Minda Industries Ltd Directors Report.

To the Members of

Minda Industries Limited

The Board of Directors hereby submit their twenty-eighth report along with the audited financial statements of the Company for the financial year ended on 31 March 2020. The standalone and consolidated performance of the Company is summarized below:

Financial Results

(Amount Rs. in Crores, unless otherwise stated)

Particulars

Standalone

Consolidated

2019-20

2018-19

2019-20

2018-19
Revenue from Operations 3,174.94 3,492.99 5,465.14 5,908.09
Other Income 62.85 50.48 39.25 27.03
Profit Before Tax 162.97 251.86 266.31 454.68
Exceptional item 22.36 14.07
Tax Expense 33.56 64.05 77.50 134.07
Profit before share of profit in associates and joint ventures 107.05 187.81 174.74 320.61
Share of net profit in associates and joint ventures 12.97 18.87
Non-controlling interest 32.76 53.86
Profit for the year attributable to the Owner of the Company 107.05 187.81 154.95 285.62
Other Comprehensive income for the year attributable to the Owners of the Company (3.43) (0.01) (1.36) (0.71)
Total Comprehensive income for the year attributable to the Owners of the Company 103.62 187.80 153.59 284.91
Earnings per share (EPS)
Basic (in Rs.) 4.08 7.17 5.91 10.90
Diluted (in Rs.) 4.08 7.17 5.91 10.90
Equity attributable to the Owners of the Company 1,315.07 1,242.26 1,815.72 1,704.16

The financial statements for the year ended March 31, 2020 have been prepared after giving effect to the scheme of amalgamation of four wholly owned subsidiaries namely (i) M J Casting Limited (ii) Minda Distribution and Services Limited, (iii) Minda Auto Components Limited and (iv) Minda Rinder Private Limited with Minda Industries Limited. Accordingly, the comparatives for the year ended March 31, 2019 have been restated. For details, refer Notes to Accounts forming part of this Annual Report.

Companys Performance Standalone

The standalone revenue from Operations during the year was

Rs. 3,174.94 Crores as against Rs. 3,492.99 Crores in previous year. The profit after tax was Rs. 107.50 Crores as against

Rs. 187.81 Crores in the previous year. Total comprehensive income was Rs. 103.62 Crores as against Rs. 187.81 Crores in the previous year.

Consolidated

The consolidated revenue from operations during the year was Rs. 5,465.14 Crores as against Rs. 5,908.09 Crores in previous year. The profit after tax attributed to the Owners was Rs. 154.95 Crores, as against Rs. 285.62 Crores in the previous year. Total comprehensive income attributed to the Owners of the Company was Rs. 153.59 Crores as against Rs. 284.91 Crores in the previous year.

Consolidated Financial Statements

Pursuant to Section 129(3) of the Companies Act, 2013, the consolidated financial statements of the Company and its subsidiaries, associates and joint ventures, prepared in accordance with the relevant Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the

Companies (Accounts) Rules, 2014, forms part of this Annual Report.

COVID-19

The WHO declared COVID-19 outbreak as a pandemic which continues to spread across the country. On March 23, 2020, the Government of India also declared this pandemic a health emergency and ordered temporary closure of all non-essential business, imposed restrictions on movement of goods/ materials travel etc. Accordingly, production was suspended at most of the locations. While the lockdowns and restrictions imposed on various activities were necessary to contain the spread, it has significantly impacted the business operations. Consequently, revenues and profitability have been adversely affected. In order to mitigate some of the impact, Company has taken various initiatives to manage its costs across the organization and also took actions to conserve cash which is critical in times of crisis. This will ensure that company is able to appropriately address any challenge thrown up by the continuously evolving situation.

Disruption to businesses worldwide and economic slowdown has its eventual impact on the Company. The Company did initial assessment of likely adverse impact on economic environment in general and financial risk on account of

COVID-19. Based on current indicators of future economic conditions, the Company expects to recover as the demand comes from the customers. Well-being and safety of the Employees is of utmost priority. We are carefully monitoring the rapidly evolving Covid-19 pandemic and will continue to proactively respond based on the evolving situation. The Company is undertaking all the necessary measures to ensure compliance with the terms and conditions put in place by concerned authorities. The Company will work towards an orderly return to production once conditions permit.

