Dear Shareholders,
 
 The Directors present their Report together with the audited accounts
 of your Company for the year ended 31st March, 2012.
 
 Financial Highlights
 
                                                         (Rs. in crores)
                                                         2012      2011
 
 Gross Income                                          34,820    25,989
 
 Less: Excise Duty on Sales                             2,501     2,095
 
 Net Income                                            32,319    23,894
 
 Profit before Depreciation, Finance Costs,             4,237     3,888
 Exceptional items and Taxation
 
 Less: Depreciation and Amortisation                      576       414
 
 Profit before Finance Costs, Exceptional               3,661     3,474 
 items and Taxation
 
 Less: Finance Costs                                      163        72
 
 Profit before Exceptional items and                    3,498     3,402 
 Taxation
 
 Add: Exceptional items                                   108       118
 
 Profit before Taxation                                 3,606     3,520
 
 Less: Provision for Tax - Current Tax                    538       762
 (including MAT credit entitlement)
 
 Less: Provision for Tax - Deferred Tax (Net)             189        96
 
 Profit for the year                                    2,879     2,662
 
 Balance of profit for earlier years                    6,209     4,588
 
 Add/(Less): Transfer from/(to) Debenture                 (14)       36 
 Redemption Reserve (Net)
 
 Profits available for appropriation                    9,074     7,286
 
 Less: General Reserve                                    300       275
 
 Proposed Dividends                                       768       706 
 
 Income-tax on Proposed Dividend                          101        96
 
 Balance carried forward                                7,905     6,209
 
 The Financial Year 2011-12 was beset with challenges. Global macro
 risks, stemming from sovereign debt issues in the advanced economies
 and turmoil in the Middle East, remained high through the year. At the
 same time, a weak economic environment at home- rising fiscal and
 current account deficits, persistently high inflation, rising interest
 rates, a weakening currency and prolonged policy and regulatory
 uncertainty - added to the risks facing domestic firms and households.
 Demand as a consequence, turned sluggish and the country''s economic
 growth dropped to 6.9% this year (as per advance estimates put out by
 the CSO), considerably below the 8.4% growth registered in the previous
 two fiscals.
 
 While the agricultural and services sectors displayed some resilience,
 the unsettled global outlook and constrained domestic economic
 environment took a particularly heavy toll on industrial activity
 during the year. Environmental hurdles, corruption charges and slowing
 Government approvals brought mining activity to a standstill which
 severely constrained power generation and other core infrastructure
 activities in the country. Hemmed in by structural impediments and
 rising input costs on the one hand and weakening domestic and external
 demand on the other, manufacturing activity suffered a severe loss in
 momentum with volume growth dropping from 7.7% year-on-year in the
 first quarter of the Financial Year 2012 to 0.2% in the fourth quarter
 of the Financial Year 2012. Over all, industrial production grew a
 paltry 2.8% in 2011-12, in sharp contrast to the 8.2% increase
 registered in the previous fiscal.
 
 Financial Performance
 
 In these challenging times, the Automotive and Farm Divisions of your
 Company have secured good performance reflecting in substantial growth
 in the net income of the Company by 35.3% to Rs.32,319 crores in the
 year under review from Rs.23,894 crores in the previous year.
 
 Consequent to this commendable performance, the Profit for the year
 before Depreciation, Finance Costs, Exceptional items and Taxation
 recorded an increase of 9.0% at Rs.4,237 crores as against Rs.3,888
 crores in the previous year. Similarly, Profit after tax clocked an
 increase of 8.1% at Rs.2,879 crores as against Rs.2,662 crores in the
 previous year.  Your Company continues with its rigorous cost
 restructuring exercises and efficiency improvements which have resulted
 in significant savings through continued focus on cost controls,
 process efficiencies and product innovations that exceed customer
 expectations in all areas thereby enabling the Company to maintain
 profitable growth in the current economic scenario.
 
 Dividend
 
 Your Directors are pleased to recommend a dividend of Rs.12.50 per
 Ordinary (Equity) Share of the face value of Rs.5 each, payable to
 those Shareholders whose names appear in the Register of Members as on
 the Book Closure Date. The equity dividend outgo for the Financial Year
 2011-12, inclusive of tax on distributed profits (after reducing the
 tax on distributed profits of Rs.23.38 crores payable by the
 subsidiaries on the dividends receivable from them during the current
 Financial Year) would absorb a sum of Rs.868.61 crores (as against
 Rs.802.64 crores comprising the dividend of Rs.10.50 per Ordinary
 (Equity) Share and also a Special Dividend of Re.1 per Ordinary
 (Equity) Share aggregating Rs.11.50 per Ordinary (Equity) Share of the
 face value of Rs.5 each paid for the previous year).
 
 Performance Review
 
 Automotive Division:
 
 Your Company''s Automotive Division recorded total sales of 3,98,357
 vehicles (including Verito) and 70,988 three-wheelers as compared to
 2,99,342 vehicles (including Verito) and 64,740 three-wheelers in the
 previous year registering a growth of 33.1% and 9.7% in vehicle sales
 and three-wheeler sales respectively.
 
 On the domestic sales front, your Company sold 2,45,700 Passenger
 Vehicles [including 2,02,217 Utility Vehicles (UVs), 25,644 Multi
 Purpose Vehicles (MPVs) and 17,839 Cars] registering a growth of 36.4%
 over the previous year''s volumes of 1,80,180 Passenger Vehicles
 [including 1,69,205 UVs, 966 MPVs and 10,009 Cars by Mahindra
 Automobile Distributor Private Limited] (for a meaningful comparison,
 sales numbers of Verito Car is also added in the previous year''s sales
 numbers). In the commercial vehicle segment, your Company sold 1,27,029
 vehicles [including 53,895 vehicles < 2T GVW and 73,134 vehicles
 between 2-3.5T GVW] registering a growth of 21.4% over the previous
 year''s volume of 1,04,622 commercial vehicles [including 43,717
 vehicles < 2T GVW and 60,905 vehicles between 2-3.5T GVW].  In the
 three-wheeler segment, your Company sold 67,440 three- wheelers
 registering a growth of 8.5% over the previous year''s volume of 62,142
 three-wheelers.
 
