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Mahindra & Mahindra Ltd.

BSE: 500520 Sector: Auto
NSE: M&M ISIN Code: INE101A01026
BSE LIVE 15:40 | 24 Aug 1375.80 2.95
(0.21%)
OPEN

1377.55

HIGH

1382.05

LOW

1368.90

NSE 15:57 | 24 Aug 1375.15 0.95
(0.07%)
OPEN

1375.00

HIGH

1383.00

LOW

1367.80

OPEN 1377.55
PREVIOUS CLOSE 1372.85
VOLUME 33185
52-Week high 1501.10
52-Week low 1141.80
P/E 25.09
Mkt Cap.(Rs cr) 85,451
Buy Price 0.00
Buy Qty 0.00
Sell Price 1375.00
Sell Qty 15.00
OPEN 1377.55
CLOSE 1372.85
VOLUME 33185
52-Week high 1501.10
52-Week low 1141.80
P/E 25.09
Mkt Cap.(Rs cr) 85,451
Buy Price 0.00
Buy Qty 0.00
Sell Price 1375.00
Sell Qty 15.00

Mahindra & Mahindra Ltd. (M&M) - Auditors Report

Company auditors report

TO THE MEMBERS OF MAHINDRA & MAHINDRA LIMITED

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statementsof Mahindra & Mahindra Limited ("the Company") which comprise theBalance Sheet as at 31st March 2017 and the Statement of Profit and Loss(including Other Comprehensive Income) the Cash Flow Statement and the Statement ofChanges in Equity for the year then ended and a summary of the significant accountingpolicies and other explanatory information.

Management's Responsibility for the Standalone Ind AS FinancialStatements

The Company's Board of Directors is responsible for the mattersstated in Section 134(5) of the Companies Act 2013 ("the Act") with respect tothe preparation of these standalone Ind AS financial statements that give a true and fairview of the financial position financial performance including other comprehensiveincome cash flows and changes in equity of the Company in accordance with the accountingprinciples generally accepted in India including the Indian Accounting Standards (Ind AS)prescribed under section 133 of the Act.

This responsibility also includes maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe standalone Ind AS financial statements that give a true and fair view and are freefrom material misstatement whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone Ind ASfinancial statements based on our audit.

In conducting our audit we have taken into account the provisions ofthe Act the accounting and auditing standards and matters which are required to beincluded in the audit report under the provisions of the Act and the Rules madethereunder.

We conducted our audit of the standalone Ind AS financial statements inaccordance with the Standards on Auditing specified under Section 143(10) of theAct. Those Standards require that we comply with ethical requirements and plan and performthe audit to obtain reasonable assurance about whether the standalone Ind AS financialstatements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence aboutthe amounts and the disclosures in the standalone Ind AS financial statements. Theprocedures selected depend on the auditor's judgement including the assessment ofthe risks of material misstatement of the standalone Ind AS financial statements whetherdue to fraud or error. In making those risk assessments the auditor considers internalfinancial control relevant to the Company's preparation of the standalone Ind ASfinancial statements that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances. An audit also includes evaluating theappropriateness of the accounting policies used and the reasonableness of the accountingestimates made by the Company's Directors as well as evaluating the overallpresentation of the standalone Ind AS financial statements.

We believe that the audit evidence obtained by us is sufficient andappropriate to provide a basis for our audit opinion on the standalone Ind AS financialstatements.

Opinion

In our opinion and to the best of our information and according to theexplanations given to us the aforesaid standalone Ind AS financial statements give theinformation required by the Act in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India of the state ofaffairs of the Company as at 31st March 2017 and its profit totalcomprehensive income its cash flows and the changes in equity for the year ended on thatdate.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act based on our audit wereport to the extent applicable that: a) We have sought and obtained all the informationand explanations which to the best of our knowledge and belief were necessary for thepurposes of our audit. b) In our opinion proper books of account as required by law havebeen kept by the Company so far as it appears from our examination of those books. c) TheBalance Sheet the Statement of Profit and Loss including Other Comprehensive Income theCash Flow Statement and Statement of Changes in Equity dealt with by this Report are inagreement with the relevant books of account. d) In our opinion the aforesaid standaloneInd AS financial statements comply with the Indian Accounting Standards prescribed undersection 133 of the Act. e) On the basis of the written representations received from thedirectors as on 31st March 2017 taken on record by the Board of Directorsnone of the directors is disqualified as on 31st March 2017 from beingappointed as a director in terms of Section 164(2) of the Act. f) With respect to theadequacy of the internal financial controls over financial reporting of the Company andthe operating effectiveness of such controls refer to our separate Report in"Annexure A". Our report expresses an unmodified opinion on the adequacy andoperating effectiveness of the Company's internal financial controls over financialreporting.

