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Directors Report of Minda Corporation Ltd.

Mar 31, 2016

Dear Members,

The Directors have pleasure in presenting the 31st Annual Report on the business and operations of the Company and the financial statements for the Financial Year ended 31 March, 2016

1. FINANCIAL RESULTS

(Amount Rs. in Lacs)

PARTICULARS Standalone Consolidated

31.03.2016 31.03.2015 31.03.2016 31.03.2015

Sales/ Income from operations 70,469 64,906 244,552 197,064

Other Income 433 469 1,729 2,267

Profit before Interest, Depreciation & Exceptional Item 8,752 7,406 24,065 20,443

Interest 396 778 3,338 3,568

Depreciation 1,848 1,737 7,446 6,026

Exceptional Item - - 1,373 238

Profit before tax 6,508 4,892 14,654 11,087

Provision for Taxation 1,815 1,566 3,764 2,944

Deferred tax liability/ (assets) 46 (162) (107) (229)

Net Profit before share in associate and minority interest 4,648 3,488 10,997 8,372

Share of Profit in associate - - 28 443

Share in minority interest - - 298 (137)

Profit for the year 4,648 3,488 10,727 8,953

Brought forward Profit 16,895 13,407 25,298 16,346

Total Profit available for appropriation 21,543 16,895 36,025 25,299

2. company performance

Standalone Financials: During the year under review, your Company has achieved a turnover of Rs. 70,469 Lacs against Rs. 64,906 Lacs during 2015-16 registering a growth of 8.6% over the previous year. The Company reported a Net Profit of Rs. 4,648 Lacs as against Rs. 3,488 Lacs earned during last year.

Consolidated Financials: During the year under review, your Company has achieved a consolidated turnover of Rs. 244,552 Lacs against Rs. 197,064 Lacs during 2015-16 registering a growth of 24.1% over the previous year. The Company reported a Net Profit of Rs. 10,727 Lacs as against Rs. 8,953 Lacs earned during last year..

3. acquisition & joint ventures

Minda SAI Limited, wholly owned subsidiary of the Company, has acquired 51% stake in Minda Stoneridge Instruments Limited (MSIL) w.e.f. October 01, 2015 which is engaged in manufacturing of automotive components such as Instrument Clusters, Dashboard Clocks, Fuel Level Sensors, Dashboard Assemblies, Speed Sensors and Temperature Sensors.

Minda Management Services Limited, wholly owned subsidiary of the Company, has also entered into a collaboration (a 50:50 joint venture) with VAST, a global alliance of STRATTEC, ADAC Automotive USA and WITTE Automotive Germany for expansion of customer base and the new technology. The joint venture entity, Minda VAST Access Systems Private Limited (Minda VAST), has operations in Pune and Delhi-NCR. VAST is a global supplier of security/access control products for the motor vehicle industry. Key products of the JV are locksets, steering column locks, latches, strikers, socket bows, handles, immobilizers, passive entry, start systems, ignition switches, hinges and power access.

The Company has acquired 100% stake in Panalfa Autoelektrik Limited (PAL) w.e.f. April 04, 2016 after closure of the financial year under review. PAL caters to the Agriculture Machinery, Stationary Engine, Construction Equipment and Automotive markets globally. Reduction Gear Starter Motors are fast replacing the conventional direct-drive starter motors. PAL has its manufacturing facility located at Bawal, Haryana. Its products are supplied to OEMs in India and also exported to European markets. Key customers of PAL include Eicher, Escorts, Greaves, HMT, Magneton, New Holland, Polaris, Sonalika and TAFE.

4. DIVIDEND

The Board of Directors have recommended a final dividend of Rs. 0.30 per equity share (Face value Rs. 2/- per equity share) for 2015-16. This is in addition to the interim dividend of Rs. 0.20 per equity share, paid to the equity shareholders on 24 February 2016, being the record date for the purpose.

The Total dividend for 2015-16 aggregates to Rs. 0.50 per equity share, as compared to Rs. 0.40 per equity share for 2014-15.

The same is in line with the financial strategy of the Company. The dividend payout is subject to approval of members at the ensuing Annual General Meeting

The dividend will be paid to members whose names appear in the Register of Members as on 15 September, 2016 and in respect of shares held in dematerialised form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date.

Your Directors have further recommended dividend on 2,40,000 - 0.001% Cumulative Redeemable Preference Shares of Rs. 800/- each @ 0.001%.

Your Directors recommend to transfer Rs. 465 Lacs to General Reserve from the profits of the year as against Rs. 349 Lacs transferred in the previous year.

5. CORPORATE GOVERNANCE

Your Company follows the highest standards of Corporate Governance. It adheres to and has implemented the requirements set out by SEBI''s Corporate Governance practices. As a part of this practice, a separate section on Corporate Governance forms a part of the Directors'' Report. A certificate from M/s. Sanjay Grover & Associates, practicing Company Secretaries, confirming compliance of Schedule V(E) on Corporate Governance of the Listing Agreement is included in this Annual Report. The Executive Director & CEO and Chief Financial Officer of the Company have issued the required certificate to the Board in terms of Schedule V(D) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the financial year ended on March 31, 2016.

6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management''s 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 the Annual Report.

7. CONSOLIDATED FINANCIAL STATEMENT

In accordance with the Companies Act, 2013 ("the Act") and Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments in Associates and AS - 27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statement is provided in the Annual Report.

8. BOARD OF DIRECTORS AND Key Managerial personnel

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.

The details of the Directors being recommended for re-appointment are included in the accompanying Notice of the ensuing Annual General Meeting.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

Board Evaluation

The Company has devised a mechanism for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors.

The criteria for performance evaluation of directors cover the areas relevant to their functioning as member of Board or its Committees, the chairman and the directors individually has been carried out has been explained in the Corporate Governance Report.

Remuneration policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

Meetings

The calendar of Meetings is prepared and circulated in advance to the Directors.

During the year five Board Meetings and six Audit Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Committees

The Board currently has 4 (four) Committees:

1) Audit Committee: During the year under review, the Audit Committee comprised of Mr. Rakesh Chopra as Chairman, Mr. Avinash Parkash Gandhi, Mr. Sunil Behari Mathur, Mr. Laxman Ramnarayan and Mr. Ashok Kumar Jha as Members.

2) Nomination and Remuneration Committee: During the year under review, the Committee comprised of Mr. Avinash Parkash Gandhi as Chairman, Mr. Rakesh Chopra and Mr. Laxman Ramnarayan as Members.

3) Shareholders'' / Investors'' Grievance Committee: During the year under review, the Committee comprised of Mr. Avinash Parkash Gandhi as Chairman, Mr. Ashok Minda and Mr. Laxman Ramnarayan as Members.

4) Corporate Social Responsibility Committee: During the year under review, the Committee comprised of Mr. Avinash Parkash Gandhi as Chairman, Mr. Ashok Minda, Mr. Sudhir Kashyap and Mr. Laxman Ramnarayan as Members.

The following policies of the Company are attached herewith marked as Annexure-I and Annexure-II:

a) Policy for selection of Directors and determining Directors independence; and

b) Remuneration Policy for Directors, Key Managerial Personnel and other employees.

All the recommendations of the Audit Committee have been accepted by the Board.

9. 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:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departure was made for the same;

b) That 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, 2016;

c) That 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) That the annual financial statements have been prepared on a going concern basis;

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

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

10. 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. The Code reflects the values of the Company. A copy of the Code has been put on the Company''s website www.minda.co.in The Code has been circulated to Directors and Senior Management Personnel and its compliance is affirmed by them annually.

11. prevention of insider trading

The Board has formulated the Code of Practice for Fair Disclosure of Unpublished Price Sensitive Information in accordance with Regulation 8 of Insider Trading Regulations, 2015 and the Code of Conduct, as per Regulation 9 for regulating, monitoring and reporting of Trading of Shares by Insiders. The Code lays down guidelines, procedures to be followed and disclosures to be made while dealing with shares of the Company and cautioning them on consequences of non-compliances. A copy of the same is available on the website of the Company www.minda.co.in.

12. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

The policy on Related Party Transactions as approved by the Board may be accessed on the Company''s website at the link: http://www.minda.co.in/minda/IRDownloads/Related%20 Party%20Transactions%20Policy.pdf.

13. particulars of investments made, loans given, guarantees given and securities provided

Particulars of investments made, loans given, guarantees given and securities provided 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 2.12, 2.13 and 2.30(B) respectively to the standalone financial statement)

14. corporate social responsibility

The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy may be accessed on the Company''s website at the link: http://www.minda. co.in/minda/IRDownloads/Policy%20on%20Corporate%20 Social%20Responsibility1.pdf.

