To the Members of Minda Industries Limited
The Board of Directors hereby submit their twenty-ninth report alongwith the audited financial statements of the Company for the financial year ended on March31 2021. The standalone and consolidated performance of the Company is summarised below:
Financial Results (Amount Rs in Crores unless otherwise stated)
|Particulars || |
| ||FY 2020-21 ||FY 2019-20 ||FY 2020-21 ||FY 2019-20 |
|Revenue from Operations ||3700.64 ||3524.72 ||6373.74 ||6222.03 |
|Other Income ||54.62 ||64.85 ||47.03 ||40.49 |
|Profit Before Tax ||177.44 ||155.06 ||323.07 ||278.05 |
|Add: Exceptional item ||(10.00) ||(42.75) ||1.73 ||(34.46) |
|Less: Tax Expense ||48.46 ||23.14 ||100.53 ||68.62 |
|Profit before share of profit in associates and joint ventures ||118.98 ||89.17 ||224.27 ||174.97 |
|Add: Share of net profit in associates and joint ventures || || ||24.17 ||12.97 |
|Less: Non-controlling interest || || ||41.81 ||32.76 |
|Profit for the year attributable to the Owner of the Company ||118.98 ||89.17 ||206.63 ||155.18 |
|Add: Other Comprehensive income for the year attributable to the Owners of the Company ||2.66 ||(3.80) ||14.31 ||(1.93) |
|Total Comprehensive income for the year attributable to the Owners of the Company ||121.64 ||85.37 ||220.94 ||153.25 |
|Earnings per share (EPS) || || || || |
|Basic (in ') ||4.45 ||3.40 ||7.73 ||5.92 |
|Diluted (in ') ||4.27 ||3.25 ||7.41 ||5.65 |
|Other Equity attributable to the Owners of the Company ||1593.45 ||1296.97 ||2202.18 ||1808.64 |
The financial statements for the year ended March 312021 have beenprepared after giving effect to the scheme of amalgamation of five Harita Group Companiesnamely (i) Harita Limited (ii) Harita Venu Private Limited (iii) Harita Cheema PrivateLimited (iv) Harita Financial Services Limited and (v) Harita Seating Systems Limitedwith Minda Industries Limited. For details refer Notes to Accounts forming part of thisAnnual Report.
Company's Performance Standalone
The standalone revenue from Operations for the FY 202021 was Rs3700.64 Crores as against Rs 3524.72 Crores in previous year. The profit after tax forthe FY 2020-21 was Rs 118.98 Crores as against Rs 89.17 Crores in the previous year. Totalcomprehensive income for the FY 2020-21 was Rs 121.64 Crores as against Rs 85.37 Crores inthe previous year.
The consolidated revenue from operations during the year for the FY2020-21 was Rs 6373.74 Crores as against Rs 6222.03 Crores in previous year. The profitafter tax attributed to the Owners for the FY 2020-21 was Rs 206.63 Crores as against Rs155.18 Crores in the previous year. Total comprehensive income attributed to the Owners ofthe Company for the FY 2020-21 was Rs 220.94 Crores as against Rs 153.25 Crores in theprevious year.
Consolidated Financial Statements
Pursuant to Section 129(3) of the Companies Act 2013 the consolidatedfinancial statements of the Company and its subsidiaries associates and joint venturesprepared in accordance with the relevant Accounting Standards specified under Section 133of the Act read with Rule 7 of the Companies (Accounts) Rules 2014 forms part of thisAnnual Report.
The WHO declared COVID-19 outbreak as a pandemic which continues tospread across the country. On March 23 2020 the Government of India also declared thispandemic a health emergency and ordered on March 24 2021 nation-wide lockdown of allnon-essential business imposed restrictions on movement of goods/ materials travel etc.which continued till May end. The lockdown was withdrawn in a phased manner in the next 6months. During the lockdown production was suspended at all the locations. Lockdown hassignificantly impacted the business operations. Consequently revenues and profitabilityhave been adversely affected. In order to mitigate some of the impact Company had takenvarious initiatives to manage its costs across the organisation and also took actions toconserve cash which is critical in times of crisis. This enabled the company to mitigatesome of the adverse effect of the lockdown. From September 2020 as the lockdown wasgradually withdrawn green shoots of revival in the economy including auto sector startedto emerge. The Company's operations started to recover after effect of the pandemic andthe results for the quarter/nine months ended were promising.
However the fangs of the pandemic again started to emerge from thebeginning of the current year with much more severe impact on health and life of thepeople. This has again compelled various state governments to impose lockdown and createcontainment zones. The re-emergence of the pandemic in the current financial year hasalready impacted the operations of the Company and the economy as a whole. Based oncurrent indicators of future economic conditions the Company expects to recover as thedemand comes from the customers.
