MAHINDRA FIRST CHOICE SERVICES LIMITED · 2019-12-16 · Mahindra First Choice Services Limited Your Company could not expand the 4W Franchise network, as budgeted including MFC Xpress

Mahindra First Choice Services Limited

AMOUNTS TRANSFERRED TO RESERVES The Board of Directors have decided not to transfer any amount, in view of the losses, to Reserves for the year under review. OPERATIONS Your Company has entered into franchising of multi brand two-wheeler servicing during the year and the response has been very good. Your Company could appoint a total of 185 franchisees out of which 36 have become operational. Your Company expects very good growth in its network in the coming year, more than doubling the number of franchisees. During the year, your Company has put in big efforts on improving the Franchisee Value Proposition further and figured out highly effective and innovative solutions to the two biggest pain points for Company’s Franchisees which are vehicle inflow and working capital management. For vehicle inflow, your Company tied up with a few agencies to share leads for vehicle repairs to Company’s workshops. So far, your Company has implemented this program at 85 Franchisees and supplied about 3000 vehicles. Franchisees are happy and are appreciating Company’s efforts as this is boosting up to 40% of their revenue. Your Company expects to roll out this initiative at all the Franchisees by the end of F20. Your Company also has tied up for refurbishing the vehicles at Company’s franchise workshops. In addition, your Company is targeting to get vehicles from OEM authorization, tie ups with fleet companies and leasing companies. Your Company has figured out an innovative solution to start supporting Company’s franchisees to address their working capital challenges. This is being done with minimum risk. This has helped in increasing the average offtake of spare parts by the franchisees from your Company substantially. Based on this initiative your Company will be able to convince insurance companies on Company’s ability to control quality and speed of repair at Company’s franchisees. This will improve Company’s Franchisee Value Proposition and set Company on a growth path. Your Company has developed a garage management software and parts ordering system and rolled out at a few franchisees. This is highly user and customer friendly compared to the current software being used and received very positive response from franchisees. Due to all these efforts FraPS (Franchisee as Promoter Score) has improved substantially indicating increased Franchisee satisfaction levels and also resulted in reduction in fee default rates and improved spares offtake. This will help control the franchisee attrition rates due to which the network growth has been marginal this year.

Your Company acquired assets of Carnation in December 18, which will give your Company a strategic advantage of network expansion in Big cities. Your Company has already got 15 franchisees in its fold and more are joining.

Bazaar Channel for Private Label spare parts has done well in this year also. They have grown by 100% in revenues. Two-Wheeler products were introduced during the year and contributed to growth. Network size has grown well from 65 to 95 nos of distributors. Your Company expects the same trend to continue on the back of very strong product development pipe line for both 4W and 2W range.


Your Company could not expand the 4W Franchise network, as budgeted including MFC Xpress (due to related license issue), which impacted Company’s revenues and bottom line substantially. In spite of this setback your Company grew each of its businesses compared to last year and reduced losses also, though marginally. However, with the help of various initiatives and huge improvement in FraPS score, your Company will be getting back to high growth in the coming year. Your Company strongly believes that it is on the right path with the strongest FVP, Strong 2W franchising and three very strong projects.

OUTLOOK FOR THE CURRENT YEAR Your Company will focus on the following areas in the year 2019-20:

• Increase in Franchise network

• Improvement in franchise value proposition through continuing

o higher vehicle inflow ▪ tie up with agencies to provide leads of vehicle inflow for all

franchisees ▪ to get vehicles from OEM authorization, tie ups with fleet companies

and leasing companies

o working capital management ▪ set up for all franchisees

o garage management software to be rolled out at all franchisees

• Increase in product range and distributors network for Bazaar Channel spare parts SHARE CAPITAL

During the year under review, the Authorized Share Capital of your Company was increased from Rs. 2,81,00,00,000 divided into 28,10,00,000 Equity Shares of Rs. 10/- each to Rs. 3,00,00,00,000 divided into 30,00,00,000 Equity Shares of Rs. 10/- each. During the year under review, 3,20,00,000 Equity Shares of Rs. 10 /- were issued, offered and allotted, in four tranches, on Rights basis to Mahindra Holdings Limited, the Holding Company. Pursuant to the above offers and allotments, the issued, subscribed and paid up capital of the Company stood, as at the end of the financial year under review, at Rs. 2,96,00,00,000/-.

HOLDING COMPANY

Mahindra Holdings Limited is the Holding Company of your Company.


SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES

Auto Digitech Private Limited is a Subsidiary Company of your Company.

