minda corporation ltd share price Directors report

To

The Members,

Your Directors have pleasure in presenting to you the 38^th (Thirty Eighth) Annual Report and the audited financial statements for the year ended 31^st March, 2023.

FINANCIAL RESULTS

Particulars	Standalone		Consolidated
	31.03.2023	31.03.2022	31.03.2023	31.03.2022
1 Income
(a) Revenue from operations	34,924	27,348	43,001	29,759
(b) Other income	419	463	158	242
Total income	35,343	27,811	43,159	30,001
2 Profit from operation before Interest, Depreciation, Other Expenses, taxes and share of profit/ (loss) of joint ventures/associate	7,818	6,201	9,131	6,500
3 Finance costs	388	305	407	309
4 Depreciation and amortization expense	1,100	1,028	1,381	1,120
5 Other expenses	3,830	3,088	4,358	3,313
6 Exceptional Income	(250)	-	-	327
7 Profit from operations before share of profit of joint ventures/ associate and taxes	2,250	1,780	2,985	2,085
8 Share of profits of joint ventures/associate (net of taxes)	-	-	(99)	74
9 Profit from operations before income tax	2,250	1,780	2,886	2,159
10 Tax expense
(a) Current tax	-	463	243	547
(b) Deferred tax	(160)	(66)	(196)	(90)
(c) Tax adjustments related to earlier years	4	(219)	(6)	(217)
Total tax expense	(156)	178	41	240
11 Profit/(loss) for the year	2,406	1,602	2,845	1,919
12 Other comprehensive income
(a) Items that will not be reclassified subsequently to profit or loss
- Remeasurement of defined benefit liabilities	9	(8)	12	(4)
- Valuation gain/(loss) for fair value through comprehensive income equity	(90)	-	(90)	-
- Income tax relating to items that will not be reclassified subsequently to profit or loss	20	2	20	1
- Share of remeasurement of defined benefit liabilities (net of tax) of an associate and joint ventures	-	-	-	1
- Net other comprehensive income not to be reclassified subsequently to profit or loss	(61)	(6)	(58)	(2)
(b) Items that will be reclassified subsequently to profit or loss
- Exchange Difference in translating financial statement of continuing foreign operations	-	-	45	31
13 Other comprehensive income for the year (net of tax)	(61)	(6)	(13)	29
14 Total comprehensive income for the year	2,345	1,596	2,832	1,948

COMPANY PERFORMANCE

The financial statements have been prepared 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 turnover of H 34,924 Million against H 27,348 Million during previous year registering a growth of 27.70 %.

The Company has reported a Profit of H 2,406 Million as against Profit of H 1,602 Million during previous year with an increase of 50.19% over the previous year.

Consolidated Financials: During the year under review, your Company has achieved a consolidated turnover of H 43,001 Million against H 29,759 Million during previous year registering a growth of 44.50%.

The Company reported a Profit of H 2,845 Million from continuing operations as against Profit of H 1,919 Million earned during previous year with an increase of 48.25% over the previous year.

DIVIDEND

The Board of Directors of your Company has recommended a final dividend of H 0.80 per equity share (i.e. @ 40%) on 239,079,428 Equity Shares of H 2/- each fully paid up for the year ended March 31, 2023. The dividend proposal is subject to the approval of members at the ensuing Annual General Meeting scheduled to be held on July 27, 2023. This is in addition to the interim dividend of H 0.40/- per equity share (i.e. @ 20%) declared by the Board in its meeting held on February 08, 2023. The total dividend for FY 23 aggregates to H 1.20/- per equity share (i.e. @ 60%) as against H 1 per share (i.e. @ 50%) per equity share paid for the last year.

DIVIDEND DISTRIBUTION POLICY

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

INDUSTRY UPDATE

FY23 ended on a positive note for Indian automobile industry, emerging as a success story by bouncing back from the challenges posed by the pandemic, subdued demand, and supply chain constraints. With growth in overall automobile domestic sales of 12.5% in 2022-23, the industry recorded highest passenger vehicle sales with an annual growth of 25.4%. Commercial Vehicles and Three-Wheelers posted growth of 27% and 13% respectively, driven by higher off-take of Passenger Carriers. The Two-wheelers segment grew by a moderate 9%, after witnessing de-growth for previous three consecutive years. These segments are yet to reach the pre-pandemic levels. The automotive industry is witnessing a surge in demand owing to various factors, such as an increasing disposable income and a young, aspiring population and upbeat activity in the infrastructure sector.

