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Mahindra & Mahindra Ltd.

BSE: 500520 Sector: Auto
NSE: M&M ISIN Code: INE101A01026
BSE 00:00 | 21 Sep 957.20 9.90
(1.05%)
OPEN

963.00

HIGH

976.50

LOW

875.00

NSE 00:00 | 21 Sep 959.90 11.00
(1.16%)
OPEN

963.00

HIGH

976.70

LOW

870.00

OPEN 963.00
PREVIOUS CLOSE 947.30
VOLUME 187303
52-Week high 992.00
52-Week low 612.50
P/E 26.54
Mkt Cap.(Rs cr) 118,999
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 963.00
CLOSE 947.30
VOLUME 187303
52-Week high 992.00
52-Week low 612.50
P/E 26.54
Mkt Cap.(Rs cr) 118,999
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

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

Company auditors report

To the Members of Mahindra & Mahindra Limited

Report on the Audit of the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of Mahindra& Mahindra Limited ("the Company") which comprise the Balance Sheet as at31 March 2018 the Statement of Profit and Loss the Statement of Changes in Equity andthe Statement of Cash Flows for the year then ended and summary of the significantaccounting policies and other explanatory information.

Management's Responsibility for the Standalone Ind AS Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese standalone Ind AS financial statements that give a true and fair view of the stateof affairs profit (including other comprehensive income) changes in equity and cashflows of the Company in accordance with the accounting principles generally accepted inIndia including the Indian Accounting Standards (Ind AS) prescribed under section 133 ofthe Act.

This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness of theaccounting records relevant to the preparation and presentation of the standalone Ind ASfinancial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

In preparing the standalone Ind AS financial statements management is responsible forassessing the Company's ability to continue as a going concern disclosing as applicablematters related to going concern and using the going concern basis of accounting unlessmanagement either intends to liquidate the Company or to cease operations or has norealistic alternative but to do so.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone Ind AS financialstatements based on our audit.

We have taken into account the provisions of the Act the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made thereunder.

We conducted our audit of the standalone Ind AS financial statements in accordance withthe Standards on Auditing specified under Section 143(10) of the Act. ThoseStandards require that we comply with ethical requirements and plan and perform the auditto obtain reasonable assurance about whether the standalone Ind AS financial statementsare free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the standalone Ind AS financial statements. The procedures selecteddepend on the auditor's judgment including the assessment of the risks of materialmisstatement of the standalone Ind AS financial statements whether due to fraud or error.In making those risk assessments the auditor considers internal financial controlrelevant to the Company's preparation of the standalone Ind AS financial statements thatgive a true and fair view in order to design audit procedures that are appropriate in thecircumstances. An audit also includes evaluating the appropriateness of the accountingpolicies used and the reasonableness of the accounting estimates made by the Company'sDirectors as well as evaluating the overall presentation of the standalone Ind ASfinancial statements.

We are also responsible to conclude on the appropriateness of management's use of thegoing concern basis of accounting and based on the audit evidence obtained whether amaterial uncertainty exists related to events or conditions that may cast significantdoubt on the entity's ability to continue as a going concern. If we conclude that amaterial uncertainty exists we are required to draw attention in the auditor's report tothe related disclosures in the financial statements or if such disclosures areinadequate to modify the opinion. Our conclusions are based on the audit evidenceobtained up to the date of the auditor's report. However future events or conditions maycause an entity to cease to continue as a going concern.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the standalone Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone Ind AS financial statements give the informationrequired by the Act in the manner so required and give a true and fair view in conformitywith the accounting principles generally accepted in India of the state of affairs of theCompany as at 31 March 2018 its profit and other comprehensive income changes in equityand its cash flows for the year ended on that date.

