Mahindra & Mahindra Ltd has informed BSE regarding Outcome of Board Meeting held on May 30, 2011, Board have approved a Scheme of Arrangement between Mahindra Automobile Distributor Private Limited, a wholly owned subsidiary ('MADPL') and its Shareholders and Creditors and Mahindra & Mahindra Limited ('the Company') which inter alia envisages demerger of the Automotive Business along with related assets and liabilities of MADPL into the Company and other consequential matters under the provisions of Sections 391 to 394 of the Companies Act, 1956. The Company and Mahindra Holdings Ltd ('MHL'), a wholly owned subsidiary of the Company, currently hold 100% of the paid-up Equity Share Capital of MADPL. The salient features of the proposed Scheme are as under: 1. MADPL's Automotive Business comprising ofassembling and selling Automotive Vehicles would be demerged into the Company andthe existing Spares Business comprising of trading in spare parts and accessories would be carried on by MADPL. 2. The Appointed Date of the Scheme would be April 01, 2011. 3. All assets and liabilities of MADPL pertaining to the Automotive Business along with other related assets and liabilities to be transferred to and recorded by the Company at book values. 4. As an integral part of the Scheme, MADPL also proposes to reorganise its Share Capital and Share Premium Account by setting off portion of the existing accumulated losses incurred by MADPL. 5. The Company along with MHL holds the entire equity share capital of the Demerged Company, accordingly, there would be no issue of Shares by the Company to the Shareholders of the Demerged Company pursuant to Demerger. Mahindra & Mahindra Ltd has informed BSE that the Board of Directors of the Company at its Meeting held on November 29, 2011 have approved amendments to the Scheme of Arrangement between Mahindra Automobile Distributor Private Limited ('MADPL') and Mahindra & Mahindra Limited ('the Company') which was approved by the Board of Directors on May 30, 2011 inter alia envisaging demerger of the Automotive Business alongwith related assets and liabilities of MADPL into the Company and other consequential matters under the provisions of Sections 391 to 394 of the Companies Act, 1956. The Scheme as approved on May 30, 2011 did not provide for issue of any equity shares by the Company as consideration for the demerger, as 100% paid-up Equity Share Capital of MADPL was held by the Company and Mahindra Holdings Limited ('MHL'), a subsidiary of the Company. Recently, MHL has divested a part of its shareholding in MADPL, as a result of which the Company would now be required to issue its shares as consideration for the demerger. The amended Scheme incorporating the consequential amendments ('The Amended Scheme') inter alia providing for issue of the Company's shares to the Shareholders of MADPL except the Company and MHL was duly approved by the Board on November 29, 2011. The Amended Scheme does not defer from the Scheme approved by the Board on May 30, 2011 except to the extent that it makes appropriate provisions for the consequences of the change in the Shareholding pattern of MADPL. The salient features of the Amended Scheme are given below: 1. The Company shall issue its Shares to the Shareholders of MADPL (other than the Company and MHL) as on the Record Date, based on the swap ratio determined by the Independent Valuer, Ernst & Young Private Limited, as under: 1 (One) fully paid-up Equity Share of Rs. 5 each of the Company for every 3,162 (Three Thousand One Hundred & Sixty Two) Equity Shares of Rs. 10 each held in MADPL. 2. Upon the Scheme becoming effective, the Company shall issue and allot to the Shareholder of MADPL (other than the Company and MHL) as on the Record Date 5,917 (Five Thousand Nine Hundred & Seventeen) fully paid-up Equity Shares of Rs. 5 each of the Company. (As Per BSE Announcement Website dated on 29.11.2011) Mahindra & Mahindra Ltd has informed BSE that at the Court Convened Meeting of Equity Shareholders of the Company held on February 07, 2012, 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 Automobile Distributor Pvt Ltd and Mahindra and Mahindra Ltd and their respective Shareholders and Creditors ('the Scheme'). Further the Company inform that at the said Meeting, the Scheme has been approved with an overwhelming majority in number (99.63%) and value (99.99%), by the Equity Shareholders present at the Meeting and voting in person or by proxy. (As Per BSE Announcement Website dated on 08.02.2012) Mahindra & Mahindra Ltd has submitted to BSE a copy of the Resolution passed by the Equity Shareholders at the Court Convened Meeting held on February 07, 2012, approving the arrangement embodied in the Scheme of Arrangement between Mahindra Automobile Distributor Private Limited ('Demerged Company') Mahindra and Mahindra Limited ('Resulting Company') and their respective Shareholders.Mahindra & Mahindra Ltd has submitted to BSE a copy of the Resolution passed by the Equity Shareholders at the Court Convened Meeting held on February 07, 2012, approving the arrangement embodied in the Scheme of Arrangement between Mahindra Automobile Distributor Private Limited ('Demerged Company') Mahindra and Mahindra Limited ('Resulting Company') and their respective Shareholders. (AsPer BSE Announcement Website Dated on 10/02/2012) Mahindra & Mahindra Ltd has informed BSE that the Hon'ble High Court of Judicature