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Mahindra & Mahindra Ltd.

BSE: 500520 Sector: Auto
NSE: M&M ISIN Code: INE101A01026
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NSE 00:00 | 18 Jun 781.55 -24.15
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OPEN 805.00
PREVIOUS CLOSE 805.45
VOLUME 115598
52-Week high 952.15
52-Week low 457.00
P/E 116.88
Mkt Cap.(Rs cr) 97,206
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 805.00
CLOSE 805.45
VOLUME 115598
52-Week high 952.15
52-Week low 457.00
P/E 116.88
Mkt Cap.(Rs cr) 97,206
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

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

Company director report

Dear Shareholders

Your Directors present their Report together with the audited financial statements ofyour Company for the year ended 31st March 2020.

A. FINANCIAL AND OPERATIONAL HIGHLIGHTS

Particulars 2020 2019
Revenue from Operations 45488 53614
Other Income 1668 1689
Profit before Depreciation Finance Costs
Exceptional items and Taxation 7466 8328
Less: Depreciation Amortisation and
Impairment Expenses 2223 1860
Profit before Finance Costs Exceptional
items and Taxation 5243 6468
Less: Finance Costs 113 113
Profit before Exceptional items and Taxation... 5130 6355
Add: Exceptional items (2014) (30)
Profit before Taxation 3116 6325
Less: Tax Expense 1785 1529
Profit for the year 1331 4796
Balance of profit for earlier years 28967 25206
Less: Transfer to Debenture Redemption
Reserve 14
Profits available for appropriation 30298 29988
Add: Other Comprehensive Income/(Loss)*.. (8) (9)
Less: Dividend paid on Equity Shares 1057 932
Less: Income-tax on Dividend paid 131 80
Balance carried forward 29102 28967

* Remeasurement of (loss)/gain (net) on defined benefit plans recognised as part ofretained earnings.

Economic activity remained largely subdued and tighter financial conditions impingedupon activity. The second advance estimates released in February 2020 implied real GDPgrowth of 4.7% for the fourth quarter of the Financial Year 2020 within the annualestimate of 5% for the year as a whole.

However this is now at risk from the COVID-19 pandemic's impact on the economy. Highfrequency indicators suggest that private final consumption expenditure has been hithardest even as gross fixed capital formation has been in contraction since thesecond quarter of the

Financial Year 2020. On the supply side the outlook for agriculture and alliedactivities appears to be the only silver lining with foodgrains output at 292 milliontonnes. Meanwhile most of the service sector indicators in January-March 2020 moderatedor declined. Anecdotal evidence suggests that several services such as trade tourismairlines the hospitality sector and construction have been further adversely impacted bythe COVID-19. Due to overall slowdown in auto industry leading to lower sales during theFinancial Year 2019-20 followed by abrupt closure of business activities from 25thMarch 2020 due to COVID-19 lockdown your Company recorded a decrease of 15.2% inrevenue from operations at Rs. 45488 crores in the year under review as against Rs.53614 crores in the previous year.

The Profit for the year before Depreciation Finance Costs Exceptional items andTaxation recorded a decrease of 10.4% at Rs. 7466 crores as against Rs. 8328 crores inthe previous year. Profit after tax decreased by 72.3% at Rs. 1331 crores as against Rs.4796 crores in the previous year.

Your Company continues with its rigorous cost restructuring exercises and efficiencyimprovements which have resulted in significant savings through continued focus on costcontrols process efficiencies and product innovations that exceed customer expectationsin all areas thereby enabling the Company to maintain profitable growth in the currenteconomic scenario.

Details of Material Changes from the end of the Financial Year till the date of thisReport

The rampant spread of COVID-19 outbreak across borders and geographies has severelyimpacted almost the whole world and triggered significant downside risks to the overallglobal economic outlook. Due to the lockdown announced by the Government of India from 25thMarch 2020 entire operations of the Company came to a halt. The lockdowns andrestrictions imposed on various activities due to the pandemic have posed challenges toall the businesses of your Company and its Subsidiaries. Though it is difficult to predictany demand scenario for the immediate short term the Company expects the Tractor demandto show good improvement on the back of several positive factors such as record

Rabi production higher Government procurement announcement of higher MSPs leading tobetter realisation to the farmers and outlook of a normal monsoon aiding sentiments for agood Kharif crop. The Company's Auto sales traditionally come from both rural and urbansegment. On account of positive factors stated above the Company expects quicker recoveryin rural India and rural demand to improve sales momentum for Auto Sector while urbansegment will take little longer time to come back to normalcy. Factors such as lowerhousehold incomes employment uncertainty higher cost of finance and difficulty ingetting finance as a result of potential rise in NPA in the Financial Sector may result indemand constraints for discretionary items like automobiles.

Although there are uncertainties due to the pandemic the Company is taking severalmeasures to mitigate the adverse impact by optimising costs and continuously realigningthe cost-structures to the activity level.

Performance Review

Automotive Sector

Your Company's Automotive Sector posted total sales of 471141 vehicles (411345four-wheelers and 59796 three-wheelers) as against a total of 607548 vehicles (537639four-wheelers and 69909 three-wheelers) in the previous year registering a de-growth of22.5%.

In the domestic market your Company sold a total of 444218 vehicles as compared to569092 vehicles in the previous year resulting in a de-growth of 21.9%.

In the Passenger Vehicle (PV) segment your Company sold 186942 vehicles [including179405 Utility Vehicles (UVs) 6679 Vans and 858 Cars] registering a de-growth of26.5% as compared to the previous year's volume of 254351 vehicles [including 235362UVs 17451 Vans and 1538 Cars].

In the Commercial Vehicle (CV) segment your Company sold 199131 vehicles [including36475 vehicles <2T GVW 151384 vehicles between 2-3.5T GVW 5415 LCVs in the LCV> 3.5T segment 760 vehicles in the 7.5-16.2T GVW segment and 5097 Heavy CommercialVehicles (HCVs)] registering a de-growth of 19.9% over the previous year's volume of248601 commercial vehicles [including 53149 vehicles < 2T GVW 176203 vehiclesbetween 2-3.5T GVW 8235 LCVs in the LCV > 3.5T segment 176 vehicles in the 7.5-16.2TGVW segment and 10838 HCVs].

In the three-wheeler segment your Company sold 58145 three wheelers registering ade-growth of 12.1% over the previous year's volume of 66140 three wheelers. For the yearunder review the Indian automotive industry (except 2W) de-grew 18.8% with the PassengerVehicle (PV) industry de-growth of 17.9% and Commercial Vehicle (CV) industry de-growth of28.8%. The UV segment of the PV industry posted a flat performance with 0.5% growth.Within the CV industry the LCV goods <3.5T segment de-grew 20.2% while the HCV goodssegment de-grew 56.0%.

Your Company's UV volume stood at 179405 units a de-growth of 23.8%. The UV marketshare for your Company stood at 19.0%. For the year under review your Company's PV volumestood at 186942 units with a market share of 6.7%. The Stylish & Thrilling XUV300launched in February 2019 performed well in the compact UV segment with a volume of37576 units for Financial Year 2020. Scorpio XUV500 and Bolero continued to be strongbrands for your Company in the UV segment. In the LCV<3.5T segment your Companyretained its No.1 position with a 45.7% market share. Your Company sold a total of187859 vehicles in this segment. Your Company has a market share of 65.3% in the LCV2-3.5T segment which is the Pik-UP segment. In the Medium and Heavy Commercial Vehicle(MHCV) segment your Company sold 5857 trucks as against 11014 in the previous year.This is a de-growth of 46.8%. Your Company's market share in the HCV segment stands at5.0%. Your Company is the pioneer for Electric Vehicles (EVs) in India and for the yearunder review sold [along with its subsidiary Mahindra Electric Mobility Limited (MEML)]14602 EVs (966 four wheelers and 13636 three wheelers) as against 10276 EVs (1811 fourwheelers and 8465 three wheelers) in the previous year. This growth is supported by theGovernments' thrust on adopting EVs and sustained effort by your Company in working withvarious stakeholders especially fleet operators. During the year under review yourCompany posted an export volume of 26923 vehicles as against the previous year's exportsof 38456 vehicles. This is a de-growth of 30.0%. The spare parts sales for the year stoodat Rs. 2494.5 crores (including exports of Rs. 230.8 crores) as compared to Rs. 2633.5crores (including exports of Rs. 284.0 crores) in the previous year registering ade-growth of 5.3%.

Farm Equipment Sector

Your Company's Farm Equipment Sector recorded total sales of 301915 tractors(domestic + export) as against 330436 tractors sold in the previous year registering ade-growth of 8.6%. This includes 2988 tractors sold under the Trakstar brand which isthe third brand of your Company under the subsidiary Gromax Agri Equipment Limited.

For the year under review the tractor industry in India recorded sales of 709002tractors a de-growth of 9.9%. Tractor Industry recorded de-growth in Financial Year 2020after three consecutive years of growth.

In the domestic market your Company sold 291901 tractors (including Gromax AgriEquipment Limited) as compared to 316742 tractors in the previous year recording ade-growth of 7.8%. However in a very competitive industry your Company increased itsmarket share by 0.9% and continued its market leadership for the 37thconsecutive year. Your Company's performance was supported by good performance of allproducts in the portfolio.

Your Company continues to focus on growing the farm mechanisation space by offeringaffordable mechanisation solutions. The portfolio comprises of Rotavators CultivatorsHarvesters Rice transplanters Balers and Sprayers for horticulture segment.

For the year under review your Company exported 9956 tractors which is a de-growth of26.6% over the previous year.

Spare parts net sales for the year stood at Rs. 718.2 crores (including exportsof Rs. 42.4 crores) in Financial Year 2020 as compared to Rs. 682.2 crores (includingexports of Rs. 47.0 crores) in the Financial Year 2019 registering a growth of 5.3%.

Other Businesses

Mahindra Powerol

Under the Mahindra Powerol Brand your Company has been a leader in providing powerback-up solutions to the telecom industry for the past 13 years. To cater to changingcustomer needs your Company continues to expand its presence in tele infra management andin the energy management solutions space.

In the retail genset business your Company is the No. 2 brand by volume offering awide range of solutions from Lower KVA range to mid to higher KVA range.

With a focus on providing greener solutions your Company started selling Gas PoweredGensets across the country in the Financial Year 2019-20.

