................ 517.47 445.30

(ii) Others ....................................................................................................................................... 207.20 140.45


Group Share in Joint Ventures .................................................................................................. 0.22 0.50
724.89 586.25
Deferred Tax Assets :
(i) Provision for Compensated absences ....................................................................................... 97.04 101.40

(ii) Provision for Doubtful Debts/Advances .................................................................................... 247.19 209.99


(iii) Unabsorbed depreciation carried forward # ............................................................................ 113.47 115.66

(iv) Premium on Redemption of Zero Coupon Convertible Bonds ................................................. 18.10 40.08
(v) Provision for Gratuity ................................................................................................................ 14.09 1.49
(vi) Provision for Post Retirement Medical Expenses ....................................................................... 0.02 17.61

(vii) Others ....................................................................................................................................... 174.50 287.54


Group Share in Joint Ventures .................................................................................................. 12.27 0.88
676.68 774.65
Net Deferred Tax Liability/(Assets) ..................................................................................................... 48.21 (188.40)

# (considered, as there are compensatory timing differences the reversal of which, will result in sufficient future taxable income against which
this can be realised).

64
MAHINDRA & MAHINDRA LIMITED (CONSOLIDATED)

18. Exceptional items of Rs. 250.23 crores (Credit) [2009 : Rs. 76.39 crores (Debit)], comprise of the following :
Rupees crores
2010 2009
1. Profit on divesture of Long Term Investments (Net) ............................................................................ 264.56 83.18
2. Impairment of Assets ........................................................................................................................... (6.35) (311.25)
3. Transferred from Investment Fluctuation Account .............................................................................. — 154.38
4. Restructuring Cost ............................................................................................................................... (3.82) —
5. Amortisation of liability ....................................................................................................................... — (5.30)
6. Others .................................................................................................................................................. (4.16) 2.60

Total ................................................................... 250.23 (76.39)


Figures in brackets signify charge to Profit and Loss account.

19. Adjustments pertaining to previous years, net of current and deferred tax, comprise of the following :
Rupees crores
2010 2009
1. (Excess)/Short provision of Income Tax in respect of previous years ................................................... 0.15 0.07
2. Other Adjustments ............................................................................................................................... 4.12 6.29

Total ................................................................... 4.27 6.36

20. (a) Dividends on other investments Rs. 68.87 crores (2009 : Rs. 100.94 crores) includes Rs. 66.87 crores (2009 : Rs. 100.94 crores) in respect
of current investments and Rs. 2.00 crores (2009 : Rs. Nil) in respect of long term investment.
(b) Profit on sale of investments (Net) includes profit on disposal of current investments (Net) Rs. 3.68 crores (2009 : Rs. 12.53 crores), and
profit on disposal of long term investments (Net) Rs. 10.30 crores (2009 : Rs. 35.25 crores).
21. Work-in-progress – Property Development Activity and Long Term Contracts and Advances recoverable in cash or kind or for value to be received
includes Rs. 68.73 crores (2009 : Rs. 68.73 crores) on account of certain projects, the commencement of which has been delayed pending
resolution of certain matters including receipt of approvals and outcome of court cases.
22. Related Party Disclosures :
(a) Names of related parties where transactions have taken place during the year :
Where Control exists :

Sl. No. Name of the Company


1. Tech Mahindra Foundation [upto 22nd March, 2010 - refer note 3 (iii)]

Associates :

Sl. No. Name of the Company Sl. No. Name of the Company

1. Owens Corning (India) Limited 7. Mriyalguda Farm Solution Limited


2. Mahindra Construction Company Limited 8. Mega One Stop Farm Services Limited
3. Officemartindia.com Limited 9. Eco Engines (upto 15th January, 2010 on which date it got
liquidated)
4. Rathna Bhoomi Enterprises Private Limited 10. Swaraj Automotives Limited
5. Mahindra Composites Limited 11. Swaraj Engines Limited
6. Kota Farm Services Limited 12. Satyam Computer Services Limited (w.e.f. 5th May, 2009 and
upto 22nd March, 2010) – (refer note 4)

Joint Ventures :

Sl. No. Name of the Company Sl. No. Name of the Company

1. Mahindra Sona Limited 4. PSL Erickson Limited


2. Mahindra Water Utilities Limited 5. Tech Mahindra Limited [w.e.f. 23rd March, 2010 – refer note 3(iii)]
3. Mahindra Inframan Water Utilities Private Limited