Moreover, the availability of credit and financing options has made owning a vehicle more accessible. Favorable Policy initiatives ranging from impact of new PLI Schemes, encouraging announcements in Budget, forward looking Logistic & Foreign Trade Polices and recently announced Gas pricing Guidelines would go a long way in supporting the growth of the Industry.

CREDIT RATING

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

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

India Ratings & Research (Ind-Ra) has re-af_irmed the credit rating during the year under review whereas CRISIL has upgraded the long-term rating from CRISIL A+/Positive to CRISIL AA-/Stable and re-af_irmed the short-term rating.

SHARE CAPITAL

The paid-up Equity Share Capital as on 31^st March, 2023 is H 478,158,856/- (Rupees Four Hundred Seventy-Eight Million OneHundredFifty-EightThousandandEightHundredFifty-Six Only) divided into H 239,079,428/- (Two Hundred Thirty-Nine Million Seventy-Nine Thousand Four Hundred Twenty-Eight only) Equity Share of H 2/- each. The authorized share capital of the Company is H 1,577,000,000 (Rupees One Thousand Five Hundred Seventy-Seven Million Only) and the authorized share capital of the Company has been re-classified as divided into 692,500,000 (Six Hundred Ninety-Two Million and Five Hundred Thousand only) equity shares of H 2/- (Rupees Two only) each aggregating to H 1,385,000,000/- (Rupees One Thousand Three Hundred Eighty-Five Million Only) and 240,000 (Two Hundred and Forty Thousand) preference shares of H 800/- (Rupees Eight Hundred only) each aggregating to H 192,000,000/- (Rupees One Hundred Ninety-Two Million Only).

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF, established by the Government of India, after the completion of seven years. Further, according to the IEPF Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. During the year under review, the Company has transferred the unclaimed dividend (final) of H 34,445.80 (Thirty-Four Thousand Four Hundred and Forty-Five Rupees point Eighty Paisa Only) for the year 2014-15 and the unclaimed dividend (interim) of H 34,008.20 (Rupees Thirty-Four Thousand Eight and Twenty Paisa Only) for the year 2015-16 to IEPF. Year-wise amounts of unpaid / unclaimed dividends transferred to IEPF and the corresponding shares, is provided in the Shareholder Information Section of Corporate Governance Report and are also available on Companys website at www.sparkminda. com.

The details of the nodal officer appointed by the Company under the provisions of IEPF Rules are available on the website of the Company i.e. https://sparkminda.com/wp-content/uploads/2023/01/Investor_Grievance_Redressal_ Policy.pdf.

EMPLOYEE STOCK OPTION SCHEME 2017

Your Company with the objective of introducing a long-term incentive tool to attract, motivate, retain talent and reward loyalty, formulated Minda Corporation Limited Employee Stock Option Scheme 2017 ("ESOP 2017") for grant of a maximum of 53,41,840 stock options to the eligible employees of the Company. Nomination and Remuneration Committee of the Company has granted total 44,87,646 stock options to the eligible employees of Minda Corporation Limited and its subsidiaries (Refer note 2.41) of notes to accounts in financial statements. A certificate from the secretarial auditors of the Company that the Scheme has been implemented in accordance with the applicable SEBI Guidelines and the resolution passed by Members would be placed at the Annual General Meeting for inspection by Members. There is no material change in the scheme, the same follows the applicable regulations. The necessary disclosure pursuant to Regulation 14 of the SEBI (Share Based Employee Benefits and sweat equity) Regulations 2021 with regard to Employee Stock Option Scheme of the Company is available at Companys website i.e. https://sparkminda.com/ wp-content/uploads/2023/07/ESOP_Annexure_2022-23.pdf.

DEPOSITS

The Company has neither invited nor accepted any deposits from the public falling within the preview of section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 during the year. There is no unclaimed or unpaid deposit lying with the Company as on March 31, 2023.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

CORPORATE GOVERNANCE

Your Company follows the highest standards of Corporate Governance best practices. It adheres to and has implemented the requirements set out by SEBIs Corporate Governance norms. A separate section on Corporate Governance forms a part of the Directors Report.

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As per SEBI Circular dated May 10, 2021, a Business Responsibility and Sustainability Report is attached and forming part of this Annual Report.

