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Mahindra and Mahindra Limited Voting Advisory Mahindra and Mahindra Limited ISIN Code: INE101A01026 BSE/NSE: 500520/M&M - EQ Index: SENSEX/CNX Nifty Meeting Type: Court Convened Meeting Meeting date: 7 February 2012 Meeting Time: 03:00 pm Proxy deadline: Saturday, 4th February 2012 by 3:00 pm Notice date: 6th January 2012 Meeting Venue: Birla Matushri Sabhagar, 19, Sir Vithaldas Thackersey Marg (New Marine Lines), Mumbai – 400 020. EXECUTIVE SUMMARY Management IIAS Sl.No Ord/Spl* Description of resolution Recommendation Recommendation Considering and approving, with or without modification(s), the Scheme of Arrangement between Mahindra Automobile Distributor Pvt. 1 Spl. Ltd (MADPL) and Mahindra and Mahindra Ltd FOR FOR (M&M) which provides for the demerger of the Automotive Business of the MADPL and transfer and vesting thereof into M&M * Ord/Spl: Ordinary/Special resolution IIAS Recommends: FOR Rationale for the Merger MADPL was a joint venture between Renault s.a.s., France (“Renault”) and M&M. After exit of Renault from the joint venture, M&M assumed complete control over the activities of MADPL. Renault will continue to supply components and sub-assemblies to MADPL at re-negotiated prices and support the product in India. M&M is already dealing in all segments of automobile industry e.g. passenger vehicles, commercial vehicles, light commercial vehicles and three-wheelers. The Verito brand (earlier Logan) of vehicles is a perfect suit in the product portfolio of M&M. The demerger of automotive business of MADPL into M&M will provide better flexibility in the manufacturing and supply chain. The demerger will enable both the companies to achieve and fulfil their objectives more effectively and economically. M&M’s existing management expertise and quality system will enhance the performance of this business. The proposed demerger of the automotive business will enable MADPL to streamline its operations by being focused on the spares business so as to enhance its profitability and to rationalize its management, businesses and finances. 3 1 February 2012 Mahindra & Mahindra Limited 1 | P a g e Voting Advisory Financial Profile (Consolidated) Price performance Particulars (In Rs. billion) FY09 FY10 FY11 Turnover 150 206 259 Growth Y/Y 13.2% 37.5% 25.7% EBIDTA 14 32 39 Growth Y/Y -17.8% 136.4% 19.7% EBIDTA margin 9.2% 15.8% 15.0% PAT 8.7 20.9 26.6 Growth Y/Y -21.3% 140.6% 27.5% PAT margin 5.8% 10.1% 10.3% Gross Cash Accruals 11.6 24.6 30.8 ROCE 9.3% 19.5% 20.9% ROE 16.5% 26.7% 25.8% Net worth 52.6 78.3 103.1 Market Capitalization(full): Rs.413 bn (CMP: 672.85) on 31/01/12 Source: Company filings, IIAS research Source: IIAS research Above 1% public shareholding in Mahindra & Mahindra Limited Sl. No. of shares % of Total No. of Name of the Shareholder No (mn) Shares 1 Life Insurance Corporation of India 81.0 13.2 2 ICICI Prudential Life Insurance Company Ltd 21.5 3.5 3 Golboot Holdings Ltd 18.8 3.1 4 General Insurance Corporation of India 9.1 1.5 5 Government of Singapore 7.3 1.2 6 New India Assurance Company Ltd 7.2 1.2 HSBC Global Investment Fund A/c 7 6.4 1.0 HSBC Global Investment Fund Mauritius Ltd Total 151.4 24.7 Source: BSE Change