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Minda Corporation Ltd.

BSE: 538962 Sector: Auto
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OPEN 174.70
VOLUME 13293
52-Week high 229.00
52-Week low 90.50
P/E 58.99
Mkt Cap.(Rs cr) 3,679
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 174.70
CLOSE 179.80
VOLUME 13293
52-Week high 229.00
52-Week low 90.50
P/E 58.99
Mkt Cap.(Rs cr) 3,679
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Minda Corporation Ltd. (MINDACORP) - Director Report

Company director report

Your Directors have pleasure in presenting the 32nd Annual Report on the business andoperations of the Company together with the audited financial statements for the financialyear ended March 31 2017.


(Amount Rs. in Lacs)

PARTICULARS Standalone Consolidated
31.03.2017 31.03.2016 31.03.2017 31.03.2016
Sales/ Income from operations 77311 70469 296204 244552
Other Income 1481 433 4627 1729
Profit before Interest Depreciation & Exceptional Item 9177 8752 22383 24065
Interest 771 396 4093 3338
Depreciation 1951 1848 8472 7446
Exceptional Item - 231 1373
Profit Before Tax 6455 6508 10049 14654
Provision for Taxation 876 1815 3404 3764
Deferred tax liability/ (assets) 260 46 (96) (107)
Net Profit before share in associate and minority interest 5319 4648 6741 10997
Share of Profit in Associate - - - 28
Share in Minority Interest - - (2867) 298
Profit for the year 5319 4648 9608 10727
Brought forward Profit 17737 16895 31927 25298
Total Profit available for appropriation 23141 21543 41620 36025


Standalone Financials: During the year under review your Company has achieved aturnover of Rs. 77311 Lacs against Rs. 70469 Lacs during previous year registering agrowth of 9.71% over the previous year. The Company reported a Net Profit of Rs. 5319Lacs as against Rs. 4648 Lacs earned during previous year.

Consolidated Financials: During the year under review your Company has achieved aconsolidated turnover of 296204


Lacs against Rs. 244552 Lacs during previous year registering a growth of 21.12% overthe previous year. The Company reported a Net Profit of Rs. 9608 Lacs as against Rs.10727 Lacs earned during previous year.

The Operational Performance of the Company has been extensively covered in theManagement Discussion and Analysis which form part of this Directors’ Report


Greenfield Plant at Mexico

Minda KTSN Plastic Solutions Mexico S. de R.L. de C.V. (LLP) Mexico a step downsubsidiary of the Company has started its manufacturing facility at Queretaro IndustrialPark-II Puerto Mexico in April 2017.

New Die Casting Plant at Pune

Minda Corporation is setting up its 3rd Die Casting Plant in Chakan Pune which isheaded for expected completion in FY 2017-18.

Joint Venture with SBHAP China (a BAIC Group Subsidiary)

In August 2016 Minda KTSN Plastic Solutions GmbH & Co. KG Germany a wholly ownedsubsidiary of your company has entered into a 50:50 Joint Venture with Shandong Beiqi HaiHua Automobile Parts Co. Ltd China (a BAIC Group Subsidiary).

Spark Minda Technical Centre (SMIT) Pune

During the year under review your Company has established a new state-of-the-artR&D facility in Pune India to serve as R&D backbone with contemporaryinfrastructure for Electronics and Mechatronics for Automotive.

Acquisition of Panalfa Autoelektrik Ltd

Your Company has acquired Panalfa Autoelektrik Ltd. in April 2016. Panalfa Autoelektrikwas re-named as ‘Minda Autoelektrik Limited' w.e.f. 03rd June 2016. Manufacturingfacility of Minda Autoelektrik Limited is located at Bawal Haryana. It primarilymanufactures ‘Starter Motors’ and ‘Alternators’ for CommercialVehicles Agriculture Machineries and Construction Equipments etc. These products aresupplied to OEMs in India and also exported to the U.S. and European markets.

