Minda Corporation Ltd Auditors Report.

Independent Auditor

To the Members of Minda Corporation Limited

Report on the Audit of the Standalone Financial Statements Opinion

We have audited the Standalone Financial Statements of Minda Corporation Limited ("the Company"), which comprise the Standalone Balance Sheet as at 31 March 2019, the Standalone Statement of Profit and Loss (including Other Comprehensive Income), Standalone Statement of Changes in Equity and Standalone Statement of Cash Flows for the year then ended, and notes to the Standalone Financial Statements, including a summary of the significant accounting policies and other explanatory information in which are included the Financial Information of Minda SAI Limited, Minda Automotive Solutions Limited, Minda Management Services Limited, Minda Autoelektrik Limited and Minda Telematics and Electric Mobility Solutions Private Limited (formerly EI Labs India Private Limited) (together referred to as transferor companies"), now a division of the Company for the year ended on that date, consequent to its amalgamation with the Company which has been approved by National Company Law Tribunal (NCLT) vide it order dated 19 July 2019. The Financial Information of Minda Management Services Limited and Minda Telematics and Electric Mobility Solutions Private Limited (formerly EI Labs India Private Limited) were audited by other auditors (division/component auditor), as referred in the Other Matter section below.

In our opinion and to the best of our information and according to the explanations given to us, and based on the consideration of the reports of the other auditors (division/component auditors) on the Financial Information of the transferor companies referred to in the Other Matter section below, and read together with Emphasis of Matter section below, the aforesaid Standalone Financial Statements give the information required by the Companies Act, 2013 ("Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2019, profit and other comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditors Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the Standalone Financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of matter

We draw attention to note 2.46 to the Standalone Financial Statements. As referred to in the said note, the Standalone Financial Statements of the Company for the year ended 31 March 2019 were earlier approved by the Board of Directors at their meeting held on 28 May 2019 and the Scheme of Amalgamation ("Scheme") of Minda SAI Limited, Minda Automotive Solutions Limited, Minda Management Services Limited, Minda Autoelektrik Limited and Minda Telematics and Electric Mobility Solutions Private Limited (formerly EI Labs India Private Limited) with the Company was subject to approval of the respective shareholders and creditors of the Company and transferor companies, National Company Law Tribunal("NCLT") and Statutory and Regulatory Authorities, as applicable. Those financial statements were audited by us and our report dated 28 May 2019, addressed to the Members of the Company, expressed an unqualified opinion on those financial statements.

Pursuant to the Scheme approved by the Honble National Company Law Tribunal vide its order dated 19 July 2019, all the assets, liabilities, reserves and surplus of the transferor companies have been transferred to and vested in the Company without any consideration. Consequently, the aforesaid Standalone Financial Statements are revised by the Company to give effect to the said Scheme of Amalgamation. This being a common control business combination under Ind AS 103 "Business Combination", the same has been accounted for with effect from the beginning of the preceding period and comparatives have been re-presented after giving the effect of the Scheme.

Our procedures on subsequent events are restricted solely to give effect of the said Scheme of Amalgamation in the financial statements as described in note 2.46 to the Standalone Financial Statements. Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Standalone Financial Statements of the current year. These matters were addressed in the context of our audit of the Standalone Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Description of Key Audit Matters