Well-being and safety of the employees is of utmost priority. We arecarefully monitoring the rapidly evolving Covid-19 pandemic and will continue toproactively respond based on the evolving situation. The Company is undertaking all thenecessary measures to ensure compliance with the terms and conditions put in place byconcerned authorities. The Company will work towards an orderly return to production onceconditions permit.
The Board at its meeting held on 04th February 2021 declared aninterim dividend of ' 0.35 per equity share i.e. 17.50% on 271928704 equity shares ofRs 2 each. Further the Board at its Meeting held on June 13 2021 has recommended a finaldividend of ' 0.50 per equity share for the financial year ended on March 31 2021subject to the approval of shareholders at the ensuing Annual General Meeting of theCompany. The total dividend for the financial year ended on March 31 2021 aggregates to '0.85 per equity shares of Rs 2 each i.e. 42.50%.
The Company has complied with the dividend distribution policy of theCompany the copy of which is available on the website of the Company athttps://www.unominda. com/images/Corporate_governance/Corporate_Governance_Policies/Dividend-Policy.pdf
Transfer to Reserve
The Company has not proposed any amount to be transferred to theGeneral Reserve.
Share Capital Authorised Share Capital
The authorised share capital of the company during the year hasincreased from Rs 1201314500/- to Rs 2142820500/- due to addition of authorisedshare capital upon merger of 4 wholly owned subsidiaries viz (i) M J Casting Limited (ii)Minda Distribution Services Limited (iii) Minda Auto Components Limited and (iv) MindaRinder Private Limited w.e.f. August 012020 with the Company.
Further the authorised share capital of the Company has been increasedto Rs 51 16920500/- due to addition of authorised share capital upon merger of 5Transferor Companies viz (i) Harita Limited (ii) Harita Venu Private Limited (iii)Harita Cheema Private Limited (iv) Harita Financial Services Limited and (v) HaritaSeating Systems Limited w.e.f. April 012021
Issue of equity shares on Rights Issue basis
The Board of Directors at their meeting held on June 29 2020 andAugust 1 1 2020 approved the issue of 971 1739 fully paid up equity shares at an issueprice of Rs 250 each (including premium of Rs 248 per equity share over face value of Rs 2each) under rights issue basis. The Company allotted 971 1739 equity shares on rightsissue basis on September 15 2020.
Issued subscribed and paid-up share Capital
The issued subscribed and paid-up equity share capital of the Companyas on March 31 2020 was Rs 524433930/- comprising of 262216965 Equity Shares of Rs2 each. The Company came out of Right Issue and allotted 971 1739 equity shares onSeptember 15 2020. As a result the Issued Subscribed and Paid-up share capital of theCompany increased to Rs 543857408/- comprising of 271928704 Equity Shares of Rs 2each. The Issued Subscribed and Paid-up share capital of the Company as on March 31 2021remains at Rs 543857408.
Key Business developments during the year under review
i. Merger of four wholly-owned subsidiaries with the Company
The National Company Law Tribunal (NCLT) Delhi Bench has vide its orderdated June 1 2020 sanctioned the composite scheme of merger of Company's wholly ownedsubsidiaries i.e. M J Casting Limited Minda Distribution and Services Limited Minda AutoComponents Limited and Minda Rinder Private Limited (formerly known as Rinder IndiaPrivate Limited) with the Company. The order of NCLT was filed with Registrar ofCompanies (ROC) on August 01 2020 and the said merger is effective from the date offiling with the ROC. It may be noted that in terms of relevant provisions of INDAS thefinancials statements of the Company for the previous financial year (FY 2019-20) hasalready been prepared after giving effect to the aforesaid scheme of the amalgamation.
ii. Merger of Harita Limited Harita Venu Private Limited HaritaCheema Private Limited Harita Financial Services Limited. and Harita seating systemsLimited with the Company
The National Company Law Tribunal (NCLT) Chennai Bench havingjurisdiction over Transferor Companies and NCLT Delhi Bench having jurisdiction overTransferee Company have vide their order dated February 23 2021 and February 01 2021respectively sanctioned the composite scheme of merger of Harita Limited Harita VenuPrivate Limited Harita Cheema Private Limited Harita Financial Services Limited andHarita Seating Systems Limited ("Transferor Companies") with the TransfereeCompany i.e. Minda Industries Limited. The said order of NCLT Chennai Bench was filedwith ROC on March 26 2021 and order of NCLT Delhi Bench was filed with ROC on April 012021 and as such the said merger is effective from the date of filing with the ROC.
