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Directors Report of Minda Industries Ltd.

Mar 31, 2017

To the Members of Minda Industries Limited

The Board of Directors hereby submits the report on business and operation of your Company, along with the audited financial statements, for the financial year ended on 31 March, 2017. The standalone performance of the Company and consolidated with its subsidiaries, joint venture and associate companies is summarized below:

Results of our Operation (RS, in Crores, except per equity share data)

Particulars

Standalone

Consolidated

2016-17

2015-16

2016-17

2015-16

Sales / Income from Operations

1639.45

1468.74

3505.03

2527.34

Other Income

24.81

22.38

13.87

13.97

Profit Before Tax

118.99

98.85

222.45

138.70

Tax Expense

24.17

19.47

48.85

27.74

Profit before minority interest and share in net profit of associate

94.82

79.38

173.60

110.96

Share in net profit of associate

-

-

14.51

11.67

Minority interest

-

-

(20.03)

(11.49)

Profit for the year

94.82

79.38

168.08

111.14

Dividend

Preference shares

0.11

0.11

0.11

0.11

Equity shares

Interim Dividend

9.52

4.76

9.52

4.76

Final Dividend

8.64

6.35

8.64

6.35

Total Dividend

18.16

11.11

18.16

11.11

Dividend Tax

1.94

2.28

1.94

2.28

Earnings per share (EPS)

Basic (in H)

11.94

9.99

21.17

13.99

Diluted (in H)

11.88

9.99

21.08

13.99

Financial - Standalone

Revenue from operations on a standalone basis increased to RS,1639.45 Crores from RS,1468.74 Crores in previous year, at a growth rate of 12%. The profit before tax was RS,118.99 Crores as against RS,98.85 Crores in the previous year. Net profit was RS,94.82 Crores as against RS,79.38 Crores in the previous year.

Financial - Consolidated

Revenue from operations on a consolidated basis increased to RS,3505.03 Crores from RS,2527.34 Crores in previous year, at a growth rate of 39%. The profit before tax was RS,222.45 Crores, as against RS,138.70 Crores in the previous year. Net profit was RS,168.08 Crores, as against RS,111.14 Crores in the previous year.

Appropriations Dividend- Equity Shareholders

The Board in its meeting held on 7 February, 2017, declared an interim dividend of H1.20 per equity share. Further, the Board in its Meeting held on 16 May, 2017 has recommended a final dividend of H1.00 per equity share for the Financial Year ended on 31 March, 2017, subject to the approval of shareholders at the ensuing Annual General Meeting to be held on 29 August, 2017.

The total dividend for 2016-17 aggregates to H2.20 per equity share of the face value of H2 each, as compared to H7 per equity share of the face value of H10 each, for 2015-16.

The total dividend declared (excluding dividend tax) for the current year is RS,18.16 Crore as against RS,11.11 Crore.

The Register of Members and Share Transfer Books will remain closed from Wednesday, 23 August, 2017 to Tuesday, 29 August, 2017 (inclusive of both days) for the purpose of payment of final dividend to the equity shareholders of the company for the year ended on 31 March, 2017.

The dividend will be paid to members, whose names appear in the Register of Members as on 22 August, 2017.

Dividend- Preference Shareholders

The dividend of H0.30 was paid to the Preference Shares of H10 each on 17 February, 2017 on 35,00,000 3% Cumulative Redeemable Preference Shares, amounting to RS,0.11 Crore (previous year RS,0.11 Crore) subject to the approval of shareholders as a final dividend.

Transfer to Reserve

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

Share Capital

As on 31 March, 2017, the paid up equity share capital of the company was RS,15.87 Crores. During the year, 35,00,000 3% Cumulative Redeemable Preference shares of RS,10 each were redeemed on 20 February, 2017 as per the approved terms.

Sub-division of equity Shares

During the year, equity share of the company having face value of H10 (Rupees Ten) each fully paid-up was sub-divided into 5 (Five) Equity Shares, having face value of H2 (Rupees Two) each fully paid up w.e.f. 14 September, 2016 being the “Record Date”.

Qualified Institutional Placement (QIP)

On 3 April, 2017, the Company allotted 70,92,125 equity shares of H2 each, to eligible qualified institutional buyers at issue price of H423 per equity share aggregating to RS,2999.97 Lacs under QIP.

