MAHINDRA & MAHINDRA LTD. | Integrated Annual Report 2021-22

56 COMPANY OVERVIEW BOARD’S REPORT MANAGEMENT DISCUSSION AND ANALYSIS CORPORATE GOVERNANCE BUSINESS RESPONSIBILITY REPORT STANDALONE ACCOUNTS CONSOLIDATED ACCOUNTS Sale of stake in Meru Travel Solutions Private Limited by the Company to Mahindra Logistics Limited During the year, Meru Travel Solutions Private Limited (“MTSPL”), a wholly owned subsidiary of the Company had agreed to sell its entire 100% equity stake in MTSPL’s 3 (three) wholly owned subsidiaries viz; 1) Meru Mobility Tech Private Limited (“MMTPL”) for consideration of Rs. 21.4 crores, 2) V-Link Fleet Solutions Private Limited (“VFSPL”) for consideration of Rs. 1,205 and 3) V-Link Automotive Services Private Limited (“VASPL”) for consideration of Rs. 29.1 crores, to Mahindra Logistics Limited (“MLL”) and the Company had also agreed to sell its entire 100% equity stake in MTSPL to MLL for consideration of Rs. 50.4 crores. Subsequent to the year end, MTSPL, MMTPL, VFSPL and VASPL have become wholly owned subsidiaries of MLL. Since MLL is a subsidiary of the Company, MTSPL, MMTPL, VFSPL and VASPL continue to remain subsidiaries of the Company. This transaction was a strategic move to consolidate all mobility businesses under MLL. Ssangyong Motor Company During the year, Ssangyong Motor Company (SYMC) was placed under Court Receivership as per the provisions of Debtor Rehabilitation and Bankruptcy Act of South Korea. Subsequently, SYMC initiated a global bidding process to invite a new investor to take a majority ownership. In October, it signed an MOU with a consortium led by Edison Motors Co., a Korea-based electric bus manufacturer. In January 2022, the Edison Motors Co. consortium signed an investment agreement to invest around KRW 305 billion in SYMC. However, the consortium did not deposit the investment amount by the deadline as per the agreement, following which SYMC terminated the agreement. The Edison Motors Co. consortium has appealed against the termination of agreement. SYMC has initiated a process to invite new investor(s). Disinvestment of Hisarlar Makina, Turkey During the year, Mahindra Overseas Investment Company (Mauritius) Limited, a wholly owned subsidiary of the Company (“MOICML”) and Erkunt Traktor Sanayi A.S. (“Erkunt”), a wholly owned subsidiary of MOICML and that of the Company, divested its entire stake aggregating 94.3% of the paid-up equity share capital of Hisarlar Makina Sanayi ve Ticaret Anonim Ş irketi (“Hisarlar”), to two Turkish individuals for an aggregate consideration of Turkish Lira 6.6 million (equivalent to approximately Rs. 5.6 crores). Hisarlar’s agri-machinery business, along with certain relevant assets (including intellectual property and tooling) were transferred to Erkunt. Erkunt also entered into contract manufacturing and licensing agreements with Hisarlar, whereby Hisarlar will manufacture and supply agri-machinery products to Erkunt, and Erkunt will have the right to use Hisarlar brand for agri-machinery. Merger of Mahindra Engineering and Chemical Products Limited, Retail Initiative Holdings Limited and Mahindra Retail Limited into Mahindra & Mahindra Limited As mentioned in the previous Annual Report, the Board of Directors of your Company at its Meeting held on 28 th May, 2021, subject to requisite approvals /consents, approved the Scheme of Merger by Absorption of Mahindra Engineering and Chemical Products Limited (“MECPL”), Retail Initiative Holdings Limited (“RIHL”) and Mahindra Retail Limited (“MRL”) (together referred to as ‘Transferor Companies’), direct/indirect wholly owned subsidiaries of the Company, with the Company and their respective Shareholders (“Scheme”) under sections 230 to 232 and other applicable provisions of the Companies Act, 2013. The Scheme has been approved by the National Company Law Tribunal, Mumbai Bench at its hearing held on 24 th March, 2022, and the Scheme has become effective from 29 th April, 2022 (“Effective Date”). The Appointed Date of the Scheme was 1 st April, 2021 and the entire assets and liabilities of MECPL, RIHL and MRL have been transferred to and recorded by the Company at their carrying values with effect from the Appointed Date. The entire share capital of the Transferor Companies was held directly/indirectly by the Company. Upon the Scheme becoming effective, no shares of the Company were allotted in lieu or exchange of the holding of the Company inMECPL or one Transferor Company in another Transferor Company (held directly and jointly with its nominee shareholders) and accordingly, equity shares held in the Transferor Companies stand cancelled on the Effective Date without any further act, instrument or deed. Accordingly, the Merger by Absorption of MECPL, RIHL and MRL with the Company stands completed. Merger of Mahindra Electric Mobility Limited into Mahindra & Mahindra Limited As mentioned in the previous Annual Report, the Board of Directors of your Company at its Meeting held on