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Directors Report of Minda Corporation Ltd.

Mar 31, 2023

Your Directors have pleasure in presenting to you the 38^th (Thirty Eighth) Annual Report and the audited financial statements for the year ended 31^st March, 2023.

FINANCIAL RESULTS

(Rs in Million)
Particulars 1 Income	Standalone		Consolidated
	31.03.2023	31.03.2022	31.03.2023	31.03.2022
		31.03.2022		31.03.2022
(a) Revenue from operations	34,924	27,348	43,001	29,759
(b) Other income	419	463	158	242
Total income	35,343	27,811	43,159	30,001
2 Profit from operation before Interest, Depreciation, Other Expenses, taxes and share of profit/ (loss) of joint ventures/associate	7,818	6,201	9,131	6,500
3 Finance costs	388	305	407	309
4 Depreciation and amortization expense	1,100	1,028	1,381	1,120
5 Other expenses	3,830	3,088	4,358	3,313
6 Exceptional Income	(250)	_-	_-	327
7 Profit from operations before share of profit of joint ventures/ associate and taxes	2,250	1,780	2,985	2,085
8 Share of profits of joint ventures/associate (net of taxes)	_-	_-	(99)	74
9 Profit from operations before income tax	2,250	1,780	2,886	2,159
10 Tax expense
(a) Current tax	_-	463	243	547
(b) Deferred tax	(160)	(66)	(196)	(90)
(c) Tax adjustments related to earlier years	4	(219)	(6)	(217)
Total tax expense	(156)	178	41	240
11 Profit/(loss) for the year	2,406	1,602	2,845	1,919
12 Other comprehensive income
(a) Items that will not be reclassified subsequently to profit or loss
- Remeasurement of defined benefit liabilities	9	(8)	12	(4)
- Valuation gain/(loss) for fair value through comprehensive income equity	(90)		(90)
- Income tax relating to items that will not be reclassified subsequently to profit or loss	20	2	20	1
- Share of remeasurement of defined benefit liabilities (net of tax) of an associate and joint ventures				1
- Net other comprehensive income not to be reclassified subsequently to profit or loss	(61)	(6)	(58)	(2)
(b) Items that will be reclassified subsequently to profit or loss
- Exchange Difference in translating financial statement of continuing foreign operations	-	-	45	31
13 Other comprehensive income for the year (net of tax)	(61)	(6)	(13)	29
14 Total comprehensive income for the year	2,345	1,596	2,832	1,948
For details, refer Notes to Accounts forming part of this Annual Report.

COMPANY PERFORMANCE

The financial statements have been prepared as per the IND-AS prescribed by the Institute of Chartered Accountants of India (ICAI).

Standalone Financials: During the year under review, your Company has achieved turnover of H 34,924 Million against H 27,348 Million during previous year registering a growth of 27.70 %.

The Company has reported a Profit of H 2,406 Million as against Profit of H 1,602 Million during previous year with an increase of 50.19% over the previous year.

Consolidated Financials: During the year under review, your Company has achieved a consolidated turnover of H 43,001 Million against H 29,759 Million during previous year registering a growth of 44.50%.

The Company reported a Profit of H 2,845 Million from continuing operations as against Profit of H 1,919 Million earned during previous year with an increase of 48.25% over the previous year.

DIVIDEND

The Board of Directors of your Company has recommended a final dividend of H 0.80 per equity share (i.e. @ 40%) on 239,079,428 Equity Shares of H 2/- each fully paid up for the year ended March 31,2023. The dividend proposal is subject to the approval of members at the ensuing Annual General Meeting scheduled to be held on July 27, 2023. This is in addition to the interim dividend of H 0.40/- per equity share (i.e. @ 20%) declared by the Board in its meeting held on February 08, 2023. The total dividend for FY 23 aggregates to H 1.20/- per equity share (i.e. @ 60%) as against H 1 per share (i.e. @ 50%) per equity share paid for the last year.

DIVIDEND DISTRIBUTION POLICY

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

INDUSTRY UPDATE

FY23 ended on a positive note for Indian automobile industry, emerging as a success story by bouncing back from the challenges posed by the pandemic, subdued demand, and supply chain constraints. With growth in overall automobile domestic sales of 12.5% in 2022-23, the industry recorded highest passenger vehicle sales with an annual growth of 25.4%. Commercial Vehicles and Three-Wheelers posted growth of 27% and 13% respectively, driven by higher offtake of Passenger Carriers. The Two-wheelers segment

grew by a moderate 9%, after witnessing de-growth for previous three consecutive years. These segments are yet to reach the pre-pandemic levels. The automotive industry is witnessing a surge in demand owing to various factors, such as an increasing disposable income and a young, aspiring population and upbeat activity in the infrastructure sector.

Moreover, the availability of credit and financing options has made owning a vehicle more accessible. Favorable Policy initiatives ranging from impact of new PLI Schemes, encouraging announcements in Budget, forward looking Logistic & Foreign Trade Polices and recently announced Gas pricing Guidelines would go a long way in supporting the growth of the Industry.

CREDIT RATING

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

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

India Ratings & Research (Ind-Ra) has re-affirmed the credit rating during the year under review whereas CRISIL has upgraded the long-term rating from CRISIL A /Positive to CRISIL AA-/Stable and re-affirmed the short-term rating.

SHARE CAPITAL

The paid-up Equity Share Capital as on 31^st March, 2023 is H 478,158,856/- (Rupees Four Hundred Seventy-Eight Million One Hundred Fifty-Eight Thousand and Eight Hundred Fifty-Six Only) divided into H 239,079,428/- (Two Hundred Thirty-Nine Million Seventy-Nine Thousand Four Hundred Twenty-Eight only) Equity Share of H 2/- each. The authorized share capital of the Company is H 1,577,000,000 (Rupees One Thousand Five Hundred Seventy-Seven Million Only) and the authorized share capital of the Company has been re-classified as divided into 692,500,000 (Six Hundred Ninety-Two Million and Five Hundred Thousand only) equity shares of H 2/- (Rupees Two only) each aggregating to H 1,385,000,000/- (Rupees One Thousand Three Hundred Eighty-Five Million Only) and 240,000 (Two Hundred and Forty Thousand) preference shares of H 800/- (Rupees Eight Hundred only) each aggregating to H 192,000,000/- (Rupees One Hundred Ninety-Two Million Only).

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF, established by the Government of India, after the completion of seven years. Further, according to the IEPF Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. During the year under review, the Company has transferred the unclaimed dividend (final) of H 34,445.80 (Thirty-Four Thousand Four Hundred and Forty-Five Rupees point Eighty Paisa Only) for the year 2014-15 and the unclaimed dividend (interim) of H 34,008.20 (Rupees Thirty-Four Thousand Eight and Twenty Paisa Only) for the year 2015-16 to IEPF. Year-wise amounts of unpaid / unclaimed dividends transferred to IEPF and the corresponding shares, is provided in the Shareholder Information Section of Corporate Governance Report and are also available on Company''s website at www.sparkminda. com.

The details of the nodal officer appointed by the Company under the provisions of IEPF Rules are available on the website of the Company i.e. https://sparkminda.com/wp-content/uploads/2023/01/Investor Grievance Redressal Policy.pdf.

EMPLOYEE STOCK OPTION SCHEME 2017

Your Company with the objective of introducing a longterm incentive tool to attract, motivate, retain talent and reward loyalty, formulated Minda Corporation Limited Employee Stock Option Scheme 2017 ("ESOP 2017") for grant of a maximum of 53,41,840 stock options to the eligible employees of the Company. Nomination and Remuneration Committee of the Company has granted total 44,87,646 stock options to the eligible employees of Minda Corporation Limited and its subsidiaries (Refer note 2.41) of notes to accounts in financial statements. A certificate from the secretarial auditors of the Company that the Scheme has been implemented in accordance with the applicable SEBI Guidelines and the resolution passed by Members would be placed at the Annual General Meeting for inspection by Members. There is no material change in the scheme, the same follows the applicable regulations. The necessary disclosure pursuant to Regulation 14 of the SEBI (Share Based Employee Benefits and sweat equity) Regulations 2021 with regard to Employee Stock Option Scheme of the Company is available at Company''s website i.e. https://sparkminda.com/ wp-content/uploads/2023/07/ESOP Annexure 2022-23.pdf.

DEPOSITS

The Company has neither invited nor accepted any deposits from the public falling within the preview of section 73 of

the Act read with the Companies (Acceptance of Deposits) Rules, 2014 during the year. There is no unclaimed or unpaid deposit lying with the Company as on March 31,2023.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report (MD&A) for the year under review, as stipulated under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of this Annual Report.

CORPORATE GOVERNANCE

Your Company follows the highest standards of Corporate Governance best practices. It adheres to and has implemented the requirements set out by SEBI''s Corporate Governance norms. A separate section on Corporate Governance forms a part of the Directors'' Report.

A certificate confirming the compliance of conditions of Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from Ranjeet Pandey & Associates, Practicing Company Secretaries, is forming part of the Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As per SEBI Circular dated May 10, 2021, a Business Responsibility and Sustainability Report is attached and forming part of this Annual Report.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the Companies Act, 2013 ("the Act") and Indian Accounting Standard (Ind AS) 110 on Consolidated Financial Statements read with Ind AS 28 investment in associate and joint ventures and Ind AS 112 on disclosure of interest in other entities, the audited consolidated financial statement is provided in the Annual Report.

The performance of the Company on consolidated basis is also discussed at length in the Management Discussion and Analysis, which forms part of this Directors'' Report.

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

During the year under review, there was no change in the composition of the Board of Directors and Key Managerial Personnel of the Company.

Mr. Ashok Minda (DIN: 00054727) was re- appointed as Chairman & Group CEO of the Company w.e.f August 01,

2022 for a period of 3 (Three) years as recommended by the Nomination & Remuneration Committee and approved by the Board of Directors in their meeting held on May 17, 2022 which was approved by the shareholders in the last AGM of the company held on July 28, 2022.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Ashok Minda (DIN: 00054727), Chairman and Group CEO of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. Upon his appointment, he will continue to act as Chairman & Group CEO of the Company.

The Company has received declarations of independence from all the Independent Directors confirming that they meet the criteria of independence as prescribed under section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and that they meet the criteria of independence.

The Board is of the opinion that all the Independent Directors of the Company are persons of integrity and possess relevant expertise and experience (including the proficiency) to act as Independent Directors of the Company. The Independent Directors of the Company have confirmed that they have registered with the Indian Institute of Corporate Affairs, Manesar and have included their name in the databank of Independent Directors within the statutory timeline as required under Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Details of the Familiarization Programme Module for Independent Directors is provided in the Corporate Governance Report forming part of the annual report of the Company.

The Board of Directors in their meeting held on August 12, 2019 has designated Mr. Avinash Parkash Gandhi as the Lead Independent Director of the Company. The role of the Lead Independent Director is available on the Company''s website: https://sparkminda.com/wp-content/ uploads/2022/04/Role-of-Lead-Independent-Director.pdf

PERFORMANCE EVALUATION OF THE BOARD, COMMITTEES AND DIRECTORS

The Board of Directors has made a formal annual evaluation of its own performance and that of its committees pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The evaluation was done based on the evaluation criteria formulated by Nomination and Remuneration Committee which includes criteria such as fulfilment of specific functions prescribed by the regulatory framework, adequacy of meetings, attendance and effectiveness of the deliberations etc.

The Board also carried out an evaluation of the performance of the individual Directors (excluding the Director who

was evaluated) based on their attendance, participation in deliberations, understanding the Company''s business and that of the industry and in guiding the Company in decisions affecting the business and additionally in case of Independent Directors based on the roles and responsibilities as specified in Schedule IV of the Companies Act, 2013 and fulfilment of independence criteria and independence from management. The actions emerging from the Board evaluation process were collated and presented before the Chairman of Nomination and Remuneration Committee as well as the Board. Suggestions/feedback concerning strategic, governance and operational matters are actioned upon by the team.

As part of the evaluation process, the performance of nonindependent directors, performance of the Board as a whole, performance of the Committee(s) of the Board and the performance of the Chairman was evaluated by the Independent Directors in a separate meeting of independent directors held on March 28, 2023 considering the views of other directors.

BOARD AND AUDIT COMMITTEE MEETINGS

During the year under review, 4 (four) Board Meetings, 8 (eight) Audit Committee Meetings were convened and held apart from other Committee''s meetings of the Company. The details of all the meetings are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

The calendar of Board and Committee Meetings were prepared and circulated in advance to the Directors.

