Minda Corporation Ltd Directors Report.

To

The Members,

Your Directors have pleasure in presenting the 35th (Thirty Fifth) Annual Report on the business and operations of the Company together with the audited financial statements for the financial year ended March 31, 2020.

FINANCIAL SUMMARY

PARTICULARS

Standalone

Consolidated

1 31.03.2020 31.03.2019 31.03.2020 31.03.2019
Sales/ Income from operations 21305 23708 28131 30920
Other Income 479 410 443 355
Profit from operation before Interest, Depreciation, Other Expenses, taxes and share of profit/ (loss) of joint ventures/ associate 5548 6007 6556 7151
Finance Cost Interest 389 344 499 490
Depreciation and amortization expense 823 615 1179 883
Other expenses 2678 2810 3614 3872
Profit from operation before tax and share of profit/ (loss) of joint ventures/associate 1658 2238 1264 1906
Share of profit of joint ventures/associate (net of taxes) NA NA 125 280
Profit before exceptional item & tax 1658 2238 1389 2186
Exceptional Item (3666) 43 (2933) 175
Tax Expense 396 695 447 688
Tax Adjustment related to earlier year 7 (20) 7 (19)
Profit/Loss for the period after taxes (A) (2411) 1606 (1998) 1692
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) (14) (7) (12) (7)
items that will be reclassified to profit and loss
- Joint Ventures/Associates share of re-measurement of Defined benefit liabilities (net of tax) - - (6) 2
• Item that will be reclassified to profit & loss - - (6) 2
- Exchange difference in translating financial statement of foreign operations - - 72 (93)
Total other comprehensive income(B) (14) (7) 54 (98)
Total comprehensive income for the period (A+B) (2425) 1599 (1944) 1594

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 21305 Million against Rs 23708 Million during previous year. The Company reported a Net Loss of Rs 2411 Million as against Net Profit of Rs 1606 Million earned during previous year. This year we had an exceptional loss of Rs 3,666 Million on standalone basis as against exceptional gain of Rs 43 Million last year.

Consolidated Financials: During the year under review, your Company has achieved a consolidated turnover of Rs 28131 Million against Rs 30920 Million during previous year. The Company reported a Net Loss of Rs 1998 Million as against Net Profit of Rs 1692 Million earned during previous year.S

This year we had an exceptional loss of Rs 2,933 Million on consolidated basis as against exceptional gain of Rs 175 Million last year.

Along with silent transformation of the automobile industry, it continues to be gasping for fresh air for the past two year. The economic conditions have certainly not been helpful for the industry. We are seeing the industry, one of the major contributors to the Indian economy; continue to be in the blues since the past two years. From a growth rate of 6.3% for total vehicles produced in FY19, FY20 saw the industry de-growing at 14.7% rate. The reasons are not hard to see - overall economic slowdown, lack of government stimulus for the industry, liquidity crisis and poor consumer sentiments and finally the COVID-19 pandemic ensured that the industry remains in a bad state of affairs, impacting each and every segment of the industry. The fall in revenue for us would have been much higher but for the strong performance in the Exports and the Aftermarket.

The exceptional loss reported this year is because the Board of Directors of the Company at their meeting held on 09 June 2020 decided to withdraw the financial support to its material wholly owned subsidiary Minda KTSN Plastic Solutions GmbH Co. & KG, Germany (Minda KTSN). Thereafter, Minda KTSN filed for Insolvency on the same date. Minda KTSN has prepared its financial statements for the year ended 31 March 2020 on the assumption that the fundamental accounting assumption of going concern is no longer appropriate. Accordingly, the management of your Company assessed the recoverability of investments, loans and other outstanding from Minda KTSN based on its financial statements and has recorded impairment loss of Rs 2795 Million in respect of its investments, loans and other receivables. Further, the Company has paid a sum of Rs 870 Million (Euro 10.5 Million) pursuant to Corporate Guarantee and Stand By Letter of Credit (SBLC) given by the Company to the banks in respect of loans taken by Minda KTSN. The total charge of Rs 3666 Million has been presented as exceptional items in the Statement of Audited Standalone Financial Results. Whereas, the Company has recorded impairment charge of Rs 2933 million which has been presented as exceptional items in the Statement of audited consolidated financial results in respect of goodwill relating to MKTSN and reduction in carrying value of property, plant and equipment and other assets of MKTSN.

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

AMALGAMATION OF FIVE WHOLLY OWNED SUBSIDIARIES WITH MINDA CORPORATION LTD.