A Report on the performance and financial position of the Subsidiary Company and its contribution to the overall performance of the Company is provided in Form AOC-1, which is attached to the Financial Statements and forms part of this Annual Report. CONSOLIDATED FINANCIAL STATEMENTS The Ministry of Corporate Affairs vide its Notification G.S.R 742(E) dated 27th July, 2016 exempted a Company from preparation and presentation of Consolidated Financial Statements, provided the Company meets the conditions as mentioned in the said Notification. Accordingly, the Company has not prepared Consolidated Financial Statements since the requirements mentioned in the aforesaid notification have been met. AMENDMENT OF MEMORANDUM OF ASSOCIATION AND ADOPTION OF NEW ARTICLES OF ASSOCIATION. Your Company has undertaken steps to amend the Memorandum of Association and adopt new Articles of Association of the Company to be in sync with the requirements under the Companies Act, 2013. The Notice of the forthcoming Annual General Meeting contains the relevant business items for seeking the approval of the shareholders. The Board Recommends the items to the shareholders for their approval. BOARD OF DIRECTORS

Composition of the Board of Directors, as at the end of the financial year under review, was as follows:

Sr. No.

Name of Director & DIN

Designation Executive / Non-Executive

Independent / Non-Independent

1. Mr. Rajeev Dubey (DIN: 00104817)

Chairman Non-Executive Non-Independent

2. Mr. Debabrata Bandyopadhyay (DIN: 06972463)

Director Non-Executive Independent

3. Ms. Sonu Bhasin (DIN: 02872234)

Director Non-Executive Independent

4. Mr. K. Chandrasekar (DIN: 01084215)

Director Non-Executive Non-Independent

5. Mr. Ramesh Iyer (DIN: 00220759)


6. Mr. Anupam Thareja (DIN: 01091533)


7. Mr. Ruzbeh Irani (DIN: 01831944)



8. Dr. Prince Augustin (DIN: 02336637)


9. Mr. Vivek Nayer (DIN: 03410053)


10 Mr. Hemant Sikka (DIN: 00922281)


11. Mr. YVS VijayKumar (DIN: 03588223)

Whole-Time Director

Executive Non-Independent

Mr. Ramesh Iyer (DIN: 00220759), Mr. Vivek Nayer (DIN: 03410053) and Mr. Y V S Vijay Kumar (DIN: 03588223), Directors, retire by rotation and being eligible, have offered themselves for reappointment. Your Company has received declarations from Ms. Sonu Bhasin and Mr. Debabrata Bandyopadhyay to the effect that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013. All the Directors of your Company have given requisite declarations pursuant to Section 164 of the Companies Act, 2013 to the effect that they are not disqualified for appointment / reappointment as Directors. EVALUATION OF PERFORMANCE OF DIRECTORS Pursuant to the provisions of the Companies Act, 2013, the Board carried out an annual evaluation of its own performance and that of its Committees as well as performance of the Directors individually. Feedback was sought by way of a structured questionnaire covering various aspects of the Board’s functioning and the evaluation was carried out based on responses received from Directors. The performance evaluation of the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors including Chairman. CODES OF CONDUCT Your Company has in place Codes of Conduct for Corporate Governance (“the Codes”) for its Directors and Senior Management Personnel and Employees. These Codes enunciate the underlying principles governing the conduct of your Company’s business and seek to reiterate the fundamental precept that good governance must and would always be an integral part of Company’s ethos. The Company has for the year under review, received declarations under the Codes from the Directors, Senior Management Personnel and Employees affirming compliance with the respective Codes. BOARD MEETINGS AND ANNUAL GENERAL MEETING The Board of Directors met six times during the year under review viz., on 13th April, 2018, 23rd April, 2018, 17th July, 2018, 16th October, 2018, 16th January, 2019 and 8th March, 2019. The maximum interval between any two meetings did not exceed 120 days.


The attendance of the Directors at these meetings was as under:

Name of Director Number of Board Meetings Attended

Mr. Rajeev Dubey 6

Mr. Debabrata Bandyopadhyay 6

Ms. Sonu Bhasin 5

Mr. K. Chandrasekar 6

Mr. Ramesh Iyer 4

Mr. Anupam Thareja 4

Mr. Ruzbeh Irani 4

Dr. Prince Augustin 4

Mr. Vivek Nayer 4

Mr. Hemant Sikka 4

Mr. YVS VijayKumar 6

The 10th Annual General Meeting of the Members of the Company was held on 17th July, 2018. GENERAL MEETINGS: An Extra Ordinary General Meeting of the Members of the Company was held on 16th August, 2018. DIRECTORS’ RESPONSIBILITY STATEMENT Pursuant to section 134 (3) (c) of the Companies Act, 2013, your Directors based on the representation received from the Operating Management and after due enquiry, confirm that: (a) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(b) Accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at 31st March, 2019 and of the loss of the Company for the financial year ended on that date;

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts have been prepared on a going concern basis; and

(e) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.