Construction Equipment Business

For the year under review your Company (under the Mahindra EarthMaster brand)sold 880 Back-Hoe Loaders (BHLs) against 1286 BHLs in Financial Year 2019 which is ade-growth of 31.6%. With the slowdown in Infrastructure Sector the BHL market in Indiade-grew by 22.5% over the previous year. Your Company continues to be at 4thposition in the BHL industry.

Your Company has presence in the road construction equipment business through motorgraders (under the Mahindra RoadMaster brand). For the year under review your Companysold 168 motor graders.

Two-Wheeler Business

For the Financial Year 2019-20 your Company sold 1450 two-wheelers (including 412export). Additionally your Company successfully exported first lot of ‘Made inIndia' electric two-wheeler E-Ludix to its subsidiary Peugeot Motocycles in France. Inline with the revised strategy for the two-wheeler business your Company through itssubsidiary Classic Legends Private Limited (CLPL) had reintroduced the iconic brand‘Jawa' to the Indian market in Financial Year 2019 with the launch of new range ofJAWA motorcycles - Jawa and Jawa Forty-Two. A new addition to that range - JAWAPerak was launched in the Financial Year 2019-20.

Current Year's review

During the period 1st April 2020 to 11th June 2020 7122vehicles were produced as against 79655 vehicles and 8289 vehicles were dispatched asagainst 77332 vehicles during the corresponding period in the last year. During the sameperiod 22025 tractors were produced and 23049 tractors dispatched as against 64233tractors produced and 63241 tractors dispatched during the corresponding period in theprevious year.

The world is in the middle of perhaps the biggest crisis faced ever in the moderntimes. Just three months ago the IMF was expecting positive per capita income growth in> 160 member countries in 2020. Today it projects that over 170 countries willexperience negative per capita income growth this year.

The ensuing lockdowns to contain the spread of the virus have curtailed both supply anddemand. Added to this a combination of lower incomes and heightened uncertainty has addedto the drag on consumer spending and business investment. This could result in a massivedrag on GDP growth. Thus Financial Year 2021 is expected to be exceptionally challengingand unlike any other time before.

The RBI and the Government have been coming up with targeted measures and hopes remainpinned on them doing ‘whatever it takes' till normalcy is achieved. Currently mostFinancial Year 2021 forecasts pencil in growth in the range of 0-2% with some evenexpecting a recession. Expectations of the pandemic fading and allowing a gradualnormalisation along with proactive and effective administrative monetary and fiscalmeasures could enable a semblance of partial recovery in the latter part of Financial Year2021. However the outlook is heavily contingent upon the intensity spread and durationof the pandemic.

Finance

Financial Year 2019-20 can at best be described as a ‘Rocky Road' for the worldeconomy and financial markets. Market sentiments remained volatile since the start of thefinancial year due to escalating trade tensions between US and China fears of disruptionsto supply chains prolonged uncertainty on Brexit and geopolitical tensions in MiddleEast. As the year progressed trade tensions dragged down international trade corporateconfidence and capital spending which ultimately led to Global growth rate dropping to ameagre 2.9% in calendar year 2019 the lowest since global financial crisis. While thegrowth remained robust in United States most other advanced economies strongly exposed toglobal trade including Eurozone and Japan stayed weak.

At the start of the year 2020 a phase 1 trade deal agreed between U.S. and China andgreen shoots in manufacturing indicators raised hopes for a global mini-cycle recovery.However soon thereafter a virus outbreak in China quickly progressed into the biggesthuman and economic crisis impacting the world in a century. The COVID-19 outbreak has notonly brought considerable human suffering it has also brought an unprecedented collapsein trade and commerce. The containment efforts have involved quarantines restrictions onlabour mobility and travel and sharp cutbacks in many manufacturing and service sectoractivities. Global value chain linkages have amplified the overall macroeconomic effectsof the pandemic.

There is still a lot of uncertainty on the duration and depth of the virus-inducedrecession. In its forecasts published in April IMF projects the global growth in 2020 at–(minus) 3.0%; a mark down by more than 6% relative to the earlier forecasts. Growthin the advanced economies is projected at –(minus) 6.1% in the coming year whilstemerging economies are expected to contract by –(minus) 1.0% in 2020.

Financial markets are sharply hit by the heightened uncertainty and are witnessing aflight to safe assets such as US Dollar and Gold. Markets are also jittery as it is feltthat monetary policy has reached its limits with almost all major central banks at thezero lower bound or negative interest rates. Most countries are resorting to aggressivefiscal measures to fight the slowdown. The risk-off sentiment has also led to a rush tohoard liquidity by borrowers on one hand and risk aversion amongst lenders on the otherhand.

Commodity Prices especially Crude and Metals which were soft throughout the year dueto slowing global demand were rattled by both demand and supply shock post the COVID-19outbreak with Crude prices (US benchmark) briefly plunging to negative territory in April2020.

On the domestic front India also faced global headwinds and most growth engines -private consumption private investment and exports - showed a sustained slowdown. Inaddition tightening lending conditions on account of stressed Balance Sheets of Banks andNBFCs also impacted demand for goods and services.

The Indian rupee came under sustained pressure during the year and saw a 9%depreciation closing the year at 75.38. This was despite healthy fund flows from ForeignPortfolio Investor (FPI) and Foreign Direct Investment (FDI). FPI flows turned negative inMarch and saw an outflow of Rs. 118203 crores taking the yearly tally to an outflow ofRs. 27528 crores. Going forward whilst the plunge in crude prices will keep India'sBalance of Payments supported the ongoing risk-off sentiment and pressure of emergingmarket currencies will keep Rupee elevated in the short term.

In line with most other central banks Reserve Bank of India cut policy rate of 185 bpsincluding the 75 bps emergency cut to support the economy from COVID-19 related shocks.With limited arsenal remaining in monetary policy RBI also announced severalliquidity-boosting measures and regulatory forbearance including CRR cut Targeted LongTerm Repo Operations (TLTROs) liquidity support for NBFCs and Mutual Funds etc.

Your Company continued to focus on managing cash efficiently and ensured that it hadadequate liquidity and back up lines of credit. It shored up additional lines ofliquidity. During the year your Company availed short term working capital and exportfinance. As on 31st March 2020 Rs. 900 crores of short term working capitaland trade finance was outstanding. During the year your Company repaid Rs. 91.01 croresof long term borrowings from internal accruals.

The Company's Bankers continue to rate your Company as a prime customer and extendfacilities / services at prime rates. Your Company follows a prudent financial policy andaims not to exceed an optimum financial gearing at any time. The Company's total Debt toEquity Ratio was 0.09 as at 31st March 2020.

Your Company has been rated by CRISIL Limited ("CRISIL") ICRA Limited("ICRA") India Ratings and Research Private Limited ("India Ratings")and CARE Ratings Limited ("CARE") for its Banking facilities. All havere-affirmed the highest credit rating for your Company's Short Term facilities. For LongTerm facilities and Non-Convertible Debenture ("NCD") programme CRISIL ICRAand India Ratings have re-affirmed their credit ratings of CRISIL AAA/Stable [ICRA]AAA(stable) and IND AAA/Stable for the respective facilities rated by them. With the aboverating affirmations your Company continues to enjoy the highest level of rating from allmajor rating agencies at the same time.

The AAA ratings indicate highest degree of safety regarding timely servicing offinancial obligations and is also a vote of confidence reposed in your Company'sManagement by the rating agencies. It is an acknowledgement of the strong credit profileof your Company over the years resilience in earnings despite cyclical upturns/downturnsrobust financial flexibility arising from the significant market value of its holdings andprudent management.

Your Company is a "Large Corporate" as per the criteria under SEBI CircularNo. SEBI/HO/DDHS/CIR/P/2018/144 dated 26th November 2018.

Investor Relations (IR)

Your Company continuously strives for excellence in its IR engagement withInternational and Domestic investors. Structured conference calls and periodic investor /analyst interactions including one-on-one meetings participation in investor conferencesquarterly earnings calls video conferencing across various key geographies and annualanalyst meet with the Executive Chairman Managing Director and Business Heads wereorganised during the year. During the year your Company had organised an eventcalled ‘BS6 knowledge sharing session' which was to showcase the Company'spreparedness for BS6 transition. Your Company interacted with around 631 Indian andoverseas investors and analysts (excluding quarterly earnings calls and specific eventrelated calls) during the year. Your Company always believes in leading from the frontwith emerging best practices in IR and building a relationship of mutual understandingwith investor/analysts. Your Company also engages with investors on Environment Socialand Corporate Governance (ESG) which has received excellent feedback from investors andESG analysts. Your Company ensures that critical information about the Company isavailable to all the investors by uploading all such information on the Company's website.Your Company was awarded as ‘Best Financial Reporting (Large Cap)' by IR MagazineAwards – 2019 Mumbai and your Company's Annual Integrated Report won the Gold at the2019 MARCOM Awards USA.

Dividend

Your Directors are pleased to recommend a dividend of Rs. 2.35 per Ordinary (Equity)Share of the face value of Rs. 5 each on the Share Capital payable to those Shareholderswhose names appear in the Register of Members as on the Book Closure Date. Dividend issubject to approval of members at the ensuing Annual General Meeting and shall be subjectto deduction of tax at source. The equity dividend outgo for the Financial Year 2019-20would absorb a sum of Rs. 292.15 crores [as against Rs. 1187.35 crores comprising thedividend of Rs. 8.50 per Ordinary (Equity) Share of the face value of Rs. 5 each on theenhanced share capital and tax thereon paid for the previous year]. Further the Board ofyour Company decided not to transfer any amount to the General Reserve for the year underreview.

The dividend pay-out is in accordance with the Company's Dividend Distribution Policy.

Dividend Distribution Policy

The Dividend Distribution Policy containing the requirements mentioned in Regulation43A of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 is attached as Annexure I and forms part of this AnnualReport.

B. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company its subsidiaries associates andjoint ventures prepared in accordance with the Companies Act 2013 and applicable

Indian Accounting Standards along with all relevant documents and the Auditors' Reportform part of this Annual Report. The Consolidated Financial Statements presented by theCompany include the financial results of its subsidiary companies associates and jointventures. The Financial Statements as stated above are also available on the website ofthe Company and can be accessed at the Web-link: https://www.mahindra.com/resources/FY20/AnnualReport.zip

Subsidiary Joint Venture and Associate Companies

The Mahindra Group Companies continue to contribute to the overall growth in revenuesand overall performance of your Company.

