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Minda Industries Ltd.

BSE: 532539 Sector: Auto
NSE: MINDAIND ISIN Code: INE405E01023
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OPEN 375.65
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VOLUME 2210
52-Week high 425.85
52-Week low 263.10
P/E 79.63
Mkt Cap.(Rs cr) 9,750
Buy Price 371.85
Buy Qty 500.00
Sell Price 373.50
Sell Qty 2.00
OPEN 375.65
CLOSE 375.85
VOLUME 2210
52-Week high 425.85
52-Week low 263.10
P/E 79.63
Mkt Cap.(Rs cr) 9,750
Buy Price 371.85
Buy Qty 500.00
Sell Price 373.50
Sell Qty 2.00

Minda Industries Ltd. (MINDAIND) - Director Report

Company director report

To the Members of

Minda Industries Limited

The Board of Directors hereby submit their Twenty-Seventh report along with the auditedfinancial statements of the Company for the financial year ended on 31 March 2019. Thestandalone and consolidated performance of the Company is summarised below:

Financial Results

(Amount Rs in Crores unless otherwise stated)

Particulars

Standalone

Consolidated

2018-19

2017-18

2018-19

2017-18
Revenue from Operations 2099.70 1903.80 5908.09 4548.29
Other Income 47.02 38.39 27.03 33.35
Profit Before Tax 187.33 170.11 454.68 405.47
Tax Expense 41.69 39.75 134.07 97.69
Profit before share of profit in associates and joint ventures 145.30 135.83 320.61 307.78
Share of net profit in associates and joint ventures - - 18.87 23.08
Non-controlling interest - - 53.86 20.67
Profit for the year attributable to the Owner of the Company 145.30 135.83 285.62 310.19
Other Comprehensive income for the year attributable to the Owners of the Company (0.09) 0.60 (0.71) 4.80
Total Comprehensive income for the year attributable to the Owners of the Company 145.21 136.43 284.91 314.99
Earnings per share (EPS)
Basic (in Rs) 5.54 5.24 10.90 11.96
Diluted (in Rs) 5.54 5.22 10.90 11.93
Equity attributable to the Owners of the Company 1097.95 969.90 1704.16 1391.69

Company's Performance Standalone

The Standalone Revenue from Operations grew by 10.29% during the year to Rs 2099.70Crores from Rs 1903.80 Crores in previous year. The profit after tax wasRs 145.30 Croresas against Rs 135.83 Crores in the previous year. Total comprehensive income was Rs 145.21Crores as against Rs 136.43 Crores in the previous year.

Consolidated

The Consolidated Revenue from Operations grew by 29.90% during the year to `5908.09Crores from Rs 4548.29 Crores in previous year. The profit after tax attributable to theOwners of the Company was Rs 285.62 Crores as against Rs 310.19 Crores in the previousyear. Total comprehensive income attributable to the Owners of the Company was Rs 284.91Crores as against Rs 314.99 Crores in the previous year.

Consolidated Financial Statements

Pursuant to Section 129(3) of the Companies Act 2013 the consolidated financialstatements of the Company and its subsidiaries associates and joint ventures prepared inaccordance with the relevant Accounting Standards specified under Section 133 of the Actread with Rule 7 of the Companies (Accounts) Rules 2014 forms part of this AnnualReport.

Dividends

The Board at its meeting held on 6 February 2019 declared an interim dividend of Rs0.45 per equity share i.e. 22.50% on

262216965 equity shares of Rs 2 each. Further the Board at its Meeting held on 16May 2019 has recommended a final Rs 0.65 per equity share for the financial dividend ofyear ended on 31 March 2019 subject to the approval of shareholders at the ensuing AnnualGeneral Meeting to be held on 6 August 2019.

The total dividend for 2018-19 aggregates to Rs 1.10 per equity share of the face valueof Rs 2 each as compared to Rs 0.94 (adjusted figure post Bonus Issue of 2:1) per equityshare of the face value of Rs 2 each for 2017-18. There was no liability towards dividenddistribution tax on the dividend paid during the year considering the adequate tax creditwas available on dividend received from its subsidiary companies. The final dividend willbe paid to members whose names appear in the Register of Members as on 30 July 2019. TheCompany has complied with the dividend distribution policy of the Company the copy isavailable on the website of the Company at www.unominda.com.

