Law Term Papaer
Law Term Papaer
(PUNJAB)
CORPORATE LAW
TERM PAPER ON
MAHINDRA AND MAHINDRA
SUBMITED BY-
NAME - NISHANT SOOD
STREAM - BBA (HONS)
REGD.NO - 10800432
SECTION - Q1808A28
SUBMITTED TO-
INTRODUCTION
FUNCTIONS OF REINSURANCE
REINSURANCE TERMS
TYPES OF REINSURANCE
REINSURANCE UNDERWRITTING
REINSURANCE REGULATION
Conclusion
INTRODUCTION
Mahindra embarked on its journey in 1945 by assembling the Willys Jeep in India and is now
a US $7.1 billion Indian multinational. It employs over 1,00,000 people across the globe and
enjoys a leadership position in utility vehicles, tractors and information technology, with a
significant and growing presence in financial services, tourism, infrastructure development,
trade and logistics. The Mahindra Group today is an embodiment of global excellence and
enjoys a strong corporate brand image.
Corporate Governance
The goal of any system of governance is to achieve the best performance within the overall
context of the prevalent economic environment, so as to secure maximum benefit for all the
stakeholders. For this to be achieved, governance cannot only be systems, processes and
metrics. It also has to integrate within itself the beliefs, values, culture and ethics of an
organisation, ultimately leading to the cornerstones of transparency and accountability, which
is what good governance is all about.
In the recent past, corporate India has been flooded with several
prescriptive principles of governance, the result of intense deliberations of eminent
commissions. Ironically, the corporate failures in developed countries regulated by highly
disciplined capital markets have only brought home the stark reality that good governance
can never be the result only of legislation. It must have real commitment from the
management.
Our shareholders are aware that the Mahindra Companies have
been associated with good governance even before corporate were faced with legislation and
a set of regulations. The Company has formally enunciated its own governance practices by
way of a Code of Corporate Governance. This Code seeks to serve as a reminder of the
underlying principles governing the conduct of our businesses. They are a reiteration of the
fundamental precept that good Corporate Governance must, and will, always be an integral
part of the fabric that makes up our ethos.
Major milestone
Mahindra Navistar Automotives Ltd. (MNAL), the commercial vehicle joint venture
between Mahindra & Mahindra Ltd. (M&M) and Navistar Inc. of USA, unveiled its 25 tonne
and 31 tonne trucks for the Indian market. The trucks have been developed utilising 175 years
of technological and truck R&D expertise and know-how of Navistar and over 60 years of
experience of Mahindra in developing successful products based on deep insights of Indian
customers and driving conditions. – January 4.
BOARD OF Director
The Company's current Board of Directors is as follows:
CORE VALUES
Our Core Values are influenced by our past, tempered by our present, and will shape our
future. They are an amalgam of what we have been, what we are and what we want to be.
These values are the compass that will guide our actions, both personal and corporate.
The Mahindra Group defines Corporate Social Responsibility as making socially responsible
products, engaging in socially responsible employee relations and making a commitment to
the community around it. At the Mahindra Group, Corporate Social Responsibility is not just
a duty; it's a way of life.
In 2005, the Group celebrated its 60th anniversary by renewing its commitment to Corporate
Social Responsibility. It pledged to dedicate 1% of its profit (after tax), on a continuous basis
towards Corporate Social Responsibility. A unique kind of ESOPs - Employee Social
Options was launched to enable Mahindra employees to involve themselves in socially
responsible activities of their choice. The Group also announced a special gift: to provide free
cochlear implants to 60 profoundly hearing-impaired, under-privileged children.
In addition to giving impetus to the Nanhi Kali project for the girl child and the Mahindra All
India Talent Scholarship for the economically disadvantaged, the Mahindra Group is
planning to set up two Mahindra Pride Schools. These schools will offer a variety of courses,
with an emphasis on employability, including training for Information Technology, Retail,
Automotive Engineering etc. They will provide new skills and capabilities to the weaker
sections of society, particularly the scheduled castes and scheduled tribe youth. While these
projects are already underway, plans for more social initiatives are on the anvil.
CONCLUSION
Performance
both domestically and overseas
ability to deliver as per consumer demands
JV in non expertise segments
Potential in the market
-CAGR 19%
-potential buyers (300 million +middle class)
Past performance and potential in the market implies the expected growth of the
company.