 Your Company''s UV sales volume grew by 19.5% and your Company
 strengthened its leadership position of the domestic UV market by
 posting a market share of 55.1% against the previous year market share
 of 53.7%. During this year, Bolero posted record sales and became the
 first SUV in India to cross the milestone of 1 lakh sales in a year.
 Bolero retains the title of India''s largest selling SUV for the 6th
 consecutive year. It is also the 7th highest selling passenger vehicle
 in India. The Scorpio continues to strengthen its iconic status with
 sales of over 50,000 units in the year under review.
 
 In September, 2011, your Company launched the XUV5OO. The XUV5OO is
 loaded with enhanced technology and safety features, a strong diesel
 engine, luxurious interiors and unprecedented refinement, all at a very
 competitive price. Twenty two awards received from various Media Groups
 bear testimony to the mass appeal and acceptance of the product. The
 XUV5OO was launched simultaneously in India and South Africa - a first
 for the Indian Automotive Industry.
 
 With an aim to strengthen its product portfolio and enter new segments,
 your Company successfully launched many new products over the past two
 years. As a result, the Company''s share of the Indian Automotive market
 stood at 11.5% in 2011-12 as compared to 9.6% in the previous year.
 
 In the Overseas market, your Company registered a volume growth of
 70.2% over the previous year. This growth was driven by volume growth
 in the SAARC countries, Chile and South Africa. During the year under
 review, your Company sold 25,628 vehicles [including 157 vehicles
 sourced from Mahindra Navistar Automotives Limited (MNAL)] and 3,548
 three-wheelers in the Overseas market as compared to 14,540 vehicles
 [including 305 vehicles sourced from MNAL] and 2,598 three-wheelers in
 the previous year.
 
 Spare parts sales for the year stood at Rs.873.99 crores (including
 Exports of Rs.55.47 crores) as compared to Rs.666.97 crores (including
 Exports of Rs.28.3 crores) in the previous year, registering a growth
 of 31.0%.
 
 Farm Division:
 
 Your Company''s Farm Division (including the Swaraj Division) recorded
 sales of 2,36,666 tractors as against 2,14,325 tractors sold in the
 previous year, recording a growth of 10.4%.
 
 In the Financial Year 2012, the Indian tractor industry continued to
 enjoy double digit growth. The domestic market recorded sales of around
 5,35,210 tractors as compared to 4,80,377 tractors in the previous
 year, recording a growth of 11.4%.
 
 Your Company''s performance was in line with the tractor industry with
 domestic sales of 2,22,944 tractors as compared to 2,02,513 tractors in
 the previous year recording a growth of 10.1%. Your Company''s market
 share now stands at 41.4% as compared to 42% in the previous financial
 year, thus completing 29 years of leadership in the Indian tractor
 industry. Your Company''s tractor exports grew by 16.2% to reach 13,722
 tractors as compared to 11,812 tractors exported in the previous year.
 
 Beyond agriculture, in the power generation space under the Mahindra
 Powerol Brand, your Company sold 29,122 engines in the current
 financial year as against 27,748 engines in the previous year. The
 growth in volume was achieved inspite of adverse market conditions in
 the Telecom Sector. Your Company, while retaining its leadership
 position in the genset market catering to the telecom space, has
 focused its presence in the retail segment. It strengthened its
 position in the fragmented inverter/Home UPS market and sold 83,993
 units against 47,217 units in the previous year, a growth of 78%.
 
 Mahindra Special Services Group (MSSG):
 
 Special Services Group business, a part of the Mahindra Defence Systems
 Division ofyour Company provides corporate riskmanagement consultancy
 services, assisting organisations in maintaining their competitive edge
 by protecting Information, Physical and Personnel assets through
 implementing the security strategy encompassing people, process and
 technology. During the year, MSSG has been successful in registering
 and maintaining business growth across various industry verticals
 through a wide range of service offerings in the Corporate Security
 Risk landscape in India thereby enabling over 150 major corporate
 customers secure their people, assets, information and reputation.
 
 MSSG has witnessed tremendous growth opportunities in the areas of
 Governance and Fraud Risk Management during the year. MSSG''s marketing
 and brand promotion activities have been strengthened with increased
 manpower and as a result, MSSG has been able to make its brand visible
 in many cities across India.
 
 Management Discussion and Analysis Report
 
 A detailed analysis of the Company''s performance is discussed in the
 Management Discussion and Analysis Report, which forms part of this
 Annual Report.
 
 Corporate Governance
 
 Your Company has a rich legacy of ethical governance practices most of
 which were in place even before they were mandated. Your Company is
 committed to transparency in all its dealings and places high emphasis
 on business ethics.
 
 A Report on Corporate Governance alongwith a Certificate from the
 Statutory Auditors of the Company regarding the compliance of
 conditions of Corporate Governance as stipulated under Clause 49 of the
 Listing Agreement forms part of this Annual Report.
 
 Finance
 
 The Financial Year 2011-12 witnessed a period of uncertainty in both
 the global and Indian economic scenarios. The year saw the US recovery
 being slow, Europe under the shadow of a lengthened sovereign debt
 crisis and China''s growth scaled down. On the domestic front, tight
 liquidity conditions prevailed during most of the year, with short term
 interest rates on an upsurge. Fiscal and current account deficits and
 capital flows dominated financial markets activity bringing
 volatilities to the fore. Reserve Bank of India (RBI) has in the last
 few months cut the CRR by 125 bps and also Repo Rate by 50 bps to
 infuse liquidity and stem the faltering growth of the Indian economy.
 Despite the recent monetary actions, liquidity is expected to remain
 tight in the short term given the large Government of India debt
 programme in the Financial Year 2013 budget proposals. RBI surprised
 the market by a larger than expected Repo cut, but indicated they would
 be constrained in providing further reductions to boost growth.
 