Employee Stock Option Scheme

In order to motivate, incentivize and reward employees, your Company has introduced Minda Employee Stock Option Scheme-2016 (“ESOS 2016”) to provide equity based incentives to the employees of the Company including its subsidiary companies.

The above scheme was approved by the shareholders on August 11, 2016. The Scheme is administered by the Nomination and Remuneration Committee of the Board of Directors. During the year, 9,86,750 options were granted to eligible employees.

Pursuant to the provisions of SEBI (Share Based Employee Benefits), Regulations, 2014, disclosure with respect to the ESOS 2016 Scheme of the Company as on March 31, 2017 is enclosed as Annexure A to this Report and has also been uploaded on the Company’s website at www.unominda.com.

The stock option scheme is in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014 (‘Employee Benefits Regulations’) and there have been no changes to the plan during the financial year.

A certificate the Statutory Auditors, with respect to the implementation of the Company’s ESOS schemes, would be placed before the shareholders at the ensuing Annual General Meeting. A copy of the same will also be available for inspection at the Company''s registered office.

During the year under review, the Company has not issued any shares with differential voting rights nor sweat equity.

Deposits

The Company has not accepted any fixed deposits under section 73 of the Companies Act, 2013 during the year and, as such, no amount of principal or interest was outstanding as on the date of the Balance Sheet.

Listing

The equity shares of the Company are listed with BSE Limited and National Stock Exchange of India Limited. There are no arrears on account of payment of listing fees to the Stock Exchanges.

Particulars of Loans, Guarantees or Investments

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

Awards and Recognition

During the year, the company was facilitated with several awards, including the Development Award won by Switch Division from HMSI and Quality Award won by Lighting and Acoustic Division from Escorts Ltd. In addition to this, Switch Division was awarded with the CII Industrial Innovative Awards as among the “25 most innovative Company”.

Corporate Social Responsibility Initiatives

As part of its initiatives under Corporate Social Responsibility (CSR), the CSR Committee has been entrusted with the prime responsibility of recommending to the Board about Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the company as specified in Schedule VII of Companies Act, 2013, the amount of expenditure to be incurred on CSR activities and monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

The details of the CSR Policy of the Company are available on our website www.unominda.com The CSR Report is enclosed as Annexure-B to the Board’s 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 stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is enclosed as Annexure-C.

Corporate Governance

The report on Corporate Governance together with the Certificate regarding the Compliance of conditions of Corporate Governance as stipulated in Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is enclosed as Annexure -D.

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements.

The Certificate issued by M/s. Sanjay Grover & Associates, Company Secretary in Practice regarding the Compliance of conditions of Corporate Governance as stipulated in Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is enclosed as Annexure-E.

Risk Management Policy

The Company has laid down the procedures to inform Board members about risk assessment and minimisation procedures. The Board of Directors of the Company has framed Risk Management Policy which can be assessed on Company’s website www.unominda.com

The Policy forms part of the internal control and corporate governance process of the Company. The aim of the policy is not to eliminate risks, rather to manage the risks involved in the company activities.

Internal Financial Control and its adequacy

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

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

Human Resource Management

The management firmly believes that employees’ motivation, development and engagement are key aspects of good human resource management. Several forum and communication channels are provided to our employees to share their views and give their feedback. Leadership Development Competency Assessment, Talent Management, Capability Enhancement and Employee Empowerment continues to be key areas.

Particulars of Employees

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

In accordance with the provisions of Section 197(12) of the Act and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are available with the Company. In terms of provisions of Section 136(1) of the Act, this report is being sent to the members without this annexure. Shareholders interested in obtaining a copy of the annexure may write to the Company Secretary.

Vigil Mechanism

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The reportable matters are to be disclosed to Audit Committee. No personnel has been denied access to the Audit Committee.

Directors and Key Managerial Personnel

As on 31 March 2017 there were five (5) Directors on the Board of your company, consisting of three (3) Independent Directors, one (1) Non-Executive Director and a Chairman & Managing Director (CMD). Mr. Nirmal K Minda is on the Board of the Company since 16 September 1992 and was appointed as Chairman and Managing Director on 25 May 2010.

On the recommendation made by the board at its meeting held on 30 March, 2016 the shareholders at its meeting held on 11 August, 2016, approved the re-appointment of Mr. Nirmal K Minda, as Chairman and Managing Director of the Company for a period of two years from 1 April, 2016 to 31 March, 2018.