COMMITTEES OF THE BOARD

As on March 31, 2023, there are 7 (seven) Committees of the Board viz: Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee, Corporate Social Responsibility & Sustainability Committee, Risk Management Committee, Executive Committee and Investment Committee. A detailed note on the composition of the Board and its Committees is provided in the Corporate Governance Report section of this Annual Report.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

Pursuant to the provisions of section 134(3)(e) and Section 178(3) of the Companies Act, 2013 and the SEBI Listing Regulations, the policy of the Company on Directors'' appointment and remuneration, including the criteria for determining qualification, positive attributes, independence of directors and other matters like Board Diversity are given on the website of the Company at https://sparkminda.com/ wp-content/uploads/2020/04/Nomination-Remuneration-and-Board-Diversity-Policy.pdf

The salient features of the Remuneration and Board Diversity

Policy are as under:

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

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

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

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

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

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

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

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

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

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

the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, your Directors confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed and no material departure was made for the same. The financial statements of the Company for the financial year ended March 31, 2023, have been prepared in accordance with Ind AS as prescribed under Section 133 of the Companies Act, 2013 (the "Act"), read with the relevant rules made thereunder and other accounting principles generally accepted in India;

b) Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the period ended on March 31,2023;

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

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

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

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

NATURE OF BUSINESS

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

CODE OF CONDUCT

The Company has in place a comprehensive Code of Conduct ("the Code") applicable to Directors, Independent Directors and Senior Management Personnel. The Code gives guidance and support needed for ethical conduct of business and compliance of law. A copy of the Code is available on the Company''s website at the link: https:// sparkminda.com/wp-content/uploads/2020/04/Code-of-Conduct.pdf. The Chairman & Group CEO of the Company has given a declaration that the member of Board of

Directors and Senior Management Personnel have affirmed compliance with the code of conduct of the Board of directors and Senior Management in terms of Schedule V (D) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

TRANSFER TO RESERVES

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

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the financial year ended on March 31,2023 were on an arm''s length basis and in the ordinary course of business under Section 188(1) of the Act and the Listing Regulations and hence a disclosure in Form AOC-2 in terms of clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is not required. Details of the transactions with Related Parties are provided in the accompanying financial statements note no. 2.40 of Standalone Financial Statement & 2.39 of Consolidated Financial Statement) in compliance with the provision of Section 134(3)(h) of the Act. The policy on Related Party Transactions as approved by the Board may be accessed on the Company''s website at the link: https://sparkminda.com/ wp-content/uploads/2022/02/Annexure-XII-Related Party Transactions Policy.pdf

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

Pursuant to Section 134(3)(g) of the Companies Act, 2013, particulars of loans, guarantees or investments and securities provided under Section 186 of the Companies Act, 2013 along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement (Please refer to Note 2.39A & 2.39B for contingent liability & Note 2.37 to Consolidated Financial Statements).

During the year under review the Company has given loan of H 17 Crore (Rupees Seventeen Crore Only) to Spark Minda Green Mobility Systems Private Limited (Subsidiary Company) at a rate of interest of 8.0% and upon such terms and conditions as may be mutually agreed upon between the Company and Minda Corporation Limited (Refer Note 2.14 of Standalone Financial Statements).

The Company has not given any guarantee or provided any security during the financial year. During the year under review, your Company has invested in 1,91,40,342 (One Crore Ninety One Lacs Forty Thousand Three Hundred Forty Two) equity shares of H 1 (One) each aggregating to H 4,000 million (Four Hundred Crores). Please refer Note 2.4 of Standalone Financial Statements and Consolidated Financial Statements.

CORPORATE SOCIAL RESPONSIBILITY

Spark Minda Foundation (A wholly owned subsidiary of the Company) a non-profit Company registered under Section 8 of the Companies Act, 2013 is the implementing agency for implementation of CSR activities. The details of the CSR initiatives undertaken during the financial year ended 31^stMarch, 2023 and other details required to be given under section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended are given in Annexure-I forming part of this Report.

A detailed discussion on CSR Projects and initiatives are included as a separate section in the Annual Report.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith at Annexure-II to this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The percentage increase in remuneration, ratio of remuneration of each director and Key Managerial Personnel (KMP) (as required under the Companies Act, 2013) to the median of employees'' remuneration, as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given at Annexure-III to this Report.

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

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

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

STATUTORY AUDITORS AND REPORT

At the Annual General Meeting held on July 09, 2021, M/s. S.R. Batliboi & Co. LLP, Chartered Accountants (Firm Registration No. 301003E/E300005) were appointed as Statutory Auditors of the Company to hold office till the conclusion of the 41^st Annual General Meeting of the Company to be held in the calendar year 2026.

The Board of Directors of the Company as per the recommendation of Audit Committee has approved the remuneration payable to S. R. Batliboi & Co. LLP, (FRN:301003E/E300005), Chartered Accountants for the year 2023-24 at H 89,00,000/- (Rupees Eighty-Nine Lacs Only) plus taxes and out of pocket expenses as Statutory Audit fees.

Audit Reports on Standalone Financial Statements and Consolidated Financial Statements are self- explanatory and do not call for any further comments under Section 134 of the Companies Act, 2013. The Auditors Report to the shareholders for the year under review does not contain any qualification. No frauds have been reported by the Auditors under Section 143(12) of the Companies Act, 2013 requiring disclosure in the Board''s Report.

SECRETARIAL AUDITORS AND REPORT

Ranjeet Pandey and Associates, Company Secretaries (FCS-5922; C.P. No. 6087) were appointed to conduct the secretarial audit of the Company for the financial year 202223 as required under Section 204 of the Companies Act, 2013 and Rules made there under. The Secretarial Audit Report for financial year 2022-23 forms part of this Annual Report as Annexure-IV to this Directors'' Report. There is no observation or Negative qualification in the report except the following: -

One of the Independent Director with his wife purchased 469 (Four Hundred Sixty-Nine) equity shares of the Company at the aggregate value of H 1,00,744 (Rupees One Lakh Seven Hundred Forty-Four) in the market during the closure of trading window. On becoming aware, proper intimations were given by the Company to Stock Exchange regarding the non-compliance of SEBI (Prohibition of Insider Trading) Regulations, 2015, Board of directors of the Company was appraised and due penalties were imposed on the independent director and his wife by the Company.

Your directors are of the opinion that the aforesaid observations is self -explanatory and do not call for further explanation.

However, as per the information from the Independent Director these shares were purchased by Motilal Oswal (PMS) by virtue of Power of Attorney issued to them by the Independent Director and his spouse during the closure of trading window. Hence, violation of Code of Conduct under SEBI (Prohibition of Insider Trading) Regulations, 2015. On becoming aware, proper intimations were given by the Company to Stock Exchange regarding the non-compliance of SEBI (Prohibition of Insider Trading) Regulations, 2015, Board of directors of the Company was appraised and due penalties were imposed on the designated person.

An awareness campaign had been launched across all Designated Persons in the Company to avoid such violation in future.

No frauds have been reported by the Auditors under Section 143(12) of the Companies Act, 2013 requiring disclosure in the Board''s Report.

COST AUDITORS

The Board of Directors has appointed Chandra Wadhwa & Co., Cost Accountants as Cost Auditors (Firm Registration No. 00239) for conducting the audit of cost records made and maintained by the Company for the financial year 202324 pursuant to Section 148 of the Companies Act, 2013.

In accordance with the provisions of section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, since the remuneration payable to the Cost Auditor for financial year 2023-24 is required to be ratified by the members; the Board recommends the same for approval by members at the ensuing AGM.

No frauds have been reported by the Auditors under Section 143(12) of the Companies Act, 2013 requiring disclosure in the Board''s Report.

LISTING

Equity Shares of your Company are presently listed at National Stock Exchange of India Limited (NSE) and Bombay Stock Exchange Limited (BSE). The Annual Listing fees for financial year 2023-24 have been paid to the concerned Stock Exchanges.

SECRETARIAL STANDARDS

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

ANNUAL RETURN

The Annual Return of the Company in accordance with Section 92(3) of the Companies Act, 2013 is available on the website of the Company at https://sparkminda.com/annual-returns/

PERFORMANCE OF SUBSIDIARIES The consolidated financial statements of the Company prepared in accordance with the Companies Act, 2013 and applicable accounting standards form part of the Annual Report. The consolidated financial statements include the financial statements of its subsidiary Companies.
During the year under review, there is no	1)	Minda Europe B.V., Netherlands
company which has become or ceased to	2)	Spark Minda Foundation
be its Subsidiary, Joint Ventures or Associate	3)	P T Minda Automotive, Indonesia
Company. The details of subsidiaries,
associates, Joint Ventures as on March 31,	4)	Minda Vietnam Automotive Co. Ltd., Vietnam
2023 is as under:-Subsidiaries	5)	P T Minda Automotive Trading, Indonesia
	6)	Almighty International PTE Limited, Singapore
	7)	Spark Minda Green Mobility Systems Private Limited
	8)	Minda Instruments Limited, India
Jointly control entity / Associate	1)	Minda Infac Private Limited
	2)	Minda Vast Access Systems Private Limited, India
	3)	Furukawa Minda Electric Private Limited, India
	4)	EVQ Point Solutions Private Limited

Pursuant to the provisions of section 136 of the Companies Act, 2013, the financial statements including consolidated financial statements along with the relevant documents and audited accounts of subsidiaries are available on the website of the Company at https://sparkminda.com/annual-reports-of-subsidiaries/

Pursuant to section 129 of the Companies Act, 2013 a statement in Form AOC-1, containing the salient features of the financial statements of the Company''s subsidiaries is attached with the financial statements. The statement provides details of performance and financial position of each of the subsidiaries. The contribution of the subsidiaries to the overall performance of the company is given in the consolidated financial statements.

The Financial Statements of the subsidiaries shall be made available to the shareholders seeking such information and shall also be available for inspection at its Registered Office.

The Policy for determining material subsidiaries as approved may be accessed on the Company''s Website in investor section: https://sparkminda.com/wp-content/uploads/2020/04/ Policy-on-Material-Non-Listed-Subsidiary.pdf

ADEQUACY OF INTERNAL FINANCIAL CONTROL

Internal financial control means the policies and procedures adopted by the Company for ensuring the orderly and

efficient conduct of its business, including adherence to Company''s policies, the safeguarding of its assets, timely prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. The Company has put in place well defined procedures, covering financial and operating functions. Delegation of authority and segregation of duties are also addressed to ensure that the financial transactions are properly authorized. Further the Company has an integrated ERP system connecting head office, plant and other locations to enable timely processing and proper recording of transactions. Physical verification of fixed assets is carried out on a periodical basis. The Internal audit department reviews the effectiveness of the internal control systems and key observations are reviewed by the Audit Committee. These, in the view of the Board, are designed to collectively provide an adequate system of internal financial control with reference to the financial statements commensurate with the size and nature of business of the Company.

RISK MANAGEMENT

The company has developed and implemented a detailed risk management policy for the Company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company as required under the Companies Act, 2013 read with Regulation 21 of the Listing regulations.

The Company has constituted a Risk Management Committee of the Board comprising of an executive director, a Non-executive director (Nominee Director) and an independent director of the Company as required under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee reviews the risk management initiatives taken by the Company on quarterly basis and evaluate its impact and the plans for mitigation. During the year, the Committee met on June 10, 2022, September 23, 2022, December 12, 2022 and March 29, 2023. The Risk Management Policy can be accessed on the Company''s website at the link: https:// sparkminda.com/wp-content/uploads/2022/02/Annexure-XIIA-Risk Management Policy.pdf

This policy forms part of the internal control and corporate governance process of the Company. Basically, the aim of this policy is not to eliminate risks, rather to mitigate the risks involved in the Company activities to maximize opportunities and minimize adversity by considering the following: -

â¢ Identification of risk, define ownership with clearly defined roles and responsibilities;

â¢ Balance between the cost of managing risk and the anticipated benefits;

â¢ Contributing to more efficient use/allocation of capital and resources;

â¢ To encourage and promote a pro-active approach towards risk management;

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

HUMAN RESOURCES

While 2022-23 was the year of accelerating the digital adoption in Human Resources function, the focus was accentuated towards nurturing talent. In FY 2023-24, SPARK MINDA GROUP is on a mission towards relentlessly investing in technological advancements in HR arena to enhance employee experience by raising the bar of every process.

Talent Acquisition & Internal Job Postings: To improve efficacy and adhere transparency, all lateral hiring is being digitalized. From the initial steps of manpower requisition to selection process, all process is being captured with appropriate particulars. Our Core Value is "Nurturing Talent" focuses on providing growth opportunities and support for development of self as well as team. The Internal Job postings are released to be applied by employees to find "Growth Opportunity within the Organization".

Young Spark: The "Young Spark" Campus program was launched to attract young engineers, trainees and professionals to the automobile component industry. The program is now unified in the annual HR calendar. This year the target is to bring 100 Young Spark into the organization.

Diversity & Inclusion: We are pivoting towards Diversity & Inclusion to balance the development of Talent with equal opportunity. SPARK MINDA always endeavors to recruit diversified talent to bring strategic thinking process. "Women in Leadership Role" is an immensely important project incorporated in HR operation for this current year.

HR strategy for Future Readiness: An integrated approach to attract, motivate, engage and retain the right people in the right place at the right time is embedded in our HR strategy to drive our future readiness. Our company''s competitiveness is clearly impacted by People Manager''s ability to Build High Performing Team, Drive Strong Performance Culture, Nurture Internal Talent by effectively deploying the process with adequate tools

Performance Management: SPARK MINDA drives to cultivate and stimulate the environment of "Performance-Oriented Culture" which is constantly impelling to "Pay for Performance. SMART Goal setting with proper periodical Check-In''s is the foremost factor to drive "Passion for Excellence".

Talent Management: Our organization integrates the Performance Management process, Succession planning, Employee engagement, Rewards in one calendar. The output of one will be the input of other resulting the generation of future leaders which is meticulously driven to incubate the leadership acumen.

Talent Review: People Managers act in accordance with Talent Cards of employees to drive the Individual Development Plan for HiPo''s and Performance Improvement Plan for low performers. The Company always maintains a conducive and open environment for Talent Review discussions. SPARK Minda has a legacy to discuss the plan of 30:60:90 days with Senior Management Committee and Executive Committee members

Job Rotation: Job Rotation is part of the core values -"Nurturing Talent". Each year a set of Talent is being rotated between location / function to provide employees an enriched experience. This is enabled by the Talent Review Council''s.

Future Ready People Managers Capability Building: All

people managers act as Talent Champions who believe in our Company''s vision of being a "Preferred Employer". As Talent Champions, we consider employees as equal owners & stakeholders resulting in a "People-Centric Talent Management Process". This aims to build a rich and vibrant inclusive work-culture and also continue to nurture employees towards greater efficiency.