CONSOLIDATED FINANCIAL STATEMENT

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

The performance of the Company on consolidated basis is also discussed at length in the Management Discussion and Analysis, which forms part of this Directors Report.

DIRECTORS/KEYMANAGERIALPERSONNEL-APPOINTMENT, RE-APPOINTMENT & RESIGNATION

During the year under review, there was no change in the composition of the Board of Directors and Key Managerial Personnel of the Company.

Mr. Ashok Minda (DIN: 00054727) was re- appointed as Chairman & Group CEO of the Company w.e.f August 01,

2022 for a period of 3 (Three) years as recommended by the Nomination & Remuneration Committee and approved by the Board of Directors in their meeting held on May 17, 2022 which was approved by the shareholders in the last AGM of the company held on July 28, 2022.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Ashok Minda (DIN: 00054727), Chairman and Group CEO of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. Upon his appointment, he will continue to act as Chairman & Group CEO of the Company.

The Company has received declarations of independence from all the Independent Directors confirming that they meet the criteria of independence as prescribed under section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and that they meet the criteria of independence.

The Board is of the opinion that all the Independent Directors of the Company are persons of integrity and possess relevant expertise and experience (including the proficiency) to act as Independent Directors of the Company. The Independent Directors of the Company have confirmed that they have registered with the Indian Institute of Corporate Affairs, Manesar and have included their name in the databank of Independent Directors within the statutory timeline as required under Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Details of the Familiarization Programme Module for Independent Directors is provided in the Corporate Governance Report forming part of the annual report of the Company.

The Board of Directors in their meeting held on August 12, 2019 has designated Mr. Avinash Parkash Gandhi as the Lead Independent Director of the Company. The role of the Lead Independent Director is available on the Companys website: https://sparkminda.com/wp-content/ uploads/2022/04/Role-of-Lead-Independent-Director.pdf

PERFORMANCE EVALUATION OF THE BOARD, COMMITTEES AND DIRECTORS

The Board of Directors has made a formal annual evaluation of its own performance and that of its committees pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The evaluation was done based on the evaluation criteria formulated by Nomination and Remuneration Committee which includes criteria such as fulfilment of specific functions prescribed by the regulatory framework, adequacy of meetings, attendance and effectiveness of the deliberations etc.

The Board also carried out an evaluation of the performance of the individual Directors (excluding the Director who was evaluated) based on their attendance, participation in deliberations, understanding the Companys business and that of the industry and in guiding the Company in decisions affecting the business and additionally in case of Independent Directors based on the roles and responsibilities as specified in Schedule IV of the Companies Act, 2013 and fulfilment of independence criteria and independence from management. The actions emerging from the Board evaluation process were collated and presented before the Chairman of Nomination and Remuneration Committee as well as the Board. Suggestions/feedback concerning strategic, governance and operational matters are actioned upon by the team.

As part of the evaluation process, the performance of non-independent directors, performance of the Board as a whole, performance of the Committee(s) of the Board and the performance of the Chairman was evaluated by the Independent Directors in a separate meeting of independent directors held on March 28, 2023 considering the views of other directors.

BOARD AND AUDIT COMMITTEE MEETINGS

During the year under review, 4 (four) Board Meetings, 8 (eight) Audit Committee Meetings were convened and held apart from other Committees meetings of the Company. The details of all the meetings are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

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

COMMITTEES OF THE BOARD

As on March 31, 2023, there are 7 (seven) Committees of the Board viz: Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee, Corporate Social Responsibility & Sustainability Committee, Risk Management Committee, Executive Committee and Investment Committee. A detailed note on the composition of the Board and its Committees is provided in the Corporate Governance Report section of this Annual Report.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

Pursuant to the provisions of section 134(3)(e) and Section 178(3) of the Companies Act, 2013 and the SEBI Listing Regulations, the policy of the Company on Directors appointment and remuneration, including the criteria for determining qualification, positive attributes, independence of directors and other matters like Board Diversity are given on the website of the Company at https://sparkminda.com/ wp-content/uploads/2020/04/Nomination-Remuneration-and-Board-Diversity-Policy.pdf

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

a) To determine remuneration of Directors, KMP, other senior management personnel and other employees, keeping in view all relevant factors including industry trends and practices.