In terms of the scheme the Company had sent Election Notice to theshareholders of Harita Limited Harita Venu Private Limited Harita Cheema Private Limitedto opt either to receive equity shares of the Company or to receive Non-ConvertibleRedeemable Preference shares of the Company. Election Notice was not sent to theshareholders of Harita Financial Services Limited as the entire shares of Harita FinancialServices Limited was held by Harita Limited. The Company has allotted on May 12 2021securities to the shareholders of the said companies.
Further in terms of the composite scheme of the amalgamation Companyhas sent Election Notice to the shareholders of Harita Seating Systems Limited to opteither to receive equity shares of the Company or to receive Non-Convertible RedeemablePreference shares of the Company. The Election period ends on June 11 2021. After the endof Election period Company shall allot securities to the shareholders of Harita SeatingSystems Limited as per option exercised by them.
iii. Update on Merger of Minda I Connect private Limited
The Board of Directors of your Company had its meeting held onFebruary 6 2020 approved the merger of Minda I Connect Private Limited ("TransferorCompany" or "Minda I Connect") with Minda Industries Limited (TransfereeCompany) by way of Scheme of Amalgamation under Section 230-232 of the Companies Act2013.
In-principle approval of Stock Exchanges has been received on December2020. The said merger is subject to approval of shareholders creditors NCLT and otherregulatory authorities.
Minda I Connect is inter alia engaged in telematics business anddevelopment of related software hardware designing programming in automotive mobilityand information technology segment. Transferor Company Brands - I-Connect and Carot havebeen established as a leading telematics brand in India (Hardware and software).
Your Company desires to expand its business in automotive componentsand this amalgamation would lead to improved customer connect and enhanced market shareacross product segments relating to auto sector. The Transferor Company's products likesoftware hardware designing programming in automotive mobility and informationtechnology segment will synergise well with the product groups of the Company. Inconsideration for amalgamation the shareholders of the Minda I Connect shall receive 10(Ten) fully paid up equity shares of the Company of Rs 2 each for every 179 (One HundredSeventy-Nine) fully paid up equity shares of Minda I Connect of Rs 10 each.
The Scheme is available on the website of the Company athttps://www.unominda.com/uploads/ Investor/June_2020/scheme-of-amalgamation.pdf
iv. setting up a project for 4Wheel Lighting in Gujarat
Company has proposed to set up a new plant for 4 wheel lighting inGujarat by incremental expansion and transfer of existing business (existing productline/small lamp) from Manesar to Gujarat and existing project line (Tail lamp) from Puneto Gujarat. The estimated cost of the project is Rs 89.69 Crore. The project is expectedto commence in Quarter 4 of 2021-22.
v. Major Expansion in Joint Venture/subsidiary Companies
(A) Minda Kyoraku Limited
Minda Kyoraku Limited a subsidiary of the Company has decided toexpand its Blow Moulding plant in Bangalore and to install a paint shop facility thereinat an estimated cost of Rs 87.29 Crore. The expected SOP is Q1 of 2022-23.
(B) Minda Kosei Aluminum Wheel private Limited
Minda Kosei Aluminum Wheel Private Limited manufactures aluminium alloywheels mainly for OEMs. It has two plants in India 1st plant is located in Bawal Haryanaand the 2nd plant in Dekavada Gujarat.
Minda Kosei has proposed to increase capacity of its Bawal Plant from120000 wheel per month to 180000 wheel per month at an estimated investment of Rs 167Crore. The expanded production is expected to start from Quarter 4 of 2021-22.
Change in Nature of Business
There is no change in the nature of business of your Company during theyear.
Material Changes and Commitments
Except for impact of lockdown due to COVID-19 pandemic there were nomaterial changes and commitments occurred between the end of the financial year as onMarch 31 2021 and the date of this report which affects financial position of theCompany.
Employee Stock Option Scheme
Your Company has implemented UNOMINDA Employee Stock Option Scheme 2019or UNOMINDA ESOS 2019 (hereinafter referred to as the "Scheme"). The maximumnumber of options to be granted under the ESOS 2019 shall not exceed 7866500 optionsconvertible into equity shares of the Company which is approximate 3% of the paid-upshare capital of the Company as on the date of approval of the scheme. One option shallentitle the eligible employee to one equity share. The NRC of the Board is empowered toadminister this scheme including to determine the eligible employees the vesting periodand exercise price of the options.
NRC on January 28 2021 has granted 88325 number of optionsconvertible into equal no. of Equity shares having face value of Rs 2 each to the eligibleemployees of the Company and its Subsidiaries at a price of Rs 325 per option. Pursuant tothe provisions of SEBI (Share Based Employee Benefits) Regulations 2014 disclosure withrespect to the Scheme of the Company as on March 31 2021 is enclosed as Annexure-A tothis Report. The ESOS 2019 has also been uploaded on the Company's website atwww.unominda.com.