Tech Mahindra Limited Flagship Company in the IT Sector has reported a consolidatedoperating revenue of Rs. 36868 crores in the current year as compared to Rs. 34742crores in the previous year an increase of 6%. Its consolidated profit after tax afternon-controlling interests is Rs. 4033 crores as compared to Rs. 4298 crores inthe previous year a decrease of 6%.

The Group's finance company Mahindra & Mahindra Financial Services Limited(Mahindra Finance) reported a consolidated operating income of Rs. 11883 crores duringthe current year as compared to Rs. 10372 crores in the previous year a growth of 15%.The consolidated profit after tax after non-controlling interests for the year is Rs.1075 crores as compared to Rs. 1827 crores in the previous year.

Mahindra Lifespace Developers Limited the subsidiary in the business of real estateand infrastructure registered a consolidated operating income of Rs. 611 crores ascompared to Rs. 593 crores in the previous year. The consolidated loss afternon-controlling interest for the year is Rs. 193 crores as compared to profit ofRs. 120 crores in the previous year.

Mahindra Holidays & Resorts India Limited the subsidiary in the business oftimeshare registered a consolidated operating income of Rs. 2372 crores as compared toRs. 2239 crores in the previous year. The consolidated loss after non-controllinginterests for the year is Rs. 132 crores as compared to profit of Rs. 60 crores inthe previous year.

Mahindra Logistics Limited a listed subsidiary in the logistics business hasregistered a consolidated operating income of Rs. 3471 crores as compared to Rs. 3851crores in the previous year. The consolidated profit after tax afternon-controlling interests for the year is Rs. 55 crores as compared to Rs. 86crores in the previous year.

Ssyangyong Motor Company the Korean subsidiary of the Company has reportedrevenues of Rs. 19972 crores in the current fiscal year as compared to Rs. 24184crores in the previous year. The loss for the year is Rs. 3029 crores as comparedto loss of Rs. 345 crores in the previous year.

The consolidated group profit before exceptional item and tax for the year is Rs. 2586crores as against Rs. 7280 crores in the previous year. The consolidated profit after taxafter non-controlling interest and exceptional items for the year is Rs. 127 crores asagainst Rs. 5315 crores in the previous year.

During the year under review Mahindra Finance CSR Foundation Merakisan PrivateLimited Mahindra Bangladesh Private Limited MSPL International DMCC Meru TravelSolutions Private Limited Meru Mobility Tech Private Limited V-Link Automotive ServicesPrivate Limited V-Link Fleet Solutions Private Limited and Fifth Gear Ventures Limitedbecame subsidiaries of your Company. During the year under review Orizonte BusinessSolutions Limited Mahindra International UK Ltd Mahindra Defence Naval Systems Limitedre Villas 1 AB re Villas 2 AB and Cleansolar Renewable Energy Private Limited ceasedto be subsidiaries of your Company. Subsequent to the year end Graphic Research Designs.r.l. and Divine Solren Private Limited ceased to be subsidiaries of your Company.

During the year under review Machinepulse Tech Private Limited changed its name toMahindra Teqo Private Limited Passeport Sante SL changed its name to Holiday ClubCanarias Vacation Club SLU and Mahindra Graphic Research Design s.r.l changed its name toGraphic Research Design s.r.l.

Subsequent to the year end Mahindra Asset Management Company Private Limited changedits name to Mahindra Manulife Investment Management Private Limited and Mahindra TrusteeCompany Private Limited changed its name to Mahindra Manulife Trustee Private Limited. AReport on the performance and financial position of each of the subsidiaries associatesand joint venture companies included in the Consolidated Financial Statement and theircontribution to the overall performance of the Company is provided in Form AOC-1 andforms part of this Annual Report.

The Policy for determining material subsidiaries as approved by the Board is uploadedon the Company's website and can be accessed at the Web-link: https://www.mahindra.com/resources/FY20/AnnualReport.zip

C. JOINT VENTURES ACQUISITIONS AND

OTHER MATTERS

Mahindra First Choice Wheels Limited acquires 100% equity stake in Fifth Gear VenturesLimited

During the year under review Mahindra First Choice Wheels Limited ("MFCWL")a board controlled subsidiary of Mahindra Holdings Limited ("MHL") which is inturn a wholly owned subsidiary of your Company acquired 100% of the equity share capitalof Fifth Gear Ventures Limited ("FGVL") for a consideration of around Rs. 30.45crores discharged by MFCWL by way of cash and shares of MFCWL aggregating around0.75% of MFCWL's fully diluted share capital. FGVL is engaged in the business ofmaintaining and operating the website www.carandbike.com an e-commerce market platformthat facilitates sale and purchase of new and used vehicles and keeps its users updatedwith the latest information and reviews from automotive industry. This acquisition willhelp MFCWL expand its presence in the digital automotive space and seamlessly integratethe online and offline user experience.

Merger of Mahindra Vehicle Manufacturers Limited with Mahindra & Mahindra Limited

As mentioned in the previous Annual Report the Board of Directors of the Company atits meeting held on 29th May 2019 subject to requisite approvals /consentsapproved the Scheme of Merger by Absorption of Mahindra Vehicle Manufacturers Limited awholly owned subsidiary of the Company ("MVML") with the Company and theirrespective shareholders ("Scheme") under the provisions of Section 230 to 232 ofthe Companies Act 2013. The Appointed Date of the Scheme is 1st April 2019and the entire assets and liabilities of MVML would be transferred to and recorded by theCompany at book values. The entire share capital of MVML is held by the Company. Upon theScheme being effective all shares (‘Preference and equity') held by the Company inMVML shall stand cancelled without any further act or deed and no consideration shall beissued on merger. The Scheme is subject to receipt of approvals from Directorate ofIndustries Maharashtra Industrial Development Corporation National Company Law Tribunal(‘NCLT') Mumbai Bench and such other statutory / government authorities asmay be directed by the NCLT. The Scheme has been filed with the Stock Exchanges andNCLT.

Sale of shares of your Company by M&M Benefit Trust

During the year under review M&M Benefit Trust (‘the Trust') which forms partof the Promoter Group of your Company sold 19200000 equity shares (treasury stock)representing 1.54% of the total paid up equity share capital of the Company. The sale hasbeen executed on the Stock Exchange(s) at a gross price of Rs. 648 per share. Followingthe sale the shareholding of the Promoter and Promoter Group in your Company came downfrom 20.44% to 18.90% of the total paid up equity share capital of the Company.

Scheme of Amalgamation between Mahindra Defence Naval Systems Limited and MahindraDefence Systems Limited (Scheme)

The National Company Law Tribunal has approved the Scheme vide its order dated 22ndAugust 2019. The Appointed Date of the Scheme is 1st April 2018 and theScheme is Effective from 18th September 2019. Pursuant to the Scheme becomingeffective Mahindra Defence Naval Systems Limited ceased to be the subsidiary of MahindraDefence Systems Limited and of the Company.

Joint Venture with Ford Motor Company

In October 2019 your Company entered into definitive agreements with Ford MotorCompany Inc. USA ("FMC") to enable the formation of a joint venture whereinyour Company and/or its subsidiary(ies) would hold a 51% equity share capital and FMCwould hold the balance 49% stake. The joint venture company would be Mahindra FordAutomotive Private Limited ("MFAPL") formerly known as ‘Ardour AutomotivePrivate Limited'. As part of the transaction MFAPL will acquire the existing automotivebusiness of Ford India Private Limited ("FIPL") a wholly owned subsidiary ofFMC at an enterprise valuation of Rs. 1925 crores. The Purchase Price to be paid by MFAPLto FIPL would be arrived at by deducting from the enterprise value after making customaryclosing adjustments the net debt that would be transferred to MFAPL. Based on theavailable estimates the likely Purchase Price to be paid by MFAPL would be Rs. 1289crores of which 51% i.e. Rs. 657 crores would be funded by your Company. In theaggregate your Company is committed to fund for acquiring a 51% stake in MFAPL and forthe future operations of MFAPL an amount not exceeding Rs. 1400 crores.

For reference FIPL has been engaged in the automotive business in India since 1995.Currently it is the sixth largest player in the four wheeled passenger vehicle market inIndia. As one of the largest exporters of vehicles from India FIPL manufactures andexports vehicles and engines from its facilities in Chengalpattu Tamil Nadu and SanandGujarat. For the year ended 31st March 2019 the total revenue of FIPL'sAutomotive business was Rs. 26324 crores. The formation of this joint venture is the nextstep in the strategic alliance forged between Ford and your Company in September 2017.This joint venture will further strengthen your Company's presence in the Automotivebusiness. It will help your Company's growth in key emerging markets. The joint venturewill be responsible for growing the Ford brand in India and exporting its products to Fordentities globally. Using the strengths of both shareholders MFAPL would be focused todeliver operational excellence and value to stakeholders. The partnership will allow yourCompany and FMC to offer new product to customers faster than before and will deliverprofitable growth to both entities. The joint venture will drive enhanced competitivenessthrough greater economies of scale across the automotive value chain including optimisedsourcing product development and use of relevant technologies. In addition the jointventure will be a catalyst for growth for the Ford and Mahindra brands in emergingmarkets which are growing at double the rate of the global industry.

Your Company has since received approval from the Competition Commission of India aswell as the required anti-trust approvals from the European Commission Korean Fair TradeCommission and Competition Commission at South Africa and expects to complete thetransaction within the current financial year.

Acquisition of controlling stake in Meru

In December 2019 your Company acquired 36.63% of the equity share capital of MeruTravel Solutions Private Limited ("Meru") holding company of the Meru Group andhas the right to appoint majority of the directors on the Board of Meru. Therefore Merualong with its three wholly owned operating subsidiaries became subsidiaries of yourCompany. Your Company is committed to enhancing its equity stake in Meru up to 55%.Further your Company has call option to acquire shares from certain existing investors ofMeru and these existing investors of Meru have a put option to sell shares to yourCompany. In the aggregate your Company is committed to invest an amount not exceeding Rs.201.5 crores in Meru.

Currently Meru through its subsidiaries operates in the ride hail segment and also hasa presence in the corporate transportation space. Meru was one of the first radio taxioperators in the ride hail segment and currently Meru has presence in Mumbai DelhiBengaluru and Hyderabad. On the corporate transportation side Meru has been providingtransportation solutions to companies in various sectors such as BPOs Banking IT andITES. Given your Company's intent to grow its presence in various segments of MobilityServices the investment in Meru would enable your Company to increase its presence in thecorporate shared mobility segment which is an area of strategic interest to your Company.