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

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

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

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

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

g) To provide to Key Managerial Personnel and Senior Management reward linked directly to their effort, performance, dedication and achievement relating to the Companys operations.

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

i) The remuneration and commission to be paid to the Whole-time Director shall be in accordance with the percentage / slabs / conditions laid down in the Articles of Association of the Company and as per the provisions of the Act. The loans/advances to employees shall be in accordance with the conditions of service applicable to employees and are also in accordance with the Group Human Resource Policy.

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

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

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, your Directors confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed and no material departure was made for the same. The financial statements of the Company for the financial year ended March 31, 2023, have been prepared in accordance with Ind AS as prescribed under Section 133 of the Companies Act, 2013 (the "Act"), read with the relevant rules made thereunder and other accounting principles generally accepted in India;

b) Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the period ended on March 31, 2023;

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

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

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

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

NATURE OF BUSINESS

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

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 Code gives guidance and support needed for ethical conduct of business and compliance of law. A copy of the Code is available on the Companys website at the link: https:// sparkminda.com/wp-content/uploads/2020/04/Code-of-Conduct.pdf. The Chairman & Group CEO of the Company has given a declaration that the member of Board of

Directors and Senior Management Personnel have affirmed compliance with the code of conduct of the Board of directors and Senior Management in terms of Schedule V (D) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

TRANSFER TO RESERVES

During the financial year under review, there was no transfer to General Reserve by the Company.

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the financial year ended on March 31, 2023 were on an arms length basis and in the ordinary course of business under Section 188(1) of the Act and the Listing Regulations and hence a disclosure in Form AOC-2 in terms of 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. Details of the transactions with Related Parties are provided in the accompanying financial statements note no. 2.40 of Standalone Financial Statement & 2.39 of Consolidated Financial Statement) in compliance with the provision of Section 134(3)(h) of the Act. The policy on Related Party Transactions as approved by the Board may be accessed on the Companys website at the link: https://sparkminda.com/ wp-content/uploads/2022/02/Annexure-XII-Related_Party_ Transactions_Policy.pdf

PARTICULARS OF INVESTMENTS MADE, LOANS GIVEN, GUARANTEES GIVEN AND SECURITIES PROVIDED

Pursuant to Section 134(3)(g) of the Companies Act, 2013, particulars of loans, guarantees or investments and securities provided under Section 186 of the Companies Act, 2013 along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement (Please refer to Note 2.39A & 2.39B for contingent liability & Note 2.37 to Consolidated Financial Statements).

During the year under review the Company has given loan of H 17 Crore (Rupees Seventeen Crore Only) to Spark Minda Green Mobility Systems Private Limited (Subsidiary Company) at a rate of interest of 8.0% and upon such terms and conditions as may be mutually agreed upon between the Company and Minda Corporation Limited (Refer Note 2.14 of Standalone Financial Statements).

The Company has not given any guarantee or provided any security during the financial year. During the year under review, your Company has invested in 1,91,40,342 (One Crore Ninety One Lacs Forty Thousand Three Hundred Forty Two) equity shares of H 1 (One) each aggregating to H 4,000 million (Four Hundred Crores). Please refer Note 2.4 of Standalone Financial Statements and Consolidated Financial Statements.

CORPORATE SOCIAL RESPONSIBILITY

Your Company has the policy of giving back to the society and has carried a host of CSR activities this year. In line with the requirement of Section 135 of the Companies Act, 2013, your Company is having a Corporate Social Responsibility & Sustainability Committee. The details of Committee are provided in Corporate Governance Report. The CSR Policy of the Company is available on its website at the link: https:// sparkminda.com/wp-content/uploads/2020/04/Policy-on-Corporate-Social-Responsibility.pdf

Spark Minda Foundation (A wholly owned subsidiary of the Company) a non-profit Company registered under Section 8 of the Companies Act, 2013 is the implementing agency for implementation of CSR activities. The details of the CSR initiatives undertaken during the financial year ended 31^st March, 2023 and other details required to be given under section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended are given in Annexure-I forming part of this Report.

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The percentage increase in remuneration, ratio of remuneration of each director and Key Managerial Personnel (KMP) (as required under the Companies Act, 2013) to the median of employees remuneration, as required under 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 given at Annexure-III to this Report.

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

The Annual Report and accounts are being sent to the shareholders excluding the aforesaid exhibit. Shareholders interested in obtaining this information may access the same from the Company website or send a written request to the Company at investor@mindacorporation.com.

