annual-report-FY2021

66 COMPANY OVERVIEW BOARD’S REPORT MANAGEMENT DISCUSSION AND ANALYSIS CORPORATE GOVERNANCE BUSINESS RESPONSIBILITY REPORT STANDALONE ACCOUNTS CONSOLIDATED ACCOUNTS The Policy for determining material subsidiaries as approved by the Board is uploaded on the Company’s website and can be accessed in the Governance section at the Web-link https://www.mahindra.com/investors/ reports-and-filings C. JOINT VENTURES, ACQUISITIONS AND OTHER MATTERS Merger of Mahindra Vehicle Manufacturers Limited into Mahindra & Mahindra Limited As mentioned in the previous Annual Report, the Board of Directors of the Company at its Meeting held on 29 th May, 2019, subject to requisite approvals /consents, approved the Scheme of Merger by Absorption of Mahindra Vehicle Manufacturers Limited, a wholly owned subsidiary of the Company (“MVML”) with the Company and their respective shareholders (“Scheme”) under the provisions of sections 230 to 232 of the Companies Act, 2013. The Scheme is subject to receipt of approvals from Directorate of Industries, Maharashtra Industrial Development Corporation, National Company Law Tribunal, Mumbai Bench (“NCLT”) and such other statutory / Government authorities as may be directed by the NCLT. The Appointed Date of the Scheme is 1 st April, 2019 and the entire assets and liabilities of MVML would be transferred to and recorded by the Company at book values. The entire share capital of MVML is held by the Company. Upon the Scheme being effective, all shares (‘Preference and Equity’) held by the Company in MVML shall stand cancelled, without any further act or deed and no consideration shall be issued on merger. NCLT has approved the Scheme basis its Pronouncement of Order on 26 th April, 2021. However, the certified copy of the order is awaited. Scheme of Merger by Absorption of Mahindra Trucks and Buses Limited and Mahindra Automobile Distributor Private Limited with Mahindra Two Wheelers Limited (“Scheme”) The National Company Law Tribunal has approved the Scheme vide its order dated 30 th June, 2020. The Appointed Date of the Scheme is 1 st April, 2019 and the Scheme is effective from 31 st July, 2020. Pursuant to the Scheme becoming effective, Mahindra Trucks and Buses Limited and Mahindra Automobile Distributor Private Limited ceased to be subsidiaries of the Company. Divestment of 100% stake in Mahindra First Choice Services Limited (“MFCS”) and Auto Digitech Private Limited (“ADPL”) by Mahindra Holdings Limited (“MHL”) to TVS Automobile Solutions Private Limited (“TASL”) During the year, MHL, a 100% subsidiary of your Company agreed to divest its 100% stake in MFCS and ADPL to TASL for a consideration of Rs. 35 crores. Your Company invested the same amount in TASL for an upfront stake of around 2.76% and an earn-out right and potential. On 25 th February, 2021, your Company was allotted 3,32,195 Series IV Compulsorily Convertible Preference Shares (“CCPS”) in TASL for Rs. 34.99 crores and consequently MHL divested 100% equity stake in MFCS and Optionally Convertible Redeemable Preference Shares held in ADPL to TASL. Accordingly, both MFCS and ADPL ceased to be subsidiaries of your Company. On 26 th February, 2021, the Company acquired additional 100 earn-out shares (i.e. Series V CCPS) for Rs. 0.01 crores. Scheme of Merger by Absorption of Mahindra Electric Mobility Limited, a subsidiary of the Company with the Company and their respective Shareholders The Board of Directors of the Company at its Meeting held on 26 th March, 2021, subject to requisite permissions/ approvals/consents, accorded its in-principle approval for consolidation of Mahindra Electric Mobility Limited (“MEML”), a subsidiary of the Company into the Company. This consolidation is part of the Company’s Electric Vehicle (“EV”) strategy to simplify the structure and re-organise its EV operations into two focused verticals of Last Mile Mobility and EV Tech Centre. With the electric vehicle business at an inflection point and poised to grow exponentially, the realignment will help in providing resources and direction to realize targeted growth. Subsequent to the year end, the Board of Directors of the Company at its Meeting held on 28 th May, 2021, subject to requisite approvals/consents, approved the Scheme of Merger by Absorption of MEML with the Company and their respective Shareholders (“Scheme”) under sections 230 to 232 and other applicable provisions of the Companies Act, 2013. The Appointed Date of the Scheme is 1 st April, 2021 or such other date as may be directed or approved by the National Company Law Tribunal or any other appropriate authority. The entire assets and liabilities