Other Matters

The comparative financial information of the Company for the year ended 31 March 2017included in these standalone Ind AS financial statements as adjusted to give effect tothe merger of the Two Wheeler business of Mahindra Two Wheeler Limited (‘MTWL') wereaudited by the predecessor auditor who expressed an unmodified opinion on those financialstatements (vide their unmodified opinion dated 30 May 2017). The merger of MTWL ispursuant to the Scheme of Arrangement (‘Scheme') which has been approved by theNational Law Company Tribunal (‘NCLT') vide its order dated 25 October 2017. TheScheme is effective from the appointed date of 1 October 2016 and the merger being acommon control business combination the comparative financial statements of theCompany have been restated to record the merger from 1 April 2016. Further adjustment forthe merger for the year ended 31 March 2017 is based on the financial statements of MTWLwhich were audited by the auditors of MTWL who expressed unmodified opinion (vide theirunmodified report dated 25 July 2017) and whose report has been furnished to us by theManagement and has been relied upon by us for the purpose of audit of these standaloneInd AS financial statements. Our opinion is not modified in respect of this matter withrespect to the reports of the other auditors.

Report on Other Legal and Regulatory Requirements

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

2. As required by Section 143(3) of the Act we report that:

a) We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books.

c) The Balance Sheet the Statement of Profit and Loss the Cash Flow Statement and theStatement of Changes in Equity dealt with by this Report are in agreement with the booksof account.

d) In our opinion the aforesaid standalone Ind AS financial statements comply with theIndian Accounting Standards prescribed under Section 133 of the Act.

e) On the basis of the written representations received from the directors as on 31March 2018 taken on record by the Board of Directors none of the directors isdisqualified as on 31 March 2018 from being appointed as a Director in terms of Section164(2) of the Act.

f) With respect to the adequacy of the internal financial controls with reference tothe standalone Ind AS financial statements of the Company and the operating effectivenessof such controls refer to our separate Report in "Annexure B".

g) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financialposition in its standalone Ind AS financial statements; – Refer Note 38 to thestandalone Ind AS financial statements.

ii. The Company has made provision as required under the applicable law or accountingstandards for material foreseeable losses if any on long-term contracts includingderivative contracts; – Refer Note 18 to the standalone Ind AS financial statements.

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

iv. The disclosures in the financial statements regarding holdings as well as dealingsin specified bank notes during the period from 8 November 2016 to 30 December 2016have not been made since they do not pertain to the financial year ended 31 March 2018.However amounts as appearing in the audited standalone Ind AS financial statements for theperiod ended 31 March 2017 have been disclosed.

For B S R & Co. LLP
Chartered Accountants
Firm's Registration No. 101248W/W-100022
Jamil Khatri
Partner
Mumbai 29 May 2018 (Membership No. 102527)

Annexure A to the Independent Auditors' Report – 31st March 2018

With reference to the Annexure A referred to in the Independent Auditors' Report to themembers of Mahindra & Mahindra Limited (‘the Company') on the standaloneInd AS financial statements for the year ended 31 March 2018 we report the following:

i (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.

(b) The Company has a programme of physical verification of its fixed assets by whichall fixed assets are verified once in three years pursuant to which the fixed assets werephysically verified in the financial year ended 31 March 2016 and no materialdiscrepancies were noticed on such verification and have been dealt with in the books ofaccount.

(c) With respect to immovable properties of acquired land and buildings that arefreehold according to the information and explanations given to us and the recordsexamined by us and based on the examination of the registered sale deed / transferdeed / conveyance deed / court orders approving schemes of arrangements / amalgamationsprovided to us we report that the title deeds of such immovable properties are held inthe name of the Company as at the Balance Sheet date.

ii The inventory has been physically verified by the management at reasonable intervalsduring the year. In our opinion the frequency of such verification is reasonable. Thediscrepancies noticed on verification between the physical stocks and the book recordswere not material and have been suitably adjusted in the books of accounts.

iii The Company has not granted any loans secured or unsecured to companies firmsLimited Liability Partnerships or other parties covered in the register maintained underSection 189 of the Act. Accordingly paragraphs 3 (iii) of the Order are not applicable tothe Company.

iv According to the information and explanations given to us and based on the auditprocedures conducted by us the Company has complied with provisions of Section 185 and186 of the Act with respect to granting of loans making investment and providingguarantees and securities.

