Minda Corporation Ltd.
|BSE: 538962||Sector: Auto|
|NSE: MINDACORP||ISIN Code: INE842C01021|
|BSE 00:00 | 16 Aug||152.75||
|NSE 00:00 | 16 Aug||152.55||
|Mkt Cap.(Rs cr)||3,470|
|Mkt Cap.(Rs cr)||3470.48|
Minda Corporation Ltd. (MINDACORP) - Director Report
Company director report
Your Directors have pleasure in presenting the 33 rd (Thirty Third) Annual Report onthe business and operations of the Company together with the audited financial statementsfor the financial year ended March 31 2018.
1. FINANCIAL RESULTS (AS PER APPLICABLE INDIAN ACCOUNTING STANDARD)
(Amount ' in Lacs)
2. COMPANY PERFORMANCE
The Company has adopted IND-AS from April 01 2017. The financial statements have beenprepared as per the IND-AS prescribed by the Institute of Chartered Accountants of India(ICAI).
Standalone Financials: During the year under review your Company has achieved aturnover of ' 94721 Lacs against ' 83152 Lacs during previous year registering a growthof 13.91% over the previous year. The Company reported a Net Profit of ' 7008 Lacs asagainst ' 5466 Lacs earned during previous year registering a growth over 28%.
Consolidated Financials: During the year under review your Company has achieved aconsolidated turnover of ' 263498 Lacs against ' 221036 Lacs during previous yearregistering a growth of 19.21% over the previous year. The Company reported a Net Profitof ' 14166 Lacs as against ' 10211 Lacs earned during previous year registering a growthover 39%.
The Operational Performance of the Company has been extensively covered in theManagement Discussion and Analysis which form part of this Directors' Report
3. SIGNIFICANT CORPORATE DEVELOPMENTS Acquisition of EI Labs India Pvt. Ltd.
Minda SAI Limited a wholly owned subsidiary of the Company has acquired 100% stake inEI Labs India Private Limited w.e.f. September 1 2017. EI Labs India Private Limited isengaged in the business of designing development manufacturing and distribution oftelematics products and solutions for automotive and non-automotive applications
Start of Commercial Production at New Die Casting Plant at Pune
During the year under review your Company has completed the setting up of it's 3rdDie-Casting Plant at Chakan Pune. The commercial production in the new plant started inthe 2nd quarter of FY2018. This plant is the Competency Centre for Excellence - GravityDie Casting & Low Pressure Die Casting with High precision Machining Centre and PowderCoating. It is also well-equipped with test lab with added facilities like X-RayMetallurgy & Mechanical and Environmental test equipment's.
Credit Rating assigned by India Ratings & Research (Ind-Ra) and CRISIL
India Ratings & Research (Ind-Ra) and CRISIL have assigned credit ratings to MindaCorporation Limited on May 03 2018 and April 05 2018 respectively as under:
The Board of Directors of your Company has recommended a final dividend of ' 0.35/-(i.e 17.5%) per equity share (Face Value ' 2/- each) for 2017-18. The dividend proposal issubject to the approval of members at the ensuing Annual General Meeting scheduled to beheld on Monday July 30 2018. This is in addition to the interim dividend of ' 0.25/- (i.e12.5%) per equity share declared by the Board in its meeting held on February 12 2018.The total dividend for FY 2017-18 aggregates to ' 0.60/- (i.e 30%) per equity share asagainst ' 0.50/- (i.e. 25%) per equity share paid for the last year.
5. SHARE CAPITAL
The paid up Equity Share Capital as on 31st March 2018 was 209311640 Equity Share of' 2/- each. During the year under review the Company has not issued any shares.
During the year 240000 (Two Lac Forty Thousand) 0.001% Cumulative RedeemablePreference Shares of Rs. 800/- each were redeemed for cash at par out of the profit of theCompany which would otherwise be available for dividend vide passing a Board resolutiondated 13th September 2017.
During the year under review the Authorised Share Capital of the Company has beenincreased to ' 692000000 (Rupees Six Hundred Ninety Two Million Only) comprising of '500000000/- (Rupees Five Hundred Million Only) divided into 250000000 (Two HundredFifty Million) Equity Shares of ' 2/- (Rupees Two Only) each and ' 192000000/- (RupeesOne Hundred and Ninety Two Million Only) divided into 240000 (Two Lacs Forty Thousand)0.001% cumulative Redeemable Preference Shares of ' 800/-(Rupees Eight Hundred Only) each.
Qualified Institutional Placement (QIP)
On 21st May 2018 the Company allotted 17910645 equity shares of ' 2/- each toeligible Qualified Institutional Buyers (QIB) at issue price of ' 173.47 per equity shareaggregating to ' 310.69 Cr under Qualified Institutional Placement.
6. TRANSFER TO RESERVES
For the Financial Year under review your Directors have recommended the transfer of '701 Lacs to the General
Reserve from the profits of the Company as against ' 532 Lacs transferred in theprevious year.
7. DIVIDEND DISTRIBUTION POLICY
I n line with Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements)Regulations) (Second Amendment) Regulations 2016 your Company has formulated a DividendDistribution Policy which is available at the Company's website i.e.
8. EMPLOYEE STOCK OPTION SCHEME 2017
Your Company with the objective of introducing a long term incentive tool to attractmotivate retain talent and reward loyalty formulated Minda Corporation Limited EmployeeStock Option Scheme 2017 ("ESOP 2017") for grant of a maximum of 5341840 stockoptions to the eligible employees of the Company. During the year 2016-17 the Nominationand Remuneration Committee of the Company has granted 2700000 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 is in compliance with the applicable regulations. The necessarydisclosure pursuant to Regulation 14 of the SEBI (Share Based Employee Benefits) withregard to Employee Stock Option Scheme of the Company is available at Company's websitei.e https://minda.co.in/investor- relations/
9. FIXED DEPOSITS
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.