Profits
The Profit for the year before Depreciation, Interest, Exceptional items and Taxationwas Rs.
3,154.59 crores as against Rs. 1,362.97 crores in the previous year, an increase of131.45%.
Profit after tax was Rs. 2,087.75 crores as against Rs. 836.78 crores in theprevious year
clocking an increase of 149.50%. Your Company continues with its rigorouscost
restructuring exercises and efficiency improvements which have resulted insignificant
savings through value engineering, economising, optimisation of plant capacityutilisation and
cost competitiveness in almost all areas thereby enabling the Company totake full advantage
of the recovery in the economy.
Dividend
Your Directors are pleased to recommend a dividend of Rs.8.75 per Ordinary (Equity)Share
and also a Special Dividend of Rs.0.75 per Ordinary (Equity) Share aggregatingRs.9.50 per
Ordinary (Equity) Share of the face value of Rs. 5 each, payable to thoseShareholders whose
names appear in the Register of Members as on the Book Closure Date.The Special Dividend
is being recommended in the light of the very successful listing ofMahindra Holidays &
Resorts India Limited Equity Shares on the Stock Exchanges. Inrecognition of the impressive
performance of the Company, a substantial increase is beingmade in the proposed dividend as
compared to the dividend of Rs. 10 per Equity Share paidin the previous year. Also the
proposed dividend will be paid on a slightly enlargedcapital base of Rs. 289.21 crores (as
against Rs. 278.82 crores in the previous year). Theequity dividend outgo for the Financial
Year 2009-10, inclusive of tax on distributedprofits (after reducing the tax on distributed
profits of Rs. 17.04 crores payable by thesubsidiaries on the dividends receivable from them
during the current Financial Year)would absorb a sum of Rs. 623.75 crores (as against Rs.
312.06 crores comprising thedividend of Rs. 10 per Equity Share of Rs. 10 each paid for the
previous year)
Corporate Governance
Your Company is committed to transparency in all its dealings and places high emphasison
business ethics. Your Company received the Best Governed Company 2009 Award from
theIndian Merchants Chamber and the Asian Centre for Corporate Governance and
Sustainability.During the year, CRISIL has re-affirmed the highest level rating, (Level 1) for
Governanceand Value Creation for the fourth year in a row. This rating indicates that the
capabilityof the Company with respect to wealth creation for all its stakeholders while
adoptingstrong Corporate Governance practices is the highest. A Report on Corporate
Governancealong with a Certificate from the Statutory Auditors of the Company regarding
thecompliance of conditions of Corporate Governance as stipulated under Clause 49 of
theListing Agreement forms part of the Annual Report.
Share Capital
Pursuant to the approval received from the Members of the Company by way of PostalBallot
on 11th March, 2010, your Company has on 31st March, 2010,upon sub-division, issued 2
(Two) Ordinary (Equity) Shares of Rs. 5 each fully paid-up inthe Equity Share Capital of the
Company for every 1 (One) Ordinary (Equity) Share of theface value of Rs. 10 fully paid-up
held by the Members in the Equity Share Capital of theCompany as on the Record Date i.e.
30th March, 2010.
Post allotment of Equity Shares and sub-division of Equity Shares as aforesaid, theissued,
subscribed and paid-up Share Capital of the Company stands at Rs. 289.21 crorescomprising
of 57,84,34,478 Ordinary (Equity) Shares of Rs. 5 each fully paid-up and theAuthorised
Share Capital of the Company stands at Rs. 625 crores comprising of1,20,00,00,000 Ordinary
(Equity) Shares of Rs. 5 each and 25,00,000 Unclassified Shares ofRs.100 each.
