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

57 MAHINDRA & MAHINDRA LTD. Integrated Annual Report 2021-22 28 th May, 2021, subject to requisite approvals/consents, approved the Scheme of Merger by Absorption of Mahindra Electric Mobility Limited (“MEML”) with the Company and their respective shareholders (“Scheme”) under the provisions of 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 (“NCLT”) or any other appropriate authority. On completion of the merger, the entire assets and liabilities of MEML would be transferred to and recorded by the Company as per applicable accounting standards. The Scheme provides for issue of Ordinary (Equity) Shares by the Company to the shareholders of MEML (other than the Company or subsidiary(ies) of the Company holding shares directly and jointly with its nominee shareholders). The share exchange Ratio is 480 (Four Hundred and Eighty) Ordinary (Equity) Shares of Rs. 5 each fully paid-up of the Company for every 10,000 (Ten Thousand) Equity Shares of Rs. 10 each fully paid-up held in MEML as on Record Date. The shares held in MEML by the Company or its subsidiary(ies) directly and jointly with its nominee shareholders shall be cancelled upon the Scheme becoming effective. Additionally, the stock options held by the eligible ESOP holders of MEML as on the Record Date shall be substituted with ESOPs of the Company in accordance with the Scheme. The Company has received Observation letters from BSE Limited and National Stock Exchange of India Limited, conveying their no-objection to the Scheme. The Company has filed the Scheme for admission with the NCLT, Mumbai Bench. Divestment of stake by Mahindra Engineering and Chemical Products Limited in Mahindra Tsubaki Conveyor Systems Private Limited Mahindra Engineering and Chemical Products Limited (“MECPL”), a wholly owned subsidiary of the Company (merged with the Company with effect from 29 th April, 2022), has sold its entire stake aggregating 49% of the paid-up Equity Share Capital of Mahindra Tsubaki Conveyor Systems Private Limited (“MTC”) on 21 st February, 2022 for a consideration of Rs. 58.89 crores to Tsubakimoto Bulk Systems Corp., (TBS) headquartered in Osaka, Japan, a wholly owned subsidiary of Tsubakimoto Chain Co., Japan, a public listed company on the Tokyo Stock Exchange. Pursuant to this transaction, the shareholding of MECPL in MTC has become ‘Nil’ and MTC had ceased to be an associate of MECPL with effect from 21 st February, 2022. Investment in ReNew Sunlight Energy Private Limited ReNew Sunlight Energy Private Limited (“RSEPL”) became an Associate of the Company on 6 th July, 2021. The Company subscribed to 1,60,74,000 Equity Shares of RSEPL amounting to 37.2% of the equity share capital of RSEPL for a consideration of Rs. 16.07 crores. The investment in RSEPL will enable the Company to become a Captive User and consume Solar Power generated by RSEPL. RSEPL is an Indian company, incorporated on 15 th December, 2020 which intends to setup Solar Park and generate solar power. RSEPL is subsidiary of ReNew Green Energy Solutions Private Limited (“RGESPL”) which in turn is a subsidiary of Renew Power Private Limited. Sale of Stake held by the Company in Mahindra Sanyo Special Steel Private Limited pursuant to exercise of a Put Option Subsequent to the year end, the Company has agreed to sell 34,75,264 Equity Shares of Rs.10 each held by the Company in Mahindra Sanyo Special Steel Private Limited (‘MSSSPL’) constituting 22.81% of the Paid-up Capital of MSSSPL to Sanyo Special Steel Co., Ltd (“Sanyo”) pursuant to exercise of a Put Option available to the Company on Sanyo under the Shareholders’ Agreement. Following the sale, the Company’s holding in MSSSPL would become ‘Nil’ and MSSSPL would cease to be an Associate of the Company. Disinvestment of OFD Holding B.V., the Netherlands In April 2022, Mahindra Fresh Fruits Distribution Holding Company (Europe) B.V. (“MFFD”) sold its entire stake aggregating 83.09% of the paid-up Equity Share Capital held in OFD Holding B.V. (“OFD”), a subsidiary of MFFD which in turn is a subsidiary of Mahindra Agri Solutions Limited and that of the Company, for a consideration of EUR 5.1 million (equivalent to Rs. 42.2 crores). D. INTERNAL FINANCIAL CONTROLS The Corporate Governance Policies guide the conduct of affairs of your Company and clearly delineate the roles, responsibilities and authorities at each level of its governance structure and key functionaries involved in governance. The Code of Conduct for Senior Management and Employees of your Company (the Code of Conduct) commits Management to nancial and accounting policies, systems and processes. The Corporate Governance Policies and the Code of Conduct stand widely communicated across your Company at all times.