Transfer to Reserve

The Company has not proposed any amount to be transferred to the General Reserve.

Share Capital

During the year under review your Company issued and allotted 833500 Equity Sharesof Rs 2/- each fully paid-up to the eligible employees upon exercising the optionsgranted to them (including adjustment for bonus) under the Employee Stock Options Scheme2016 (ESOS-2016).

Further during the year under review your Company issued Bonus shares to theshareholders of the Company in the ratio of 2:1 i.e. 2 (two) Bonus Equity Shares of Rs 2each fully paid up for every 1(one) existing equity share of Rs 2 each fully paid up. TheCompany allotted 174342310 bonus shares. Consequent to the above the issuedsubscribed and paid-up Equity Share capital of your Company as on 31 March 2019 is at`524433930/- comprising of 262216965 Equity

Shares of Rs 2 each.

During the year under review the Company has neither issued any shares withdifferential voting rights nor any sweat equity shares.

Key Business developments during the year under review (i) Acquisition and Merger ofHarita Seating Systems Limited (In process)

The Board of Directors of your Company had its meeting held on 14 February 2019approved acquisition of Harita Seating Systems Limited ("Harita") by way ofcomposite scheme of amalgamation which is the leading manufacturer of seating systems inIndia. Harita specialises in manufacture & supply of safe ergonomic and reliabledriver seats and bus passenger seats. Harita seats are used in the automotive segments ofcommercial vehicles tractors off-road vehicles and Buses. The proposed amalgamation willenable the Company to have a new product range which will synergize well with its existingproducts. The scheme of amalgamation also involve amalgamation of four promoter'scompanies of Harita so as to have a simple holding structure post amalgamation.

The said merger shall be subject to receipt of necessary approvals of shareholders andcreditors SEBI Stock Exchanges National Company Law Tribunal the CompetitionCommission of India Reserve Bank of India and other governmental authorities as may berequired.

In consideration for amalgamation of Harita along with its promoter's companies withthe Company the shareholders of the said companies at the option exercised by themshall receive equity shares of Rs 2 each or 0.01 % fully paid up non-convertibleredeemable preference shares of Rs 100 each at a price of Rs 121.25 per share of theCompany as consideration for the proposed Scheme of amalgamation.

The Scheme as approved by the Board is available on the website of the Company atwww.unominda.com.

(ii) Acquisition of iSYS RTS Germany

The Company acquired 80% of equity share capital of iSYS RTS GmbH (‘iSYS') aGermany based company. iSYS is a niche player engaged in systems engineering developmentof hardware and software with product and services offering in embedded systemsElectronic Control Unit (‘ECUs' or ‘controllers'). These automotive ECUs/controllers are used in lighting infotainment systems automation and buildingtechnologies amongst others. Marquee customers of iSYS include BMW and Rolls Royce whichis testimony to the superior quality of controllers manufactured by the said Company. Theacquisition is in line with strategy of the Company to increase its offering / kit value.This will also improve export prospects from India to European Union and ASEAN nations.

(iii) Business service agreement & technical tie up with Sensata Technologies forMagnetic Speed & Position Sensors India business

The Company entered into an agreement for Magnetic Speed & Position Sensors (CamCrank & TISS sensor products) India business of Sensata Technologies i.e. BusinessTransfer of CAM Crank & TISS sensors in India. Sensata Technologies will also provideknow-how technical support and engineering support for 5 years.

This will open opportunities to enter into critical engine sensors.

(iv) Acquisition of Telematics Business

Your Company has entered into definitive agreement with KPIT Engineering Ltd. and itssubsidiary Impact Automotive Solutions Ltd. for purchase of its telematics business. Thisincludes acquisition of software know how customers and relevant employees related toTelematics hardware products consisting VTS-AIS 140

OBITS (On Bus Integrated Telematics Systems complying to UBS-II specifications) andTelematics product for School Bus.

The above acquisition will offer the opportunity for growth and expansion in theTelematics space in

India and this collaboration would give access to new customers and technology.

(v) Joint Venture

The Company has entered into Joint Venture Agreement with Kosei International Trade andInvestment Company Limited Hong-Kong and formed a new joint venture company namely KoseiMinda Mould Private Limited

(JV Company) for manufacturing of moulds for alloy-wheels. The shareholding of theCompany is 49.90% in the said JV Company.