Training and Development Plan: Skill enhancement has been at the core of our organisation which is clearly visible through our comprehensive strategy towards training. Latest technological and process disruptions are appraised. SPARK MINDA emphasizes on Learning Management module: LMS Gurukul to thrive the culture of development and competency mapping for existing roles.

To accomplish organizational business plans, "Associates Learning Development Plan", "Supervisor Skill Development Program" have been institutionalized at a Group Level, spread across a period of 2-3 months with an objective of Strengthening in the area of employee relations, Knowledge & skill developments, Nurturing and capability building, Learning within the Group/Plant.

A structured 6-month intervention "Managerial development Plan -MDP" & "Managerial Excellence Program - MEP" has been initiated to assist experienced managers to move to next Level of leadership. These Program are planned across all manufacturing units by Subject Matter Experts and Trainers.

Workforce planning: Spark Minda emphasizes on the process of analyzing, forecasting, and planning workforce supply and demand, assessing gaps, and determining target talent management interventions to ensure the accomplishment of strategic objectives. This year HR initiative is to compass the Indirect Head Count ~ 25% of total Business Vertical Head Count.

LTS: Our Company prepares a Long-Term Strategy for next 3 to 5 years based on the trend and performance of group with respect to market and technology. The guidelines are issued on annual basis and target is to complete the LTS exercise in January every year.

Budget: Every business vertical while preparing the budget needs to follow the best practices and should align the budget with Industry forecast & Long-term Strategy of the group for the subjected year. Detailed, zero-based, realistic, forward-looking & benchmarked with main competitor''s financial metrics.

Culture: Our Culture is an important part of our existence -We encourage innovation, experience sharing, confronting fearlessly, challenging status quo and taking ownership. We trust our people and we believe that the demonstration & investment in trust is the ultimate expression of care. Emphasis and Evaluation is being considered for setting an agile structure and development to balance all around sustainability.

Engagement: Spark Minda onsets "VIBE" as a social platform of employee engagement. VIBE acts as "MINDA Facebook" to wish birthdays, anniversaries, circulate notice, organise quiz and to upload events and engagements at group level.

ESG: To balance the development among social, economic and environmental sustainability, various activities in CSR and employee engagement covered to ensure attainment of Sustainable Development Goals.

Policies and Value: Our organization is proud of "Living Our Values" - "Passion for Excellence", "Nurture Talent, competency and willingness", "Respect and Humility". These are engrained in every employee and in their every action. We celebrate our essential values through policies

and procedures implemented with utmost discipline. POSH - Prevention of Sexual Harassment and Whistle-blower Policy are some of our foremost policies. We ensure the safety of our employees as a priority, and are committed towards ensuring a harmonious and productive work environment.

We follow a Culture of Strategic Thinking, Business Acumen, Enabling Change, Passion & Execution, Team Orientation and being ''One SPARK MINDA GROUP'' which enable us to be a closely-knit group.

AWARDS

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Our Company is committed to the highest standards of ethical, moral and legal business conduct. Accordingly, Vigil Mechanism/Whistle Blower Policy was formulated which provides a platform to all the stakeholders (employees, directors, customers, vendors etc.) of group to raise their genuine concerns & grievances, to build and strengthen a culture of strong governance, transparency and trust within the organization by disclosing information internally without fear of reprisal or victimization. The purpose of this Policy is to provide a framework to promote responsible whistle blowing by stakeholders. The policy is consistent with the relevant provisions of the Companies Act, 2013 and the Listing Agreement with the Stock Exchanges in India. The policy also provides direct access to the whistle blower ombudsman and Chairperson of the Audit Committee through e-mail, post and telephone for reporting any matter and no personnel has been denied access to the audit committee during the year under review. The Audit Committee reviews reports including action plan under this policy.

During the year, Company''s Compliance programme was further strengthened by assessing the existing policies and procedures from an Anti-Bribery and Anti-Corruption perspective. Based on the assessment, Company further instituted in place an Anti-Bribery and Anti-Corruption ("ABAC") policy in line with the leading industry practices and applicable laws such as The Prevention of Corruption Act, 1988, The Foreign Corrupt Practices Act (US), 1977 and the UK Bribery Act, 2010. Subsequent to the institutionalization of the ABAC policy, Company plans to conduct entity-wide trainings educating the employees about the applicability of laws, importance of its abidance and guidance in place to safeguard Company from the associated risks.

The policy encourages the employees and other parties to report, which he/ she believes; shows serious "Concern / Disclosure" without any fear of retaliation within the company.

The same has also been displayed on the website of the Company and the link for the same is: https://sparkminda. com/wp-content/uploads/2022/04/Whistle Blower Policy unsigned.pdf

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE POLICY

As per the requirement of "The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (''Act'')" and Rules made there-under, your Company has constituted Internal Complaint Committees (ICC). The Company has zero tolerance for sexual harassment at workplace. While maintaining the highest governance norms, the Company has also appointed external independent persons, who have requisite experience in handling such matters. During the year, the Company has received 1 (One) complaint of sexual harassment, which has been resolved.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

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

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

3. Neither the Executive Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries. Ms. Pratima Ram, Independent Director of the company also holds position of Independent Director on the board of Minda Instruments Limited (Formerly known as Minda Stoneridge Instruments Limited) receives sitting fee for attending Its Board/Committee Meetings.

4. No significant material orders have been passed by the regulators or court(s) or tribunal(s) which would impact the going concern status of the Company and its future operations.

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

6. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with status at the end of the financial year: NOT APPLICABLE

7. Details of difference between the amount of valuation done at the time of one-time settlement and valuation done while taking loan from the Banks or Financial Institutions along with reasons thereof: NOT APPLICABLE

8. Your Company has not given, whether directly or

indirectly and whether by means of a loan, guarantee, the provision of security or otherwise, any financial assistance for the purpose of, or in connection with, a purchase or subscription made or to be made, by any person of or for any shares in the Company.

EVENT OCCURRED AFTER BALANCE SHEET DATE

No major events have occurred after the date of balance sheet of the Company for the year ended on March 31,2023.

MATERIAL CHANGES AND COMMITMENTS

Pursuant to Section 134(3)(l) of the Companies Act,2013 there is no material change and commitment, affecting the financial position of the company which has occurred between the end of the financial year i.e. March 31, 2023 and the date of this report.

APPRECIATIONS AND ACKNOWLEDGMENTS

Your Directors place on record their appreciation of the invaluable contribution made by the Company''s employees which made it possible for the Company to achieve these results. They would also like to take this opportunity to thank customers, dealers, suppliers, bankers, financial institutions, business associates and valued shareholders for their continued support and encouragement.

For and on behalf of the Board of Minda Corporation Limited

Sd/-

Ashok Minda

Place: Noida Chairman & Group CEO

Date: May 19, 2023 DIN: 00054727

Mar 31, 2022

Your Directors have pleasure in presenting the 37th (Thirty seventh) Annual Report on the business and operations of the Company together with the audited financial statements for the financial year ended March 31, 2022.

FINANCIAL SUMMARY
				(Amount H in Million)
Particulars	Standalone		Consolidated
Particulars	31.03.2022	31.03.2021	31.03.2022	31.03.2021
1 Income
(a) Revenue from operations	27,348	22,888	29,759	23,679
(b) Other income	463	303	242 30,001 6500	332
Total income	27,811	23,191		24,011
2 Profit from operation before Interest, Depreciation, Other Expenses, taxes and share of profit/ (loss) of joint ventures/associate	6,201	5,056		5,259
3 Finance costs	305	358	309	358
4 Depreciation and amortization expense	1,028	897	1,120	936
5 Other expenses	3088	2,666	3313	2,757
6 Exceptional Income	-	-	327	-
7 Profit from continuing operations before share of profit of joint ventures/ associate and taxes	1,780	1,135	2,085	1,208
8 Share of profits of joint ventures/associate (net of taxes)	-	-	74	39
9 Profit from continuing operations before income tax	1,780	1,135	2,159	1,247
10 Tax expense
(a) Current tax	463	322	547	327
(b) Deferred tax	(66)	(17)	(90)	(15)
(c) Tax adjustments related to earlier years	(219)	(7)	(217)	0
Total tax expense	178	298	240 1,919	312
11 Profit from continuing operations	1,602	837		935
12 Loss from discontinued operations before exceptional item and income tax	-	-		9
13 Exceptional item	-	-	-	(416)
14 Loss from discontinued operations (before tax)	-	-	-	(407)
15 Tax expense related to discontinued operations	-	-	-	-
16 Loss from discontinued operations (after tax)	-	-	-	(407)
17 Profit/(loss) for the year	1,602	837	1,919	528
18 Other comprehensive income
(a) Items that will not be reclassified subsequently to profit or loss
-Remeasurement of defined benefit liabilities	(8)	-	(4)	3
-Income tax relating to items that will not be reclassified subsequently to profit or loss	2	-	1	(1)
Share of remeasurement of defined benefit liabilities (net of tax) of an associate and joint ventures	-	-	1	3
-Net other comprehensive income not to be reclassified subsequently to profit or loss	(6)	-	(2)	5
(b) Items that will be reclassified subsequently to profit or loss
-Exchange Difference in translating financial statement of continuing foreign operations	-	-	31	39
-Exchange Difference in translating financial statement of discontinued foreign Operations	-	-	-	368
-Net other comprehensive income to be reclassified subsequently to profit or loss	-	-	-	407
19 Other comprehensive income for the year (net of tax)	(6)	-	29 1,948	412
20 Total comprehensive income for the year	1,596	837	29 1,948	940
For details, refer Notes to Accounts forming part of this Annual Report.

COMPANY PERFORMANCE

The financial statements have been prepared as per the IND-AS prescribed by the Institute of Chartered Accountants of India (ICAI).

Standalone Financials: During the year under review, your Company has achieved a turnover of H 27,348 Million against H 22,888 Million during previous year registering a growth of 19.5%.

The Company has reported a Profit of H 1,602 Million as against Profit of H 837 Million during previous year with an increase of 91.4% over the previous year. FY 22 standalone profit includes exceptional income of H 219 Million on account of reversal of tax provision in respect of certain expenses of discontinued business in earlier years considered as disallowed while recognizing tax expenses in the books of accounts in earlier years on a conservative basis and dividend income of H 198 Million.

Consolidated Financials: During the year under review, your Company has achieved a consolidated turnover of H 29,759 Million against H 23,679 Million during previous year registering a growth of 25.7%.

The Company reported a Profit of H 1,919 Million from continuing operations as against Profit of H 935 Million earned during previous year with an increase of 105.2% over the previous year. FY 22 consolidated profit includes an exceptional income of H 327 Million on account of fair valuation of Minda Instruments Limited (Formerly known as Minda Stoneridge Instruments Limited) and an exceptional income of H 217 Million on account of reversal of tax provision in respect of certain expenses of discontinued business in earlier years considered as disallowed while recognizing tax expenses in the books of accounts in earlier years on a conservative basis.

DIVIDEND

The Board of Directors of your Company has recommended a final dividend of H 0.70 per share (i.e. @ 35%) on 239,079,428 Equity Shares of H 2/- each fully paid up for the year ended March 31, 2022. The dividend proposal is subject to the approval of members at the ensuing Annual General Meeting scheduled to be held on July 28, 2022. This is in addition to the interim dividend of H 0.30/- (i.e. @ 15%) per equity share declared by the Board in its meeting held on February 04, 2022. The total dividend for FY 22 aggregates to H 1/- (i.e @ 50%) per equity share as against H 0.65 per share (i.e. @ 32.5%) per equity share paid for the last year.

DIVIDEND DISTRIBUTION POLICY

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

JOINT VENTURE(S) AND COLLABORATION(S)

Acquisition of entire stake in Minda Instruments Limited (Formerly known as Minda Stoneridge Instruments Limited) to strengthen core business and expand technical collaboration with Stoneridge Inc, USA

During the year under review your Company has acquired balance equity stake of 49% in Minda Instruments Limited (âMILâ) (Formerly known as Minda Stoneridge Instruments Limited). Therefore, MIL has become wholly owned subsidiary of the Company w.e.f. December 31, 2021. Your company has signed Termination Agreement, Share Purchase Agreement and Technical Assistance and License Agreement with Stoneridge Inc. U.S.A. Minda Corporation has increased stake in Minda Stoneridge to strengthen its core business. The acquisition will be value accretive for shareholders as financial performance of group will strengthen. Your Company will continue to have perpetual license of all existing technology licenses granted by Stoneridge Inc and continue Technical Collaboration with Stoneridge Inc for future products. This initiative has been taken in line with our vision to grow in advanced technological products i.e. Sensors & Clusters.

Acquisition of equity from Stoneridge Inc. in MIL will provide the following benefits to your Company: -

â¢ Flexibility to enter into partnerships/collaboration with other players for advanced technology in clusters and Sensors.

â¢ Enable Company to do line by line consolidation of financials of Target Company.

â¢ Better utilization of funds/cash and overall ROCE accretive to Company

â¢ Free access to highly growing global market of clusters and sensors.

â¢ Continuation of Technical relationship with Stoneridge Inc., USA

Joint ventures with Infac Elecs co. Ltd, Republic of Korea

During the year under review, your Company has entered into and signed a Joint Venture Agreement with Infac Elecs co. Ltd, Republic of Korea on June 08, 2021 for manufacturing of Antenna for automotive vehicles. This JV is now operational through incorporation of a new joint venture entity i.e. Minda Infac Private Limited (JV Company) whose main object is to design, develop, manufacture, install, assemble, produce, conceptualize, test, service, distribute, market, promote, offer and sell (either by wholesale or retail) the Shark Fin Antenna -Micro Pole Antenna, LF Antenna & Switch Assembly, GPS Antenna, Advance Antenna (Products) in India. Presently JV has exclusive rights for Indian Territory. JV company was incorporated on 10th day of August, 2021. The ratio of shareholding in the said JV Company is 51:49 held by Minda Corporation Limited and Infac Elecs Co Ltd, Republic of Korea respectively. The paid-up share capital of Minda Infac Private Limited is INR 5,00,00,000 (Rupees Five Crores Only) as on March 31, 2022. The said JV company is being managed jointly by both the parties through the Board of directors consisting of (2) two directors nominated by each party. The rational and the expected benefits from this joint venture are as under:

â¢ Benefits of combined intelligence

â¢ Expertise of Shared Knowledge

â¢ Rewarding experience from diverse markets.