Investment in Eurl LD Azouaou Algeria

In March 2020 your Company entered into an agreement to subscribe to around 5% of theshare capital of Eurl LD Azouaou Algeria ("LDA") for an amount equivalent toUS$ 150000 (approximately Rs. 1.1 crores). LDA is engaged in the business of tractorassembly and distribution in Algeria. In the past Algeria has been an important exportmarket for the farm equipment business of your Company. To that extent this investmentwould enable your Company to re-enter the Algerian Agricultural Machinery Market.

Investment in Porter

Earlier your Company had merged a step down subsidiary named Orizonte BusinessSolutions Limited which operated a technology enabled load exchange marketplace platformfor matching the needs of cargo owners with transporters with Smartshift LogisticsSolutions Private Limited ("Porter") (formerly known as Resfeber Labs PrivateLimited). Consequently the shareholding of your Company and its subsidiaries in Portertaken on a fully diluted basis stood at 30.8% for the Company 2.5% for Mahindra &Mahindra Financial Services Limited and 6.9% for Mahindra Trucks and Buses Limited. YourCompany has been keen to grow its presence in the shared mobility logistics solutionsspace which is an identified area of strategic interest for your Company. During the yearyour Company along with the key financial investors of Porter invested Rs. 69 crores inPorter of which your Company invested Rs. 37.5 crores. Further to this in April 2020Lightstone Fund SA a private equity investor invested Rs. 140 crores in Porter. As aresult of the aforesaid equity investments in Porter the shareholding of your Company andits subsidiaries in Porter taken on a fully diluted basis is 26.6% for the Company 2.1%for Mahindra & Mahindra Financial Services Limited and 4.8% for Mahindra Trucks andBuses Limited.

Investment in Zoomcar

Your Company has been keen to invest in the shared mobility space as part of itsstrategy to promote and participate in sustainable mobility solutions including multimodal urban mobility with the objective of enabling improved livelihoods and lifestylesof people enabling them to RISE. As a part of this in Financial Year 2017-18 yourCompany invested in Zoomcar India Private Limited (Zoomcar India) which is a leadingself-drive car rental company based out of Bengaluru India and had been 100% owned byZoomcar Inc. a holding company incorporated in the USA. Your Company subscribed toCompulsory Convertible Preference Shares (CCPS) of Zoomcar India which are ultimatelyconvertible into Preferred Stock of Zoomcar Inc. Besides this Mahindra OverseasInvestment Company (Mauritius) Limited (MOICML) a wholly owned subsidiary of your Companyinvested in Zoomcar Inc. The effect of this investment by your Company and MOICML on anaggregate as-converted to common stock of Zoomcar Inc. basis resulted in your Company andMOICML together holding 16.8% of the Common Stock of Zoomcar Inc. on a fully dilutedbasis. Further to the above during the year under review your Company invested Rs. 18.8crores and subscribed to Optionally Convertible Debentures of Zoomcar India which areultimately convertible into Preferred Stock of Zoomcar Inc. In the interim and during thisperiod other existing and external investors have been participating in Zoomcar India andZoomcar Inc. Post this investment on an aggregate as-converted to common stock of ZoomcarInc. your Company and MOICML together hold 16.1% of the Common Stock of Zoomcar Inc. on afully diluted basis for an aggregate investment of around Rs. 196.8 crores.

Investment in Gamaya SA Switzerland

Your Company acquired 11.25% stake (on a fully diluted basis) in Gamaya SA bysubscribing to equity and preferred shares in June 2019 for an investment of CHF 4.3million (Rs. 30.2 crores). Gamaya SA is a start-up based in Switzerland focused onprecision agriculture solutions. This investment in Gamaya SA is expected to support theCompany's businesses by developing precision agriculture technology and solutions for itscustomers.

Investment in MITRA Agro Equipments Private Limited

During the year your Company increased its shareholding in MITRA Agro EquipmentsPrivate Limited ("MITRA") from 27% to 40% for an aggregate consideration ofRs. 7.1 crores. MITRA is engaged in the business of designing developing manufacturingassembling and selling orchard sprayers. The purchase of additional equity shares inMITRA would support the Company's Farm Equipment Sector's growth in the horticulturesector.

Acquisition of balance 49% stake in Peugeot Motocycles

During the year your Company increased its shareholding in Peugeot Motocycles (PMTC)from 51% to 100% by acquiring 49% equity stake in PMTC from Groupe PSA in November 2019.PMTC is the oldest brand in the two-wheeler space in the world and is head-quartered inMandeure France.

Transfer of assets of MyAgriGuru and Samriddhi from Mahindra Agri Solutions Limited(MASL) to Mahindra and Mahindra Limited (M&M)

During the year the Company acquired certain tangible and intangible assets pertainingto MyAgriGuru and Samriddhi from Mahindra Agri Solutions Limited (MASL) its subsidiarycompany for an aggregate consideration of Rs. 17.7 crores. This transfer helped tointegrate the precision agriculture and farming-as-a-service (FaaS) businesses under asingle umbrella.

D. INTERNAL FINANCIAL CONTROLS

The Corporate Governance Policies guide the conduct of affairs of your Company andclearly delineates the roles responsibilities and authorities at each level of itsgovernance structure and key functionaries involved in governance. The Code of Conduct forSenior Management and Employees of your Company (the Code of Conduct) commits Managementto financial and accounting policies systems and processes. The Corporate GovernancePolicies and the Code of Conduct stand widely communicated across your Company at alltimes.

Your Company's Financial Statements are prepared on the basis of the SignificantAccounting Policies that are carefully selected by Management and approved by the AuditCommittee and the Board. These Accounting policies are reviewed and updated from time totime.

Your Company uses SAP ERP Systems as a business enabler and to maintain its Books ofAccount. The transactional controls built into the SAP ERP systems ensure appropriatesegregation of duties appropriate level of approval mechanisms and maintenance ofsupporting records. The Information Management Policy reinforces the control environment.The systems Standard Operating Procedures and controls are reviewed by Management. Thesesystems and controls are audited by Internal Audit and their findings and recommendationsare reviewed by the Audit Committee which ensures the implementation.

Your Company has in place adequate Internal Financial Controls with reference to theFinancial Statements commensurate with the size scale and complexity of its operations.Your Company's Internal Financial Controls were deployed through Internal Control –Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of theTreadway Commission (COSO) that addresses material risks in your Company's operations andfinancial reporting objectives.

Such controls have been assessed during the year under review taking into considerationthe essential components of internal controls stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by The Institute of CharteredAccountants of India. Based on the results of such assessments carried out by Managementno reportable material weakness or significant deficiencies in the design or operation ofInternal Financial Controls was observed.

Your Company recognises Internal Financial Controls cannot provide absolute assuranceof achieving financial operational and compliance reporting objectives because of itsinherent limitations. Also projections of any evaluation of the Internal FinancialControls to future periods are subject to the risk that the Internal Financial Controlsmay become inadequate because of changes in conditions or that the degree of compliancewith the policies or procedures may deteriorate. Accordingly regular audits and reviewprocesses ensure that such systems are reinforced on an ongoing basis.

E. MANAGEMENT DISCUSSION AND

ANALYSIS REPORT

A detailed analysis of your Company's performance is discussed in the ManagementDiscussion and Analysis Report which forms part of this Annual Report.

F. CONTRACTS OR ARRANGEMENTS WITH

RELATED PARTIES

All Related Party Transactions entered during the year were in the ordinary course ofbusiness and on arm's length basis. During the year under review your Company had enteredinto Material Related Party Transactions i.e. transactions exceeding ten percent of theannual consolidated turnover as per the last audited financial statements with MahindraVehicle Manufacturers Limited a wholly owned subsidiary of your Company. Thesetransactions too were in the ordinary course of business of your Company and were on arm'slength basis details of which as required to be provided under Section 134(3)(h) of theCompanies Act 2013 are disclosed in Form AOC-2 as Annexure II and forms part ofthis Annual Report.

The Policy on Materiality of and Dealing with Related Party Transactions as approved bythe Board is uploaded on the Company's website and can be accessed at the Web-link:https://www.mahindra.com/resources/ FY20/AnnualReport.zip

G. AUDITORS

Statutory Auditors and Auditors' Report

Messrs B S R & Co. LLP Chartered Accountants (ICAI Firm Registration Number101248W/W-100022) were appointed as the Statutory Auditors of the Company to hold officefor a term of 5 years from the conclusion of the 71st Annual General Meeting(AGM) held on 4th August 2017 until the conclusion of the 76th AGMof the Company to be held in the year 2022.

The Auditors' Report is unmodified i.e. it does not contain any qualificationreservation or adverse remark or disclaimer.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. Sachin Bhagwat Practicing Company Secretary (Certificate of PracticeNumber: 6029) to undertake the Secretarial Audit of the Company. The Company has annexedto this Board's Report as Annexure III a Secretarial Audit Report given by theSecretarial Auditor.

The Secretarial Audit Report does not contain any qualification reservation or adverseremark or disclaimer.

Secretarial Audit of Material Unlisted Indian Subsidiary

Mahindra Vehicle Manufacturers Limited ("MVML") a material subsidiary of theCompany undertakes Secretarial Audit every year under Section 204 of the Companies Act2013. The Secretarial Audit of MVML for the Financial Year 2019-20 was carried outpursuant to Section 204 of the Companies Act 2013 and Regulation 24A of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. The Secretarial Audit Reportof MVML submitted by Mr. Sachin Bhagwat Practicing Company Secretary does not containany qualification reservation or adverse remark or disclaimer.

Annual Secretarial Compliance Report

The Company has undertaken an audit for the Financial Year 2019-20 for all applicablecompliances as per Securities and Exchange Board of India Regulations andCirculars/Guidelines issued thereunder. The Annual Secretarial Compliance Report dulysigned by Mr. Sachin Bhagwat has been submitted to the Stock Exchanges and is annexed atAnnexure IV to this Board's Report.

Cost Auditors

The Board had appointed Messrs D. C. Dave & Co. Cost Accountants (FirmRegistration Number 000611) as Cost Auditor for conducting the audit of cost records ofthe Company for the Financial Year 2019-20.

