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Minda Corporation Ltd.

BSE: 538962 Sector: Auto
NSE: MINDACORP ISIN Code: INE842C01021
BSE 00:00 | 25 May 201.35 0.10
(0.05%)
OPEN

201.00

HIGH

207.85

LOW

199.75

NSE 00:00 | 25 May 200.85 -0.50
(-0.25%)
OPEN

201.35

HIGH

207.90

LOW

200.00

OPEN 201.00
PREVIOUS CLOSE 201.25
VOLUME 82698
52-Week high 284.45
52-Week low 109.05
P/E 30.05
Mkt Cap.(Rs cr) 4,814
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 201.00
CLOSE 201.25
VOLUME 82698
52-Week high 284.45
52-Week low 109.05
P/E 30.05
Mkt Cap.(Rs cr) 4,814
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

To

The Members

Your Directors have pleasure in presenting the 36th (Thirty sixth)Annual Report on the business and operations of the Company together with the auditedfinancial statements for the financial year ended March 31 2021.

FINANCIAL SUMMARY

Particulars

Standalone

Consolidation

31.03.2021 31.03.2020 31.03.2021 31.03.2020
Income
Revenue from operations 22888 21305 23679 22226
Other income 303 479 332 426
Total income 23191 21784 24011 22652
Profit from operation before Interest Depreciation Other Expenses taxes and share of profit/ (loss) of joint ventures/associate 5056 5548 5259 5701
Finance costs 358 389 358 389
Depreciation and amortization expense 897 823 936 866
Other expenses 2666 2678 2757 2821
Profit from continuing operations before share of profit of joint ventures/ associate and taxes 1135 1658 1208 1625
Share of profits of joint ventures/associate (net of taxes) - - 39 125
Profit from continuing operations before income tax 1135 1658 1247 1750
Tax expense
Current tax 312 480 327 492
Deferred tax (14) (77) (15) (98)
Total tax expense 298 403 312 394
Profit from continuing operations 837 1255 935 1356
Loss from discontinued operations before exceptional item and income tax - - 9 (361)
Exceptional item - (3666) (416) (2933)
Loss from discontinued operations (before tax) - (3666) (407) (3294)
Tax expense related to discontinued operations - - - 60
Loss from discontinued operations (after tax) - (3666) (407) (3354)
Profit/(loss) for the year 837 (2411) 528 (1998)
Other comprehensive income
(a) Items that will not be reclassified subsequently to profit or loss
Remeasurement of defined benefit liabilities - (18) 6 (22)
Income tax relating to items that will not be reclassified subsequently to profit or loss - 4 (1) 4
Net other comprehensive income not to be reclassified subsequently to profit or loss - (14) 5 (18)
(b) Items that will be reclassified subsequently to profit or loss
Exchange Difference in translating financial statement of continuing foreign operations - - 39 (10)
Exchange Difference in translating financial statement of discontinued foreign Operations - - 368 82
Net other comprehensive income to be reclassified subsequently to profit or loss - - 407 72
Other comprehensive income for the year (net of tax) - (14) 412 54
Total comprehensive income for the year 837 (2425) 940 (1944)

For details refer Notes to Accounts forming part of this AnnualReport.

COMPANY PERFORMANCE

The financial statements have been prepared as per the IND-ASprescribed by the Institute of Chartered Accountants of India (ICAI).

Standalone Financials: During the year under review your Company hasachieved a turnover of Rs. 22888 Million against Rs. 21305 Million during previous year.The Company has reported a Profit of Rs. 837 Million as against Profit of Rs. 1255Million during previous year.

Consolidated Financials: During the year under review your Company hasachieved a consolidated turnover of Rs. 23679 Million against Rs. 22226 Million duringprevious year. The Company reported a Profit of Rs. 935 Million from continuing operationsas against Profit of Rs. 1356 Million earned during previous year.

During the year under review your company has reported a loss fromdiscontinued operations of Rs. 407 Million as against Rs. 3354 Million during theprevious year.

DIVIDEND

The Board of Directors of your Company has recommended a final dividendof ' 0.35 per share (i.e. @ 17.5%) on 239079428 Equity Shares of Rs. 2/- each fully paidup for the year ended March 31 2021. The dividend proposal is subject to the approval ofmembers at the ensuing Annual General Meeting scheduled to be held on July 9 2021. Thisis in addition to the interim dividend of '0.30/- (i.e. 15%) per equity share declared bythe Board in its meeting held on February 03 2021. The total dividend for FY 2020-21aggregates to ' 0.65/- (i.e. 32.5%) per equity share as against ' 0.35 /- (i.e. 17.5%) perequity share paid for the last year.