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

STATUTORY AUDITORS AND REPORT

At the Annual General Meeting held on July 09, 2021, M/s. S.R. Batliboi & Co. LLP, Chartered Accountants (Firm Registration No. 301003E/E300005) were appointed as Statutory Auditors of the Company to hold office till the conclusion of the 41^st Annual General Meeting of the Company to be held in the calendar year 2026.

The Board of Directors of the Company as per the recommendation of Audit Committee has approved the remuneration payable to S. R. Batliboi & Co. LLP, (FRN:301003E/E300005), Chartered Accountants for the year 2023-24 at H 89,00,000/- (Rupees Eighty-Nine Lacs Only) plus taxes and out of pocket expenses as Statutory Audit fees.

Audit Reports on Standalone Financial Statements and Consolidated Financial Statements are self- explanatory and do not call for any further comments under Section 134 of the Companies Act, 2013. The Auditors Report to the shareholders for the year under review does not contain any qualification. No frauds have been reported by the Auditors under Section 143(12) of the Companies Act, 2013 requiring disclosure in the Boards Report.

SECRETARIAL AUDITORS AND REPORT

Ranjeet Pandey and Associates, Company Secretaries (FCS-5922; C.P. No. 6087) were appointed to conduct the secretarial audit of the Company for the financial year 2022-23 as required under Section 204 of the Companies Act, 2013 and Rules made there under. The Secretarial Audit Report for financial year 2022-23 forms part of this Annual Report as Annexure-IV to this Directors Report. There is no observation or Negative qualification in the report except the following: -

One of the Independent Director with his wife purchased 469 (Four Hundred Sixty-Nine) equity shares of the Company at the aggregate value of H 1,00,744 (Rupees One Lakh Seven Hundred Forty-Four) in the market during the closure of trading window. On becoming aware, proper intimations were given by the Company to Stock Exchange regarding the non-compliance of SEBI (Prohibition of Insider Trading) Regulations, 2015, Board of directors of the Company was appraised and due penalties were imposed on the independent director and his wife by the Company.

Your directors are of the opinion that the aforesaid observations is self -explanatory and do not call for further explanation.

However, as per the information from the Independent Director these shares were purchased by Motilal Oswal (PMS) by virtue of Power of Attorney issued to them by the Independent Director and his spouse during the closure of trading window. Hence, violation of Code of Conduct under SEBI (Prohibition of Insider Trading) Regulations, 2015. On becoming aware, proper intimations were given by the Company to Stock Exchange regarding the non-compliance of SEBI (Prohibition of Insider Trading) Regulations, 2015, Board of directors of the Company was appraised and due penalties were imposed on the designated person.

An awareness campaign had been launched across all Designated Persons in the Company to avoid such violation in future.

No frauds have been reported by the Auditors under Section 143(12) of the Companies Act, 2013 requiring disclosure in the Boards Report.

COST AUDITORS

The Board of Directors has appointed Chandra Wadhwa & Co., Cost Accountants as Cost Auditors (Firm Registration No. 00239) for conducting the audit of cost records made and maintained by the Company for the financial year 2023-24 pursuant to Section 148 of the Companies Act, 2013.

In accordance with the provisions of section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, since the remuneration payable to the Cost Auditor for financial year 2023-24 is required to be ratified by the members; the Board recommends the same for approval by members at the ensuing AGM.

No frauds have been reported by the Auditors under Section 143(12) of the Companies Act, 2013 requiring disclosure in the Boards Report.

LISTING

Equity Shares of your Company are presently listed at National Stock Exchange of India Limited (NSE) and Bombay Stock Exchange Limited (BSE). The Annual Listing fees for financial year 2023-24 have been paid to the concerned Stock Exchanges.

SECRETARIAL STANDARDS

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

ANNUAL RETURN

The Annual Return of the Company in accordance with Section 92(3) of the Companies Act, 2013 is available on the website of the Company at https://sparkminda.com/annual-returns/

PERFORMANCE OF SUBSIDIARIES

The consolidated financial statements of the Company prepared in accordance with the Companies Act, 2013 and applicable accounting standards form part of the Annual Report. The consolidated financial statements include the financial statements of its subsidiary Companies.