The Scheme is in compliance with SEBI (Share Based Employee Benefits)Regulations 2014 ('Employee Benefits Regulations') and there has been no change to theplan during the financial year.
Issuance of Commercial paper and its Listing
During the year Company has issued Commercial paper (CP) 4 times tomeet its short term funds requirement resulting into the savings in finance cost of theCompany.
The following CPs were issued during 2020-21 :-
|s. No. ||date of allotment ||date of maturity ||Cp Issue Value ||Whether Listed |
|1 ||June 19 2020 ||September 17 2020 ||Rs 50 Crores ||Listed |
|2 ||July 28 2020 ||October 26 2020 ||Rs 25 Crores ||Unlisted |
|3 ||August 07 2020 ||December 05 2020 ||Rs 25 Crores ||Listed |
|4 ||March 18 2021 ||June 16 2021 ||Rs 50 Crores ||Unlisted |
Corporate social Responsibility Initiatives
As part of its initiatives under Corporate Social Responsibility (CSR)the CSR Committee has been entrusted with the prime responsibility of recommending to theBoard about Corporate Social Responsibility Policy which shall indicate the activities tobe undertaken by the Company as specified in Schedule VII of Companies Act 2013 theamount of expenditure to be incurred on CSR activities and monitoring the implementationof the framework of the CSR Policy.
During the year under review the CSR policy has been revised as perthe Companies (CSR Policy) Amendment Rules 2021 dated January 22 2021. The brief outlineof the Corporate Social Responsibility (CSR) Policy of the Company as adopted by the Boardand the initiatives undertaken by the Company on CSR activities during the year underreview are set out in Annexure B of this report in the format prescribed in the Companies(Corporate Social Responsibility Policy) Rules 2014. For other details regarding the CSRCommittee please refer to the Corporate Governance Report which is a part of thisreport. The CSR policy is available on https://www. unominda.com/investor/corporate-governance
Conservation of energy Technology absorption and Foreign ExchangeEarnings and outgo
The information on conservation of energy technology absorption andforeign exchange earnings and outgo stipulated under Section 134(3)(m) of the CompaniesAct 2013 read with Rule-8 of the Companies (Accounts) Rules 2014 is enclosed asannexure-C to the Board's Report.
The Company has complied with the Corporate Governance requirements asspecified in SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 andthe Companies Act 2013 the report on the same as stipulated in Regulation 34 read withSchedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015is enclosed as annexure-D to the Board's Report.
The Certificate issued by M/s. Sanjay Grover & Associates CompanySecretaries in practice confirming the Compliance of conditions of Corporate Governance asstipulated in Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 is enclosed as annexure^ to the Board's Report.
risk Management policy
The Board of Directors of the Company has constituted a Risk ManagementCommittee to frame implement and monitor the risk management plan for the Company. TheCommittee is responsible for reviewing the risk management plan and its effectiveness. TheCompany has Risk Management Policy which can be accessed on Company's website www.unominda.com. The Company has also laid down the procedures to inform Board members aboutrisk assessment and minimisation procedures.
Regular meeting of the Risk Management Committee are held to review andfurther improve the risk management systems of the Company. During the year under reviewthe Committee re-assessed top 10 risks and its mitigation plan. Risk management is anongoing activity considering the dynamic business environment in which Company operates.Continuous re-assessment of risks and mitigation plan has helped the Company to mitigatenew evolving risks and minimise adverse effect of such risk in the interest and for thebenefit of all the stakeholders.
Internal Financial Control and its adequacy
The Board has adopted policies and procedures for governance of orderlyand efficient conduct of its business including adherence to Company's policiessafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation of reliablefinancial information and its disclosures. The Company's internal control systems arecommensurate with the nature of its business the size and complexity of its operations.
The internal control and governance process are duly reviewed for theadequacy and effectiveness through regular testing of key controls by management andindependent internal auditors.
Human Resource Management
This year was full of challenges we started the year with an outbreakof COVID 19. Our focus shifted primarily to three important areas: Employee safety &wellbeing Effective Communication and Managing teams & work remotely.
We created special COVID task force teams to take care of employees. Wealso conducted regular townhalls to boost employee morale and for effective and continuedcommunication
This year we strengthened our focus on organisation processes andsystems. We identified all unique roles in the organisation and created task force torewrite all role descriptors for each such role. To position right person for right jobwe conducted virtual assessment center for all Manager and above employees.