In compliance with Section 149 of the Act, Mr. Satish Sekhri, Mr. Alok Dutta and Ms. Renu Challu are the Independent Directors of the Company. They have submitted the declaration(s) that each of them meets the criteria of independence as provided in Section 149(7) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year. Ms. Rent Challu is Independent woman Director of your Company.

Mr. Nirmal K Minda, Chairman & Managing Director; Mr. Sudhir Jain, Group CFO and Mr. H. C. Dhamija, Vice President-Group Accounts, Legal, Secretarial, Indirect Taxation & Company Secretary of the Company are the Key Managerial Personnel as per the provisions of the Companies Act, 2013.

None of the Key Managerial Personnel have resigned or appointed during the year except reappointment of Mr. Nirmal K Minda, Chairman and Managing Director of the Company.

Appointments / Resignations from the Board of Directors

The tenure of appointment of Ms. Renu Challu, as an Independent Director on the Board of the Company was upto 18 December, 2016. The shareholders at their meeting held on 11 August, 2016 approved the re-appointment of Ms. Renu Challu for a further period of 2 years

Ms. Renu Challu has given a declaration to the Board that she meets the criteria of independence as provided under section 149(7) of the Act. In the opinion of the Board, she fulfils the conditions specified in the Act and the Rules for such an appointment.

Directors retiring by rotation

In accordance with the provisions of the Companies Act, 2013 and in terms of Articles of Association of the Company, Mr. Nirmal K Minda retires by rotation and is eligible for re-appointment.

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 (“SEBI Listing Regulations”), 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 no independent directors, performance of the Board as a whole 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.

Familiarization programme for Board Members

Your Company has in place a structured induction and familiarization programme for all its Directors including the Independent Directors. Your Company through such programmes familiarizes not only the Independent Directors but any new appointee on the Board with a brief background of your Company, their roles, rights, responsibilities, nature of the industry in which it operates, business model operations, ongoing events. They are updated on all business related issues and new initiatives. They are also informed of the important policies of your Company including the ‘Code of Conduct for Directors and Senior Management Personnel’ and the ‘Code of Conduct for Prevention of Insider Trading.’

Policy on Directors’ appointment and remuneration

The Policy is to have an appropriate mix of executive and independent directors to maintain the independence of the board, and separate its functions of governance and management. On 31 March 2017, the Board consists of five members, out of which, one is executive director, one is non-executive director and remaining three are independent directors. The policy of the company on directors’ appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on our website www.unominda.com. There has been no change in the policy since the last financial year.

Meetings of Board and Audit Committee

During the year Seven (7) Board Meetings and Seven (7) 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

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

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholders Relationship Committee

- Corporate Social Responsibility Committee

The details with respect to the compositions, powers, roles, terms of reference and number of meetings held during the year of relevant committees are given in detail in the Corporate Governance Report of the Company, which forms part of this Board’s Report.

Directors’ Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134 (5) of the Companies Act, 2013:

a) that in the preparation of the annual financial statements for the year ended 31 March, 2017, the applicable accounting standards have been followed;

b) that accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March, 2017 and of the profit of the Company for the year ended on that date;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that 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 systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

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 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.unominda.com. The Code has been circulated to Directors and Senior Management Personnel, and its compliance is affirmed by them annually.

Prevention of Insider Trading

The Board has formulated the Code of Practice for Fair Disclosure of Un-published Price Sensitive Information and the Code of Conduct for regulating, monitoring and reporting of Trading of Shares by Insiders.

The above 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.

Transfer of Battery Division

The shareholders of the Company approved the transfer of Battery Division situated at Pant Nagar, Uttrakhand to its Subsidiary namely, Minda Storage Batteries Private Limited.

The above stated unit has been transferred to Minda Storage Batteries Private Limited on 1 April, 2017.

Joint Venture Agreement(s)

During the year, the company has entered into Joint Venture Agreement with Onkyo Corporation, Japan, to design, develop and manufacture of Speaker and Speaker System(s), wherein the shareholding has been agreed at 50:50. The project will be set up at Bawal, Haryana.

