Minda Corporation Ltd Directors Report.

To

The Members,

Your Directors have pleasure in presenting the 34th (Thirty Fourth) Annual Report on the business and operations of the Company together with the audited financial statements for the financial year ended March 31,2019.

FINANCIAL SUMMARY

(Amount Rs in Million)

PARTICULARS

Standalone

Consolidated

31.03.2019 31.03.2018 31.03.2019 31.03.2018
Sales/ Income from operations 23708 19969 30920 26350
Other Income 410 163 355 163
Profit before Interest, Depreciation & Other Expenses 6007 4571 7151 6099
Finance Cost Interest 344 243 490 371
Depreciation and amortization expense 615 490 883 738
Other expenses 2810 2358 3872 3207
Profit from operations before tax and share of profit/ (loss) of joint ventures/associate 2238 1480 1906 1,783
Share of profit of joint ventures/associate (net of taxes) NA NA 280 131
Profit from operations before exceptional item & tax 2238 1480 2186 1914
Exceptional Item 43 - 175 -
Tax Expense 695 454 688 492
Tax Adjustment related to earlier year (20) - (19) (5)
Profit for the period after taxes (A) 1606 1026 1692 1427
Other comprehensive income for the year
• Items that will not be reclassified to profit and loss:
- Re-measurement of defined benefit liabilities (net of tax) items that will be reclassified to profit and loss (10) 7 (7) 4
- Joint Ventures/Associates share of remeasurement of Defined benefit liabilities (net of tax) 3 (1) 2 1
• Item that will be reclassified to profit & loss
- Exchange difference in translating financial statement of foreign operations - - (93) (50)
Total other comprehensive income(B) (7) 6 (98) (45)
Total comprehensive income for the period (A+B) 1599 1032 1594 1382

The financial statements for the year ended March 31,2019 and March 31,2018 have been prepared after giving effect to the scheme of amalgamation. For details, refer Notes to Accounts forming part of this Annual Report.

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 a turnover of Rs 23708 Million against Rs 19969 Million during previous year registering a growth of 19% over the previous year. The Company reported a Net Profit of Rs 1606 Million as against Rs 1026 Million earned during previous year registering a growth over 57%.

Consolidated Financials: During the year under review, your Company has achieved a consolidated turnover of Rs 30920 Million against Rs 26350 Million during previous year registering a growth of 17% over the previous year. The Company reported a Net Profit of Rs 1692 Million as against Rs 1427 Million earned during previous year registering a growth over 19%.

The Operational Performance of the Company has been extensively covered in the Management Discussion and Analysis, which form part of this Directors Report

SIGNIFICANT CORPORATE DEVELOPMENTS

Amalgamation of five wholly owned subsidiaries with Minda Corporation Ltd.

During the year, the Company had initiated a Scheme of Amalgamation (the "Scheme") involving merger of five wholly owned subsidiaries i.e Minda Management Services Limited, Minda SAI Limited, Minda Automotive Solutions Limited, Minda Autoelektrik Limited and Minda Telematics and Electric Mobility Solutions Private Limited ("Transferor Companies") into the Company. In this regard, the Honourable National Company Law Tribunal ("NCLT"), New Delhi Bench, has approved the Scheme vide its order dated July 19, 2019. The scheme shall be effective upon filing of the certified copy with the Registrar of Companies, Delhi.

Amalgamation of the Transferor Companies into and with the Company shall result in consolidation of the businesses. The Amalgamation is expected to be beneficial as it would create greater synergies among the businesses and would enable them to have access to wider financial resources, increase the managerial efficiencies, lowering of cost structure and higher transparency.

All assets and liabilities of the transferor companies shall be transferred to Company at book value as on the designated Appointed Date of April 01,2018.

The Transferor Companies are wholly owned subsidiary companies of Company, therefore no new equity shares shall require to be issued and the entire share capital of the Transferor Companies shall be cancelled and extinguished.

Dilution of equity stake in Furukawa Minda Electric Private Limited (Formerly known as Minda Furukawa Electric Private Limited (Joint Venture)

During the year under review the investment of the Company in its joint venture company Furukawa Minda Electric Private Limited (Formerly Known as Minda Furukawa Electric Private Limited) has been reduced and the present shareholding of the Company in the said JV is 25%. The shareholding of Japanese joint venture partner has been increased to 75%.