To achieve our group goals we cascaded Organisation goals to KPIs andcascaded KPIs till last level of the organisation. This will help employees to align withorganisation goals. We further strengthened our process by relooking and updating our SOPsto align them to internal and external need We also redesigned and further strengthenedHuman Resource function by crafting a new role of regional hub in all geographies where wehave our presence. This makes HR support accessible to all employees.
During this year we became more agile by moving employee data to eHRMmodule of Success Factors where we have completed our first performance management cycle.eHRM helps Organisation to make quick and right decision on Successional planning andother initiatives related to employee as employee data is now available on a click ofbutton.
At the end of the last quarter when things started coming back tonormal second wave hit us more hard this is clear indication that focus on employeesafety and well-being will remain our key focus for some more time.
particulars of Employees
The ratio of remuneration of each director to the median of employees'remuneration as per Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is enclosedas Annexure-F.
In accordance with the provisions of Section 197(12) of the CompaniesAct 2013 and Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 the names and other particulars of employees are available withthe Company. In terms of provisions of Section 136(1) of the Act any member intends toobtain a copy of the said details may write to the Company Secretary.
Your Company is deeply committed to highest standards of ethical moraland legal business conduct. It ensures that it provide a respectful work environment notonly for all our employees but for all our external partners too. Accordingly the Boardof Directors have formulated Whistle Blower Policy which is in compliance with theprovisions of Section 177(10) of the Companies Act 2013 and Regulation 22 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
The Company has an Ethics Helpline for the employees (both permanentand contractual) directors vendors suppliers and other stakeholders collectively knownas the "Reporters" of Minda Industries Limited. The helpline will serve as anavenue for the Reporters to 'blow the whistle' in case they come across any unethical orfraudulent activity happening in the organisation.
The Company has taken a special attention and greater emphasis onwhistle blower activities where initiatives such as campaigns posters at prominentlocations awareness sessions etc. were taken to encourage the employees to speak-up aboutany wrong doing activities and bring the same to the notice of the Management throughwhistle blower activities.
The complaints under whistle blower are processed by professionals toassure collection of accurate information and protection of the informationconfidentiality. The reportable matters are disclosed to Audit Committee. No personnelhave been denied access to the Audit Committee.
Directors and Key Managerial Personnel
As on March 31 2021 there were seven (7) Directors on the Board ofyour Company consisting of four (4) Independent Directors one (1) Non-ExecutiveDirector one (1) Executive Director and one (1) Chairman & Managing Director (CMD).Pursuant to the provisions of Section 203 of the Act the Key Managerial Personnel of theCompany as on March 312021 are:
i. Mr. Nirmal K. Minda Chairman and Managing Director
ii. Ms. Paridhi Minda-Whole-Time Director
iii. Mr. Sunil Bohra-Chief Financial Officer and
iv. Mr. Tarun Kumar Srivastava- Company Secretary & ComplianceOfficer of the Company.
During the year under review there were no changes in the KeyManagerial Personnel of the Company.
During the year under review the tenure of following IndependentDirectors were extended upon completion of first term:
|sr. No. ||Name of director ||Date of Completion of first term ||period of re-appointment for second term |
|1. ||Ms. Pravin Tripathi ||February 05 2021 ||February 06 2021 to February 05 2023 |
| || || || |
|2. ||Mr. Krishan Kumar Jalan ||May 15 2021 ||May 16 2021 to May 15 2023 |
| || || || |
The consent of the members is sought through Postal Ballot by way ofspecial resolution for the re-appointment of Ms. Pravin Tripathi and Mr. Krishan KumarJalan as Independent Directors.
Board has appointed Mr. Ravi Mehra as Whole Time Director designated asDeputy Managing Director for a period of three years w.e.f. April 01 2021 to March 312024. The consent of the members is sought through Postal Ballot for the appointment ofMr. Ravi Mehra as Whole Time Director designated as Deputy Managing Director of theCompany.
Declaration by Independent Directors
In compliance with Section 149(7) of the Act read with SEBI (ListingObligations and Disclosures Requirements) Regulations 2015 the Independent Directors ofthe Company have submitted the declaration(s) that each of them meet the criteria ofindependence as provided in Section 149(6) of the Act read with sub-rule (1) and sub-rule(2) of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules 2014and SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 and therehas been no change in the circumstances which may affect their status as independentdirector during the year.
Directors retiring by rotation
In accordance with the provisions of the Companies Act 2013 and interms of Articles of Association of the Company Mr. Nirmal Kumar Minda retires byrotation and being eligible offers himself for re-appointment. The details of Mr. NirmalK Minda being recommended for re-appointment are included in the notice of the ensuingAnnual General Meeting of the Company.