at Bombay on March 30, 2012 has approved the arrangement, embodied in the Scheme of Arrangement between Mahindra Automobile Distributor Private Limited ('Demerged Company'/'MADPL') and Mahindra and Mahindra Limited ('Resulting Company' / 'M&M') and their respective Shareholders and Creditors ('the Scheme'). The Scheme inter alia envisages demerger of the Automotive Business alongwith related assets and liabilities of MADPL into the Resulting Company and other consequential matters under the provisions of Sections 391 to 394 read with Sections 78, 100 to 104 of the Companies Act, 1956. The certified copy of this Order is yet to be received. (As Per BSE Announcement Website dated on 30.03.2012) With reference to the earlier announcement dated March 30, 2012 regarding the Hon'ble High Court of Judicature at Bombay on March 30, 2012 had approved the arrangement, embodied in the Scheme of Arrangement between Mahindra Automobile Distributor Private Limited ('Demerged Company'/'MADPL') and Mahindra and Mahindra Limited ('Resulting Company'/ 'M&M') and their respective Shareholders and Creditors ('the Scheme'), Mahindra & Mahindra Ltd has now informed BSE that the Certified Copy of this Order sanctioning the Scheme from April 01, 2011 being the Appointed Date has been filed electronically with the Registrar of Companies, Maharashtra, Mumbai on April 23, 2012. Thus, the Scheme has become effective from April 23, 2012, being the last of the dates, on which the said certified or authenticated copy of the Order sanctioning the Scheme passed by the aforesaid Hon'ble High Court of Judicature at Bombay has been filed with the Registrar of Companies, Maharashtra, Mumbai. Accordingly, the demerger of the Automotive Business alongwith related assets and liabilities of MADPL into the Resulting Company and other consequential matters under the provisions of Sections 391 to 394 read with Sections 78, 100 to 104 of the Companies Act, 1956 stands completed. (As Per BSE Announcement Website Dated on 23/04/2012) With reference to the earlier announcements dated March 30, 2012 & April 23, 2012 regarding the Scheme of Arrangement between Mahindra Automobile Distributor Private Limited (MADPL) and Mahindra and Mahindra Limited and their respective shareholders and creditors (the Scheme), Mahindra & Mahindra Ltd has now informed BSE that in accordance with the Scheme, the Company on May 17, 2012 has allotted 5,917 Ordinary (Equity) Shares of Rs. 5 each to Infina Finance Private Limited; the shareholder of MADPL; in the share exchange ratio of 1 fully paid-up Ordinary (Equity) Share of Rs. 5 each for every 3162 fully paid-up shares held in MADPL. The aforesaid 5,917 Ordinary (Equity) Shares shall rank pari-passu in all respect with the existing Ordinary (Equity) Shares of the Company. (AsPer BSE Announcement Website Dated on 17/05/2012) Mahindra & Mahindra Ltd The Unaudited results for the Quarter ended September 30, 2012 The Unaudited results for the Quarter ended September 30, 2012 The Company has posted a net profit after tax of Rs. 9018.00 million for the quarter ended September 30, 2012 whereas the same was at Rs. 7373.80 million for the quarter ended September 30, 2011. Total Income is Rs. 101358.50 million for the quarter ended September 30, 2012 whereas the same was at Rs. 76048.00 million for the quarter ended September 30, 2011. The results for the quarter and half year ended September, 2012 are not comparable with those of the quarter and half year ended September, 2011 as the figures in respect of quarter and half year ended September, 2011 do not include the results of the automotive business of Mahindra Automobile Distributor Private Limited which as sanctioned by Honourable High Court of Bombay vide its order dated March 30, 2012 got merged with the Company from the appointed date April 01, 2011. The said order became effective from April 23, 2012. The comparison of net sales/ income from operations and profit from ordinary activities before exceptional items for the above mentioned periods is however not materially affected by this exclusion. (As Per BSE Announcement Dated on 25.10.2012) Mahindra & Mahindra Ltd has announced the following results for the quarter ended December 31, 2012: The Unaudited results for the Quarter ended December 31, 2012 The Company has posted a net profit of Rs. 8361.90 million for the quarter ended December 31, 2012 where as the same was at Rs. 6621.50 million for the quarter ended December 31, 2011. Total Income is Rs. 108485.20 million for the quarter ended December 31, 2012 where as the same was at Rs. 84496.00 million for the quarter ended December 31, 2011. 'The results for the quarter and nine months ended December, 2012 are not comparable with those of the quarter and nine months ended December, 2011 as the figures in respect of quarter and nine months ended December, 2011 do not include the results of the automotive business of Mahindra Automotive Distributor Private Limited which, as sanctioned by Honourable High Court of Bombay vide its order dated March 30, 2012, got merged with the Company from the appointed date April 01, 2011. The said order became effective from April 23, 2012. The comparison of net sales / income from operations and profit from ordinary activities before exceptional items for the above mentioned periods is however not materially affected by this exclusion'. (As per BSE Announcement Dated on 08.02.2013)