The Company would also undertake other need based initiatives in compliance with Schedule VII to the Act. During the year, the Company has spent '' 70.62 Lacs on CSR activities. The Annual Report on CSR activities is annexed herewith as Annexure-III to this report.

As part of its initiatives under "Corporate Social Responsibility" (CSR), the Company has undertaken projects in the areas of Education, Livelihood, Health, Water and Sanitation. These projects are largely in accordance with Schedule VII of the Companies Act, 2013.

15. 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 annexed herewith as ANNEXURE-IV to this Report.

16. extract of annual return

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as ANNEXURE-V to this Report.

17. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annual Report. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in this report.

The ratio of remuneration of each Director to the median employee''s remuneration and other details in terms of 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 annexed as part of this report at ANNEXURE-VI.

18. statutory auditors and report

M/s. BSR & Associates LLP, Chartered Accountants had shown their un-willingness for re-appointment as Statutory Auditors of the Company. In view of the same as per the recommendation of the Audit Committee of the Company, M/s BSR & Co. LLP, Chartered Accountants, have been proposed for appointment as Statutory Auditors of the Company for a period of 5 years to hold office from the conclusion of 31st Annual General Meeting of the Company till the conclusion of 36th Annual General Meeting. The Company has also received a certificate from M/s BSR & Co. LLP, Chartered Accountants pursuant to Section 139 of the Companies Act 2013, confirming their eligibility.

All observations made in the Audit Report on Standalone Financial Statements and notes to the accounts are self- explanatory and do not call for any further comments under Section 134 of the Companies Act, 2013.

Further, the Audit Report on the Consolidated Financial Statements contains a qualified opinion provided hereunder:-

"The financial statements/ information of one of the Company''s subsidiary, Minda Furukawa Electric Private Limited, is pending audit by the subsidiary''s auditor (other auditor). The Company has consolidated the unaudited financial statements/ information of this subsidiary which represents 18% of the consolidated revenue and 15% of the consolidated assets of the Company for the year ended and as at 31 March 2016 respectively. In view of the abovementioned matter we are unable to comment on, as to whether the financial statements of the said subsidiary give the information required by the Act in the manner so required and give a true and fair view of its state of affairs as at 31 March 2016, its loss and its cash flows for the year ended 31 March 2016 and its consequential impact on the goodwill C 2,422 lacs) pertaining to the said subsidiary. Our opinion in so far as it relates to the amounts and disclosures included in respect of this subsidiary is based solely on the unaudited information provided by the management of the subsidiary."

The response of your Directors on the observation made by the Statutory Auditor is as follows:- "The financial statements of Minda Furukawa Electric Private Limited (MFEPL) for the year ended March 31, 2016 are under finalization due to various reasons (including changes in accounting software, attrition at higher level management etc).The management of MFEPL expects that these accounts will be finalized and audited before the statutory completion date. Accordingly, un-audited management financial information of MFEPL have been consolidated in the Company''s consolidated financial statements and therefore a qualified opinion is issued by the auditors of the Company on the consolidated financial results in relation to the same."

19. secretarial auditors and report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Sanjay Grover & Associates, Company Secretaries, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexed herewith as annexure-vii.

20. listing

The Annual Listing fees for the listed equity shares of the Company, pertaining to the year 2016-17 has been paid to the concerned Stock Exchanges.

21. subsidiaries, joint venture and associates

As on March 31, 2016, we have 7 (seven) direct subsidiaries, 9 (Nine) step-down subsidiaries, 1 (one) joint venture namely:-

a. Minda SAI Limited (Subsidiary)

b. Minda Automotive Solutions Limited (Subsidiary)

c. Minda Management Services Limited (Subsidiary)

d. Minda Furukawa Electric Private Limited (Subsidiary)

e. Spark Minda Foundation (Subsidiary)

f. Minda KTSN Plastic Solutions GmbH & Co. KG, Germany (Subsidiary)

g. Minda Europe B.V. Netherlands (Subsidiary)

h. Mindia Stoneridge Instruments Limited (Step-down Subsidiary)

i. Minda KTSN Plastic & Tooling Solutions Sp.z.o.o., Poland (Step-down Subsidiary)

j. KTSN Kunststofftechnik Sachsen Beteilingungs GmbH, Germany (Step-down Subsidiary) k. Minda KTSN Plastic Solutions S.R.O, Czech Republic (Step-down Subsidiary)

l. Minda KTSN Plastic Solutions Mexico, S.de R.L. de C.V.

(LLP) Mexico (Step-down Subsidiary)

m. Almighty International Pte. Ltd., Singapore (Step-down Subsidiary)

n. PT Minda Automotive Indonesia (Step-down Subsidiary)

o. PT Minda Automotive Trading, Indonesia (Step-down Subsidiary)

p. Minda Vietnam Automotive Company Limited (Step- down Subsidiary)

q. Minda VAST Access Systems Private Limited (Joint Venture)

A statement pursuant to Section 129 of the Companies Act, 2013 relating to subsidiaries, Joint Ventures or Associate Companies for the year ended on March 31, 2016 has been attached in the Annual Accounts.

The Consolidated Financial Statements of the Company and all its subsidiaries as prepared in compliance with the applicable accounting standards and listing agreements are enclosed. The statement of statutory information in aggregate for each subsidiary is enclosed along with the Consolidated Financial Statements.

The annual accounts 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 Company''s website in investor section: http://www.minda.co.in/minda/IRDownloads/ Policy%20on%20Material%20Non-Listed%20Subsidiary.pdf

22. 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 Company''s 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.

23. RISK MANAGEMENT

The Company has laid down the procedures to inform Board Members about risk assessment and minimization procedures. The Board of Directors of the Company has framed risk management policy which can be accessed on the Company''s website at the link: http://www.minda.co.in/ minda/IRDownloads/Risk%20Management%20Policy.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 manage 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 the cost of managing risk with 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.

24. HUMAN RESOURCES

Your Company''s Human Resource agenda for the year was focused on strengthening the leadership capabilities and their successor plans for future readiness, driving greater employee engagement and strengthening greater employee relations.

During the year under review Employee Satisfaction Survey (ESS) and Employee Engagement Survey (EES) were conducted successfully by the Company across the group and key business charters based on findings have been finalized. These charters are owned by your Company''s leadership team and will take off during 2015-16. These interventions will allow your Company to have a robust people plan to guide your Company not just for an immediate performance, but also to ensure that the Company is future ready.

Your Company undertook intensive training programmes through a combination of face-to-face and virtual learning approaches.

25. AWARDS

Your Company and its subsidiaries received many awards and felicitations conferred by reputable organizations for achievements in different areas:-

1. PT Minda Automotive Indonesia (PTMAI) received ''The Excellent Quality Performance Award'' for the year 2014 from Kawasaki, Indonesia on April 21, 2015.

2. PT Minda Automotive Indonesia Receives ''Best Vendor Performance Award'' from Suzuki, Indonesia on April 24, 2015.

3. Minda SAI Limited Receives ''Spare Parts Division (SPD) Performance Award'' from Mahindra & Mahindra Ltd on May 31, 2015 at the Vendor Meet at Warsaw, Poland.

4. Minda Corporation Limited received CII 5S Excellence Award on October 15, 2015.

5. MCL-SSD-Pune won Gold Award in QC Competition organized by Quality Circle Forum of India on July 11, 2015.

6. MCL won the 5th FICCI Safety Systems Excellence Awards for manufacturing on 15th March, 2016.

7. MCL-Pantnagar received the TV 100 Industrial Excellence Award on 26th February, 2016.

8. MSL-Greater Noida received Excellence Award for Delivery, 2015 on 22nd February, 2016.

9. MSL-Pune recently bagged the Bajaj Auto Limited Gold Quality Award received on 19th February, 2016.

10. Minda SAI Limited won excellence award at National Convention on Quality Concept on December 21, 2015.

11. MVACL received ''Perfect Quality & Delivery Award, 2015'' on 23rd January, 2016.

12. MCL-SSD-Pantnagar & Noida won both Gold & Silver awards in Rudrapur Chapter Convention on Quality Concepts (RCCQC, 2015) on 7th August, 2015.

26. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Ombudsman or to the Chairman of the Audit Committee.

The same has also been displayed on the website of the Company and the link for the same is http://www.minda. co.in/minda/IRDownloads/Whistle%20Blower%20Policy.pdf

27. enhancing shareholders value

Your Company believes that its Members are amongst its most important stakeholders. Accordingly, your Company''s operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

28. 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. Details relating to deposits covered under Chapter V of the Act.