â¢ The partnership aims to capitalize on the opportunities for growth in automotive safety, connected & autonomous technologies. Connectivity-based safety features such as remote keyless entry, V2V & V2X communication will spur demand for devices like antennas products and solutions. The joint venture will offer multiple Antenna products like Rod Antenna, Micro Pole Antenna, Shark Fin Antenna, LF Antenna, etc.

â¢ The joint venture will manufacture the antennas locally from the newly set up state-of-the-art manufacturing unit in Pune.

Acquisition of equity stake in EVQPoint Solutions Private Limited

During the year under review, Minda Corporation Limited through its wholly owned subsidiary Spark Minda Green Mobility Systems Private Limited, has entered into definitive agreements with EVQPoint Solutions Private Limited (EVQPOINT) for acquiring equity stake in charging solutions startup EVQPOINT.

EVQPOINT is an Indian Start-Up founded in 2019. EVQPOINT provides smart electric vehicle charging products and solutions indigenously designed and developed, to meet the growing needs of eMobility market in India and worldwide. EVQPOINT is a one-stop solution for electric vehicle portable chargers, DC fast chargers, and smart charging stations integrated with charge management system, mobile app, and interoperable tools. EVQPOINT caters to needs of Electric Vehicle-OEMS, Battery-OEMs and establishment of vehicle charging networks for fleets, workplaces, homes, commercial complexes, and any urban infrastructure such as educational institutions, hospitals, and public parking lots.

The investment will see Spark Minda Group, become EVQPOINTâs exclusive technology and manufacturing partner for battery chargers and EV supply equipment. This strategic partnership will position Spark Minda to capitalize on the accelerating shift to electric mobility and further bolster its position as a one stop shop for comprehensive charging solutions for EVs including fast charging feature. As on March 31, 2022 Spark Minda Green Mobility Solutions holds 29.55% Equity Stake as on March 31, 2022. Mr. Aakash Minda has been appointed as non-executive director on the Board of EVQPOINT.

INDUSTRY UPDATE.

The auto component industry remains cautiously optimistic for the growth of the industry in the last fiscal year despite concerns of another wave of the pandemic. Despite resurgence of demand for vehicles, supply-side issues of availability of semiconductors, increasing input costs, rising logistics costs and availability of containers, among others, continue to hamper recovery in the automotive sector. The auto component industry, against this backdrop, displayed remarkable resilience. Increased value-addition to meet regulatory compliance, fast recovery in

external markets and traction in the domestic aftermarket have contributed to the growth of the sector.

Industry and the government walk as partners in the story of development. Upholding this very sentiment, the government presented a story of growth in its Union Budget for FY23, with a slew of measures and plans to push industrial growth in India, giving it the edge to walk tall among global economies. The year 2022 stands at the precipice of change for the entire automotive industry across the globe, with disruption visible across quarters. The India picture in this is one of technological and infrastructure growth.

As the industry looks to move beyond the impact of COVID-19, some concerns remain over subsequent mutations of the virus, along with the ongoing shortage of semiconductors, and fluctuating input costs. The positives, however, outweigh the negatives as we look at the year with cautious optimism.

The shift in demand away from diesel and petrol to electric vehicles is clear. To mitigate air pollution and climate change, several countries in Europe have banned the sale of new diesel vehicles and implemented generous tax incentives for the use of electric vehicles.

IMPACT OF COVID-19

The COVID-19 epidemic has pushed the global economy and humanity into a disaster. In the attempt to control this pandemic, the governments of various countries have imposed a nationwide lockdown. Although the lockdown may have assisted in limiting the spread of the disease, it has brutally affected the country, unsettling complete value-chains of most important industries. The epidemic is having a foremost impact on all features of industries which includes the automobile sector, with key manufactures either completely close following the orders passed by local governments or running an organization with least staff at manufacture units to remain their personnel secure. Over the last 2 years, the automobile field had already undergone significant delay due to structural modification openings with the goods and services tax, axle-load reforms, shift to shared mobility, liquidity crunch, and so on industries had faced major effect. Extended truncation of customer demand due to the lockdown is observed drastically distressing auto manufacturers. The majority of the companies are starving the support of R&D (Research and development) to maintain core functions and potentially getting back the growth made on mobility technologies as well as alternate fuels. The factors such as household income, travel vulnerabilities and epidemic severity in local regions have influenced the purchase decision making process of individuals.

Post Lockdown, as the number of COVID-19 cases were reduced and launching of Corona Virus vaccine, your Company ramped up the operations with strict adherence to safety protocols.

The Company has issued safety guidelines for its employees and workers.

- All safety protocol related to COVID-19 as advised by the government are already implemented and being followed.

- Detailed shop-floor precautions & safety systems have been implemented with appropriate training to staff and workmen.

CREDIT RATING

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

- Regular Fumigation of offices and shop floors is being carried out.

- Social distancing norms being strictly followed at factories and offices.

- Sanitization and thermal screening of employees, truck drivers, other entrants and sanitization of loading vehicles at the entry gate of factories.

- Bus Transports were being used with 50% capacity to ensure distance among passengers in its Offices.

- All working area is hygienic. Sanitizer & soaps in sufficient quantity at all common points.

- No Physical Meeting - Use VC, Teams for meeting

- Roaster and Work from home depending on severity of cases in the cities where we operate

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

India Ratings & Research (Ind-Ra) have re-affirmed the credit rating during the year under review whereas CRISIL has changed the outlook to Positive from Stable while maintaining the LongTerm Rating to A . Crisil has upgraded the Rating of Short Term from CRISIL A1 to CRISIL A1 .

SHARE CAPITAL

The paid-up Equity Share Capital as on 31st March, 2022 is H 478,158,856/- (Rupees Four Hundred Seventy-Eight Million One Hundred Fifty-Eight Thousand and Eight Hundred Fifty-Six Only) divided into H 239,079,428/- (Rupees Two Hundred Thirty-Nine Million Seventy-Nine Thousand Four Hundred Twenty-Eight Only) Equity Share of H 2/- each. The authorized share capital of the Company is to an aggregate amount of (Rupees One Thousand Five Hundred Seventy Seven Million Only) and the authorized share capital of the Company has been re-classified as divided into 692,500,000 (Six Hundred Ninety Two Million and Five Hundred Thousand only) equity shares of H 2/- (Rupees Two only) each aggregating to H 1,385,000,000/- (Rupees One Thousand Three Hundred Eighty Five Million Only) and 240,000 preference shares of H 800/- (Rupees Eight Hundred only) each aggregating to H 192,000,000/- (Rupees One Hundred Ninety Two Million Only).

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (âthe IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF, established by the Government of India, after the completion of seven years. Further, according to the IEPF Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. During the year under review, the Company has transferred the unclaimed dividend of

H 22, 442 (Twenty-Two Thousand Four Hundred and Forty-Two Rupees Only) along with 11,221 (Eleven Thousand Two Hundred and Twenty-One) equity shares for the year 2013-14 and the unclaimed dividend (interim) of H 35,826.80 (Rupees Thirty-Five Thousand Eight Hundred Twenty-Six Rupees and Eighty Paisa Only) along with 20 (Twenty) equity shares for the year 201415 to IEPF Authority. Year-wise amounts of unpaid / unclaimed dividends transferred to IEPF and the corresponding shares, is provided in the Shareholder Information Section of Corporate Governance Report and are also available on Companyâs website at www.sparkminda.com.

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

EMPLOYEE STOCK OPTION SCHEME 2017

Your Company with the objective of introducing a long-term incentive tool to attract, motivate, retain talent and reward loyalty, formulated Minda Corporation Limited Employee Stock Option Scheme 2017 (âESOP 2017") for grant of a maximum of 5,341,840 stock options to the eligible employees of the Company. Nomination and Remuneration Committee of the Company has granted total 4,040,000 stock options to the eligible employees of Minda Corporation Limited and its subsidiaries. A certificate from the secretarial auditors of the Company that the Scheme has been implemented in accordance with the applicable SEBI Guidelines and the resolution passed by Members would be placed at the Annual General Meeting for inspection by Members. There is no material change in the scheme, the same follows the applicable regulations. The necessary disclosure pursuant to Regulation 14 of the SEBI (Share Based Employee Benefits and sweat equity)Regulations 2021 with regard to Employee Stock Option Scheme of the Company is available at Companyâs website i.e. www.sparkminda.com.

FIXED DEPOSITS

The Company has neither invited nor accepted any deposits from the public falling within the preview of section 73 of the Act read with the Companies (Acceptance of Deposits) Rule 2014 during the year. There is no unclaimed or unpaid deposit lying with the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Managementâs Discussion and Analysis Report (MD&A) for the year under review, as stipulated under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of this Annual Report.

CORPORATE GOVERNANCE

Your Company follows the highest standards of Corporate Governance best practices. It adheres to and has implemented the requirements set out by SEBIâs Corporate Governance norms. A separate section on Corporate Governance forms a part of the Directorsâ Report.

BUSINESS RESPONSIBILITY REPORT

As stipulated under Regulation 34 of SEBI (Listing obligations and disclosure requirements) Regulations, 2015, the Business Responsibility Report describing the initiatives taken by the Company from environmental, social and governance perspective forms part of this Annual Report.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the Companies Act, 2013 (âthe Act") and Indian Accounting Standard (Ind AS) 110 on Consolidated Financial Statements read with Ind AS 28 investment in associate and joint ventures and Ind AS 112 on disclosure of interest in other entities, the audited consolidated financial statement is provided in the Annual Report.

The performance of the Company on consolidated basis is also discussed at length in the Management Discussion and Analysis, which forms part of this Directors Report.

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

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Aakash Minda (DIN: 06870774), and Mr. Naresh Kumar Modi (DIN 00089536) Directors of the Company retire by rotation and being eligible, offer themselves for re-appointment.

Mr. Ashok Minda (DIN: 00054727) has been appointed as Chairman & Group CEO of the Company w.e.f August 01, 2022 for a period of 3 (Three) years as recommended by the Nomination & Remuneration Committee and approved by the Board of Directors in their meeting held on May 17, 2022 subject to the approval by shareholders of the Company.

The approval of shareholders is being obtained for his reappointment at the forthcoming Annual General Meeting of the Company by way of Special Resolution.

The Board of Directors in their meeting held on August 12, 2019 has designated Mr. Avinash Parkash Gandhi as the Lead Independent Director of the Company. The role of the Lead Independent Director is available on the Companyâs website https://sparkminda.com/wp-content/uploads/2022/04/Role-of-Lead-Indepenent-Director.pdf

DECLARATION BY INDEPENDENT DIRECTORS

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

BOARD EVALUATION

A formal evaluation of the performance of the Board, itâs Committees, the Chairman and the individual Directors was carried out for FY 2021-22 pursuant to the corporate governance requirements as prescribed in the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 Led by the Nomination & Remuneration Committee. The evaluation was carried out using individual questionnaires covering, amongst others, composition of Board, conduct as per company values & beliefs, contribution towards development of the strategy & business plan, risk management, receipt of regular inputs and information, codes & policies for strengthening governance, functioning, performance & structure of Board Committees, skill set, knowledge & expertise of Directors, preparation & contribution at Board meetings, leadership etc.

Further, the Committees were evaluated in terms of receipt of appropriate material for agenda topics in advance with right information and insights to enable them to perform their duties effectively, updating to the Board on key developments, major recommendations & action plans, stakeholder engagement, devoting sufficient time & attention on its key focus areas with open, impartial & meaningful participation and adequate deliberations before approving important transactions & decisions. The performance evaluation of the respective Committees and that of Independent and Non-Independent Directors was done by the Board excluding the Director being evaluated. The actions emerging from the Board evaluation

process were collated and presented before the Chairman of Nomination and Remuneration Committee as well as the Board. Suggestions/feedback concerning strategic, governance and operational matters are actioned upon by the team.

BOARD AND COMMITTEE MEETINGS

During the year under review, 8 (eight) Board Meetings, 6 (six) Audit Committee Meetings were convened and held apart from other Committeeâs meetings of the Company. The details of all the meetings are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

The calendar of Board and Committee Meetings were prepared and circulated in advance to the Directors.