Credit Rating assigned by India Ratings & Research (Ind-Ra)

India Ratings and Research (Ind-Ra) a Fitch Group Company has assigned credit ratingsto Minda Corporation Limited in November 2016 as given below:

Instruments Ratings
Long-Term Funds IND A+/ Stable
Short-Term Funds IND A1+
Commercial paper IND A1+


The Board of Directors of your Company has recommended a final dividend of Rs. 0.30(i.e.15%) per equity share (Face Value Rs. 2 each) for 2016-17. The dividend proposal issubject to the approval of members at the ensuing Annual General Meeting scheduled to beheld on August 21 2017. The dividend if approved at the ensuing AGM shall be paid to theeligible members within the stipulated time period. This is in addition to interimdividend of Rs. 0.20 ( i.e 10%) per equity share declared by the Board in its meeting heldon February 13 2017. The total dividend for FY2016-17 aggregates to Rs. 0.50 (i.e25%) per equity share which is same as compared to the last year.

Your Directors have further recommended final dividend on 240000 – 0.001%Cumulative Redeemable Preference Shares of Rs. 800/- each @ 0.001%.


The Paid-up Equity Share Capital as on 31st March 2017 was 209311640 Equity Share @Rs. 2 face value. During the year under review the Company has not issued any shares.


For the Financial Year under review your Directors have recommended the transfer of Rs.532 Lacs to the General Reserve from the profits of the Company as against Rs. 465Lacs transferred in the previous year.


In line with Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements)(Second Amendment) Regulations 2016 your Company has formulated a Dividend DistributionPolicy which is available at Company’s website i.e.


Your Company has taken approval from shareholders of the Company through Postal Ballotconcluded on February 13 2017 to create offer issue and allot from time to time to orbenefit of such person(s) who are in permanent employment of the Company and itssubsidiary Company whether working in India or out of India including any Director ofthe Company whether whole time or otherwise excluding the Independent Directors. Theoptions exercisable upto 5341840 (Fifty Three Lacs Forty One Thousand Eight HundredForty) equity shares of the Company of face value Rs. 2/- (Rupees Two Only) each underESOP Scheme 2017 in one or more tranches and on such terms and conditions as may befixed or determined by the Board and Nomination and Remuneration Committee in accordancewith the provisions of the law or guidelines issued by the relevant Authority. Furtherduring the year under review the Nomination and Remuneration Committee of the Company hasissued grant of 2700000 (twenty seven Lacs) stock options to the eligible employees ofMinda Corporation Limited and its subsidiaries under the ESOP Scheme 2017 in its meetingheld on March 07 2017. The vesting Schedule will be from April 01 2018 to April 01 2021and option may be exercised within a period of one year from the date of vesting. Noemployee was issued Stock Option during the year equal to or exceeding 1% of the issuedcapital of the Company at the time of grant. Exercise price of Stock Option is Rs. 50/-per Stock Option.

The applicable disclosures as stipulated under Regulation 14 of SEBI (Share BasedEmployee Benefits) Regulations 2014 with regard to Employees Stock Option Plan of theCompany are available at Company’s website i.e.


The Company has neither invited nor accepted any deposits from the public fallingwithin the preview of section 73 of the Act read with the Companies (Acceptance ofDeposits) Rule 2014 during the year. There is no unclaimed or unpaid deposit lying withthe Company.


‘Management Discussion and Analysis Report (MD&A)’ for the year underreview as stipulated under Regulation 34 of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 is presented in aseparate section forming part of this Annual Report.


Your Company follows the highest standards of Corporate Governance practices. Itadheres to and has implemented the requirements set out by SEBI’s CorporateGovernance norms. A separate section on Corporate Governance forms a part of theDirectors’ Report. A certificate confirming the compliance of conditions of CorporateGovernance as stipulated in SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 from Sanjay Grover & Associates practicing Company Secretaries isforming part of this Annual Report.