DIVIDEND DISTRIBUTION POLICY

In line with Regulation 43A of SEBI (Listing Obligations and DisclosureRequirements) (Second Amendment) Regulations 2016 your Company has formulated a DividendDistribution Policy which is available at the Company's website i.e.https://sparkminda.com/wp-content/uploads/2020/04/Dividend- Policy.pdf

INCORPORATION OF WHOLLY OWNED SUBSIDIARY

During the year under review your Company has incorporated a WhollyOwned Subsidiary i.e. Spark Minda Green Mobility Systems Private Limited vide Certificateof Incorporation dated February 22 2021 issued by the Registrar of Delhi NCT of DelhiHaryana. The main object of the said subsidiary is to carry on the business of DesignDevelopment and Manufacturing of Electric Vehicle's Parts and Components.

INDUSTRY UPDATE

With the COVID-19 pandemic spread throughout the year the Indianautomobile segment continued its tepid performance now for the third year running. Withautomotive growth rate of 5.2% in FY19 the growth rate had slipped to a negative 14.2%for FY20 due to overall economic slowdown lack of government stimulus for the industryliquidity crisis and poor consumer sentiments. FY21 was a year of COVID-19 pandemic. Whilethe

industry saw a quick trailer of the COVID-19 pandemic in March 2020 itfaced the full brunt of the pandemic during the year. However despite the pandemic theindustry saw a see-saw in performance with an extremely low Q1 and steady picking ofdemand during the balance quarters.

In the financial year FY20-21 there was a de-growth in sales of allsegments compared to the previous years (-) 2.24% for Passenger Vehicles with sales of27.11 Lakhs units; (-) 13.19% for Two-Wheelers with sales of 151.19 Lakhs units; (-)20.77% for Commercial Vehicles with sales 5.69 Lakhs units and (-) 66.06% forThree-Wheelers with sales of 2.16 Lakhs units.

IMPACT OF COVID-19

Having endured and managed to recover from the disruptions induced by aonce-in-a-century event your Company is cautiously looking forward to 2021-22 with hopesof putting up a better show in the post-COVID-19 world although a lot will hinge on howthe economy grows.

In order to overcome the unprecedented challenge your Company embraceddigitization to adapt to the new normal to serve customers while learning to be nimblefooted to keep factories running under COVID-19 SOPs (Standard Operating Procedures) andconcentrating on financial health by reducing costs and generating free cash flows.

Post Lockdown as the number of COVID-19 cases were reduced andlaunching of Corona Virus vaccine your Company ramped up the operations with strictadherence to safety protocols.

The Company has issued safety guidelines for its employees and workers.

- All safety protocol related to COVID-19 as advised by the governmentare already implemented and being followed.

- Detailed shop-floor precautions & safety systems have beenimplemented with appropriate training to staff and workmen.

- Regular Fumigation of offices and shop floors is being carried out.

- Social distancing norms being strictly followed at factories andoffices.

- Sanitization and thermal screening of employees truck drivers otherentrants and sanitization of loading vehicles at the entry gate of factories.

- Bus Transports are being used with 50% capacity to ensure distanceamong passengers in its Offices.

- All working area is hygienic. Sanitizer & soaps in sufficientquantity at all common points.

- No Physical Meeting - Use VC Teams for meeting

- Roaster and Work from home depending on severity of cases in thecities where we operate

CREDIT RATING

India Ratings & Research (Ind-Ra) and CRISIL have assigned belowcredit ratings to the Company:

Rating Agencies Instrument Ratings
India Ratings & Term Loan IND AA-/Stable
Research (Fund-based and Non-fund- based) Working Capital Limits IND AA-/Stable
CRISIL Long-term Rating CRISIL A+/ Stable
Short- term Rating CRISIL A1

The Rating Agency have re-affirmed the credit rating during the yearunder review.

PREFERENTIAL ISSUE

During the year under review your Company has issued and allotted11857143 (Eleven Million Eight Hundred Fifty-Seven Thousand One Hundred Forty-Three)equity shares of face value of Rs. 2 each (the "Equity Shares") fully paid-upon a preferential basis to PHI Capital Trust - PHI Capital Growth Fund - I (the"Preferential Issue") at the issue price of Rs. 70/- (Rupees Seventy Only) perEquity Share (including premium of Rs. 68 per Equity Share) aggregating to Rs. 830000010(Rupees Eight Hundred Thirty million and Ten Only) determined in accordance with therelevant provisions of Chapter V of SEBI ICDR Regulations. The total issue expenses areRs. 6 Million. The said Equity Shares have been listed on the BSE and NSE. The main objectof the issue was to enhance shareholder's value with increase in market cap of theCompany and to bring additional Capital as part of Company's commitment to achievethe common goals. Fund from the said preferential issue has been utilised for repayment ofa part of existing loans /borrowing(s) of the Company. The said shares are subject toLock-in-Period of one year from January 21 2021 to January 20 2022.