Credit Rating assigned by India Ratings & Research (Ind-Ra)

During the year under review the India Ratings & Research (Ind-Ra) have upgraded credit rating to Minda Corporation Limited to IND AA- from IND A+, which is as under:

Rating Instrument Ratings
Agencies
India Ratings Term Loan IND AA-
& Research (Fund-based and Non-fund- IND AA-
based) Working Capital Limits

DIVIDEND

In line with the Dividend Distribution Policy, the Board of Directors of your Company has recommended a final dividend of Rs 0.45/- (i.e. 22.5%) per equity share (Face Value Rs 2/- each) for 2018-19. The dividend proposal is subject to the approval of members at the ensuing Annual General Meeting scheduled to be held on September 26, 2019. This is in addition to the interim dividend of Rs 0.25/- (i.e. 12.5%) per equity share declared by the Board in its meeting held on February 07, 2019.The total dividend for FY 2018-19 aggregates to Rs 0.70/- (i.e.35%) per equity share as against Rs 0.60/- (i.e. 30%) per equity share paid for the last year.

DIVIDEND DISTRIBUTION POLICY

In line with Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations) (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/2018/04/Dividend- Policy.pdf.

QUALIFIED INSTITUTIONAL PLACEMENT (QIP)

On 21st May, 2018, the Company issued and allotted 17,910,645 equity shares of Rs 2/- each, to eligible Qualified Institutional Buyers (QIB) at issue price of Rs 173.47 per equity share aggregating to Rs 310.69 Crore under Qualified Institutional Placement.

SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2019 was 22,72,22,285 Equity Share of Rs 2/- each, which includes allotment of 17,910,645 equity shares of Rs 2/- each, to eligible Qualified Institutional Buyers (QIB) at issue price of Rs 173.47 per equity share aggregating to Rs 310.69 Crore under Qualified Institutional Placement.

Upon the Scheme coming into effect and with effect from the Appointed Date i.e. Appointed Date- April 01,2018, the authorized share capital of the Transferee Company of Rs 6,92,000,000/- [Rupees Sixty Nine Crore and Twenty Lacs Only] (divided into 250.000. 000 equity shares of Rs 2/- (Rupees Two only) each and 240,000 0.001% Cumulative Redeemable Preference Shares of Rs 800/- (Rupees Eight Hundred only) each), shall stand enhanced to an aggregate amount of Rs 157,70,00,000/- (Rupees One Hundred Fifty Seven Crore Seventy Lacs only) and the authorized share capital of the Transferee Company shall be reclassified as divided into 69,25,00,000 equity shares of Rs 2/- (Rupees Two only) each aggregating to Rs 138,50,00,000/- (Rupees One Hundred Thirty Eight Crore Fifty Lakh only) and 240,000 preference shares of Rs 800/- (Rupees Eight Hundred only) each aggregating to Rs 192.000. 000. Accordingly, Clause V of the Memorandum of Association of the Transferee Company shall stand modified accordingly.

TRANSFER TO RESERVES

Your Directors have recommended the transfer of Rs 106 Million to the General Reserve from the profits of the Company for the Financial Year under review as against Rs 70 Million transferred in the previous year.

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. During the year 201617, the Nomination and Remuneration Committee of the Company has granted 27,00,000 stock options to the eligible employees of

Minda Corporation Limited and its subsidiaries. A certificate from the 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 is in compliance with the applicable regulations. The necessary disclosure pursuant to Regulation 14 of the SEBI (Share Based Employee Benefits) with regard to Employee Stock Option Scheme of the Company is available at Companys website i.e https://sparkminda.com

FIXED 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) Rule 2014 during the year. There is no unclaimed or unpaid deposit lying with the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Managements 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 Sanjay Grover & Associates, practicing Company Secretaries, is forming part of the Annual Report.

Further your Company, Minda Corporation has been recognised with "Golden Peacock Award -Special Commendation" by Institute of Directors (IOD) for Good Corporate Governance for 2017-18.

BUSINESS RESPONSIBILITY REPORT

As stipulated under Regulation 34 of the SEBI Listing Regulations, the Business Responsibility Report describing the initiatives taken by the Company from environmental, social and governance perspective forms 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 form part of this Directors Report.

DIRECTORS / KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Laxman Ramnarayan, Director of the Company retires by rotation and being eligible, offers himself for re-appointment.

Mr. Ashok Minda has been re-appointed as Chairman & Group CEO of the Company w.e.f August 01, 2019 for a period of 3 years as recommended by the Nomination & Remuneration Committee and approved by the Board of Directors in their meeting held on May 28, 2019 subject to the approval of shareholders.

Mr. Ashok Kumar Jha has been re-appointed as Independent Director of the Company w.e.f November 14, 2019 for a period of 5 years as recommended by the Nomination & Remuneration Committee and approved by the Board of Directors in their meeting held on May 28, 2019 subject to the approval of shareholders.

Mr. Laxman Ramnarayan has been appointed as Executive Director of the Company w.e.f September 01, 2019 for a period of 3 years as recommended by the Nomination & Remuneration Committee and approved by the Board of Directors in their meeting held on August 12, 2019 subject to the approval of shareholders.