APPOINTMENTS OF / CHANGE IN KEY MANAGERIAL PERSONNEL Pursuant to the provisions of Sections 2(51) and 203 of the Companies Act, 2013, the following are the Key Managerial Personnel of your Company: -

1. Mr. Y V S Vijay Kumar is the Whole-time Director & CEO;

2. Ms. Pallavi Ogale is the Chief Financial Officer (with effect from 1st May, 2018);

3. Ms. Hemangi Patil is the Company Secretary.

During the year under review, Mr. V Rajan resigned as the Chief Financial Officer with effect from 30th April, 2018. Ms. Pallavi Ogale was appointed as Chief Financial Officer of the Company w.e.f. 1st May, 2018. COMMITTEES OF THE BOARD

The following are the details of Committees of the Board: - AUDIT COMMITTEE The Audit Committee comprises of Mr. Debabrata Bandyopadhyay (Chairman), Ms. Sonu Bhasin (Member) and Mr. Ramesh Iyer (Member). The Audit Committee met four times during the year under review viz., on 23rd April, 2018, 17th July, 2018, 16th October, 2018 and 8th March, 2019. The attendance of the Members at these meetings was as under: Director Designation No. of meetings

attended

Mr. Debabrata Bandyopadhyay Chairman 4

Ms. Sonu Bhasin Member 4

Mr. Ramesh Iyer Member 2

All the recommendations of the Audit Committee were accepted by the Board. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises of Ms. Sonu Bhasin, Chairperson, Mr. Debabrata Bandyopadhyay and Dr. Prince Augustin as its Members. The Nomination and Remuneration Committee met thrice during the year under review viz., on 23rd April, 2018, 17th July, 2018 and 8th March, 2019.

The attendance of the Members at these meetings was as under:

Director Designation No. of Meetings attended

Ms. Sonu Bhasin Chairperson 3

Mr. Debabrata Bandyopadhyay Member 3

Dr. Prince Augustin Member 2


The Nomination and Remuneration Committee carried out an evaluation of the performance of individual Directors, on 23rd April, 2018, through a structured questionnaire process covering various aspects such as skills, performance, attendance, knowledge etc. Pursuant to the amendment in the Companies Act, 2013, the Committee at its meeting held on 8th March, 2019 specified that the evaluation of performance of the Board, its Committees and individual directors be carried out by the Board of Directors of the Company through “online” process. MEETING OF INDEPENDENT DIRECTORS During the year under review, the Independent Directors of the Company met on 15th October, 2018, without the presence of the Chairman or Whole time Director or other Non-Independent Directors or Chief Financial Officer or any other Management Personnel. The Meeting was conducted in an informal and flexible manner to enable the Independent Directors to discuss matters pertaining to, inter alia, review of performance of Non-Independent Directors and the Board as a whole, assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. VIGIL MECHANISM The provisions relating to Vigil Mechanism enumerated under Section 177 of the Companies Act, 2013 were not applicable to your Company during the year under review. AUDITORS STATUTORY AUDITORS M/s. B. K. Khare & Co., Chartered Accountants, Mumbai (ICAI Firm Registration Number: 105102W) were appointed as Statutory Auditors, by the shareholders at their 9th Annual General meeting held on 28th July, 2017 for a term of 5 Years to hold office until the conclusion of 14th Annual General Meeting to be held in the year 2022. Their appointment was subject to ratification on annual basis. With the amendment in the Companies Act, 2013, dispensing away with the requirement of ratification of appointment of auditors on annual basis, it is not proposed to seek the approval of the members for ratification of their appointment as statutory auditors at the forthcoming Annual General Meeting. In view of the above, M/s. B. K. Khare & Co., Statutory Auditors, would continue to hold office till the conclusion of the 14th Annual General Meeting to be held in the year 2022. The Auditors’ Report does not contain any qualification, reservation or adverse remark or disclaimer.


SECRETARIAL AUDITOR Your Directors had appointed M/s. MMJC & Associates LLP, Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year 2018-2019. The Company has annexed to this Board Report as Annexure I, a Secretarial Audit Report given by the Secretarial Auditors. The Secretarial Auditors’ Report does not contain any qualification, reservation or adverse remark or disclaimer. MAINTENANCE OF COST ACCOUNTS AND RECORDS Your Company was not required to maintain cost accounts and records as required under the Section 148 (1) of the Companies Act, 2013 and rules made thereunder. REPORTING OF FRAUDS BY AUDITORS During the year under review, the Statutory Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees to the Audit Committee under section 143 (12) of the Companies Act 2013. INTERNAL AUDITOR Your Directors had appointed Mr. Mario A Nazareth, Chartered Accountant, as Internal Auditor of the Company for the year ended 31st March, 2019. COST AUDITOR Provisions of Companies Act, 2013 relating to appointment of Cost Auditor are not applicable to your Company and accordingly, your Company has not appointed Cost Auditor. POLICY FOR REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES AND CRITERIA FOR APPOINTMENT/REMOVAL OF DIRECTORS AND SENIOR MANAGEMENT PERSONNEL Your Company adopted the following Policies which, inter alia, include criteria for determining qualifications, positive attributes and independence of a Director: (a) Policy on Appointment of Directors and Senior Management and succession planning for orderly succession to the Board and the Senior Management; (b) Policy for remuneration of the Directors, Key Managerial Personnel and other employees.