COMMITTEES OF THE BOARD

As on March 31, 2022, there are 7 (seven) Committees of the Board viz: Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee, Corporate Social Responsibility & Sustainability Committee, Risk Management Committee, Executive Committee and Securities Issue Committee. A detailed note on the composition of the Board and its Committees is provided in the Corporate Governance Report section of this Annual Report.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

Pursuant to the provisions of section 134(3)(e) and Section 178(3) of the Companies Act, 2013 and the SEBI Listing Regulations, the policy of the Company on Directorsâ appointment and remuneration, including the criteria for determining qualification, positive attributes, independence of directors and other matters like Board Diversity are given on the website of the Company at https://sparkminda.com/wp-content/uploads/7070/04/ Nomination-Remuneration-and-Board-Diversity-Policy.pdf

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

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

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

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

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

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

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

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

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

DIRECTORS'' RESPONSIBILITY STATEMENT

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

Companies Act, 2013, with respect to Directorsâ Responsibility

Statement, your Directors confirm that:

under Section 133 of the Companies Act, 2013 (the âAct"), read with the relevant rules made thereunder and other accounting principles generally accepted in India;

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

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

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

NATURE OF BUSINESS

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

CODE OF CONDUCT

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

TRANSFER TO RESERVES

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

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the financial year ended on March 31, 2022 were on an armâs length basis and in the ordinary course of business under Section 188(1) of the Act and the Listing Regulations. Details of the transactions

with Related Parties are provided in the accompanying financial statements note no. 2.40 of Standalone Financial Statement & 2.39 of Consolidated Financial Statement) in compliance with the provision of Section 134(3)(h) of the Act. The policy on Related Party Transactions as approved by the Board may be accessed on the Companyâs website at the link:https://sparkminda.com/ wp-content/uploads/2022/02/Annexure-XII-Related Party Transactions Policy.pdf

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

Pursuant to Section 134(3)(g) of the Companies Act, 2013 particulars of loans, guarantees or investments and securities provided under Section 186 of the Companies Act, 2013 along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement (Please refer to Note 2.39 A for contingent liability, 2.4 and 2.5 to the Standalone Financial Statements & 2.37 for contingent liability, 2.4 to Consolidated Financial Statments).

CORPORATE SOCIAL RESPONSIBILITY

Your Company has the policy of giving back to the society and has carried a host of CSR activities this year. In line with the requirement of Section 135 of the Companies Act, 2013, your Company having a Corporate Social Responsibility & Sustainability Committee. The details of Committee are provided in Corporate Governance Report. The CSR Policy of the Company is available on its website at the link: Spark Minda Foundation (A wholly owned subsidiary of the Company) a non-profit Company registered under Section 8 of the Companies Act, 2013 is the implementing agency for implementation of CSR activities. A robust system of reporting and monitoring has been put in place to ensure effective implementation of planned CSR initiatives. During the year, the Company has spent H 38.62 Million on CSR activities through its implementing agency as per annexed herewith at Annexure-I to this report.

A detailed discussion on CSR Projects and initiatives are included as a separate section in the Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The percentage increase in remuneration, ratio of remuneration of each director and Key Managerial Personnel (KMP) (as required under the Companies Act, 2013) to the median of

employeesâ remuneration, as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given at Annexure-III to this Report.

STATUTORY AUDITORS AND REPORT

At the Annual General Meeting held on July 09, 2021, M/s. S.R. Batliboi & Co. LLP, Chartered Accountants (Firm Registration No.301003E/E300005) were appointed as Statutory Auditors of the Company to hold office till the conclusion of the 41st Annual General Meeting of the Company to be held in the calendar year 2026.

Audit Reports on Standalone Financial Statements and Consolidated Financial Statements are self- explanatory and do not call for any further comments under Section 134 of the Companies Act, 2013. The Auditors Report to the shareholders for the year under review does not contain any adverse qualification. No frauds have been reported by the Auditors under Section 143(12) of the Companies Act, 2013 requiring disclosure in the Boardâs Report.

SECRETARIAL AUDITORS AND REPORT

Ranjeet Pandey and Associates, Company Secretaries (FCS-5922; C.P. No. 6087) were appointed to conduct the secretarial audit of the Company for the financial year 2021-22 as required under Section 204 of the Companies Act, 2013 and Rules made there under. The Secretarial Audit Report for financial year 2021-22 forms part of this Annual Report as Annexure-IV to this Directorsâ Report. There is no observation or Negative qualification in the report except the following: -

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards etc. mentioned above subject to the following observations:

1. One of the employees has sold 6,000 (Six Thousand) equity shares of the Company at the aggregate value of Rs. 8,26,843 (Rupees Eight Lakh Twenty-Six Thousand Eight Hundred Forty-Three) in the market during the closure of trading window. On becoming aware, proper intimations

were given by the Company to Stock Exchange regarding the non-compliance of SEBI (Prohibition of Insider Trading) Regulations, 2015, Board of directors of the Company was appraised and due penalties were imposed on the employee of the Company;

2. One of the relative of Designated Employee sold 500 equity shares of the Company during the closure of trading window. On becoming aware, proper intimations were given by the Company to Stock Exchange regarding the non-compliance of SEBI (Prohibition of Insider Trading), Board of directors of the Company was appraised and due penalties were imposed on the relative of designated employee.

Your directors are of the opinion that the aforesaid observations are self -explanatory and do not call for further explanation. An awareness campaign had been launched across all Designated Persons to avoid such violation in future.

COST AUDITORS

The Board of Directors has appointed Chandra Wadhwa & Co., Cost Accountants as Cost Auditors (Firm Registration No. 00239) for conducting the audit of cost records made and maintained by the Company for the financial year 2022-23 pursuant to Section 148 of the Companies Act, 2013.

In accordance with the provisions of section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, since the remuneration payable to the Cost Auditor for financial year 202223 is required to be ratified by the members; the Board recommends the same for approval by members at the ensuing AGM.

LISTING

Equity Shares of your Company are presently listed at National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). The Annual Listing fees for financial year 2022-23 have been paid to the concerned Stock Exchanges.

SECRETARIAL STANDARDS

ANNUAL RETURN

The Annual Return of the Company in accordance with Section 92(3) of the Companies Act, 2013 is available on the website of the Company at https://sparkminda.com/annual-returns/

SUBSIDIARIES, JOINT VENTURE AND ASSOCIATES

Pursuant to Section 129 of the Companies Act, 2013 a statement in the prescribed Form-AOC-1, relating to subsidiaries and Joint Ventures for the year ended on March 31, 2022 has been attached

with the Consolidated Financial Statements of the Company for the financial year ended March 31, 2022.

The Financial Statements of the subsidiaries shall be made available to the shareholders seeking such information and shall also be available for inspection at its Registered Office.

The Policy for determining material subsidiaries as approved may be accessed on the Companyâs Website in investor section: https://sparkminda.com/wp-content/uploads/2020/04/Policy-on-Material-Non-Listed-Subsidiary.pdf

INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

RISK MANAGEMENT

The Company has a Risk Management Committee pursuant to the provisions of SEBI (Listing obligations and Disclosures Requirements), Regulations 2015 to assess risk and to make mitigation procedures. The Risk Management Policy can be accessed on the Companyâs website at the link: https:// sparkminda.com/wp-content/uploads/2022/02/Annexure-XIIA-Risk Management Policy.pdf

â¢ Identification of risk, define ownership with clearly defined roles and responsibilities;

â¢ Balance between the cost of managing risk and the anticipated benefits;

â¢ Contributing to more efficient use/allocation of capital and resources;

â¢ To encourage and promote a pro-active approach towards risk management;

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

HUMAN RESOURCES

While 2021-22 was a year of reinventing HR and solidifying its new role, 2022-23 is going to be all about pushing the boundaries of how HR can add value. The year 2022 had been topsy turvy one. HR was at the forefront of initiatives to respond to a wide range of internal and external transformative trends, from employee well-being to new workforce models and social justice.

Spark Minda has always focused on improving employee

wellbeing while they adapt to the new normal in 2021-2022. Staying connected with employees, leadership connects and employee motivation are the key focus areas. As a team, HR has insight and influence to all the different things that impact how an employee feels when they come to work, throughout their time at an organization

The HR initiatives continue to focus on hiring the talent with the right attitude, develop and groom them and build the leadership pipeline. We have digitalised our learning initiatives and launched âSPARK MINDA GURUKULââ (LMS) in HRIS. We are also striving to bring in more women employees at senior roles. We have worked towards becoming a performance-driven organization. We have also digitalised our Recruitment process to ease the functioning of hiring in the process.

Whether it is through driving better collaboration in the new era of work, facilitating better career experience, creating internal marketplaces to ease the pressure caused by talent shortages, owning business transformation, or delivering inclusive and purpose-driven organizations to provide equitable benefits, we are part of the solution.

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

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

AWARDS

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Our Company is committed to the highest standards of ethical, moral and legal business conduct. Accordingly, Vigil Mechanism/ Whistle Blower Policy was formulated which provides a platform to all the stakeholders of group to raise their genuine concerns & grievances, to build and strengthen a culture of strong governance, transparency and trust within the organization by disclosing information internally without fear of reprisal or victimization. Also, safeguard the Spark Minda Group (SMG) against such practice which may lead to any adverse or negative impact on the group. The policy is consistent with the relevant provisions of the Companies Act, 2013 and the Listing Agreement with the Stock Exchanges in India. The policy also provides direct access to the whistle blower ombudsman and Chairperson of the Audit Committee and no personnel has been denied access to the

audit committee during the year under review.

The policy encourages the employees and other parties to report, which he/ she believes; shows serious âConcern / Disclosure" without any fear of retaliation within the company.

Some of the examples of the issues are listed below which may form part of Concern/ Disclosure:

â¢ Any unlawful act, whether criminal (e.g. theft) or a breach of the civil law (e.g. insult or defamation)

â¢ Breach of any policy or manual or code of conduct with an intent to gain personal advantage or causing loss to the company

â¢ Health and safety risks, including risks to the public as well as other employees (e.g. faulty electrical equipment)

â¢ Fraud and corruption (e.g. to solicit or receive any gift/ reward as a bribe)

â¢ Gross wastage or misappropriation/ unofficial usage of company funds/assets

â¢ Manipulation of Company data/records, questionable accounting/ financial reporting fraud

â¢ Leaking confidential or proprietary information

â¢ Any instance of failure to comply with legal or statutory obligation either for and on behalf of the Spark Minda Group or in any personal capacity in the course of discharging duties

â¢ Abuse of power (e.g. sullying/ harassment/ Threat)

â¢ Any other activity which is prohibited in company premises

â¢ Any undue favour or restrain based on caste, religion and gender

Note: The above list is illustrative and should not be considered as exhaustive

The same has also been displayed on the website of the Company and the link for the same is: https://sparkminda.com/wp-content/ uploads/2022/04/Whistle Blower Policy unsigned.pdf

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE POLICY

As per the requirement of âThe Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (âActâ)" and Rules made there-under, your Company has constituted Internal Complaint Committees (ICC). The Company has zero tolerance for sexual harassment at workplace. While maintaining the highest governance norms, the Company has also appointed external independent persons, who have requisite experience in handling such matters. During the year, the Company has not received any complaint of sexual harassment.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

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

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

3. Neither the Executive Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries except Ms. Pratima Ram, who receives sitting fees from Minda Instruments Limited (Formerly known as Minda Stoneridge Instruments Limited).

4. No significant material orders have been passed by the regulators or court(s) or tribunal(s) which would impact the going concern status of the Company and its future operations.

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

6. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with status at the end of the financial year: NOT APPLICABLE

7. Details of difference between the amount of valuation done at the time of one time settlement and valuation done while taking loan from the Banks or Financial Institutions along with reasons thereof: NOT APPLICABLE

EVENT OCCURRED AFTER BALANCE SHEET DATE

No major events have occurred after the date of balance sheet of the Company for the year ended on March 31, 2022.

APPRECIATIONS AND ACKNOWLEDGMENTS

The Directors thank the Companyâs employees, customers, vendors and investors for their continuous support. Our consistent growth was made possible by their hard work, solidarity, cooperation and support. The Directors are deeply grateful and have immense respect for every person who risked their lives and safety to fight the COVID-19 pandemic. The Directors appreciate and value the contribution made by every member of the Spark Minda family.

For and on behalf of the Board of Minda Corporation Limited

Sd/-

Ashok Minda

Place: Gurugram Chairman & Group CEO

Date: May 17, 2022 DIN: 00054727

Mar 31, 2018

The Members,

The Directors have pleasure in presenting the 33 rd (Thirty Third) Annual Report on the business and operations of the Company together with the audited financial statements for the financial year ended March 31, 2018.

1. FINANCIAL RESULTS (AS PER APPLICABLE INDIAN ACCOUNTING STANDARD)

(Amount Rs. in Lacs)

PARTICULARS	Standalone			Consolidated
	31.03.2018		31.03.2017	31.03.2018	31.03.2017
Sales/ Income from operations	94,721	83,152		263,498	221,036
Other Income	2,305	1,564		1,625	4,052
Profit before Interest, Depreciation & Other Expenses	26,628	20,757		60,982	50,239
Finance Cost Interest	1,463	834		3,705	2,694
Depreciation and amortization expense	2,482	1,951		7,384	5,770
Other expenses	13,711	11,295		32,072	27,318
Profit from operations before share of profit/(loss) of joint ventures and taxes	-	-		17,821	14,457
Share of profit of joint ventures (net of taxes)	-	-		1,308	(1,368)
Profit from operations before taxes	8,972	6,678		19,129	13,089
Current tax (net)	1,689	1,431		4,521	3,484
Deferred tax liability/ (assets)	275	(220)		442	(606)
Profit for the period after taxes (A)	7,008	5,466		14,166	10,211
Other comprehensive income for the year (B) items that will not be reclassified to profit and loss - Re-measurement of defined benefit liabilities (net of tax) items that will be reclassified to profit and loss - Exchange difference in translating financial statement of foreign operations	59	(111)		60 (505)	(207) (1295)
Total other comprehensive income	59	(111)		(445)	(1,502)
Total comprehensive income for the period (A B)	7,067	5,355		13,721	8,709
Total Profit available for appropriation	7,067	5,355		13,721	8,709

2. COMPANY PERFORMANCE

The Company has adopted IND-AS from April 01, 2017. The financial statements have been prepared as per the IND-AS prescribed by the Institute of Chartered Accountants of India (ICAI).