Brief resumes of Mr. Ashok Minda, Mr. Ashok Kumar Jha and Mr. Laxman Ramnarayan, nature of their expertise in functional areas and the name of the companies in which they hold the Directorship and the Chairmanship/Membership of the Committees of the Board, as stipulated under SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015, the Companies Act, 2013 and applicable Secretarial Standards are given in the notice convening the Annual General Meeting.

Further, the Mr. Avinash Parkash Gandhi and Mr. Rakesh Chopra have been re-appointed as Independent Directors of the Company w.e.f April 01, 2019, with the approval of shareholders through Postal Ballot on March 26, 2019. Mr. Avinash Parkash Gandhi has completed the age of 75 years, however he has been re-appointed with the approval of shareholders through Special Resolution pursuant to Regulation 17(1 A) of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015.

Further, the Board of Directors in their meeting held on May 28, 2019 has appointed Mr. Rakesh Chopra, Independent Director of the Company on the Board of Minda KTSN Plastic Solution GmbH & Co. K.G, Germany, an unlisted material subsidiary of the Company pursuant to Regulation 24(1) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations to the effect that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 read with Regulation 16 of SEBI (Listing obligations and Disclosures Requirements), Regulations 2015. In the opinion of the Board, Independent Directors fulfill the conditions specified in the Act, Rules made there under and Listing Regulations.

BOARD EVALUATION

Board Evaluation Pursuant to the corporate governance requirements as prescribed in the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and

Disclosure Requirements), Regulations 2015, the Board of Directors has carried out an annual evaluation of its own performance, Board Committees and of individual directors.

In a separate meeting of independent directors held on March 14, 2019, performance of non-independent directors, performance of the Board as a whole, performance of the Committee(s) of the Board and performance of the Chairman was evaluated, taking into account the views of other directors.

Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

BOARD AND COMMITTEE MEETINGS

During the year under review 6 (Six) Board Meetings, 7 (Seven) 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, 2019, the Board had 6 (six) Committees viz: Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee, Corporate Social Responsibility Committee, Risk Management Committee and Securities Issue 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 are given on the website of the Company at www.sparkminda.com

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 31,2019, 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 31,2019;

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/2019/04/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.

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the financial year ended on March 31, 2019 were on an arms length basis and in the ordinary course of business under Section 188(1) of the Act and the Listing Regulations. Details of the transactions with Related Parties are provided in the accompanying financial statements 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/2019/04/Related- Partv-Transactions-Policv.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 2.3, 2.4, 2.12 to the standalone financial statement).

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 having a Corporate Social Responsibility Committee. The details of Committee is 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/2018/04/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. A robust system of reporting and monitoring has been put in place to ensure effective implementation of planned CSR initiatives.

During the year, the Company has spent Rs 14.70 Million on CSR activities as annexed herewith Annexure-I to 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.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in form MGT 9 is annexed herewith as Annexure-III 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, form part of Annexure-IV to this Boards 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.

In accordance with Section 136 of the Companies Act, 2013, this exhibit is available for inspection by shareholders 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 September 22, 2016, B S R & Co. LLP, Chartered Accountants, (ICAI Firm Registration No. 101248 W/W-100022) were appointed as Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2021. Pursuant to Section 40 of Companies Amendment Act , 2017 made effective from 7th May, 2018 , ratification of appointment of B S R & Co. LLP, Chartered Accountants, as statutory auditors of the Company at every Annual General Meeting by members is no longer necessary till the conclusion of the Annual General Meeting to be held in the calendar year 2021 . The appointment of B S R & Co. LLP, Chartered Accountants, as statutory auditors of the Company, is placed for ratification alongwith approval of remuneration at the ensuing AGM.

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

The Standalone and Consolidated Financial Statements of the Company for the year ended March 31,2019 were earlier approved by the Board of Directors at its meeting held on May 28, 2019. Those Standalone and Consolidated Ind AS Financial Statements have been re-presented by the Company so as to give effect to the schemes of amalgamation approved by the Honourable National Company Law Tribunal, New Delhi Bench vide its order dated July 19, 2019, with effect from appointed date, April 1, 2018 for merger. As a result, the Standalone and Consolidated Financial Statements have been revised by the Company to give effect to the said schemes of amalgamation and accordingly the auditors have issued their audit report on the revised Financial Statements.

SECRETARIAL AUDITORS AND REPORT

Sanjay Grover & Associates, Company Secretaries (Firm Registration No- P2001DE052900) were appointed to conduct the secretarial audit of the Company for the financial year 2018-19 as required under Section 204 of the Companies Act, 2013 and Rules made there under. The Secretarial Audit Report for financial year 2018-19 forms part of the Annual Report as Annexure-V to this Directors Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

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 of the Company for the financial year 2018-19 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 FY 19-20 is required to be ratified by the members, the Board recommends the same for approval by members at the ensuing AGM

LISTING

Equity Shares of your Company are listed presently at National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). The Annual Listing fees for FY 2019-20 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 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.