Policy (a) mentioned above includes the criteria for determining qualifications, positive attributes and independence of a Director, identification of persons who are qualified to become Directors and who may be appointed in the Senior Management Team in accordance with the criteria laid down in the said Policy, succession planning for Directors and Senior Management, and Policy statement for Talent Management framework of the Company. Policy (b) mentioned above sets out the approach to Compensation of Directors, Key Managerial Personnel and other employees in Mahindra First Choice Services Limited. During the year under review, your Company made changes in the Policies mentioned at (a) and (b) above to align with the amendments made pursuant to the Companies Act, 2013 and Secretarial Standard 1.

The said policies have been uploaded on the Company’s Website www.mahindrafirstchoiceservices.com . RISK MANAGEMENT POLICY Your Company has, in place, a Risk Management Policy which includes identification therein of the elements of risk, which in the opinion of Board, may threaten the existence of the Company. Your Company’s risk management policy sets out the objectives and elements of risk management within the organization and helps to promote risk awareness amongst employees and to integrate risk management within the corporate culture. CORPORATE SOCIAL RESPONSIBILITY POLICY Provisions relating to CSR enumerated under Section 135 of the Companies Act, 2013 are not applicable to your Company and accordingly, your Company does not have a CSR Policy.

INTERNAL FINANICAL CONTROLS Your Company has in place adequate internal financial controls with reference to the Financial Statements commensurate with the size, scale and complexity of its operations. Your Company conducts reviews, at regular intervals, to assess the adequacy of financial and operating controls for the business of the Company. Statutory Auditors have audited the Internal Financial Controls over Financial Reporting of the Company as of 31st March, 2019. Significant issues, if any, are brought to the attention of the Audit Committee. Statutory Auditors and internal auditors are invited to attend Audit Committee Meetings. Corrective actions, if required, are being taken up immediately to ensure that the internal financial control system remains robust and as an effective tool. PEOPLE Your Company had over 352 people on its rolls as at March 31, 2019. Your Company acknowledges its commitment to regional development and improving the standard of living of the people in the region.

http://www.mahindrafirstchoiceservices.com/


SAFETY, HEALTH AND ENVIRONMENT Your Company maintains a good health and safety record in line with the Health and Wellness Policy. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The particulars relating to Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo, as required under section 134(3)(m) of the Act read with the Companies Rule 8 (3) of The Companies (Accounts) Rules, 2014 are given as Annexure II and the same forms part of this Report. DISCLOSURE OF PARTICULARS OF EMPLOYEES AS REQUIRED UNDER RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014 Being an unlisted Company, provisions of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 were not applicable to your Company during the year under review. EMPLOYEE STOCK OPTION PLAN The disclosure of details in respect of the Company’s Employee Stock Option Plan, as required under the Companies (Share Capital and Debentures) Rules, 2014 are set out in Annexure III and the same forms part of this Report. PUBLIC DEPOSITS AND LOANS / ADVANCES Your Company had not accepted any deposits from the public, or its employees, within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the year under review and there was no amount which qualified as deposit outstanding as on the date of balance sheet. Your Company had not made any loans/advances which are required to be disclosed in the annual accounts of the Company pursuant to Regulations 34 (3) and 53 (f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 read with Schedule V applicable to the Parent Company Mahindra and Mahindra Limited. PARTICULARS OF LOANS, GUARANTEES, OR INVESMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013 Particulars of loans given, investments made, or guarantee given, or security provided and the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient of the loan or guarantee or security are provided in Note 08 to the Financial Statements and the same forms part of this Report.


PARTICULARS OF TRANSACTIONS WITH RELATED PARTIES All the Related Party Transactions entered, during the year, were in the Ordinary Course of Business and on arm’s length basis.

There were no material contracts, transactions or arrangements with related parties, particulars of which were required to be furnished in terms of Section 134 of Companies Act, 2013, during the year under review. ANNUAL RETURN Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return as on 31st March, 2019 in Form No. MGT-9 is attached as Annexure IV and forms part of this Report.