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. The Honourable National Company Law Tribunal (“NCLT”), New Delhi Bench, has approved the Scheme vide its order dated July 19, 2019. The Scheme was operative from April 1, 2018 (“Appointed Date”). The scheme was effective from September 01, 2019 i.e. upon filing of the certified copy of the said order of Honble NCLT with the Registrar of Companies, Delhi.

Amalgamation of the Transferor Companies into and with the Company resulted in consolidation of the businesses. The Amalgamation is also beneficial as it created greater synergies among the businesses and enabled them to have access to wider financial resources, increase the managerial efficiencies, lowering of cost structure and higher transparency.

The Transferor Companies are wholly owned subsidiary companies of Company, therefore, no new equity shares have been issued and entire share capital of the Transferor Companies has been cancelled and extinguished.

CREDIT RATING

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

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

The Rating Agency have re-affirmed the credit rating during the year under review.

DIVIDEND

For the year 2019-20, your directors have not recommended any final dividend, The interim dividend of Rs 0.35 per share (i.e. 17.5%) per equity share (Face Value Rs 2/- each) which has already been paid by the Company for 2019-20 is being placed in the notice of the ensuing Annual General Meeting for approval by shareholders of the Company.

DIVIDEND DISTRIBUTION POLICY

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

SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2020 is Rs 4,54,444,570 (Rupees Four Hundred Fifty Four Million Four Hundred Forty Four Thousand Five Hundred Seventy Only) divided into 2,27,222,285 Equity Share of Rs 2/- each, Upon the Scheme coming into effect from the Appointed Date i.e. April 01, 2018, the authorized share capital of the Company has enhanced to an aggregate amount of Rs 15,77,000,000/- (Rupees One Thousand Five Hundred Seventy Seven Million only) and the authorized share capital of the Company has been re-classified as divided into 69,25,00,000 equity shares of Rs 2/- (Rupees Two only) each aggregating to Rs 13,85,000,000/- (Rupees One Thousand Three Hundred Eighty Five Million Only) and 240,000 preference shares of Rs 800/- (Rupees Eight Hundred only) each aggregating to Rs 192,000,000 (Rupees One Hundred Ninety Two Million Only). Therefore, Clause V of the Memorandum of Association of the Company stands modified accordingly.

TRANSFER TO RESERVES

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

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“the IEPF Rules”), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF, established by the Government of India, after the completion of seven years. Further, according to the IEPF Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. During the year under review, the Company has transferred the unclaimed dividend of Rs 86,742/- to IEPF Authority. Further, there was no corresponding share for such transfer as per the requirements of the IEPF Rules. Year-wise amounts of unpaid / unclaimed dividends lying in the unpaid account up to the year and the corresponding shares, which are liable to be transferred by the Company to IEPF Authority are provided in the Shareholder Information Section of Corporate Governance Report and are also available on Companys website at www.sparkminda.com.

The details of the nodal officer appointed by the Company under the provisions of IEPF Rules are available on the website of the Company i.e. www.sparkminda.com.

EMPLOYEE STOCK OPTION SCHEME 2017

Your Company with the objective of introducing a long term incentive tool to attract, motivate, retain talent and reward loyalty, formulated Minda Corporation Limited Employee Stock Option Scheme 2017 (“ESOP 2017”) for grant of a maximum of 53,41,840 stock options to the eligible employees of the Company. Nomination and Remuneration Committee of the Company has granted total 34,30,000 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. www.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.

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 forms part of this Directors Report.

DIRECTORS / KEY MANAGERIAL PERSONNEL- APPOINTMENT, RE-APPOINTMENT & RESIGNATION

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Ashok Minda, 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 and approved by shareholders in the Annual General Meeting held on September 26, 2019.

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 and approved by shareholders in the Annual General Meeting held on September 26, 2019.

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 and approved by shareholders in the Annual General Meeting held on September 26, 2019.

Further, 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(1A) 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.

The Board of Directors in their meeting held on August 12, 2019 has designated Mr. Avinash Parkash Gandhi as the Lead Independent Director of the Company. The role of the Lead Independent Director is available on the Companys website https://sparkminda.com/wp-content/uploads/2019/09/Role-of-

Lead-Indepenent-Director.pdf

During the year under review Mr. Sanjay Aneja has resigned from the post of Chief Financial Officer w.e.f September 25, 2019 due to personal reasons. Thereafter, Mr. Laxman Ramnarayan has been appointed as Chief Financial Officer of the Company and has been designated as Executive Director & Group CFO of the Company w.e.f September 26, 2019.

Further, Mr. Sudhir Kashyap, Executive Director & CEO has resigned from the post of Executive Director & CEO w.e.f October 15, 2019 due to personal reasons.

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 fulfil the conditions specified in the Act, Rules made there under and Listing Regulations.