in shareholding pattern Shareholding Patter as on 30th Sept 2011 Year Promoter DII FII Others Sep-11 26.9% 22.1% 28.2% 22.8% Jun-11 26.6% 24.2% 25.2% 24.1% Mar-11 26.5% 25.2% 24.4% 23.9% Mar-10 27.8% 26.3% 24.7% 21.3% Mar-09 31.3% 27.3% 25.8% 15.6% Mar-08 24.6% 28.7% 27.6% 19.1% Mar-07 24.6% 22.8% 34.8% 17.8% Mar-06 22.8% 21.5% 34.3% 20.8% Source: BSE 1 February 2012 Mahindra & Mahindra Limited 2 | P a g e Voting Advisory 1 Financials of MADPL (Pre-merger) Rs. in millions FY09-10 FY10-11 Rs. in millions FY09-10 FY10-11 Capital 1,993 3,742 Net Income 3,083 5,188 Reserves 1,025 1,023 EBIDTA -348 155 Networth 3,017 4,765 Interest 381 343 Secured Loans 3,095 3,095 PBT -752 -208 Net Fixed Assets 294 325 PAT -815 -208 Profit / (Loss) A/c -6,621 -6,830 No of vehicles sold 6,332 11,912 The Scheme MADPL The company has accumulated losses of Rs. 6829.9 million as on 31.03.2011. The scheme proposes to 1. Write off Rs. 3731.6 million against paid up share capital (from the current Rs. 3741.6 million) 2. Write off Rs. 1023.1 million against the share premium account 3. Balance Rs. 1075.2 million will be adjusted against the General Reserves of M&M M&M 1. Issue of 5917 shares of Face Value Rs. 5 each to Infina Finance Pvt. Ltd. (INFINA is majority-owned (50.01%) by the promoters of the Kotak group. The remaining shareholding is with Kotak Mahindra Capital Company (49.99%)). 2. M&M and Mahindra Holdings would not be given any equity in M&M for their holdings in MADPL 3. Rs. 1075.2 million of accumulated losses of MADPL which were not written off against its net worth will be adjusted against the General Reserves of M&M Share Capital of the 2 companies Pre and Post Merger would be as below Mahindra & Mahindra Pre-Merger Post-Merger Amount (Rs.) Amount (Rs.) Authorised Capital 1,20,00,00,000 Ordinary (Equity) Shares of Rs.5 each 6,25,00,00,000 6,25,00,00,000 and 25,00,000 Unclassified Shares of Rs.100 each Issued, Subscribed and Paid-up Capital 61,39,74,839 Ordinary (Equity) Shares of Rs. 5 each 3,06,98,74,195 3,06,99,03,780 fully paid-up MADPL Pre-Merger Post-Merger Amount (Rs.) Amount (Rs.) Authorised Capital 40,00,00,000 Equity Shares of Rs.10 each 4,00,00,00,000 4,00,00,00,000 Issued, subscribed and fully paid-up 37,41,63,200 Equity Shares of Rs.10 each 3,74,16,32,000 1,00,00,000 1 February 2012 Mahindra & Mahindra Limited 3 | P a g e Voting Advisory M&M Shareholding – PRE AND POST ARRAGEMENT’ No Pre Arrangement Post Arrangement 1 Promoter & Promoter Group 25.2% 25.2% 2 FIIs 26.4% 26.4% 3 Other Foreign & Non-Residents 10.3% 10.3% 4 Banks and DIIs 20.6% 20.6% 5 Others (including Infina Finance) 17.5% 17.5% Sr. No MADPL - PRE AND POST ARRANGEMENT No. of Equity Shares of Rs.10 Shares in M&M Pre-arrangement Post-arrangement 1 Mahindra and Mahindra Limited 27,68,80,768 7,40,000 Nil 2 Mahindra Holdings Limited 7,85,74,272 2,10,000 Nil 3 Infina Finance Private Limited 1,87,08,160 50,000 5917 A snapshot of M&M’s 110 subsidiaries is given in Annex A. 1 February 2012 Mahindra & Mahindra Limited 4 | P a g e Voting Advisory Annexure A: Subsidiaries of Mahindra & Mahindra Ltd. % share Gross Name of the Subsidiary Country PAT holding Turnover 1 Mahindra Automotive Australia Pty. Limited 92.63% Australia 23.59 -3.72 