SHARE CAPITAL

The paid up Equity Share Capital as on 31st March 2021 is Rs.478158856 (Rupees Four Hundred Seventy Eight Million One Hundred Fifty Eight Thousandand Eight Hundred Fifty Six Only) divided into 239079428 (Rupees Two Hundred Thirty NineMillion Seventy Nine Thousand Four Hundred Twenty Eight Only) Equity Share of Rs. 2/-each. The authorized share capital of the Company is to an aggregate amount of Rs.1577000000 (Rupees One Thousand Five Hundred Seventy Seven Million only) and theauthorized share capital of the Company has been re-classified as divided into 692500000(Six Hundred Ninety Two Million and Five Hundred Thousand only) equity shares of Rs. 2/-(Rupees Two only) each aggregating to Rs. 1385000000/- (Rupees One Thousand ThreeHundred Eighty Five Million Only) and 240000 preference shares of Rs. 800/- (Rupees EightHundred only) each aggregating to Rs. 192000000 (Rupees One Hundred Ninety Two MillionOnly).

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act 2013 readwith the IEPF Authority (Accounting Audit Transfer and Refund) Rules 2016 ("theIEPF Rules") all unpaid or unclaimed dividends are required to be transferred by theCompany to the IEPF established by the Government of India after the completion of sevenyears. Further according to the IEPF Rules the shares on which dividend has not beenpaid or claimed by the shareholders for seven consecutive years or more shall also betransferred to the demat account of the IEPF Authority. During the year under review theCompany has transferred the unclaimed dividend of Rs. 27730 and 420 equity shares to IEPFAuthority. Year-wise amounts of unpaid / unclaimed dividends transferred to IEPF and thecorresponding shares is provided in the Shareholder Information Section of CorporateGovernance Report and are also available on Company's website at www.sparkminda.com.

The details of the nodal officer appointed by the Company under theprovisions of IEPF Rules are available on the website of the Company i.e.www.sparkminda.com.

EMPLOYEE STOCK OPTION SCHEME 2017

Your Company with the objective of introducing a long term incentivetool to attract motivate retain talent and reward loyalty formulated Minda CorporationLimited Employee Stock Option Scheme 2017 ("ESOP 2017") for grant of a maximumof 5341840 stock options to the eligible employees of the Company. Nomination andRemuneration Committee of the Company has granted total 3730000 stock options to theeligible employees of Minda Corporation Limited and its subsidiaries. A certificate fromthe Auditors of the Company that the Scheme has been implemented in accordance with theapplicable SEBI Guidelines and the resolution passed by Members would be placed at theAnnual General Meeting for inspection by Members. There is no material change in thescheme the same follows the applicable regulations. The necessary disclosure pursuant toRegulation 14 of the SEBI (Share Based Employee Benefits) with regard to Employee StockOption Scheme of the Company is available at Company's website i.e.www.sparkminda.com.

FIXED DEPOSITS

The Company has neither invited nor accepted any deposits from thepublic falling within the preview of section 73 of the Act read with the Companies(Acceptance of Deposits) Rule 2014 during the year. There is no unclaimed or unpaiddeposit lying with the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report (MD&A) for theyear under review as stipulated under Regulation 34 of the Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015 is presentedin a separate section forming part of this Annual Report.

CORPORATE GOVERNANCE

Your Company follows the highest standards of Corporate Governance bestpractices. It adheres to and has implemented the requirements set out by SEBI'sCorporate Governance norms. A separate section on Corporate Govern ance forms a part ofthe Directors' Report.

A certificate confirming the compliance of conditions of CorporateGovernance as stipulated in SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 from Ranjeet Pandey & Associates Practicing Company Secretaries isforming part of the Annual Report.

BUSINESS RESPONSIBILITY REPORT

As stipulated under Regulation 34 of the SEBI Listing Regulations theBusiness Responsibility Report describing the initiatives taken by the Company fromenvironmental social and governance perspective forms part of this Annual Report.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the Companies Act 2013 ("the Act") andIndian Accounting Standard (Ind AS) 110 on Consolidated Financial Statements read with IndAS 28 investment in associate and joint ventures and Ind AS 112 on disclosure of interestin other entities the audited consolidated financial statement is provided in the AnnualReport.