BOARD MEETING
29-Oct-10 Mahindra & Mahindra Ltd has informed BSE that a Meeting of the Board of Directors of
the Company will be held on October 29, 2010, to consider and approve the Company's Unaudited
Financial Results of the Company for the second quarter and half year ended September 30, 2010
(Q2). Mahindra & Mahindra Limited has informed the Exchange that the Board of Directors of the
Company at its Meeting held on October 29, 2010 based on the recommendation of the
Remuneration / Compensation Committee approved issue of 1,73,53,034 Ordinary ('Equity') Shares
of Rs. 5 each at per to the Mahindra & Mahindra Employees' Stock Option Trust ('Trust') to be held
by the Trust for the benefit of the Eligible Employees under the Mahindra & Mahindra Limited
Employees Stock Option Scheme - 2010. This is in line with the approval of the Members at the
Annual General Meeting held on July 28, 2010. (As Per NSE Bulletin dated on 29.10.2010)
07-Aug-10 Mahindra & Mahindra Ltd has informed BSE that the Board of Directors of the Company
at its Meeting held on August 07, 2010, have authorised submission of a binding bid to acquire a
majority stake in Ssangyong Motors Company Ltd, South Korea.
28-Jul-10 Mahindra & Mahindra Ltd has informed BSE that a Meeting of the Board of Directors of
the Company will be held on July 28, 2010, to consider and approve the Company's Unaudited
Financial Results of the Company for the first quarter ended June 30, 2010 (Q1). Mahindra &
Mahindra Ltd has informed BSE that the Board of Directors of the Company at its meeting held on
July 15, 2010, was briefed about the Company's potential bid for Ssangyong Motors Company Ltd,
South Korea. A decision on the bid would be taken at the Company's next Board Meeting to be held
on July 28, 2010. (As Per BSE Announcement Website dated on 16.07.2010) Mahindra & Mahindra
Ltd has informed BSE that the Board of Directors of the Company at its Meeting held on July 28,
2010, deliberated on the potential bid for Ssangyong Motors Company Ltd., South Korea. The
Company is awaiting some additional information and a decision will be taken on a date closer to the
date of the final bid. (As Per BSE Announcement Website dated on 28.07.2010)
15-Jul-10 Mahindra & Mahindra Ltd has informed BSE that the Board of Directors of the Company at
its meeting held on July 15, 2010, was briefed about the Company's potential bid for Ssangyong
Motors Company Ltd, South Korea. A decision on the bid would be taken at the Company's next
Board Meeting to be held on July 28, 2010.
28-Jul-10 Board has approved the following, subject to the approval of Shareholders at the AGM :
(a). Introduction of a new Mahindra & Mahindra Ltd Employees Stock Option Scheme - 2010 in
accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and
Employee Stock Purchase Scheme) Guidelines, 1999 which will facilitate grant of Options in the form
of Stock Options and/or Restricted Stock Units and/or other instruments to the eligible employees of
the Company exercisable into Equity Shares at a price equal to or not less than the face value of the
Equity Shares of the Company. (b). Consider payment of commission upto 1% per annum of the net
profits to the Non-whole time Directors of the Company for a further period of 5 years. Further the
Company has informed that the 64th Annual General meeting ('AGM') of the company will be held
on July 28, 2010. Mahindra & Mahindra Ltd has informed BSE that the members at the 64th Annual
General Meeting (AGM) of the Company held on July 28, 2010, inter alia, has approved the
following: 1. Adoption of the Audited Accounts for the year ended March 31, 2010 together with the
Reports of the Auditors and Directors thereon. 2. Declaration of Dividend of Rs. 8.75 per Ordinary
(Equity) Share and a Special Dividend of Rs. 0.75 per Ordinary (Equity) Share aggregating Rs. 9.50 per
Ordinary (Equity) Share. 3. Re-appointment of Mr. Keshub Mahindra, Mr. Anupam Puri, Dr. A S
Ganguly and Mr. R K Kulkarni as Directors of the Company. 4. Re-appointment of Messrs. Deloitte
Haskins & Sells, Chartered Accountants as the Statutory Auditors of the Company. 5. Appointment of
Mr. A K Nanda as a Director of the Company. 6. Special Resolution for payment of Commission upto
1% of the net profits of the Company to the Non-Executive Directors of the Company. 7. Special
Resolution to introduce and implement the Mahindra & Mahindra Ltd Employees Stock Option
Scheme - 2010 and authorising the Board to offer, issue and allot equity shares and/or equity linked
instruments including Options Warrants/Restricted Stock Units not exceeding 3% of the issued
Equity Share Capital of the Company as on March 31, 2010. 8. Special Resolution to extend the
benefits of the Mahindra & Mahindra Ltd Employees Stock Option Scheme - 2010 to Employees /