 To meet the challenges of the daunting environment, your Company
 continued to focus on managing cash efficiently and ensured that it had
 adequate liquidity and back-up lines of credit. Your Company
 successfully unlocked about Rs.750 crores from its working capital by
 employing Non-fund based limits of banks to release statutory refunds
 under a facility on offer by a State Government. The Company also
 actively assisted its business partners including vendors by various
 initiatives in channel management and making available an e-enabled
 structured payment platform. The vendor initiative will enable freeing
 up working capital relating to Rs.3,000 crores worth of annual supplies
 to the Company.
 
 During the year, your Company raised External Commercial Borrowings of
 US$ 150 million to finance its growth plans. The funds were raised for
 average maturity of 5 years at an opportune time at bench mark rates.
 
 Your Company follows a prudent financial policy and aims to maintain
 optimum financial gearing at all times. The Company''s total Debt to
 Equity Ratio was 0.29 as at 31st March, 2012.
 
 Your Company has been rated by CRISIL, ICRA Limited (ICRA) and Credit
 Analysis & Research Limited (CARE) for its banking facilities under
 Basel II norms. CRISIL, ICRA and CARE have all re-affirmed the highest
 rating for your Company''s Short Term facilities. During the year,
 
 CRISIL maintained the rating for your Company''s Long Term Banking
 facilities to AA /Stable, ICRA maintained the Long Term Rating of
 LAA /Stable and CARE also maintained the rating CARE AA 
 
 Your Company''s Bankers continue to rate your Company as a prime
 customer and extend facilities/services at prime rates.
 
 Acquisitions and other matters
 
 1.  Voluntary Open Offer for 27% of the paid-up share capital of Swaraj
 Automotives Limited (SAL)
 
 Your Company had a shareholding of 44.19% in SAL which manufactures
 seats and seating systems for tractors, commercial vehicles, cars and
 passenger vehicles. Your Company made a voluntary open offer under the
 Securities and Exchange Board of India (Substantial Acquisition of
 Shares and Takeovers) Regulations, 2011 to acquire upto 27% of the
 paid-up share capital and consolidate its shareholding in SAL. The
 Offer was made at a price of Rs.90 per fully paid-up equity share of
 Rs.10 each and was for an offer size of Rs.5,82,64,380. The Offer was
 fully tendered. Consequently, the shareholding held by your Company in
 SAL has increased from 44.19% to 71.19%, thereby making SAL a
 subsidiary of your Company.
 
 2.  Open Offer to the Shareholders of EPC Industrie Limited (EPC) and
 Rights Issue by EPC
 
 As reported in the Annual Report for the Financial Year 2011, your
 Company acquired 38% of the equity share capital of EPC through a
 preferential allotment. EPC being a listed entity, open offer under the
 erstwhile Securities and Exchange Board of India (Substantial
 Acquisition of Shares and Takeovers) Regulations, 1997 was triggered.
 Accordingly, an Open Offer to acquire further 20% of the paid-up
 capital of EPC was made at an Offer price of Rs.67.55 per share of
 Rs.10 each. Your Company received shares to the extent of 0.11% of the
 share capital of EPC in the open offer.  The current shareholding of
 your Company in EPC is 38.10%.  During the year, EPC became a
 subsidiary of your Company on account of the rights exercisable by your
 Company, under the Articles of Association of EPC to appoint majority
 Directors on the Board of EPC upon completion of the Open Offer.
 Subsequent to the year end, EPC has made a Rights Issue of 1,03,58,199
 Equity Shares of Rs.10 each at a premium of Rs.30 per Equity Share for
 an amount aggregating Rs.41.43 crores in the ratio of 3 Equity Shares
 for every 5 fully paid-up Equity Shares held by the existing Equity
 Shareholders of EPC on the record date. The Rights Issue opened on 14th
 May, 2012 and will close on 31st May, 2012.
 
 3.  Demerger of Automotive Business of Mahindra Automobile Distributor
 Private Limited
 
 Mahindra Automobile Distributor Private Limited (MADPL), a subsidiary
 of your Company, was engaged in the business of assembling and selling
 Automotive vehicles and accessories (Automotive Business) and spare
 parts (Spares Business).
 
 MADPL, earlier known as Mahindra Renault Private Limited, was a Joint
 Venture between Renault s.a.s., France (Renault) and your Company.
 After the divestment of Renault from the Joint Venture, your Company
 has assumed full control over the activities of MADPL. However, Renault
 will continue to supply components and sub-assemblies to MADPL at
 re-negotiated prices and will continue to support the product in India.
 
 Your Company is already dealing in all segments of automobile industry
 e.g. passenger vehicles, commercial vehicles, light commercial vehicles
 and three-wheelers. Verito brand of vehicles which replaced the earlier
 Logan brand, is a perfect fit in the entire product portfolio.
 
 Due to the divestment of Renault and in order to consolidate, it was
 proposed to demerge the Automotive Business of MADPL into your Company.
 The proposed demerger of the Automotive Business would enable MADPL to
 streamline its operations by being focused on the Spares Business so as
 to enhance its profitability and to rationalise its management,
 businesses and finances. It will also provide your Company more
 flexibility in the manufacturing and supply chain.
 
 To achieve the above, a Scheme of Arrangement was announced by your
 Company whereby MADPL would demerge the Automotive Business into your
 Company. The same was approved by the Shareholders of your Company at
 the Court Convened Meeting held on 7th February, 2012. The Scheme has
 been approved by the High Court on 30th March, 2012 and the same has
 been effective from 23rd April, 2012 by filing the certified copy of
 the Order with the Registrar of Companies.  The appointed date of the
 Scheme is 1st April, 2011. As per the Scheme and pursuant to the
 demerger, the share capital of MADPL has been restructured and shares
 held by your Company and its wholly owned subsidiary viz. Mahindra
 Holdings Limited, stand cancelled to the extent of capital
 restructuring. As per the Scheme, your Company has on 17th May, 2012
 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 3,162
 fully paid-up Equity Shares of Rs.10 each held in MADPL.
 