Dividends

The Board at its meeting held on 6th February 2020, declared an interim dividend of Rs. 0.40 per equity share i.e. 20% on 26,22,16,965 equity shares of Rs. 2 each. In view of severe impact on business due to COVID-19, the Board has decided to conserve cash for present and future business requirement and as such not recommended any final dividend for the Financial Year 2019-20. The interim dividend of Rs 0.40 per equity share i.e. 20%, so paid in February, 2020 shall be considered as dividend for Financial Year 2019-20. The Company has complied with the dividend distribution policy of the Company, the copy is available on the website of the Company at www.unominda.com.

Transfer to Reserve

The Company has not proposed any amount to be transferred to the General Reserve.

Share Capital

The issued, subscribed and paid-up equity share capital of your Company as on 31 March 2020 is at Rs. 52,44,33,930/- comprising of 26,22,16,965 Equity Shares of Rs. 2 each. During the year, there is no change in issued, subscribed and paid-up Equity Share capital of the Company. Further, the Company has neither issued any shares with differential voting rights nor any sweat equity shares during the year under review.

Key Business developments during the year under review (i) Merger of four Wholly-owned subsidiaries with the Company

The Board of directors of your Company at its meeting held on 16 May 2019 had approved the composite scheme of merger of Companys wholly owned subsidiaries i.e. M J Casting Limited (Transferor Company No. I), Minda Distribution and Services Limited (Transferor Company No.2), Minda Auto Components Limited (Transferor Company No.3) and Minda Rinder Private Limited (formerly known as Rinder India Private Limited) (Transferor Company No.4) (collectively referred as "Transferor Companies"), with the Company (‘Transferee Company, Minda Industries Limited) ") subject to various necessary approvals. The appointed date of the amalgamation as per scheme was 1 April 2019.

Subsequently, the Company had filed Application before The Honble National Company Law Tribunal, Delhi Bench ("NCLT"), during the year. NCLT has passed the final order on June 1, 2020, approving the aforesaid amalgamation. This amalgamation shall maximize the overall shareholders value by strengthening its core competencies and create stronger standalone balance sheet. It would consolidate and simplify the group structure and would provide cost savings/synergies resulting from rationalization, standardization and simplification of business processes, improved organizational capability arising from pooling of financial resources, avoid un-necessary duplication of costs of administration, distribution, selling and marketing and reduction in legal and regulatory compliances. The Transferor Companies are wholly owned subsidiary companies of the Company, therefore no new equity shares will be issued and the entire share capital of the Transferor Companies shall be cancelled and extinguished.

The Scheme is available on the website of the Company at www.unominda.com.

(ii) Acquisition of Delvis GmbH

The Company acquired 100% equity capital of the Delvis Group at a transaction value Euro 21 million. The Delvis

Group comprises of Delvis GmbH and its two wholly owned subsidiaries viz Delvis Products, GmbH and Delvis Solutions, GmbH.

The Delvis Group is engaged in automotive lighting design & engineering. The acquisition, is in line with strategy of the Company to augment/acquire technological capabilities in existing product lines (Automotive Lighting). Delvis is among the top players with state of the art lighting technology and works closely with German OEMs (VW / Audi/ Porche) in pre-development activities for high end platforms, which deploy the next level of technologies. This acquisition is expected to deliver considerable synergies for growth of lighting business in India and enhance its product offerings to OEMs.

(iii) Business service agreement & technical tie up with Sensata Technologies for Magnetic Speed & Position Sensors India business

The Board of Director of your company, had its meeting held on 23 December 2019, approved to entering into Wheel Speed Sensor Business in India and South

Korea by purchasing certain machinery from Sensata

Technology Baoying Co Ltd and availing technical knowhow and engineering support from Sensata Technology

Changzhou Co. Ltd. It is planned to start the operations during FY 2020-21.

(iv) Merger of Minda I Connect Private Limited

The Board of Directors of your Company had, its meeting held on February 6, 2020, approved the merger of Minda I Connect Private Limited ("Transferor Company" or "Minda I Connect") with Minda Industries Limited (Transferee Company) by way of Scheme of Amalgamation under Section 230-232 of the Companies Act, 2013.

Minda I Connect is inter alia engaged in telematics business and development of related software, hardware, designing, programming in automotive mobility and information technology segment. Transferor Company Brands - I-Connect and Carot have been established as a leading telematics brand in India

(Hardware and software).

Your Company desires to expand its business in automotive components and this amalgamation would lead to improved customer connect and enhanced market share across product segments relating to auto sector. The Transferor Companys products like software, hardware, designing, programming in automotive mobility and information technology segment will synergize well with the product groups of the Company. The said merger shall be subject to receipt of necessary approvals of shareholders and creditors, SEBI, Stock Exchanges, National Company Law Tribunal and other governmental authorities as may be required.