SUBSIDIARIES, JOINT VENTURE AND ASSOCIATES

Pursuant to Section 129 of the Companies Act, 2013 a statement in the prescribed Form-AOC-1, relating to subsidiaries and Joint Ventures for the year ended on March 31, 2019 has been attached with the Consolidated Financial Statements of the Company for the financial year ended March 31,2019.

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 may be accessed on the Companys Website in investor section: https:// sparkminda.com/wp-content/uploads/2019/03/Policv-on-Material- Non-Listed-Subsidiary.pdf.

INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the 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 disclosures.

RISK MANAGEMENT

The Board of Directors in their meeting held on May 28, 2019 has constituted Risk Management Committee pursuant to the provisions of SEBI (Listing obligations and Disclosures Requirements), Regulations 2015 to assess risk and to make mitigation procedures. The Risk Management Policy can be accessed on the Companys website at the link: https://sparkminda.com/wp-content/ uploads/2018/04/Risk-ManagementPolicy.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 an pro-active approach towards risk management;

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

HUMAN RESOURCES

Minda Corporation strongly believes that our employees are the key assets of the organizations growth and success. As HR plays the role of the strategic business partner, it continues to invest in a wide variety of activities that ensure that the capability, motivation and individual needs of the employees are met. The Company has a strong and continuous focus on the safety and security of its workplace. Various initiatives were taken during the year to ensure positive and safe work environment. The Human resources works continuously to cater to resolving any grievances of the employees.

The Company continued its policy of handholding new employees via a strong orientation and induction program and focus on hiring the right person for the right job. Our talent sourcing strategies include employee referrals, direct applications through the career section of our website, campus placements and channel partners.

During the year, the HR took multiple measures to strengthen the skills of employees. Detailed sessions were held with the employees to help them clarify their roles and responsibilities and built cross functional teams to define their key performance indicators and outline the expectations and goals of the Company. Large numbers of opportunities were created for the employees for role enhancement and growth within the Company. Human Resource Department continuously focuses on employee engagement and motivation which further helps in achieving strategic objective of the organization. With the establishment of new structure, the functions re-defined their systems and processes to synchronize the maximum utilization of resources.

Communication platforms like town halls, workshops and other were created to ensure effective and transparent communication within the Company. During the year, we maintained a very cordial relationship with all the employees. There was no loss of production on account of any industrial unrest.

AWARDS

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your 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 robust framework for dealing with genuine concerns & grievances. The Policy provides for adequate safeguard against victimization of employees who avail the mechanism and also provides direct access to the Chairperson of the Audit Committee. Specifically, employees can raise concerns regarding any discrimination, harassment, victimization, any other unfair practice being adopted against them or any instances of fraud by or against your 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/2018/04/Whistle-Blower-Policy.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 not received any complaint of sexual harassment.

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.

4. No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

APPRECIATIONS AND ACKNOWLEDGMENTS

We thank our customers, vendors, business associates, investors and bankers for their continued support during the financial year. We also place on record our sincere appreciation for the enthusiasm and commitment of Companys employees for the growth of the Company and look forward to their continued involvement and support.

For and on behalf of the Board of
Minda Corporation Limited
Ashok Minda
Place: Gurugram Chairman & Group CEO
Date: August 12, 2019 DIN:00054727

ANNEXURE I - TO DIRECTORS REPORT

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

1. A brief outline of the Companys CSR policy, including overview of projects or programmes undertaken and a reference to the weblink to the CSR policy and projects or programmes.

a. The Companys focus areas are Education & Skill Development, Health & Wellness and Environmental Sustainability. The projects undertaken are within the broad framework of Schedule VII of the Companies Act, 2013. A detailed discussion on Companys CSR Policy and Activities is provided in CSR and Sustainability section of Annual Report.

b. CSR Policy can be viewed at the following link: https://sparkminda.com/wp-content/uploads/2018/04/Policv-on-Corporate-Social-Responsibilitv.pdf

2. Composition of the CSR Committee:

Mrs. Pratima Ram - Chairperson
Mr. Avinash P. Gandhi - Member
Mr. Ashok Minda - Member
Mr. Sudhir Kashyap - Member

3. Average net profit of the Company for immediately preceding three financial years:

Rs 731.18 Million (Before taking impact of post-amalgamation financials).