In accordance with the Companies Act 2013 ("the Act") and AccountingStandard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accountingfor Investments in Associates and AS - 27 on Financial Reporting of Interests in JointVentures the audited consolidated financial statement is provided in the Annual Report.

The performance of the Company on consolidated basis is also discussed at length in theManagement Discussion and Analysis.


In accordance with the provisions of the Companies Act 2013 and Articles ofAssociation of the Company Mr. Sudhir Kashyap Director of the Company retires byrotation and being eligible offers himself for re-appointment. The details of theDirectors being recommended for re-appointment are included in the accompanying notice ofthe ensuing Annual General Meeting.

During the year under review Mr. S.B Mathur Ms. Thankom T. Mathew and Mr. LaxmanRamnarayan have resigned from the directorship of the Company w.e.f June 20 2016November 10 2016 and March 24 2017 respectively. The Board placed on record its deepappreciation to the contribution made by them during their tenure as Director of theCompany and wished them success happiness and best of health in life. Mr. LaxmanRamnarayan has been appointed as Additional Director of the Company w.e.f May 24 2017subject to the approval of shareholders in ensuing Annual General Meeting. Mr. Laxman hasabout 25 years of experience in the areas like Finance Merger & Acquisition andPrivate equity. Mr. Laxman is MBA in Finance and also a qualified CWA. He has earlierworked with Kotak Private Equity Group and Kotak Investment Bank. Mr. Laxman Ramnarayan isalso holding the position of Group President - Finance in Minda Management ServicesLimited a wholly owned subsidiary of the Company.

Ms. Pratima Ram has also been appointed as an Additional Director (Independentcategory) of the Company for a period of 5 (five) years to hold office w.e.f. November 102016 subject to the approval of shareholders in ensuing Annual General Meeting. Ms.Pratima Ram is having vast and rich experience in the field of financial sector.Presently Ms. Pratima Ram is serving on the Board of leading corporate and financialservices companies. 14 Brief resume of the above Directors nature of their expertise infunctional areas and the name of the companies in which they hold the Directorship and theChairmanship/Membership of the Committees of the Board as stipulated under SEBI (Listing15 Obligations and Disclosure Requirements) Regulations 2015 the Companies Act 2013 andapplicable Secretarial Standards are given as Annexure to the notice convening the AnnualGeneral Meeting.

Declaration by Independent Directors

All Independent Directors have given declarations to the effect that they meet thecriteria of independence as laid down under Section 149(6) of the Companies Act 2013. Inthe opinion of the Board Independent Directors fulfill the conditions specified in theAct Rules made thereunder and Listing Regulations and are independent of the management.

Board Evaluation

Pursuant to the corporate governance requirements as prescribed in the Companies Act2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 theBoard of Directors has carried out an annual evaluation of its own performance BoardCommittees and of individual directors. In a separate meeting of independent directorsperformance of non-independent directors performance of the Board as a whole performanceof the Committee(s) of the Board and performance of the Chairman was evaluated takinginto the account views of other directors. Performance evaluation of independent directorswas done by the entire board excluding the independent director being evaluated.

Board Meetings

The calendar of Board Meetings was prepared and circulated in advance to the Directors.

During the year seven Board Meetings and six Audit Committee Meetings were convened andheld. The details of which are given in the Corporate Governance Report. The interveninggap between the Meetings was within the period prescribed under the Companies Act 2013.

Committees of the Board

As on March 31 2017 the Board had 4 (four) Committees viz. Audit CommitteeNomination and Remuneration Committee Stakeholder Relationship Committee & CorporateSocial Responsibility Committee. A detailed note on the composition of the Board and itscommittees is provided in the corporate governance report section of this Annual Report.

Policy on Directors’ appointment and remuneration

Pursuant to the provisions of section 134(3)(e) and Section 178(3) of the CompaniesAct 2013 Act and the SEBI Listing Regulations the policy of the Company onDirectors’ appointment and remuneration including the criteria for determiningqualification positive attributes independence of directors and other matters areattached at Annexure-I & Annexure-II.