In consideration for amalgamation the shareholders of the Minda I Connect, shall receive 10 (Ten) equity share of the Company of Rs. 2 each fully paid up for every 179 (One Hundred Seventy-Nine) equity shares of Minda I

Connect of Rs. 10 each fully paid up.

The Scheme is available on the website of the Company at www.unominda.com.

(v) Update on Acquisition and Merger of Harita Seating Systems Limited

The Board of directors of your Company at its meeting held on 14 February, 2019 approved composite scheme of amalgamation ("the Scheme") of Harita Limited ("Transferor Company 1") and Harita Venu Private Limited ("Transferor Company 2") and Harita Cheema Private Limited ("Transferor Company 3") and Harita Financial Services Limited ("Transferor Company 4") and Harita Seating Systems Limited ("Transferor

Company 5") and Minda Industries Limited ("Transferee Company") subject to various necessary approvals.

The said scheme of amalgamation was filed with the Honble National Company Law Tribunal ("NCLT") for its approval under Section 230-232 of the Companies Act, 2013. As per the directions of the Honble NCLT, the approval of the Shareholders and unsecured creditors have been accorded to the scheme. The Secured Creditors of the Company have given their consent by way of affidavit, hence, no meeting was convened for seeking their approval.

The Scheme is pending with NCLT for its approval.

Change in Nature of Business

There is no change in the nature of business of your Company during the year.

Material Changes and Commitments

Except for impact of lockdown due to COVID-19, there were no material changes and commitments occurred between the end of the financial year as on 31 March 2020 and the date of this report which affects financial position of the Company.

Employee Stock Option Scheme

Your Company has implemented UNOMINDA Employee Stock Option Scheme 2019 or UNOMINDA ESOS 2019 (hereinafter referred to as the "Scheme"). The maximum number of options to be granted under the ESOS 2019 shall not exceed 78,66,500 options, convertible into equity shares of the Company, which is approximate 3% of the paid-up share capital of the Company as on the date of approval of the scheme. One option shall entitle the eligible employee to one equity share. The NRC of the Board is empowered to administer this scheme including to determine the eligible employees, the vesting period and exercise price of the options.

NRC, on16 May 2019, has granted 10,12,259 number of options convertible into equal no. of Equity shares having face value of Rs. 2 each to the eligible employees of the Company and its Subsidiaries at a price of Rs. 325 per option.

Pursuant to the provisions of SEBI (Share Based Employee

Benefits) Regulations, 2014, disclosure with respect to the Scheme of the Company as on 31 March 2020 is enclosed as Annexure-A to this Report. The ESOS 2019 has also been uploaded on the Companys website at www.unominda. com.

The Scheme is in compliance with SEBI (Share Based Employee

Benefits) Regulations, 2014 (‘Employee Benefits Regulations) and there has been no change to the plan during the financial year.

Corporate Social Responsibility Initiatives

As part of its initiatives under Corporate Social Responsibility (CSR), the CSR Committee has been entrusted with the prime responsibility of recommending to the Board about Corporate

Social Responsibility Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of Companies Act, 2013, the amount of expenditure to be incurred on CSR activities and monitoring the implementation of the framework of the CSR Policy.

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company as adopted by the Board and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure B of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report. The CSR policy is available on https://www.unominda.com/investor/ corporate-governance.

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 stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule-8 of the Companies (Accounts) Rules, 2014, is enclosed as Annexure-C to the Boards Report.

Corporate Governance

The Company has complied with the Corporate Governance requirements as specified in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013, the report on the same as stipulated in Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as Annexure-D to the Boards Report.

The Certificate Company Secretaries in practice confirming the Compliance of conditions of Corporate Governance as stipulated in Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as Annexure-E to the Boards Report.

Risk Management Policy

The Board of Directors of the Company has constituted a Risk Management Committee to frame, implement, and monitor the risk management plan for the Company. The Committee is responsible for reviewing the risk management plan and its effectiveness. The Company has Risk Management Policy which can be accessed on Companys website www. unominda.com. The Company has also laid down the procedures to inform Board members about risk assessment and minimization procedures.

Internal Financial Control and its adequacy

The Board has adopted policies and procedures for governance of orderly and efficient conduct of its business including adherence to Companys policies, safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information and its disclosures. The Companys internal control systems are commensurate with the nature of its business, the size and complexity of its operations.

The internal control and governance process are duly reviewed for the adequacy and effectiveness through regular testing of key controls by management and independent internal auditors.