The performance of the Company on consolidated basis is also discussedat length in the Management Discussion and Analysis which forms part of this DirectorsReport.

DIRECTORS / KEY MANAGERIAL PERSONNEL- APPOINTMENT RE-APPOINTMENT &RESIGNATION

In accordance with the provisions of the Companies Act 2013 andArticles of Association of the Company Mr. Ashok Minda Director of the Company retiresby rotation and being eligible offers himself for re-appointment.

Mr. Aakash Minda (DIN: 06870774) was appointed as Additional Directorof the Company by the Board of Directors at its meeting held on November 05 2020 to holdoffice upto the date of ensuring Annual General Meeting of the Company. He was alsoappointed as Executive Director of the Company w.e.f November 05 2020 for a period of 5years as recommended by the Nomination & Remuneration Committee and approved by theBoard of Directors in their meeting held on November 05 2020 and also approved byshareholders in the Extra Ordinary General Meeting held on December 01 2020.

Mr. Naresh Kumar Modi (DIN: 00089536) has been appointed as ExecutiveDirector of the Company w.e.f December 11 2020 for a period of 5 years as recommended bythe Nomination & Remuneration Committee and approved by the Board of Directors intheir meeting held on December 11 2020 subject to the approval by shareholders of theCompany. Mr. Modi has also been appointed as CFO of the Company and designated asExecutive Director & CFO of the Company w.e.f. May 18 2021.

Mr. Ravi Sud (DIN:00074720) has been appointed as NonExecutive Non-Independent Director of the Company w.e.f March 25 2021 (A nominee director of PhiCapital Trust - Phi Capital Growth Fund - I) to hold office up to the date of the nextAnnual General Meeting or the last date on which the Annual General Meeting should havebeen held whichever is earlier.

Further the Board of Directors of the Company at its meeting held onMarch 25 2021 given its consent for re-appointment of Ms. Pratima Ram (DIN: 03518633) asIndependent Directors of the Company w.e.f November 10 2021 to hold office for aconsecutive period of 5 years i.e. up to November 09 2026 as per the recommendation ofNomination and Remuneration Committee of the Company at its meeting held on March 252021. Ms. Pratima Ram has furnished the requisite declaration as prescribed under section149(6) of the Companies Act 2013 stating that she fulfils the criteria of Independence.The approval of shareholders is being obtained for her re-appointment at the forthcomingAnnual General Meeting of the Company by way of Special Resolution. Ms Pratima Ram shallbe completing her age of 75 years therefore her re-appointment is proposed throughSpecial Resolution pursuant to Regulation 17(1A) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

The Board of Directors in their meeting held on August 12 2019 hasdesignated Mr. Avinash Parkash Gandhi as the Lead Independent Director of the Company. Therole of the Lead Independent Director is available on the Company's websitehttps://sparkminda.com/wp-content/uploads/2019/09/Role-of- Lead-Indepenent-Director.pdf

During the year under review Mr. Laxman Ramnarayan has resigned fromthe post of Executive Director and Group Chief Financial Officer w.e.f January 01 2021and also resigned from the position of Non-Executive Director of the Company w.e.f March25 2021 due to some personal reasons.

During the year under review Mr. Ajay Sancheti resigned from theposition of Company Secretary & Compliance Officer of the Company w.e.f. August 12020 and Mr. Pardeep Mann was appointed as Company Secretary & Compliance Officer ofthe Company w.e.f. August 1 2020.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations to the effect thatthey meet the criteria of independence as laid down under Section 149(6) of the CompaniesAct 2013 read with Regulation 16 of SEBI (Listing obligations and DisclosuresRequirements) Regulations 2015. In the opinion of the Board Independent Directors fulfilthe conditions specified in the Act Rules made there under and Listing Regulations.

BOARD EVALUATION

Pursuant to the corporate governance requirements as prescribed in theCompanies Act 2013 and the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 a formal evaluation of the performance ofthe Board it's Committees the Chairman and the individual Directors was carried outfor FY 2020-21. Led by the Nomination & Remuneration Committee the evaluation wascarried out using individual questionnaires covering amongst others composition ofBoard conduct as per company values & beliefs contribution towards development ofthe strategy & business plan risk management receipt of regular inputs andinformation codes & policies for strengthening governance functioning performance& structure of Board Committees skill set knowledge & expertise of Directorspreparation & contribution at Board meetings leadership etc. Further the Committeeswere evaluated in terms of receipt of appropriate material for agenda topics in advancewith right information and insights to enable them to perform their duties effectivelyupdating to the Board on key developments major recommendations & action plansstakeholder engagement devoting sufficient time & attention on its key focus areaswith open impartial & meaningful participation and adequate deliberations beforeapproving important transactions & decisions. The performance evaluation of therespective Committees and that of Independent and Non-Independent Directors was done bythe Board excluding the Director being evaluated. The actions emerging from the Boardevaluation process were collated and presented before the Chairman of Nomination andRemuneration Committee as well as the Board. Suggestions/feedback concerning strategicgovernance and operational matters are actioned upon by the team.