4. Prescribed CSR Expenditure (two percent of the amount as in item 3 above):

Rs 14.62 Million

5. Details of CSR spent during the financial year:

a. Total amount spent for the financial year: Rs 14.70 Million

b. Amount unspent, if any: NIL

c. Manner in which the amount spent during the financial year is detailed below:

(Rs in Million)

S. NO. Projects or Activities Sector Locations Amount outlay (budget) project or programs wise Amount spent on the projects or Programs Cumulative expenditure upto to the reporting period Amount spent: Direct or through implementing agency
1 Promoting Women Empowerment Livelihood Generation Pune - 0.15 0.15 Direct
2 Kshatriya Maratha Samaj, Shrivardhan - Pune - 0.75 0.75 Direct
3. Education, Skilling, Empowerment of the persons with disabilities, Women Empowerment, Eye Healthcare and Community Infrastructure Development Programme Education, Livelihood, Disability and Healthcare Noida, Greater Noida, Pant Nagar, Gurugram, Baramulla & Pune 15.00 13.80 13.80 Through Implementing Agency i.e. Spark Minda Foundation, wholly owned subsidiary of Minda Corporation Limited registered U/s 8 of the Companies Act, 2013
Total 15.00 14.70 14.70

6. In case the Company has failed to spend the two per cent of the average net profit of the last three financial years or any part thereof, the Company shall provide the reasons for not spending the amount in its Board report:

Not Applicable.

7. The CSR Committee of the Company hereby confirms that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the Company.

For Minda Corporation Limited For CSR Committee of Minda Corporation Limited
Ashok Minda Pratima Ram
Chairman & Group CEO Chairperson of CSR Committee
DIN:00054727 DIN: 03518633
Place: Gurugram
Date: August 12, 2019

ANNEXURE II - TO DIRECTORS REPORT

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO [Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014]

A. CONSERVATION OF ENERGY:

a) Steps taken or impact on conservation of energy

Security Division/Die-Casting Division:-

• Implementation of EnMS (Energy Management system) in MCL -N for judicial and effective usage of energy.

• Replacement of Air Handling Units with VRV for reduction in Energy Usage

• Usage of energy efficient motors and VFDs on assembly lines

• Online monitoring of energy usage and consumption

• Quarterly load balancing done controlling usage of electricity

• Oxylene used in place of Phosphating (No heating required)

• Power savings through open access (installed 2MW project)

• Installation of Magnetic resonator on natural gas line

• Introduced LED in plant and shop-floor

• Conversion of Chip MF Elect to Gas

• Briquetting machine is used to convert chips into briquette and then melted in furnace resulting into less consumption of energy

• Reduce Air consumption through reduced air pressure as per requirement of fixtures

• VFD installation in OEM compressor, 1004 Conveyer, 1005 STP Pump, Air Coolers and ETP

• Servo controller system PDC

• Less efficient Air-conditioning replaced with 5 star air-conditioner and VRVS

• Temperature Controlling in Utility 1004

• Implementation of IE3 motors

• Implementation of servo system

• Control of cooling tower fan with temperature requirement

• Maintaining PF at Unity

Wiring Harness Division:-

• 130 Nos. 54 watt tube lights replaced with LED 18 watt tube lights in plant-02. Energy saved KWH/ yearly- 8871.0. Cost saved: Rs 93,140/annum.

• 360 Nos. T5 25 watt tube lights replaced with LED Tube lights. Energy saved 2169.0 KWH/year, Cost saved: Rs2,27,782/annum.

• Power factor maintained at 1.00 throughout the year.

• Boundary light 250 watt changed with 40 watt LED light. KWH saved 1286.0 KWH/year. Cost saved: Rs13,948/annum.

• VFD Mounted on semi-auto machines in LPC area. Energy saved 8501 KWH/year, Cost saved: Rs89,259/annum.

• Old ceiling fan replaced with energy efficient fan 7084.0 KWH/year, Cost saved: Rs74,382/annum.

• Ordinary window AC replaced with Energy saver star rating. Energy saved 5118.0Kwh/year, Cost saved: Rs53,737/annum.

• Ordinary Split AC replaced with Energy Saver rating. Energy saved 11828.0KWH/year, Cost saved: Rs1,24,192/ annum.

• Use of product display halogen light in place of LED Light.

After-market Division:-

• Auto cut A.C at lunch time for half hour and also auto off AC in evening at 6.00 pm.

• Replacement of tube lights with CFL.

Starter Motor and Alternator Division:-

• Hydraulic machine Upgraded with PLC based with Sleep Time for Hydraulic Motor off during Idle time total 6 nos. 3 Installed 3 in process.

• Air washer On/ off Controller installed to optimize the Running Time.

• Air Line modified, air Leak arrested to run 30 KW compressor instead of 45 Kw (before modification 30 KW Compressor is in stand by now 45 Kw compressor is Stand by).

• Ro Plant Running time reduced from 24 hrs. to 8 hrs. by capacity increase (3.5 hp motor installed in Ro plant, Running hrs. reduced by 16 hrs.).

• Air Conditioner Operating time reduced by 2 hrs./day during the office hours.