1) Revenue recognition

See note 2 (C)(ii) to the Standalone Financial statements

The key audit matter How the matter was addressed in our audit
As disclosed in Note 2.28, the Companys revenue from operations for the year ended 31 March 2019 was INR 23,708 million. As revenue is qualitatively significant to the Standalone Statement of Profit and Loss and is one of key performance indicators of the Company, there may be risks of material misstatements related to revenue recognition due to which the completeness, existence and accuracy of revenue recognition is identified as a key audit matter. In view of the significance of the matter, we applied the following audit procedures in this area, among others to obtain sufficient appropriate audit evidence:
- Obtaining an understanding of and assessing the design, implementation and operating effectiveness of Managements key internal controls in relation to revenue recognition;
- On a sample basis, making selections from sales entries and tracing to their contracts, invoices, delivery challans and goods outward register;
- Trade receivables outstanding at the year end. Selecting a sample of trade receivables and assessing their recoverability with reference to post year end cash receipts;
- Selecting a sample of transactions recorded during the year and assessing whether revenue has been recognised in the correct period with reference to supporting invoices, terms and conditions with customers and cash receipts;
- Assessing the appropriateness of unbilled revenue at the year end with reference to post year end billings and cash receipts; and
- Performed cut-off testing for samples of revenue transactions recorded before and after the financial year end date by comparing with relevant underlying documentation to assess whether the revenue was recognized in the correct period.
2) Evaluation of impairment indicators in investments in subsidiaries, associate and joint ventures
See note 2.3 to the Standalone Financial statements for investments in subsidiaries, associate and joint ventures
Investment in subsidiaries, associate and joint ventures
The Company carries its investments in subsidiaries, associate and joint ventures at cost at an aggregate amount of INR 3,512 million as at 31 March 2019. - Tests of details: Compared the carrying amount of 100% of investments with audited financial statements of investee companies to identify whether their net assets, being an approximation of their minimum recoverable amount, were in excess of their carrying amount;
The amount being significant to the standalone financial statements, the determination of impairment charge required the application of significant judgments by management, in particular with respect to determination of recoverable/fair value amount of these investments which in aggregate is significant to the standalone financial statements. - Obtained and reviewed recoverable amount as determined by the management for each instrument; and
- Verified the method of determining recoverable amount and key assumptions used therein through historical information, approved budget, growth rate used to extrapolate revenue, discount rate and any other relevant information, as applicable.

3) Accounting for Business Combination

See note 2.46 to the Standalone Financial statements

The key audit matter How the matter was addressed in our audit
Subsequent to the year end, the National Company Law Tribunal, New Delhi (NCLT) approved the amalgamation of Companys subsidiaries, Minda SAI Limited, Minda Automotive Solutions Limited, Minda Management Services Limited, Minda Autoelektrik Limited and Minda Telematics and Electric Mobility Solutions Private Limited (formerly EI Labs India Private Limited) with the Company with effect from the appointed date, i.e., 1 April 2018. With respect to the accounting treatment for Business Combination, we have performed the following procedures:
- Obtained and examined the Scheme of Amalgamation;
- Obtained accounting analysis of the Business Combination from Management and reviewed the same in light of the Companys accounting policies and applicable accounting standards;
We identified the accounting of the business combination as a key audit matter because the accounting of such arrangement is complex and involves judgement and assumptions used in determining the accounting thereof. - Performed audit procedures on accounting of the transaction as per applicable accounting standard; and
- Assessed the appropriateness and adequacy of the related disclosures in the Standalone Financial Statements.

Other Information

The Companys management and Board of Directors are responsible for the Other Information. The other information comprises the information included in the Companys Annual Report, but does not include the Standalone Financial Statements and our auditors report thereon.

Our opinion on the Standalone Financial Statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the Standalone Financial Statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the Standalone Financial Statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Managements Responsibility for the Standalone Financial Statements

The Companys management and Board of Directors are responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these Standalone Financial Statements that give a true and fair view of the state of affairs, profit and other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Standalone Financial Statements, Management and Board of Directors are responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless Management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Board of Directors is also responsible for overseeing the Companys financial reporting process.

Auditors Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the Standalone Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Standalone Financial Statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the Standalone Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial

controls with reference to Financial Statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by Management.

• Conclude on the appropriateness of Managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the Standalone Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the Standalone Financial Statements, including the disclosures, and whether the Standalone Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial information of such divisions to express an opinion on the Standalone Financial Statements, of which we are the independent auditors. We are responsible for the direction, supervision and performance of the audit of financial information of such divisions. For the other divisions included in the Standalone Financial Statements, which have been audited by other auditors (division/ component auditor), such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion. Our responsibilities in this regard are further described in section titled Other Matters in this audit report.