Standalone Financials: During the year under review, your Company has achieved a turnover of Rs.94,721 Lacs against Rs.83,152 Lacs during previous year registering a growth of 13.91% over the previous year. The Company reported a Net Profit of Rs.7,008 Lacs as against Rs.5,466 Lacs earned during previous year registering a growth over 28%.

Consolidated Financials: During the year under review, your Company has achieved a consolidated turnover of Rs.263,498 Lacs against Rs.221,036 Lacs during previous year registering a growth of 19.21% over the previous year. The Company reported a Net Profit of Rs.14,166 Lacs as against Rs.10,211 Lacs earned during previous year registering a growth over 39%.

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

3. SIGNIFICANT CORPORATE DEVELOPMENTS Acquisition of EI Labs India Pvt. Ltd. .

Minda SAI Limited a wholly owned subsidiary of the Company has acquired 100% stake in EI Labs India Private Limited w.e.f. September 1, 2017. EI Labs India Private Limited is engaged in the business of designing, development, manufacturing and distribution of telematics products and solutions for automotive and non-automotive applications

Start of Commercial Production at New Die Casting Plant at Pune

During the year under review, your Company has completed the setting up of itâs 3rd Die-Casting Plant at Chakan, Pune. The commercial production in the new plant started in the 2nd quarter of FY2018. This plant is the Competency Centre for Excellence - Gravity Die Casting & Low Pressure Die Casting with High precision Machining Centre and Powder Coating. It is also well-equipped with test lab with added facilities like X-Ray, Metallurgy & Mechanical and Environmental test equipmentâs.

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

India Ratings & Research (Ind-Ra) and CRISIL have assigned credit ratings to Minda Corporation Limited on May 03, 2018 and April 05, 2018 respectively as under:

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

4. DIVIDEND

The Board of Directors of your Company has recommended a final dividend of Rs. 0.35/- (i.e 17.5%) per equity share (Face Value Rs.2/- each) for 2017-18. The dividend proposal is subject to the approval of members at the ensuing Annual General Meeting scheduled to be held on Monday, July 30 2018. This is in addition to the interim dividend of Rs. 0.25/- (i.e 12.5%) per equity share declared by the Board in its meeting held on February 12, 2018. The total dividend for FY 2017-18 aggregates to Rs. 0.60/- (i.e 30%) per equity share as against Rs. 0.50/- (i.e. 25%) per equity share paid for the last year.

5. SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2018 was 209,311,640 Equity Share of Rs.2/- each. During the year under review, the Company has not issued any shares.

During the year, 2,40,000 (Two Lac Forty Thousand), 0.001% Cumulative Redeemable Preference Shares of Rs. 800/each were redeemed for cash at par out of the profit of the Company which would otherwise be available for dividend vide passing a Board resolution dated 13th September, 2017.

During the year under review, the Authorised Share Capital of the Company has been increased to Rs.692,000,000 (Rupees Six Hundred Ninety Two Million Only) comprising of Rs.500,000,000/- (Rupees Five Hundred Million Only) divided into 250,000,000 (Two Hundred Fifty Million) Equity Shares of Rs.2/- (Rupees Two Only) each and Rs.192,000,000/-(Rupees One Hundred and Ninety Two Million Only) divided into 240,000 (Two Lacs Forty Thousand) 0.001% cumulative Redeemable Preference Shares of Rs.800/-(Rupees Eight Hundred Only) each.

Qualified Institutional Placement (QIP)

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

6. TRANSFER TO RESERVES

For the Financial Year under review your Directors have recommended the transfer of Rs.701 Lacs to the General Reserve from the profits of the Company as against Rs.532 Lacs transferred in the previous year.

7. DIVIDEND DISTRIBUTION POLICY

In line with Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations) (Second Amendment) Regulations, 2016, your Company has formulated a Dividend Distribution Policy which is available at the Companyâs website i.e. https://minda.co.in/wp-content/uploads/2018/04/ Dividend-Policy.pdf.

8. EMPLOYEE STOCK OPTION SCHEME 2017

Your Company with the objective of introducing a long term incentive tool to attract, motivate, retain talent and reward loyalty, formulated Minda Corporation Limited Employee Stock Option Scheme 2017 (âESOP 2017â) for grant of a maximum of 53,41,840 stock options to the eligible employees of the Company. During the year 2016-17, the Nomination and Remuneration Committee of the Company has granted 27,00,000 stock options to the eligible employees of Minda Corporation Limited and its subsidiaries. A certificate from the Auditors of the Company that the Scheme has been implemented in accordance with the applicable SEBI Guidelines and the resolution passed by Members would be placed at the Annual General Meeting for inspection by Members. There is no material change in the scheme, the same is in compliance with the applicable regulations. The necessary disclosure pursuant to Regulation 14 of the SEBI (Share Based Employee Benefits) with regard to Employee Stock Option Scheme of the Company is available at Companyâs website i.e https://minda.co.in/investor-relations/

9. FIXED DEPOSITS

10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

â Managementâs Discussion and Analysis Report (MD&A)â for the year under review, as stipulated under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of this Annual Report.

11. CORPORATE GOVERNANCE

A certificate confirming the compliance of conditions of Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from Sanjay Grover & Associates, practicing Company Secretaries, is forming part of the Annual Report.

12. BUSINESS RESPONSIBILITY REPORT

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

13. CONSOLIDATED FINANCIAL STATEMENT

I n accordance with the Companies Act, 2013 (âthe Actâ) and Indian Accounting Standard (Ind AS) 110 on Consolidated Financial Statements read with Ind AS 28 on Accounting for Investments in Associates and Ind AS 31 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statement is provided in the Annual Report.

The performance of the Company on consolidated basis is also discussed at length in the Management Discussion and Analysis, which form part of this Directors Report.

14. 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.

Mr. Sudhir Kashyap has been re-appointed as Executive Director & CEO of the Company w.e.f May 5, 2018 for a period of 3 (Three) years on the terms and conditions as recommended by the Nomination & Remuneration Committee and approved by the Board of Directors of the Company in their meeting held on February 12, 2018 subject to the approval of shareholders.

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

The enabling resolutions for approval of their appointment are being placed in the Notice of the forthcoming Annual General Meeting for approval of the shareholders.

During the year under review, Mr. Laxman Ramnarayan was appointed as additonal Director of the Company w.e.f May 24, 2017 and his appointment was approved by the shareholder in the last Annual General Meeting.

Declaration by Independent Directors

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

Board Evaluation

Pursuant to the corporate governance requirements as prescribed in the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015, the Board of Directors has carried out an annual evaluation of its own performance, Board Committees and of individual directors.

In a separate meeting of independent directors, performance of non-independent directors, performance of the Board as a whole, performance of the Committee(s) of the Board and performance of the Chairman was evaluated, taking into account the views of other directors. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

Board and Committee Meetings

During the year under review 4 (Four) Board Meetings, 6 (Six) Audit Committee Meetings were convened and held apart from other Committeeâs meetings of the Company. The details of all the meetings are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

The calendar of Board and Commitee Meetings were prepared and circulated in advance to the Directors.

Committees of the Board

As on March 31, 2018, the Board had 5 (five) Committees viz: Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee, Corporate Social Responsibility Committee & Securities Issue Committee. A detailed note on the composition of the Board and its committees is provided in the Corporate Governance Report section of this Annual Report.

Policy on Directorsâ appointment and remuneration

15. DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directorsâ 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. Further, the Company has adopted Ind AS with effect from April 01, 2017, pursuant to notification issued by Ministry of Corporate Affairs dated February 16, 2015, notifying the Companies (Indian Accounting Standard) Rules, 2015. Accordingly, the financial statements of the Company for the financial year ended March 31, 2018, have been prepared in accordance with Ind AS as prescribed under Section 133 of the Companies Act, 2013 (the âActâ), read with the relevant rules made thereunder and other accounting principles generally accepted in India;

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, 2018;

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

16. NATURE OF BUSINESS

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

17 CODE OF CONDUCT

The Company has in place a comprehensive Code of Conduct (âthe Codeâ) applicable to Directors, Independent Directors and Senior Management Personnel. The Code gives guidance and support needed for ethical conduct of business and compliance of law. A copy of the Code is available on the Companyâs website at the link: https://minda.co.in/wp-content/uploads/2017/12/Minda Corporation Code of Conduct.pdf. The Chairman & Group CEO of the Company has given a declaration that the member of board of directors and senior management personnel have affirmed compliance with the code of conduct of the board of directors and senior management in terms of Schedule V (D) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

18. RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the financial year ended on March 31, 2018 were on an armâs length basis and in the ordinary course of business under Section 188(1) of the Act and the Listing Regulations. However there was a transaction between the Company and Minda Capital Pvt. Ltd. with respect to payment of royalty by the Company vide agreement dated May 29, 2017 w.e.f. 01.04.2017 to 31.03.2018, for use of trademarks âSPARK MINDAâ and âPowered by Passionâ which was not on arm length basis but the same was not a material transaction considering the amount of Royalty payable. All the relevant details of the said transaction have been filled in AOC-2 which is enclosed as Annexure-III and form part of this director report. There were no materially significant Related Party

Transactions made by the Company during the year that would have required Shareholder approval under the Listing Regulations. Details of the transactions with Related Parties are provided in the accompanying financial statements in compliance with the provision of Section 134(3)(h) of the Act. The policy on Related Party Transactions as approved by the Board may be accessed on the Companyâs website at the link: https://minda.co.in/wp-content/uploads/2017/12/ Related-Party-Transactions-Policy.pdf.

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

Pursuant to Section 134(3)(g) of the Companies Act, 2013 particulars of loans, guarantees or investments and securities provided under Section 186 of the Companies Act, 2013 along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement (Please refer to Note 2.2, 2.3 2.4, 2.11, 2.34 & 2.36(B) to the standalone financial statement).

20. CORPORATE SOCIAL RESPONSIBILITY

A robust system of reporting and monitoring has been put in place to ensure effective implementation of planned CSR initiatives.

During the year, the Company has spent Rs.119.06 Lacs on CSR activities as annexed herewith Annexure-IV to this report.

A detailed discussion on CSR Projects and initiatives are included as a separate section in the Annual Report.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith at Annexure-V to this Report.

22. EXTRACT OF ANNUAL RETURN

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

23. 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 employeeâs 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-VII.

24. STATUTORY AUDITORS AND REPORT

At the Annual General Meeting held on September 22, 2016, B S R & Co. LLP, Chartered Accountants, (ICAI Firm Registration No. 101248 W/W-100022) were appointed as Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2021. The appointment of B S R & Co. LLP, Chartered Accountants, as statutory auditors of the Company, is placed for ratification alongwith approval of remuneration at the ensuing AGM.

All observations made in the Audit Report on Standalone Financial Statements 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 for the year ended March 31, 2018, contains a modified opinion provided hereunder:-

âThe financial statements of one of the Holding Companyâs jointly controlled entity, Minda Furukawa Electric Private Limited (MFEPL) for the year ended 31 March 2018 is included in the consolidated financial statements based solely on the financial statements provided by the management and not audited by its auditor. The audited consolidated financial statements include Groupâs share of loss of Rs. 400 lakhs for the year ended 31 March 2018, as considered in the consolidated financial statements, in respect of this jointly controlled entity. In the absence of other auditorâs report on the adequacy and operating effectiveness of the internal financial controls over financial reporting as required under section 143(3)(i) of the Act, we are unable to comment on the adequacy and operating effectiveness of the internal financial controls with reference to consolidated financial statements of the said subsidiary and therefore our opinion on the Companyâs internal financial controls with reference to consolidated financial statements is qualified in so far as it relates to the internal financial controls with reference to consolidated financial statements of the said jointly controlled entity.â

In respect of the aforesaid modified opinion by the Statutory Auditors on consolidated financial statements, your directors give their comments as under:-

âMinda Furukawa Electric Private Limited (MFEPL) is one of the jointly controlled entity of Minda Corporation Ltd. (âThe Companyâ). FY 2017-18 is the first financial year when Ind - AS became applicable on the Company, its subsidiaries and jointly controlled entities including MFEPL. Therefore, finalization of MFEPLâs accounts for the year ended on March 31, 2018 got delayed and the same are under audit. We expect that these accounts will be finalized and audited before the statutory completion date.â

Pursuant to SEBI (Listing Obligations & Disclosure Requirements), Regulations 2015 as amended from time to time, a Statement of Impact of Audit Qualification (for audit report with modified opinion) submitted alongwith Annual Audited Financial Results - Consolidated is attached at Annexure-VIII.

25. SECRETARIAL AUDITORS AND REPORT

Sanjay Grover & Associates, Company Secretaries (Firm Registration No- P2001DE052900) were appointed to conduct the secretarial audit of the Company for the financial year 2017-18 as required under Section 204 of the Companies Act, 2013 and Rules made there under. The secretarial audit report for financial year 2017-18 forms part of the Annual Report as Annexure IX to this Directorsâ Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

26. COST AUDITORS

The Board of Directors has appointed Chandra Wadhwa & Co., Cost Accountants as Cost Auditors (Firm Registration No. 00239) for conducting the audit of cost records of the Company for the financial year 2017-18 pursuant to Section 148 of the Companies Act, 2013.

27. LISTING

Equity Shares of your Company are listed presently at National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). The Annual Listing fees for FY 2018-19 have been paid to the concerned Stock Exchanges.

28. SECRETARIAL STANDARDS

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

29. SUBSIDIARIES, JOINT VENTURE AND ASSOCIATES

Pursuant to Section 129 of the Companies Act, 2013 a statement in the prescribed Form-AOC-1, relating to subsidiaries and Joint Ventures for the year ended on March 31, 2018 has been attached with the consolidated financial statements of the Company for the financial year ended March 31, 2018.

The Financial Statements of the subsidiaries shall be made available to the shareholders seeking such information and shall also be available for inspection at its Registered Office.