The Registered office of the Company has been shifted from 36-A Rajasthan Udyog NagarDelhi-110033 to A-15 Ashok Vihar Phase-I Delhi-110052 w.e.f. December 01 2016.


Pursuant to the requirement under Section 134(5) of the Companies Act 2013 withrespect to Directors’ Responsibility Statement your Directors confirm: a) That inthe preparation of the annual accounts the applicable accounting standards have beenfollowed and no material departure was made for the same; b) That Directors have selectedsuch accounting policies and applied them consistently and made judgments and estimatesthat are reasonable and prudent so as to give a true and fair view of the state of affairsof the Company at the end of the financial year and of the profit of the Company for theperiod ended on March 31 2017; c) That Directors have taken proper and sufficient carefor the maintenance of adequate accounting records in accordance with the provisions ofCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; d) That the annual financial statements havebeen prepared on a going concern basis; e) That proper internal financial controls were inplace and that the financial controls were adequate and were operating effectively; f)Those proper systems had been devised to ensure compliance with the provisions of allapplicable laws and were adequate and operating effectively.


There has been no change in the nature of business of your Company during the yearunder review.


The Company has in place a comprehensive Code of Conduct (the Code) applicable toDirectors Independent Directors and Senior Management Personnel. The Code gives guidanceand support needed for ethical conduct of business and compliance of law. A copy of theCode is available on the Company’s website at the link: pdf. The Chairman & Group CEO ofthe Company has given a declaration that the member of board of directors and seniormanagement personnel have affirmed compliance with the code of conduct of the board ofdirectors and senior management in terms of Schedule V (D) of the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015.


All Related Party Transactions that were entered into during the financial year endedon March 31 2017 were on an arm’s length basis in the ordinary course of businessunder Section 188(1) of the Act and the Listing Regulations. There were no materiallysignificant Related Party Transactions made by the Company during the year that would haverequired Shareholder approval under the Listing Regulations. Details of the transactionswith Related Parties are provided in the accompanying financial statements in compliancewith the provision of Section 134(3)(h) of the Act. The policy on Related PartyTransactions as approved by the Board may be accessed on the Company’s website at thelink: Transactions%20Policy.pdf


Pursuant to Section 134(3)(g) of the Companies Act 2013 particulars of loansguarantees or investments and securities provided under Section 186 of the Companies Act2013 along with the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient are provided in the standalone financial statement (Please referto Note 2.12 2.13 & 2.29(B) to the standalone financial statement).


Your Company has the policy of giving back to the society and has carried a host of CSRactivities this year. In line with the requirement of Section 135 of the Companies Act2013 your company having a Corporate Social Responsibility Committee. The details ofCommittee and the term of reference are provided in corporate governance report. The CSRPolicy of the Company is available on its website at the link: Responsibility1.pdf.

Spark Minda Foundation (A wholly owned subsidiary of the Company) a non profit companyregistered under Section 8 of the Companies Act 2013 is the implementing agency forimplementation of CSR activities.

A robust system of reporting and monitoring has been put in place to ensure effectiveimplementation of planned CSR initiatives. During the year the Company has spent Rs.97.04 Lacs on CSR activities as annexed herewith Annexure-III to this report. Adetailed discussion on CSR Projects and initiatives are included as a separate section inthe Annual Report.


The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3) (m) of the Companies Act 2013 readwith Rule 8 of The Companies (Accounts) Rules 2014 is annexed herewith as Annexure-IVto this Report.


The extract of the Annual Return in form MGT 9 is annexed herewith as Annexure-V tothis Report.


In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 astatement showing the names and other particulars of the employees drawing remuneration inexcess of the limits set out in the said rules are provided in the Annual Report.Disclosures pertaining to remuneration and other details as required under Section 197(12)of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are provided in this report. The ratio of remunerationof each Director to the median employee’s remuneration and other details in terms ofSection 197(12) of the Companies Act 2013 read with rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed as part ofthis report at Annexure-VI.