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

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

4. Neither the Managing Director nor the Whole-time Directors of the Company receives any remuneration or commission from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

29. FORWARD LOOKING STATEMENT

This Report contains forward-looking statements that involve risks and uncertainties. When used in this Report, the words ''anticipate'', ''believe'', ''estimate'', ''expect'', ''intend'', ''will'' and other similar expressions as they relate to the Company and/or its businesses are intended to identify such forward- looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Actual results, performances or achievements could differ materially from those expressed or implied in such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of their dates. This Report should be read in conjunction with the financial statements included herein and the notes thereto.

30. ACKNOWLEDGEMENT

Your Directors thank various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, 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.

For and on behalf of the Board of

Minda corporation Limited

Place: Gurgaon Ashok Minda

Date: May 27, 2016 Chairman & Group CEO

DIN: 00054727


Mar 31, 2015

Dear Members,

The Directors have the pleasure in presenting the 30th Annual Report on the business and operations of the Company and the financial statements for the Financial Year ended March 31, 2015.

1. FINANCIAL RESULTS

(Amount Rs. in Lacs)

Standalone

PARTICULARS 31.03.2015 31.03.2014

Sales/ Income from operations 64,906 61,676

Other Income 469 690

Profit before Interest, Depreciation & 7,406 6,628 Exceptional Item

Interest 778 1,123

Depreciation 1,737 2,167

Exceptional Item - (225)

Profit before tax 4,892 3,113

Provision for Taxation 1,566 1,032

Deferred tax liability/ (assets) (162) (96)

Net Profit before share in associate 3,488 2,177 and minority interest

Share of Profit in associate - -

Share in minority interest - -

Profit for the year 3,488 2,177

Brought forward Profit 13,407 11,230

Total Profit available for appropriation 16,895 13,407

Consolidated

PARTICULARS 31.03.2015 31.03.2014

Sales/ Income from operations 1,97,064 1,59,391

Other Income 2,267 3,038

Profit before Interest, Depreciation & 20,822 15,612 Exceptional Item

Interest 3,946 2,751

Depreciation 6,026 4,780

Exceptional Item 238 1,475

Profit before tax 11,088 9,556

Provision for Taxation 2,944 1,895

Deferred tax liability/ (assets) (229) (175)

Net Profit before share in associate 8,372 7,836 and minority interest

Share of Profit in associate 443 98

Share in minority interest (137) -

Profit for the year 8,953 7,934

Brought forward Profit 16,346 8,412

Total Profit available for appropriation 25,298 16,346

2. COMPANY PERFORMANCE

Indian automotive sector is slowly recovering from the distressed period of last couple of years owing to weak domestic demand. As per SIAM, automobile industry in FY15 recorded a growth rate of 7.2% in unit sales driven by recovery in PVs & M&HCVs and steady growth in two wheelers.

After a distressed period of three years, the automotive sector in India is gaining pace with increased demand of passenger vehicles and halt in the fall in commercial vehicle demand. This would lead to rise in demand for the Auto component industry which is largely dependent on the automotive industry in India.

Despite the lower economic growth trend and overall recession in the economy and the auto component industry, your Company has achieved sustainable revenue growth compared to the last year. During the year under review, your Company has achieved a turnover of Rs.64,906 Lacs against Rs.61,676 Lacs during 2014-15 registering a growth of 5.24% over the previous year. The Company reported a Net Profit of Rs.3,488 Lacs as against Rs.2,177 Lacs earned during last year.

There has been no material changes and commitments during the financial year 2014-15.

3. ACQUISITION OF ADDITIONAL 2% STAKE IN MINDA FURUKAWA ELECTRIC PRIVATE LIMITED

During the year under review, your Company has acquired an additional 2% stake in Minda Furukawa Electric Private Limited. Consequently, Minda Furukawa Electric Private Limited has become a subsidiary of the Company w.e.f. October 01, 2014.

4. REVISION OF CAPITAL STRUCTURE

The Authorized Share Capital of the Company has been increased from ''250 Lacs to ''450 Lacs.

The capital structure of the Company comprises of both Equity and Preference share capital. The Authorized Share Capital of the Company is Rs.642 Lacs divided into 22,50,00,000 Equity Shares of Rs.2/- each and 2,40,000, 0.001% Cumulative Redeemable Preference Shares of Rs.800/- each.

The paid-up Share Capital of the Company is Rs.61,06,23,280 divided into 20,93,11,640 Equity Shares of ''2/- each and 2,40,000, 0.001% Cumulative Redeemable Preference Shares of Rs.800/- each. The entire issued share capital of the Company is fully paid-up.

Sub-Division of Face Value and Bonus Issue in the ratio of 1:1

The nominal value of the shares of the Company has been sub-divided from Rs.10/- per share to Rs.2/- per share. Further, the Company has allotted 10,46,55,820 equity shares by way of Bonus Issue in the ratio of 1:1 during the year under review.

There has been no change in the nature of business.

5. DIVIDEND

Your Directors have recommended dividend for the financial year 2014-15 for the approval of shareholders in the forthcoming Annual General Meeting:

a) On 2,40,000 - 0.001% Cumulative Redeemable Preference Shares @ 0.001%.

b) On 20,93,11,640 Equity Shares @ 10 % i.e. Rs.0.20/- per equity share.

The dividend will be paid to members whose names appear in the Register of Members as on September 03, 2015 and in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date.

Your Directors recommend to transfer Rs.349 Lacs to General Reserve from the profits of the year as against Rs.218 Lacs transferred in the previous year.

The Company has already declared and distributed an interim dividend @ 10% i.e. Rs.0.20/- per equity share of Rs.2/- each in the meeting held on February 13, 2015 subject to confirmation by the shareholders in the forthcoming Annual General Meeting.

6. CORPORATE GOVERNANCE

Your Company follows the highest standards of Corporate Governance best practices. It adheres to and has implemented the requirements set out by SEBI''s Corporate Governance practices. As a part of this practice, a separate section on Corporate Governance forms a part of the Directors'' Report. A certificate from M/s. Sanjay Grover & Associates, practicing Company Secretaries, confirming compliance of Clause 49 on Corporate Governance of the Listing Agreement is included in this Annual Report. The Executive Director & CEO and Chief Financial Officer of the Company have issued the required certificate to the Board in terms of Clause 49 (IX) of the Listing Agreement for the financial year ended on March 31, 2015.

7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report (MD&A) for the year under review, as stipulated under Clause 49 of the Listing Agreement, is presented in a separate section forming part of the Annual Report.

8. CONSOLIDATED FINANCIAL STATEMENT

In accordance with the Companies Act, 2013 ("the Act") and Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments in Associates and AS - 27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statement is provided in the Annual Report.

9. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

The details of the Directors being recommended for re-appointment pursuant to Clause 49 of the Listing Agreement are included in the accompanying Notice of the ensuing Annual General Meeting.

In terms of the Section 1 49 of the Companies Act, 2013 Mr. Sunil Behari Mathur had resigned from the directorship of the Company w.e.f August 13, 2014. Mr. Mathur rejoined the Board of the Company as an Independent Director of the Company w.e.f January 07, 2015 for a period of 5 (five) years to hold office until January 06, 2020. Further, Mr. Ashok Kumar Jha and Mrs. Thankom T. Mathew were appointed as Independent Directors of the Company w.e.f November 14, 2014 and March 27, 2015 respectively for a period of 5 (five) years to hold office until November 13, 2019 and March 26, 2020 respectively. This is subject to shareholders'' approval at the forthcoming Annual General Meeting of the Company.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

In addition to the above, Mr. Ashok Minda, Chairman & Group CEO, Mr. Sudhir Kashyap, Executive Director & CEO-Security Business, Mr. Ashim Vohra, CEO- Die-Casting Business, Mr. Ajay Sancheti, Company Secretary and Mr. Sanjay Aneja, Chief Financial Officer have been designated as the Key Managerial Personnel of the Company under Section 203 of the Companies Act, 2013.

Board Evaluation

The Company has devised a mechanism for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors.

The criteria for performance evaluation of directors cover the areas relevant to their functioning as member of Board or its Committees thereof.

The manner in which the performance evaluation of the board and its committees, the chairman and the directors individually has been carried out has been explained in the Corporate Governance Report.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

Meetings

The calendar of Meetings is prepared and circulated in advance to the Directors.

During the year five Board meetings and six Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Committees

The Board currently has 4 (four) Committees:

1) Audit Committee: During the year under review, the Audit Committee comprised of Mr. Rakesh Chopra as Chairman, Mr. Avinash Parkash Gandhi, Mr. Sunil Behari Mathur, Mr. Laxman Ramnarayan and Mr. Ashok Kumar Jha as Members.

2) Nomination and Remuneration Committee: During the year under review, the Committee comprised of Mr. Avinash Parkash Gandhi as Chairman Mr. Rakesh Chopra and Mr. Laxman Ramnarayan as Members.