The Board of Directors on the recommendation of the Audit Committee appointed MessrsD. C. Dave & Co. Cost Accountants (Firm Registration Number 000611) as the CostAuditors of the Company for the Financial Year 2020-21 under Section 148 of the CompaniesAct 2013. Messrs D. C. Dave & Co. have confirmed that their appointment iswithin the limits of Section 141(3)(g) of the Companies Act 2013 and have also certifiedthat they are free from any disqualifications specified under Section 141(3) and provisoto Section 148(3) read with Section 141(4) of the Companies Act 2013.

The Audit Committee has also received a Certificate from the Cost Auditors certifyingtheir independence and arm's length relationship with the Company. As per the provisionsof the Companies Act 2013 the remuneration payable to the Cost Auditor is required to beplaced before the Members in a General Meeting for their ratification. Accordingly aResolution seeking Members' ratification for the remuneration payable to Messrs D. C. Dave& Co. Cost Auditors is included in the Notice convening the Annual General Meeting.

Cost Records

As per Section 148 of the Companies Act 2013 read with the Companies (Cost Recordsand Audit) Rules 2014 your Company is required to maintain cost records and accordinglysuch accounts and records are maintained.

Reporting of Frauds by Auditors

During the year under review the Statutory Auditors Cost Auditors and SecretarialAuditor have not reported any instances of frauds committed in the Company by its Officersor Employees to the Audit Committee under Section 143(12) of the Companies Act 2013.

H. PARTICULARS OF LOANS GUARANTEES INVESTMENTS AND SECURITIES

Particulars of the loans given investment made or guarantee given or security providedand the purpose for which the loan or guarantee or security is proposed to be utilised bythe recipient of the loan or guarantee or security are provided in Note Nos. 6 and 36 tothe Financial Statements.

I. PUBLIC DEPOSITS AND LOANS/ ADVANCES

Your Company has discontinued acceptance of Fixed Deposits with effect from 1stApril 2014.

All the deposits from public and Shareholders had already matured as at 31stMarch 2017. The total outstanding 23 deposits of Rs. 9.79 lakhs from the public andshareholders as at 31st March 2020 had matured and had not been claimed as atthe end of the Financial Year. Since then no deposits have been claimed.

There was no default in repayment of deposits or payment of interest thereon during theyear under review. There are no deposits which are not in compliance with the requirementsof Chapter V of the Companies Act 2013. The particulars of loans/advances/investmentsetc. required to be disclosed pursuant to Para A of Schedule V of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 are furnished separately. Thetransaction(s) of the Company with a company belonging to the promoter/promoter groupwhich hold(s) more than 10% shareholding in the Company as required pursuant to para A ofSchedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015is disclosed separately in the Financial Statements of the Company.

J. EMPLOYEES

Key Managerial Personnel (KMP)

The following have been designated as the Key Managerial Personnel of the Companypursuant to Sections 2(51) and 203 of the Companies Act 2013 read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014:

(a) Mr. Anand G. Mahindra – Executive Chairman

(b) Dr. Pawan Goenka – Managing Director and Chief Executive Officer. Dr. PawanGoenka was appointed as the Chief Executive Officer with effect from 1st April2020.

(c) Dr. Anish Shah – Deputy Managing Director and Group Chief Financial Officer(appointed with effect from 1st April 2020).

(d) Mr. Rajesh Jejurikar Executive Director (Auto and Farm Sectors) (appointed witheffect from 1st April 2020).

(e) Mr. Narayan Shankar – Company Secretary.

Mr. V S Parthasarathy ceased to be the Chief Financial Officer of the Company witheffect from 1st April 2020.

Employees' Stock Option Scheme

During the year under review on the recommendation of the Governance Nomination andRemuneration Committee ("GNRC") of your Company the Trustees of Mahindra &Mahindra Employees' Stock Option Trust have granted Stock Options to employees under theMahindra & Mahindra Limited Employees Stock Option Scheme 2010. No StockOptions have been granted to employees under the Mahindra & Mahindra Limited EmployeesStock Option Scheme 2000.

The Company has in force the following Schemes which get covered under the provisionsof SEBI (Share Based Employee Benefits) Regulations 2014 (SBEB Regulations):

1. Mahindra & Mahindra Limited Employees Stock Option Scheme – 2000 (2000Scheme)

2. Mahindra & Mahindra Limited Employees Stock Option Scheme – 2010 (2010Scheme)

3. M&M Employees Welfare Fund No. 1

4. M&M Employees Welfare Fund No. 2

5. M&M Employees Welfare Fund No. 3

During the year M&M Employees Welfare Fund No. 1 sold 1832000 equity shares ofRs. 5 each and M&M Employees Welfare Fund No. 2 sold 952000 equity shares ofRs. 5 each of the Company in compliance of Regulation 26(2) read with Regulation31(2)(b)(ii) of SEBI (Share Based Employee Benefits) Regulations 2014.

There are no material changes made to the above Schemes and these Schemes are incompliance with the SBEB Regulations. Your Company's Auditors Messrs B S R & Co. LLPhave certified that the Company's above-mentioned Schemes have been implemented inaccordance with the SBEB Regulations and the Resolutions passed by the Members for the2000 Scheme and the 2010 Scheme.

Information as required under the SBEB Regulations read with SEBI CircularCIR/CFD/POLICYCELL/2/2015 dated 16th June 2015 have been uploaded on the Company'swebsite and can be accessed at the Web-link: https://www.mahindra.com/resources/FY20/AnnualReport.zip

Particulars of Employees and related disclosures

The Company had 372 employees who were in receipt of remuneration of not less than Rs.10200000 during the year ended 31st March 2020 or not less than Rs.850000 per month during any part of the year.

Details of employee remuneration as required under provisions of Section 197(12)of the Companies Act 2013 read with Rule 5(2) & 5(3) of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 will be made availableduring 21 days before the Annual General Meeting in electronic mode to anyShareholder upon request sent at agm.inspection@mahindra.com. Such details are alsoavailable on your Company's website and can be accessed at the Web-link:https://www.mahindra.com/ resources/FY20/AnnualReport.zip

Disclosures with respect to the remuneration of Directors KMPs and employees asrequired under Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are given inAnnexure V to this Report.

Industrial Relations

The year under review witnessed a very positive Industrial Relations Scenario acrossall manufacturing locations for the Automotive and Farm Equipment Sectors.

Your Company's focus continues towards propagating proactive and employee centricpractices. The transformational work culture initiative that aims to create an engagedworkforce with an innovative productive and a competitive shop-floor ecosystem continuesto grow in strength. Some examples of the programs put in place include ‘Rise forAssociates' industrial relations skills for frontline officers cultural diagnosticsprojects transformational work culture projects e-compliance e-portal for reward andrecognition of associates and Code of Conduct for associates. The Transformational WorkCulture Committee (TWCC) leads the design and implementation of these programs.

With the objective of developing skills and fostering togetherness at the workplaceyour Company implements multiple training and engagement programs on an ongoing basis.These include various behavioural and functional programs such as team effectivenessindividual effectiveness safety and environment quality tools TPM skill buildingprograms and programs on union leadership development.

The Mahindra Skill Excellence initiative a holistic approach to enhance the skill andcapabilities of shop floor associates is receiving good participation acrossmanufacturing facilities. As a result of this effort associates from your Company haveparticipated at various international skill competitions which include WorldSkills 2019and Beijing Arc Cup. The Company's associate won the ‘Medallion of Excellence' at theWorldSkills 2019. At the Beijing Arc Cup the Company's associate won the bronze medal infinished product category and a female associate from your Company was awarded as‘Excellent Female Welder'.

In an endeavor to improve quality reduce cost ensure safety and improve productivityyour Company's shop floor associates generated on an average 18 ideas per person.

Significant emphasis was also laid towards raising awareness on health and wellness ofemployees through annual medical check-ups and health awareness activities. Diet food hasbecome a way of life over the past four years. Your Company maintains an ‘EmployeeHealth Index' at an individual level and this has been a useful tool in identifyingemployees who require focused counselling and monitoring.

Proactive and employee-centric shop floor practices a focus on transparentcommunication of business goals an effective concern resolution mechanism and a firmbelief that employees are the most valuable assets of the Company are the cornerstone ofyour Company's employee relations approach. An ‘open door policy' with constantdialogue to create win-win situations have helped your Company build trust and harmony.The industrial relations scenario continued to be largely positive across all themanufacturing locations. Bonus settlements were amicably agreed upon at all locations. Thesustained efforts towards building a transformational work culture resulted in zeroproduction loss in the Financial Year 2019-20 and helped create a collaborative healthyand productive work environment.

Safety Occupational Health and Environment

During the year under review your Company revised its Safety Occupational Health& Environment (SOH&E) Policy to incorporate the new standard ISO: 45001. Theleadership's commitment towards SOH&E is demonstrated through inclusion ofmany new compliances along with its voluntary commitments. Implementation of variousinitiatives under the policy and achievement to set objectives were assessedthrough management reviews.

At each Plant location annual events were organised and commemorated like Road SafetyWeek National Safety Day/ Month and Fire Service Week. Accelerated Learning Programs(ALP) were deployed to train employees on Safety Health and Environment. Similarly ALPswere deployed for suppliers with special focus on fire load reduction. The trainingprograms leveraged virtual reality techniques to enhance learning.

To strengthen the safety practices the Company continues to focus on Behaviour BasedSafety (BBS) Level 2. Additionally your Company introduced 14 new safety standards forstandardisation in the M&M group companies which are under implementation across allplants.

Your Company carried out statutory safety audits Fire Equipment Audit Risk Assessmentas per updated safety standards. For the year under review your Company achievedsubstantial reduction in the fire load resulting in reduction in fire incidences. Theinitiatives in this space include installation of modern equipment substituting storespackaging material in critical areas and relocation of flammable material as appropriate.In line with the ‘Go Green' philosophy your Company is continuously adopting newtechniques to eliminate and minimise the overall environmental impact. Towards thisobjective various projects have been implemented by your Company in air water - wastewater management solid waste management Plastic waste recycling management and E-wastemanagement. Further your Company has initiated implantation of ‘tri-generationproject' a first in India. Many of these initiatives are also extended to the suppliercommunity by your Company. During the year under review your Company signed agreementswith Extended Producer Responsibility Organizations (EPRO) recognised by Pollution ControlBoards. This agreement covers 100% integral plastic waste management (M&M plantsSuppliers & Dealers). Your Company implemented Central Ground Water Authority (CGWA)regulations for ground water management. This has helped your Company to improve waterneutrality by way of reduction in freshwater requirement.