We believe that the audit evidence obtained by us along with the consideration of audit reports of the other auditors (division/ component auditor) referred to in Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the Standalone Financial Statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Standalone Financial Statements of the current period and are therefore the key audit matters. We describe these matters in our auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other Matters

The Standalone Financial Statements include the financial information of Minda SAI Limited, Minda Automotive Solutions Limited, Minda Management Services Limited, Minda Autoelektrik Limited and Minda Telematics and Electric Mobility Solutions Private Limited (formerly EI Labs India Private Limited) consequent to its amalgamation with the Company with the appointed date of 1 April 2018 (refer note 2.46 to the Standalone Financial Statements). We did not audit the financial information of Minda Management Services Limited and Minda Telematics and Electric Mobility Solutions Private Limited (formerly EI Labs India Private Limited), included in the Standalone Financial Statements of the Company, whose financial information reflect total assets of INR 261 million and INR 49 million and net assets of INR 177 million and INR (14) million as at 31 March 2019 and 31 March 2018 respectively and total revenue of INR 399 million and INR 34 million and net cash inflows of INR 24 million and INR 2 million for the year ended 31 March 2019 and 31 March 2018 respectively which has been adjusted for the amalgamation for the year ended 31 March 2019 and 31 March 2018. This financial information has been audited by other auditors (division/component auditors) whose reports have been furnished to us by the Management and our opinion on the Standalone Financial Statements, in so far as it relates to the amounts and disclosures included in respect of these divisions, and our report in terms of sub-section (3) and (11) of Section 143 of the Act, in so far as it relates to the aforesaid divisions, is based solely on the audit reports of the other auditors.

Our opinion on the Standalone Financial Statements, and our report on Other Legal and Regulatory Requirements below, is not modified in respect of the above matter with respect to our reliance on the work done and the reports of the other auditors (division/component auditors).

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order, 2016 ("the Order") issued by the Central Government in terms of Section 143 (11) of the Act, based on our comments and in terms of the comments in the report of the other auditors (division/component auditors) in respect of the divisions referred in the Other Matter section above, we give in the "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable

(A) (As required by Section 143(3) of the Act, based on our audit and on the consideration of reports of the other auditors (division/component auditors) on financial information of such divisions as were audited by other auditor (division/component auditors), as noted in the Other Matters paragraph, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books and the reports of the other auditor (division/component auditors).

c) The report on the financial information of the divisions audited by the other auditors (division/component auditors) referred in the Other Matter section above has been sent to us and has been properly dealt with by us in preparing this report.

d) The Standalone Balance Sheet, the Standalone Statement of Profit and Loss (including Other Comprehensive Income), the Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flows dealt with by this Report are in agreement with the books of account.

e) In our opinion, the aforesaid Standalone Financial Statements comply with the Ind AS specified under Section 133 of the Act.

f) On the basis of the written representations received from the directors as on 31 March 2019 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2019 from being appointed as a director in terms of Section 164(2) of the Act.

g) With respect to the adequacy of the internal financial controls with reference to Financial Statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".

(B) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us and based on the considerations of the reports of the other auditor (division/component auditors) on financial information of the divisions, as noted in the Other Matter paragraph :

i. The Company has disclosed the impact of pending litigations as at 31 March 2019 on its Financial position in its Standalone Financial Statements - Refer Note 2.36 to the Standalone Financial Statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company; and

iv. The disclosures in the Standalone Financial Statements regarding holdings as well as dealings in specified bank notes during the period from 8 November 2016 to 30 December 2016 have not been made in these Financial Statements since they do not pertain to the financial year ended 31 March 2019.

(C) With respect to the matter to be included in the Auditors Report under Section 197(16):

In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors during the current year is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any director is not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) which are required to be commented upon by us.