3) Shareholders'' / Investors'' Grievance Committee: During the year under review, the Committee comprised of Mr. Avinash Parkash Gandhi as Chairman Mr. Ashok Minda and Mr. Laxman Ramnarayan as Members.

4) Corporate Social Responsibility Committee: During the year under review, the Committee comprised of Mr. Avinash P. Gandhi as Chairman, Mr. Ashok Minda, Mr. Sudhir Kashyap and Mr. Laxman Ramnarayan as Members.

The following policies of the Company are attached herewith marked as Annexure-I and Annexure-II:

a) Policy for selection of Directors and determining Directors independence; and

b) Remuneration Policy for Directors, Key Managerial Personnel and other employees.

There is no any recommendation of the Audit Committee which has not been accepted by the Board.

10. 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:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departure was made for the same;

b) That 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, 2015;

c) That 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) That the annual financial statements have been prepared on a going concern basis;

e) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

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

11. 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. The Code reflects the values of the Company. A copy of the Code has been put on the Company''s website www.minda.co.in The Code has been circulated to Directors and Senior Management Personnel and its compliance is affirmed by them annually.

12. PREVENTION OF INSIDER TRADING

The Securities and Exchange Board of India (SEBI) vide notification dated January 15, 2015 has put in place a new framework for prohibition of Insider Trading in Securities and to strengthen the legal framework thereof. These new regulations of the SEBI under the above notification have become effective from May 15, 2015. Accordingly, the Board has formulated the Code of Practice for Fair Disclosure of Unpublished Price Sensitive Information in accordance with Regulation 8 of Insider Trading Regulations, 2015 and the Code of Conduct, as per Regulation 9 for regulating, monitoring and reporting of Trading of Shares by Insiders. The Code lays down guidelines, procedures to be followed and disclosures to be made while dealing with shares of the Company and cautioning them on consequences of non-compliances. The copy of the same is available on the website of the Company.

13. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

The policy on Related Party Transactions as approved by the Board may be accessed on the Company''s website at the link: http://www.minda.co.in/minda/ IRDownloads/Related%20Party%20Transactions%20 Policv.pdf.

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

Particulars of loans given, investments made, guarantees given and securities provided 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 2.12 to the standalone financial statement)

15. CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy may be accessed on the Company''s website at the link: http://www.minda.co.in/minda/ IRDownloads/Policy%20on%20Corporate%20 Social%20Responsibility1.pdf.

Your Company has incorporated a wholly owned subsidiary under the provision of Section 8 of the Companies Act, 2013 namely, Spark Minda Foundation for implementation of its CSR projects.

The Company would also undertake other need based initiatives in compliance with Schedule VII to the Act. During the year, the Company has spent Rs.28.78 Lacs on CSR activities. The Annual Report on CSR activities is annexed herewith as Annexure-III to this report.

As part of its initiatives under "Corporate Social Responsibility" (CSR), the Company has undertaken projects in the areas of Education, Livelihood, Health, Water and Sanitation. These projects are largely in accordance with Schedule VII of the Companies Act, 2013.

16. 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 annexed herewith as Annexure-IV to this Report.

17. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure-V to this Report.

18. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annual Report. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in this report.

The ratio of remuneration of each Director to the median employee''s remuneration and other details in terms of 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 annexed as part of this report at Annexure-VI.

19. STATUTORY AUDITORS AND REPORT

M/s B SR & Associates LLP Chartered Accountants were appointed as the Statutory Auditors of the Company from 29th Annual General Meeting until the conclusion of 31st Annual General Meeting of the Company subject to ratification by the shareholders at every Annual General Meeting. The Company has also received a certificate from M/s B SR & Associates LLP Chartered Accountants pursuant to Section 139 of the Companies Act 2013, confirming their eligibility.

All observations made in the Auditors'' Report and notes to the accounts are self-explanatory and do not call for any further comments under Section 134 of the Companies Act, 2013.

20. SECRETARIAL AUDITORS AND REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Sanjay Grover & Associates, Company Secretaries, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexed herewith as Annexure-VII.

21. LISTING

The Equity Shares of your Company are now listed at National Stock Exchange of India Ltd. and Bombay Stock Exchange Limited w.e.f October 16, 2014 and February 23, 2015 respectively.

The Annual Listing fees for the listed equity shares of the Company, pertaining to the year 2015-16 has been paid to the concerned Stock Exchanges.

22. SUBSIDIARIES, JOINT VENTURE AND ASSOCIATES

At the beginning of the year, we had 12 (twelve) subsidiaries. As on March 31, 2015, we have 7 (seven) direct subsidiaries, 7 (seven) step-down subsidiaries, no joint venture and 1 (one) associate namely:-

a. Minda SAI Limited (Subsidiary)

b. Minda Automotive Solutions Limited (Subsidiary)

c. Minda Management Services Limited (Subsidiary)

d. Minda Furukawa Electric Private Limited (Subsidiary)

e. Spark Minda Foundation (Subsidiary)

f. Minda KTSN Plastic Solutions GmbH & Co. KG (Subsidiary)

g. Minda Europe B.V. (Subsidiary)

h. Minda KTSN Plastic & Tooling Solutions Sp.z.o.o. (Step-down Subsidiary)

i. KTSN Kunststofftechnik Sachsen Beteilingungs GmbH (Step-down Subsidiary)

j. Minda KTSN Plastic Solutions S.R.O, Czech Republic (Step-down Subsidiary)

k. Almighty International Pte. Ltd. (Step-down Subsidiary)

l. PT Minda Automotive Indonesia (Step-down Subsidiary)

m. PT Minda Automotive Trading (Step-down Subsidiary)

n. Minda Vietnam Automotive Company Limited (Step-down Subsidiary)

o. Minda VAST Access Systems Private Limited (Associate)

A statement pursuant to Section 129 of the Companies Act, 2013 relating to subsidiaries, Joint Ventures or Associate Companies for the year ended on March 31, 2015 has been attached in the Annual Accounts.

The Consolidated Financial Statements of the Company and all its subsidiaries as prepared in compliance with the applicable accounting standards and listing agreements are enclosed. The statement of statutory information in aggregate for each subsidiary is enclosed along with the Consolidated Financial Statements.

The annual accounts 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 Company''s website in investor section: http://www.minda.co.in/ minda/IRDownloads/Policy%20on%20Material%20 Non-Listed%20Subsidiary.pdf

23. 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 Company''s 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.

24. RISK MANAGEMENT

The Company has laid down the procedures to inform Board Members about risk assessment and minimization procedures. The Board of Directors of the Company has framed risk management policy which can be accessed on the Company''s website at the link: http://www.minda.co.in/minda/IRDownloads/ Risk%20Management%20Policy.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 manage 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.

25. HUMAN RESOURCES

Your Company''s Human Resource agenda for the year was focused on strengthening the leadership capabilities and their successor plans for future readiness, driving greater employee engagement and strengthening greater employee relations.

During the year under review Employee Satisfaction Survey (ESS) and Employee Engagement Survey (EES) were conducted successfully by the Company across the group and key business charters based on findings have been finalized. These charters are owned by your Company''s leadership team and will take off during 2015-16. These interventions will allow your Company to have robust people plan to guide your Company not just for an immediate performance, but also to ensure that the Company is future ready.

Your Company undertook intensive training programmes through a combination of face-to-face and virtual learning approaches.

26. AWARDS

During the year under review, your Company received many awards and felicitations conferred by reputable organizations for achievements in different areas:-

a. Pantnagar Unit won the prestigious BAL special "Q" Award from Bajaj Auto Limited (BAL) on Tuesday, 13th May 2014 at a Vendor Meet held at Pune.

b. The Company and Minda SAI Limited jointly received the Maruti Suzuki Award for Best Design, Development & Localization effort for the year 2013-14, during the Maruti Suzuki Vendor Conference at Dubai on May 08, 2014.

c. Security Systems Division, Noida won the Bronze award for achieving Cost Targets in the year - 2014 from India Yamaha Motor Pvt. Ltd. on March 02, 2015 during the Annual Vendor Meet.

27. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee.

The same has also been displayed on the website of the Company and the link for the same is http:// www.minda.co.in/minda/IRDownloads/Whistle%20 Blower%20Policy.pdf

28. ENHANCING SHAREHOLDERS VALUE

Your Company believes that its Members are amongst its most important stakeholders. Accordingly, your Company''s operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

29. 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. Details relating to deposits covered under Chapter V of the Act.

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

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

4. Neither the Managing Director nor the Whole- time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

30. FORWARD LOOKING STATEMENT

This Report contains forward-looking statements that involve risks and uncertainties. When used in this Report, the words ''anticipate'', ''believe'', ''estimate'', ''expect'', ''intend'', ''will'' and other similar expressions as they relate to the Company and/or its businesses are intended to identify such forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Actual results, performances or achievements could differ materially from those expressed or implied in such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of their dates. This Report should be read in conjunction with the financial statements included herein and the notes thereto.