As part of the evaluation process the performance of nonindependentdirectors performance of the Board as a whole performance of the Committee(s) of theBoard and the performance of the Chairman was evaluated by the Independent Directors in aseparate meeting of independent directors held on February 18 2021 taking into accountthe views of other directors.

BOARD AND COMMITTEE MEETINGS

During the year under review 7 (seven) Board Meetings 6 (six) AuditCommittee Meetings were convened and held apart from other Committee's meetings ofthe Company. The details of all the meetings are given in the Corporate Governance Report.The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013.

The calendar of Board and Committee Meetings were prepared andcirculated in advance to the Directors.

COMMITTEES OF THE BOARD

As on March 31 2021 there are 6 (six) Committees of the Board viz:Audit Committee Nomination and Remuneration Committee Stakeholder RelationshipCommittee Corporate Social Responsibility Committee Risk Management Committee andSecurities Issue 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) ofthe Companies Act 2013 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 like BoardDiversity are given on the website of the Company at www.sparkminda.com

The salient features of the Remuneration and Board Diversity Policy areas under:

a) To determine remuneration of Directors KMP other senior managementpersonnel and other employees keeping in view all relevant factors including industrytrends and practices.

b) If in any financial year the Company has no profits or its profitsare inadequate the Company shall pay remuneration to its Whole-time Director inaccordance with the provisions of Schedule V and other applicable provisions.

c) To guide the Board in relation to appointment and removal ofDirectors Key Managerial Personnel and Senior Management.

d) To evaluate the performance of the members of the Board and providenecessary report to the Board for further evaluation of the Board.

e) To recommend to the Board on Remuneration payable to the DirectorsKey Managerial Personnel and Senior Management.

f) To retain motivate and promote talent and to ensure long termsustainability of talented managerial persons and create competitive advantage.

g) To provide to Key Managerial Personnel and Senior Management rewardlinked directly to their effort performance dedication and achievement relating to theCompany's operations.

h) The remuneration / compensation / commission etc. to the Whole-timeDirector KMPs and Senior Management Personnel will be determined by the Committee andrecommended to the Board for approval. The remuneration / compensation / commission etc.shall be subject to the prior/ post approval of the shareholders of the Company andCentral Government wherever required.

i) The remuneration and commission to be paid to the Wholetime Directorshall be in accordance with the percentage / slabs / conditions laid down in the Articlesof Association of the Company and as per the provisions of the Act. The loans/advances toemployees shall be in accordance with the conditions of service applicable to employeesand are also in accordance with the Group Human Resource Policy.

j) Increments to the existing remuneration/ compensation structure maybe recommended by the Committee to the Board which should be within the slabs approved bythe Shareholders in the case of Whole-time Director.

k) Where any insurance is taken by the Company on behalf of itsWhole-time Director Chief Executive Officer Chief Financial Officer the CompanySecretary and any other employees for indemnifying them against any liability the premiumpaid on such insurance shall not be treated as part of the remuneration payable to anysuch personnel.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the

Companies Act 2013 with respect to Directors' Responsibility

Statement your Directors confirm that:

a) In the preparation of the annual accounts the applicable accountingstandards have been followed and no material departure was made for the same. Thefinancial statements of the Company for the financial year ended March 31 2021 have beenprepared in accordance with Ind AS as prescribed under Section 133 of the Companies Act2013 (the "Act") read with the relevant rules made thereunder and otheraccounting principles generally accepted in India;

b) Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for the period ended on March 31 2021;

c) Directors have taken proper and sufficient care for the maintenanceof adequate accounting records in accordance with the provisions of Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

d) The annual financial statements have been prepared on a goingconcern basis;

e) Proper internal financial controls were in place and that thefinancial controls were adequate and were operating effectively;

f) Proper systems had been devised to ensure compliance with theprovisions of all applicable laws and were adequate and operating effectively.

NATURE OF BUSINESS

There has been no change in the nature of business of your Companyduring the year under review.

CODE OF CONDUCT

The Company has in place a comprehensive Code of Conduct ("theCode") applicable to Directors Independent Directors and Senior ManagementPersonnel. The Code gives guidance and support needed for ethical conduct of business andcompliance of law. A copy of the Code is available on the Company's website at thelink: https://sparkminda.com/wp-content/uploads/2020/07/Code-of-Conduct-under-Insider-Trading. pdf . The Chairman & Group CEOof the 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.