The evaluation of the Board Board Committees and directors werecarried out in accordance with the provisions of Companies Act 2013 SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and Guidance note issued bySEBI in this regard. Questionnaire forms were circulated to all the directors for theirfeedback on Board Board Committees and director evaluation. A meeting of the independentdirectors was held on January 28 2021 where they reviewed and discussed the feedback onthe functioning of the Board Board Committees Chairman and other directors. TheNomination and Remuneration Committee (NRC) at its meeting held on January 28 2021 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. The area of improvements as highlighted by the evaluation exercise has beenimplemented to further strengthen the corporate governance of the organisation.
Familiarisation programme for Board Members
The Company has in place a structured induction and familiarisationprogramme for all its Directors including the Independent Directors. They are updated onall business related issues and new initiatives. They are also invited in management levelbusiness review meetings so as to step back and assist the executive management. They arealso informed 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 Policyaims to have an appropriate mix of executive non-executive and independent directors tomaintain the independence of the board and separate its functions of governance andmanagement. On March 31 2021 the Board consists of seven members out of which two areexecutive directors one is non-executive director and remaining four are independentdirectors. The aforesaid policies of the Company on directors' appointment andremuneration including criteria for determining qualifications positive attributesindependence of a director and other matters as required under sub-section (3) of Section178 of the Companies Act 2013 are available on the Company's websitehttps://www.unominda.com/images/ Corporate_governance/Corporate_Governance_Policies/Nomination--Remuneration-Policy.pdf. There has been no change in the said policies duringthe year under review.
Meetings of Board and Audit Committee
During the year eight (8) Board Meetings and six (6) Audit Committeemeetings were convened and held the details of which are given in the CorporateGovernance Report forming part of this Annual Report. The intervening gap between themeetings was not exceeding the period prescribed under the Companies Act 2013.
Committees of the Board
The Company has the following committees which have been establishedas a part of the corporate governance practices and are in compliance with therequirements of the relevant provisions of applicable laws and statutes.
Nomination and Remuneration Committee
Stakeholders Relationship Committee
Corporate Social Responsibility Committee
Risk Management Committee
The details with respect to the compositions powers roles terms ofreference and number of meetings held during the year of relevant committees are given indetail in the Corporate Governance Report of the Company which forms part of this Board'sReport.
Directors' Responsibility Statement
Pursuant to Section 134 (5) of the Companies Act 2013 the Board ofDirectors to the best of their knowledge and ability confirm:
a. that in the preparation of the annual accounts the applicableaccounting standards have been followed and there are no material departures;
b. that they have selected such accounting policies and applied themconsistently and made judgment and estimates that are reasonable and prudent so as to givea true and fair view of the state of affairs of the Company as at March 31 2021 and ofthe profit of the Company for the year ended on that date;
c. that they have taken proper and sufficient care for the maintenanceof adequate accounting records in accordance with the provisions of the Companies Act2013 for safe guarding the assets of the Company and for preventing and detecting fraudand other irregularities;
d. that they have prepared the annual accounts on a 'going concernbasis';
e. that they have laid down proper internal financial controls and suchinternal financial controls are adequate and operating effectively; and
f. that they have devised proper systems to ensure compliance with theprovisions of all applicable laws and such systems are adequate and operating effectively.
Based on the framework of internal financial controls and compliancesystems established and maintained by the Company the work performed by the internalstatutory cost and secretarial auditors including the audit of internal financialcontrols over financial reporting by the statutory auditors and the reviews performed bymanagement and the relevant board committees including the audit committee the Board isof the opinion that the Company's internal financial controls were adequate and effectiveduring FY 2020-21. related party Transactions
All the related party transactions during the financial year were inthe ordinary course of business and on arm's length basis and hence a disclosure in FormAOC-2 in terms of clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014 is not required.
The details of the transactions with related parties during the yearunder review are provided in the accompanying financial statements.
Prior omnibus approval of the Audit Committee is obtained for thetransactions which are of a foreseen and repetitive nature. The Related PartyTransactions are placed before the Audit Committee and also before the Board for approval.During the year under review there were no material related party transactions in termsof Regulation 23 of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015.
During the year under review the non-executive directors of theCompany had no pecuniary relationship or transactions with the Company other than sittingfees and reimbursement of expenses as applicable.
In accordance with the requirements of SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 the Company has also adopted the Policy onRelated Party Transactions and the same is available on the website of the Company athttps://www.unominda.com/uploads/Investor/Sept_2020/mil-related-party-transaction-policy.pdf.
