annual-report-FY2021

284 COMPANY OVERVIEW BOARD’S REPORT MANAGEMENT DISCUSSION AND ANALYSIS CORPORATE GOVERNANCE BUSINESS RESPONSIBILITY REPORT STANDALONE ACCOUNTS CONSOLIDATED ACCOUNTS (B) Ssangyong Motor Company (SYMC), a material foreign subsidiary of the Company, filed an application before the Bankruptcy Court for commencement of rehabilitation proceedings on 21 st December, 2020 and also applied for the Autonomous Rehabilitation Support Program (“ARS”) to work on a possible deal with a potential investor. The Court approved the ARS and granted time until 28 th February, 2021 to the parties. However, the deal with the potential investor could not be concluded. Consequently, as per the process of rehabilitation, the Court appointed a Receiver to manage the affairs of SYMC. Pursuant to the admission in the ARS program and following the guidance under Ind AS 110 – Consolidated Financial Statements, the Company has ceased consolidating SYMC as a subsidiary from 28 th December, 2020 and has classified the investment to be measured at fair value as per Ind AS 109 – Financial instruments. Based on the management judgement and best estimate assumptions of the realizable value of the assets relating to SYMC, the Company had fully provided its investment in SYMC before classifying it as an investment under Ind AS 109. Additionally, the Company has recognised an impairment/provision for its exposures to SYMC. The impairment/provision for investment and other exposures aggregating to Rs. 1,653.81 crores recognised during the year ended 31 st March, 2021 (2020 : Rs. 1,468.00 crores) have been presented under ‘Exceptional items’ in the Statement of Profit and Loss. (C) The Scheme of merger by absorption of the wholly-owned subsidiary, Mahindra Vehicle Manufacturers Limited with the Company has been approved by the National Company Law Tribunal (NCLT) on 26 th April, 2021. The Appointed Date of the Scheme is 1 st April, 2019. The Scheme will be given effect upon receipt of other requisite approvals/consent. (D) The Board of Directors of the Company at its meeting held on 28 th May, 2021, have approved the Scheme of Merger by Absorption of its wholly-owned subsidiaries, Mahindra Engineering and Chemical Products Limited, Retail Initiative Holdings Limited and Mahindra Retail Limited, with the Company and their respective Shareholders under sections 230 to 232 and other applicable provisions of the Companies Act, 2013. The Board of Directors of the Company at its Meeting held on 26 th March, 2021 had accorded an in-principle approval for consolidation of Mahindra Electric Mobility Limited, a subsidiary of the Company (“MEML”) into the Company and had authorised its Loans & Investment Committee to decide on the mode of consolidation including finalizing the Scheme, Valuation, Swap Ratio, etc. and recommend the same to the Audit Committee and to the Board of Directors for their approval. The Board of Directors of the Company at its Meeting held on 28 th May, 2021, have approved the Scheme of Merger by Absorption of MEML with the Company and their respective Shareholders under sections 230 to 232 and other applicable provisions of the Companies Act, 2013. The Appointed Date of both the schemes of merger would be 1 st April, 2021 or such other date as may be approved by NCLT or any other appropriate authority. The Schemes will be given effect upon receipt of requisite approvals/consent. 40. Previous year’s figures have been regrouped/reclassified wherever necessary. Signatures to Notes 1 to 40 39. Other information: (contd.) Vikram Singh Mehta Vishakha N. Desai T. N. Manoharan Haigreve Khaitan Shikha Sharma Nisaba Godrej Muthiah Murugappan Vijay Kumar Sharma CP Gurnani } Directors In terms of our report attached. For B S R & Co. LLP Chartered Accountants Firm’s Registration No : 101248W/W-100022 Jamil Khatri Partner Membership No : 102527 Mumbai, 28 th May, 2021 Anand G. Mahindra Executive Chairman Anish Shah Managing Director and CEO Rajesh Jejurikar Executive Director (Auto and Farm Sectors) Manoj Bhat Group Chief Financial Officer Narayan Shankar Company Secretary Mumbai, 28 th May, 2021