v According to the information and explanations given to us the Company has notaccepted any deposit during the year and accordingly the compliance with Section 73 and 76of the Companies Act 2013 is not applicable. In respect of unclaimed deposits theCompany has complied with the provisions of Sections 74 and 75 or any other relevantprovisions of the Act. According to the information and explanations given to us no orderhas been passed by the Company Law Board or the National Company Law Tribunal or theReserve Bank of India or any Court or any other Tribunal on the Company.

vi We have broadly reviewed the books of accounts maintained by the Company pursuant tothe rules prescribed by the Central Government for the maintenance of cost records underSection 148(1) of the Act and are of the opinion that prima facie the prescribedaccounts and records have been made and maintained.

vii (a) According to the information and explanations given to us and on the basis ofour examination of the records of the Company amounts deducted / accrued in the books ofaccount in respect of undisputed statutory dues including Provident Fund Employees' StateInsurance Income tax Sales tax Service tax Duty of Customs Duty of Excise Valuedadded tax Cess Goods and Service Tax and other material statutory dues have beenregularly deposited during the period by the Company with the appropriate authorities.According to the information and explanations given to us there are no undisputed amountspayable in respect of Provident Fund Employees' State Insurance Income tax Sales taxService tax Duty of Customs Duty of Excise Cess Goods and Service Tax and othermaterial statutory dues that have remained outstanding for more than six months from thedate it became payable.

(b) According to the information and explanations given to us there are no dues ofIncome tax Sales tax service tax Duty of Customs Duty of Excise Valued added taxGoods and Service Tax and other material statutory dues which have not been deposited withthe appropriate authorities on account of any dispute except for the following:

Name of the Statute Nature of Dues Amount (Rs. In crores) Period to which the amount relates Forum where dispute is pending
Income Tax Act 1961 Income tax 349.69 AY 2009-10 to AY 2013 -14 Income Tax Appellate Tribunal
17.19 AY 2000-01 to AY 2001-02 and AY 2007-08 to AY 2009-10 Commissioner of Income tax (Appeals)
Central Excise Act 1944 Duty of 3.00 2005-2010 High Court
Excise 892.36 1991-2016 Appellate Authority-Tribunal Level
28.16 1995-2017 Appellate Authority-Commissioner
Sales Tax and Value Sales tax 228.65 1994-2016 High Court
Added Tax Laws 28.19 1991-2011 Appellate Authority-Tribunal Level
899.36 1992-2017 Appellate Authority-Commissioner
18.56 2006-2012 Appellate Authority-Revisional Board
Finance Act 1994 Service tax 0.10 2005-2012 High Court
31.16 2002-2015 Appellate Authority-Tribunal Level
7.13 2002-2018 Appellate Authority-Commissioner
Customs Act 1962 Duty of Customs 1.49 1996-2001 High Court
1.14 1990-1994 Appellate Authority-Tribunal Level
2506.18

viii In our opinion and according to the information and explanations given to us theCompany has not defaulted in repayment of loans or borrowings to financialinstitutions banks and government and outstanding dues to debenture holders during theyear.

ix The Company did not raise any money by way of initial public offer or further publicoffer (including debt instruments) during the year.

In our opinion and according to the information and explanations given to us the termloans taken by the Company has been applied for the purpose for which they were raised.

x During the course of our examination of the books and records of the Company carriedout in accordance with the generally accepted auditing practices in India and accordingto the information and explanations given to us we have neither come across any instanceof fraud by the Company or any material instances of fraud on the Company by its officersor employees noticed or reported during the year nor have we been informed of any suchcase by the management.

xi In our opinion and according to the information and explanations given to us theCompany has paid/provided managerial remuneration in accordance with the requisiteapprovals mandated by the provisions of Section 197 read with Schedule V to the CompaniesAct 2013.

xii In our opinion and according to the information and explanations given to us theCompany is not a Nidhi Company and Nidhi Rules 2014 are not applicable to it.Accordingly paragraph 3 (xii) of the Order is not applicable to the Company.