g) With respect to the other matters to be included in theAuditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors)Rules 2014 as amended in our opinion and to the best of our information and accordingto the explanations given to us:

i. The Company has disclosed the impact of pending litigations on itsfinancial position in its standalone Ind AS financial statements.

ii. The Company has made provision as required under the applicablelaw or accounting standards for material foreseeable losses if any on long-termcontracts including derivative contracts.

iii. There has been no delay in transferring amounts required to betransferred to the Investor Education and Protection Fund by the Company.

iv. The Company has provided requisite disclosures in the standaloneInd AS financial statements as regards its holding and dealings in Specified Bank Notes asdefined in the Notification S.O. 3407(E) dated the

8th November 2016 of the Ministry of Finance during theperiod from 8th November 2016 to 30th December 2016. Based onaudit procedures performed and the representations provided to us by the Management wereport that the disclosures are in accordance with the books of account maintained by theCompany and as produced to us by the Management.

2. As required by the Companies (Auditor's Report) Order 2016("the Order") issued by the Central Government in terms of Section 143(11) ofthe Act we give in "Annexure B" a statement on the matters specified inparagraphs 3 and 4 of the Order.

For DELOITTE HASKINS & SELLS
Chartered Accountants
(Firm's Registration No. 117364W)
Shyamak R Tata
Partner
Mumbai 30th May 2017 (Membership No. 38320)

Annexure "A" to the Independent Auditor's Report

(Referred to in paragraph 1(f) under ‘Report on Other Legal andRegulatory Requirements' section of our report of even date)

Report on the Internal Financial Controls Over Financial Reportingunder Clause (i) of Sub-section 3 of Section 143 of the Companies Act 2013 ("theAct")

We have audited the internal financial controls over financialreporting of Mahindra & Mahindra Limited ("the Company") as of 31stMarch 2017 in conjunction with our audit of the standalone Ind AS financial statements ofthe Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's Management is responsible for establishing andmaintaining internal financial controls based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls overFinancial Reporting issued by the Institute of Chartered Accountants of India("ICAI"). These responsibilities include the design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the orderly and efficient conduct of its business including adherence toCompany's policies the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Companies Act 2013.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internalfinancial controls over financial reporting based on our audit. We conducted our audit inaccordance with the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the "Guidance Note") issued by the Institute of Chartered Accountantsof India and the Standards on Auditing prescribed under Section 143(10) of the CompaniesAct 2013 to the extent applicable to an audit of internal financial controls. ThoseStandards and the Guidance Note require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if suchcontrols operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls system over financial reporting and theiroperating effectiveness. Our audit of internal financial controls over financial reportingincluded obtaining an understanding of internal financial controls over financialreporting assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor's judgement including the assessment ofthe risks of material misstatement of the financial statements whether due to fraud orerror.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Company's internalfinancial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A Company's internal financial control over financial reporting is aprocess designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A Company's internal financial control overfinancial reporting includes those policies and procedures that (1) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the Company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures of the Company are being made only in accordance with authorisations ofManagement and Directors of the Company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of theCompany's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over FinancialReporting

Because of the inherent limitations of internal financial controls overfinancial reporting including the possibility of collusion or improper Managementoverride of controls material misstatements due to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financial controls overfinancial reporting to future periods are subject to the risk that the internal financialcontrol over financial reporting may become inadequate because of changes in conditionsor that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion to the best of our information and according to theexplanations given to us the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at 31st March 2017based on the internal control over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls Over Financial Reporting issued by the Institute ofChartered Accountants of India.

For DELOITTE HASKINS & SELLS
Chartered Accountants
(Firm's Registration No. 117364W)
Shyamak R Tata
Partner
Mumbai 30th May 2017 (Membership No. 38320)

(Referred to in paragraph 2 under ‘Report on Other Legal andRegulatory Requirements' section of our report of even date) i. (a) The Companyhas maintained proper records showing full particulars including quantitative details andsituation of the fixed assets.

(b) The fixed assets have not been physically verified during the yearby the Management but the Company has a system of verifying the fixed assets once in everythree years. In our opinion the frequency of verification is at reasonable intervals. (c)With respect to immovable properties of acquired land and buildings that are freeholdaccording to the information and explanations given to us and the records examined by usand based on the examination of the registered sale deed/ transfer deed/conveyancedeed/court orders approving schemes of arrangements/amalgamations provided to us wereport that the title deeds of such immovable properties are held in the name of theCompany as at the balance sheet date. ii. As explained to us the inventories werephysically verified during the year by the Management at reasonable intervals and nomaterial discrepancies were noticed on such physical verification. iii. The Company hasnot granted any loans secured or unsecured to companies firms Limited LiabilityPartnerships or other parties covered in the Register maintained under Section 189 of theCompanies Act 2013. iv. In our opinion and according to the information and explanationsgiven to us the Company has complied with the provisions of Sections 185 and 186 of theCompanies Act 2013 in respect of grant of loans making investments and providingguarantees and securities as applicable.