The Policy for determining material subsidiaries as approved may be accessed on the Companyâs Website in investor section: https://minda.co.in/wp-content/uploads/2018/04/Policy-on-Material-Non-Listed-Subsidiary.pdf

30. INTERNAL FINANCIAL CONTROL

31. RISK MANAGEMENT

The Company has laid down the procedures to inform Board Members about risk assessment and mitigation procedures. The Board of Directors of the Company has framed risk management policy which can be accessed on the Companyâs website at the link: https://minda.co.in/wp-content/ uploads/2018/04/Risk-ManagementPolicy.pdf.

This policy forms part of the internal control and corporate governance process of the Company. Basically the aim of this policy is not to eliminate risks, rather to mitigate the risks involved in the Company activities to maximize opportunities and minimize adversity by considering the following:-

- Identification of risk, define ownership with clearly defined roles and responsibilities;

- Balance between the cost of managing risk and the anticipated benefits;

- Contributing to more efficient use/allocation of capital and resources;

- To encourage and promote an pro-active approach towards risk management;

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

32. HUMAN RESOURCES

Minda Corporation firmly reiterates its trust that our employees are the key assets of the organization. Minda Corporation follows a well-established approach to hiring and on boarding.

Our talent sourcing strategies include employee referrals, direct applications through the career section of our website, campus placements and channel partners.

Protection of employees from injury or occupational disease is a major continuing objective. We continue to enhance safety & security at the workplace by prescribing policies & procedures, creating awareness and imparting trainings. In addition to the above, we have mechanism in place to foster a positive workforce environment, free from harassment of any nature.

Human Resource Department continuously focuses on employee engagement and motivation which further helps in achieving strategic objective of the organization. We continuosly strive to provide our employees with competitive compensation packages. During the year, we maintained a very cordial relationship with all the employees. There was no loss of production on account of any industrial unrest.

33. AWARDS

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

34. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company is committed to the highest standards of ethical, moral and legal business conduct. Accordingly, Vigil Mechanism/Whistle Blower Policy was formulated which provides a robust framework for dealing with genuine concerns & grievances. The Policy provides for adequate safeguard against victimization of employees who avail the mechanism and also provides direct access to the Chairperson of the Audit Committee. Specifically, employees can raise concerns regarding any discrimination, harassment, victimization, any other unfair practice being adopted against them or any instances of fraud by or against your Company.

The same has also been displayed on the website of the Company and the link for the same is: https://minda.co.in/ wp-content/uploads/2017/12/Whistle-Blower-Policy.pdf.

35. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE POLICY

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (âActâ) and Rules made there-under, your Company has constituted Internal Complaint Committees (ICC). The Company has zero tolerance for sexual harassment at workplace. While maintaining the highest governance norms, the Company has also appointed external independent persons, who have requisite experience in handling such matters. During the year, the Company has not received any complaint of sexual harassment.

36. 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 ESOP referred to in this Report.

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

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

APPRECIATIONS AND ACKNOWLEDGMENTS

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

For and on behalf of the Board of

Minda Corporation Limited

Ashok Minda

Place: Gurugram Chairman & Group CEO

Date: May 28, 2018 DIN: 00054727

Mar 31, 2017

the Directors have pleasure in presenting the 32^nd Annual Report on the business and operations of the Company together with the audited financial statements for the financial year ended March 31, 2017.

1. FINANCIAL RESULTS

(Amount Rs, in Lacs)

PARTICULARS	Standalone		Consolidated
	31.03.2017 31.03.2016		31.03.2017	31.03.2016
Sales/ Income from operations	77,311	70,469	296,204	244,552
Other Income	1,481	433	4,627	1,729
Profit before Interest, Depreciation & Exceptional Item	9,177	8,752	22,383	24,065
Interest	771	396	4,093	3,338
Depreciation	1,951	1,848	8,472	7,446
Exceptional Item		-	231	1,373
Profit Before Tax	6,455	6,508	100,49	14,654
Provision for Taxation	876	1,815	3,404	3,764
Deferred tax liability/ (assets)	260	46	(96)	(107)
Net Profit before share in associate and minority interest	5,319	4,648	6,741	10,997
Share of Profit in Associate	-	-	-	28
Share in Minority Interest	-	-	(2867)	298
Profit for the year	5,319	4,648	9,608	10,727
Brought forward Profit	17,737	16,895	31,927	25,298
Total Profit available for appropriation	23,141	21,543	41,620	36,025

2. COMPANY PERFORMANCE

Standalone Financials: During the year under review, your Company has achieved a turnover of Rs, 77,311 Lacs against Rs, 70,469 Lacs during previous year registering a growth of 9.71% over the previous year. The Company reported a Net Profit of Rs, 5,319 Lacs as against Rs, 4,648 Lacs earned during previous year.

Consolidated Financials: During the year under review, your Company has achieved a consolidated turnover of Rs, 296,204 Lacs against Rs, 244,552 Lacs during previous year registering a growth of 21.12% over the previous year. The Company reported a Net Profit of Rs, 9,608 Lacs as against Rs, 10,727 Lacs earned during previous year.

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

3. SIGNIFICANT CORPORATE DEVELOPMENTS Greenfield Plant at Mexico

Minda KTSN Plastic Solutions, Mexico, S. de R.L. de C.V. (LLP), Mexico, a step down subsidiary of the Company, has started its manufacturing facility at Queretaro Industrial Park-II Puerto, Mexico in April 2017.

New Die Casting Plant at Pune

Minda Corporation is setting up its 3^rd Die Casting Plant in Chakan, Pune which is headed for expected completion in FY 2017-18.

Joint Venture with SBHAP, China (a BAIC Group Subsidiary)

I n August 2016, Minda KTSN Plastic Solutions GmbH & Co. KG, Germany, a wholly owned subsidiary of your company has entered into a 50:50 Joint Venture with Shandong Beiqi Hai Hua Automobile Parts Co., Ltd, China (a BAIC Group Subsidiary).

Spark Minda Technical Centre (SMIT), Pune

During the year under review, your Company has established a new state-of-the-art R&D facility in Pune, India to serve as R&D backbone with contemporary infrastructure for Electronics and Mechatronics for Automotive.

Acquisition of Panalfa Autoelektrik Ltd

Your Company has acquired Panalfa Autoelektrik Ltd. in April 2016. Panalfa Autoelektrik was re-named as ''Minda Autoelektrik Limited'' w.e.f. 03^rd June 2016. Manufacturing facility of Minda Autoelektrik Limited is located at Bawal, Haryana. It primarily manufactures ''Starter Motors'' and ''Alternators'' for Commercial Vehicles, Agriculture Machineries and Construction Equipments etc. These products are supplied to OEMs in India and also exported to the U.S. and European markets.

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

India Ratings and Research (Ind-Ra), a Fitch Group Company, has assigned credit ratings to Minda Corporation Limited in November 2016 as given below:

Instruments	Ratings
Long-Term Funds	IND A / Stable
Short-Term Funds	IND A1
Commercial paper	IND A1

4. DIVIDEND

The Board of Directors of your Company has recommended a final dividend of Rs, 0.30 (i.e.15%) per equity share (Face Value Rs, 2 each) for 2016-17. The dividend proposal is subject to the approval of members at the ensuing Annual General Meeting scheduled to be held on August 21, 2017. The dividend if approved at the ensuing AGM shall be paid to the eligible members within the stipulated time period. This is in addition to interim dividend of Rs, 0.20 ( i.e 10%) per equity share declared by the Board in its meeting held on February 13, 2017. The total dividend for FY2016-17 aggregates to Rs, 0.50 (i.e 25%) per equity share, which is same as compared to the last year.

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

5. SHARE CAPITAL

The Paid-up Equity Share Capital as on 31^st March, 2017 was 209,311,640 Equity Share @ Rs, 2 face value. During the year under review, the Company has not issued any shares.

6. TRANSFER TO RESERVES

For the Financial Year under review your Directors have recommended the transfer of Rs, 532 Lacs to the General Reserve from the profits of the Company as against Rs, 465 Lacs transferred in the previous year.

7. DIVIDEND DISTRIBUTION POLICY

I n line with Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2016, your Company has formulated a Dividend Distribution Policy which is available at Company''s website i.e. www.minda.co.in.

8. EMPLOYEE STOCK OPTION SCHEME 2017

Your Company has taken approval from shareholders of the Company through Postal Ballot concluded on February 13, 2017 to create, offer, issue and allot from time to time to or benefit of such person(s) who are in permanent employment of the Company and its subsidiary Company, whether working in India or out of India, including any Director of the Company, whether whole time or otherwise excluding the Independent Directors. The options exercisable up to 5,341,840 (Fifty Three Lacs Forty One Thousand Eight Hundred Forty) equity shares of the Company, of face value Rs, 2/- (Rupees Two Only) each, under ESOP Scheme 2017, in one or more tranches, and on such terms and conditions as may be fixed or determined by the Board and Nomination and Remuneration Committee in accordance with the provisions of the law or guidelines issued by the relevant Authority.

Further, during the year under review the Nomination and Remuneration Committee of the Company has issued grant of 27,00,000 (twenty seven Lacs) stock options to the eligible employees of Minda Corporation Limited and its subsidiaries under the ESOP Scheme 2017 in its meeting held on March 07, 2017. The vesting Schedule will be from April 01, 2018 to April 01, 2021 and option may be exercised within a period of one year from the date of vesting. No employee was issued Stock Option, during the year equal to or exceeding 1% of the issued capital of the Company at the time of grant. Exercise price of Stock Option is '' 50/- per Stock Option.

The applicable disclosures as stipulated under Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014 with regard to Employees Stock Option Plan of the Company are available at Company''s website i.e. www.minda.co.in.

9. FIXED DEPOSITS

10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

''Management Discussion and Analysis Report (MD&A)'' for the year under review, as stipulated under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this Annual Report.

11. CORPORATE GOVERNANCE

Your Company follows the highest standards of Corporate Governance practices. It adheres to and has implemented the requirements set out by SEBI''s Corporate Governance norms. A separate section on Corporate Governance forms a part of the Directors'' Report.

A certificate confirming the compliance of conditions of Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from Sanjay Grover & Associates, practicing Company Secretaries, is forming part of this Annual Report.

12. CONSOLIDATED FINANCIAL STATEMENT

I n 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.

The performance of the Company on consolidated basis is also discussed at length in the Management Discussion and Analysis.

13. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

I n 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 are included in the accompanying notice of the ensuing Annual General Meeting.

During the year under review Mr. S.B Mathur, Ms. Thankom T. Mathew and Mr. Laxman Ramnarayan have resigned from the directorship of the Company w.e.f June 20, 2016, November 10, 2016 and March 24, 2017 respectively. The Board placed on record its deep appreciation to the contribution made by them during their tenure as Director of the Company and wished them success, happiness and best of health in life.

Mr. Laxman Ramnarayan has been appointed as Additional Director of the Company w.e.f May 24, 2017 subject to the approval of shareholders in ensuing Annual General Meeting. Mr. Laxman has about 25 years of experience in the areas like Finance, Merger & Acquisition and Private equity. Mr. Laxman is MBA in Finance and also a qualified CWA. He has earlier worked with Kotak Private Equity Group and Kotak Investment Bank. Mr. Laxman Ramnarayan is also holding the position of Group President - Finance in Minda Management Services Limited, a wholly owned subsidiary of the Company.

Ms. Pratima Ram has also been appointed as an Additional Director (Independent category) of the Company for a period of 5 (five) years to hold office w.e.f. November 10, 2016 subject to the approval of shareholders in ensuing Annual General Meeting. Ms. Pratima Ram is having vast and rich experience in the field of financial sector. Presently, Ms. Pratima Ram is serving on the Board of leading corporate and financial services companies.

Brief resume of the above Directors, nature of their expertise in functional areas and the name of the companies in which they hold the Directorship and the Chairmanship/Membership of the Committees of the Board, as stipulated under SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015, the Companies Act, 2013 and applicable Secretarial Standards are given as Annexure to the notice convening the Annual General Meeting.

Declaration by Independent Directors

All Independent Directors have given declarations to the effect that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013. In the opinion of the Board, Independent Directors fulfill the conditions specified in the Act, Rules made there under and Listing Regulations and are independent of the management.

Board Evaluation

Pursuant to the corporate governance requirements as prescribed in the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 the Board of Directors has carried out an annual evaluation of its own performance, Board Committees and of individual directors.

In a separate meeting of independent directors, performance of non-independent directors, performance of the Board as a whole, performance of the Committee(s) of the Board and performance of the Chairman was evaluated, taking into the account views of other directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

Board Meetings

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

During the year seven 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 of the Board

As on March 31, 2017, the Board had 4 (four) Committees viz. Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee & Corporate Social Responsibility Committee. A detailed note on the composition of the Board and its committees is provided in the corporate governance report section of this Annual Report.

Policy on Directors'' appointment and remuneration

Pursuant to the provisions of section 134(3)(e) and Section 178(3) of the Companies Act, 2013 Act and the SEBI Listing Regulations, the policy of the Company on Directors'' appointment and remuneration, including the criteria for determining qualification, positive attributes, independence of directors and other matters are attached at Annexure-I & Annexure-II.

14. SHIFTING OF REGISTERED OFFICE

The Registered office of the Company has been shifted from 36-A, Rajasthan Udyog Nagar, Delhi-110033 to A-15, Ashok Vihar, Phase-I, Delhi-110052 w.e.f. December 01, 2016.