(vi) Setting up a 2 Wheeler Alloy Wheel Plant

The Company is in the process of setting up a new manufacturing plant of 2 WheelerAlloy Wheel in

Maharashtra. The outlay of the project is `500 Crores which will be completed in twophases. In the first phase Rs 300 Crores will be undertaken within two years andthereafter the second phase will be undertaken. The start of production is expected fromH2-2019-20.

(vii) Setting up of Controller and Telematics Manufacturing Plant

The Company is in the process of setting up a new manufacturing plant of Controller andTelematics for 2Wheeler and 4Wheeler in Maharashtra. The outlay of the project is `77Crores. The start of production is expected from H2-2019-20.

Change in Nature of Business

There is no change in the nature of business of the Company during the year.

Material Changes and Commitments

There were no material changes and commitments occurred between the end of thefinancial and the date of this report which affects financial the Company.

Employee Stock Option Scheme

Your Company had implemented "Minda Employee Stock Option Scheme 2016" (ESOS2016) in the year 2016. The said scheme provided for grant of 1500000 (pre bonus- bonusratio being 2 new equity for existing 1 equity shares) options convertible into equal no.of Equity shares having face value of Rs 2 each. Under the said scheme 986750 shareswere allotted to 21 eligible employees. The said Scheme was closed in 2018.

In order to widen scope and effectiveness of the vision of the Company to continue toincentivise the employees of the Company (including the employees of its existing orfuture subsidiaries) ("Employees") the Board of Directors at their meeting heldon 6 February 2019 upon recommendation of Nomination and Remuneration Committee("NRC") approved a new share-based incentive plan called the

"UNOMINDA Employee Stock Option Scheme 2019" (ESOS 2019) which was dulyapproved by the shareholders through Postal Ballot during the year.

The maximum number of options to be granted under the ESOS 2019 shall not exceed7866500 options convertible into equity shares of the Company which is approximate 3%of the paid-up share capital of the Company as on the date of approval of the scheme. Oneoption shall entitle the eligible employee to one equity share. The NRC of the

Board is empowered to administer this scheme including to determine the eligibleemployees the vesting period and exercise price of the options.

During the year no shares were allotted under ESOS 2019. Further during the year there has been no material change in ESOS 2016 and ESOS 2019.

Pursuant to the provisions of SEBI (Share Based Employee Benefits) Regulations 2014disclosure with respect to the ESOS 2016 and ESOS 2019 Scheme of the Company as on 31March 2019 is enclosed as Annexure A to this Report. The ESOS 2019 has also been uploadedon the Company's website at www.unominda.com.

The stock option schemes are in compliance with SEBI (Share Based Employee Benefits)Regulations 2014 (‘Employee Benefits Regulations') and there have been no changes tothe plan during the financial year.

Corporate Social Responsibility Initiatives

As part of its initiatives under Corporate Social Responsibility (CSR) the CSRCommittee has been entrusted with the prime responsibility of recommending to the Boardabout Corporate

Social Responsibility Policy which shall indicate the activitiesyearason31March 2019 tobe undertaken by the Company as specified in Schedule position of VII of Companies Act2013 the amount of expenditure to be incurred on CSR activities and monitoring theimplementation of the framework of the CSR Policy.

During the year under review the Committee comprised of Mr. Nirmal K Minda Chairman& Managing Director as Chairperson of the Committee. Mr. Alok Dutta IndependentDirector Mr. Satish Sekhri Independent Director and Mr. Anand Kumar Minda Non-executiveDirector.

The details of the CSR Policy of the Company are available on our websitehttps://wwwunominda . .com/investor/corporate-governance. The CSR Report is enclosed asAnnexure-B to the Board's Report.

Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule-8 of the Companies (Accounts) Rules 2014 is enclosed as Annexure-C to the Board'sReport.

Corporate Governance

The Company has complied with the Corporate Governance requirements as specified inSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and the CompaniesAct 2013 the report on the same as stipulated in Regulation 34 read with Schedule V ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is enclosedas Annexure D to the Board's Report. The Certificate Company Secretaries in practiceconfirming the Compliance of conditions of Corporate Governance as stipulated inRegulation 34(3) read with Schedule V of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is enclosed as Annexure-E to the Board's Report.