31. ACKNOWLEDGEMENT

Your Directors thank various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, 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.

For and on behalf of the Board of Minda Corporation Limited

Ashok Minda Place: Gurgaon Chairman & Group CEO Date: May 27, 2015 DIN: 00054727


Mar 31, 2014

Dear Members,

The Directors have the pleasure in presenting the 29th Annual Report on the business and operations of the Company and the financial statements for the Financial Year ended March 31, 2014.

1. FINANCIAL RESULTS

(Amount Rs in Lacs)

PARTICULARS Standalone 31.03.2014 31.03.2013

Sales / Income from operations 61,676 59,821

Other income 690 1,231

Profit before Interest, Depreciation & Exceptional Item 6,628 6,730

Interest 1,123 1,313

Depreciation 2,167 1,684

Exceptional Item (225) (233)

Profit before tax 3,113 3,500

Provision for Taxation 1,032 724

Deferred tax liability / (assets) (96) 106

Net Profit before share in associate and minority interest 2,177 2,670

Share of Profit in associate - -

Share in minority interest - -

Profit for the year 2,177 2,670

Brought forward profit 11,230 9,285

Total Profit available for appropriation 13,407 11,955

PARTICULARS Consolidated 31.03.2014 31.03.2013

Sales / Income from operations 1,59,391 2,17,358

Other income 3,038 3,620

Profit before Interest, Depreciation & Exceptional Item 15,612 14,489

Interest 2,751 4,243

Depreciation 4,780 7,705

Exceptional Item 1,475 (298)

Profit before tax 9,556 2,244

Provision for Taxation 1,895 1,574

Deferred tax liability / (assets) (175) 173

Net Profit before share in associate and minority interest 7,836 496

Share of Profit in associate 98 -

Share in minority interest - (103)

Profit for the year 7,934 599

Brought forward profit 8,412 8,327

Total Profit available for appropriation 16,346 8,927

2. COMPANY PERFORMANCE

The Indian automobile industry has experienced a period of suppressed demand for almost three consecutive years. As auto component manufacturers generally derive a significant portion of their revenues from sales to the auto Original Equipment Manufacturers (OEMs) based in India, the ongoing weakness in the demand for new vehicles has resulted in an adverse impact on the revenue growth for the component manufacturers.

Despite the lower economic growth trend and overall recession in the economy and the auto component industry, your Company has achieved sustainable revenue growth compared to the last year. During the year under review, your Company has achieved a turnover of Rs.61,676 Lacs against Rs.59,821 Lacs during 2012-13 registering a growth of 3.1% over the previous year. The Company reported a Net Profit of Rs.2,177 Lacs as against Rs.2,670 Lacs earned during last year.

Over the near term, the auto component industry's growth in the domestic market to remain low in the absence of any immediate demand triggers from consumers. In the medium term, the auto components industry to grow at a relatively faster pace compared to the OEM segment. This is due to several factors including OEMs' focus on localization, auto supplier's efforts to expand business geographies and the strong upside potential of the replacement market.

3. CAPITAL STRUCTURE

The capital structure of the Company comprises of both Equity and Preference share capital. The Authorised Share Capital of the Company is Rs.4420 Lacs divided into 2,50,00,000 Equity Shares of Rs.10 each and 2,40,000, 0.001% Cumulative Redeemable Preference Shares of Rs.800 each.

The paid-up Share Capital of the Company is Rs.4013 Lacs divided into 2,09,31,164 Equity Shares of Rs.10 each and 2,40,000, 0.001% Cumulative Redeemable Preference Shares of Rs.800 each. The entire issued share capital of the Company is fully paid-up.

4. DIVIDEND

Your Directors recommend to transfer Rs.218 Lacs to General Reserve from the profits of the year as against Rs.267 Lacs transferred in the previous year.

Based on the Company's performance, your Directors have recommended a dividend for the financial year 2013-14 for the approval of shareholders in the forthcoming Annual General Meeting:

a) On 2,40,000 - 0.001% Cumulative Redeemable Preference Shares @ 0.001%.

b) On 2,09,31,164 Equity Shares @ 20% i.e. Rs.2/- per equity share.

Your Company has transferred all amount of unclaimed dividend which remains unclaimed for a period of seven (7) years to the Investor Education and Protection Fund.

5. CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Financial Statements in accordance with Accounting Standard-21 (AS - 21) issued by The Institute of Chartered Accountants of India (ICAI) have been provided in the Annual Report. These Consolidated Financial Statements provide financial information about your Company and its subsidiaries as a single economic entity. The Consolidated Financial Statements form part of this Annual Report.

6. CORPORATE GOVERNANCE

Your Company follows the highest standards of Corporate Governance best practices. It adheres to and has implemented the requirements set out by SEBI's Corporate Governance practices. As a part of this practice, a separate section on Corporate Governance forms a part of the Directors' Report. A certificate from M/s. Sanjay Grover & Associates, Practicing Company Secretaries, confirming compliance of Clause 49 on Corporate Governance of the Listing Agreement is included in this Annual Report. The Executive Director & CEO and Chief Financial Officer of the Company have issued the required certificate to the Board in terms of Clause 49 (V) of the Listing Agreement for the financial year ended on March 31, 2014.

Your Company has been in compliance with the Corporate Governance Voluntary Guidelines, 2009 introduced by the Ministry of Corporate Affairs. These guidelines provide a voluntary framework for the highest business governance standards.

7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report (MD&A) for the year under review, as stipulated under Clause 49 of the Listing Agreement, is presented in a separate section forming part of the Annual Report.

8. FIXED DEPOSITS

During the year under review, your Company has not accepted any deposit under Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

9. BOARD OF DIRECTORS

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.

The details of the Directors being recommended for re-appointment pursuant to Clause 49 of the Listing Agreement are included in the accompanying Notice of the ensuing Annual General Meeting.

Further, in terms of the Section 149 of the Companies Act, 2013, Mr. Avinash R Gandhi, Mr. Rakesh Chopra and Mr. S. B. Mathur have been appointed as Independent Directors of the Company for a period of five years to hold office until March 31,2019. This is subject to shareholders' approval at the forthcoming Annual General Meeting of the Company.

10. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 (Corresponding Section 134(5) of the Companies Act, 2013), with respect to Directors Responsibility Statement, your Directors confirm:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departure was made for the same;

b) That 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, 2014;

c) That 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) That Directors have prepared the annual accounts on a going concern basis;

e) That Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 217(1) (e) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 are given in Annexure - I to this Report.

12. PARTICULARS OF EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 are given in Annexure - II to this Report.

13. AUDITORS

The Auditors of the Company M/s B S R & Associates LLP, Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. In terms of Section 139 of the Companies Act, 2013 it is proposed to appoint them for a period of two years from this Annual General Meeting until the conclusion of 31st Annual General Meeting of the Company.

The Company has received a certificate pursuant to Section 139 of the Companies Act, 2013 and relevant rules, confirming their eligibility for re-appointment.

14. AUDITORS' REPORT

All observations made in the Auditors' Report and notes to the accounts are self-explanatory and do not

call for any further comments under Section 217 of the Companies Act, 1956.

15. LISTING

The Equity Shares of your Company are continued to be listed at Delhi Stock Exchange Limited and Madras Stock Exchange Limited.

16. SUBSIDIARIES

A statement pursuant to Section 212 of the Companies Act, 1956 relating to subsidiaries for the year ended on March 31, 2014 is given in Annexure - III.

In terms of General Circular No. 2/2011 dated February 8, 2011, the Balance Sheet and Profit & Loss Account of each subsidiary need not to be attached. The Consolidated Financial Statements of the Company and all its subsidiaries as prepared in compliance with the applicable accounting standards and listing agreements are enclosed. The statement of statutory information in aggregate for each subsidiary is enclosed along with the Consolidated Financial Statements.

The annual accounts of the subsidiaries shall be made available to the shareholders seeking such information and shall also be available for inspection at its registered office.

17. CREDIT RATING

During the year under review CRISIL Ltd. (CRISIL) assigned A-/Stable rating for long-term bank loan facilities and A2 rating for short-term bank loan facilities availed by the Company.

18. RISK AND INTERNAL ADEQUACY

Your Company has an elaborate Risk Management procedure, which is based on three pillars: Business Risk Assessment, Operational Controls Assessment and Policy Compliance Processes. Some of the risks relate to competitive intensity and cost volatility. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed with both Management and Audit Committee.

The Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors and cover all offices, factories and key business areas. Significant audit observations and follow up actions thereon are reported to the Audit Committee. The Audit Committee reviews adequacy and effectiveness of the Company's internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company's risk management policies and systems.