At the Annual General Meeting held on September 22 2016 B S R & Co. LLPChartered Accountants (ICAI Firm Registration No. 101248W/W-100022) were appointed asStatutory Auditors of the Company to hold office till the conclusion of the Annual GeneralMeeting to be held in the calendar year 2021. In terms of the first proviso to Section 139of the Companies Act 2013 the appointment of the auditors shall be placed forratification at every Annual General Meeting. Accordingly the appointment of B S R &Co. LLP Chartered Accountants as statutory auditors of the Company is placed forratification to the shareholders.

All observations made in the Audit Report on Standalone Financial Statements and notesto the accounts are self-explanatory and do not call for any further comments underSection 134 of the Companies Act 2013.

Further the Audit Report on the Consolidated Financial Statements for the financialyear ended 31 March 2017 contains a modified opinion provided hereunder:-

"The financial statements/ information of Minda Furukawa Electric Private Limited(MFEPL) is pending audit by the subsidiary’s auditor (other auditor). The Companyhas consolidated the unaudited financial statements/ information of this subsidiary whichrepresents 15% of the consolidated revenue and 11% of the consolidated assets of theCompany for the year ended and as at 31 March 2017 respectively. In view of theabovementioned matter we are unable to comment on as to whether the financial results ofthe said subsidiary have disclosed the information required to be disclosed in terms ofRegulation 33 of SEBI (Listing Obligations & Disclosure Requirements) Regulations2015 including the manner in which it is to be disclosed or that it contains any materialmisstatement and give a true and fair view of its state of affairs as at 31 March 2017its loss and its cash flows for the year ended 31 March 2017. Our opinion in so far as itrelates to the amounts and disclosures included in respect of this subsidiary is basedsolely on the unaudited information provided to us." In respect of the aforesaidmodified opinion by the statutory auditors on consolidated financial statement yourDirectors are hereby give their comment as under: "The financial statements of MFEPLfor the year ended March 31 2017 are under audit due to various reasons (includingattrition at higher level management etc). The management of MFEPL expects that theseaccounts will be finalized and audited before the statutory completion date. Accordinglyun-audited management financial information of MFEPL have been consolidated in theCompany’s consolidated financial statements and therefore a qualified opinion isissued by the auditors of the Company on the consolidated financial results in relation tothe same." Pursuant to SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 as amended from time to time a Statement of Impact of AuditQualification (for audit report with modified opinion) submitted alongwith Annual AuditedFinancial Results – Consolidated is attached at


Sanjay Grover & Associates Company Secretaries (Firm Registration No-P2001DE052900) were appointed to conduct the secretarial audit of the Company for thefinancial year 2016-17 as required under Section 204 of the Companies Act 2013 and Rulesmade thereunder. The secretarial audit report for financial year 2016-17 forms part of theAnnual Report as Annexure-VIII to this Directors' Report. The Secretarial

Audit Report does not contain any qualification reservation or adverse remark.


The Board of Directors has appointed Chandra Wadhwa & Co. Cost Accountants as aCost Auditors (Firm Registration No. 00239) for conducting the audit of cost records ofthe Company for the financial year 2016-17 pursuant to Section 148 of the Companies Act2013.


Equity Shares of your Company are presently listed at National Stock Exchange of IndiaLimited (NSE) and BSE Limited (BSE). The Annual Listing fees for FY 2017-18 has been paidto the concerned Stock Exchanges.