 4.  Consolidation of Two Tractor Joint Ventures in China
 
 Your Company through Mahindra Overseas Investment Company (Mauritius)
 Limited (MOICML), a wholly owned subsidiary of your Company has a
 stake of 88.55% in Mahindra China Tractor Company Limited (MCTCL) - a
 Joint Venture in Jiangsu Province with Jiangling Motors Co. Group and a
 51% stake in Mahindra Yueda Yancheng Tractor Co. Limited (MYYTCL) - a
 Joint Venture in Jiangxi Province with Yueda Group. These two Joint
 Venture companies were formed in 2005 and 2009 respectively.
 
 In order to synergise the business in China it is proposed to create a
 single face for brand Mahindra at the market place through integrating
 sales and marketing approach, manufacturing operations and supply chain
 for both the companies, leveraging size advantage of MYYTCL and
 optimising financial resources to support growth at both the companies.
 With a view to achieve the above, MYYTCL would purchase MOICML''s 88.55%
 stake in MCTCL, resulting in MCTCL becoming a subsidiary of MYYTCL.
 This process is currently in progress in China, in terms of getting
 approvals from the respective Provincial Governments and other
 Government agencies in China.
 
 5.  Proposed Amalgamation of Satyam Computer Services Limited and other
 companies with Tech Mahindra Limited
 
 The Board of Directors of Tech Mahindra Limited, a Joint Venture of
 your Company (transferee company or TechM) alongwith Venturbay
 Consultants Private Limited, Satyam Computer Services Limited
 (Mahindra Satyam), C&S System Technologies Private Limited, Mahindra
 Logisoft Business Solutions Limited and CanvasM Technologies Limited
 (collectively referred to as the transferor companies) at their
 respective Meetings held on 21st March, 2012 have pursuant to the
 provisions of sections 391 to 394 read with sections 78, 100 to 104 and
 other applicable provisions of the Companies Act, 1956 and subject to
 the requisite approval of the Shareholders of the respective companies
 and subject to all necessary statutory approvals, approved Amalgamation
 of the transferor companies with TechM.  Pursuant to the Scheme of
 Amalgamation and Arrangement of the transferor companies with the
 transferee company, TechM shall issue and allot 2 equity shares of
 Rs.10 each fully paid-up in its capital in respect of every 17 equity
 shares of Rs.2 each fully paid-up in the equity share capital of
 Mahindra Satyam to the Shareholders of Mahindra Satyam.
 
 The proposed Amalgamation would result in creation of a new off-shore
 services leader with deep competencies and a balanced mix of revenues
 of over $ 2.4 billion, from various geographies and domains and more
 than 75,000 professionals and 350   active clients. The combined entity
 would provide an edge with diversification benefits arriving from
 Mahindra Satyam''s Enterprise Mobility and TechM''s Telecom domain
 expertise and would lead to a balanced mix of revenues from Telecom,
 Manufacturing, Media & Entertainment and Banking, Financial Services,
 Insurance, Retail and Healthcare.
 
 Share Capital
 
 As reported in the Annual Report for the Financial Year 2011, your
 Company had allotted 34,730 Ordinary (Equity) Shares of Rs.5 each to
 International Finance Corporation, the Shareholder of Mahindra
 Shubhlabh Services Limited (MSSL), a subsidiary of your Company in
 the share exchange ratio of 1 fully paid-up Ordinary (Equity) Share of
 Rs.5 each for every 190 fully paid-up Equity Shares of Rs.10 each held
 in MSSL pursuant to the Scheme of Arrangement between MSSL and the
 Company and their respective Shareholders (the Scheme). The Scheme
 became effective on 15th April, 2011.
 
 Subsequent to the year end, your Company has allotted 5,917 Ordinary
 (Equity) Shares of Rs.5 each to Infina Finance Private Limited, the
 Shareholder of Mahindra Automobile Distributor Private Limited
 (MADPL) on 17th May, 2012, pursuant to the Scheme of Arrangement
 between MADPL and the Company and their respective Shareholders and
 Creditors based on the swap ratio determined by the Independent Valuer.
 Consequently, the issued, subscribed and paid-up Share Capital of the
 Company stood at Rs.307 crores comprising of 61,39,80,756 Ordinary
 (Equity) Shares of Rs.5 each fully paid-up as on the date of this
 Report.
 
 Stock Options
 
 During the year under review, on the recommendation of the Governance,
 Remuneration and Nomination Committee of your Company, the Trustees of
 the Mahindra & Mahindra Employees'' Stock Option Trust have granted
 6,55,334 Stock Options to the Eligible Employees under the Mahindra &
 Mahindra Limited Employees Stock Option Scheme - 2010. Further, no new
 Options have been granted under the Mahindra & Mahindra Limited
 Employees Stock Option Scheme - 2000.
 
 Details required to be provided under the Securities and Exchange Board
 of India (Employee Stock Option Scheme and Employee Stock Purchase
 Scheme) Guidelines, 1999 are set out in Annexure I to this Report.
 
 Industrial Relations
 
 A cordial Industrial Relations environment prevailed at all the
 manufacturing units across your Company during the year under review.
 The focus has been on propagating proactive and employee centric shop
 floor practices, quick grievance resolution mechanisms and alignment to
 overall business goals thus ensuring no loss of production in Financial
 Year 2012. Propagating employee engagement as a business imperative and
 the belief that highly engaged employees deliver exceptional
 performance has resulted in record production in Financial Year 2012.
 
 Over the last few years, your Company has provided an impetus to
 enhancing capabilities at the shop floor - beyond the immediate
 technical skills which is usually undertaken. Operators are trained and
 encouraged to work in Teams for resolving quality concerns, reducing
 cost, improving safety and efficiency. For the year under review, the
 workmen generated over 10 ideas per person towards this cause.
 
 In a restructuring exercise to right size the workforce during the year
 under review, your Company accepted Voluntary Retirement from 28
 employees at Igatpuri Plant of the Automotive Division. The ''Management
 Discussion and Analysis Report'' shares an overview of the developments
 in Human Resources/Industrial Relations during the year.
 