10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
' Management's Discussion and Analysis Report (MD&A)' for the year under review asstipulated under Regulation 34 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 is presented in a separatesection forming part of this Annual Report.
11. CORPORATE GOVERNANCE
Your Company follows the highest standards of Corporate Governance best practices. Itadheres to and has implemented the requirements set out by SEBI's Corporate Governancenorms. A separate section on Corporate Governance forms a part of the Directors' Report.
A certificate confirming the compliance of conditions of Corporate Governance asstipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015from Sanjay Grover & Associates practicing Company Secretaries is forming part ofthe Annual Report.
12. BUSINESS RESPONSIBILITY REPORT
As stipulated under Regulation 34 of the SEBI Listing Regulations the BusinessResponsibility Report describing the initiatives taken by the Company from environmentalsocial and governance perspective forms part of this Annual Report.
13. CONSOLIDATED FINANCIAL STATEMENT
I n accordance with the Companies Act 2013 ('the Act") and Indian AccountingStandard (Ind AS) 110 on Consolidated Financial Statements read with Ind AS 28 onAccounting for Investments in Associates and Ind AS 31 on Financial Reporting of Interestsin Joint Ventures the audited consolidated financial statement is provided in the AnnualReport.
The performance of the Company on consolidated basis is also discussed at length in theManagement Discussion and Analysis which form part of this Directors Report.
14. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Companies Act 2013 and Articles ofAssociation of the Company Mr. Ashok Minda Director of the Company retires by rotationand being eligible offers himself for re-appointment.
Mr. Sudhir Kashyap has been re-appointed as Executive Director & CEO of the Companyw.e.f May 5 2018 for a period of 3 (Three) years on the terms and conditions asrecommended by the Nomination & Remuneration Committee and approved by the Board ofDirectors of the Company in their meeting held on February 12 2018 subject to theapproval of shareholders.
Brief resumes of Mr. Ashok Minda and Mr. Sudhir Kashyap 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 (ListingObligations and Disclosure Requirements) Regulations 2015 the Companies Act 2013 andapplicable Secretarial Standards are given as Annexure to the notice convening the AnnualGeneral Meeting.
The enabling resolutions for approval of their appointment are being placed in theNotice of the forthcoming Annual General Meeting for approval of the shareholders.
During the year under review Mr. Laxman Ramnarayan was appointed as additonal Directorof the Company w.e.f May 24 2017 and his appointment was approved by the shareholder inthe last Annual General 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 readwith Regulation 16 of SEBI (Listing obligations and Disclosures Requirements) Regulations2015. In the opinion of the Board Independent Directors fulfill the conditions specifiedin the Act Rules made there under and Listing Regulations.
Pursuant to the corporate governance requirements as prescribed in the Companies Act2013 and the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 the Board of Directors has carried out an annualevaluation of its own performance Board Committees and of individual directors.
In a separate meeting of independent directors performance of non-independentdirectors performance of the Board as a whole performance of the Committee(s) of theBoard and performance of the Chairman was evaluated taking into account the views ofother directors. Performance evaluation of independent directors was done by the entireBoard excluding the independent director being evaluated.
Board and Committee Meetings
During the year under review 4 (Four) Board Meetings 6 (Six) Audit Committee Meetingswere convened and held apart from other Committee's meetings of the Company. The detailsof all the meetings are given in the Corporate Governance Report. The intervening gapbetween the Meetings was within the period prescribed under the Companies Act 2013.
The calendar of Board and Commitee Meetings were prepared and circulated in advance tothe Directors.
Committees of the Board
As on March 312018 the Board had 5 (five) Committees viz: Audit Committee Nominationand Remuneration Committee Stakeholder Relationship Committee Corporate SocialResponsibility Committee & Securities Issue Committee. A detailed note on thecomposition of the Board and its committees is provided in the Corporate Governance Reportsection 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 and the SEBI Listing Regulations the policy of the Company on Directors'appointment and remuneration including the criteria for determining qualificationpositive attributes independence of directors and other matters are attached atAnnexure-I & Annexure-II.
15. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of the Companies Act 2013 withrespect to Directors' Responsibility Statement your Directors confirm:
a) That in the preparation of the annual accounts the applicable accounting standardshave been followed and no material departure was made for the same. Further the Companyhas adopted Ind AS with effect from April 01 2017 pursuant to notification issued byMinistry of Corporate Affairs dated February 16 2015 notifying the Companies (IndianAccounting Standard) Rules 2015. Accordingly the financial statements of the Company forthe financial year ended March 31 2018 have been prepared in accordance with Ind AS asprescribed under Section 133 of the Companies Act 2013 (the 'Act") readwith therelevant rules made thereunder and other accounting principles generally accepted inIndia;
b) That Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit of the Company for the period ended on March 31 2018;
c) That Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d) That the annual financial statements have been prepared on a going concern basis;
e) That proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;
f) Those proper systems had been devised to ensure compliance with the provisions ofall applicable laws and were adequate and operating effectively.
16. NATURE OF BUSINESS
There has been no change in the nature of business of your Company during the yearunder review.