The Annual Return of the Company has been placed on the website of the Company and can be accessed at the Web-link: www.mahindrafirstchoiceservices.com THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013. The Company has constituted an Internal Complaints Committee as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, no complaint was received under the above referred Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. GENERAL Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/ events on these items during the year under review: 1. Issue of equity shares with differential rights as to dividend, voting or otherwise. 2. No Significant or material orders by Regulators or Courts or Tribunals which impact the going concern status and the Company’s operations in future. 3. There were no Shares having voting rights not exercised directly by the employees and for the purchase of which or subscription to which loan was given by the Company. 4. Buy Back of Shares by the Company. COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD 1 AND SECRETARIAL STANDARD 2 The applicable Secretarial Standards, i.e. SS1 and SS2 relating to ‘Meetings of the Board of Directors’ and “General Meetings, respectively, have been duly complied by your Company.

http://www.mahindrafirstchoiceservices.com/


SUSTAINABILITY Your Company continues with its journey on sustainable development with conscious efforts to minimize the environmental impact caused by its operations and simultaneously taking responsibility to enable communities to Rise without losing focus on economic performance. ACKNOWLEDGEMENTS Your Directors are pleased to take this opportunity to thank the bankers, customers, vendors, all the other stakeholders for their co-operation to the Company during the year under review.

For and on behalf of the Board

SD/- SD/-

Y V S Vijay Kumar Rajeev Dubey Whole Time Director & CEO Director

(DIN: 03588223) (DIN: 00104817) Mumbai, 26th April, 2019


ANNEXURE I TO THE DIRECTORS' REPORT

FOR THE YEAR ENDED 31ST MARCH, 2019

MMJC & Associates LLP

Company Secretaries

Ecstasy, 803/804, 9th Floor, City of Joy, J.S.D Road, Mulund (West), Mumbai- 400080, (T) 022-21678100

FORM NO. MR.3

SECRETARIAL AUDIT REPORT For The Financial Year Ended 31st March, 2019

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To The Members, Mahindra First Choice Services Limited Mahindra Towers, P K Kurne Chowk, Worli, Mumbai - 400018 We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Mahindra First Choice Services Limited (hereinafter called the “Company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing our opinion thereon. Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2019 (‘Audit Period’) complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2019 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the Rules made there under;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the Rules made there under;

(iii)The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(iv) Foreign Exchange Management Act, 1999 and the Rules and Regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowing; (Not applicable to the Company during the Audit Period)


The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’): - (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (Not Applicable to the Company)

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (Not Applicable to the Company)

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (Not Applicable to the Company) (d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (Not Applicable to the Company)

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (Not Applicable to the Company) (f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not Applicable to the Company) and (h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (Not Applicable to the Company);

(v) As identified, no law is specifically applicable to the company. We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India

(ii) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Not Applicable to the Company).

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines and Standards made thereunder. We further report that The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.


All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be. We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. We further report that the Company has during the year

(a) Issued and allotted 3,20,00,000 Equity shares on right issue basis. (b) Increased its Authorised Capital from Rs. 281,00,00,000 to Rs. 300,00,00,000 in the General

Meeting held on 16th August, 2018.

For MMJC & Associates LLP Bhavisha Jewani Designated Partner FCS No. 8503 CP No. 9346 Place: Mumbai Date: 26th April, 2019 This report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of this report.


‘Annexure A’

To

The Members,


Mahindra Towers, P K Kurne Chowk, Worli, Mumbai-400018 Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable

assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of

Accounts of the company.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations,

standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company

nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

For MMJC & Associates LLP Bhavisha Jewani Designated Partner FCS No. 8503 CP No. 9346 Place: Mumbai Date: 26th April, 2019


ANNEXURE II TO THE DIRECTORS’ REPORT

FOR THE YEAR ENDED 31ST MARCH, 2019

PARTICULARS AS PER RULE 8(3) OF THE COMPANIES (ACCOUNTS) RULES, 2014 AND FORMING PART OF THE DIRECTORS’ REPORT FOR THE YEAR ENDED 31ST MARCH, 2019

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

(A) Conservation of energy:

(i) the steps taken or impact on conservation of energy:

Though the activities of the Company are not power intensive, various measures are taken to contain and bring about saving in power consumption through improved operational methods, better house-keeping and awareness programs.

(ii) the steps taken by the Company for utilizing alternate sources of energy: Not Applicable

(iii) the capital investment on energy conservation equipment: NIL (B) Technology absorption: (i) the efforts made towards technology absorption: None (ii) the benefits derived like product improvement, cost reduction, product development

or import substitution: Not Applicable (iii) in case of imported technology (imported during the last three years reckoned from

the beginning of the financial year): Not Applicable (iv) the expenditure incurred on Research and Development: NIL

(C) Foreign exchange earnings and outgo: (In terms of actual inflow and outflow) (Rupees in Lakhs)

For the Financial Year For the Financial Year ended 31st March, 2019 ended 31st March, 2018

Total Foreign Exchange Earned 1.00 NIL

Total Foreign Exchange Used NIL 4.12


SD/- SD/- Y V S Vijay Kumar Rajeev Dubey

Whole Time Director & CEO Director (DIN: 03588223) (DIN: 00104817) Mumbai, 26th April, 2019


ANNEXURE III TO THE DIRECTORS’ REPORT

Details of the Employees Stock Option Scheme pursuant to Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014:

Sr. No.