Your Company continued the commitment to improve the wellbeing of employees andcontract associates through various activities under project ‘Parivartan'. Thisincludes activities like fitness improvement challenge (MRise) Mindfulness Mega event ofMahindra Marathon Dhyan Yoga Zumba medical check-ups health consultation nutritionmonth along with consultation and counselling on Special diet for all employees. As aresult of many initiatives the average Health index of its employees has improved ascompared to previous year. Further all locations observed World Health Day World HeartDay World Kidney Day and World Diabetes Day. To create awareness among society at largeyour Company has installed a display screen that displays real time readings for all airquality parameters. This screen is installed just outside the manufacturing plant inMumbai which is located on the Western Express highway with high density vehiculartraffic. In addition awareness is generated amongst all stakeholders by observing on anannual basis: World Ozone Day World Environment Day World Earth Day World Water Day andEnergy Conservation Week and Water Conservation Week.

Certifications/Recertifications

All Plants of your Company are in the process of certification under standard ISO45001: 2018 and recertification of ISO 14001: 2015. Further all plants are in the processof implementing Integrated Management System (IMS) along with adopting the updatedstandard ISO 45001:2018.

The Company revises its targets under SOH&E year on year and the performanceagainst these targets are reviewed periodically by senior management. Focused initiativesinvolving all stakeholders coupled with management reviews have helped to improve theSOH&E performance of your Company in the period 2019-20.

K. BOARD & COMMITTEES

Directors

As mentioned in the previous Annual Report at the 73rd Annual GeneralMeeting held on 7th August 2019 Dr. Vishakha N. Desai was re-appointedas an Independent Director for a period commencing from 8th August 2019 to 30thApril 2024 and Mr. Vikram Singh Mehta was also re-appointed as an Independent Directorfor a period commencing from 8th August 2019 to 7th August 2024.

Further Mr. Vijay Kumar Sharma was appointed as a Non-Executive Non-IndependentDirector representing Life Insurance Corporation of India at the 73rd AnnualGeneral Meeting held on 7th August 2019 liable to retire by rotation.

Mr. R. K. Kulkarni and Mr. Anupam Puri ceased to hold office as Independent Directorsof the Company from 8th August 2019 upon completion of their tenure asapproved by the Shareholders at the 68th Annual General Meeting of the Company.

The Board of Directors of the Company on the basis of recommendation by GNRC and aftertaking into account the external business environment business knowledge acumen andexperience of Mr. Haigreve Khaitan and Ms. Shikha Sharma recommended to the Shareholderstheir appointment as Independent Directors. The Shareholders at the 73rd AnnualGeneral Meeting held on 7th August 2019 approved the appointment of Mr.Haigreve Khaitan and Ms. Shikha Sharma for a period of 5 years commencing from 8thAugust 2019 to 7th August 2024 to hold office as Independent Directors of theCompany not liable to retire by rotation on the Board of the Company.

Independent Directors

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under theCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

The Board is of the opinion that the Independent Directors of the Company hold higheststandards of integrity and possess requisite expertise and experience required to fulfilltheir duties as Independent Directors. In terms of Section 150 of the Companies Act 2013read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules2014 Independent

Directors of the Company have confirmed that they have registered themselves with thedatabank maintained by The Indian Institute of Corporate Affairs Manesar (‘IICA').The Independent Directors are also required to undertake online proficiencyself-assessment test conducted by the IICA within a period of 1 (one) year from the dateof inclusion of their names in the data bank unless they meet the criteria specified forexemption.

The Independent Directors of the Company except Dr. Vishakha N. Desai are exempt fromthe requirement to undertake online proficiency self assessment test. Dr. Vishakha N.Desai will be undertaking the said test in due course.

Completion of tenure of Independent Directors

Mr. M. M. Murugappan and Mr. Nadir B. Godrej would cease to hold office as IndependentDirectors of the Company from 8th August 2020 upon completion of their tenureas approved by the Shareholders at the 72nd Annual General Meeting of theCompany held on 7th August 2018.

Mr. M. M. Murugappan joined the Board in 1992. He has been Chairman of the GovernanceNomination and Remuneration Committee and Research & Development Committee and Memberof Audit Committee and Risk Management Committee of the Board.

The Board placed on record its deep appreciation of the invaluable counsel rendered byMr. Murugappan to the Company and his contribution in guiding and supporting theManagement during his tenure as an Independent Director on the Board of Directors of theCompany. His inputs were valuable across all functions of the Company but in particularhis mentoring of the Board's Research & Development Committee was especiallyappreciated by the Company's Management.

Quote from Executive Chairman

"Mr. Murugappan (fondly known as "Murugu") who joined the Board in 1992has added great value to its deliberations during his tenure. Being an industrialisthimself he always brought a commercial mindset to his position. His strong focus onreliable data facts and industry trends contributed greatly to the robustness of decisionmaking while framing evaluating and executing strategies of your Company.

Several senior leaders were due to retire in 2020. As Chairman of the GovernanceNomination and Remuneration Committee (‘GNRC') Murugu played a vital role in thedelicate task of crafting the succession plan. Under his leadership the Committee plannedand implemented a structured and comprehensive succession-planning program and a rigorousreview for an orderly succession to the Board and to Senior Management positions. Thesuccession-planning program was approved by the Board and rolled out in December 2019.

As a Member and later on as Chairman of the Research & Development Committee heguided and mentored the Management to focus on product design and development. Hisinsistence on developing high calibre talent including lateral talent in the Research& Development Department helped your Company to remain competitive and keep pace withthe ever changing tastes and preferences of customers in the auto industry.

Murugu is a versatile personality with a rare combination of talent and humility. I amgrateful for his counsel and friendship. Even though his term as a Director is ending Icount on him for his continuous availability and support. I wish him many years of goodhealth and happiness."

Mr. Nadir B. Godrej joined the Board in 1992 and has shared his vast knowledge andexperience with us over many years. He has been a Member of the Governance Nomination andRemuneration Committee Audit Committee Risk Management Committee Strategic InvestmentCommittee and Research & Development Committee of the Board.

The Board placed on record its deep appreciation of the invaluable counsel rendered byMr. Godrej to the Company. The 28 years that Mr. Godrej was on the Board of the Companywere critical years in the Company's history.

Mr. Godrej's immense knowledge and financial expertise helped the Board and the Companynavigate through the sweeping changes with boldness while at the same time adheringstrictly to sound financial discipline and ethical and corporate values of the highestorder.

Quote from Executive Chairman

"Mr. Nadir Godrej joined the Board in 1992. His skills as an industrialist anddistinguished business strategist combined with his financial acumen global mindset andhigh standards of ethics and integrity made him a highly valued member of the Board.

His incisive mind enabled him to unearth important insights by quickly cutting throughthe clutter and converting it into meaningful analysis. I was particularly impressed byhis ability to quickly aggregate operational and financial data thus elevating thediscussion to the next level facilitating strategic decision making.

He has laid down uncompromising standards of ethics. As a member of the Board andvarious Committees Nadir could raise the bar on governance and ethics without losingsight of commercial aspects. As a Member of the Governance Nomination and RemunerationCommittee he contributed immensely to shaping the succession-planning exercise carried outby the Company which paved way for an orderly Succession to the Board and to SeniorManagement positions.

His wise guidance on prudent fiscal management combined with his formidable strategicskills were invaluable to us. Nadir is a valued and a trusted personal friend and I wishhim peace and happiness in the years to come."

Re-designation and Re-appointment of Dr. Pawan Goenka Managing Director

Pursuant to the recommendation of the GNRC the Board at its Meeting held on 20thDecember 2019 approved re-designation of Dr. Pawan Kumar Goenka Managing Director ofthe Company as the ‘Managing Director and Chief Executive Officer' with effect from 1stApril 2020 till the end of his current term i.e. upto 11th November 2020and his re-appointment as Managing Director of the Company liable to retire by rotationdesignated as ‘Managing Director and Chief Executive Officer' for a periodcommencing from 12thNovember 2020 to 1 st April 2021 (both daysinclusive).

Appointment of Whole Time Directors Dr. Anish Shah

Pursuant to the recommendation of the GNRC the Board at its Meeting held on 20thDecember 2019 appointed Dr. Anish Shah as an Additional Director of the Company witheffect from 1st April 2020 to hold office up to the date of the 74thAnnual General Meeting (AGM) of the Company scheduled to be held on 7th August2020 and subject to the approval of the Members at the said AGM as Whole time Director ofthe Company liable to retire by rotation designated as ‘Deputy Managing Directorand Group Chief Financial Officer' from 1st April 2020 to 1stApril 2021 (both days inclusive) and as ‘Managing Director and Chief ExecutiveOfficer' for a period commencing from 2nd April 2021 to 31st March2025 (both days inclusive).

The Company has received the requisite Notice from a Member in writing proposing hisappointment as a Director of the Company.

Mr. Rajesh Jejurikar

Pursuant to the recommendation of the GNRC the Board at its Meeting held on 20thDecember 2019 appointed Mr. Rajesh Jejurikar as an Additional Director of the Companywith effect from 1st April 2020 to hold office up to the date of the 74thAGM of the Company scheduled to be held on 7th August 2020 and subject to theapproval of the Members at the said AGM as a Whole Time Director of the Companyliable to retire by rotation designated as ‘Executive Director (Auto and FarmSectors)' for a period of Five Years from 1st April 2020 to 31stMarch 2025 (both days inclusive).

The Company has received the requisite Notice from a Member in writing proposing hisappointment as a Director of the Company.

Appointment of Non-Executive Non-Independent Director Mr. CP Gurnani

Pursuant to the recommendation of the GNRC the Board at its Meeting held on 20thDecember 2019 appointed Mr. CP Gurnani as an Additional Director of the Company witheffect from 1st April 2020 to hold office up to the date of the 74thAGM of the Company scheduled to be held on 7th August 2020 and thereaftersubject to the approval of the Members at the said AGM as a Non-ExecutiveNon-Independent Director liable to retire by rotation.

The Company has received the requisite Notice from a Member in writing proposing hisappointment as a Director of the Company.

Retirement by rotation

Mr. Anand G. Mahindra retires by rotation and being eligible offers himself forre-appointment at the 74th Annual General Meeting of the Company scheduled tobe held on 7th August 2020.

Performance Evaluation

Pursuant to the provisions of the Companies Act 2013 and the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board has carried out anannual evaluation of its own performance and that of its Committees as well as performanceof the Directors individually. Feedback was sought by way of a structured questionnairecovering various aspects of the Board's functioning such as adequacy of the composition ofthe Board and its Committees Board culture execution and performance of specific dutiesobligations and governance and the evaluation was carried out based on responses receivedfrom the Directors.