Directors of subsidiary company(ies). (As Per BSE Announcement Website dated on 28.07.2010)
Mahindra & Mahindra Ltd has informed BSE that the members at the 64th Annual General Meeting
(AGM) of the Company held on July 28, 2010, inter alia, have also accorded to the following: 1. To
pay the remuneration by way of commission up to one per cent of the net profits of the Company,
computed in the manner referred to in sections 198, 309, and all other applicable provisions of the
Companies Act, 1956, to the Directors who are neither in the whole-time employment of the
Company nor the Managing Director, Executive Director(s) and such of the remainder as may not
desire to participate, shall, for a period of five years with effect from November 01, 2010, subject to
necessary provisions and approvals. 2. Authority to the Board to create, offer, issue and allot at any
time to or for the benefit of such person(s) who are in the permanent employment of the Company
whether working in India or out of India and Directors of the Company whether Whole-time
Directors or not (hereinafter referred to as 'Employee' or 'Employees'), under the Scheme, such
number of equity shares and/or equity linked instruments [including Options/ Warrants/ Restricted
Stock Units ('Options')], equity shares issued through American Depository Receipts ('ADRs') and/or
Global Depository Receipts ('GDRs') and/or any other instruments or Securities of the Company
which could give rise to the issue of equity shares ('the Securities') not exceeding 3% of the issued
Equity Share Capital of the Company as on March 31, 2010 i.e. not exceeding 1,73,53,034 equity
shares of Rs. 5 each (or such other adjusted figure for any bonus, stock splits or consolidations Or
other re-organisation of the capital structure of the Company as may be applicable from time to
time), in one or more tranches, at such price and on such terms and conditions as may be fixed or
determined by the Board in accordance with the Scheme, the Guidelines and other provisions of the
law as may be prevailing at that time, subject to necessary provisions & approvals. 3. Authority to
the Board to extend the benefits of Mahindra & Mahindra Limited Employees Stock Option Scheme -
2010 ('the Scheme') proposed in Resolution in this Notice to the Employees whether working in India
or out of India and Directors whether Whole-tune Directors or not of subsidiary company(ies), on
such terms and conditions as may be decided by the Board, subject to necessary provisions &
approvals. (As Per BSE Announcement Website dated on 31.07.2010).
30-Jul-09 Mahindra & Mahindra Ltd has informed BSE that the Board of Directors of the Company at
its meeting held on May 28, 2009, inter alia, the 63rd Annual General Meeting of the Company will
be held on July 30, 2009. Mahindra & Mahindra Ltd has informed BSE that the shareholders at the
63rd Annual General Meeting (AGM) of the Company held on July 30, 2009,inter alia, has approved
the following: 1. Adoption of the Audited Accounts for the year ended March 31, 2009 together with
the Reports of the Auditors and Directors thereon. 2. Declaration of Dividend of Rs. 10 per Ordinary
(Equity) Share of the face value of Rs. 10 each. 3. Re-appointment of Mr. Deepak S Parekh, Mr.
Bharat Doshi and Mr. Narayanan Vaghul as Directors of the Company. 4. Re-appointment of Messrs
Deloitte Haskins & Sells, Chartered Accountants as the Statutory Auditors of the Company. 5.
Appointment of Mr. Arun Kanti Dasgupta as a Director in the casual vacancy caused by the
resignation of Mr. Thomas Mathew T. 6. Special Resolution for keeping of the Company's Registers
and Index of Members and Debenture / Bond holders, Annual Returns, etc. at the office premises of
the Company's Registrar & Share Transfer Agents viz. Sharepro Services (India) Pvt Ltd and / or at
such other place(s) within the city of Mumbai where the Share Transfer Agents may shift its office
from time to lime and / or at the Registered office of the Company and / or at the Company's
Corporate office. (As Per BSE Announcement Dated on 31/07/2009).
30-Jul-08 The 62nd Annual General Meeting of the Company will be held on July 30, 2008. Mahindra
& Mahindra Ltd has informed BSE that the shareholders at the 62nd Annual General Meeting (AGM)
of the Company held on July 30, 2008,inter alia, has approved the following: 1. Adoption of the
Audited Accounts for the year ended March 31, 2008 together with the Reports of the Auditors and
Directors thereon. 2. Declaration of Dividend of 115% i.e. Rs. 11.50 per Ordinary (Equity) Share of
the face value of Rs. 10 each. 3. Re-appointment of Mr. Anand C Mahindra, Mr. A K Nanda, Mr. Nadir
B Godrej and Mr. M M Murugappan as Directors of the Company. 4. Re-appointment of Messrs.