Particulars ESOS 2017

(a) options granted 52,24,937 (b) options vested NIL (c) options exercised NIL (d) the total number of shares arising as a result of

exercise of option NIL

(e) options lapsed 22,75,389 (f) the exercise price N.A. (g) variation of terms of options NIL (h) money realized by exercise of options - (i) total number of options in force as at 31st March

2019 2,48,90,184

(j) Employee wise details of options granted to (i) key managerial personnel

Mr. Y.V.S. Vijaykumar - 55,51,879

(ii) any other employee who receives a grant of options in any one year of option amounting to five percent or more of options granted during that year:

Mr. Rajeev Dubey: 21,19,623 Mr. Nishchint Kumar: 5,42,024 Mr. Ashish Bhardwaj: 3,10,067 Mr. Arpan Desai: 2,63,583 Mr. Yogesh Deshpande:2,60,989 Mr. Dattatrey Mahajan: 6,39,035 Total 6 employees – 41,35,321

(iii) identified employees who were granted option, during any one year, equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant.

Mr. Y.V.S. Vijaykumar - 55,51,879


SD/- SD/-

Y V S Vijay Kumar Rajeev Dubey Whole Time Director & CEO Director

(DIN: 03588223) (DIN: 00104817) Mumbai, 26th April, 2019


ANNEXURE IV TO THE DIRECTORS’ REPORT FOR THE YEAR ENDED 31ST MARCH, 2019

Form No. MGT-9

EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31st March, 2019

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

i) CIN: - U35999MH2008PLC180385

ii) Registration Date 24/03/2008

iii) Name of the Company Mahindra First Choice Services Limited

iv) Category/Sub-Category of the Company

Company limited by shares (Indian Non-Government Company)

v) Address of the Registered office and contact details

Mahindra Towers, P.K. Kurne Chowk, Worli, Mumbai-400018, Maharashtra. Tel: +91 22 2490 1411 Fax: +91 22 2490 0833.

vi) Whether listed Company (Yes/No) No

vii) Name, Address and Contact details of Registrar and Transfer Agent, if any

Karvy Fintech Private Limited. Karvy Selenium, Tower B, Plot Nos. 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad – 500032 Tel: 040-67162222 Fax: 040-23001153 Email Id: [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the Company shall be stated: -

Sr. No.

Name and Description of main product/services

NIC Code of the Product/service % to total turnover of the Company

1 Sale of Motor vehicle parts and accessories

45300 76%

2 Franchise Income 7740 20%

Ill. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES –

Sr. No

NAME AND ADDRESS OF THE COMPANY

CIN/GLN HOLDING/ SUBSIDIARY / ASSOCIATE

% of shares held

Applicable Section

1. Mahindra Holdings Limited Mahindra Towers, P. K. Kurne Chowk, Worli Mumbai 400018

U65993MH2007PLC175649 HOLDING 100 2(46)

2. Mahindra & Mahindra Limited Gateway Building, Apollo Bunder, Mumbai 400 001

L65990MH1945PLC004558 ULTIMATE HOLDING

- 2(46)

3. Auto Digitech Private Limited Mahindra Towers, P. K. Kurne Chowk, Worli Mumbai 400018

U29253MH2009PTC196365 SUBSIDIARY 54.10 2(87)


IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

(i) Category-wise Share Holding

Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year

% Change during the

year

Demat Physical Total % of

Total Shares

Demat Physical Total % of Total Shares

A. Promoters

(1) Indian - - - - - - - - -

a) Individual/ HUF - - - - - - - - -

b) Central Govt. - - - - - - - - -

c) State Govt. - - - - - - - - -

d) Bodies Corp. 26,39,99,994 6* 26,40,00,000 100 29,60,00,000** 0 29,60,00,000 100 -

e) Banks/ FI - - - - - - - - -

f) Any Other… - - - - - - - - -

Sub-total A (1):- 26,39,99,994 6* 26,40,00,000 100 29,60,00,000 0 29,60,00,000 100 -

(2) Foreign - - - - - - - - -

a) NRIs – Individuals

- - - - - - - - -

b) Other – Individuals

- - - - - - - - -

c) Bodies Corp. - - - - - - - - -

d) Banks/ FI - - - - - - - - -

e) Any Other…. - - - - - - - - -

Sub-total A (2):- - - - - - - - - -

Total shareholding of Promoter (A)= (A)(1) +(A)(2)