Human Resource Management

We continued and further strengthened our focus on Talent

Development. This year we specifically focused on making our talent pipeline more robust by having custom made and curated development programmes for all sections of our talent pipeline. The talent pipeline starts from our Operator/Associate levels, where we pre-identify future staff members and then start augmenting their critical for success capabilities along with a strong mentoring process. Then we have defined developmental programmes from our GET levels right up to our Presidents. Due to all of the above, we could maintain a high degree of internal talent readiness, as well as onboarding of few, but critical resources from external eco-system. Two developmental programmes, got institutionalised when they entered into their second year of running TRANSFOR-M & M-LEAP.

In order to further strengthen our Brand as a preferred employer, our HR team initiated a Campus engagement programme called UNO MINDS. This was a knowledge issued by M/s. Sanjay Grover & Associates, evaluation based initiative with three scholarships as reward.

This initiative received a tremendous reception and more than

10,000 students, across the country, participated. For the first time, we focused on adding young Finance professionals into the organization. With a view to bring in more objectivity into our talent assessment process, we successfully conducted specialised assessment centres, run by external experts. We also added to our talent management process, by launching career ladder process. A career ladder for entry level (GETs) has been created as well as a Tech-Ladder, for technical / design based employees has been launched in this year.

Renewed focus on enhancing functional skills has been launched with L&D leading this initiatives with complete support of all the functions. The idea behind this is to remain ahead on the skill curve as well as to keep our employees relevant in this rapidly changing times. In order to create a more agile and prompt workplace, we launched the eHRM module- ‘Success Factors, an SAP product suite to provide a cloud-based solution to manage various HR functions through modules like Employee Central and People Performance. This makes employee data available on a click, which will help the organization to move towards more objective and data driven decision making process. This year was full of challenges for the HR team, we started the year with a clear focus on HR Goals for 2024-25 and suddenly in the last quarter due to outbreak of COVID 19, the

HR focus shifted primarily to three important areas: Employee safety & wellbeing, Effective Communication and Managing teams & work remotely.

Particulars of Employees

The ratio of remuneration of each director to the median of employees remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure-F.

In accordance with the provisions of Section 197(12) of the Act and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are available with the Company. In terms of provisions of Section 136(1) of the Act, any member interested in obtaining a copy of the said details may write to the Company Secretary.

Vigil Mechanism

Your Company is deeply committed to highest standards of ethical, moral and legal business conduct. It ensures that it provide a respectful work environment, not only for all our employees, but for all our external partners too. Accordingly, the Board of Directors have formulated Whistle Blower Policy which is in compliance with the provisions of Section

177(10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has an Ethics Helpline for the employees (both permanent and contractual), directors, vendors, suppliers and other stakeholders, collectively known as the "Reporters" of Minda Industries Limited. Ethics Helpline Service is a third party service. The helpline will serve as an avenue for the Reporters to ‘blow the whistle in case they come across any unethical or fraudulent activity happening in the organisation.

The Company has taken a special attention and greater emphasis on whistle blower activities where initiatives such as campaigns, posters at prominent locations, awareness sessions etc. were taken to encourage the employees to speak-up about any wrong doing activities and bring the same to the notice of the Management through whistle blower activities.

The complaints under whistle blower are processed by professionals to assure collection of accurate information and protection of the information confidentiality. The reportable matters are disclosed to Audit Committee. No personnel have been denied access to the Audit Committee.

Directors and Key Managerial Personnel

As on 31 March 2020, there were seven (7) Directors on the Board of your company, consisting of four (4) Independent Directors, one (1) Non-Executive Director, one (1) Executive Director and one (1) Chairman & Managing Director (CMD). Mr. Alok Dutta, an Independent Director resigned as a member of the Board effective from 17 May 2019, due to his other business commitments. The Board places on record its appreciation for his valuable contribution and guidance. Mr. Krishan Kumar Jalan, was appointed to the Board as an Independent Director effective from 16 May 2019 for a period of two years. His appointed as an Independent Director was also approved by the shareholders at 27th Annual General Meeting (AGM) of the Company.

Dr. Chandan Chowdhury was appointed to the Board as an additional and independent director considering his integrity, expertise and experience effective 7 August 2019 for a period of two years, subject to the approval of shareholders at the 28th AGM. The notice convening the meeting sets out the details of his appointment.