19. HUMAN RESOURCES

Your Company's Human Resource agenda for the year was focused on strengthening the leadership capabilities and their successor plans for future readiness, driving greater employee engagement and strengthening greater employee relations.

During the year under review Employee Satisfaction Survey (ESS) and Employee Engagement Survey (EES) were conducted successfully by the Company across the Group and key business charters based on findings have been finalized. These charters are owned by your Company's leadership team and will take off during 2014-15. These interventions will allow your Company to have robust people plan to guide your Company not just for an immediate performance, but also to ensure that the Company is future ready.

Your Company undertook intensive training programmes through a combination of face-to-face and virtual learning approaches.

20. FORWARD LOOKING STATEMENT

This Report contains forward-looking statements that involve risks and uncertainties. When used in this Report, the words 'anticipate', 'believe', 'estimate', 'expect', 'intend', 'will' and other similar expressions as they relate to the Company and/or its businesses are intended to identify such forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Actual results, performances or achievements could differ materially from those expressed or implied in such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of their dates. This Report should be read in conjunction with the financial statements included herein and the notes thereto.

21. ACKNOWLEDGEMENT

The Directors of your Company wish to place on record their appreciation to all employees for their enthusiasm and commitment throughout the year. In addition, the Directors would also like to take this opportunity to thank all customers, suppliers, financial institutions, government and regulatory authorities, for their continued support. We appreciate the ongoing support of our shareholders and look forward to year ahead.

For and on behalf of the Board of Minda Corporation Limited

Ashok Minda Place: Gurgaon Chairman & Group CEO Date: May 29, 2014 DIN: 00054727


Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the 28th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended on March 31, 2013.

1. FINANCIAL RESULTS

(Amount Rs. in Lacs) For the year ended on PARTICULARS 31.03.2013 31.03.2012

Sales/ Income from 59,821 55,975

Operations

Other Income 1,231 809

Profit before Interest, 6,795 6,897 depreciation & exceptional items

Interest 1,378 1,299

Depreciation 1,684 1,435

Exceptional Items 233

Profit before Tax 3,500 4,163

Provision for Taxation 724 94

Deferred Tax Liability/ (Assets) 106 53

Net Profit 2,670 4,016

Brought forward Profit 9,285 6,415

Total Profit available for 11,955 10,431 appropriation

2. ECONOMY AND COMPANY PERFORMANCE

India''s economic growth rate this fiscal year is at 5%, lowest in a decade, on account of slowdown particularly in manufacturing, mining and farm sector.

In-spite of slow down and lower economic growth rate, your Company has achieved sustainable growth in revenue compared to the last year. During the year under review your Company has achieved a turnover of Rs.59,821 Lacs against Rs.55,975 Lacs during 2011-12 registering a growth of 6.87% over the previous year.

However, the profit of the Company has gone down by Rs.1,346 Lacs i.e. from Rs.4,016 Lacs to Rs.2,670 Lacs, which is mainly due to below par performance of Die-casting and Plastic Divisions of the Company. The management is in the process of taking corrective actions to overcome the slowdown and to improve the profitability of the Company across the board.

3. DIVIDEND

Your Directors recommend to transfer Rs.267 Lacs to General Reserve Account from the profits of the year under report as against Rs.416 Lacs transferred in the previous year.

Based on the Company''s performance, yours Directors have recommended dividend for the financial year 2012-13 for the approval of Shareholders in the forthcoming Annual General Meeting:

a) On 2,40,000 – 0.001% Cumulative Redeemable Preference Shares @ 0.001%.

b) On 2,09,31,164 Equity Shares @ 20% i.e. Rs. 2/- per equity share.

4. AWARDS AND RECOGNITION

During the year under review, your Company has been conferred with various awards and recognitions for its performance at different levels. These awards include the following:

1. Pantnagar Unit has won the prestigious BAL TPM Excellence and BAL ''Q'' Super Platinum award from Bajaj Auto Limited.

2. Security Division, Greater Noida, has been conferred the Commendation Award for QCI –D.L. Shah National Awards on Economics of Quality in Manufacturing Sector. The Award was given at the 7th National Quality Conclave held in 2012.

3. The Company won the Gold Award in the category of "Development of new Products" from India Yamaha Motor Private Limited.

4. The ''Lakshay'' Quality Circle Team from Security Division of Minda Corporation Ltd, Greater Noida won the Gold Category award in Chapter Convention on Quality Circle (CCQC)-12 Competition.

5. During 52nd Annual Session and National Conference of ACMA held on September 2012 at New Delhi, Security Division, Noida, has been honoured with Bronze Award by Automotive Component Manufacturers Association, India (ACMA) for excellence in technology for the year 2011-12.

5. CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Financial Statements in accordance with Accounting Standard-21 (AS - 21) issued by The Institute of Chartered Accountants of India (ICAI) have been provided in the Annual Report. These Consolidated Financial Reports provide financial information about your Company and its subsidiaries as a single economic entity. The Consolidated Financial Statements form part of this Annual Report.

6. CORPORATE GOVERNANCE

A separate section on Corporate Governance forming a part of the Directors'' Report and the certificate from M/s. Sanjay Grover & Associates, Practising Company Secretaries confirming compliance of conditions on Corporate Governance as stipulated in Clause 49 of the Listing Agreement is included in this Annual Report. The Executive Director & CEO and Chief Financial Officer of the Company have issued necessary certificate to the Board in terms of Clause 49(V) of Listing Agreement with Stock Exchanges for the financial year ended on March 31, 2013.

7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report (MD&A) for the year under review, as stipulated under Clause 49 of the Listing Agreement with stock exchanges in India, is presented in a separate section forming part of the Annual Report.

8. FIXED DEPOSITS

During the year under review, your Company has not accepted any deposit under Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

9. BOARD OF DIRECTORS

The Board has co-opted Mr. S. B. Mathur and Mr. Sudhir Kashyap as Additional Directors w.e.f. September 21, 2012 and May 05, 2013 respectively.

In terms of Section 260 of the Companies Act, 1956, Mr. S. B. Mathur and Mr. Sudhir Kashyap will hold office upto the date of ensuing Annual General Meeting. The requisite notice along with required deposit has been received by the Company under Section 257 of the Companies Act, 1956 proposing the appointment of Mr. S. B. Mathur and Mr. Sudhir Kashyap as Directors of the Company. Mr. Sudhir Kashyap has also been appointed as Executive Director & CEO of the Company w.e.f. May 29, 2013.

The Board of Directors recommends the appointment of Mr. S. B. Mathur and Mr. Sudhir Kashyap in the best interest of the Company.

Further, Mr. Jeevan Mahaldar has resigned from the Directorship of the Company on May 29, 2013. The Board Members appreciate the contribution and support provided by Mr. Mahaldar during his tenure as Executive Director & CEO of the Company.

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Avinash P. Gandhi and Mr. Rakesh Chopra, Directors of the Company retire by rotation and being eligible, offer themselves for re-appointment.

The detail of Directors being recommended for re-appointment pursuant to Clause 49 of the Listing Agreement is contained in the accompanying Notice of the ensuing Annual General Meeting.

10. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, your Directors confirm:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departure was made for the same;

b) That they 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 financial year and of the profit of the Company for the year ended on March 31, 2013;

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, 1956 for safeguarding 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.

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

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 217(1) (e) of the Companies Act, 1956 read with Companies (Particular of Employees) Rules, 1975 are given in Annexure – I to this Report.

12. PARTICULARS OF EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 are given in Annexure – II to this Report.

13. AUDITORS

i) M/s B S R & Co., Chartered Accountants, Statutory Auditors of the Company who hold office up to the conclusion of the forthcoming Annual General Meeting of the Company have shown their unwillingness to continue as the Statutory Auditors of the Company after the conclusion of the said Annual General Meeting due to some other business occupancies.

In view of the unwillingness of the existing Statutory Auditors for re-appointment, the Audit Committee of the Company has recommended the appointment of M/s B S R & Associates, Chartered Accountants as Statutory Auditors of the Company for approval by the shareholders at the forthcoming Annual General Meeting.

The Company has received a certificate from M/s B S R & Associates, Chartered Accountants pursuant to Section 224(1B) of the Companies Act 1956, confirming their eligibility for appointment. The proposed resolution for the appointment of M/s B S R & Associates, Chartered Accountants is being placed in the notice of forthcoming Annual General Meeting of the Company.

ii) M/s Chandra Wadhwa & Co. Cost and Works Accountants, New Delhi have been appointed as the Cost Auditors of the Company.

iii) M/s Protiviti Consulting Private Limited, have been appointed as Internal Auditors of the Company.

14. AUDITORS'' REPORT

All observations made in the Auditors'' Report and notes to the accounts are self-explanatory and do not call for any further comments under Section 217 of the Companies Act, 1956.