• Plan to Installed VFD in Air washer to optimize the Energy consumption (18.5 kW motorX4 motor installed in air Washer).

b) The steps taken by the Company for utilizing

alternate sources of energy

• Plan to install solar plant in all locations to reduce usage of primary source of energy.

• Switch over from LPG to Natural Gas in phased manner.

• Use of energy efficient PNG fired oven with patented technology to reduce consumption.

• Replaced FRP Sheet into Polycarbonate and increased the quantity (60 Nos) of FRP body type Turbo-ventilator for better ventilation and maximum utilization of sunlight.

• The use of Solar Power started is some of the plants for lighting and fans for office and store area.

• Transparent sheet and Glass windows have been fixed at roof to use natural day light in day time. In day light ceiling light are off between 10:30 AM to 4:30 PM in wiring harness plant.

c) The capital investment on energy conservation equipment

The Company has made a capital investment of Rs 83.03 Lacs on energy conservation during the year, the details of which are provided below:-

Sl.

No.

Capital Investment Sub Total (Amount

In Lacs)

1. Air Leakage reduction 2.88
2. Transformer IE3 Scheneider (Energy Efficient) 2.00
3. A/C five stare rating (5 Nos) (1004 Plant) 2.50
4. A/C five stare rating (5 Nos) (1005 Plant) 2.50
5. VRV Installed in Assembly area 48.30
6. Improvement of CC Shop Furnace skin temp 10.00
7. Energy efficient motor installation 2.00
8. Improvement in Machine Unloading time of Toshiba 250T Machine 7.35
9. Reduction in MF 200 Kg gas consumption 3.50
10 Implementation of Cen. Coolant System 2.00
Grand Total 83.03

B. TECHNOLOGY ABSORPTION:

i) Research & Development (R&D) - FORM B

1. Specific R&D areas in which R&D carried out by the Company

During recent times, there are increasing technology trends, upcoming regulations, increasing quality and reliability requirements, increasing cost reduction pressures from customers, the Company has increased its focus on product reliability and innovation. For domestic as well as International customers, Company focused on developing products which meet the changing emission regulations i.e. BS IV to BS VI Cost innovations to get entry into new vehicle segments mainly Construction, all terrain vehicles and Agriculture vehicles. Company is developing mechatronic & electronic products and co-development with customers on R&D projects. Some of the areas where R&D effort was put are:-

Intellectual Property Rights

• Filed 20 new patent applications for new concepts in various Product and Process design in 2018-19. Highlight was the granting of first patent in Japan for Key Less Ignition Switch cum steering Lock

Mechanical Products

• Fuel tank caps meeting BS VI regulations design activities started for major two wheeler OEMs

• Bayonet type Fuel Tank Cap with high pressure valve meeting BSVI norms for Scooter designed and validated.

• Sealed Ignition switch for ATV - Product validated and regular supplies started.

• New concept Steering lock for Triumph - Under development.

• Glove Box Lock with Latch for Polaris Slingshot.

• Ignition switch cum steering lock with integrated connector & multi-function module.

• New concept for Ignition Switch cum Steering Lock integrated with Cable actuation Mechanism developed - under validation.

• New Product line of Mechanical control Cables added with complete plant and Lab testing facilities set up in Pant Nagar.

The electronics & mechatronics share in vehicle is increasing at a rapid pace. Highly reliable microcontroller based solutions enable the advanced safety & security requirements of the vehicle. Company is also focusing on electronic, mechatronic and Biometric systems. We have set up a world class facility called Spark Minda Technical Centre (SMIT) in Pune with an objective to have state of the art centralized facility for Software & Hardware design and Electronics reliability testing. Most of the Mechatronic and Electronic developments are happening with active role of SMIT.

The various products we have developed/under development in Electronics/Mechatronics area are:-

Electronic/ Mechatronic Products

• Semi-Automatic smart key system integrated with cable actuation.

• Automatic Steering Lock.

• Semi-Automatic smart key system for Scooter.

• Smart Glove Box Lock and Seat Latch

• Automatic Steering Lock for Bolt Mobility - Netherlands.

• Electronic Fuel Tank Cap - Received order from Polaris and under development.

• Semi-Automatic smart key system developed for Scooter. Field Testing on vehicle under progress.

• Smart Rotavator Control Unit (Blue Eye 4.2) for assisting the farmers to optimally control engine speed during seeding.

• Reverse Speed Alert System for tractors based on a regulatory requirement

• Electronic Flashers for commercial vehicles and tractors

EV subsystem related products

• DC-DC converter

• Battery charger

• BLDC Motor Controller

Telematics related products

• Intelligent Transport solution (with passenger information system)

• Telematics solutions for shared mobility and fleet tracking

The focus on product innovation also calls for focus in process innovation. The rapid changing product technologies, regulatory requirements, cost reduction pressures has made us develop low cost highly reliable SPMs through in house capability development. Some of the new initiatives in ME include:-

• Second generation of Automatic Lock barrel assembly line developed with substantial cost and space saving - 3 Nos. developed & deployed. 5 (five) such SPMs developed.