Shareholders of the Company at 27th AGM, approved the appointment of Ms. Pravin Tripathi, as an Independent Director for two years effective from February 6, 2019 and Ms. Paridhi Minda, as a Whole-time Director for five years effective from March 29, 2019.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on 31 March 2020 are: Mr. Nirmal K. Minda, Chairman and Managing Director, Ms. Paridhi Minda-Whole-time Director, Mr. Sunil Bohra-Chief Financial Officer and Mr. Tarun Kumar Srivastava- Company Secretary of the Company. During the year under review, there were no changes in the Key Managerial Personnel of the Company.

Declaration by Independent Directors

In compliance with Section 149(7) of the Act read with SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Independent Directors of the Company have submitted the declaration(s) that each of them meet the criteria of independence as provided in Section 149(6) of the Act read with SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 and there has been no change in the circumstances which may affect their status as independent director during the year.

Directors retiring by rotation

In accordance with the provisions of the Companies Act, 2013 and in terms of Articles of Association of the Company, Mr. Anand Kumar Minda retires by rotation and being eligible, offers himself for re-appointment. The details of the Director being recommended for re-appointment are included in the notice of the ensuing Annual General Meeting of the

Company.

Board Evaluation

The evaluation of the Board, Board Committees and directors were carried out in accordance with the provisions of Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Guidance note issued by SEBI in this regard. Questionnaire forms were circulated to all the directors for their feedback on Board, Board Committees and director evaluation. A meeting of the independent directors was held on 6 February 2020 where they reviewed and discussed the feedback on the functioning of the Board, Board Committees, Chairman and other directors. The Nomination and Remuneration Committee (NRC) at its meeting held on 6 February 2020 also reviewed the feedback on the evaluation of the functioning of the Board, Board Committees, Chairman and other directors. The Board reviewed and discussed the feedback of the evaluations. The area of improvements as highlighted by the evaluation exercise has been implemented to further strengthen the corporate governance of the organization.

Familiarisation programme for Board Members

The Company has in place a structured induction and familiarisation programme for all its Directors including the

Independent Directors. They are updated on all business related issues and new initiatives. Plant visits are organised for directors to have first-hand experience of manufacturing facilities. They are also informed of the important policies of the Company including the ‘Code of Conduct for Directors and Senior Management Personnel and the ‘Code of Conduct for Prevention of Insider Trading.

Policy on Directors appointment and remuneration

The Board Diversity Policy read with Nomination and

Remuneration Policy aims to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the board, and separate its functions of governance and management. On March 31, 2020, the Board consists of Seven members, out of which, two are executive directors, one is non-executive director and remaining four are independent directors. The aforesaid policies of the Company on directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, are available on the Companys website www.unominda.com. There has been no change in the said policies during the year under review.

Meetings of Board and Audit Committee

During the year, eight (8) Board Meetings and seven (7) Audit Committee meetings were convened and held, the details of which are given in the Corporate Governance Report forming part of this Annual Report. The intervening gap between the meetings was not exceeding the period prescribed under the Companies Act, 2013.

Committees of the Board

The Company has the following committees, which have been established as a part of the corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes.

Audit Committee

Nomination and Remuneration Committee

Stakeholders Relationship Committee

Corporate Social Responsibility Committee

Risk Management Committee

The details with respect to the compositions, powers, roles, terms of reference and number of meetings held during the year of relevant committees are given in detail in the

Corporate Governance Report of the Company, which forms part of this Boards Report.

Directors Responsibility Statement

Pursuant to Section 134 (5) of the Companies Act, 2013, the Board of Directors to the best of their knowledge and ability, confirm: a) that in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures; b) that they have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the

Company as at 31 March 2020 and of the profit of the Company for the year ended on that date; c) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) that they have prepared the annual accounts on a ‘going concern basis; e) that they have laid down proper internal financial controls and such internal financial controls are adequate and operating effectively; and f) that they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively. Based on the framework of internal financial controls and compliance systems established and maintained by the

Company, the work performed by the internal, statutory, Cost and secretarial auditors, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during financial year 2019-20.

Related Party Transactions

All the related party transactions during the financial year were in the ordinary course of business and on arms length basis and hence a disclosure in Form AOC-2 in terms of clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is not required.

The details of the transactions with related parties during the year under review are provided in the accompanying financial statements.

Prior omnibus approval of the Audit Committee is obtained for the transactions, which are of a foreseen and repetitive nature. The Related Party Transactions are placed before the Audit Committee and also before the Board for approval. During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company other than sitting fees and reimbursement of expenses, as applicable.