65
Key Management Personnel :
Vice Chairman and Managing Director ........................................... Mr. Anand Mahindra
Executive Directors ........................................................................... Mr. B.N. Doshi
Mr. A.K. Nanda
Welfare Funds :
Sl. No. Name of the Fund
1. Mahindra World School Education Trust
2. M&M Benefit Trust
3. M&M Employee’s Welfare Fund
4. M&M Employee’s Farm Equipment Sector Employee’s Welfare Fund
5. M&M Fractional Entitlements Trust

(b) The related party transactions are as under :


Rupees crores

Sl. Nature of Transactions Subsidiary Associate Joint Key Welfare


No. Companies Companies Ventures Management Funds
# Personnel

1. Purchases :

Goods ............................................................... — 308.91 89.55 — —


(—) (236.22) (71.01) (—) (—)
Fixed Assets ...................................................... — 0.22 — — —
(—) (—) (—) (—) (—)
Services ............................................................. — 16.81 — — —
(—) (0.07) (—) (—) (—)
2. Sales :
Goods ............................................................... — 8.22 3.21 — —
(—) (1.73) (2.26) (—) (—)
Fixed Assets ...................................................... — — — — —
(—) (0.16) (—) (—) (—)
Services ............................................................. — 2.17 0.99 — —
(—) (6.38) (0.99) (—) (—)
3. Deputation of Personnel :
To Related Parties ............................................. — 4.15 — — —
(—) (0.52) (—) (—) (—)
4. Provisions for :
Doubtful Debts/Advances during the year ....... — @ — — 10.00
(0.07)* (—) (—) (—) (—)
Diminution in value of other assets written back — @ — — —
(—) (0.04) (—) (—) (—)
5. Finance :
Interest Received .............................................. — 0.46 — — —
(—) (1.85) (—) (—) (—)
Dividend Distributed ........................................ — — — — 26.86
(—) (—) (—) (—) (1.05)
Dividend Received ............................................ — 2.60 1.31 — —
(—) (2.52) (0.98) (—) (—)

66
MAHINDRA & MAHINDRA LIMITED (CONSOLIDATED)

Rupees crores

Sl. Nature of Transactions Subsidiary Associate Joint Key Welfare


No. Companies Companies Ventures Management Funds
# Personnel

6. Other Transactions :
Other Income ................................................... — 0.29 — — 25.92
(—) (7.18) (—) (—) (—)
Other Expenses ................................................ 2.84* 0.67 — 0.01 —
(8.45)* (0.01) (—) (—) (—)
Reimbursements received from parties. ........... — 1.04 0.03 — —
(—) (0.01) (0.03) (—) (—)
Reimbursements made to parties .................... — 0.29 — — —
(—) (0.03) (—) (—) (—)
Advances given by group companies .............. — @ — — 7.00
(—) (@) (—) (—) (15.00)
7. Outstandings :
Payables ............................................................ — 16.00 14.85 3.10 —
(—) (30.94) (12.66) (2.20) (—)
Receivables ....................................................... — 5.53 2.92 — 22.00
(—) (19.64) (1.18) (—) (15.00)
Inter Corporate Deposits given ........................ — 4.59 — — —
(—) (5.73) (—) (—) (—)
8. Provision for Diminution in value of other
related assets ................................................... — 7.95 — — —
(—) (7.65) (—) (—) (—)
9. Provision for Doubtful debts/advances ............ — 5.33 — — 10.00
(—) (5.33) (—) (—) (—)
10. Managerial Remuneration ................................ — — — 6.56 —
(—) (—) (—) (5.16) (—)
11. Dividends .......................................................... — — — 0.45 —
(—) (—) (—) (0.52) (—)
12. Stock Options ................................................... — — — 0.05 —
(—) (—) (—) (0.07) (—)
13. Issue of Ordinary (Equity) Shares ..................... — — — — —
(—) (—) (—) (—) (1,459.76)
14. Guarantees and Collaterals given. ................... — — 9.00 — —
(—) (—) (9.00) (—) (—)

Previous year’s figures are in brackets.


@ denotes amounts less than Rs. 50,000.
* Amount pertains to Tech Mahindra Foundation.
# Transactions with Joint Ventures have been disclosed at full value.