Deloitte Haskins & Sells, Chartered Accountants as the Statutory Auditors of the Company. (As per
BSE Announcement Website dated on 30/07/2008) Mahindra & Mahindra Ltd has informed BSE that
the Annual General Meeting (AGM) of the Company was held on July 30, 2008. (As per BSE
Announcement Website dated on 11/08/2008) .
EGM
29-Oct-10 Mahindra & Mahindra Ltd has informed BSE that, by an Order made on September 17,
2010, the Hon'ble High Court of Judicature at Bombay has directed that a Meeting of the Equity
Shareholders of the Company will be held on October 29, 2010, for the purpose of considering and,
if thought fit, approving, with or without modification(s), the arrangement embodied in the Scheme
of Arrangement between Mahindra Shubhlabh Services Limited and Mahindra and Mahindra Limited
and their respective Shareholders ('the Scheme'). Mahindra & Mahindra Ltd has informed BSE that
at the Court Convened Meeting of Equity Shareholders of the Company held on October 29, 2010, a
poll was conducted for the purposes of considering and, if thought fit, approving with or without
modification(s), the arrangement, embodied in the Scheme of Arrangement between Mahindra
Shubhlabh Services Ltd. ('Demerged Company') and Mahindra and Mahindra Ltd. ('Applicant
Company' / 'Resulting Company') and their respective Shareholders. Further the Company has
informed that, at the Meeting, the Scheme has been approved with an overwhelming majority in
number and value (99.99%), by the Equity Shareholders present at the Meeting and voting in person
or by proxy. (As Per BSE Announcement Dated on 28.10.2010) .
29-Oct-08 Mahindra & Mahindra Ltd has informed BSE that pursuant to an Order made on
September 19, 2008, the Hon'ble High Court of Judicature at Bombay has directed that a meeting of
the equity shareholders of the Company will be held on October 29, 2008, for the purpose of
considering and, if thought fit, approving, with or without modification(s), the arrangement
embodied in the Scheme of Amalgamation of Punjab Tractors Ltd with Mahindra and Mahindra Ltd
and their respective Shareholders ("the Scheme"). Mahindra & Mahindra Ltd. has informed the
Exchange that at the Court Convened Meeting of Equity Shareholders of the Company held on
October 29, 2008, a poll was conducted for the purposes of considering and, if thought fit, approving
with or without modification(s), the arrangement embodied in the Scheme of Amalgamation of
Punjab Tractors Limited with Mahindra and Mahindra Limited and their respective Shareholders
('the Scheme'). Further, at the Meeting, the Scheme has been approved with an overwhelming
majority in number and value (99.99%), by the Equity Shareholders present at the Meeting and
voting in person or by proxy. (As per NSE Bulletin dated on 31/10/2008) Mahindra & Mahindra Ltd
has informed BSE that the Equity Shareholders at the Court Convened Meeting held on October 29,
2008, approving the arrangement embodied in the Scheme of Amalgamation of Punjab Tractors Ltd
with Mahindra and Mahindra Ltd and their respective Shareholders ('the Scheme'). (As per BSE
Announcement dated on 04/11/2008) .
12-Apr-08 Mahindra & Mahindra Ltd has informed BSE that pursuant to an Order made on February
29, 2008, the Hon'ble High of Judicature at Bombay has directed that, a meeting of the Equity
Shareholders of the Company will be held April 12, 2008, for the purpose of considering and, if
thought fit, approving, with or without modification(s), the arrangement embodied in the Scheme of
Amalgamation of Mahindra Holdings & Finance Ltd with Mahindra & Mahindra Ltd and their
receptive Shareholders ("the Scheme"). Mahindra & Mahindra Ltd has informed BSE that Equity
Shareholders at the Court Convened Meeting of the Company held on April 12, 2008, have approved
the arrangement embodied in the Scheme of Amalgamation of Mahindra Holdings & Finance Ltd
with Mahindra and Mahindra Ltd and their respective Shareholders ("the Scheme"). (As per BSE
Announcement Website dated on 14/04/2008) .