Subsidiaries Joint Ventures and Associates
The Company has 11 direct subsidiaries 13 step down subsidiaries 8joint ventures and 2 associates as on March 31 2021 as defined under the Companies Act2013. Besides the Company has control over a partnership firm and significant influenceover 3 partnership firm as on March 31 2021. During the year under review Minda TGRubber Private Limited (non-material subsidiary) due to decrease in stake by
I. 10% ceased to be subsidiary of the Company and is now a jointventure Company.
During the year under review the Company acquired 30% stake of TokaiRika Minda India Private Limited (TRMN). TRMN is now an associate Company.
During the year under review Company raised its stake in Minda OnkyoIndia Private Limited by Rs 13.54 Crore to maintain the shareholding ratio of 50:50 as theJV Partner converted its ECB into equity share equivalent of Rs 13.54 Crore.
During the year under review Company decided to make a furtherinvestment upto Euro 2.9 Million in the equity shares of the Global Mazinkert S.L. anoverseas Wholly Owned Subsidiary of the Company.
Your Company diluted its stake in Kosei Minda Aluminum Private Limitedby renouncing equity shares offered in Right basis to JV partner namely KoseiInternational Trade and Investment Company Limited Japan. The Company decreased
II. 69% stake in Kosei Minda Aluminum Company Private Limited itcontinue to be a associate with the stake of 18.31% w.e.f. April 2021.
During the year under review one (1) step down subsidiary was addednamely Minda Korea Limited. Further Delvis GmBH merged with Minda Germany GmBH a stepdown subsidiary of the Company.
Pursuant to the provisions of Section 129(3) of the Act a statementcontaining the salient features of financial statements of the Company's subsidiariesjoint ventures and associates in Form AOC-1 is attached to the financial statements of theCompany. Further pursuant to the provisions of Section 136 of the Act the financialstatements of the Company consolidated financial statements along with relevant documentsand separate audited financial statements in respect of subsidiaries are available on thewebsite of the Company at https://www.unominda.com/ investor/subsidiaries-annual-accounts
Awards and Recognition
Golden Peacock Award in Corporate Governance
During the year Company has won the Golden Peacock Award for excellencein Corporate Governance 2020 from the Institute of Directors New Delhi. Golden PeacockAwards is instituted by Institute of Directors and is now the most prestigious award forCorporate Excellence worldwide.
CsR Excellence award for Extraordinary Contribution towards CSR
During the year Company has been awarded "The 5th Institute ofCompany Secretaries of India (ICSI) CSR Excellence Award" for extraordinarycontribution towards CSR under the category of The Best Corporate in the EmergingCategory The Institute of Company Secretaries of India (ICSI) National Awards are one ofthe most prestigious awards recognising & promoting the culture of good governanceand the social responsibility.
Deposits from public
The Company has not accepted any deposits from the public under section73 of the Companies Act 2013 during the year under review and as such no amount ofprincipal or interest was outstanding as on March 31 2021. particulars of LoansGuarantees or Investments
Details of Loans Guarantees and Investments covered under Section 186of the Companies Act 2013 forms part of the Notes to the Standalone Financial Statementsprovided in this Annual Report.
auditors and auditors' report
Statutory auditors and Statutory auditors report
At the 27th AGM the Members approved appointment of B S R & Co.LLP Chartered Accountants (LLP Registration no. 101248W/W-100022) as Statutory Auditorsof the Company to hold office for a period of two years from the conclusion of that AGMtill the conclusion of the twenty-ninth AGM. Tenure of existing Statutory Auditors i.e. BS R & Co. LLP Chartered Accountants is going to complete at ensuing Annual GeneralMeeting and as per the provisions of Section 139 of the Companies Act 2013 they are noteligible for further re-appointment as their tenure of 10 years will be completed.Accordingly the Company is required to appoint a new auditor in place of outgoingauditor.
Board of Director of the Company upon recommendation of the AuditCommittee has recommended to appoint M/s. S.R. Batliboi & Co. LLP CharteredAccountants (Firm registration No. 301003E/E300005) as the Statutory Auditors in place ofthe retiring Auditors of the Company for five Years commencing from the conclusion of theensuing 29th Annual General Meeting scheduled to be held on August 12 2021 upto theconclusion of 34th Annual General Meeting of the Company to be held in the year 2026subject to approval by shareholders in ensuing Annual General meeting. The Company hasreceived Certificate from M/s. S.R. Batliboi & Co. LLP Chartered Accountants statingthat the appointment if made will be in accordance with conditions prescribed in rules andthe auditor satisfies criteria provided under Section 141 of the Companies Act 2013.
The Statutory Auditors' Report for FY 2020-21 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 matterunder Section 143(12) of the Companies Act 2013.