For B S R & Co. LLP
Chartered Accountants
ICAI Firm registration number: 101248W / W-100022
Shashank Agarwal
Partner
Membership number: 095109
Place: Gurugram UDIN: 19095109AAAADO6336

Date: 28 May 2019 [12 August 2019, as to effect the matters discussed under Emphasis of Matter section above]

Annexure A referred to in our Independent Auditors Report to the members of Minda Corporation Limited on the Standalone Financial Statements for the year ended 31 March 2019.

(i) (a) According to the information and explanations given to us, the Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets (property, plant and equipment).

(b) According to the information and explanations given to us, the Company has a regular programme of physical verification of its property, plant and equipment by which all fixed assets (property, plant and equipment) are verified over the period one to three years. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. In accordance with this programme, certain fixed assets have been physically verified by the management during the current year. As informed to us, no material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of the freehold immovable properties and lease deed of leasehold properties are held in the name of the Company, except for the following properties which are which are held in name of erstwhile subsidiaries companies which have now been merged:

Type of Immovable Location of Immovable Gross block as on 31 Net block as on 31 Existing name in title deed
Property Property March 2019 (Rs in million) March 2019 (Rs in million)
Freehold land Kakkalur, Chennai 0.32 0.32 Minda SAI Limited
Buildings Kakkalur, Chennai 32.82 28.83 Minda SAI Limited
Leasehold land Kakkalur, Chennai 23.24 22.71 Minda SAI Limited
Freehold land Greater Noida, Uttar Pradesh 16.10 16.10 Minda SAI Limited
Freehold land Murbad, Mumbai 2.97 2.97 Minda SAI Limited
Buildings Murbad, Mumbai 76.19 63.37 Minda SAI Limited
Leasehold land Haridwar, Uttrakhand 16.64 16.03 Minda SAI Limited
Buildings Haridwar, Uttrakhand 27.88 26.59 Minda SAI Limited
Leasehold land Pithampur, Madhya Pradesh 0.50 0.30 Minda SAI Limited
Buildings Pithampur, Madhya Pradesh 63.16 58.34 Minda SAI Limited
Buildings Pune, Maharashtra 11.99 (0.00) Minda SAI Limited
Buildings Noida, Uttar Pradesh 2.29 0.11 Minda SAI Limited
Freehold Land Bawal, Haryana 18.43 18.43 Minda Autoelektrik Limited
Building Bawal, Haryana 103.61 95.87 Minda Autoelektrik

(ii) According to the information and explanations given to us, the inventories, except good-in-transit and stock lying with third parties, have been physically verified by the management at the year end. In our opinion, the frequency of such verification is reasonable having regard to the size of the Company and nature of its business. For stocks lying with third parties as at the year-end, written confirmation have been obtained. As informed to us, the discrepancies noticed on comparison of physical verification of inventories with book records were not material.

(iii) According to the information and explanations given to us, the Company has granted loans to two other parties covered in the register maintained under Section 189 of the Companies Act, 2013 (the Act):

a) In our opinion, the rate of interest and other terms and conditions on which the loans had been granted to the other parties listed in the register maintained under Section 189 of the Act were not, prima facie, prejudicial to the interest of the Company;

b) In case of the loans granted to the other parties listed in the register maintained under Section 189 of the Act, the borrower has been regular in the repayment of the principal and payment of interest on such loans as and when demanded by the Company as stipulated;

c) There are no overdue amounts in respect of the loans granted to the other parties listed in the register maintained under Section 189 of the Act. Accordingly, para 3 (iii) (c) of the Order is not applicable.

According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to companies and firms covered in the register maintained under section 189 of the Act. As informed to us, there are no limited liability partnerships covered in the register maintained under section 189 of the Act.

(iv) According to the information and explanations given to us, the Company has complied with the provisions of Section 185 and 186 of the Act, with respect to the loans, investments, guarantees and security made.

(v) As per the information and explanations given to us, the Company has not accepted any deposits as mentioned in the directives issued by the Reserve Bank of India and the provisions of Section 73 to 76 or any other relevant provisions of the Act and the rules framed there under. Accordingly, para 3(v) of the Order is not applicable.