During the year under review your Company has acquired Panalfa Autoelektrik Ltd. inApril 2016 and subsequently renamed as ‘Minda Autoelektrik Limited' w.e.f. 03rd June2016. In August 2016 Minda KTSN Plastic Solutions GmbH & Co. KG Germany a whollyowned subsidiary of your company has entered into a 50:50 Joint Venture with ShandongBeiqi Hai Hua Automobile Parts Co. Ltd China (a BAIC group subsidiary). Pursuant toSection 129 of the Companies Act 2013 a statement in the prescribed From-AOC-1 relatingto subsidiaries and Joint Ventures for the year ended on March 31 2017 has been attachedin the Annual Accounts. The annual accounts of the subsidiaries shall be made available tothe shareholders seeking such information and shall also be available for inspection atits Registered Office. The Policy for determining material subsidiaries as approved may beaccessed on the Company’s Website in investor section:


The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.


The Company has laid down the procedures to inform Board Members about risk assessmentand minimization procedures. The Board of Directors of the Company has framed riskmanagement policy which can be accessed on the Company’s website at the link: minda/IRDownloads/Risk%20Management%20Policy.pdf

This policy forms part of the internal control and corporate governance process of thecompany. Basically the aim of this policy is not to eliminate risks rather to mitigatethe risks involved in the company activities to maximize opportunities and minimizeadversity by considering the following:-

• Identification of risk define ownership with clearly defined roles andresponsibilities;

• Balance between the cost of managing risk and the anticipated benefits;

• Contributing to more efficient use/allocation of capital and resources;

• To encourage and promote an pro-active approach towards risk management; and

• Identifying any unmitigated risks and formulating action plans for its treatmentthrough regular review.


Minda Corporation firmly reiterates its trust that our employees are the key assets ofthe organization. Human Resource Department continuously focuses on employee engagementand motivation which further helps in achieving strategic objective of the organization.To infuse fresh talent into the system we have visited premiere management institutes forcampus hiring. We have hired Management Trainees in the functions like Human ResourcesMarketing and Operations.

Our group also firmly believes that IT enabled HR Solutions is the key to success intoday’s world. We have decided to centralize the HR Processes and manage them atgroup level which will have both tangible & intangible benefits in the longer run. Wehave launched the employee wealth creation scheme in the form of Employee Stock OptionScheme (ESOP) 2017. During the year we maintained a very cordial relationship with allthe employees. There was no loss of production on account of industrial unrest.


During the year under review your Company has received many awards and recognitionswhich have been mentioned in Award and Recognition section.


Your Company is committed to the highest standards of ethical moral and legal businessconduct. Accordingly Vigil Mechanism/Whistle Blower Policy was formulated which providesa robust framework for dealing with genuine concerns & grievances. The Policy providesfor adequate safeguard against victimization of employees who avail the mechanism and alsoprovides direct access to the Chairperson of the Audit Committee. Specifically employeescan raise concerns regarding any discrimination harassment victimization any otherunfair practice being adopted against them or any instances of fraud by or against yourCompany. The same has also been displayed on the website of the Company and the link forthe same is: minda/IRDownloads/Whistle%20Blower%20Policy.pdf


As per the requirement of The Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 (‘Act’) and Rules made thereunder yourCompany has constituted Internal Complaint Committees (ICC). The Company has zerotolerance for sexual harassment at workplace. While maintaining the highest governancenorms the Company has also appointed external independent persons who have requisiteexperience in handling such matters. During the year the Company has not received anycomplaint of sexual harassment.


Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and except ESOP referred to in this Report.

4. Neither the Executive Director nor the Whole-time Directors of the Company receiveany remuneration or commission from any of its subsidiaries.

5. No significant material orders have been passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company and its futureoperations.


The Board of Directors would like to express their sincere thanks to the Shareholders& Investors of the Company for the trust reposed on us over the past several years.The Directors also take this opportunity to thank all Shareholders Clients VendorsBanks Government and Regulatory Authorities and Stock Exchanges for their continuedsupport. The Directors place on record their sincere appreciation to all employees of theCompany for their unstinted commitment and continued contribution to the Company.

For and on behalf of the Board of
Minda Corporation Limited
Ashok Minda
Place: Gurgaon Chairman & Group CEO
Date: May 24 2017 DIN: 00054727