26,39,99,994 6* 26,40,00,000 100 29,60,00,000 0 29,60,00,000 100 -

B. Public Shareholding

1. Institutions

a) Mutual Funds - - - - - - - - -

b) Banks/ FI - - - - - - - - -

c) Central Govt. - - - - - - - - -

d) State Govt(s) - - - - - - - - -

e) Venture Capital Funds

- - - - - - - - -

f) Insurance Companies

- - - - - - - - -

g) FIIs - - - - - - - - -

h) Foreign Venture Capital Funds

- - - - - - - - -

i) Others (specify) - - - - - - - - -

Sub-total (B )(1):- - - - - - - - - -

2. Non- Institutions

a) Body Corp. (i) Indian (ii) Overseas

- - - - - - - -


* 6 shares held by nominees of Mahindra Holdings Limited jointly with Mahindra Holdings Limited ** includes 6 shares held by nominees of Mahindra Holdings Limited jointly with Mahindra Holdings Limited

(ii) Shareholding of Promoters:

Sr. No.

Shareholder’s Name Shareholding at the beginning of the year Shareholding at the end of the year

No. of Shares

% of total

Shares of the

Company

% of Shares Pledged /

encumbered to total shares

No. of Shares

% of total

Shares of the

Company

% of Shares Pledged /

encumbered to total shares

% of change in shareholding during the year

1. Mahindra Holdings Limited 26,39,99,994 100% 0 29,59,99,994 100 0 0

2. Mahindra Holdings Limited jointly with Mr. Rajeev Dubey**

1 0 0 0 0.00 0 0

3. Mahindra Holdings Limited jointly with Mr. Narayan Shankar**

1 0 0 1 0.00 0 0

4. Mahindra Holdings Limited jointly with Mr. S. Durgashankar**

1 0 0 0 0.00 0 0.00

5. Mahindra Holdings Limited jointly with Mr. K Chandrasekar**

1 0 0 0 0.00 0 0.00

6. Mahindra Holdings Limited jointly with Mr. Y. V. S. Vijay Kumar**

1 0 0 0 0.00 0 0.00

7. Mahindra Holdings Limited jointly with Mr. Ruzbeh Irani**

1 0 0 0 0.00 0 0.00

a) Individual 8

i) Individual shareholders holding nominal share capital upto Rs.1 lakh

- - - - - - - - -

ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh

- - - - - - - - -

Sub-total (B ) (2):- - - - - - - - - -

Total Public Shareholding (B)=(B)(1)+ (B)(2)

- - - - - -

C. Shares held by Custodian for GDRs & ADRs

- - - - - -

Grand Total (A+B+C) 26,39,99,994 6* 26,40,00,000 100 29,60,00,000 0 29,60,00,000 100 0


8. Mahindra Holdings Limited jointly with Mr. Rajesh Arora**

0 0 0 1 0.00 0 0.00

9. Mahindra Holdings Limited jointly with Ms. Anita Halbe. **

0 0 0 1 0.00 0.00

10. Mahindra Holdings Limited jointly with Mr. Mr. Feroze Baria. **

0 0 0 1 0.00 0 0.00

11. Mahindra Holdings Limited jointly with Mr. Sumeet Maheshwari. **

0 0 0 1 0.00 0 0.00

12. Mahindra Holdings Limited jointly with Ms. Brijbala Batwal **

0 0 0 1 0.00 0.00

Total 26,40,00,000 100.00% 0 29,60,00,000 100.00% 0 0.00

** Jointly held with Mahindra Holdings Limited to comply with the statutory provisions of Companies Act, 2013 with regard to minimum number of members.

(iii) Change in Promoters’ Shareholding (please specify, if there is no change)

Mahindra Holdings Limited Shareholding at the beginning of the year

Cumulative Shareholding during the year

No of Shares

% of total Shares of

the Company

No of Shares

% of total Shares of the Company

At the beginning of the year 26,40,00,000 100

Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment/ transfer/bonus/sweat equity etc.)

Allotments made on

31.05.2018: 70,00,000

17.07.2018: 50,00,000

06.09.2018: 50,00,000

17.12.2018: 1,50,00,000

27,10,0,000

27,60,00,000

28,10,00,000

29,60,00,000

At the End of the year 29,60,00,000 100

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

Sl. No.

Shareholding at the beginning of the year


Top 10 Shareholders No. of Shares % of total Shares of the Company

No. of Shares % of total Shares of the Company

NOT APPLICABLE

- - - -


(v) Shareholding of Directors and Key Managerial Personnel:

Sl. No.