Risk Management Policy

The Board of Directors of the Company has constituted a Risk Management Committee toframe implement and monitor the risk management plan for the Company. The Committee isresponsible for reviewing the risk management plan and its effectiveness. The Company hasRisk Management Policy which can be accessed on Company's website www. unominda.com. TheCompany has also laid down the procedures to inform Board members about risk assessmentand minimisation procedures.

Internal Financial Control and its adequacy

The Board has adopted policies and procedures for governance of orderly and efficientconduct of its business including adherence to Company's policies safeguarding of itsassets the prevention and detection of frauds and errors the accuracy and completenessof the accounting records and the timely preparation of reliable financial information andits disclosures. The Company's internal control systems are commensurate with the natureof its business the size and complexity of its operations.

The internal control and governance process are duly reviewed for the adequacy andeffectiveness through regular testing of key controls by management and independentinternal auditors.

Human Resource Management

As the organisation moves closer to realising its Vision and achieving the Group Goals2024-25 the Management is developing a Leadership pipeline and an Eco-System to supportthe Company's ambitious journey. The Company has made an impactful beginning in the year2018-19 for Leadership Development Programs i.e. Transfor-M & M-LEAP.

Talent and capability building was made more robust by effecting job-rotations bothinter and intra domains/ businesses. The jobs rotated the highest ever number of keytalent in the year 2018-19 thus creating an eco-system of cross learning and experientialcapability enhancement. The Company's Leadership Development programs are a year-longactivity and these programmes are curated for

Middle to Senior Leadership level. Through these initiatives the Company is takingstrides to realise a very passionate goal of the Chairman Shri Nirmal K Minda which isto minimise lateral hiring and give more & more opportunities to internal talent pool.The TRANSFOR-M & M-LEAP phase 2 continues in the year 2019-20.

In order to fulfil this goal the Company is focused to create a strong talent pool& pipeline by inducting trainees (GETs & MTs) from campuses across India andpreparing them for future roles. Last year the Company has re-mapped the career growthpath for its trainees to afford them with the right opportunities at the right time in theOrganisation. The Company has revised its focus on taking operators to staff levels andensuring through relevant L&D initiatives to help them make this transition easy andsuccessful.

With a view to create an Eco-system for sustaining success the Company recentlyconducted WOW (Ways of Working) workshop. Apart from many other takeaways a list of 10demonstrable behaviours was prepared and later announced to the entire Organisation. TheLeadership Team has committed to live these behaviours in order to lead by example tofoster a positive cascade of these behaviours across the entire Organisation.

The Company has embarked upon journey to become a ‘Great Place to Work' and in2018-19 the Company initiated a dip-stick survey for the same. The outcome of the surveywould give action points working and improving on which the Company is very hopeful ofentering the Great Places to Work league.

HR is moving rapidly on the e-HR way and last year automated various routine HRprocess much to the delight of the employees. This year HR is speeding ahead on the newE-HRM module Success Factors which would provide seamless integration of all HR processeswith the employee life-cycle.

All these initiatives taken in HR are a part of overall HR

Strategy plan to achieve the Group Goals 2024-25.

Particulars of Employees

The ratio of remuneration of each director to the median of employees' remuneration asper Section 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is enclosed as Annexure- F.

In accordance with the provisions of Section 197(12) of the Act and Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the namesand other particulars of employees are available with the Company. In terms of provisionsof Section 136(1) of the Act any member interested in obtaining a copy of the saiddetails may write to the Company Secretary.

Vigil Mechanism

Your Company is deeply committed to highest standards of ethical moral and legalbusiness conduct. It ensures that it provide a respectful work environment not only forall our employees but for all our external partners too. Accordingly the Board ofDirectors have formulated Whistle Blower

Policy which is in compliance with the provisions of Section

177(10) of the Companies Act 2013 and Regulation 22 of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015. Initially it had an internal ethicsreporting mechanism to raise concerns internally about any potential misconduct which hasbeen now been outsourced to an independent agency. It will enable anonymous reporting andconfidentiality will be maintained about the Reporters. The Company has launched an EthicsHelpline for the employees (both permanent and contractual) directors vendors suppliersand other stakeholders collectively known as the "Reporters" of MindaIndustries Limited. Ethics Helpline Service is a third party service managed by KPMG.