15. 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;

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

16. NATURE OF BUSINESS

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

17 CODE OF CONDUCT

The Company has in place a comprehensive Code of Conduct (the Code) applicable to Directors, Independent Directors and Senior Management Personnel. The Code gives guidance and support needed for ethical conduct of business and compliance of law. A copy of the Code is available on the Company''s website at the link: http://www.minda.co.in/ minda/IRDownloads/Minda Corporation Code of Conduct. pdf. The Chairman & Group CEO of the Company has given a declaration that the member of board of directors and senior management personnel have affirmed compliance with the code of conduct of the board of directors and senior management in terms of Schedule V (D) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

18. RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the financial year ended on March 31, 2017 were on an arm''s length basis, in the ordinary course of business under Section 188(1) of the Act and the Listing Regulations. There were no materially significant Related Party Transactions made by the Company during the year that would have required Shareholder approval under the Listing Regulations. Details of the transactions with Related Parties are provided in the accompanying financial statements in compliance with the provision of Section 134(3)(h) of the Act. The policy on Related Party Transactions as approved by the Board may be accessed on the Company''s website at the link:

http://www.minda.co.in/minda/IRDownloads/Related%20Party%20

Transactions%20Policy.pdf

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

2.13 & 2.29(B) to the standalone financial statement).

20. CORPORATE SOCIAL RESPONSIBILITY

Your Company has the policy of giving back to the society and has carried a host of CSR activities this year. In line with the requirement of Section 135 of the Companies Act, 2013 your company having a Corporate Social Responsibility Committee. The details of Committee and the term of reference are provided in corporate governance report. The CSR Policy of the Company is available on its website at the link: http://www.

minda.co.in/minda/IRDownloads/Policy%20on%20Corporate%20Social%20

Responsibility1.pdf.

Spark Minda Foundation (A wholly owned subsidiary of the Company) a nonprofit company registered under Section 8 of the Companies Act, 2013 is the implementing agency for implementation of CSR activities.

A robust system of reporting and monitoring has been put in place to ensure effective implementation of planned CSR initiatives.

During the year, the Company has spent '' 97.04 Lacs on CSR activities as annexed herewith Annexure-III to this report.

A detailed discussion on CSR Projects and initiatives are included as a separate section in the Annual Report.

21. 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.

22. EXTRACT OF ANNUAL RETURN

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

23. 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.

24. STATUTORY AUDITORS AND REPORT

At the Annual General Meeting held on September 22, 2016, B S R & Co. LLP, Chartered Accountants, (ICAI Firm Registration No. 101248W/W-100022) were appointed as Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2021. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of B S R & Co. LLP, Chartered Accountants, as statutory auditors of the Company, is placed for ratification to the shareholders.

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 for the financial year ended 31 March, 2017, contains a modified opinion provided hereunder:-"The financial statements/ information of Minda Furukawa Electric Private Limited (MFEPL), is pending audit by the subsidiary''s auditor (other auditor). The Company has consolidated the unaudited financial statements/ information of this subsidiary which represents 15% of the consolidated revenue and 11% of the consolidated assets of the Company for the year ended and as at 31 March 2017 respectively. In view of the abovementioned matter we are unable to comment on, as to whether the financial results of the said subsidiary have disclosed the information required to be disclosed in terms of Regulation 33 of SEBI (Listing Obligations & Disclosure Requirements), Regulations 2015 including the manner in which it is to be disclosed, or that it contains any material misstatement and give a true and fair view of its state of affairs as at 31 March 2017, its loss and its cash flows for the year ended 31 March 2017. 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 to us."

In respect of the aforesaid modified opinion by the statutory auditors on consolidated financial statement, your Directors are hereby give their comment as under:

"The financial statements of MFEPL for the year ended March 31, 2017 are under audit due to various reasons (including 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."

Pursuant to SEBI (Listing Obligations & Disclosure Requirements), Regulations 2015 as amended from time to time, a Statement of Impact of Audit Qualification (for audit report with modified opinion) submitted along with Annual Audited Financial Results - Consolidated is attached at Annexure-VII.

25. SECRETARIAL AUDITORS AND REPORT

Sanjay Grover & Associates, Company Secretaries (Firm Registration No- P2001DE052900) were appointed to conduct the secretarial audit of the Company for the financial year 2016-17, as required under Section 204 of the Companies Act, 2013 and Rules made there under. The secretarial audit report for financial year 2016-17 forms part of the Annual Report as Annexure-VIII to this Directors'' Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

26. COST AUDITORS

The Board of Directors has appointed Chandra Wadhwa & Co., Cost Accountants as a Cost Auditors (Firm Registration No. 00239) for conducting the audit of cost records of the Company for the financial year 2016-17 pursuant to Section 148 of the Companies Act, 2013.

27. LISTING

Equity Shares of your Company are presently listed at National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). The Annual Listing fees for FY 2017-18 has been paid to the concerned Stock Exchanges.

28. SUBSIDIARIES, JOINT VENTURE AND ASSOCIATES

During the year under review your Company has acquired Panalfa Autoelektrik Ltd. in April 2016 and subsequently renamed as ''Minda Autoelektrik Limited'' w.e.f. 03rd June 2016.

Pursuant to Section 129 of the Companies Act, 2013 a statement in the prescribed From-AOC-1, relating to subsidiaries and Joint Ventures for the year ended on March

31, 2017 has been attached in the Annual Accounts.

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/Policv%20on%20 Material%20NonListed%20Subsidiary.pdf

29. 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.

30. 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 mitigate the risks involved in the company activities to maximize opportunities and minimize adversity by considering the following:-

- Identification of risk, define ownership with clearly defined roles and responsibilities;

- Balance between the cost of managing risk and the anticipated benefits;

- Contributing to more efficient use/allocation of capital and resources;

- To encourage and promote an pro-active approach towards risk management; and

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

31. HUMAN RESOURCES

Minda Corporation firmly reiterates its trust that our employees are the key assets of the organization. Human Resource Department continuously focuses on employee engagement and motivation which further helps in achieving strategic objective of the organization. To infuse fresh talent into the system, we have visited premiere management institutes for campus hiring. We have hired Management Trainees in the functions like Human Resources, Marketing and Operations.

Our group also firmly believes that IT enabled HR Solutions is the key to success in today''s world. We have decided to centralize the HR Processes and manage them at group level which will have both tangible & intangible benefits in the longer run. We have launched the employee wealth creation scheme in the form of Employee Stock Option Scheme (ESOP) 2017.

During the year, we maintained a very cordial relationship with all the employees. There was no loss of production on account of industrial unrest.

32. AWARDS

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

33. VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

34. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE POLICY

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (''Act'') and Rules made there under, your Company has constituted Internal Complaint Committees (ICC). The Company has zero tolerance for sexual harassment at workplace. While maintaining the highest governance norms, the Company has also appointed external independent persons, who have requisite experience in handling such matters. During the year, the Company has not received any complaint of sexual harassment.

35. 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 ESOP referred to in this Report.

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

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

APPRECIATIONS AND ACKNOWLEDGMENTS

The Board of Directors would like to express their sincere thanks to the Shareholders & Investors of the Company for the trust reposed on us over the past several years. The Directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support. 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 24, 2017 DIN: 00054727

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 Â 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 ÂD.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 Â 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 Â 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 Â 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 Â 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, 2012

The Directors have pleasure in presenting the 27th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended on March 31, 2012.

1. FINANCIAL RESULTS

(Amount Rs. in Lacs)

PARTICULARS Standalone Consolidated 31.03.2012 31.03.2011 31.03.2012 31.03.2011

Sales/ income from operations 55,974.58 48,416.29 1,38,549.05 73,455.10

Other income 808.75 396.43 2,039.09 761.87

Profit before Interest, depreciation & exceptional items 6,896.70 6,938.891 15,532.02 8,822.55

Interest 1,298.65 1,300.82 2,684.75 2,552.17

Depreciation 1,434.60 1,192.53 4,546.25 1,709.43

Exceptional items - - 1,764.71 40.03

Profit before tax 4,163.43 4,445.54 6,536.31 4,520.92

Provision for taxation 93.84 900.00 1,353.50 920.47

Deferred tax liability/ (assets) 53.09 126.64 29.03 126.64

Profit before minority interest & associates 4,016.50 3,418.90 5,153.78 3,473.81

Minority interest & associates profit - - 38.70 -

Net profit 4,016.50 3,418.90 5,192.48 3,473.81

Brought forward profit 6,414.77 3,526.86 10,224.74 4,114.22

Total Profit available for appropriation 10,431.28 6,945.76 10,431.28 6,945.76

2. ECONOMY AND COMPANY PERFORMANCE

Fiscal year 2011-12 (FY 12) tested the robustness of the Indian economy and the extent of its insulation from global factors. Grew at a slower pace of 6.5% in FY12 compared to 8.4% in FY11.

The performance of your Company is directly linked with the performance of automotive industry. During 2011-12, the auto component industry has shown growth in all segments. The domestic and export sales have shown an increase of 12.24% and 25.44% respectively. Likewise your company has shown reasonably good performance during the year under review. Your Company has achieved a turnover of Rs.55974.58 Lacs as compared to Rs.48416.29 Lacs during the previous year, thereby showing an increase by 15.61 %. The Net Profit of the Company has increased by over 17.48 % from Rs.3418.90 Lacs in previous year to Rs.4016.50 Lacs in the current year.

3. DIVIDEND

Based on the Company's performance, yours Directors have recommended dividend for the financial year 2011- 12 for the approval of Shareholders in the forthcoming Annual General Meeting:

a) On 2,50,000 Ã 0.001% Cumulative Redeemable Preference Shares @ 0.001%

b) On 2,09,31,164 Equity Shares @ 30% i.e. Rs.3/- per share.

4. SHARE CAPITAL

a) Issue and Allotment of Equity Shares on preferential basis

During the year under review, your Company has issued and allotted 5,62,500 Equity Shares of Rs.10/- each for cash at a premium of Rs.790/- per share on preferential basis. These shares have been listed at Delhi Stock Exchange Limited and Madras Stock Exchange Limited.

Further, the Company has issued and allotted 2,67,092 Equity Shares of Rs.10/- each for cash at a premium of Rs.490/- each to "Minda Corporation Limited Employees Stock Option Scheme Trust". These shares have been allotted by the Company for further transfer to the eligible employees of the Company and its subsidiaries and associate Companies as per the Employee Stock Option Scheme to be finalized by the Board of Directors of the Company with the approval of shareholders.

b) Allotment of 0.001% Cumulative Redeemable Preference Shares

During the year under review, your Company has issued and allotted 65,000, 0.001% Cumulative Redeemable Preference Shares for cash at par @ Rs.800/- per share to M/s. Minda Capital Limited.

c. Issue and Allotment of Bonus Equity Shares

During the year under review, your Company has also issued and allotted 1,04,65,582 Bonus Equity Shares (One Crore Four Lacs Sixty Five Thousand Five Hundred Eighty Two) Bonus Equity Shares in the ratio of 1:1 through capitalization of Securities Premium Account to the shareholders of the Company. These shares have also been listed on Delhi Stock Exchange Limited and Madras Stock Exchange Limited.

5. ACQUISITION AND CONSOLIDATOIN

The management of your Company is in the process of consolidation of group companies under the umbrella of Minda Corporation Limited. During the year under review, your Company has acquired 100% stake in M/s. Minda Management Services Limited engaged in providing services of all kinds in the fields of organization, planning, administration, personnel, finance & accounting, marketing, market research, economic planning, technical, quality, IT, legal & secretarial, risk management and doing the business of Industrial, Management and financial consultants/ advisors in India and abroad.

Further, the Company has acquired 94% stake in Minda Schenk Plastic Solutions GmbH, Germany (MSPS) which is engaged in manufacturing of automotive components such as plastic interiors for four wheelers through its step-subsidiary Mayank Auto Engineers Private Limited. The MSPS is also having its subsidiaries namely Minda Schenk Plastic Solutions S.r.o. in Czech Republic and Minda Schenk Plastic Solutions S.p. Z.o.o. in Poland.

6. STRATEGIC ACQUISITIONS (POST BALANCE SHEET EVENTS)

The Company has acquired balance 50% stake in Minda Automotive Solutions Limited (Formerly known as Minda Autocare Limited) after closure of the financial year under review. Accordingly, Minda Automotive Solutions Limited has become 100% subsidiary of the Company.

7. REPOSITIONING & BRANDING

The financial year 2011-12 was a historic year for the Ashok Minda group itself, since it flagged off the exercise to completely re-position the group under the "SPARK MINDA" logo. Spark is all about vibration and speed. It builds up an attitude to do things aggressively and with an enthusiasm. The Group's new logo gives it a distinct identity that will boost inner confidence and the Group's efforts towards building a globally recognized brand, with the target of becoming India's largest automotive component supplier in the world.

8. 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.

9. 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, 2012.

10. 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.

11. 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

12. BOARD OF DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Ashok Minda and Mr. Jeevan Mahaldar, 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.

During the year under review, Mr. Nirmal K. Minda has resigned from the Directorship of the Company w.e.f. April 09, 2011. The Board of Directors places on record its appreciation for his contribution as Director of the Company.

13. 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, 2012;

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.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN 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 Companies (Particular of Employees) Rules, 1975 are given in Annexure Ã I to this Report.

15. 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 Ã II to this Report.

16. AUDITORS

The Auditors of the Company M/s. B S R & Co., Chartered Accountants (Registration No.- 101248W), retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limit under Section 224(1B) of the Companies Act, 1956.

17. 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.

18. 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 2012-13.

19. SUBSIDIARIES

As on March 31, 2012, your Company has 9 (Nine) subsidiaries out of which 6 (Six) subsidiaries are registered outside India Ã 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, 2012 is given in Annexure Ã 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 the Corporate Office of the Company 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.

20. 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

Place: New Delhi Ashok Minda

Date: May 30, 2012 Chairman & Group CEO

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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