Shareholding at the beginning of the year


For Each of the Directors and KMP No. of shares % of total shares

of the Company

No. of shares % of total shares of the Company

Directors

1. Mahindra Holdings Limited jointly with Mr. Rajeev Dubey

At the beginning of the year 1 0 - -

Date wise Increase/ Decrease in shareholding during the Year specifying the reasons for increase/decrease: Decrease - Transfer of one equity share on 16th October, 2018

1 0 0 0

At the end of the year - - 0 0

2. Mahindra Holdings Limited jointly with Mr. K. Chandrasekar



1 0 - 0


3. Mahindra Holdings Limited jointly with Mr. YVS Vijaykumar



1 0 - 0


4. Mahindra Holdings Limited jointly with Mr. Ruzbeh Irani



1 0 0 0



V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

(Amount in Rs. In Lakhs)

PARTICULARS Secured Loans excluding deposits

Unsecured Loans

Deposits Total

Indebtedness

Indebtedness at the beginning of the financial year: 01.04.2018

i) Principal Amount -

-

-

-

-

-

-

-

-

-

-

3,010.45

-

-

3,010.45

149.06

-

2,861.39

-

-

2,861.39

-

-

-

-

-

-

-

-

-

-

-

3,010.45

-

-

3,010.45

149.06

-

2,861.39

-

-

2,861.39

ii) Interest due but not paid

iii) Interest accrued but not due

Total (i+ii+iii)

Change in Indebtedness during the financial year • Addition

• Reduction

Net change

Indebtedness at the end of the financial year: 31.03.2019 i) Principal Amount

ii) Interest due but not paid

iii) Interest accrued but not due

Total (i+ii+iii)

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-Time Directors and/or Manager: (Amount in Rs. in Lakhs)

Sl. No

Particulars of Remuneration Name of Whole-Time Director

Total Amount

Mr. Y.V.S. Vijaykumar

---

---

---

1. Gross Salary

(a) Salary as per provisions contained in section 17(1)

of the Income Tax Act, 1961

120.00 120.00

(b) Value of perquisites u/s 17(2) of the Income Tax Act, 1961

- -

(c) Profits in lieu of salary under Section 17(3) of the Income Tax Act, 1961

- -

2. Stock Option - -

3. Sweat Equity - -

4. Commission - As % of Profit - Others, specify…

- -

5. Others, please specify

- -

Total (A) 120.00 120.00

Ceiling as per the Act In accordance with Schedule V of Companies Act, 2013


B. Remuneration of other Directors:

(Amount in Rs. in Lakhs)

C REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/ MANAGER/ WTD

(Amount in Rs.in Lakhs)

Sr. No

Particulars of Remuneration

Company Secretary

Chief Financial Officer

Chief Financial Officer

Total

Names of Key Managerial Personnel Ms. Hemangi Patil

Mr. V. Rajan 01.04.2018 – 30.04.2018

Ms. Pallavi Ogale 01.05.2018 – 31.03.2019

1. Gross Salary (a) Salary as per provisions contained in section

17(1) of the Income Tax Act, 1961 - - 48.56 48.56

(b) Value of perquisites u/s 17(2) of the Income Tax Act, 1961

- - - -

(c) Profits in lieu of salary under Section 17(3) of the Income Tax Act, 1961

- - - -

2. Stock Option - - 5.10 5.10

3. Sweat Equity - - - -

4. Commission - As % of Profit - Others, specify…

- - -

-

5. Others, please specify 1.10 - 1.10

Total 1.10 - 53.66 54.76

Particulars of Remuneration Name of Directors Total Amount

Ms. Sonu Bhasin Mr. Debabrata Bandyopadhyay

1. Independent Directors

• Fee for attending board/committee meetings

2.90. 3.20 6.10

• Commission - - -

• Others, please specify - - -

Total (1) 2.90 3.20 6.10

2. Other Non-Executive Directors Name of Directors Total

• Fee for attending board/committee meetings

- - - -

• Commission - - -

• Others, please specify - - -

Total (2) - - -

Total B = (1+2) - - -

Ceiling as per the Act In accordance with Schedule V of Companies Act, 2013


VII. PENALTIES/ PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Companies Act

Brief Description

Details of Penalty / Punishment/Compounding fees imposed

Authority

(RD / NCLT / court)

Appeal made, if any (give details)

A. COMPANY

Penalty - - Not applicable

Not applicable Not applicable

Not applicable

Punishment - - Not applicable


Not applicable

Compounding - - Not applicable


Not applicable

B. DIRECTORS



Not applicable



Not applicable



Not applicable

C. OTHER OFFICERS IN DEFAULT



Not applicable



Not applicable



Not applicable


SD/- SD/- Y V S Vijay Kumar Rajeev Dubey

Whole Time Director & CEO Director (DIN: 03588223) (DIN: 00104817) Mumbai, 26th April, 2019

Documents

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