67
Significant related party transactions are as under :
Rupees crores

Nature of Transactions Associate Companies Amount Joint Ventures# Amount

1 Purchases – Goods ................................. Swaraj Engines Ltd 294.63 Mahindra Sona Ltd 89.55
(225.72) (71.01)
2. Purchases – Fixed Assets ........................ Satyam Computer Services Ltd 0.22
(—)
3. Purchases – Services ............................... Swaraj Engines Ltd —
(0.07)
Satyam Computer Services Ltd 16.81
(—)
4. Sales – Goods ......................................... Swaraj Engines Ltd 8.22 Mahindra Sona Ltd 3.21
(1.71) (2.26)
5. Sales – Fixed Assets ................................ Swaraj Automotives Ltd —
(0.16)
6. Sales – Services ....................................... Swaraj Engines Ltd — Mahindra Water Utilities Ltd 0.95
(2.38) (0.95)

Swaraj Automotives Ltd 0.32


(0.78)
Owens Corning (India) Ltd 0.47
(3.21)
Satyam Computer Services Ltd 1.37
(—)
7. Deputation of Personnel .......................... Mahindra Composites Ltd 0.42
(0.52)
Swaraj Automotives Ltd 0.49
(—)
Swaraj Engines Ltd 3.25
(—)
8. Doubtful Debts/Advances ....................... Kota Farm Services Ltd @
(—)
Mriyalguda Farm Solution Ltd @
(—)
Mega One Stop Farm Services Ltd @
(—)
9. Interest Received ..................................... Owens Corning (India) Ltd 0.46
(1.85)

10.Write back of provision of doubtful


debts/advances ........................................ Kota Farm Services Ltd —
(0.04)
Mriyalguda Farm Solutions Ltd @
(—)

68
MAHINDRA & MAHINDRA LIMITED (CONSOLIDATED)

Rupees crores

Nature of Transactions Associate Companies Amount Joint Ventures# Amount

11. Dividend Received ................................. Swaraj Automotives Ltd 0.26 Mahindra Sona Ltd 1.31
(0.32) (0.98)
Swaraj Engines Ltd 2.06
(2.06)
Mahindra Composites Ltd 0.27
(—)
12. Other Income ...................................... Owens Corning (India) Ltd —
(6.89)
Mahindra Composites Ltd 0.29
(—)
13. Other Expenses ..................................... Mahindra Construction —
Company Ltd (0.01)
Satyam Computer Services Ltd 0.67
(—)
14. Reimbursement Received from parties .. Owens Corning (India) Ltd 0.98 Mahindra Sona Ltd 0.03
(—) (0.03)
Mahindra Water Utilities Ltd @
(—)
15. Reimbursement made to parties ........... Mahindra Composites Ltd —
(0.02)
Swaraj Engines Ltd —
(0.01)
Satyam Computer Services Ltd 0.27
(—)
16. Payables ................................................. Swaraj Engines Ltd 0.29 Mahindra Sona Ltd 8.70
(30.04) (12.66)
Mahindra Composites Ltd 0.53 Tech Mahindra Ltd 6.15
(—) (—)
Swaraj Automotives Ltd 0.53
(—)
17. Receivables ............................................. Mahindra Construction 2.63 Mahindra Sona Ltd 0.55
Company Ltd (6.08) (—)
Mriyalguda Farm Solution Ltd 0.54 Mahindra Water Utilities Ltd 1.84
(—) (1.17)
Swaraj Engines Ltd 1.45
(—)
Owens Corning (India) Ltd —
(12.37)
18. Guarantees given .................................. Mahindra Water Utilities Ltd 9.00
(9.00)
19. Inter Corporate Deposits given Mahindra Construction 4.59
(outstanding) ........................................ Company Ltd (5.73)

20. Provision for diminution in value Mahindra Construction 6.99


of other related assets .......................... Company Ltd (6.69)

6
Rupees crores

Nature of Transactions Associate Companies Amount Joint Ventures # Amount

21. Provision for doubtful debts/advances .. Mriyalguda Farm Solutions Ltd 0.54
(—)
Mahindra Construction Company Ltd 4.49
(4.49)
Mega One Stop Farm Services Ltd —
(0.54)
22. Advances given ...................................... Mriyalguda Farm Solution Ltd @
(—)
Kota Farm Services Ltd @
(—)
Mega One Stop Farm Services Ltd @
(—)
Previous year’s figures are in brackets.
@ denotes amounts less than Rs. 50,000.
# Transactions with Joint Ventures have been disclosed at full value.