17 CODE OF CONDUCT
The Company has in place a comprehensive Code of Conduct ("the Code")applicable to Directors Independent Directors and Senior Management Personnel. The Codegives guidance and support needed for ethical conduct of business and compliance of law. Acopy of the Code is available on the Company's website at the link:
18. RELATED PARTY TRANSACTIONS
All Related Party Transactions that were entered into during the financial year endedon March 31 2018 were on an arm's length basis and in the ordinary course of businessunder Section 188(1) of the Act and the Listing Regulations. However there was atransaction between the Company and Minda Capital Pvt. Ltd. with respect to payment ofroyalty by the Company vide agreement dated May 29 2017 w.e.f. 01.04.2017 to 31.03.2018for use of trademarks "SPARK MINDA" and "Powered by Passion" which wasnot on arm length basis but the same was not a material transaction considering the amountof Royalty payable. All the relevant details of the said transaction have been filled inAOC-2 which is enclosed as Annexure-III and form part of this director report. There wereno materially significant Related Party
Transactions made by the Company during the year that would have required Shareholderapproval under the Listing Regulations. Details of the transactions with Related Partiesare provided in the accompanying financial statements in compliance with the provision ofSection 134(3)(h) of the Act. The policy on Related Party Transactions as approved by theBoard may be accessed on the Company's website at the link:
19. PARTICULARS OF INVESTMENTS MADE LOANS GIVEN GUARANTEES GIVEN AND SECURITIESPROVIDED
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 2.2 2.3 2.4 2.11 2.34 & 2.36(B) to the standalone financial statement).
20. CORPORATE SOCIAL RESPONSIBILITY
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 Act
2013 your Company having a Corporate Social Responsibility Committee. The details ofCommittee is provided in Corporate Governance Report. The CSR Policy of the Company isavailable on its website at the link: https://minda.co.in/wp-content/uploads/2017/12/Policy-on-Corporate-Social- 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 ' 119.06 Lacs on CSR activities as annexedherewith Annexure-IV to this report.
A detailed discussion on CSR Projects and initiatives are included as a separatesection in the Annual Report.
21. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo as stipulated under Section 134(3) (m) of the Companies Act 2013 readwith Rule 8 of The Companies (Accounts) Rules
2014 is annexed herewith at Annexure-V to this Report.
22. EXTRACT OF ANNUAL RETURN
The extract of the Annual Return in form MGT 9 is annexed herewith as Annexure-VI tothis Report.
23. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
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 2014astatement showing the names and other particulars of the employees drawing remunerationin excess 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 remuneration of each Director to the median employee's remuneration andother details in terms of Section 197(12) of the Companies Act 2013 read with rule 5(1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isannexed as part of this report at Annexure-VII.
24. STATUTORY AUDITORS AND REPORT
At the Annual General Meeting held on September 22 2016 B S R & Co. LLPChartered Accountants (ICAI Firm Registration No. 101248 W/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. The appointment of B S R & Co. LLPChartered Accountants as statutory auditors of the Company is placed for ratificationalongwith approval of remuneration at the ensuing AGM.
All observations made in the Audit Report on Standalone Financial Statements areself-explanatory and do not call for any further comments under Section 134 of theCompanies Act 2013.
Further the Audit Report on the consolidated Financial Statements for the year endedMarch 31 2018 contains a modified opinion provided hereunder:-
"The financial statements of one of the Holding Company's jointly controlledentity Minda Furukawa Electric Private Limited (MFEPL) for the year ended 31 March 2018is included in the consolidated financial statements based solely on the financialstatements provided by the management and not audited by its auditor. The auditedconsolidated financial statements include Group's share of loss of Rs. 400 lakhs for theyear ended 31 March 2018 as considered in the consolidated financial statements inrespect of this jointly controlled entity. In the absence of other auditor's report on theadequacy and operating effectiveness of the internal financial controls over financialreporting as required under section 143(3)(i) of the Act we are unable to comment on theadequacy and operating effectiveness of the internal financial controls with reference toconsolidated financial statements of the said subsidiary and therefore our opinion on theCompany's internal financial controls with reference to consolidated financial statementsis qualified in so far as it relates to the internal financial controls with reference toconsolidated financial statements of the said jointly controlled entity."
In respect of the aforesaid modified opinion by the Statutory Auditors on consolidatedfinancial statements your directors give their comments as under:-
"Minda Furukawa Electric Private Limited (MFEPL) is one of the jointly controlledentity of Minda Corporation Ltd. ('The Company"). FY 2017-18 is the first financialyear when Ind - AS became applicable on the Company its subsidiaries and jointlycontrolled entities including MFEPL. Therefore finalization of MFEPL's accounts for theyear ended on March 31 2018 got delayed and the same are under audit. We expect thatthese accounts will be finalized and audited before the statutory completion date."
Pursuant to SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015as amended from time to time a Statement of Impact of Audit Qualification (for auditreport with modified opinion) submitted alongwith Annual Audited Financial Results -Consolidated is attached at Annexure-VIII.
25. SECRETARIAL AUDITORS AND REPORT
Sanjay Grover & Associates Company Secretaries (Firm Registration No-P2001DE052900) were appointed to conduct the secretarial audit of the Company for thefinancial year 2017-18 as required under Section 204 of the Companies Act 2013 and Rulesmade there under. The secretarial audit report for financial year 2017-18 forms part ofthe Annual Report as Annexure IX to this Directors' Report. The Secretarial Audit Reportdoes not contain any qualification reservation or adverse remark.
26. COST AUDITORS
The Board of Directors has appointed Chandra Wadhwa & Co. Cost Accountants as CostAuditors (Firm Registration No. 00239) for conducting the audit of cost records of theCompany for the financial year 2017-18 pursuant to Section 148 of the Companies Act 2013.
Equity Shares of your Company are listed presently at National Stock Exchange of IndiaLimited (NSE) and BSE Limited (BSE). The Annual Listing fees for FY 2018-19 have been paidto the concerned Stock Exchanges.