During the year under review, there is no company which has become or ceased to be its Subsidiary, Joint Ventures or Associate	1) Minda Europe B.V., Netherlands
	2) Spark Minda Foundation
	3) P T Minda Automotive, Indonesia
Company. The details of subsidiaries, associates, Joint Ventures as on March 31, 2023 is as under:-Subsidiaries	4) Minda Vietnam Automotive Co. Ltd., Vietnam
	5) P T Minda Automotive Trading, Indonesia
	6) Almighty International PTE Limited, Singapore
	7) Spark Minda Green Mobility Systems Private Limited
	8) Minda Instruments Limited, India
Jointly control entity / Associate	1) Minda Infac Private Limited
	2) Minda Vast Access Systems Private Limited, India
	3) Furukawa Minda Electric Private Limited, India
	4) EVQ Point Solutions Private Limited

Pursuant to the provisions of section 136 of the Companies Act, 2013, the financial statements including consolidated financial statements along with the relevant documents and audited accounts of subsidiaries are available on the website of the Company at https://sparkminda.com/annual-reports-of-subsidiaries/

Pursuant to section 129 of the Companies Act, 2013 a statement in Form AOC-1, containing the salient features of the financial statements of the Companys subsidiaries is attached with the financial statements. The statement provides details of performance and financial position of each of the subsidiaries. The contribution of the subsidiaries to the overall performance of the company is given in the consolidated financial statements.

The Financial Statements of the subsidiaries shall be made available to the shareholders seeking such information and shall also be available for inspection at its Registered Office.

The Policy for determining material subsidiaries as approved maybeaccessedontheCompanysWebsiteininvestorsection: https://sparkminda.com/wp-content/uploads/2020/04/ Policy-on-Material-Non-Listed-Subsidiary.pdf

ADEQUACY OF INTERNAL FINANCIAL CONTROL

Internal financial control means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, timely prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. The Company has put in place well defined procedures, covering financial and operating functions. Delegation of authority and segregation of duties are also addressed to ensure that the financial transactions are properly authorized. Further the Company has an integrated ERP system connecting head office, plant and other locations to enable timely processing and proper recording of transactions. Physical verification of fixed assets is carried out on a periodical basis. The Internal audit department reviews the effectiveness of the internal control systems and key observations are reviewed by the Audit Committee. These, in the view of the Board, are designed to collectively provide an adequate system of internal financial control with reference to the financial statements commensurate with the size and nature of business of the Company.

RISK MANAGEMENT

The company has developed and implemented a detailed risk management policy for the Company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company as required under the Companies Act, 2013 read with Regulation 21 of the Listing regulations.

The Company has constituted a Risk Management Committee of the Board comprising of an executive director, a Non-executive director (Nominee Director) and an independent director of the Company as required under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee reviews the risk management initiatives taken by the Company on quarterly basis and evaluate its impact and the plans for mitigation. During the year, the Committee met on June 10, 2022, September 23, 2022, December 12, 2022 and March 29, 2023. The Risk Management Policy can be accessed on the Companys website at the link: https:// sparkminda.com/wp-content/uploads/2022/02/Annexure-XIIA-Risk_Management_Policy.pdf

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

• Identification of risk, define ownership with clearly defined roles and responsibilities;

• 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 a pro-active approach towards risk management;

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

HUMAN RESOURCES

While 2022-23 was the year of accelerating the digital adoption in Human Resources function, the focus was accentuated towards nurturing talent. In FY 2023-24, SPARK MINDA GROUP is on a mission towards relentlessly investing in technological advancements in HR arena to enhance employee experience by raising the bar of every process.

Talent Acquisition & Internal Job Postings: To improve efficacy and adhere transparency, all lateral hiring is being digitalized. From the initial steps of manpower requisition to selection process, all process is being captured with appropriate particulars. Our Core Value is "Nurturing Talent" focuses on providing growth opportunities and support for development of self as well as team. The Internal Job postings are released to be applied by employees to find "Growth Opportunity within the Organization".

Young Spark: The "Young Spark" Campus program was launched to attract young engineers, trainees and professionals to the automobile component industry. The program is now unified in the annual HR calendar. This year the target is to bring 100+ Young Spark into the organization.

Diversity & Inclusion: We are pivoting towards Diversity

& Inclusion to balance the development of Talent with equal opportunity. SPARK MINDA always endeavors to recruit diversified talent to bring strategic thinking process. "Women in Leadership Role" is an immensely important project incorporated in HR operation for this current year.