(vi) The Central Government has prescribed the maintenance of cost records under sub-section (1) of section 148 of the Act for certain activities carried out by the Company. We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under Section 148 of the Act, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted / accrued in the books of account in respect of undisputed statutory dues including Provident fund, Employees State Insurance, Income-tax, Goods and Services Tax (GST), Duty of customs and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident fund, Employees State Insurance, Income- tax, GST, Service tax, Duty of excise, Sales tax, Value added tax, Duty of customs and other material statutory dues were in arrears as at 31 March 2019 for a period of more than six months from the date they became payable.

Also refer note 2.36, wherein, it is explained that on account of the uncertainty with respect to the applicability of the Honble Supreme Court Judgement on the provident fund matter, management has not recognised and deposited any additional provident fund amount with respect to the previous years.

(b) According to the information and explanations given to us, there are no dues in respect of Income tax, GST, Sales-tax, Service tax, Duty of custom, Duty of excise and Value added tax which have not been deposited with the appropriate authorities on account of any dispute except for the following:

Name of the Statute Nature of dues Financial year to which amount relates Forum where dispute is pending Amount (Rs in million) Amount paid under protest (Rs in million)
Central Sales Tax Act, 1959 Sales tax 2012-13 Commissioner of Income tax 4.02 0.23
Central Sales Tax Act, 1959 Sales tax 2012-13 Commissioner of Income tax 0.51 0.04
Central Sales Tax Act, 1959 Sales tax 2011-12 Joint Commissioner of Commercial Tax (Appeal) 0.89 0.89
Central Sales Tax Act, 1959 Sales tax 2015-16 Additional Commissioner of Commercial Tax (Appeal) 0.13 0.13
Central Sales Tax Act, 1959 Sales tax 2012-13 Deputy Commissioner of Commercial Tax (Appeal) 0.51 0.51
Tamil Nadu General Sales Tax Act, 1956 Value Added Tax 2006-10 Commercial tax officer (CTO) Range officer, Kakkalur 0.98 -
Maharashtra Value Added Tax, 2002 Value Added Tax 2016-17 Assistant Commissioner 0.23 0.23
Maharashtra Value Added Tax, 2002 Value Added Tax 2014-15 Deputy Commissioner of Sales Tax 2.33 2.33
Finance Act, 1994 Service tax 2016-18 Assistant Commissioner, Central excise 0.60 -
Finance Act, 1994 Service tax 2009-15 Assistant Commissioner, GST & Central Excise 1.22 1.22
Central Excise Act, 1944 Excise duty 2011-12 2013-15 Excise Deputy Commissioner Pithampur 0.16 0.16
Central Excise Act, 1944 Excise duty 2010-11 Tribunal 0.21 0.21
Central Excise Act, 1944 Excise duty 2011-12 Commissioner-Noida 0.03 0.03
Central Excise Act, 1944 Excise duty 2013-18 Deputy Director 3.53 3.53
Customs Act, 1962 Custom Duty 2018-19 Commissioner (Appeals) Customs 1.00 -
Income Tax Act, 1961 Income tax 2000-03 High court 2.42 -
Income Tax Act, 1961 Income tax 2007-08 High court 0.40 -
Income Tax Act, 1961 Income tax 2007-09 Income tax Appellate Tribunal (ITAT) 2.60 -

(viii) According to the information and explanations given to us, there is no default existing at the balance sheet date in repayment of loans or borrowings to banks and a financial institution. The Company did not have any loans or borrowings from government and outstanding dues to any debenture holder during the year.

(ix) In our opinion and according to the information and explanations given to us and on the basis of our examination of the records of the Company, during the current year, the Company has raised money by way of Qualified Institutional Placement (QIP). The proceeds from QIP is INR 3,056.36 million. The proceeds of the issue (net of related expense of INR 50.50 million) are to augment for growth and expansion, corporate general purpose, working capital requirement, repayment of outstanding loan, investment in subsidiaries and joint ventures. The proceeds of INR 3,056.36 million pending utilisation for the objects of QIP, have temporarily been invested in interest bearing liquid instrument.