TRANSFER TO RESERVES

During the financial year under review there was no transfer to GeneralReserve by the Company.

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during thefinancial year ended on March 31 2021 were on an arm's length basis and in theordinary course of business under Section 188(1) of the Act and the Listing Regulations.Details of the transactions with Related Parties are provided in the accompanyingfinancial statements (note no. 2.39 of Standalone Financial Statement) in compliance withthe provision of Section 134(3)(h) of the Act. The policy on Related Party Transactions asapproved by the Board may be accessed on the Company's website at the link: https://sparkminda.com/wp-content/uploads/2020/04/Related-Party- Transactions-Policy.pdf

PARTICULARS OF INVESTMENTS MADE LOANS GIVEN GUARANTEES GIVEN ANDSECURITIES PROVIDED

Pursuant to Section 134(3)(g) of the Companies Act 2013 particulars ofloans guarantees or investments and securities provided under Section 186 of theCompanies Act 2013 along with the purpose for which the loan or guarantee or security isproposed to be utilized by the recipient are provided in the standalone financialstatement (Please refer to Note 2.37 for contingent liability 2.4 and 2.5 to theStandalone Financial Statements).

CORPORATE SOCIAL RESPONSIBILITY

Your Company has the policy of giving back to the society and hascarried a host of CSR activities this year. In line with the requirement of Section 135 ofthe Companies Act 2013 your Company having a Corporate Social Responsibility Committee.The details of Committee are provided in Corporate Governance Report. The CSR Policy ofthe Company is available on its website at the link: https://sparkminda.com/wp-content/uploads/2021/03/CSR_Policy.pdf Spark Minda Foundation (A wholly owned subsidiary of theCompany) a non-profit Company registered under Section 8 of the Companies Act 2013 is theimplementing agency for implementation of CSR activities. A robust system of reporting andmonitoring has been put in place to ensure effective implementation of planned CSRinitiatives. During the year the Company has spent Rs. 15.15 Million on CSR activitiesthrough its implementing agency as per annexed herewith at Annexure-I to this report.

A detailed discussion on CSR Projects and initiatives are included as aseparate section in the Annual Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

The information on conservation of energy technology absorption andforeign exchange earnings and outgo as stipulated under Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8 of The Companies (Accounts) Rules 2014 is annexed herewith atAnnexure-II to this Report.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in Form MGT 9 is annexed herewith atAnnexure-III to this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The percentage increase in remuneration ratio of remuneration of eachdirector and Key Managerial Personnel (KMP) (as required under the Companies Act 2013) tothe median of employees' remuneration as required under Section 197(12) of theCompanies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is given at Annexure-IV to this Report.

The statement containing particulars of employees as required underSection 197(12) of the Companies Act 2013 read with Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is provided in aseparate exhibit forming part of this report and is available on the website of theCompany.

The Annual Report and accounts are being sent to the shareholdersexcluding the aforesaid exhibit. Shareholders interested in obtaining this information mayaccess the same from the Company website or send a written request to the Company atinvestor@mindacorporation.com.

In accordance with Section 136 of the Companies Act 2013 this exhibitis available for inspection by shareholders at the website of the Company and at theRegistered Office of the Company during business hours on all working days 21 days beforethe Annual General Meeting and copies may be made available on request.

STATUTORY AUDITORS AND REPORT

At the Annual General Meeting held on September 22 2016 B S R &Co. LLP Chartered Accountants (ICAI Firm Registration No. 101248W/W-100022) wereappointed as Statutory Auditors of the Company to hold office till the conclusion of the36th Annual General Meeting of the Company to be held in the calendar year 2021. Theirterm expires at the conclusion of 36th Annual General Meeting of the Company.

For next term Audit Committee of the Company and the Board ofdirectors have recommended S.R. Batliboi & Co. LLP Chartered Accountants(Registration No. 301003E/E300005) for appointment as Statutory Auditors for a period offive years to hold office from the conclusion of 36th Annual General Meeting until theconclusion of 41st Annual General Meeting at such remuneration as may be mutually agreed.Consent of members is being sought in the notice convening the 36th Annual General Meetingseeking appointment.

Audit Reports on Standalone Financial Statements and ConsolidatedFinancial Statements are self- explanatory and do not call for any further comments underSection 134 of the Companies Act 2013. The Auditors Report to the shareholders for theyear under review does not contain any adverse qualification. No frauds have been reportedby the Auditors under Section 143(12) of the Companies Act 2013 requiring disclosure inthe Board's Report.