HR strategy for Future Readiness: An integrated approach to attract, motivate, engage and retain the right people in the right place at the right time is embedded in our HR strategy to drive our future readiness. Our companys competitiveness is clearly impacted by People Managers ability to Build High Performing Team, Drive Strong Performance Culture, Nurture Internal Talent by effectively deploying the process with adequate tools

Performance Management: SPARK MINDA drives to cultivate and stimulate the environment of "Performance-Oriented Culture" which is constantly impelling to "Pay for Performance. SMART Goal setting with proper periodical Check-Ins is the foremost factor to drive "Passion for Excellence".

Talent Management: Our organization integrates the Performance Management process, Succession planning, Employee engagement, Rewards in one calendar. The output of one will be the input of other resulting the generation of future leaders which is meticulously driven to incubate the leadership acumen.

Talent Review: People Managers act in accordance with Talent Cards of employees to drive the Individual Development Plan for HiPos and Performance Improvement Plan for low performers. The Company always maintains a conducive and open environment for Talent Review discussions. SPARK Minda has a legacy to discuss the plan of 30:60:90 days with Senior Management Committee and Executive Committee members

Job Rotation: Job Rotation is part of the core values – "Nurturing Talent". Each year a set of Talent is being rotated between location / function to provide employees an enriched experience. This is enabled by the Talent Review Councils.

Future Ready People Managers Capability Building: All people managers act as Talent Champions who believe in our Companys vision of being a "Preferred Employer". As Talent Champions, we consider employees as equal owners & stakeholders resulting in a "People-Centric Talent Management Process". This aims to build a rich and vibrant inclusive work-culture and also continue to nurture employees towards greater efficiency.

Training and Development Plan: Skill enhancement has been at the core of our organisation which is clearly visible through our comprehensive strategy towards training. Latest technological and process disruptions are appraised. SPARK MINDA emphasizes on Learning Management module: LMS Gurukul to thrive the culture of development and competency mapping for existing roles.

To accomplish organizational business plans, "Associates Learning Development Plan", "Supervisor Skill Development Program" have been institutionalized at a Group Level, spread across a period of 2-3 months with an objective of Strengthening in the area of employee relations, Knowledge & skill developments, Nurturing and capability building, Learning within the Group/Plant.

A structured 6-month intervention "Managerial development Plan -MDP" & "Managerial Excellence Program - MEP" has been initiated to assist experienced managers to move to next Level of leadership. These Program are planned across all manufacturing units by Subject Matter Experts and Trainers.

Workforce planning: Spark Minda emphasizes on the process of analyzing, forecasting, and planning workforce supply and demand, assessing gaps, and determining target talent management interventions to ensure the accomplishment of strategic objectives. This year HR initiative is to compass the Indirect Head Count ~ 25% of total Business Vertical Head Count. LTS: Our Company prepares a Long-Term Strategy for next 3 to 5 years based on the trend and performance of group with respect to market and technology. The guidelines are issued on annual basis and target is to complete the LTS exercise in January every year.

Budget: Every business vertical while preparing the budget needs to follow the best practices and should align the budget with Industry forecast & Long-term Strategy of the group for the subjected year. Detailed, zero-based, realistic, forward-looking & benchmarked with main competitors financial metrics.

Culture: Our Culture is an important part of our existence – We encourage innovation, experience sharing, confronting fearlessly, challenging status quo and taking ownership. We trust our people and we believe that the demonstration & investment in trust is the ultimate expression of care. Emphasis and Evaluation is being considered for setting an agile structure and development to balance all around sustainability.

Engagement: Spark Minda onsets "VIBE" as a social platform of employee engagement. VIBE acts as "MINDA Facebook" to wish birthdays, anniversaries, circulate notice, organise quiz and to upload events and engagements at group level.

ESG: To balance the development among social, economic and environmental sustainability, various activities in CSR and employee engagement covered to ensure attainment of Sustainable Development Goals.

Policies and Value: Our organization is proud of "Living Our Values" – "Passion for Excellence", "Nurture Talent, competency and willingness", "Respect and Humility". These are engrained in every employee and in their every action. We celebrate our essential values through policies and procedures implemented with utmost discipline. POSH – Prevention of Sexual Harassment and Whistle-blower Policy are some of our foremost policies. We ensure the safety of our employees as a priority, and are committed towards ensuring a harmonious and productive work environment.