The company has also entered into Joint Venture Agreement with Katolec Corporation, Japan to manufacture Printed Circuit Boards (PCB) and Box Build Assemblies, wherein the shareholding has been agreed at 51:49 i.e. 51% shareholding by Minda Industries Limited and 49% shareholding by Katolec Corporation, Japan. The project will be set up at Pune, Maharashtra.

In addition to above, on 27 April, 2017, the Company has entered into Joint Venture Agreement with Tung Thih Electronic Co. Ltd., Taiwan (TTE), to design, develop and manufacture of Driving Assistance Products and Systems (DAPS), wherein the shareholding has been agreed at 50:50.

Related Party Transactions

The related party transactions during the financial year were in the ordinary course of business and on arm’s length basis.

Transactions with related parties are disclosed in Notes to the Financial Statements provided in this Annual Report. Since all the Related Party Transactions that were entered into during the financial year were on arm’s length basis and were in the ordinary course of business, no details are required to be provided in Form AOC-2 prescribed under clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

The Related Party Transactions are placed before the Audit Committee and also before the Board for approval. Prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions, which are of a foreseen and repetitive nature.

The transactions entered into pursuant to the omnibus approval so granted are reviewed and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval.

In accordance with the requirements of SEBI (Listing Obligations & Disclosure Requirement) Regulations 2015, the Company has also adopted the Policy on Related Party Transactions and the same has been uploaded on the website of the company.

Subsidiaries, Joint Ventures and Associates

At the beginning of the year, your Company has 9 direct subsidiaries, 6 step down subsidiaries, 1 joint venture and 5 associates including 2 partnership firms. During the year under review, 3 subsidiaries,

1 step down subsidiary and 2 Joint Ventures were added. As on 31 March 2017, your Company has 12 direct subsidiaries, 7 step down subsidiaries and 5 associates including 2 partnership firms. In addition to this, there are 3 joint venture Companies as on 31 March 2017.

During the year, the following investments/ additional investments were made in the following Companies:

Subsidiaries

Name of the Company

Number of shares

Face value per share

Amount of Investment Rs, in Crore)

Minda Kosei Aluminum Wheel Private Limited

3,27,32,000

RS,10

32.73

Minda TG Rubber Private Limited

59,27,730

RS,10

5.93

Global Mazinkert, S.L.

21,00,000

Euro 1

15.98

Rinder India Private Limited

84,996

RS,100

39.68

Minda Storage Batteries Private Limited

18,86,00,000

RS,10

9.05

Joint Venture

Name of the

Number of

Face value

Amount of

Company

shares

per share

Investment

Rs, in Crore)

Roki Minda Co. Private Limited

4,09,24,800

RS,10

43.08

Associates

Name of the Company

Number of shares

Face value per share

Amount of Investment Rs, in Crore)

Kosei Minda

41,78,571

RS,10

4.18

Aluminum

Company Private

Limited

Shareholding % in Subsidiaries, Joint Ventures and Associates as on 31 March 2017

Entity

% age of shareholding

Subsidiaries

Minda Distribution and Services Ltd.

100.00

Minda Auto Components Ltd.

100.00

Rinder India Pvt. Ltd.

100.00

Minda Storage Batteries Pvt. Ltd.

100.00

Global Mazinkert S.L.

100.00

MJ Castings Ltd.

98.00

Minda Kyoraku Ltd.

71.66

Minda Kosei Aluminum Wheel Pvt. Ltd.

69.99

Minda TG Rubber Ltd.

51.00

SAM Global Pte Ltd.

51.00

YA Auto (Partnership Firm)

51.00

PT Minda Asean Automotive

50.68

Step Down Subsidiaries

Clarton Horn Spain

100.00

Clarton Horn Morocco SARL

100.00

CH Signalakustic GmbH

100.00

Clarton Horn Mexico

100.00

PT Minda Trading

100.00

Minda Industries Vietnam Co. Ltd.

100.00

Light & Systems Technical Center S.L. Spain

100.00

Joint Ventures

Rinder Riduco, S.A.S., Columbia

50.00

Minda EMER Technologies Limited

49.10

Roki Minda Co. Pvt. Ltd.

49.00

Associates

Yogendra Engineering (Partnership Firm)

48.90

Auto Components (Partnership Firm)

48.90

Kosei Minda Aluminum Co. Pvt. Ltd.

30.00

Mindarika Pvt. Ltd.

27.08

Minda NexGenTech Ltd.