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, a formal evaluation of the performance of the Board, its Committees, the Chairman and the individual Directors was carried out for FY 2019-20. Led by the Nomination & Remuneration Committee, the evaluation was carried out using individual questionnaires covering, amongst others, composition of Board, conduct as per company values & beliefs, contribution towards development of the strategy & business plan, risk management, receipt of regular inputs and information, codes & policies for strengthening governance, functioning, performance & structure of Board Committees, skill set, knowledge & expertise of Directors, preparation & contribution at Board meetings, leadership etc. Further, the Committees were evaluated in terms of receipt of appropriate material for agenda topics in advance with right information and insights to enable them to perform their duties effectively, updation to the Board on key developments, major recommendations & action plans, stakeholder engagement, devoting sufficient time & attention on its key focus areas with open, impartial & meaningful participation and adequate deliberations before approving important transactions & decisions. The performance evaluation of the respective Committees and that of Independent and Non-Independent Directors was done by the Board excluding the Director being evaluated. The actions emerging from the Board evaluation process were collated and presented before the Chairman of Nomination and Remuneration Committee as well as the Board. Suggestions/feedback concerning strategic, governance and operational matters are actioned upon by the team.

As part of the evaluation process, the performance of nonindependent directors, performance of the Board as a whole, performance of the Committee(s) ofthe Board and the performance of the Chairman was evaluated by the Independent Directors in a separate meeting of independent directors held on February 07, 2020, taking into account the views of other directors.

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, 2020, there are 6 (six) Committees of the Board 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 like Board Diversity are given on the website of the Company at www.sparkminda.com

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

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

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

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

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

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

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

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

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

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

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

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

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the

Companies Act, 2013, with respect to Directors Responsibility

Statement, your Directors confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed and no material departure was made for the same. The financial statements of the Company for the financial year ended March 31, 2020, 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, 2020;

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

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

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

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

NATURE OF BUSINESS

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

CODE OF CONDUCT

The Company has in place a comprehensive Code of Conduct (”the Code”) applicable to Directors, Independent Directors and Senior Management Personnel. The Code gives guidance and support needed for ethical conduct of business and compliance of law. A copy of the Code is available on the Companys website at the link: https://sparkminda.com/wp-content/uploads/2020/04/Code-of-Conduct.pdf The Chairman & Group CEO of the Company has given a declaration that the member of Board of Directors and Senior Management Personnel have affirmed compliance with the code of conduct of the Board of directors and Senior Management in terms of Schedule V (D) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the financial year ended on March 31, 2020 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 (note no. 2.39) 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/2020/04/Related-Party-Transactions-Policy.pdf

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

Pursuant to Section 134(3)(g) of the Companies Act, 2013 particulars of loans, guarantees or investments and securities provided under Section 186 of the Companies Act, 2013 along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement (Please refer to Note 2.4, 2.5 and 2.37 to the standalone financial statements).

CORPORATE SOCIAL RESPONSIBILITY

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

Spark Minda Foundation (A wholly owned subsidiary of the Company) a non-profit Company registered under Section 8 of the Companies Act, 2013 is the implementing agency for implementation of CSR activities. 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 36.94 Million on CSR activities is annexed herewith at 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 at 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, is given at Annexure-IV to this Report.

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

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

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

STATUTORY AUDITORS AND REPORT

At the Annual General Meeting held on 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.

Audit Reports on Standalone Financial Statements and

Consolidated Financial Statements are self-explanatory and do not call for any further comments under Section 134 of the Companies Act, 2013. The Auditors Report to the shareholders for the year under review does not contain any 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.

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 201920 as required under Section 204 of the Companies Act, 2013 and Rules made there under. The Secretarial Audit Report for financial year 2019-20 forms part of this Annual Report as Annexure-V to this Directors Report. The Secretarial Audit Report contains one observation, which is as follows:-

“During the Audit Period, the Company has complied with the provisions of the Act, Rules, Regulations and Guidelines to the extent applicable, as mentioned above except that Annual Performance report of Minda KTSN Plastic Solutions GmbH & Co. KG, a wholly owned subsidiary of the Company, was filed to Reserve Bank of India on 16th April, 2020.”

The delay in filing the aforesaid Annual Performance Report was due to late receiving of Audited Financial Results of Minda KTSN Plastic Solutions GmbH & Co. KG, Germany.

COST AUDITORS

The Board of Directors has appointed Chandra Wadhwa & Co., Cost Accountants as Cost Auditors (Firm Registration No. 00239) for conducting the audit of cost records made and maintained by the Company for the financial year 2020-21 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 20-21 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 presently listed at National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). The Annual Listing fees for FY 2020-21 have been paid to the concerned Stock Exchanges.