Further, the Company did not raise any money by way of further public offer (including debt instruments) during the year.

(x) According to the information and explanations given to us, no fraud by the Company and neither any fraud on the Company by its officers or employees has been noticed or reported during the year.

(xi) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the managerial remuneration has been paid or provided by the Company in accordance with the provisions of Section 197 read with Schedule V of the Act.

(xii) According to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, paragraph 3(xii) of the Order is not applicable.

(xiii) According to the information and explanation given to us and on the basis of our examination of the records of the Company, all the transactions with related parties are in compliance with the provisions of Section 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the Standalone Financial Statements as required by the applicable accounting standards.

(xiv) According to the information and explanation given to us and on the basis of our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

(xv) According to the information and explanations given to us, the Company has not entered into any non-cash transactions with directors or person connected with him. Accordingly, paragraph 3 (xv) of the Order is not applicable.

(xvi) According to the information and explanations given to us, the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

For B S R & Co. LLP
Chartered Accountants
ICAI Firm registration number: 101248W/ W-100022
Shashank Agarwal
Partner
Membership number: 095109
Place: Gurugram UDIN: 19095109AAAADO6336

Date: 28 May 2019 [12 August 2019, as to effect the matters discussed under Emphasis of Matter section above]

Annexure B to the Independent Auditors report on the Standalone Financial Statements of Minda Corporation Limited for the year ended 31 March 2019

Report on the internal financial controls with reference to the aforesaid Standalone Financial Statements under Clause (i) of Subsection 3 of Section 143 of the Companies Act, 2013

(Referred to in paragraph 1 (A) (g) under Report on Other Legal and Regulatory Requirements section of our report of even date)

Opinion

We have audited the internal financial controls with reference to Standalone Financial Statements of Minda Corporation Limited ("the Company") as of 31 March 2019 in conjunction with our audit of the Standalone Financial Statements of the Company for the year ended on that date.

In our opinion, the Company has, in all material respects, adequate internal financial controls with reference to Standalone Financial Statements and such internal financial controls were operating effectively as at 31 March 2019, based on the internal financial controls with reference to Standalone Financial Statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (the "Guidance Note").

Managements Responsibility for Internal Financial Controls

The Companys management and the Board of Directors are responsible for establishing and maintaining internal financial controls based on the internal financial controls with reference to Standalone Financial Statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013 (hereinafter referred to as "the Act").

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls with reference to Standalone Financial Statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to Standalone Financial Statements. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to Standalone Financial Statements were established and maintained and whether such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to Standalone Financial Statements and their operating effectiveness. Our audit of internal financial controls with reference to Standalone Financial Statements included obtaining an understanding of such internal financial controls, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the Standalone Financial Statements, whether due to fraud or error.

We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditors (division/component auditors) of the relevant division in terms of their report referred to in the Other Matter paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls with reference to Standalone Financial Statements.

Meaning of Internal Financial controls with Reference to Standalone Financial Statements

A companys internal financial controls with reference to Standalone Financial Statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial controls with reference to Standalone Financial Statements include those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Financial Statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companys assets that could have a material effect on the Financial Statements.

Inherent Limitations of Internal Financial controls with Reference to Standalone Financial Statements

Because of the inherent limitations of internal financial controls with reference to Standalone Financial Statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to Standalone Financial Statements to future periods are subject to the risk that the internal financial controls with reference to Standalone Financial Statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Other Matter

Our aforesaid reports under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial controls with reference to Standalone Financial Statements insofar as it relates to such divisions, is based on the corresponding reports of the auditors (division/component auditors) of such divisions. Our opinion is not qualified in respect of this matter.

For B S R & Co. LLP
Chartered Accountants
ICAI Firm registration number: 101248W/ W-100022
Shashank Agarwal
Partner
Membership number: 095109
Place: Gurugram UDIN: 19095109AAAADO6336

Date: 28 May 2019 [12 August 2019, as to effect the matters discussed under Emphasis of Matter section above]