2 Aerostaff Australia Pty. Limited 66.67% Australia 9.94 -3.54 3 Mahindra Aerospace Australia Pty. Limited 66.67% Australia 0.06 -0.03 4 Airvan Flight Services Pty. Limited 50.07% Australia - - 5 GA200 Pty. Limited 50.07% Australia - - 6 GA8 Airvan Pty. Limited 50.07% Australia - - 7 Gipp Aero International Pty. Limited 50.07% Australia - - 8 Gipp Aero Investments Pty. Limited 50.07% Australia * -0.08 9 Gippsaero Pty. Limited 50.07% Australia 41.27 -6.32 10 Nomad TC Pty. Limited 50.07% Australia - - 11 BAH Hotelanlagen AG 82.81% Austria 13.71 -1.05 12 Bristlecone Consulting Limited 79.94% Canada - -0.03 13 Bristlecone Limited 79.94% Caymans 0.03 -6.97 14 Mahindra (China) Tractor Company Limited 85.90% China 74.67 -14.69 15 Ssangyong (Yizheng) Auto Parts Manufacturing Company Limited 70.04% China - - 16 Ssangyong Motor (Shanghai) Company Limited 70.04% China - - 17 Mahindra Yueda (Yancheng) Tractor Company Limited 51.00% China 539.36 2.09 18 Mahindra Gears Cyprus Limited 79.94% Cyprus - -0.18 19 Mahindra Engineering GmbH 97.79% Germany 0.68 -3.08 20 Bristlecone GmbH 79.94% Germany 19.78 0.95 21 MHR Hotel Management GmbH 62.78% Germany 0.57 0.06 22 Falkenroth Umformtechnik GmbH 50.67% Germany 210.57 -2.8 23 Gesenkschmiede Schneider GmbH 50.67% Germany 654.15 25.22 24 JECO-Jellinghaus GmbH 50.67% Germany 255.21 3.1 25 Mahindra Forgings Europe AG 50.67% Germany 13.24 -6.85 26 Schöneweiss & Co. GmbH 50.67% Germany 474.92 -9.93 27 Mahindra Automobile Distributor Private Limited 100.00% India 607.17 -20.84 28 Mahindra BPO Services Private Limited 100.00% India - - 29 Mahindra EcoNova Private Limited 100.00% India - * 30 Mahindra Electrical Steel Limited 100.00% India - -0.02 31 Mahindra Engineering and Chemical Products Limited 100.00% India 1.68 -8.52 32 Mahindra EPC Services Private Limited 100.00% India 0.02 -0.22 33 Mahindra First Choice Services Limited 100.00% India 14.83 -10.58 34 Mahindra Holdings Limited 100.00% India 4.93 2.86 35 Mahindra Intertrade Limited 100.00% India 1,151.83 55.08 36 Mahindra Logistics Limited 100.00% India 1,095.11 -7.06 37 Mahindra Punjab Tractors Private Limited 100.00% India - * 38 Mahindra United Football Club Private Limited 100.00% India 1.67 0.11 39 Mahindra Vehicle Manufacturers Limited 100.00% India 1,302.14 26.42 40 NBS International Limited 100.00% India 127.47 0.35 1 February 2012 Mahindra & Mahindra Limited 5 | P a g e Voting Advisory % share Gross Name of the Subsidiary Country PAT holding Turnover 41 Retail Initiative Holdings Limited 100.00% India - * 42 Mahindra Engineering Services Limited 97.79% India 140.72 10.44 43 Mahindra Conveyor Systems Private Limited 91.50% India 60.78 7.69 44 Mahindra Retail Private Limited 89.51% India 51.44 -60.21 45 Mahindra Holidays and Resorts India Limited 83.71% India 534.16 102.76 46 Mahindra Hotels and Residences India Limited 83.71% India - -0.01 47 Mahindra Shubhlabh Services Limited 83.05% India 27.88 -8.16 48 Mahindra Two Wheelers Limited 80.00% India 572.03 -169.22 49 Bristlecone India Limited 79.94% India 113.42 1.59 50 Defence Land Systems India Private Limited 74.00% India 40.31 -0.65 51 Mahindra Aerospace Private Limited 66.67% India 1.19 -3.56
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