The helpline will serve as an avenue for the Reporters to ‘blow the whistle' incase they come across any unethical or fraudulent activity happening in the organisation.The Company has taken this initiative to encourage and promote transparency at workplace.The complaints under whistle blower are processed by trained professionals to assurecollection of accurate information and protection of the information confidentiality.

The reportable matters are disclosed to Audit Committee. No personnel have been deniedaccess to the Audit Committee.

Directors and Key Managerial Personnel Directors

As on 31 March 2019 there were six (6) Directors on the Board of your companyconsisting of three (3) Independent Directors one (1) Non-Executive Director one (1)Executive Director and one (1) Chairman & Managing Director (CMD). During the yearunder review the following changes have taken place in the Board of Directors of theCompany:

Mr. Nirmal K Minda has been re-appointed as Chairman and Managing Director ofthe Company for a period of five years from 1 April 2018 to 31 March 2023.• •Ms.Renu Challu Independent Director of the Company has completed her second term on 18December 2018 and accordingly ceased to be an Independent Director of the Company.

Ms. Pravin Tripathi has been appointed as an additional director in thecategory of Independent Woman Director of the Company w.e.f. 6 February 2019 for a periodof two years.

Ms. Paridhi Minda has been appointed as an additional director in thecategory of Whole-time Director of the Company w.e.f. 29 March 2019 for a period of fiveyears.

Key Managerial Personnel

As on 31 March 2019 Mr. Nirmal K Minda Chairman & Managing Director Ms. ParidhiMinda Whole-time Director Mr. Sunil Bohra Group CFO and Mr. Tarun Kumar SrivastavaCompany Secretary are the Key Managerial Personnel of the Company as per the provisions ofthe Companies Act 2013. During the year under review the following changes have takenplace in the Key Managerial Personnel of the Company:• •Mr. Tarun KumarSrivastava has been appointed as Company Secretary & Compliance Officer of the Companyw.e.f. 22 May 2018.

Mr. Sudhir Jain erstwhile Group CFO superannuated from the services of theCompany on 30 September 2018.• •Mr. Sunil Bohra has been appointed asGroup CFO of the Company w.e.f. 1 October 2018.

Ms. Paridhi Minda has been appointed as Whole-time Director of the Companyw.e.f. 29 March 2019.

Declaration by Independent Directors

In compliance with Section 149(7) of the Act the Independent Directors of the Companyhave submitted the declaration(s) that each of them meet the criteria of independence asprovided in Section 149(6) of the Act read with SEBI (Listing Obligations and DisclosuresRequirements) Regulations 2015 and there has been no change in the circumstances whichmay affect their status as independent director during the year.

Directors retiring by rotation

In accordance with the provisions of the Companies Act 2013 and in terms of Articlesof Association of the Company Mr. Nirmal K Minda retires by rotation and being eligibleoffers himself for re-appointment. The details of the Director being recommended forre-appointment are included in the notice of the ensuing Annual General Meeting of the

Company.

Board Evaluation

The evaluation of the Board Board Committees and directors were carried out inaccordance with the provisions of Companies Act 2013 SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and Guidance note issued by SEBI in thisregard. Questionnaire forms were circulated to all the directors for their feedback onBoard Board Committees and director evaluation. A meeting of the independent directorswas held on 6 February 2019 where they reviewed and discussed the feedback on thefunctioning of the Board Board Committees Chairman and other directors. The Nominationand Remuneration Committee (NRC) at its meeting held on 6 February 2019 alsoreviewed the feedback on the evaluation of the functioning of the Board Board CommitteesChairman and other directors. The Board reviewed and discussed the feedback of theevaluations.

Familiarisation programme for Board Members

The Company has in place a structured induction and familiarisation programme for allits Directors including the Independent Directors. The Company through such programmesfamiliarises not only the Independent Directors but any new appointee on the Board. Theyare updated on all business related issues and new initiatives. Plant visits are organisedfor directors to have first hand experience of manufacturing facilities. They are alsoinformed of the important policies of the Company including the ‘Code of Conduct forDirectors and Senior Management Personnel' and the ‘Code of Conduct for Prevention ofInsider Trading.'