The performance evaluation of Committees was based on criteria such as structure andcomposition of Committees attendance and participation of member of the Committeesfulfilment of the functions assigned to Committees by the Board and applicable regulatoryframework frequency and adequacy of time allocated at the Committee meetings to fulfilduties assigned to it adequacy and timeliness of the Agenda and Minutes circulatedcomprehensiveness of the discussions and constructive functioning of the Committeeseffectiveness of the Committee's recommendation for the decisions of the Board etc.

A separate exercise was carried out by the GNRC of the Board to evaluate theperformance of individual Directors. The performance evaluation of the Non-IndependentDirectors and the Board as a whole was carried out by the Independent Directors. Theperformance evaluation of the Executive Chairman of the Company was also carried out bythe Independent Directors taking into account the views of the Managing Director andNon-Executive Directors. The Directors expressed their satisfaction with the evaluationprocess. The Independent Directors and Executive Chairman also carried out performanceevaluation of the Managing Director of the Company.

Policies

Your Company has adopted the following Policies which inter alia include criteria fordetermining qualifications positive attributes and independence of a Director: (a) Policyon Appointment of Directors and Senior Management and succession planning for orderlysuccession to the Board and the Senior Management; (b) Policy for remuneration of theDirectors Key Managerial Personnel and other employees.

Policy (a) mentioned above includes the criteria for determining qualificationspositive attributes and independence of a Director identification of persons who arequalified to become Directors and who may be appointed in the Senior Management Team inaccordance with the criteria laid down in the said Policy succession planning forDirectors and Senior Management and Policy statement for Talent Management framework ofthe Company.

Policy (b) mentioned above sets out the approach to Compensation of Directors KeyManagerial Personnel and other employees in the Company.

Policies mentioned at (a) and (b) above are available on the website at the followinglink: https://www.mahindra. com/resources/FY20/AnnualReport.zip

Familiarisation Programme for Independent Directors/Non-Executive Directors

The Members of the Board of the Company are afforded many opportunities to familiarisethemselves with the Company its Management and its operations. The Directors are providedwith all the documents to enable them to have a better understanding of the Company itsvarious operations and the industry in which it operates. All the Independent Directors ofthe Company are made aware of their roles and responsibilities at the time of theirappointment through a formal letter of appointment which also stipulates various termsand conditions of their engagement. Executive Directors and Senior Management provide anoverview of the operations and familiarise the new Non-Executive Directors on mattersrelated to the Company's values and commitments. They are also introduced to theorganisation structure constitution of various committees board procedures riskmanagement strategies etc.

Strategic Presentations are made to the Board where Directors get an opportunity tointeract with Senior Management. Directors are also informed of the various developmentsin the Company through Press Releases emails etc.

The Company has developed a web based portal i.e. Board portal accessible toall the Directors which inter alia contains the following information:

• Roles responsibilities and liabilities of Independent Directors under the Companies Act 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
• Board Minutes Agenda and Presentations.
• Annual Reports.
• Code of Conduct for Directors.
• Terms and conditions of appointment of Independent Directors.

Pursuant to Regulation 25(7) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 ("SEBI Listing Regulations") the Company impartedvarious familiarisation programmes for its Directors including review of Investments ofthe Company by Strategic Investment Committee Industry Outlook at the Board MeetingsRegulatory updates at Board and Audit Committee Meetings covering changes with respect tothe Companies Act SEBI Listing Regulations Taxation and other matters Presentations onInternal Control over Financial Reporting Operational Control over Financial ReportingPrevention of Insider Trading Regulations SEBI Listing Regulations Framework for RelatedParty Transactions Plant Visit Meeting with Senior Executive(s) of your Company etc.Pursuant to Regulation 46 the details required are available on the website of yourCompany at the web link: https://www. mahindra.com/resources/FY20/AnnualReport.zip

Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act 2013 your Directors based on therepresentations received from the Operating Management and after due enquiry confirmthat: (a) in the preparation of the annual accounts for the Financial Year ended 31stMarch 2020 the applicable accounting standards have been followed; (b) they had inconsultation with Statutory Auditors selected accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31stMarch 2020 and of the profit of the Company for the year ended on that date; (c) theyhave taken proper and sufficient care for the maintenance of adequate accounting recordsin accordance with the provisions of the Companies Act 2013 for safeguarding the assetsof the Company and for preventing and detecting fraud and irregularities; (d) they haveprepared the annual accounts on a going concern basis; (e) they have laid down adequateInternal Financial Controls to be followed by the Company and such Internal FinancialControls were operating effectively during the Financial Year ended 31st March2020; (f) they had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively throughoutthe Financial Year ended 31st March 2020.

Board Meetings and Annual General Meeting

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year 1st April 2019 to 31st March 2020 six BoardMeetings were held on: 29th May 2019 7th August 2019 8thNovember 2019 20th December 2019 8th February 2020 and 27thMarch 2020. The 73rd Annual General Meeting (AGM) of the Company was held on 7thAugust 2019.

Meetings of Independent Directors

The Independent Directors of your Company meet before the Board Meetings without thepresence of the Executive Chairman or the Managing Director or other Non-IndependentDirector or Chief Financial Officer or any other Management Personnel.

These Meetings are conducted in an informal and flexible manner to enable theIndependent Directors to discuss matters pertaining to inter alia review of performanceof Non-Independent Directors and the Board as a whole review the performance of theExecutive Chairman of the Company (taking into account the views of the Executive andNon-Executive Directors) review the performance of the Company assess the qualityquantity and timeliness of flow of information between the Company Management and theBoard that is necessary for the Board to effectively and reasonably perform their duties.

Five Meetings of Independent Directors were held during the year and these meetingswere well attended.

Audit Committee

The Board at its Meeting held on 7th August 2019 re-constituted the AuditCommittee and appointed Ms. Shikha Sharma as the Member of the Committee with effect from8th August 2019. Mr. R. K. Kulkarni ceased to be the Member of the Committeeupon the end of his term. The Committee comprises of four Directors viz. Mr. T. N.Manoharan (Chairman of the Committee) Mr. Nadir B. Godrej Mr. M. M. Murugappan and Ms.Shikha Sharma. All the Members of the Committee are Independent Directors and possessstrong accounting and financial management knowledge. The Company Secretary of the Companyis the Secretary of the Committee.

All the recommendations of the Audit Committee were accepted by the Board.

L. GOVERNANCE

Corporate Governance

Your Company has a rich legacy of ethical governance practices many of which wereimplemented by the Company even before they were mandated by law. Your Company iscommitted to transparency in all its dealings and places high emphasis on business ethics.During the year under review your Company has been conferred the coveted Golden PeacockGlobal Award for Excellence in Corporate Governance for the year 2019 by the Institute ofDirectors (IOD) and the National Award for Excellence in Corporate Governance in Listedsegment: Large Category for 2019 by the Institute of Company Secretaries of India. Boththese Awards validate your Company's ‘Best in Class' corporate governance practicesand reflect its transparent and ethical dealings with stakeholders across the entire valuechain.

A Report on Corporate Governance along with a Certificate from the Statutory Auditorsof the Company regarding compliance with the conditions of Corporate Governance asstipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 forms part of the Annual Report.

Vigil Mechanism

The Vigil Mechanism as envisaged in the Companies Act 2013 the Rules prescribedthereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is implemented through the Company's Whistle Blower Policy to enable the Directorsemployees and all stakeholders of the Company to report genuine concerns to provide foradequate safeguards against victimisation of persons who use such mechanism and makeprovision for direct access to the Chairman of the Audit Committee.

Whistle Blower Policy of your Company is available on the Company's website andcan be accessed at the Web-link: https://www.mahindra.com/resources/FY20/ AnnualReport.zip

Further details are available in the Report on Corporate Governance that forms part ofthis Annual Report.

The Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013

The Company has a detailed policy in place in line with the requirements of The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.Internal Complaints Committees (ICC) have been set up to redress complaints receivedregarding sexual harassment and the Company has complied with provisions relating to theconstitution of Internal Complaints Committee under The Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013. All employees (permanentcontractual temporary trainees) are covered under this Policy. During the year underreview 2 complaints with allegations of sexual harassment were filed and both weredisposed-off as per the provisions of The Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013. No complaint was pending as of 31stMarch 2020.

Business Responsibility Report

The ‘Business Responsibility Report' (BRR) of your Company for the year 2019-20forms part of this Annual Report as required under Regulation 34(2)(f) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

Your Company strongly believes that sustainable and inclusive growth is possible byusing the levers of environmental and social responsibility while setting aspirationaltargets and improving economic performance to ensure business continuity and rapid growth.Your Company is committed to leverage ‘Alternative Thinking' to build competitiveadvantage in achieving high shareholder returns through customer centricity innovationgood governance and inclusive human development while being sensitive to the environment.

Risk Management

Your Company has a well-defined risk management framework in place. The risk managementframework works at various levels across the enterprise. These levels form the strategicdefence cover of the Company's risk management. The Company has a robust organisationalstructure for managing and reporting on risks.

Your Company has constituted a Risk Management Committee of the Board which isauthorised to monitor and review risk management plan and risk certificate. The Committeeis also empowered inter alia to review and recommend to the Board the modifications tothe Risk Management Policy. Further the Board has constituted a Corporate Risk Councilcomprising the Senior Executives of the Company. The terms of reference of the Councilcomprises review of risks and Risk Management Policy on periodic intervals.

Your Company has developed and implemented a Risk Management Policy which is approvedby the Board. The Risk Management Policy inter alia includes identification of risksincluding cyber security and related risks and also those which in the opinion of theBoard may threaten the existence of the Company. Risk management process has beenestablished across the Company and is designed to identify assess and frame a response tothreats that affect the achievement of its objectives. Further it is embedded across allthe major functions and revolves around the goals and objectives of the organisation.

M. CORPORATE SOCIAL RESPONSIBILITY AND SUSTAINABILITY

Corporate Social Responsibility (CSR)

Your Company continues to focus its Corporate Social Responsibility (CSR) initiativesto drive positive and sustainable change in building resilient communities. Resilience wastested at the end of the Financial Year 2020 marked by the COVID-19 crisis. The crisis istesting the world's capability to respond to a pandemic at a time when the world isalready grappling with acute inequalities based on gender class access to livelihoodopportunities amongst others. With the socio economic impacts of the pandemic hittingvulnerable and marginalised groups particularly hard there was a need for businesses tostep up to support communities in need. Swiftly responding to this your Company extendedits support to the efforts of the Government machinery by responding to the crying needfor products required to fight the COVID crisis. Accordingly a decision was taken to usethe Company's manufacturing facilities to make personal protection equipment e.g. low-costinnovative ventilators face masks and face shields.