28. SECRETARIAL STANDARDS
During the year under review the Company has complied with the provisions of theapplicable Secretarial Standards issued by Institute of Companies Secretaries of India.The Company has devised proper systems to ensure compliance with the provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of Indiaand such systems are adequate and operating effectively.
29. SUBSIDIARIES JOINT VENTURE AND ASSOCIATES
Pursuant to Section 129 of the Companies Act 2013 a statement in the prescribedForm-AOC-1 relating tosubsidiaries and Joint Ventures for the year ended on March 312018 has been attached with the consolidated financial statements of the Company for thefinancial year ended March 31 2018.
The Financial Statements of the subsidiaries shall be made available to theshareholders seeking such information and shall also be available for inspection at itsRegistered Office.
The Policy for determining material subsidiaries as approved may be accessed on theCompany's Website in investor section:
30. INTERNAL FINANCIAL CONTROL
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.
31. RISK MANAGEMENT
The Company has laid down the procedures to inform Board Members about risk assessmentand mitigation procedures. The Board of Directors of the Company has framed riskmanagement policy which can be accessed on the Company's website at the link:
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:-
I dentification 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;
Identifying any unmitigated risks and formulating action plans for its treatmentthrough regular review.
32. HUMAN RESOURCES
Minda Corporation firmly reiterates its trust that our employees are the key assets ofthe organization. Minda Corporation follows a well-established approach to hiring and onboarding.
Our talent sourcing strategies include employee referrals direct applications throughthe career section of our website campus placements and channel partners.
Protection of employees from injury or occupational disease is a major continuingobjective. We continue to enhance safety & security at the workplace by prescribingpolicies & procedures creating awareness and imparting trainings. In addition to theabove we have mechanism in place to foster a positive workforce environment free fromharassment of any nature.
Human Resource Department continuously focuses on employee engagement and motivationwhich further helps in achieving strategic objective of the organization. We continuoslystrive to provide our employees with competitive compensation packages. During the yearwe maintained a very cordial relationship with all the employees. There was no loss ofproduction on account of any industrial unrest.
During the year under review your Company has received many awards and recognitionswhich have been mentioned in Award section of this Report.
34. VIGIL MECHANISM / WHISTLE BLOWER POLICY
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 for thesame is: https://minda.co.in/wp-content/uploads/2017/12/Whistle-Blower-Policy.pdf.
35. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE POLICY
As per the requirement of The Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 ('Act') and Rules made there-under your Companyhas constituted Internal Complaint Committees (ICC). The Company has zero tolerance forsexual harassment at workplace. While maintaining the highest governance norms theCompany has also appointed external independent persons who have requisite experience inhandling such matters. During the year the Company has not received any complaint ofsexual harassment.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were notransactions 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.
APPRECIATIONS AND ACKNOWLEDGMENTS
We thank our customers business associates and bankers for their continued supportduring the financial year. We also place on record our sincere appreciation for theenthusiasm and commitment of Company's employees for the growth of the Company and lookforward to their continued involvement and support.
For and on behalf of the Board of
Minda Corporation Limited
ANNEXURE I - TO DIRECTORS' REPORT
POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS' INDEPENDENCE
1.1 Minda Corporation Limited (MCL) ensures constitution of a Board of Directors withan appropriate composition size diversified expertise and experience and commitment todischarge their responsibilities and duties effectively.
1.2 MCL recognizes the importance of Independent Directors in achieving theeffectiveness of the Board.
2. Scope and Exclusion
2.1 This Policy sets out the guiding principles for the Nomination and RemunerationCommittee for identifying persons who are qualified to become Directors and to determinethe independence of Directors in case of their appointment as independent directors ofthe Company.
3. Terms and References:
In this Policy the following terms shall have the following meanings:
3.1 "Director" means a director appointed to the Board of a Company.
3.2 'Nomination and Remuneration Committee" means the committee constituted byMCL's Board in accordance with the provisions of Section 178 of the Companies Act 2013and Regulation 19 of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015.
3.3 'Independent Director" means a director referred to in sub-section (6) ofSection 149 of the Companies Act 2013 and Regulation 16(1)(b) of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015.
4.1 Qualifications and criteria
4.1.1 The Nomination and Remuneration (NR) Committee and the Board shall review on anannual basis appropriate skills knowledge and experience required of the Board as awhole and its individual members. The objective is to have a Board with diverse backgroundand experience that are relevant for the Company's global operations
4.1.2 In evaluating the suitability of individual Board members the NR Committee maytake into account factors such as:
- General understanding of the Company's business dynamics global business and socialperspective;
- Educational and professional background;
- Standing in the profession;
- Personal and professional ethics integrity and values;
- Willingness to devote sufficient time and energy in carrying out their duties andresponsibilities effectively.
4.1.3 The proposed appointee shall also fulfill the following requirements:
- Shall possess a Director Identification Number;
- Shall not be disqualified under the Companies Act 2013;
- Shall give his written consent to act as a Director;
- Shall endeavour to attend all Board Meetings and wherever he is appointed as aCommittee Member the Committee Meetings;
- Shall abide by the Code of Conduct established by the Company for Directors andSenior Management Personnel;
- Shall disclose his concern or interest in any Company or companies or bodiescorporate firms or other association of individuals including his shareholding at thefirst meeting of the Board in every financial year and thereafter whenever there is achange in the disclosures already made;
- Such other requirements as may be prescribed from time to time under the CompaniesAct 2013 Equity Listing Agreements and other relevant laws.
4.1.4 The NR Committee shall evaluate each individual with the objective of having agroup that best enables the success of the Company's business.