SECRETARIAL STANDARDS

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

ANNUAL RETURN

Pursuant to sub-section (3) of section 134 of the Act the annual return has been placed on the website of the Company i.e.

www.sparkminda.com

Further pursuant to Rule 12 of the Companies (Management and Administration) Rules, 2014 an extract of the annual return in such form as may be prescribed shall form part of the Annual Report. The Companies (Amendment) Act, 2017, amended sub-section (3) of section 92 of the Act a copy of the annual return is available on the website of the company. The web-link of such annual return is https://sparkminda.com/wp-content/uploads/2020/06/ Form MGT-7-Annual-Return.pdf

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, 2020 has been attached with the Consolidated Financial Statements of the Company for the financial year ended March 31, 2020.

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/2020/04/Policy-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/2020/04/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 a pro-active approach towards risk management;

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

HUMAN RESOURCES

In this complex and competitive world, the company strongly believes that people are the reason for its success and an important factor to achieve business and social objectives. Thus, its Human Resource function is focused on further strengthening and nurturing the vast and diverse employee base.

The HR initiative is focused on hiring the talent with the right attitude, develop and groom them and build the leadership pipeline for the future. We have worked towards becoming a performance-driven organization.

Technology and automation is expanding in all fields including Human Resource Management, hence strong emphasis is being laid on digitization of HR processes that will anchor agility and analytics driven decision-making. Creating One Spark Minda, every employee experiences consistency in HR practices and policies across the Group.

The company has well-crafted and employee-friendly HR policies, and hence it enjoys a cordial relationship with its employees. We have not experienced any major work stoppages due to labor disputes or cessation of work in the last many years.

It continues to emphasize and focus on safety and security at the workplace by prescribing policies and procedures, creating awareness, and imparting pieces of training to the workforce. It also has an established mechanism that fosters a positive work environment that is free from harassment of any nature. Prevention of sexual harassment initiative framework is in place to address the complaints of harassment at the workplace.

AWARDS

During the year under review, your Company has received many awards and recognitions, which have been mentioned in Award section of this Annual 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/2020/04/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. Significant material orders of amalgamation of 5 wholly owned subsidiaries into Minda Corporation Limited have been passed by the Honourable National Company Law Tribunal (“NCLT”), New Delhi Bench vide its order dated July 19, 2019.

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

IMPACT OF COVID-19 ON WORLDS ECONOMY AND COMPANYS PERFORMANCE

In the last month of FY 2020, the COVID-19 pandemic developed rapidly into a global crisis, forcing governments to enforce lockdown of all economic activity. For the Company, the focus immediately shifted to ensuring the health and well-being of all employees. As of March 31, 2020, work from home was enabled for the employees to the extent possible to work remotely and securely. Production was suspended at most of the locations. While the lockdown and restrictions imposed on various activities were necessary to contain the spread, it has significantly impacted the business operations at Minda Corporation Limited and its subsidiaries. Consequently, revenues and profitability have been adversely affected. Further, there have been no changes in the controls and processes.

However, both the rating agencies India Ratings and Research (Ind-Ra) and CRISIL have re-affirmed the credit rating of Minda Corporation Limited

EVENT OCCURRED AFTER BALANCE SHEET DATE

a) Minda KTSN Plastic Solutions GmbH & Co., K.G, Germany, (Minda KTSN) a wholly owned subsidiary of the Company has filed for voluntary insolvency application on June 09, 2020 under the applicable German laws. Over the years, your Company had invested a significant amount of capital into the subsidiary without an upside to overall profitability. The European subsidiary with a product portfolio for the Interior Plastics segment has been facing challenges including a tough market environment in Europe and Mexico and has been significantly underperforming for last two years. Despite formulating long-term turnaround measures for it and continued investment, the future prospects appear bleak. Finally, the Board of Directors of your Company decided to withdraw the financial support to Minda KTSN. This move will help your Company to improve our overall EBITDA and ROCE and go a long way in protecting shareholder value.

b) Minda China Plastic Solutions Co., Ltd, a Joint Venture established between Minda KTSN Plastic Solutions GmbH & Co., K.G, Germany, a wholly owned subsidiary of Minda Corporation Limited and Shandong Beiqi Hai Hua Automobile Parts Co., Ltd, China for producing and selling automotive components/parts has been called off with effect from May 07, 2020. This Joint Venture didnt convert any opportunity in previous three years, therefore, JV was terminated with the mutual consent of the parties. There is no impact due to such termination.

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. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

For and on behalf of the Board of
Minda Corporation Limited
Sd/-
Ashok Minda
Place: Gurugram Chairman & Group CEO
Date: July 15, 2020 DIN: 00054727