SECRETARIAL AUDITORS AND REPORT

Ranjeet Pandey and Associates Company Secretaries (FCS- 5922; C.P. No.6087) were appointed to conduct the secretarial audit of the Company for the financialyear 2020-21 as required under Section 204 of the Companies Act 2013 and Rules made thereunder. The Secretarial Audit Report for financial year 2020-21 forms part of this AnnualReport as Annexure-V to this Directors' Report. There is no observation or Negativequalification in the report except the following: -

1. The Company has generally complied with the provisions of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 except non-compliancewith Regulation 30 wherein one of the filing to the Stock Exchange was delayed by one day.Apart from that the Company has complied with all the applicable provisions of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015;

Your directors are of the opinion that the delay of one day as given inabove observation was due to failure of internet

connectivity while the concerned officer was reporting the aforesaidevent of allotment of ESOP Shares to the stock exchanges was working from home duringCOVID-19 pandemic lockdown. It will not carry any financial or monetary loss to theinvestors of the Company.

2. One of the employees has sold 100 equity shares of the Company atthe aggregate value of Rs. 9166 (Nine Thousand One Hundred Sixty Six) in the market on21.12.2020 before the expiry of six months from the date of last transaction in November2020 and another employee has purchased 20 equity shares of the Company at the aggregatevalue of Rs. 1854 (One Thousand Eight Hundred Fifty-Four) on 04.01.2021 during theclosure of trading window. On becoming aware proper intimations were given by the Companyto Stock Exchange regarding the noncompliance of SEBI (Prohibition of Insider Trading)Regulations 2015 Board of directors of the Company was appraised and due penalties wereimposed on the employees of the Company.

Your directors are of the opinion that the aforesaid observation isself -explanatory and do not call for further explanation. An awareness campaign had beenlaunched across all Designated Persons to avoid such violation in future.

COST AUDITORS

The Board of Directors has appointed Chandra Wadhwa & Co. CostAccountants as Cost Auditors (Firm Registration No. 00239) for conducting the audit ofcost records made and maintained by the Company for the financial year 2021-22 pursuant toSection 148 of the Companies Act 2013.

In accordance with the provisions of section 148 of the Act read withthe Companies (Audit and Auditors) Rules 2014 since the remuneration payable to the CostAuditor for FY 21-22 is required to be ratified by the members; the Board recommends thesame for approval by members at the ensuing AGM.

LISTING

Equity Shares of your Company are presently listed at National StockExchange of India Limited (NSE) and BSE Limited (BSE). The Annual Listing fees for FY2021-22 have been paid to the concerned Stock Exchanges.

SECRETARIAL STANDARDS

During the year under review the Company has complied with theprovisions of the applicable Secretarial Standards issued by the Institute of CompaniesSecretaries of India. The Company has devised proper systems to ensure compliance with theprovisions of all applicable Secretarial Standards issued by the Institute of CompanySecretaries of India and such systems are adequate and operating effectively.

ANNUAL RETURN

Pursuant to sub-section (3) of section 134 of the Act the annual returnhas been placed on the website of the Company i.e. www.sparkminda.com

Further pursuant to Rule 12 of the Companies (Management andAdministration) Rules 2014 an extract of the annual return in such form as may beprescribed shall form part of the Annual Report. The Companies (Amendment) Act 2017amended subsection (3) of section 92 of the Act a copy of the annual return is availableon the website of the Company. The web-link of such annual return ishttps://sparkminda.com/other-disclosures/#

SUBSIDIARIES JOINT VENTURE AND ASSOCIATES

Pursuant to Section 129 of the Companies Act 2013 a statement in theprescribed Form-AOC-1 relating to subsidiaries and Joint Ventures for the year ended onMarch 31 2021 has been attached with the Consolidated Financial Statements of the Companyfor the financial year ended March 31 2021.

The Financial Statements 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:https://sparkminda.com/wp-content/uploads/2020/04/Policy- on-Material-Non-Listed-Subsidiary.pdf

INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring theorderly and efficient conduct of its business including adherence to the Company'spolicies the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial disclosures.

RISK MANAGEMENT

The Board of Directors has re-constituted the Risk Management Committeeon March 25 2021 pursuant to the provisions of SEBI (Listing obligations and DisclosuresRequirements) Regulations 2015 to assess risk and to make mitigation procedures. The RiskManagement Policy can be accessed on the Company's website at the link:https://sparkminda.com/wp-content/

uploads/2020/04/Risk-ManagementPolicy.pdf

This policy forms part of the internal control and corporate governanceprocess of the Company. Basically the aim of this policy is not to eliminate risks ratherto mitigate the risks involved in the Company activities to maximize opportunities andminimize adversity by considering the following:-

• Identification of risk define ownership with clearly definedroles and responsibilities;

• Balance between the cost of managing risk and the anticipatedbenefits;

• Contributing to more efficient use/allocation of capital andresources;

• To encourage and promote a pro-active approach towards riskmanagement;

• Identifying any unmitigated risks and formulating action plansfor its treatment through regular review.