 Safety, Occupational Health and Environment
 
 Your Company continues to demonstrate a strong commitment towards
 Safety, Health and Environment and as a part of the same, multiple
 measures and actions through safety Kaizens and Poka Yoke''s were
 undertaken during the year under review. Through its well-established
 Safety, Occupational Health & Environmental Policy, the objectives and
 targets derived are supported by respective Management Programs.
 
 Among the core organisational values is the Safety & Occupational
 Health of employees of the Company. The Policy inter alia covers and
 ensures safety of public, employees, plant and equipment, ensures
 compliance on a monthly basis, imparting training to all its employees
 and stakeholders as per training calendar, carrying out statutory
 safety assurance and audits of its facilities as per legal
 requirements, conducting regular internal and external medical and
 occupational check-up of its employees and promoting health-friendly
 sustainable activities.
 
 Ongoing initiatives like Road Safety Week, Safety Week and Fire Service
 Day are organised, coupled with Safety Audits/Inspection and Safety
 awareness training with benchmarks on overall safety performance.
 
 Regular Occupational Health Examination Camps, medical check-ups,
 consultation and counselling were organised to monitor employees and
 contract workmen.
 
 Through stakeholders'' engagement and employees'' involvement, your
 Company demonstrates its road map on the fundamentals of Planet, People
 and Profit. Various path breaking projects have been implemented by
 your Company in the areas of Air Pollution Management, Water and Waste
 Water Management, Solid Waste Management and Greenbelt Development.
 
 Subsequent to the year end, a fire broke out in one of the storage
 areas pertaining to manufacturing of Scorpio/Xylo TCF lines of the
 Company''s Automotive Plant 1 at Nasik. The fire was confined to this
 specific area and there has been no casualty. The Plant assets are
 adequately covered by insurance. Post the incident, necessary actions
 were taken to restore normalcy of operations and recover lost
 production. Further, the Company has strengthened the safety and fire
 audit procedures across all its locations.
 
 Certifications / Re-certifications
 
 Your Company''s commitment to the environment stems from the Mahindra
 Group''s abiding concern for Stakeholder engagement in and around the
 Society. The nature of operations has a low impact on the environment
 as your Company has implemented an Environment Management System
 wherein a healthy work environment is provided to its employees and
 environment friendly businesses are conducted.  Besides, to bring cross
 cultural sensitivity of the Company''s business associates, promotional
 activity towards increasing the awareness on Green Supply Chain
 Management in the vendor community has also been initiated. Through the
 Sustainability Reporting System, your Company annually revises its
 objectives and targets and helps in continually improving its air
 quality by controlling emissions, water pollution and minimising waste
 from its processes.
 
 Implementation of the Safety, Occupational Health & Environment
 Management System Standard has been re-enforced by way of a
 re-certification process towards the Company''s commitment to Safety,
 Occupational Health and Environment of the highest levels.  All Plants
 of the Automotive and Farm Division have been certified under OHSAS
 18001: 2007 & EMS ISO 14001: 2004. The EMS & OHSAS systems aim to
 eliminate or minimise risk and environmental impact on employees and
 other interested parties who may be exposed to Occupational Safety
 risks/impacts associated with its activities.  Sustainable development
 is promoted across the Divisions through sharing of best practices and
 monitoring mechanism of the Policy in the fields of Safety,
 Occupational Health & Environment.
 
 Corporate Social Responsibility
 
 Last year the Mahindra Group introduced ''Rise'' to the world, a symbol
 of Mahindra''s dedication to continual improvement within ourselves and
 in the communities the Group touches. Your Company kept to its
 commitment of spending 1% of its Profit After Tax to drive positive
 change in the communities where it operates. While education remains
 the focus area as can be seen in the Corporate Social Responsibility
 (CSR) initiatives listed below, environment and health are also areas
 your Company has invested in, especially through the Hariyali project
 and sponsoring of the Lifeline Express.
 
 Some of the major CSR initiatives the Company has invested in during
 2011-2012 are described below:
 
 A.  Nanhi Kali
 
 Bearing in mind the millennium development goals, the Mahindra Group
 has been supporting the cause of Girl Child education for many years
 through investing in Nanhi Kali, a project that supports the education
 of underprivileged girl children. During the last financial year,
 74,383 girls across 9 states in India were provided academic and
 material support, of which, the Mahindra Group supports the education
 of 27,887 Nanhi Kalis. Significant outcomes include curtailing drop out
 of girls from school to less than 10% and a 20% increase in learning
 outcomes across all project areas.
 
 B.  Mahindra Pride Schools
 
 Your Company continues to support the Government mandate for
 affirmative action by providing youth from socially disadvantaged
 sections of Society with livelihood training through the Mahindra Pride
 Schools. 3,830 students from socially disadvantaged sections of Society
 have been provided training at the 3 Mahindra Pride Schools in Pune,
 Chennai and Patna. The students are being trained in three areas of
 Hospitality, Craft, Information Technology Enabled Services (ITES - for
 BPOs and KPOs) and Customer Relationship Management. The highlight of
 the placement process has been 100% placement of students in lucrative
 jobs.
 
 C.  Scholarships and Grants
 
 Your Company established various scholarships which have helped
 transform the lives of youth. These scholarships range from rewarding
 excellence in academics in 35 schools to providing vocational
 scholarship to students from disadvantaged sections of Society, to
 providing interest free loan scholarship to students who wish to pursue
 post graduate studies overseas. During the year under review, almost
 2,100 students benefitted from these scholarships. Your Company is also
 supporting 28 Mumbai Public Schools which provide quality English
 medium education to students from the lower socio- economic strata of
 society.
 
 Your Company also plans on carrying out Relief and Rehabilitation work
 at the cyclone affected areas of Tamil Nadu. The Mahindra Group will
 construct houses and associated infrastructural facilities such as
 water supply, sanitation, rain water harvesting facilities, etc. in the
 severely affected villages.
 