• Automatic Soldering Process (SPM) for Active Antenna assembly process.

• Precise fuel tank cap breathing & leakage testing systems designed & developed for all types of Fuel Tank Cap systems currently being used across the world.

• Addition of wide array of analytical test machines for Reliability improvement in products validation Laboratory.

• Complete Testing & Validation facility of Mechanical Control cables set up for our New Product line.

• In Tooling, development started efforts for Yield improvement, Tool Quality improvement & Tool life improvement.

• Structural & Process simulations software for Zinc & Aluminium castings purchased to improve the Tooling development - Cast Designer.

• 100% fitment, function & appearance testing of parts made on assembly lines through robust End of line testing fixtures designed & developed In house.

• Battery cable with Aluminium cable prototype developed and offered to OEMs: One OEM has revised the drawing for one project with Aluminium Cable. 2 Vehicles were built but the project is slowed down as the OEMs are busy in implementation of BSVI.

• Exploring welding process of the terminal to Aluminium cable with Komax: Welding feasibility analysis done. This is linked to Aluminium cable project only. The welding process and its advantages were explained to the customer but no further actions is taken as of now till customer revives the project.

• Proto-type developed for Fuse blow indicator: Trial planned on vehicle with an OEM. The Trial was successfully conducted on the vehicle and further improvement has been done on the solution. SMIT is also working on a solution called PCB Junction Box.

• PCB Based Junction Box project initiated by SMIT and a design partner from overseas country Identified. The idea of overseas design partner is dropped because of unagreeable terms. SMIT is now developing the solution and a functional prototype is made. The demonstration to OEMs will start after the Demo Kit is ready.

• New Stackable Ring terminal for earth connection is under design phase. Same is proposed to an OEM. Provisional patent filed for the design.

• Sealing design improved to eliminate rework of starter motor.

2. Benefits derived as a result of above R&D

• Seeing MCLs competencies, customers like Honda, Yamaha, Polaris, Bajaj, Triumph, KTM etc. are codeveloping with Company starting from R&D stage. Company has co - developed a new FT cap for one of its major customer.

• Companys focus & competence building on Electronic & Mechatronic system has given good confidence to Customers - Received orders for Semi-Automatic smart key system integrated with cable actuation, for Automatic Steering Lock. Working with Yamaha Japan for Marine system security development.

• The new products for Off road segment have resulted into business from ATVs, Construction Vehicles & Tractor manufacturers.

• Cost innovations at the Company has resulted in increase in orders from customers like Hero Moto Corp, Royal Enfield, HMSI, Suzuki, TVSM and Yamaha.

• Companys competency in developing fuel tank caps meeting BS VI regulations has resulted in getting business from majority of Indian & Japanese customers for FT Caps.

• Company has already started supplies for Mechanical Control Cables for Kawasaki India and Okinawa. Samples under development for customers like Yamaha, RE, TVSM and Hero Motor Corp.

• Aluminium cable solution can reduce weight and cost of wiring harness. The terminal design has been done in-house based on benchmarking for a customer.

• Welding of terminal instead of crimping can help in overcoming creep problem of aluminium which can occur in crimping.

• Fuse blow indicator is a system in which the driver will get immediate intimation if there is any fuse blow for critical circuit. This is meant for the critical function where the driver will not notice anything till the system has reached extreme level of mal function (e.g Radiator fan). This system will help driver to take action immediately when the fuse blows.

• PCB Based junction box is next generation Power distribution system which will become predominant in high content vehicles like Passenger and Utility Vehicles.

• Stackable Ring terminal is a simple solution for complex grounding.

• Reduction in Warranty and improves customer satisfaction.

3. Future Plan of Action

• Focus on reliability will further increase to ensure Zero defect in complete product life cycle - Zero defect initiative drive started across the Group and Zero defect product policy will be adopted as our winning mantra.

• For markets like India & ASEAN cost innovation is happening through usage of alternative materials like Zinc to Aluminium or Zinc to Plastic. Company is also working on increasing the Tool life from 2 times to 3 times to reduce the recurring cost as the use of Aluminium increases (having one fifth tool life as compared to Zinc tools).

• More focus will be there in automating the assembly lines to reduce process cost due to ever increasing manpower cost & increase reliability. Fixed cost will be reduced by putting more focus on implementing low cost flexible automation on assembly lines.

• More focus on investments on R&D and Technology to further improve quality, deliver greater customer satisfaction, strengthening future competitiveness and bring in innovative products & new technologies including green & smart technologies.

• Company is working with all the major OEMs also on ROHs, REACH & ELV compliance to improve environment friendliness of our products.