HUMAN RESOURCES

FY 2020-21 has been a challenging year for businesses and people acrossthe globe. It was a year of unprecedented times and thus called for unprecedented actions.As we were combating the Global pandemic the safety and health of the employees were ofutmost priority while keeping the business afloat.

In this new normal the Human Resource function has demonstratedagility by ensuring new systems and processes to cater to the needs of changing times.Different SOPs related to safety and work from home challenges was formalized to ease theoperations of the business and people. Staying connected with employees leadershipconnects and employee motivation are the key focus areas.

Technology and automation in Human Resource Management enabled theanalytics-driven decision-making and creating One Spark Minda - every employee experiencesconsistency in HR practices and policies across the Group. Being a core manufacturingorganization we were successfully able to transit ourselves to the virtual world ofworking and incorporated the virtual training.

The HR initiatives continue to focus on hiring the talent with theright attitude develop and groom them and build the leadership pipeline. We have shiftedour needle towards grooming out internal talent and were able to successfully fill fewsenior roles through internal talent. We are also striving to bring in more womenemployees at senior roles. We have also worked towards becoming a performance-drivenorganization.

The company has well-crafted and employee-friendly HR policies andhence it enjoys a cordial relationship with its employees. We have not experienced anymajor work stoppages due to labour disputes or cessation of work in the last many years.

It continues to emphasize and focus on safety and security at theworkplace by prescribing policies and procedures creating awareness and imparting piecesof training to the workforce. It also has an established mechanism that fosters a positivework environment that is free from harassment of any nature. Prevention of sexualharassment initiative framework is in place to address the complaints of harassment at theworkplace.

AWARDS

During the year under review your Company has received awards andrecognitions which have been mentioned in Award section of this Annual Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company is committed to the highest standards of ethical moraland legal business conduct. Accordingly Vigil Mechanism/Whistle Blower Policy wasformulated which provides a robustframework for dealing with genuine concerns &grievances. The Policy provides for adequate safeguard against victimization of employeeswho avail the mechanism and also provides direct access to the Chairperson of the AuditCommittee. Specifically employees can raise concerns regarding any discriminationharassment victimization any other unfair practice being adopted against them or anyinstances of fraud by or against your Company.

The same has also been displayed on the website of the Company and thelink for the same is: https://sparkminda.com/wp-content/uploads/2020/04/Whistle-Blower-Policy.pdf

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE POLICY

As per the requirement of "The Sexual Harassment of Women atWorkplace (Prevention Prohibition & Redressal) Act 2013 (‘Act')" andRules made there-under your Company has constituted Internal Complaint Committees (ICC).The Company has zero tolerance for sexual harassment at workplace. While maintaining thehighest governance norms the Company has also appointed external independent persons whohave requisite experience in handling such matters. During the year the Company has notreceived any complaint of sexual harassment.

GENERAL

Your Directors state that no disclosure or reporting is required inrespect of the following items as there were no transactions on these items during theyear under review:

1. Issue of equity shares with differential rights as to dividendvoting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of theCompany under any scheme save and except ESOP referred to in this Report.

3. Neither the Executive Director nor the Whole-time Directors of theCompany receive any remuneration or commission from any of its subsidiaries.

4. No significant material orders have been passed by the

regulators or court(s) or tribunal(s) which would impact the goingconcern status of the Company and its future operations.

5. No such order is passed by any Regulators or Courts or Tribunalswhich would impact the going concern status of the Company and its future operations.

EVENT OCCURRED AFTER BALANCE SHEET DATE

No major events have occurred after the date of balance sheet of theCompany for the year ended on March 31 2021.

APPRECIATIONS AND ACKNOWLEDGMENTS

We thank our customers vendors business associates investors andbankers for their continued support during the financial year. We also place on record oursincere appreciation for the enthusiasm and commitment of Company's employees for thegrowth of the Company and look forward to their continued involvement and support. Ourconsistent growth was made possible by their hard work solidarity cooperation andsupport.

For and on behalf of the Board of
Minda Corporation Limited
Sd/-
Ashok Minda
Place: Delhi Chairman & Group CEO
Date: May 18 2021 DIN: 00054727

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