xiii In our opinion and according to the information and explanations given to us theCompany has entered into transactions with the related parties in compliance withprovision of Section 177 and 188 of the Act. The details of such related partytransactions have been disclosed in standalone Ind AS financial statements asrequired under applicable Ind AS.

xiv According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year. Accordingly paragraph 3 (xiv) of the Order is not applicable to theCompany.

xv According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not entered into anynon-cash transactions with directors or persons connected with him. Accordingly paragraph3 (xv) of the Order is not applicable to the Company.

xvi According to the information and explanations given to us and based on ourexamination of the records of the Company the Company is not required to be registeredunder Section 45 IA of the Reserve Bank of India Act 1934. Accordingly paragraph 3(xvi) of the Order is not applicable to the Company.

For B S R & Co. LLP
Chartered Accountants
Firm's Registration No. 101248W/W-100022
Jamil Khatri
Partner
Mumbai 29th May 2018 (Membership No. 102527)

Annexure B to the Independent Auditors' Report of even date on the standalone Ind ASfinancial statements of Mahindra & Mahindra Limited – 31 March 2018

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls with reference to financial statementsof Mahindra & Mahindra Limited ("the Company") as of 31 March 2018 inconjunction with our audit of the standalone Ind AS financial statements of the Companyfor the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internalfinancial controls with reference to financial statements based on the internal controlcriteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls over FinancialReporting issued by the Institute of Chartered Accountants of India (‘ICAI'). Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to company's policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required under the Act.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols with reference to financial statements based on our audit. We conducted our auditin accordance with the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting (the "Guidance Note") and the Standards on Auditingissued by ICAI and deemed to be prescribed under Section 143(10) of the Act to the extentapplicable to an audit of internal financial controls both applicable to an audit ofInternal Financial Controls and both issued by the ICAI. Those Standards and the GuidanceNote require that we comply with ethical requirements and plan and perform the audit toobtain reasonable assurance about whether adequate internal financial controls withreference to financial statements was established and maintained and if such controlsoperated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system with reference to financial statements and theiroperating effectiveness. Our audit of internal financial controls with reference tofinancial statements included obtaining an understanding of internal financial controlswith reference to financial statements assessing the risk that a material weaknessexists and testing and evaluating the design and operating effectiveness of internalcontrol based on the assessed risk. The procedures selected depend on the auditors'judgement including the assessment of the risks of material misstatement of thestandalone Ind AS financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemwith reference to financial statements.

Meaning of Internal Financial Controls with reference to financial statements

A company's internal financial control with reference to financial statements is aprocess designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of standalone Ind AS financial statements for externalpurposes in accordance with generally accepted accounting principles. A company's internalfinancial control with reference to financial statements includes those policies andprocedures that (1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of thecompany; (2) provide reasonable assurance that transactions are recorded as necessary topermit preparation of standalone Ind AS financial statements in accordance with generallyaccepted accounting principles and that receipts and expenditures of the company arebeing made only in accordance with authorisations of management and directors of thecompany; and (3) provide reasonable assurance regarding prevention or timely detection ofunauthorised acquisition use or disposition of the company's assets that could have amaterial effect on the standalone Ind AS financial statements.

Inherent Limitations of Internal Financial Controls with reference to financialstatements

Because of the inherent limitations of internal financial controls with reference tofinancial statements 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 withreference to financial statements to future periods are subject to the risk that theinternal financial control with reference to financial statements may become inadequatebecause of changes in conditions or that the degree of compliance with the policies orprocedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequate internalfinancial controls system with reference to financial statements and such internalfinancial controls with reference to financial statements were operating effectively as at31 March 2018 based on the internal control with reference to financial statementscriteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note issued by the ICAI.

For B S R & Co. LLP
Chartered Accountants
Firm's Registration No. 101248W/W-100022
Jamil Khatri
Partner
Mumbai 29 May 2018 (Membership No. 102527)