In accordance with the requirements of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company has also adopted the Policy on Related Party

Transactions and the same is available on the website of the

Company at www.unominda.com.

Subsidiaries, Joint Ventures and Associates

The Company has 16 direct subsidiaries, 12 step down subsidiaries, 8 joint ventures and 2 associates as on 31 March 2020 as defined under the Companies Act, 2013. Besides, the Company has control over a partnership firm and significant influence over 2 partnership firm as on 31 March 2020. During the year under review, 4 step down subsidiary were added. Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Companys subsidiaries, joint ventures and associates in Form AOC-1 is attached to the financial statements of the Company. Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the website of the Company at www.unominda.com

Deposits from Public

The Company has not accepted any deposits from the public under section 73 of the Companies Act, 2013 during the year under review and, as such, no amount of principal or interest was outstanding as on 31 March 2020.

Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 forms part of the Notes to the Standalone Financial Statements provided in this Annual Report.

Auditors and Auditors Report

Statutory Auditors and Statutory Auditors Report

At the 27th AGM, the Members approved appointment of B S R & Co. LLP, Chartered Accountants ((LLP Registration no. 101248W/W-100022) as Statutory Auditors of the Company to hold office for a period of two years from the conclusion of that AGM till the conclusion of the twenty-ninth AGM. The Statutory Auditors Report for the financial year 2019-20, does not contain any qualification, reservation or adverse remark or disclaimer, the same forms part of this Annual Report.

The Statutory Auditors of the Company have not reported any matter under Section 143(12) of the Companies Act, 2013.

Cost Accounts and Cost Auditors

The cost accounts and records as required to be maintained under Section 148 (1) of the Companies Act, 2013 are duly made and maintained by the Company.

The Board of Directors upon recommendation of the Audit

Committee has appointed M/s. Jitender Navneet & Co., Cost Accountants (Firm Registration No. 000119), as the Cost

Auditors for the financial year 2020-21. A resolution seeking approval of the members for ratifying the remuneration payable to the Cost Auditors for FY 2020-21 is provided in the Notice to the ensuing Annual General Meeting.

Secretarial Auditors

The Board has appointed M/s. Sanjay Grover & Associates, Practicing Company Secretaries (Firm Registration No. P2001DE052900), to conduct secretarial audit for the financial year 2019-20.

The Secretarial Audit Report for the financial year ended 31 March 2020 is enclosed as Annexure-G. The Secretarial audit report does not contain any qualification, reservation or adverse remark or disclaimer.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company strives to ensure that all employees are treated with dignity and respect. The company is committed towards making efforts to maintain a workplace with physical and mental comfort, free of prejudice and bias based on sex, gender, race, caste, culture, nationality etc. The Company is an Equal Employment Opportunity Company (EEOC) and is committed to create a healthy working environment that enables employees to work without fear or prejudice, gender bias and a harassment free workplace to all employees without regard to race, caste, religion, colour, ancestry, marital status, gender, sexual orientation, age, nationality, ethnic origin or disability. The Company has in place a robust policy and framework for prevention of sexual harassment at workplace. The policy is formulated for the purpose of prevention, prohibition and redressal mechanisms of any wrongs with "sexual intent" defined under sexual harassment at the workplace - and Principle of Natural Justice. The Company also believes that all employees of the Company have the right to be treated with dignity. Sexual harassment at the work place or other than work place if involving an employee or employees is a grave offence and is therefore, punishable. During the year, no complaint was received under the Act.

Significant and Material Orders

No significant Regulators or Courts or Tribunals which will impact the going concern status and Companys operations in future.

Extract of Annual Return

The extract of the Annual Return in form MGT-9 as required under Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 is enclosed as Annexure-H. The same is available on the website of the Company at www.unominda.com

Management Discussion & Analysis Report

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion &

Analysis is enclosed as Annexure -I. Compliance of Secretarial Standards

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 that such systems are adequate and operating effectively.

Suspension of Securities of the Company

The securities of the Company have not been suspended from trading in any of the stock exchanges.

Financial Year

The Company follows the financial year commence from 1 April and ends on 31 March of subsequent year.

Business Responsibility Report

A detailed Business Responsibility Report in terms of the provisions of Regulation 34 of the Listing Regulations is available as a separate section in the Annual Report.

Acknowledgements

Your Directors thank the various Central and State Government Departments, organisations and agencies for the continued help and co-operation extended by them.