Further your Company set up a COVID-19 relief fund under the aegis of MahindraFoundation to provide relief to those most severely affected by the pandemic e.g. smallbusinesses and traders workers in the supply chain and daily wage labourers. YourCompany also contributed Rs. 20 crores to the ‘Prime Minister's Citizen Assistanceand Relief in Emergency Situations Fund' (PM CARES FUND). Through these initiatives yourCompany has not only provided support to the Government agencies but has reached out to alarge section of the poor and vulnerable by providing immediate relief. While continuingwork towards addressing the COVID-19 crisis in the next Financial Year your Company willin accordance with its CSR vision focus its support on the constituencies of girls youthand farmers. This will be done through its ongoing CSR programs in the domains ofeducation public health and environment. Below are some of the ongoing CSR programs thatyour Company focused on during the Financial Year 2020 and will continue supporting thefollowing:

Project Nanhi Kali supported the education of over 174681underprivileged girls across India. Of these 78437 girls at secondary school level wereprovided access to digital tablets preloaded with educational content. The Mahindra Groupsupported the education of 67337 Nanhi Kalis of which 14462 were supported by yourCompany.

– The Mahindra Pride Schools trained 6045 youth from socially and economicallydisadvantaged communities across 9 locations and 100% of them were placed in lucrativejobs. Your Company supported the Mahindra Pride Schools in Chandigarh Srinagar VaranasiHyderabad and two in Chennai which trained 3641 youth in Financial Year 2020. Furtherthe Mahindra Pride Classrooms (MPC) provided training to 101391 youth from 856 ITIsPolytechnics Arts and Science Colleges across 16 states through the Mahindra PrideClassrooms module. Your Company supported the training of 71248 MPC students.

– Over 3383 students benefitted through a variety of Scholarship Programs. Theseranged from providing opportunities to youth from low income group families to undergodiploma courses at vocational education institutes to enabling meritorious students topursue their post graduate studies at reputed universities overseas to allowingmeritorious and deserving students to study at the Mahindra United World College in Pune.

– Through Mahindra Hariyali the Mahindra Group planted 1.52 million trees whichcontributed to building green cover and protecting biodiversity in the country. Of these1.13 million trees were planted in the Araku valley which besides greening theenvironment also provided livelihood support to tribal farmers growing coffee and fruitbearing trees in this region. Of the 1.52 million the plantation of 1.32 million treeswas done by your Company. The average survival rate of trees planted was 96% in the ArakuValley and above 80% for other locations.

– The Integrated Water Management Program (IWMP) is a Public Private Partnership(PPP) with Government of Madhya Pradesh at Bhopal and with National Bank for Agricultureand Rural Development (NABARD) at Hatta. In Financial Year 2020 the project benefitted38447 people in 48 villages as increased water availability led to improved agriculturalproductivity and increased farmer income.

– Through the Wardha Farmer Family Project and Krishi Mitra Project your Companycontinued to support small and marginal farmers by training them in effective farmingpractices including soil health crop planning creating model farms with bio-dynamicfarming practices and increasing the water table with a view to increasing cropproductivity.

– Rise for Safe Roads: The first of its kind in India ‘Road Safety' projectaims to make the Mumbai Pune Expressway a near ‘Zero Fatality Corridor' by 2021. Theinterventions are guided by the "4E" principle i.e. Engineering EnforcementEducation and Emergency Response. In addition long haul truck drivers were trainedthrough the Anticipatory Driving and Action Prevention Training (ADAPT™) program.

– ESOPs (Employee Social Options) - In Financial Year 2020 91943 ESOPsvolunteers from the Mahindra Group contributed 693305 person-hours for various socialinitiatives. Of these Company's 22877 employees contributed 163818 person-hours givingback to the Society.

Mahindra continues its work on building strong communities that are equipped to caterto its most vulnerable sections of Society. During the last Financial Year asacknowledgment for its CSR initiatives impact your Company received the following awards(from the Ministry of Corporate Affairs GOI) and recognition:

• Winner of the ‘National CSR Award 2018' in the category ‘Corporate Award for Excellence in CSR'.
• Winner of the ‘National CSR Award 2018' in the category ‘Contribution to National Priority Area Agriculture and Rural Development' (For Project Integrated Watershed Management in MP).
• Honourable Mention for the ‘National CSR Award 2018' in the category ‘Contribution to National Priority Area Education' (For Project Nanhi Kali).
• Mahindra Group was recognised in the Limca Book of Records for the India Record of "Most trees planted".

CSR Policy

The Corporate Social Responsibility Committee had formulated and recommended to theBoard a Corporate Social Responsibility Policy (CSR Policy) which was subsequentlyadopted by it and is being implemented by the Company. The CSR Policy including a briefoverview of the projects or programs undertaken can be accessed at the Company's websitethrough the Web-link: https:// www.mahindra.com/resources/FY20/AnnualReport.zip

CSR Committee

The Board at its Meeting held on 7th August 2019 re-constituted theCorporate Social Responsibility Committee. Mr. R. K. Kulkarni ceased to be the Member ofthe Committee upon end of his term. The CSR Committee comprises of Dr. Vishakha N. Desai(Chairperson) Mr. Anand G. Mahindra Dr. Pawan Goenka and Mr. Vikram Singh Mehta. TheCommittee inter alia reviews and monitors the CSR as well as Sustainability activities.

During the year under review your Company spent Rs. 126.59 crores on CSR activities.The amount equal to 2% of the average net profit for the past three financial yearsrequired to be spent on CSR activities was Rs. 106.56 crores. The detailed Annual Reporton the CSR activities undertaken by your Company in Financial Year 2020 is annexedherewith marked as Annexure VI.

Sustainability

During the year under review the 12th Sustainability Report for the year2018-19 was released. The Report was externally assured by KPMG and prepared in accordancewith the GRI Standards - Core option.

By implementing Mahindra Sustainability Framework your Company continued the focus onthe Environmental Social and Governance (ESG) parameters ensuring a common language forsustainability across the Group. This framework defines sustainability as "Buildingenduring businesses by rejuvenating the environment and enabling stakeholders torise". Under the three pillars People Planet and Profit of Sustainability Framework;various actions have been implemented across the Group.

Your Company has received an approval of Science Based Target a commitment to restrictaverage global temperature rise in alignment of Paris Climate Change Agreement. As anenvironmental best practice the Company is actively working towards making the locationscertified for Zero Waste to Landfill (ZWL). During the year Mahindra Research ValleySpares Business Unit - Kanhe Swaraj Plant 2 Mahindra Towers - Worli and IT CenterBuilding at Kandivli got certified.

Group Sustainability Council conducted its 50th meeting during the year. Ms.Renata Lok- Desallien United Nations resident coordinator of India was the special guest.

Mr. Anand G. Mahindra Executive Chairman of your Company who is also a Board member ofthe United Nations Global Compact launched report of the High-Level Commission on CarbonPricing and Competitiveness at the United Nation's Climate Action Summit in New York on 23rdSeptember 2019.

The Sustainability performance for your Company for the Financial Year 2019-20 will beelaborated in detail in the GRI Report which is under preparation and will be ready forrelease shortly.

Your Company was recognised for its leadership position on the ESG dimensions duringthe year under review by way of:

• Recognising as one of the India Climate Change Rising Stars 2019 in Carbon Disclosure Project (CDP).
• Receiving Bronze medal in S & P Global Sustainability yearbook 2020 and part of Dow Jones Sustainability Emerging Market Index.
• Igatpuri plant winning the ‘Sustainable Factory of the Year Award' and ‘Jury award for Zero Waste to Landfill' at India Sustainability Leadership Summit 2019.
• Winning the prestigious Business Vision ‘Best Corporate Governance – India 2019' Award.
• Winning the prestigious Golden Peacock Global Award for Excellence in Corporate Governance for 2019.

Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo

The information pertaining to conservation of energy technology absorption foreignexchange earnings and outgo as required under Section 134(3)(m) of the Companies Act 2013read with Rule 8(3) of the Companies (Accounts) Rules 2014 is attached as Annexure VIIand forms part of this Report.

N. SECRETARIAL

Share Capital

The issued subscribed and paid-up Share Capital of the Company stood at Rs. 621.60crores as at 31st March 2020 comprising of 1243192544 Ordinary (Equity)Shares of Rs. 5 each fully paid-up. There was no change in Share Capital during the yearunder review.

Compliance with the provisions of Secretarial Standard 1 and Secretarial Standard 2

The applicable Secretarial Standards i.e. SS-1 and SS-2 relating to ‘Meetings ofthe Board of Directors' and ‘General Meetings' respectively have been duly compliedby your Company.

Annual Return

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act 2013 read withRule 12(1) of the Companies (Management and Administration) Rules 2014 an extract of theAnnual Return as on 31st March 2020 in Form No. MGT-9 is attached as AnnexureVIII and forms part of this Report.

The Annual Return of the Company has been placed on the website of the Company and canbe accessed at https://www.mahindra.com/resources/FY20/AnnualReport.zip

O. POLICIES

The details of the Key Policies adopted by the Company are mentioned at Annexure IX tothe Board's Report.

P. GENERAL

Neither the Executive Chairman nor the Managing Director of the Company received anyremuneration or commission from any of the subsidiary of your Company. Your Directorsstate that no disclosure or reporting is required in respect of the following items asthere were no transactions/events on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend voting or otherwise.

2. Issue of Shares (Including Sweat Equity Shares) to employees of the Company underany Scheme save and except Employees Stock Option Schemes (ESOS) referred to in thisReport.

3. Significant or material orders passed by the Regulators or Courts or Tribunals whichimpact the going concern status and the Company's operation in future.

4. Voting rights which are not directly exercised by the employees in respect of sharesfor the subscription/ purchase of which loan was given by the Company (as there is noscheme pursuant to which such persons can beneficially hold shares as envisaged underSection 67(3) (c) of the Companies Act 2013).

5. There has been no change in the nature of business of your Company.

For and on behalf of the Board
ANAND G. MAHINDRA
Executive Chairman
Mumbai 12th June 2020