Policy on Directors' appointment and remuneration

The Board Diversity Policy read with Nomination and

Remuneration Policy aims to have an appropriate mix of executive non-executive andindependent directors to maintain the independence of the board and separate itsfunctions of governance and management. On 31 March 2019 the Board consists of Sixmembers out of which two are executive directors one is non-executive director andremaining three are independent directors. The aforesaid policies of the Company ondirectors' appointment and remuneration including criteria for determiningqualifications positive attributes independence of a director and other matters asrequired under sub-section (3) of Section 178 of the Companies Act 2013 are available onthe Company's website www.unominda.com. There has been no change in the said policiesduring the year under review.

Meetings of Board and Audit Committee

During the year ten (10) Board Meetings and ten (10) Audit Committee meetings wereconvened and held. The details of which are given in the Corporate Governance Reportforming part of this Annual Report. The intervening gap between the meetings was notexceeding within the period prescribed under the Companies Act 2013.

Committees of the Board

The Company has the following committees which have been established as a part of thecorporate governance practices and are in compliance with the requirements of the relevantprovisions of applicable laws and statutes.

Audit Committee

Nomination and Remuneration Committee

Stakeholders Relationship Committee

Corporate Social Responsibility Committee

Risk Management Committee

The details with respect to the compositions powers roles terms of reference andnumber of meetings held during the year of relevant committees are given in detail in theCorporate Governance Report of the Company which forms part of this Board's Report.

Directors' Responsibility Statement

Pursuant to Section 134 (5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm:

a) that in the preparation of the annual accounts the applicable accounting standardshave been followed and there are no material departures;

b) that they have selected such accounting policies and applied them consistently andmade judgment and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at 31 March 2019 and of the profit of theCompany for the year ended on that date;

c) that they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) that they have prepared the annual accounts on a ‘going concern basis';

e) that they have laid down proper internal financial controls and such internalfinancial controls are adequate and operating effectively; and

f) that they have devised proper systems to ensure compliance with the provisions ofall applicable laws and such systems are adequate and operating effectively.

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company the work performed by the internal statutoryCost and secretarial auditors including the audit of internal financial controls overfinancial reporting by the statutory auditors and the reviews performed by management andthe relevant board committees including the audit committee the Board is of the opinionthat the Company's internal financial controls were adequate and effective during FY2018-19.

Related Party Transactions

All the related party transactions during the financial year were in the ordinarycourse of business and on arm's length basis and hence a disclosure in Form AOC-2 in termsof clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies(Accounts) Rules 2014 is not required.

The details of the transactions with related parties during the year under review areprovided in the accompanying financial statements.

Prior omnibus approval of the Audit Committee is obtained for the transactions whichare of a foreseen and repetitive nature. The Related Party Transactions are placed beforethe Audit Committee and also before the Board for approval. During the year under reviewthe non-executive directors of the Company had no pecuniary relationship or transactionswith the Company other than sitting fees and reimbursement of expenses as applicable.

In accordance with the requirements of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 the Company has also adopted the Policy on Related Party

Transactions and the same is available on the website of the Company atwww.unominda.com.

Subsidiaries Joint Ventures and Associates

The Company has 16 direct subsidiaries 8 step down subsidiaries 8 joint ventures and2 associates as on 31 March 2019 as defined under the Companies Act 2013. Besidesthe Company has control over a partnership firm and significant influence over twopartnership firm as on 31 March 2019. During the year under review 2 subsidiaries 1 stepdown subsidiary and 2 Joint Ventures were added. Pursuant to the provisions of Section129(3) of the Act a statement containing the salient features of financial statements ofthe Company's subsidiaries joint ventures and associates in Form AOC-1 is attached to thefinancial statements of the Company. Further pursuant to the provisions of Section 136 ofthe Act the financial statements of the Company consolidated financial statements alongwith relevant documents and separate audited financial statements in respect ofsubsidiaries are available on the website of the Company at https://wwwunominda . .com/investor/subsidiaries-annual-accounts.

Deposits from Public

The Company has not accepted any deposits from the public under section 73 of theCompanies Act 2013 during the year under review and as such no amount of principal orinterest was outstanding as on 31 March 2019.

Particulars of Loans Guarantees or Investments

Details of Loans Guarantees and Investments covered under Section 186 of the CompaniesAct 2013 forms part of the Notes to the Standalone Financial Statements provided in thisAnnual Report.