23. Earnings per Share :

2010 2009

Amount used as the numerator – Net Profit (Rupees crores) .......................................................... 2,478.56 1,405.41
Effect on earnings of convertible bonds/debentures (Gain)/Loss (Rupees crores) ............................ 32.64 17.29
Amount used as the numerator for diluted earnings per share (Rupees crores) ............................. 2,511.20 1,422.70
Weighted average number of equity shares used in computing basic earnings per share ............. 54,98,38,769 54,50,45,894
Effect of potential ordinary (equity) shares on conversion of bonds/debentures ............................ 4,56,31,897 4,44,38,826
Weighted average number of equity shares used in computing diluted earnings per share .......... 59,54,70,666 58,94,84,720
Basic Earnings per share (Rs.) (Face value of Rs. 5 per share) .......................................................... 45.08 25.79
Diluted Earnings per share (Rs.) (Face value of Rs. 5 per share) ...................................................... 42.17 24.14

In the computation of earnings per share for the periods above, the Company has given effect to the sub division of its Ordinary (Equity) Share
of Rs.10 each into 2 Ordinary (Equity) Shares of Rs. 5 each in March, 2010.
24. Investment in Associates :

No. of Equity % of Cost of Goodwill/ Share in Carrying


shares held Holding Investments (Capital accumulated Cost
(Equity reserve) Profit/(Loss)/
Shares) Reserves
(Nos.) (Rupees crores)

Unquoted :
Owens Corning (India) Limited ......................... 2,81,24,794 21.50% 28.12 (7.64) 26.73 54.85
2,81,24,794 21.50% 28.12 (7.64) 21.82 49.94
Mahindra Construction Company Limited ........ 9,00,000 43.83% 0.97 — (0.97) —
9,00,000 43.83% 0.97 — (0.97) —
Officemartindia.com Limited ............................. 7,49,997 50.00% 0.22 — (0.22) —
7,49,997 50.00% 0.22 — (0.22) —
Rathna Bhoomi Enterprises Private Limited ....... 500 20.43% @ — @ —
500 20.43% @ — @ —

7
MAHINDRA & MAHINDRA LIMITED (CONSOLIDATED)

No. of Equity % of Cost of Goodwill/ Share in Carrying


shares held Holding Investments (Capital accumulated Cost
(Equity reserve) Profit/(Loss)/
Shares) Reserves
(Nos.) (Rupees crores)

Kota Farm Services Limited ................................ 2,73,420 37.37% 0.27 — (0.27) —


......................................................................... 2,73,420 37.37% 0.27 — (0.27) —
Mriyalguda Farm Solution Limited .................... 3,37,500 37.37% 0.34 — (0.34) —
......................................................................... 3,37,500 37.37% 0.34 — (0.34) —
Mega One Stop Farm Services Limited ............. 3,51,000 37.37% 0.35 0.03 (0.35) —
......................................................................... 3,51,000 37.37% 0.35 0.03 (0.35) —
Eco Engines (upto 15th January, 2010) ............. — — — — — —
— — 0.15 — — 0.15

Total………... 54.85
50.09

Quoted :
Mahindra Composites Limited .......................... 13,41,203 30.56% 2.90 0.55 2.72 5.62
13,41,203 30.56% 2.90 0.55 2.33 5.23
Swaraj Engines Limited ..................................... 41,26,417 33.22% 1.63 (1.36) 18.17 19.80
41,19,000 33.22% 1.63 (1.36) 9.17 10.80
Swaraj Automotives Limited .............................. 10,59,543 44.19% 12.45 (1.99) 4.42 16.87
10,59,543 44.19% 12.45 (1.99) 3.40 15.85

Total………... 42.29
31.88

Total………... 97.14
81.97

@ denotes amounts less than Rs. 50,000.