We follow a Culture of Strategic Thinking, Business Acumen, Enabling Change, Passion & Execution, Team Orientation and being ‘One SPARK MINDA GROUP which enable us to be a closely-knit group.

AWARDS

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Our Company is committed to the highest standards of ethical, moral and legal business conduct. Accordingly, Vigil Mechanism/Whistle Blower Policy was formulated which provides a platform to all the stakeholders (employees, directors, customers, vendors etc.) of group to raise their genuine concerns & grievances, to build and strengthen a culture of strong governance, transparency and trust within the organization by disclosing information internally without fear of reprisal or victimization. The purpose of this Policy is to provide a framework to promote responsible whistle blowing by stakeholders. The policy is consistent with the relevant provisions of the Companies Act, 2013 and the Listing Agreement with the Stock Exchanges in India. The policy also provides direct access to the whistle blower ombudsman and Chairperson of the Audit Committee through e-mail, post and telephone for reporting any matter and no personnel has been denied access to the audit committee during the year under review. The Audit Committee reviews reports including action plan under this policy.

During the year, Companys Compliance programme was further strengthened by assessing the existing policies and procedures from an Anti-Bribery and Anti-Corruption perspective. Based on the assessment, Company further instituted in place an Anti-Bribery and Anti-Corruption ("ABAC") policy in line with the leading industry practices and applicable laws such as The Prevention of Corruption Act, 1988, The Foreign Corrupt Practices Act (US), 1977 and the UK Bribery Act, 2010. Subsequent to the institutionalization of the ABAC policy, Company plans to conduct entity-wide trainings educating the employees about the applicability of laws, importance of its abidance and guidance in place to safeguard Company from the associated risks.

The policy encourages the employees and other parties to report, which he/ she believes; shows serious "Concern / Disclosure" without any fear of retaliation within the company.

The same has also been displayed on the website of the Company and the link for the same is: https://sparkminda. com/wp-content/uploads/2022/04/Whistle_Blower_Policy_ unsigned.pdf

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE POLICY

As per the requirement of "The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘Act)" and Rules made there-under, your Company has constituted Internal Complaint Committees (ICC). The Company has zero tolerance for sexual harassment at workplace. While maintaining the highest governance norms, the Company has also appointed external independent persons, who have requisite experience in handling such matters. During the year, the Company has received 1 (One) complaint of sexual harassment, which has been resolved.

GENERAL

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

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

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

3. Neither the Executive Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries. Ms. Pratima Ram, Independent Director of the company also holds position of Independent Director on the board of Minda Instruments Limited (Formerly known as Minda Stoneridge Instruments Limited) receives sitting fee for attending Its Board/Committee Meetings.

4. No significant material orders have been passed by the regulators or court(s) or tribunal(s) which would impact the going concern status of the Company and its future operations.

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

6. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with status at the end of the financial year: NOT APPLICABLE

7. Details of difference between the amount of valuation done at the time of one-time settlement and valuation done while taking loan from the Banks or Financial Institutions along with reasons thereof: NOT APPLICABLE

8. Your Company has not given, whether directly or indirectly and whether by means of a loan, guarantee, the provision of security or otherwise, any financial assistance for the purpose of, or in connection with, a purchase or subscription made or to be made, by any person of or for any shares in the Company.

EVENT OCCURRED AFTER BALANCE SHEET DATE

No major events have occurred after the date of balance sheet of the Company for the year ended on March 31, 2023.

MATERIAL CHANGES AND COMMITMENTS

Pursuant to Section 134(3)(l) of the Companies Act,2013 there is no material change and commitment, affecting the financial position of the company which has occurred between the end of the financial year i.e. March 31, 2023 and the date of this report.

APPRECIATIONS AND ACKNOWLEDGMENTS

Your Directors place on record their appreciation of the invaluable contribution made by the Companys employees which made it possible for the Company to achieve these results. They would also like to take this opportunity to thank customers, dealers, suppliers, bankers, financial institutions, business associates and valued shareholders for their continued support and encouragement.

	For and on behalf of the Board of
	Minda Corporation Limited
	Sd/-
	Ashok Minda
Place: Noida	Chairman & Group CEO
Date: May 19, 2023	DIN: 00054727