15. LISTING

The Equity Shares of your Company are continued to be listed at Delhi Stock Exchange Limited and Madras Stock Exchange Limited and the Company has paid the listing fees for the year 2013-14.

16. SUBSIDIARIES

As on March 31, 2013, your Company has 10 (Ten) subsidiaries out of which 6 (Six) subsidiaries are registered outside India – 3 (Three) of them are in Germany; 1(One) in Netherlands; 1(One) in Czech Republic and 1 (One) in Poland.

A statement pursuant to Section 212 of the Companies Act, 1956 relating to subsidiaries for the year ended on March 31, 2013 is given in Annexure – III.

In terms of General Circular No. 2/2011 dated 8th February, 2011, the Balance Sheet and Profit & Loss Account of each subsidiary need not to be attached. The consolidated financial statements of the Company and all its subsidiaries as prepared in compliance with the applicable accounting standards and listing agreements are enclosed. The statement of statutory information in aggregate for each subsidiary is enclosed along with the consolidated financial statements.

The Annual Accounts of the subsidiaries shall be made available to the shareholders seeking such information and shall also be available for inspection at its Office at D-6-11, Sector - 59, Noida - 201301, U.P. (India) during business hours between 9:00 a.m. to 6:00 p.m. The Company shall also furnish a hard copy of the details of the accounts of the subsidiaries to any shareholder on demand.

17. ACKNOWLEDGEMENT

The Board of Directors admiringly recognizes the continued confidence and support of all the stakeholders and the Company would like to place on record its appreciation for the good work done by the employees at all levels.

For and on behalf of the Board of Minda Corporation Limited

Ashok Minda

Place: Gurgaon Chairman & Group CEO

Date: May 29, 2013 DIN: 00054727


Mar 31, 2011

The Directors have pleasure in submitting their 26th Annual Report on the business and operations of the Company, together with Audited Statement of Accounts for the year ended March 31, 2011.

1. FINANACIAL RESULTS

(Rs in Lacs)

PARTICULARS 2010-11 2009-10

Sales / Income from Operations 48,416.29 3,914.16

Other Income 396.43 70.32

Profit before Interest & Depreciation 6,692.32 3,708.40

Interest 1,054.25 730.66

Depreciation 1,192.53 826.63

Profit before Tax 4,445.54 2,151.11

Provision for Tax/ Excess Provision for 900.00 373.80

earlier Years

Deferred Tax Liability/(Assets) 126.64 (26.00)

Profit after Taxation 3,418.90 1,803.31

Brought forward Profit 3,526.86 2,165.30

Total Profit available for appropriation 6,945.76 3,968.61

APPROPRIATION

(i) Proposed Dividend 289.07 215.90

(ii) Transfer to General Reserve 195.00 190.00

(iii) Corporate Dividend Tax 46.90 35.86

(iv) Surplus carried to Balance Sheet 6,414.77 3,526.85

2. OPERATIONS AND COMPANY PERFORMANCE

Almost all segments of the automobile industry have posted a steady growth over the last one and half year except Medium and Heavy Commercial Vehicles segment wherein the recovery has been the slowest to gather momentum. Similarly, the year under review was a transformational year for your Company. The Company has scaled new heights and had set several new benchmarks in terms of sales, profit and net worth.

Your Company has shown excellent performance during the year under review. Your Company has achieved a turnover of Rs.47,703.90 Lacs as compared to Rs.33,154.91 Lacs during the previous year, thereby showing an increase by 43.88%. The Net Profit of the Company has increased by over 89.59% from Rs.1,803.31 Lacs in previous year to Rs.3,418.90 Lacs in the current year.

3. DIVIDEND

Your Directors are pleased to recommend dividend for the financial year 2010-11 subject to the approval of Shareholders in the forthcoming Annual General Meeting:

a) On 1,75,000 - 0.001% Cumulative Redeemable Preference Share @ 0.001%.

b) On 96,35,990 Equity Shares @ 30% i.e. Rs.3 per equity share

4. ISSUE AND ALLOTMENT OF SHARES ON PREFERENTIAL BASIS Issue and allotment of Equity Shares

During the year under review, your Company has issued and allotted 10,00,000 (Ten Lacs) Equity Shares of Rs.10 each at a premium of Rs.790 per share on preferential allotment basis. These shares have also been listed on Delhi Stock Exchange Limited and

Madras Stock Exchange Limited.

Allotmentof0.001% Cumulative Redeemable Preference Shares

During the year under review, your Company has also issued and allotted 1,75,000 (One Lac Seventy Five Thousand Only) 0.001% Cumulative Redeemable Preference Shares for cash at par @ Rs.800 per share to the promoters of the Company and M/s. Minda Capital Limited.

5. FUTURE OUTLOOK

The management of your Company is committed to enhance stakeholders' value through enhancement of profitability and creation of brand value. Your Company has started the process of group consolidation and acquisition of new business in India and abroad. Your Company has acquired 100% stake in the Equity Shares of M/s. Minda SAI Limited engaged in the manufacturing of connective systems for automotives and has also invested in Equity stake in group companies for group consolidation. During the year under review, the Company has started a new manufacturing unit for production of automotive interior plastic components at Pune, Maharashtra for supplies to OEMs. In addition to this, the Company has acquired the running business of Window regulator from TGR Engineering and Automotives Private Limited.

In order to become a global player and to remain competitive, your Company is continuing efforts to enter into new markets, acquire new customers and gain access to new technology.

6. CORPORATE GOVERNANCE

A separate section on Corporate Governance forming a part of the Directors' Report and the certificate from the Company's auditors confirming compliance of conditions on Corporate Governance as stipulated in Clause 49 of the Listing Agreement is included in the Annual Report. The Managing Director and Chief Financial Officer of the Company have issued necessary certificate to the Board in terms of clause 49 (V) of listing agreement with Stock Exchanges for the Financial Year ended March 31, 2011.

7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India is presented in a separate section forming part of the Annual Report.

8. FIXED DEPOSITS

During the year under review, your Company has not accepted any deposit under Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

9. BOARD OF DIRECTORS

During the year under review, the Board has co-opted Mr. Laxman Ramnarayan as Nominee Director w.e.f. March 28, 2011 on behalf of Kotak India Growth Fund II.

In terms of section 260 of the Companies Act, 1956, Mr. Laxman Ramnarayan will hold office upto the date of ensuing Annual General Meeting. The requisite notice along with required deposit has been received by the Company under Section 257 of the Companies Act, 1956 proposing the appointment of Mr. Laxman Ramnarayan as a Director. Mr. Laxman Ramnarayan shall not be liable to retire by rotation.

In accordance with the requirement of the Companies Act, 1956, Mr. Avinash P. Gandhi and Mr. Rakesh Chopra, Directors retiring by rotation at the ensuing Annual General Meeting being eligible, offer themselves for re-appointment.

During the year under review, Mr. S. C. Gupta has resigned from the Directorship of the Company w.e.f November 09, 2010. The Board of Directors places on record its appreciation for his contribution as Director of the Company.

The detail of Directors being recommended for appointment as well as re-appointment pursuant to Clause 49 of the Listing Agreement are contained in the accompanying Notice of the ensuing Annual General Meeting of the Company.

10.DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Director's Responsibility Statement, your Directors confirm:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departure was made for the same;

b) That they 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 year ended on March 31, 2011;

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, 1956 for safeguarding 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.

11.CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given in the Annexure - I to this report.

12.PARTICULARS OF EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 are given in the Annexure - II to this report.

13.AUDITORS

M/s. R. N. Saraf & Co., Chartered Accountants, Statutory Auditors of the Company who hold office up to the conclusion of the forthcoming Annual General Meeting of the Company have shown their inabilities to continue as the Statutory Auditors of the Company after the conclusion of the said Annual General Meeting due to some other business occupancies. In view of the inabilities of the existing Statutory Auditors for re-appointment, the Audit Committee of the Company has recommended the appointment of M/s. B S R & Co., Chartered Accountants as Statutory Auditors of the Company for approval by the shareholders at the forthcoming Annual General Meeting. The Company has received a certificate from M/s. B S R & Co., Chartered Accountants pursuant to Section 224(1B) of the Companies Act 1956, confirming their eligibility for appointment. The proposed resolution for the appointment of M/s. B S R & Co., Chartered Accountants is being placed in the notice of forthcoming Annual General Meeting of the Company.

14.AUDITORS' REPORT

All observations made in the Auditors' Report and notes to the accounts are self-explanatory and do not call for any further comments under section 217 of the Companies Act, 1956.

15.LISTING

The Equity Shares of your Company are continued to be listed at Delhi Stock Exchange Limited and Madras Stock Exchange Limited and the Company has paid the listing fees for the year 2011 -12.