v. According to the information and explanations given to us theCompany has not accepted any deposit during the year and accordingly the question ofcomplying with Section 73 and 76 of the Companies Act 2013 does not arise. In respect ofunclaimed deposits the Company has complied with the provisions of Sections 74 and 75 orany other relevant provisions of the Companies Act 2013. According to the information andexplanations given to us no order has been passed by the Company Law Board or theNational Company Law Tribunal or the Reserve Bank of India or any Court or any otherTribunal on the Company. vi. The maintenance of cost records has been prescribed by theCentral Government under Section 148(1) of the Companies Act 2013 in respect of specifiedproducts of the Company. For such products we have broadly reviewed the cost recordsmaintained by the Company pursuant to the Companies (Cost Records and Audit) Rules 2014as amended and are of the opinion that prima facie the prescribed cost records havebeen made and maintained. We have however not made a detailed examination of the costrecords with a view to determine whether they are accurate or complete. vii. According tothe information and explanations given to us in respect of statutory dues: (a) TheCompany has been regular in depositing undisputed statutory dues including ProvidentFund Employees' State Insurance Income-Tax Sales Tax Service Tax Customs DutyExcise Duty Value Added Tax Cess and other material statutory dues applicable to it withthe appropriate authorities.

(b) Details of dues of Income-Tax Sales Tax Service Tax CustomsDuty Excise Duty and Value Added Tax which have not been deposited as on 31stMarch 2017 on account of disputes are given below:

Nature of Statute Nature of Dues Forum where dispute is pending Period to which the amount relates (Various years covering the period) Amount (Rs. In crores)
Income Tax Act 1961 Income Tax Income Tax Appellate Tribunal 2005-2013 100.74
Commissioner of Income tax (Appeals) 2006-2015 0.07
Central Excise Act Excise High Court 2009-2010 1.80
1944
Appellate Authority-Tribunal Level 1988-2016 1075.15
Appellate Authority-Commissioner 1992-2015 672.72
Sales Tax and Value Added Tax Laws Sales Tax High Court 1994-2016 228.64
Appellate Authority-Tribunal Level 1991-2011 27.38
Appellate Authority-Commissioner 1992-2016 1000.05
Appellate Authority-Revisional Board 2006-2010 17.07
Finance Act 1994 Service Tax High Court 2005-2012 0.10
Appellate Authority-Commissioner 2006-2016 4.51
Appellate Authority-Tribunal Level 2002-2015 77.48
Customs Act 1962 Custom Duty High Court 1996-2001 1.49
Appellate Authority-Tribunal Level 1990-1994 1.14
Total 3208.34

viii. In our opinion and according to the information and explanationsgiven to us the Company has not defaulted in the repayment of loans or borrowings tofinancial institutions banks and Government and dues to debenture holders.

ix. The Company has not raised moneys by way of initial public offer orfurther public offer (including debt instruments) during the year. According to theinformation and explanations given to us the term loans raised have been applied by theCompany during the year for the purposes for which they were raised.

x. To the best of our knowledge and according to the information andexplanations given to us no fraud by the Company and no material fraud on the Company byits officers or employees has been noticed or reported during the year.

xi. In our opinion and according to the information and explanationsgiven to us the Company has paid/provided managerial remuneration in accordance with therequisite approvals mandated by the provisions of Section 197 read with Schedule V to theCompanies Act 2013.

xii. The Company is not a Nidhi Company and hence reporting underclause (xii) of the Order is not applicable.

xiii. In our opinion and according to the information and explanationsgiven to us the Company is in compliance with Sections 177 and 188 of the Companies Act2013 where applicable for all transactions with the related parties and the details ofrelated party transactions have been disclosed in the financial statements etc. asrequired by the applicable accounting standards.

xiv. During the year the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures andhence reporting under clause (xiv) of the Order is not applicable to the Company.

xv. In our opinion and according to the information and explanationsgiven to us during the year the Company has not entered into any non-cash transactionswith its directors or directors of its holding subsidiary or associate company or personsconnected with them and hence provisions of Section 192 of the Companies Act 2013 are notapplicable.

xvi. The Company is not required to be registered under Section 45-IAof the Reserve Bank of India Act 1934.

For DELOITTE HASKINS & SELLS
Chartered Accountants
(Firm's Registration No. 117364W)
Shyamak R Tata
Partner
Mumbai 30th May 2017 (Membership No. 38320)