 Employee Social Options
 
 The Esops initiative which was undertaken in the year 2005 on the 60th
 year of the Company has now become a rising movement within the
 Company. Esops here stands for Employee Social Options, a systematic
 employee volunteering Programme under the CSR initiatives.
 
 Esops for the Mahindra-ites means sharing a part of your time to help
 the less fortunate. It implies looking beyond oneself. It means sharing
 one''s skills to make society healthier, cleaner, greener, more literate
 and hence more sustainable.
 
 Esops is a set of social work volunteering options that are created and
 implemented exclusively by employees themselves based on the needs of
 underprivileged communities in and around their areas of operation. In
 a way, it is each employee''s personal CSR.
 
 Esops enables the Mahindra workforce to collectively donate thousands
 of person-hours for various social projects, in the three focused areas
 of Education, Health and Environment, making social work an integral
 part of their lives. Esops, a way of giving back to society, delivers
 not only a Management value but also a Team value.
 
 Some of the notable Esops initiatives this year were the Lifeline
 Express at Haridwar in Uttarakhand and at Rajgir in Bihar where jointly
 4,429 people were either surgically treated or given medicines and
 appliances free of cost, Mahindra Hariyali for planting more than 1.2
 million trees, Esops Awards - 2011, Esops Star Performers Awards, etc.
 
 The other Esops activities included numerous initiatives in Education,
 Health, Environment and others having short term as well as long term
 impact on the beneficiaries or society at large.
 
 ''Sustainability'' Initiative
 
 Your Company continued with its journey on sustainable development with
 conscious efforts to minimise the environmental impact caused by
 products & processes and simultaneously taking responsibility to enable
 communities to Rise without losing focus on economic performance. The
 triple bottom line performance for 2010-11 was published in accordance
 with the latest guidelines of the internationally accepted Global
 Reporting Initiative or the GRI standards. As in case of the previous
 three Reports, this Report was also externally assured by Ernst & Young
 with an A  rating and GRI checked. The Report for the year 2011-12 is
 under preparation and will be ready for release shortly.
 
 In order to follow a structured path towards sustainable development,
 in 2008-2009 your Company has devised a road map with seven commitments
 for reducing the environmental footprint of its operations. So far, all
 targets have been surpassed. A percentage reduction in energy and water
 consumption as well as GHG emission was recorded in the Automotive as
 well as the Farm Division, as compared to the previous year. This was
 the result of the continuous improvement approach followed at the plant
 level.
 
 After four years into this journey, your Company''s operations have
 naturally aligned itself to the National Agenda on Climate Change
 articulated through the National Action Plan for Climate Change
 (NAPCC). Business models have been created that support the missions
 under the NAPCC e.g. the conscious progression from Farm Equipment
 Manufacturing to Farm Prosperity which directly addresses the National
 Mission for Sustainable Agriculture. Entry into the renewable energy
 segment is in keeping with the National Solar mission. Constant
 improvements in energy and water efficiencies support the National
 Mission for enhanced energy efficiency and Water Mission. These are
 humble contributions to National goals, which your Company is committed
 to pursue.
 
 This transparency about the impact of business on environment and local
 communities has made your Company secure first place in the Standard &
 Poor ESG India Index 2011 amongst the top 50 best performing companies
 on the Stock Market. Your Company also had the distinction of receiving
 an invitation to participate in the Dow Jones Sustainability Index
 (DJSI) 2011, in the category of Industrial Engineering. Your
 Company''s performance under each of the three dimensions, i.e.
 Economic, Environmental and Social, is above the average score of all
 companies rated in the category.
 
 Over the years, Alternative Thinking has been ingrained in your
 Company. It is also one of the three brand pillars of Rise. Processes,
 Products and People, all are driven by Alternative Thinking. It is
 helping your Company not only in rising to emerging challenges but also
 in translating them into opportunities. This transformative power stems
 from your Company''s commitment to create a sustainable enterprise,
 which in turn is derived from the Group''s purpose - to enable people to
 Rise.
 
 Directors
 
 At the Meeting of the Board of Directors of the Company held on 30th
 May, 2012, the Chairman Mr. Keshub Mahindra expressed his intention to
 relinquish his position as Chairman and Director of the Company and
 requested the Board to accept this request and make his retirement as
 Chairman and Director of the Company effective at the conclusion of the
 next Annual General Meeting.
 
 The Board with great reluctance and utmost regret accepted the
 Chairman''s request to relinquish his office as Chairman and Director of
 the Company at the conclusion of the 66th Annual General Meeting of the
 Shareholders which is scheduled to be held on 8th August, 2012.  The
 Board however, requested the Chairman to accept the position as
 Chairman Emeritus of the Company so that his advice and guidance would
 continue to be available to the Company. The Chairman thanked the Board
 and stated that this would indeed be a great honour which he would
 accept with humility.
 
 The Board Members unanimously complimented the Chairman on the
 illustrious services rendered by him to the Company, the Industry and
 the Nation. The Board recalled that Mr. Keshub Mahindra joined the
 Board in 1948 and became the Chairman in 1963. His continued Membership
 of the Board for a little over six decades and as Chairman for close to
 50 years is unparalleled in the annals of Corporate History.
 
 During this period, the Mahindra Group grew from a manufacturer of
 automobiles to a federation of companies operating in a range of
 businesses which include automobiles, tractors, auto components,
 information technology, real estate, financial services and
 hospitality.  Over the years, the Company under his leadership
 successfully created business alliances with global majors such as the
 Willys Corporation, Mitsubishi, International Harvester, United
 Technologies, British Telecom, Ford, Renault and many others, laying
 the foundation for the emergence of the Group as an Indian
 multi-national.
 
 While pursuing the growth objectives of the Company, Mr. Keshub
 Mahindra never lost sight of the larger interests of the nation. Even
 before the buzz word of Corporate Social Responsibility came into vogue
 in the Corporate World, the Mahindra Group quietly and unobtrusively
 developed a high sense of philanthropy on a wide range of social issues
 and more particularly education to benefit diverse sections of the
 Society.
 