Your Directors also gratefully acknowledge all stakeholders of the Company viz. shareholders, customers, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the

Company for their unstinted commitment and continued contribution to the Company.

or materialFor and on behalf of the Board of Directors orders were passed by the

For Minda Industries Limited

Nirmal K Minda

Chairman & Managing Director DIN: 00014942

Place : Gurugram

Date : June 29, 2020

Disclosures for the financial year 2019-20, pursuant to Benefits)Regulations, 2014 14oftheSEBI(ShareBasedEmployee

Sl No.. Particulars ESOS 2019
A Disclosures in terms of the ‘Guidance note on accounting for employee share- based payments issued by ICAI or any other relevant accounting standards as prescribed from time to time Refer to Notes No. 47 of Standalone Financial Statement for 2019-20
B Diluted EPS on issue of shares pursuant to all the schemes covered under the regulations is disclosed in accordance with ‘Accounting Standard 20 - Earnings Per Share issued by ICAI or any other relevant accounting standards as prescribed from time to time Rs. 4.08
C Details related to Employee Stock Option Scheme (ESOS)
i. A description of each ESOS that existed at any time during the year, including general terms and conditions of each ESOS Details are provided in Annexure A-1
ii. Method used to account for ESOS Intrinsic or Fair Value. Refer to Notes No. 47 of Standalone Financial Statements for 2019-20
iii. Where the Company opts for expensing of the options using the intrinsic value of the options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognised if it had used the fair value of the options shall be disclosed. The impact of this difference on profits and on EPS of the Company shall also be disclosed. Not applicable
iv. Option movement during the year (for each ESOS) Nil
v. Weighted-average exercise prices and weighted average fair values of options shall be disclosed separately for options whose exercise price either equals or exceeds or is less than the market price of the stock. Refer to Notes No. 47 of Standalone Financial Statements for 2019-20
vi A description of the method and significant assumptions used during year to estimate the fair value of options at the time of grant including the following information:
a) Risk-free interest rate 7.13%
b) Expected option life 4 Years
c) Expected volatility 41%
d) Expected dividends 0.63%
e) The price of underlying share in the market at the time of option grant Rs. 318.05
f) Weighted average market price of Companys shares on NSE at the time of grant Rs. 322.43
g) Methods used and assumptions made to incorporate effects of expected early exercise Not applicable
h) How expected volatility was determined, including an explanation of the extent to which expected volatility was based on historical volatility The calculation of expected volatility is based on historical stock prices. Volatility was calculated using standard deviation of daily change in stock price.
i) Whether and how any other features of the option grant were incorporated into the measurement of fair value, such as a market condition The expected life of share option is based on historical data. Future market conditions are not used for measurement of fair value.
vii. Employee wise details of options granted to-
a) Senior Managerial Personnel Details are provided in Annexure-A3
b) Any other employee who receives a grant in any one year of option amounting to 5% or more of option granted during the year; and Nil
c) Identified employees who were granted option during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant Nil
D Relevant disclosures in terms of the ‘Guidance note on accounting for employees share based payments issued by ICAI or any other relevant accounting standards, from time to time. Refer to Notes No. 47 of Standalone Financial Statement for 2019-20

Details related to ESOS

S. No. Particulars Employee Stock Option Scheme-2019 (ESOS 2019)
1 Date of shareholders approval 25 March 2019
2 Total number of options approved under ESOS 78,66,500 options
3 Vesting requirements Achieving target of market capitalisation of the Company on or before March 31, 2022
4 Exercise price or pricing formula Rs. 325/- (date of grant 16 May 2019)
5 Exercise period 2 years from the date of vesting
6 Source of shares (primary, secondary or combination) Primary market
7 Variation in terms of options Nil

Option movement during the year

S. No. Particular Employee Stock Option Scheme-2019 (ESOS 2019)
1 Number of Options outstanding at the beginning of the year Nil
2 Number of Options granted during the year 10,12,259
3 Number of Options forfeited/lapsed during the year Nil
4 Number of Options vested during the year Nil
5 Number of Options exercised during the year Nil
6 Number of shares arising as a result of exercise of option Nil
7 Money realized by exercise of options(INR) Nil
8 Number of options outstanding at the end of the year 10,12,259
9 Number of options exercisable at the end of the year Nil