4.2 Criteria of Independence
4.2.1 The NR Committee shall assess the independence of Directors at the time ofappointment / reappointment and the Board shall assess the same annually. The Board shallre-assess determinations of independence when any new interests or relationships aredisclosed by a Director.
4.2.2 The criteria of independence as laid down in Companies Act 2013 is as below: Anindependent director in relation to a Company means a director other than a managingdirector or a whole-time director or a nominee director
a. who in the opinion of the Board is a person of integrity and possesses relevantexpertise and experience;
b. (i) who is or was not a promoter of the Company or its holding subsidiary orassociate Company;
(ii) who is not related to promoters or directors in the Company its holdingsubsidiary or associate Company;
c. who has or had no pecuniary relationship other than remuneration as such directoror having transaction not exceeding ten per cent. of his total income or such amount asmay be prescribed with the company its holding subsidiary or associate company ortheir promoters or directors during the two immediately preceding financial years orduring the current financial year;
d. none of whose relatives-
(i) i s holding any security of or interest in the company its holding subsidiary orassociate company during the two immediately preceding financial years or during thecurrent financial year:
Provided that the relative may hold security or interest in the company of face valuenot exceeding fifty lakh rupees or two per cent. of the paid-up capital of the companyits holding subsidiary or associate company or such higher sum as may be prescribed;
(ii) is indebted to the company its holding subsidiary or associate company or theirpromoters or directors in excess of such amount as may be prescribed during the twoimmediately preceding financial years or during the current financial year;
(iii) has given a guarantee or provided any security in connection with theindebtedness of any third person to the company its holding subsidiary or associatecompany or their promoters or directors of such holding company for such amount as maybe prescribed during the two immediately preceding financial years or during the currentfinancial year; or
(iv) has any other pecuniary transaction or relationship with the company or itssubsidiary or its holding or associate company amounting to two per cent. or more of itsgross turnover or total income singly or in combination with the transactions referred toin sub-clause (i) (ii) or (iii);
e. who neither himself nor any of his relatives
(i) holds or has held the position of a key managerial personnel or is or has beenemployee of the Company or its holding subsidiary or associate Company in any of thethree financial years immediately preceding the financial year in which he is proposed tobe appointed;
Provided that in case of a relative who is an employee the restriction under thisclause shall not apply for his employment during preceding three financial years.
(ii) is or has been an employee or proprietor or a partner in any of the threefinancial years immediately preceding the financial year in which he is proposed to beappointed of (A) a firm of auditors or Company secretaries in practice or costauditors of the Company or its holding subsidiary or associate Company; or(B) any legalor a consulting firm that has or had any transaction with the Company its holdingsubsidiary or associate Company amounting to ten per cent or more of the gross turnover ofsuch firm;
(iii) holds together with his relatives two per cent or more of the total voting powerof the Company; or
(iv) is a Chief Executive or director by whatever name called of any nonprofitorganization that receives twenty-five per cent or more of its receipts from the Companyany of its promoters directors or its holding subsidiary or associate Company or thatholds two per cent or more of the total voting power of the Company; or
(v) is a material supplier service provider or customer or a lessor or lessee of theCompany.
f. shall possess appropriate skills experience and knowledge in one or more fields offinance law management sales marketing administration research corporategovernance technical operations corporate social responsibility or other disciplinesrelated to the Company's business.
g. shall possess such other qualifications as may be prescribed from time to timeunder the Companies Act 2013.
h. who is not less than 21 years of age.
4.2.3 The Independent Directors shall abide by the 'Code for Indep endentDirectors" as specified in Schedule IV to the Companies Act 2013.
4.3 Other directorships/committee memberships
4.3.1 The Board members are expected to have adequate time and expertise and experienceto contribute to effective Board performance. Accordingly members should voluntarilylimit their directorships in other listed public limited companies in such a way that itdoes not interfere with their role as directors of the Company. The NR Committee shalltake into account the nature of and the time involved in a Director's service on otherBoards in evaluating the suitability of the individual Director and making itsrecommendations to the Board.
4.3.2 A Director shall not serve as Director in more than 20 companies of which notmore than 10 shall be Public Limited Companies.
4.3.3 A Director shall not serve as an Independent Director in more than 7 ListedCompanies and not more than
3 Listed Companies in case he is serving as a Wholetime Director in any Listed Company.
4.3.4 A Director shall not be a member in more than 10 Committees or act as Chairman ofmore than 5 Committees across all companies in which he holds directorships. For thepurpose of considering the limit of the Committees Audit Committee and Stakeholders'Relationship Committee of all Public Limited Companies whether listed or not shall beincluded and all other companies including Private Limited Companies Foreign Companiesand Companies under Section 8 of the Companies Act 2013 shall be excluded.
For and on behalf of the Board of Minda Corporation Limited
ANNEXURE II TO THE DIRECTORS REPORT
REMUNERATION POLICY FOR DIRECTORS KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES
The Remuneration Policy of Minda Corporation Limited (the 'Company") is designedto attract motivate improve productivity and retain manpower by creating a congenialwork environment encouraging initiatives personal growth and team work and inculcatinga sense of belonging and involvement besides offering appropriate remuneration packagesand superannuation benefits. The policy reflects the Company's objectives for goodcorporate governance as well as sustained long term value creation for shareholders.
This Remuneration Policy applies to directors senior management including its KeyManagerial Personnel (KMP) and other employees of the Company.
The Nomination and Remuneration Committee and this Policy shall be in compliance withSection 178 of the Companies Act 2013 read along with the applicable rules thereto andRegulation 19 under the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015. The Key Objectives of the Committee would be:
1.1. To guide the Board in relation to appointment and removal of Directors KeyManagerial Personnel and Senior Management.