 An important contribution of the Chairman had been to develop and
 mentor a broad range of leaders in the Company to carry on the legacy
 inherited over six decades of exceptional governance.  The depth of
 managerial talent that is available in the Company has been a major
 factor for the continued growth of the Company.
 
 The Board Members placed on record their deep sense of gratitude and
 appreciation for all that Mr. Keshub Mahindra had given to the Company
 during the last six decades and wished him continued good health and
 active retirement for years to come.
 
 In the light of Mr. Keshub Mahindra relinquishing his office as the
 Chairman and Director of the Company, the Board after due deliberations
 unanimously decided that Mr. Anand G. Mahindra, Vice- Chairman and
 Managing Director of the Company, in recognition of the immense
 contribution that he had made to the growth of the Company and the vast
 experience that he had gathered during his over two decades of
 association with the Company, be elevated to the position of the
 Chairman. The appointment of Mr. Anand G.  Mahindra as the Chairman
 would become effective after Mr. Keshub Mahindra ceases to be the
 Chairman and Director at the conclusion of the forthcoming Annual
 General Meeting scheduled to be held on 8th August, 2012 and Mr. Anand
 G. Mahindra would thereafter function as the Chairman and Managing
 Director of the Company.
 
 Mr. Anand G. Mahindra commenced his professional career with Mahindra
 Ugine Steel Company Limited in 1989 and then joined the Company in 1991
 as Deputy Managing Director. He has been largely credited for the
 Company''s diversification into new businesses viz.  real estate and
 hospitality management. In April, 1997, Mr. Anand G.  Mahindra was
 appointed as Managing Director and in January, 2001 was given
 additional responsibility of Vice-Chairman.
 
 Life Insurance Corporation of India withdrew the nomination of Mr. Arun
 Kanti Dasgupta, as a Nominee Director with effect from 9th August,
 2011. Consequently, Mr. Dasgupta ceased to be a Director of the
 Company.
 
 The Board has placed on record its sincere appreciation of the valuable
 services rendered by Mr. Dasgupta during his tenure as a Director of
 the Company.
 
 Mr. Deepak S. Parekh, Mr. A. K. Nanda, Mr. Narayanan Vaghul and Mr. R.
 K. Kulkarni retire by rotation and, being eligible, offer themselves
 for re-appointment.
 
 The Board of Directors at its Meeting held on 20th March, 2012 have
 pursuant to the approval of the Governance, Remuneration and Nomination
 Committee of the Board and subject to the approval of the Members to be
 obtained at the ensuing Annual General Meeting of the Company,
 re-appointed Mr. Anand G. Mahindra as the Managing Director for a
 period of 5 years with effect from 4th April, 2012 to 3rd April, 2017
 and Mr. Bharat Doshi as the Executive Director for a period with effect
 from 28th August, 2012 to 31st March, 2015.
 
 Pursuant to the recommendation of the Governance, Remuneration and
 Nomination Committee, Dr. Vishakha N. Desai and Mr. Vikram Singh Mehta
 were appointed as Additional Directors of the Company with effect from
 30th May, 2012 at the Meeting of the Board of Directors of the Company
 held on 30th May, 2012.
 
 Dr. Vishakha N. Desai is President and CEO of Asia Society, a leading
 global organisation committed to strengthening partnerships among the
 people, leaders and institutions of Asia and the United States. Dr.
 Desai holds a B.A. in Political Science from Bombay University and an
 M.A. and Ph.D. in Asian Art History from the University of Michigan.
 
 Mr. Vikram Singh Mehta is the Chairman of the Shell Group of Companies
 in India since 1994. Mr. Mehta completed his Bachelors'' Degree in
 Mathematics (Hons.) from St. Stephens College, Delhi University. He
 also has a Master''s Degree in Politics and Economics (Hons.) from
 Magdalen College, Oxford University, UK and a Master''s Degree in Energy
 Economics from the Fletcher School of Law and Diplomacy, Tufts
 University in USA.
 
 Dr. Desai and Mr. Mehta hold office upto the date of the ensuing Annual
 General Meeting of the Company.
 
 The Company has received a Notice from a Member signifying his
 intention to propose Dr. Desai and Mr. Mehta for the office of
 Directors at the forthcoming Annual General Meeting.
 
 Directors'' Responsibility Statement
 
 Pursuant to section 217(2AA) of the Companies Act, 1956, your
 Directors, based on the representations received from the Operating
 Management, and after due enquiry, confirm that:
 
 (i) in the prepara47tion of the annual accounts, the applicable
 accounting standards have been followed;
 
 (ii) they have, in the selection of the accounting policies, consulted
 the Statutory Auditors and these have been applied consistently and
 reasonable and prudent judgments and estimates have been made so as to
 give a true and fair view of the state of affairs of the Company as at
 31st March, 2012 and of the profit of the Company for the year ended on
 that date;
 
 (iii) proper and sufficient care has been taken for the maintenance of
 adequate accounting records in accordance with the provisions of the
 Companies Act, 1956 for safeguarding the assets of the Company and for
 preventing and detecting fraud and other irregularities;
 
 (iv) the annual accounts have been prepared on a going concern basis.
 
 Subsidiary Companies
 
 The subsidiary companies of your Company continue to contribute to the
 overall growth of the Company. Major subsidiaries such as Mahindra &
 Mahindra Financial Services Limited with a 30.6% growth in its
 consolidated profits and Mahindra Lifespace Developers Limited with a
 10.1% growth in its consolidated profits deserve special mention. The
 consolidated Group Profit for the year after exceptional items, prior
 period adjustments and tax and after deducting minority interests is
 Rs.3,126.66 crores as against Rs.3,079.73 crores earned in the previous
 year.
 
 During the year under review, Bristlecone International AG, EPC
 Industrie Limited, Mahindra Telecommunications Investment Private
 Limited, Navyug Special Steel Private Limited, Bell Tower Resorts
 Private Limited, Mahindra Racing S.r.l. and Swaraj Automotives Limited
 became subsidiaries of your Company.
 