Statutory Auditors and Auditors' Report Statutory Auditors

It is proposed to re-appoint M/s. B S R & Co. LLP Chartered Accountants (ICAI Firmregistration no. 101248W/W-100022) as Statutory Auditors of the Company for another termof two years commencing from the conclusion of the

27th Annual General Meeting untill the conclusion of 29th

Annual General Meeting to be held in the year 2021. M/s. B S R & Co. LLP hasfurnished a certificate and consent under section 139 & 141 of the Companies Act 2013and the Companies (Audit and Auditors) Rules 2014 for their re-appointment as theAuditors of the Company. In terms of listing regulations the Auditors have confirmed thatthey hold a valid certificate of ICAI.

The Statutory Auditors' Report for the financial year 2018-19 does not contain anyqualification reservation or adverse remark or disclaimer the same forms part of thisAnnual Report

The Statutory Auditors of the Company have not reported any matter under Section143(12) of the Companies Act 2013.

Cost Records and Cost Auditors

The cost accounts and records as required to be maintained under Section 148 (1) of theCompanies Act 2013 are duly made and maintained by the Company.

The Board of Directors upon recommendation of the Audit

Committee has appointed M/s. Jitender Navneet & Co. Cost Accountants (FirmRegistration No.: 000119) as the Cost Auditors for the financial year 2019-20. Aresolution seeking approval of the members for ratifying the remuneration payable to theCost Auditors for FY 2019-20 is provided in the Notice to the ensuing Annual GeneralMeeting.

Secretarial Auditors

The Board has appointed M/s. Sanjay Grover & Associates Practicing CompanySecretaries (Firm Registration No. P2001DE052900) to conduct secretarial audit for thefinancial year 2019-20. The Secretarial Audit Report for the financial year ended 31 March2019 is enclosed as Annexure-G. The Secretarial audit report does not contain anyqualification reservation or adverse remark or disclaimer.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013

The Company has always believed in providing a safe workplace to every individualworking in Company's premises through various interventions and practices. The Companyalways endeavors to create and provide an environment that is free from discrimination andharassment including sexual harassment. The Company has in place a robust policy andframework for prevention of sexual harassment at workplace.

The policy aims at prevention of harassment of employees as well as contractors andlays down the guidelines for identification reporting and prevention of sexualharassment. There is an Internal Committee which is responsible for redressal ofcomplaints related to sexual harassment and follows the guidelines provided in the policy.The Company has complied with provisions relating to the constitution of

Internal Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. During the year one complaint was received andnecessary action has been taken to redress the same.

Significant and Material Orders

No significant

Regulators or Courts or Tribunals which will impact the going concern status andCompany's operations in future.

Extract of Annual Return

The extract of the Annual Return in form MGT-9 as required under Section 92(3) of theCompanies Act 2013 and Rule 12 of the Companies (Management and Administration) Rules2014 is enclosed as Annexure-H. The same is available on the website of the Company atwwwunominda . .com

Management Discussion & Analysis Report

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015Management Discussion & Analysis is enclosed as Annexure -I.

Disclosure of Secretarial Standards

The Company has devised proper systems to ensure compliance with the provisions of allapplicable Secretarial

Standards issued by the Institute of Company Secretaries of India and that such systemsare adequate and operating effectively.

Suspension of Securities of the Company

The securities of the Company have not been suspended from trading in any of the stockexchanges.

Financial Year

The Company follows the financial year commence from 1 April and ends on 31 March ofsubsequent year.

Business Responsibility Report or material orders were passed by the

A detailed Business Responsibility Report in terms of the provisions of Regulation 34of the Listing Regulations is available as a separate section in the Annual Report.

Acknowledgements

Your Directors thank the various Central and State Government Departmentsorganisations and agencies for the continued help and co-operation extended by them.

Your Directors also gratefully acknowledge all stakeholders of the Company viz.shareholders customers dealers vendors banks and other business partners for theexcellent support received from them during the year. The Directors place on record theirsincere appreciation to all employees of the

Company for their unstinted commitment and continued contribution to the Company.

For and on behalf of the Board of Directors

For Minda Industries Limited

Nirmal K Minda

Chairman and Managing Director

Place : Gurugram

Date : 16 May 2019

DIN: 00014942