1.2. To evaluate the performance of the members of the Board and provide necessaryreport to the Board for further evaluation of the Board.
1.3. To recommend to the Board on Remuneration payable to the Directors Key ManagerialPersonnel and Senior Management.
1.4. To provide to Key Managerial Personnel and Senior Management reward linkeddirectly to their effort performance dedication and achievement relating to theCompany's operations.
1.5. To retain motivate and promote talent and to ensure long term sustainability oftalented managerial persons and create competitive advantage.
1.6. To devise a policy on Board diversity (Annexure)
1.7. To develop a succession plan for the Board and to regularly review the plan;
2.1. Act means the Companies Act 2013 and Rules framed there under as amended fromtime to time.
2.2. Board means Board of Directors of the Company.
2.3. Directors mean Directors of the Company.
2.4. Key Managerial Personnel means
2.4.1. Chief Executive Officer or the Managing Director or the Manager;
2.4.2. Whole-time director;
2.4.3. Chief Financial Officer;
2.4.4. Company Secretary; and
2.4.5. such other officer as may be prescribed.
2.5. Senior Management means Senior Management personnel of the Company who are membersof its core management team excluding the Board of Directors including Functional Heads.
3. ROLE OF COMMITTEE
3.1. Matters to be dealt with perused and recommended to the Board by the Nominationand Remuneration Committee
The Committee shall:
3.1.1. Formulate the criteria for determining qualifications positive attributes andindependence of a director.
3.1.2. Identify persons who are qualified to become Director and persons who may beappointed in Key Managerial and Senior Management positions in accordance with thecriteria laid down in this policy.
3.1.3. Recommend to the Board appointment and removal of Director KMP and SeniorManagement Personnel.
3.2. Policy for appointment and removal of Director KMP and Senior Management
3.2.1. Appointment criteria and qualifications
a) The Committee shall identify and ascertain the integrity qualification expertiseand experience of the person for appointment as Director KMP or at Senior Managementlevel and recommend to the Board his / her appointment.
b) A person should possess adequate qualification expertise and experience for theposition he /she is considered for appointment. The Committee has discretion to decidewhether qualification expertise and experience possessed by a person is sufficient /satisfactory for the concerned position.
c) The Company shall not appoint or continue the employment of any person as Whole-timeDirector who has attained the age of sixty years.
d) Indebtedness of any third person to the Company its holding subsidiary or associateCompany to there promoters or directors of such holding company for an amount of FiftyLacs Rupees at any time during the two immediately preceding financial years or duringthe current financial year.
3.2.2. Term / Tenure
a) Managing Director/Whole-time Director:
The Company shall appoint or re-appoint any person as its Executive Chairman ManagingDirector or Executive Director for a term not exceeding five years at a time. Nore-appointment shall be made earlier than one year before the expiry of term.
b) Independent Director:
An Independent Director shall hold office for a term up to five consecutive years onthe Board of the Company and will be eligible for re-appointment on passing of a specialresolution by the Company and disclosure of such appointment in the Board's report.
No Independent Director shall hold office for more than two consecutive terms but suchIndependent Director shall be eligible for appointment after expiry of three years ofceasing to become an Independent Director. Provided that an Independent Director shallnot during the said period of three years be appointed in or be associated with theCompany in any other capacity either directly or indirectly.
At the time of appointment of Independent Director it should be ensured that number ofBoards on which such Independent Director serves is restricted to seven listed companiesas an Independent Director and three listed companies as an Independent Director in casesuch person is serving as a Wholetime Director of a listed Company or such other number asmay be prescribed under the Act.
The Committee shall carry out evaluation of performance of every Director KMP andSenior Management Personnel at regular interval (yearly).
Due to reasons for any disqualification mentioned in the Act or under any otherapplicable Act rules and regulations thereunder the Committee may recommend to theBoard with reasons recorded in writing removal of a Director KMP or Senior ManagementPersonnel subject to the provisions and compliance of the said Act rules and regulations.
The Director KMP and Senior Management Personnel shall retire as per the applicableprovisions of the Act and the prevailing policy of the Company. The Board will have thediscretion to retain the Director KMP Senior Management Personnel in the same position/remuneration or otherwise even after attaining the retirement age for the benefit of theCompany.
3.3. Policy relating to the Remuneration for the Wholetime Director KMP and SeniorManagement Personnel
a) The remuneration / compensation / commission etc. to the Whole-time Director KMPand Senior Management Personnel will be determined by the Committee and recommended to theBoard for approval. The remuneration / compensation / commission etc. shall be subject tothe prior/ post approval of the shareholders of the Company and Central Governmentwherever required.
b) The remuneration and commission to be paid to the Whole-time Director shall be inaccordance with the percentage / slabs / conditions laid down in the Articles ofAssociation 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.
c) Increments to the existing remuneration/ compensation structure may be recommendedby the Committee to the Board which should be within the slabs approved by theShareholders in the case of Whole-time Director.
d) Where any insurance is taken by the Company on behalf of its Whole-time DirectorChief Executive Officer Chief Financial Officer the Company Secretary and any otheremployees for indemnifying them against any liability the premium paid on such insuranceshall not be treated as part of the remuneration payable to any such personnel. Providedthat if such person is proved to be guilty the premium paid on such insurance shall betreated as part of the remuneration.