16.SUBSIDIARY COMPANIES

Your Company has following four subsidiary companies:

a) Minda KTSN Plastic Solutions GmbH & Co. KG, Germany

b) Minda Europe B.V., Netherlands

c) Minda SAI Limited (w.e.f. March 25, 2011)

d) Mayank Auto Engineers Private Limited (Step-down Subsidiary w.e.f. March 25, 2011)

A statement pursuant to section 212 of the Companies act, 1956 relating to subsidiary Companies for the year ended March 31, 2011, are given in Annexure-III to this report. In terms of General Circular No. 2/2011 dated 8th February, 2011, the Balance Sheet and Profit & Loss Account of each subsidiary need not to be attached. The consolidated financial statements of the Company and all its subsidiaries as prepared in compliance with the applicable accounting standards and listing agreements are enclosed. The statement of statutory information in aggregate for each subsidiary including step-subsidiary is enclosed along with the consolidated financial statements.

The Annual Accounts of the Subsidiary Companies including step- subsidiary shall be made available to their shareholders seeking such information at any point of time and shall also be available for inspection at the corporate office of the Company at D-6-11, Sector 59, Noida, U.P. (India) during business hours between 9:00 a.m. to 6:00 p.m. The Company shall also furnish a hard copy of the details of the accounts of the subsidiaries to any shareholder on demand.

17.ACKNOWLEDGEMENT

The Board of Directors admiringly recognizes the continued confidence and support of all the stakeholders and the Company would like to place on record its appreciation for the good work done by the employees at all levels.

For and on behalf of the Board of Minda Corporation Limited

Sd/- Place:New Delhi Ashok Minda

Date :July 05, 2011 Chairman DIN:00054727


Mar 31, 2009

The Directors have pleasure in submitting their 24th Annual Report on the business and operations of the Company, together with Audited Statement of Accounts for the year ended March 31, 2009.

1. FINANCIAL RESULTS

(Rs. in Lacs)

PARTICULARS 2008-09 2007-08

Sales (Net of Excise) 20042.94 17691.85

Other Income 728.32 717.19

Profit before Interest & Depreciation 2553.45 2229.73

Interest & Finance Charges 694.26 583.61

Depreciation 692.00 558.37

Profit before Tax 1167.19 1087.75

Provision for Tax 195.00 245.50

Profit after Taxation 919.19 791.08

Provision for Fringe Benefit Tax 28.00 25.52

Provision for Deferred Tax 25.00 25.65

Brought forward Profit 1548.18 1477.09

Total Profit available for appropriation 2467.37 2268.17

APPROPRIATION (i) Proposed Dividend 172.72 172.72

(ii) Corporate Dividend Tax 29.35 29.35

(iii) Transfer to General Reserve 100.00 517.92

(iv) Surplus carried to Balance Sheet 2165.30 1548.18

2. PERFORMANCE REVIEW

During the year under review your Company recorded a stable and sustained performance. Inspire of adverse market conditions, your Company has achieved a turnover of Rs. 20042.94 Lacs as compared to Rs. 17691.85 Lacs during the previous year, thereby showing an increase of 13.29%. The Net Profit of the Company has increased by 16.19% from Rs. 791.08 Lacs in previous year to Rs. 919.19 Lacs in the current year.

In spite of global recession started in the second half of the year, the Company has managed reasonable level of turnover & profitability. The same was made possible due to various initiatives of the management for cost reductions, economizing of operation and effective utilization of resources.

3. FUTURE OUTLOOK

In order to remain competitive and being a global leader in the Auto Ancillary Sector, the Company has taken various initiatives towards product enrichment, diversification and consolidation. The Company remains committed to adding new product ranges as per the global market surge. Continuous innovation and Research and Development on the existing product range were carried out throughout the year under review.

4. DIVIDEND

Your Director's are pleased to recommend the payment of dividend @ 20% i.e. Rs. 2 per share on 8,635,990 fully paid-up Equity Shares of Rs. 10 each for the financial year 2008-09 subject to the approval of Shareholders in the ensuing Annual General Meeting.

5. TRANSFER TO GENERAL RESERVE

The Company proposes to transfer Rs. 100 Lacs to the General Reserve out of the amount available for appropriations and an amount of Rs. 2165.30 Lacs is proposed to be retained in the Profit and Loss Account.

6. ACQUISITION OF BUSINESS OF THE MANUFACTURING UNITS

In order to expand the business of the Company into similar line of Business, your Company has acquired running business of manufacturing units of Minda SM Techno cast Limited and Tuff Surface Furnishing Private Limited w.e.f. April 1, 2009.

7. PARTICULARS REQUIRED AS PER SECTION 212 OF THE COMPANIES ACT, 1956

The Company has obtained exemption from the Government of India, Ministry of Corporate Affairs from attaching the financial accounts of subsidiary Company to this report pursuant to section 212 of the Companies Act, 1956. A statement pursuant to exemption received U/s 212(8) of the Companies Act, 1956 relating to subsidiary company for the year ended March 31, 2009 is enclosed this Annual Report. The annual accounts of the subsidiary company and related detailed information will be made available to the holding and subsidiary Companies investors seeking such information at any point of time. The annual accounts of the subsidiary Company will also be kept for inspection by any investor in its head office and that of subsidiary Company concerned. The investors, if they desire, may write to the Company to obtain a copy of the financials of the subsidiary company.

8. CORPORATE GOVERNANCE

A separate section on Corporate Governance, forming a part of the Director's Report and the certificate from the Company's auditors confirming compliance of conditions on Corporate Governance as stipulated in Clause 49 of the Listing Agreement, is included in the Annual Report. The Managing Director and Chief Financial Officer of the Company have issued necessary certificate to the Board in terms of clause 49 (V) of listing agreement with Stock Exchange for the Financial Year ended March 31, 2009.

9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

10. FIXED DEPOSITS

During the year under review your Company has not accepted any deposit under Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

11. BOARD OF DIRECTORS

During the year under review the Board co-opted Mr. S. C. Gupta as an Additional Director and Independent Director w.e.f. July 28, 2008, who shall hold office up to the date of ensuing Annual General Meeting. The requisite notice along with required deposit has been received by the Company under Section 257 of the Companies Act, 1956 proposing the appointment of Mr. S. C. Gupta as Director, liable to retire by rotation at the ensuing Annual General Meeting.

The Board of Directors recommends the appointment of Mr. S.C. Gupta in the best interest of the Company.

During the year, Mr. B. R. Agarwal resigned from the Directorship of the Company w.e.f. January 28, 2009, the Board of Directors places on record its appreciation for his contribution during his tenure as Director of the Company.

In accordance with the requirement of the Companies Act, 1956, Mr. A. P. Gandhi, Director retiring by rotation at the ensuing Annual General Meeting being eligible, offer himself for re-appointment.

The details of Directors being recommended for appointment as well as re-appointment, pursuant to Clause 49 of the Listing Agreement are contained in the accompanying Notice of the ensuing Annual General Meeting of the Company.

12. STATUTORY STATEMENTS DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, your Directors confirm:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departure was made for the same;

b) That they 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 year ended on March 31, 2009;

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, 1956 for safeguarding 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.

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

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are given in the Annexure - I to this report.

PARTICULARS OF EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, are given in the Annexure - II to this report.

13. AUDITORS:

M/s R.N. Saraf & Co., Chartered Accountants, retires at the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment. The Company has received a certificate from them pursuant to Section 224(1B) of the Companies Act 1956, confirming their eligibility for re-appointment

14. AUDITORS' REPORT

All observations made in the Auditors' Report and notes to the accounts are self-explanatory and do not call for any further comments under section 217 of the Companies Act, 1956.

15. LISTING

The Equity Shares of your Company are continued to be listed at Delhi Stock Exchange Association Limited and Madras Stock Exchange Limited and the Company has paid the listing fees for the year 2009-10.

16. HUMAN RESOURCES DEVELOPMENT AND INDUSTRIAL RELATIONS

The relations with the employees continued to remain cordial throughout the year. The Management wishes to place on record, the excellent cooperation and contribution made by the employees at all levels of the organization to the continued growth of the Company.

Cordial Industrial Relations and improvements in productivity were maintained at all of the Company's plants and offices during the year under review.

17. ACKNOWLEDGEMENTS

Your Board of Directors would like to place on record their sincere appreciation for the wholehearted support and contributions made by all the employees of the Company, as well as shareholders, customers, suppliers, bankers and the governments of Delhi, Uttrakhand, Uttar Pradesh and Maharashtra.

For and on behalf of the Board of MINDA CORPORATION LIMITED

Place : Noida Jeevan Mahaldar A. P. Gandhi

Date : June 26, 2009 Managing Director Director

 
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