 During the year under review, Engines Engineering S.r.l., Eff
 Engineering S.r.l. and Gipp Aero International Pty. Limited ceased to
 be subsidiaries of the Company.
 
 Subsequent to the year end, Mahindra Defence Naval Systems Private
 Limited was formed as a wholly owned subsidiary of your Company.
 
 The Statement pursuant to section 212 of the Companies Act, 1956
 containing details of the Company''s subsidiaries is attached.
 
 In accordance with the General Circular issued by the Ministry of
 Corporate Affairs, Government of India, the Balance Sheet, Profit and
 Loss Account and other documents of the subsidiary companies are not
 being attached with the Balance Sheet of the Company. The Company will
 make available the Annual Accounts of the subsidiary companies and the
 related detailed information to any Member of the Company who may be
 interested in obtaining the same. Further, the Annual Accounts of the
 subsidiaries would also be available for inspection by any Member at
 the Head Office of the Company and at the Office of the respective
 subsidiary companies, during working hours upto the date of the Annual
 General Meeting.
 
 Consolidated Financial Statements
 
 The Consolidated Financial Statements of the Company and its
 subsidiaries, prepared in accordance with Accounting Standard AS21 form
 part of this Annual Report.
 
 The Consolidated Financial Statements presented by the Company include
 the financial results of its subsidiary companies, associates and joint
 ventures.
 
 Auditors
 
 Messrs Deloitte Haskins & Sells, Chartered Accountants, retire as
 Auditors of the Company and have given their consent for
 re-appointment. The Members would be required to elect Auditors for the
 current year and fix their remuneration.
 
 As required under the provisions of section 224(1B) of the Companies
 Act, 1956, the Company has obtained a written Certificate from the
 above Auditors proposed to be re-appointed to the effect that their
 re-appointment, if made, would be in conformity with the limits
 specified in the said section.
 
 Cost Auditors
 
 As per the Order of the Central Government and in pursuance of section
 233B of the Companies Act, 1956, your Company carries out an audit of
 its cost records. The due date for filing of the Cost Audit Report with
 the Ministry of Corporate Affairs for the Financial Year ended 31st
 March, 2011 was 30th September, 2011. The Reports were filed on 14th
 September, 2011 for the Farm Equipment Sector and 20th September, 2011
 for Motor Vehicles. The Central Government has approved the appointment
 of M/s. N. I. Mehta & Co., Cost Accountants as Cost Auditors for
 conducting Cost Audit for the Financial Year 2011-12.
 
 Pursuant to section 233B(2) of the Companies Act, 1956, the Board of
 Directors on the recommendation of the Audit Committee appointed M/s.
 N. I. Mehta & Co., Cost Accountants, as the Cost Auditors of the
 Company for the Financial Year 2013. M/s. N. I. Mehta & Co. have
 confirmed that their appointment, is within the limits of section
 224(1B) of the Companies Act, 1956 and have also certified that they
 are free from any disqualifications specified under section 233B(5)
 read with section 224 and sub section (3) or sub section (4) of section
 226 of the Companies Act, 1956.
 
 The Audit Committee has also received a Certificate from the Cost
 Auditor certifying their independence and arm''s length relationship
 with the Company.
 
 Public Deposits and Loans/Advances
 
 Out of the total 10,553 deposits of Rs.7,805.20 lakhs from the Public
 and Shareholders as at 31st March, 2012, 437 deposits amounting to
 Rs.190.84 lakhs had matured and had not been claimed as at the end of
 the Financial Year. Since then, 205 of these deposits of the value of
 Rs.104.73 lakhs have been claimed.
 
 The particulars of loans/advances and investment in its own shares by
 listed companies, their subsidiaries, associates, etc., required to be
 disclosed in the Annual Accounts of the Company pursuant to Clause 32
 of the Listing Agreement are furnished separately.
 
 Current Year
 
 During the period 1st April, 2012 to 29th May, 2012, 56,811 vehicles
 (including Verito) were despatched as against 52,304 vehicles
 (including Verito) during the corresponding period in the previous
 year. During the same period, 35,779 tractors were despatched as
 against 40,971 tractors despatched during the corresponding period in
 the previous year.
 
 Looking forward, your Company expects the economic environment in
 2012-13 to be as, if not more challenging than that in 2011-12.  The
 risks of a full fledged crisis in the euro zone are high and rising,
 the US economic recovery is looking increasingly more fragile, China is
 slowing and financial markets are in a state of flux. At the same time,
 weak domestic macros and partisan coalition politics continue to
 constrain policy actions needed to support growth amidst a
 deteriorating global environment. While falling commodity and oil
 prices may provide some relief, the depreciation in the external value
 of the rupee is likely to limit beneficial impact on domestic
 operations.  The near term outlook on the economy, thus, is cautious
 and watchful.
 
 Whilst the economic terrain looks rough at present, your Company is
 confident that it will, through a relentless focus on customer delight,
 new product introduction, process innovation and cost controls,
 successfully negotiate the economic challenges that lie ahead.
 
 Energy Conservation, Technology Absorption and Foreign Exchange
 Earnings and Outgo
 
 Particulars required to be disclosed under the Companies (Disclosure of
 Particulars in the Report of Board of Directors) Rules, 1988 are set
 out in Annexure II to this Report.
 
 Particulars of Employees
 
 The Company had 159 employees who were in receipt of remuneration of
 not less than Rs.60,00,000 during the year ended 31st March, 2012 or
 not less than Rs.5,00,000 per month during any part of the said year.
 However, as per the provisions of section 219(1 )(b)(iv) of the
 Companies Act, 1956, the Directors'' Report and Accounts are being sent
 to all the Members of the Company excluding the Statement of
 particulars of employees. Any Member interested in obtaining a copy of
 the Statement may write to the Company Secretary of the Company.
 
 
                                       For and on behalf of the Board
 
                                                      KESHUB MAHINDRA
 
                                                             Chairman
 
 Mumbai, 30th May, 2012