3.3.2. Remuneration to Whole-time / Executive / Managing Director KMP and SeniorManagement Personnel:
a) Fixed pay:
The Whole-time/Executive/Managing Director KMP and Senior Management Personnel shallbe eligible for a monthly remuneration as may be approved by the Board on therecommendation of the Committee. The breakup of the pay scale and quantum of perquisitesincluding employer's contribution to P.F pension scheme medical expenses club feesetc. shall be decided and approved by the Board/ the Person authorized by the Board on therecommendation of the Committee and approved by the shareholders and Central Governmentwherever required.
b) Minimum Remuneration:
If in any financial year the Company has no profits or its profits are inadequatethe Company shall pay remuneration to its Whole-time Director in accordance with theprovisions of Schedule V and other applicable provisions.
c) Provisions for excess remuneration:
If any Whole-time Director draws or receives directly or indirectly by way ofremuneration any such sums in excess of the limits prescribed under the Act or without theprior sanction of the Central Government where required he / she shall refund such sumsto the Company and until such sum is refunded hold it in trust for the Company. TheCompany shall not waive recovery of such sum refundable to it unless permitted by theCentral Government.
3.3.3. Remuneration to Non- Executive / Independent Director:
a) Sitting Fees:
The Non- Executive / Independent Director may receive remuneration by way of fees forattending meetings of Board or Committee thereof. Provided that the amount of such feesshall be within the overall limit as prescribed by the Central Government from time totime
b) Stock Options:
An Independent Director shall not be entitled to any stock option of the Company.
4.1 The Nomination and Remuneration Committee shall consist of a minimum 3non-executive directors majority of them being independent.
4.2 Minimum two (2) members shall constitute a quorum for the Committee meeting.
4.3 Membership of the Committee shall be disclosed in the Annual Report.
4.4 Term of the Committee shall be continued unless terminated by the Board ofDirectors.
5.1 Chairperson of the Committee shall be an Independent Director.
5.2 Chairperson of the Company may be appointed as a member of the Committee but shallnot be a Chairman of the Committee.
5.3 I n the absence of the Chairperson the members of the Committee present at themeeting shall choose one amongst them to act as Chairperson.
5.4 Chairman of the Nomination and Remuneration Committee meeting could be present atthe Annual General Meeting or may nominate some other member to answer the shareholders'queries.
6. FREQUENCY OF MEETINGS
The meeting of the Committee shall be held at such regular intervals as may berequired.
7. COMMITTEE MEMBERS' INTERESTS
7.1 A member of the Committee is not entitled to : 42 :be present when his or her ownremuneration is discussed at a meeting or when his or her performance is being evaluated.
7.2 The Committee may invite such executives as it considers appropriate to bepresent at the meetings of the Committee.
The Company Secretary of the Company shall act asSecretary of the Committee.
9.1 Matters arising for determination at Committee meetings shall be decided by amajority of votes of Members present and voting and any such decision shall for allpurposes be deemed a decision of the Committee.
9.2 In the case of equality of votes the Chairman of the meeting will have a castingvote.
10. NOMINATION DUTIES
The duties of the Committee in relation to nominationmatters include:
10.1 Ensuring that there is an appropriate induction in place for new Directors andmembers of Senior Management and reviewing its effectiveness;
10.2 Ensuring that on appointment to the Board NonExecutive Directors receive a formalletter of appointment in accordance with the Guidelines provided under the Act;
10.3 Identifying and recommending Directors who are to be put forward for retirement byrotation.
10.4 Determining the appropriate size diversity and composition of the Board;
10.5 Setting a formal and transparent procedure for selecting new Directors forappointment to the Board;
10.6 Developing a succession plan for the Board and Senior Management and regularlyreviewing the plan;
10.7 Evaluating the performance of the Board Members and Senior Management in thecontext of the Company's performance from business and compliance perspective;
10.8 Making recommendations to the Board concerning any matters relating to thecontinuation in office of any Director at any time including the suspension or terminationof service of an Executive Director as an employee of the Company subject to the provisionof the law and their service contract.
10.9 Delegating any of its powers to one or more of its members or the Secretary of theCommittee;
10.10 Recommend any necessary changes to the Board; and
10.11 Considering any other matters as may be requested by the Board.
11. REMUNERATION DUTIES
The duties of the Committee in relation to remunerationmatters include:
11.1 to consider and determine the Remuneration Policy based on the performance andalso bearing in mind that the remuneration is reasonable and sufficient to attract retainand motivate members of the Board and such other factors as the Committee shall deemappropriate all elements of the remuneration of the members of the Board.
11.2 to approve the remuneration of the Senior Management including key managerialpersonnel of the Company maintaining a balance between fixedand incentive pay reflectingshort and long term performance objectives appropriate to the working of the Company.
11.3 to delegate any of its powers to one or more of its members or the Secretary ofthe Committee.
11.4 to consider any other matters as may be requested by the Board.
11.5 Professional indemnity and liability insurance for Directors and seniormanagement.
12. MINUTES OF COMMITTEE MEETING
Proceedings of all meetings must be minuted and signed by the Chairman of the Committeeat the subsequent meeting. Minutes of the Committee meetings to be tabled at thesubsequent Board and Committee meeting.
ANNEXURE TO THE REMUNERATION POLICY FOR DIRECTORS KEY MANAGERIAL PERSONNEL AND OTHEREMPLOYEES
BOARD DIVERSITY POLICY
1. Background and Objective
In terms of the requirements of Schedule II Part D (A3) of the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 theBoard of Directors of Minda Corporation Limited ("the Company") decided toconsider and formulate a policy on diversity of the composition of the Board by the nameof Board Diversity Policy ('the Policy'). The Policy sets out the approach to havediversity on the Boards of Directors ("Board") of the Company in terms ofthought experience knowledge perspective and gender in the Board.