7
25. Segment Information :

7
Segment Report for the year ended 31st March, 2010.

Primary Segment Disclosure - Business Segment Rupees crores

Automotive Farm IT Services Financial Steel Trading Infrastructure Hospitality Systech Others Eliminations Consolidated
Equipment Services and Processing Total

REVENUE
Gross External Revenue 13,076.11 9,083.10 4,824.51 1,570.32 632.50 415.14 499.43 2,681.21 910.27 - 33,692.59
9,986.24 6,850.11 4,654.26 1,389.56 728.06 339.37 406.09 3,821.14 664.32 - 28,839.15
Less : Excise Duty on Sales 1,800.07 89.80 - - 42.42 - - 134.74 35.10 - 2,102.13
1,662.84 136.36 - - 58.94 - - 196.20 17.84 - 2,072.18

Net External Revenue 11,276.04 8,993.30 4,824.51 1,570.32 590.08 415.14 499.43 2,546.47 875.17 - 31,590.46
8,323.40 6,713.75 4,654.26 1,389.56 669.12 339.37 406.09 3,624.94 646.48 - 26,766.97
Inter Segment Revenue 5.47 23.01 35.58 9.39 375.53 13.57 1.03 586.50 578.10 (1,628.18) -
18.72 19.56 35.16 10.36 290.31 11.09 0.32 506.17 210.14 (1,101.83) -
Total Revenue 11,281.51 9,016.31 4,860.09 1,579.71 965.61 428.71 500.46 3,132.97 1,453.27 (1,628.18) 31,590.46
8,342.12 6,733.31 4,689.42 1,399.92 959.43 350.46 406.41 4,131.11 856.62 (1,101.83) 26,766.97
RESULT
Segment result before 1,260.64 1,406.66 1,026.36 524.21 82.64 121.72 158.01 (108.08) (108.08) - 4,364.08
exceptional items 257.72 667.85 1,126.28 333.91 94.80 80.00 93.66 23.86 (46.71) - 2,631.37
Exceptional Items allocated (6.23) - 94.96 - - (4.42) - (1.77) - - 82.54
to Segments (156.87) - - - - - - (2.68) - - (159.55)

Segment result after 1,254.41 1,406.66 1,121.32 524.21 82.64 117.30 158.01 (109.85) (108.08) - 4,446.62
exceptional items 100.85 667.85 1,126.28 333.91 94.80 80.00 93.66 21.18 (46.71) - 2,471.82
Unallocable Corporate 143.04
expenses (Net of income) 93.18
Operating Profit 4,303.58
2,378.64
Less : Interest Expense not allocable to segments 565.82
305.25
Add : Interest Income not allocable to segments 124.51
97.57
Add : Exceptional Items Unallocable to segments 167.69
83.16
Profit before Tax 4,029.96
2,254.12
Less : Income Taxes – Current Tax including Fringe benefit tax 1,240.12
506.92
– Deferred Tax (85.92)
35.25
Profit for the year before prior year adjustments 2,875.76
1,711.95
Less : Adjustments pertaining to previous years 4.27
6.36

Balance of Profit for the year before Share of Profit of Associates 2,871.49
1,705.59
Share of Profit of Associates 19.63
11.27

Profit for the year before Minority Interests 2,891.12


1,716.86
Segment Information (Contd) :

Rupees crores

Automotive Farm IT Services Financial Steel Trading Infrastructure Hospitality Systech Others Eliminations Consolidated
Equipment Services and Processing Total

OTHER INFORMATION
Segment Assets 6,947.97 3,344.77 1,306.02 8,730.25 432.41 1,591.51 1,247.07 2,753.86 685.11 – 27,038.97
5,291.77 3,328.87 2,380.63 7,170.74 320.49 1,374.38 1,004.02 2,965.05 528.71 – 24,364.66
Unallocable Corporate Assets 8,636.79
7,507.92

Total Assets 35,675.76


31,872.58
Segment Liabilities 2,662.12 1,724.94 602.61 7,313.18 197.29 172.42 951.65 818.48 245.64 14,688.33
2,212.44 1,618.66 920.61 5,873.02 156.68 106.51 721.56 932.53 189.83 12,731.84
Unallocable Corporate Liabilities 7,861.75
8,764.26
Total Liabilities 22,370.08
21,496.10

Capital Expenditure 1,636.60 92.77 730.15 21.07 32.31 13.60 122.78 297.00 108.24
1,455.40 366.61 272.80 14.52 9.93 72.88 163.33 479.19 180.89
Depreciation/Amortisation 280.74 120.64 136.88 10.08 8.57 6.68 19.57 248.57 27.68
249.85 100.27 112.28 8.83 9.62 2.51 16.84 233.44 9.69
Non cash expenditure other
than depreciation – – – – – – – – –
– – – – – – – – –
MAHINDRA & MAHINDRA LIMITED (CONSOLIDATED)