• Competency is being created for design and development of PCB based Junction Box: Project Identified, Partner Identified, Customer Engagement planned to start in this financial year.

• Functional Prototype Ready.

• Development of FI system connectors for 2W: OBD II Connector, Water-Proof Connectors.

• Localization plan ready development started as per the plan. Capability enhancement plan is to engage with external experts.

• Focus on patents to enhance innovation culture in the Company.

• Application of TPV, TPU: Currently working on blend of NBR and PVC to replace Neoprene material whose cost is increasing. Proposal submitted to the OEM and currently under review.

4. Expenditure on Research and Development

(Rs in Million)

Particulars 2018-19 2017-18
a. Capital Expenditure 39.2 81.5
b. Recurring Expenditure 188.1 141.0
c. Total 227.3 222.5
d. Total R & D expenditure as a percentage of total turnover 2.10%* 2.40%*

* Based on pre-amalgamation turnover.

ii) Technology absorption, adaptation and innovation

1. Efforts, in the brief, made towards technology absorption, adaptation and innovation:-

a) Technology mapping being done by benchmarking with competitor products, engineers participation to various technical conferences & exhibitions. Patent landscaping being done on regular basis to see the technology trends.

b) Structured Reward & Recognition policies have been implemented to create culture of innovation.

c) State of art electronic competency centre (SMIT) put up at Pune for next generation electronic & mechatronic products. The centre is focused on developing advance engg solutions in hardware, software and does reliability testing of electronic products.

d) Technical consultants (Subject matter experts) hired to guide engineers on various technical areas like materials, processes, mechanisms & Patents.

e) Technical Tie-ups with premier institute in India for project based solution like IIT Delhi, IIT Chennai & CECRI Karaikudi.

f) Technical standards, manuals & check sheets being made/updated on regular basis to build strong knowledge base of product & process technology.

g) Engineers being regularly trained on high end design software, structural simulation software & process simulation software, new technologies in tool & die making, rapid prototyping techniques. Built rapid prototyping facility in-house through installation of 3D printer.

h) As part of group initiative, Project (Current business- technology and product gap) there is continuous mechanism for product benchmarking, prioritizing and development of the project which is reviewed at different levels.

i) Engagement with overseas Design houses for joint development of technology product-line like PCB Junction Box.

j) Several projects running with SMIT for new productline development: Fuse Blow Indicator. PCB Bases Junction Box, Wireless Modules, vehicle-Networking.

k) 24V Alternator with 55A output developed in 5" frame size.

l) 12V Alternator with 55A output developed in 4" frame size.

2. Benefits derived as a result of above efforts e.g. product improvement, cost reduction, product development, import substitution etc.:-

a) Company considered as preferred original component supplier by most of OEMs & most of the OEMs are involving Company from concept design stage.

b) The innovative product offerings have resulted into Import substitutions for Indian 2 Wheeler OEMs in the products like immobilizers, magnetic shutter modules, multifunction locks etc. Also customers are seeking solutions from Company for upcoming technical, safety & regulatory requirements.

c) Company indigenous technologies, low cost products, use of design simulations & rapid prototyping techniques to reduce product development cycle have resulted in increase in business from Indian & export customers.

d) There is increased amount of focus on patent and regular training on patents is being conducted to spread awareness for patent search and patent filing which enhances innovation culture in the organization.

e) The above initiative has brought focus on product benchmarking and global technology trend which helps in identifying the focus area for technology/ product development.

3. In case of imported technology (imported during the last 5 years reckoned from the beginning of the financial year) following information may be furnished:-

a) Technology imported -

No Technology was imported during last 5 years. All the Technologies and Products were developed by the Company on its own.

b) Year of Import - Not applicable

c) Has technology been fully absorbed? - Not applicable

d) If not fully absorbed areas where this has not taken place, reasons there for and future plans of action - Not applicable.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

i) EXPORT ACTIVITIES

Various initiatives taken to increase exports; development of new export markets for products and services -

ii) TOTAL FOREIGN EXCHANGE USED AND EARNED

Foreign Exchange Used:-

(Rs in Million)

Particulars FY18-19 FY17-18
a) Travelling & Conveyance 30 19
b) CIF value of import 1,571 1,305
c) Legal & Professional 16 14
d) Repair & Maintenance (P&M) 79 81
e) Others 21 22

 

Foreign Exchange Earned:- (Rs in Million)
Particulars FY18-19 FY17-18
a) FOB value of Exports 1,880 1,348
b) Royalty 36 32
c) Financial Assistance Fee 6 6
d) Interest/Dividend income 123 54
e) Technical Know-how and Service Income 17 3

 

For and on behalf of the Board of
Minda Corporation Limited
Place: Gurugram Ashok Minda
Date: August 12, 2019 Chairman & Group CEO
DIN:00054727