Cost Accounts and Cost Auditors
The cost accounts and records as required to be maintained underSection 148 (1) of the Companies Act 2013 are duly made and maintained by the Company.
The Board of Directors upon recommendation of the Audit Committee hasappointed M/s. Jitender Navneet & Co. Cost Accountants (Firm Registration No.000119) as the Cost Auditors for FY 2021-22. A resolution seeking approval of the membersfor ratifying the remuneration payable to the Cost Auditors for FY 2021-22 is provided inthe Notice to the ensuing Annual General Meeting.
The Board has appointed M/s. Sanjay Grover & Associates PracticingCompany Secretaries (Firm Registration No. P2001DE052900) to conduct secretarial auditfor FY 2021-22.
The Secretarial Audit Report for the financial year ended March 312021 is enclosed as Annexure-G. The Secretarial audit report does not contain anyqualification reservation or adverse remark or disclaimer.
Further as per the requirement of Regulation 24A of SEBI (LODR)Regulation 2015 the Secretarial Audit report of the material subsidiaries namelyMindarika Private Limited and Minda Kosei Aluminum Wheel Private Limited is also attachedwith the main Secretarial Report.
Disclosure under the Sexual Harassment of Women at Workplace(Prevention prohibition and Redressal) act 2013
The Company strives to ensure that all employees are treated withdignity and respect. The Company is committed towards making efforts to maintain aworkplace with physical and mental comfort free of prejudice and bias based on sexgender race caste culture nationality etc.
The Company is an Equal Employment Opportunity Company (EEOC) and iscommitted to create a healthy working environment that enables employees to work withoutfear or prejudice gender bias and a harassment free workplace to all employees withoutregard to race caste religion colour ancestry marital status gender sexualorientation age nationality ethnic origin or disability.
The Company has in place a robust policy and framework for preventionof sexual harassment at workplace. The policy is formulated for the purpose of preventionprohibition and redressal mechanisms of any wrongs with "sexual intent" definedunder sexual harassment at the workplace - and Principle of Natural Justice.
The Company also believes that all employees of the Company have theright to be treated with dignity. Sexual harassment at the work place or other than workplace if involving an employee or employees is a grave offence and is thereforepunishable. During the year one complaint was received under the Act and enquiry isconducted by the Internal Complaint Committee and action has been taken.
Significant and Material Orders
No significant or material orders were passed by the Regulators orCourts or Tribunals which will impact the going concern status and Company's operations infuture.
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act theAnnual Return of the Company is available on the Company's website on www.unominda.com
Management Discussion & Analysis Report
Pursuant to SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 Management Discussion & Analysis is enclosed as annexure -H.
Compliance of secretarial standards
The Company has devised proper systems to ensure compliance with theprovisions of all applicable Secretarial Standards issued by the Institute of CompanySecretaries of India and that such systems are adequate and operating effectively.
suspension of securities of the Company
The securities of the Company have not been suspended from trading inany of the stock exchanges.
The Company follows the financial year commence from April
1 and ends on March 31 of subsequent year.
Report on deviation(s) or variation(s) if any in the use of amountraised from public.
During the year under review Company issued securities on the basis ofrights issue to its existing shareholders. The monitoring agency report on utilisation ofproceeds has been filed with the stock exchanges and there are no deviation or variationin in the use of proceeds from the objects stated in the offer document.
Business Responsibility Report
A detailed Business Responsibility Report in terms of the provisions ofRegulation 34 of the Listing Regulations is enclosed as Annexure-L.
Details of application made or any proceeding pending under theInsolvency and Bankruptcy Code 2016 (31 of 2016) and their status
There are no application made or any proceeding pending under theInsolvency and Bankruptcy Code 2016 (31 of 2016) during the year
Details of difference between amount of the Valuation done at the timeof one Time settlement and the Valuation done while taking loans from the Banks orFinancial Institution alongwith the reasons thereof
There are no such events occurred during the period from
April 01 2020 to March 31 2021 thus no valuation is carried out forthe one-time settlement with the Banks or Financial Institutions.
Your Directors thank the various Central and State GovernmentDepartments organisations and agencies for the continued help and co-operation extendedby them.
Your Directors also gratefully acknowledge all stakeholders of theCompany viz. shareholders customers dealers vendors banks and other business partnersfor the excellent support received from them during the year. The Directors place onrecord their sincere appreciation to all employees of the Company for their unstintedcommitment and continued contribution to the Company.
|For and on ||behalf of the Board of Directors |
| ||For Minda Industries Limited |
| ||Nirmal K Minda |
|Place : Gurugram ||Chairman & Managing Director |
|Date : June 13 2021 ||DIN: 00014942 |