The Diversity in the Board is increasingly recognized by the government stockexchanges companies shareholders and other stakeholders as an essential component ofgood corporate governance that ultimately leads to better business success andsustainability.
Board Diversity offer number of benefits:
Improving board effectiveness and decision-making by tapping into a broaderrange of perspectives;
Managing and mitigating environmental social and corporate governance risks;
Being more relevant by reflecting the diversity of a Company's workforce andstakeholders;
Signaling a more progressive Company.
Diversity is not simply about having a collection of individuals who have differentcharacteristics. It is about getting the right people for the job and harnessing theirunique and individual skills and experiences in a way that collectively benefits theorganization and the business.
2. Diversity on Board - Policy Statement
The term diversity typically refer to 'visible' indicators such as gender age andculture - including nationality race or ethnic background. It may also include theindividual skills exposure and experience.
The basic essence of policy of diversity is to provide a framework that should enablequalified people to be seen as potential directors when they might have otherwise beenoverlooked. They also encourage boards to recognize that 'differences' can be leveraged asassets. The ultimate objective is to have a board that offers a broad range ofperspectives that are directly relevant to the business and organizational needs.
Considering the above following parameters has been identified by Nomination andRemuneration for having a diversify board of the Company:
A. Value Statements
We believe diversity is important to board effectiveness because it willencourage a diversity of perspectives which we believe will fuel creativity andinnovation.
We commit that appointments to the Board will be based on merit as well ascomplementing and expanding the skills knowledge and experience of the Board as a whole.
We recognize and embrace the benefits of having a diverse Board and seeincreasing diversity at Board level as an essential element in maintaining a competitiveadvantage.
A truly diverse Board will include and make good use of differences in theskills regional and industry experience background race gender and other qualities ofDirectors. These differences will be considered in determining the optimum composition ofthe Board and when possible should be balanced appropriately. All Board appointments aremade on merit in the context of the skills and experience the Board as a whole requiresto be effective.
B. Nominations and Appointments
The Nominations and Remuneration Committee isresponsible for:
Assessing the appropriate mix of skills experience expertise and diversityrequired on the Board based on current and projected future activities of the Company andthe extent to which the required skills experience expertise and diversity arerepresented on the Board;
Overseeing Board succession to maintain an appropriate mix of skillsexperience expertise and diversity on the Board and shall also perform monitoringreviewing and reporting to the Board on Board diversity;
Managing the process of recruiting new board directors including: defining therequisite qualifications skills experience and expertise identifying candidatesreviewing and interviewing candidates and making recommendations to the Board;
Ensuring that the Board recruitment process and criteria are inclusive andbased on principles of merit and fairness. For all Board nominations it will ensure thatthe selection approach is formal and thorough and provides access to a diverse pool ofqualified candidates. Appointments will be based on merit but with due regard for thebenefits of diversity on the Board including gender and age;
For all Board nominations shortlist will be compiled which must include atleast one female candidate (or any other appropriate diversity attribute). If at the endof the selection process a female candidate (or any other appropriate diversityattribute) is not selected the Board must be satisfied that there are objective reasonsto support the selection decision.
C. Board Composition
We will review our board composition in terms of the size of the Board and thenumber of non-executive directors and executive directors in relation to the overall Boardin terms of requirement of Companies Act 2013 and equity listing Agreement.
Our Board aspires to having an appropriate proportion of directors who havedirect experience in our key markets with different ethnic backgrounds of both gendersreflecting our business strategy.
D. Board Effectiveness
We strongly believe that a highly effective Board is about chemistry andbehaviour underpinned by robust processes. Our Board contains individuals who havediverse skills knowledge and experiences that combine to provide different perspectivesand effective board dynamics. In maximizing the Board's effectiveness we take along-term sustainable and measured approach. We believe that all Board appointmentsshould be based on meritocracy and that diversity in all its aspects including genderdiversity is important Policy Statement.
E. Support Structure
On an annual basis we will review the need for diversity training for Boarddirectors. This will include orientation on diversity-related issues for new directors andstrengthening the knowledge/skills of existing directors to ensure that our diversitygoals are met.
A comprehensive Board orientation will be provided for all new directors whichwill include diversity related topics such as: industry sector information stakeholdersand key relationships our strategic plan legal and regulatory framework etc.
We will assist in the development of a pipeline of high-caliber candidates byencouraging a broad range of seniorindividuals within the business to take on additionalroles togain valuable Board experience
F. Monitoring Tracking and Reporting
The Board will be responsible to approve monitor and report on diversity at alllevels of the Company including at Board level.
The Board will ensure that appropriate disclosures are made in the CorporateGovernance section of the Annual Report regarding the Board Diversity. Such report willalso include a summary of this Policy the measurable objectives set for implementing thePolicy and progress made towards achieving those objectives.
The Committee will discuss and agree annually all measurable objectives forachieving diversity on the Board and recommend them to the Board for adoption. At anygiven time the Board may seek to improve one or more aspects of its diversity and measureprogress accordingly.
The Nominations and Remuneration Committee will conduct an annual review of thispolicy (which will include a review of the effectiveness of the policy) discuss anyrequired changes with the Board and ensure that any revisions to this policy are approvedby the Board.
G. Operating plan for Roadmap Action plan for the coming year:
Continue to support succession plans and development of the Board;
Continue to drive the understanding of talent across the organization andsupport our development programme for key employees;
Continue to review ongoing knowledge and training for all directors; and
Continue to ensure that the plan for the evolution of non-executive directorsover the medium term to maintain the appropriate mix of skills.
For and on behalf of the Board of Minda Corporation Limited