A. Employee wise details of options granted to Senior Managerial Personnel of the Company and its Subsidiaries

Sl. No. Name Designation Number of options granted Exercise Price (In Rs.)
1 Sunil Bohra Executive Director 35,250 325
2 Kundan Kumar Jha Executive Director 35,250 325
3 Naveesh Garg Executive Director 35,250 325
4 Rajiv Kapoor Executive Director 35,250 325
5 Amit Jain Executive Director 35,250 325
6 Rajiv Arora President 23,400 325
7 Amit Gupta President 23,400 325
8 Anadi N Sinha President 23,400 325
9 Anil Singh Makhloga President 23,400 325
10 Arijit Dutta President 16,380 325
11 Vallabhaneni Janardhan Rao President 23,400 325
12 Vikas Bajaj President 23,400 325
13 Xabier Pablo Esquibel President 23,400 325
14 A B Baddar Vice President 14,725 325
15 Alok Sharma Vice President 14,725 325
16 Amit Mehta Vice President 14,725 325
17 Arun Arora Vice President 14,725 325
18 Pawan Agarwal Vice President 14,725 325
19 Sanjay Aggarwal Vice President 14,725 325
20 Sanjay Jain Vice President 14,725 325
21 Vikas Jain Vice President 14,725 325
22 Ganesh Beura Vice President 14,725 325
23 M N Srikanth Vice President 14,725 325
24 Piyush Jain Vice President 14,725 325
25 Rajendra Belsare Vice President 14,725 325
26 V P Singh Vice President 10,307 325
27 Rajesh Khosla Vice President 10,307 325
28 Sureshkumar K N Vice President 14,725 325
29 Kartikeya Joshi Vice President 14,725 325
30 Pootham Pillil Muralidharan Vice President 14,725 325
Menon
31 Parna Ghosh Vice President 14,725 325
32 S L Gupta Vice President 14,725 325
33 Sunil Srivastava Vice President 14,725 325
34 Mahesh Dang Vice President 14,725 325
35 Manoj Chauhan Vice President 14,725 325
36 Suman Dey Vice President 10,307 325
37 Ajit Wankhede General Manager 9,360 325
38 Amit Gupta General Manager 9,360 325
39 Cs Singh General Manager 9,360 325
40 Puneet Kohli General Manager 9,360 325
41 Rajarshi Sengupta General Manager 9,360 325
42 Rajiv S Rathore General Manager 9,360 325
43 Sanjay Narang General Manager 9,360 325
44 Sumit Oberai General Manager 9,360 325
45 Vijay Kumar Wadhwani General Manager 9,360 325
46 Gulshan Gandhi General Manager 9,360 325
47 Jitendra Saini General Manager 9,360 325
48 Kunwar Prewash Panwar General Manager 6,552 325
49 Mukul Jain General Manager 9,360 325
50 Naveen Sethi General Manager 9,360 325
51 Pramod Saini General Manager 9,360 325
52 Rajeev Aggarwal General Manager 9,360 325
53 Rajesh Tiwari General Manager 9,360 325
54 Shyam Sunder Wadhwa General Manager 9,360 325
55 V.K. Rathi General Manager 9,360 325
56 Vidya Dutt General Manager 9,360 325
57 Tripurari Kumar General Manager 9,360 325
58 Bhaskar Rao General Manager 9,360 325
59 T S Srikanth General Manager 9,360 325
60 Nitesh Minda General Manager 9,360 325
61 Anuj Agarwal General Manager 6,552 325
62 Bimal Bedi General Manager 6,552 325
63 Jayanti Padaya General Manager 6,552 325
64 Kulbhushan Mehta General Manager 6,552 325
65 Mukesh Pathak General Manager 9,360 325
66 Narender Kaushik General Manager 9,360 325
67 Parveen Kumar General Manager 6,552 325
68 Prashant Saxena General Manager 6,552 325
69 R S Balhara General Manager 9,360 325
70 Sachidanand Pande General Manager 6,552 325
71 Sudhir Kumar Setiya General Manager 6,552 325
72 Sunil Bhat General Manager 9,360 325
73 Ashok Verma General Manager 9,360 325
74 Sanjeev Sethia General Manager 9,360 325
Total 10,12,259

Notes: i) Pursuant to approval of the Members on 25 March 2019, the Company adopted UNOMINDA Employee Stock Option Scheme 2019 or UNOMINDA ESOS 2019. ii) The maximum number of options to be granted under the ESOS 2019 shall not exceed 78,66,500 options, convertible into equity shares of the Company, which is approximate 3% of the paid-up share capital of the Company as on the date of approval of the scheme. iii) Nomination and Remuneration Committee of the Board ("NRC"), on 16 May 2019, has granted 10,12,259 options to 74 eligible employees of the Company. The Options granted under ESOS 2019 shall vest based on the achievement of defined performance parameters as determined by the NRC.