26.00

During the year, the Board of Directors (‘the Board'') reviewed the affairs of the subsidiaries. In accordance with section 129(3) of the Companies Act, 2013, the consolidated financial statements of the Company have been prepared, which forms part of this Annual Report. Further, a statement containing the salient features of the financial statements of our subsidiaries in the prescribed format AOC- 1 forms part of Annual Report. The statement also provides the details of performance and financial position of each of the subsidiaries, Joint Venture Companies and associates and their contribution to the overall performance of the company.

The Financial Statements of the subsidiary companies, are not being attached with the Balance Sheet of the Company. However, in accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the company and audited accounts of each of its subsidiaries are available on our website www.unominda.com. These documents will also be available for inspection during business hours at our registered office.

Auditors and Auditors’ Report Statutory Auditors

M/s. B S R & Co. LLP, Chartered Accountants were appointed as Statutory Auditors of the Company at the Annual General Meeting (AGM) held on

11 August, 2016 to hold office until the conclusion of third consecutive Annual General Meeting, subject to the ratification by the shareholders at next annual general meeting(s). They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment. Therefore, ratification of appointment of Statutory Auditors is being sought from the members of the company at the ensuing AGM.

The Auditors’ Report does not contain any qualification, reservation or adverse remark. The Auditors’ Report is enclosed with the financial statements in the Annual Report.

During the year, the Auditors have not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

Cost Auditors

The Board of Directors on the recommendation of the Audit Committee has appointed M/s. Jitender Navneet & Co., Cost Accountants, as a Cost Auditors for the Financial Year 2017-18.

Secretarial Auditors

The Board has appointed M/s. Sanjay Grover & Associates , Practicing Company Secretaries, to conduct secretarial audit for the financial year 2016-17. The Secretarial Audit Report for the financial year ended 31 March, 2017 is enclosed as Annexure-G. The Secretarial audit report does not contain any qualification, reservation or adverse remarks.

Consolidated Financial Statements

The Consolidated Financial Statements of the Company prepared in accordance with relevant Accounting Standards (AS) viz. AS 21, AS 23 and AS 27 as prescribed under the Act, form part of this Annual Report.

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

Your Company has always believed in providing a safe workplace to every individual working in Company’s premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Company has in place a robust policy on prevention of sexual harassment at workplace. The policy aims at prevention of harassment of employees as well as contractors and lays down the guidelines for identification, reporting and prevention of sexual harassment. There is an Internal Complaints Committee (ICC) which is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the policy. During the year, no complaints were received.

Significant and Material Orders

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.

Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT 9 is enclosed as Annexure-H.

Management Discussion & Analysis Report

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion & Analysis is enclosed as Annexure -I.

Business Responsibility Report

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

Acknowledgements

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

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

For and on behalf of the Board of Directors

For Minda Industries Ltd.

Nirmal K Minda

Place: Gurgaon (Haryana)

Chairman & Managing Director

Date : 16 May, 2017 DIN: 00014942


Mar 31, 2016

The Board of Directors hereby submit the report on business and operation of your Company, along with the audited financial statements for the financial year ended on 31 March 2016. The consolidated performance of the Company, its subsidiaries, Joint Venture and Associate Companies has been referred to wherever required

Results of Our operations (Rs. In Lacs, except per equity share data)

Standalone Consolidated Particulars 2015-16 2014-15 2015-16 2014-15

Sales / Income from Operations 1,46,874 1,37,585 2,52,733 2,23,208

Other Income 2,238 1,868 1,397 1,699

Profit Before Tax 9,885 6,969 13,871 7,879

Tax expense 1,947 1,649 2,775 1,938

Profit before minority interest 7,938 5,320 11,096 5,941 and share in net profit of associate

Share in net profit of associate - - 1,167 831

Minority interest - - (1,149) 25

Profit for the year 7,938 5,320 11,113 6,797

Surplus opening balance 24,242 20,379 23,155 17,815

Amount Available for appropriation 32,180 25,699 34,268 24,612 Appropriation

Amount transferred to General 300 300 300 300 Reserve

Dividend

Interim 476 397 476 397

Final 645 566 645 566

Total Dividend 1,121 963 1,121 963

Dividend tax 228 194 228 194

Surplus - closing balance 30,531 24,242 32,619 23,155

Earnings per share (EPS) before extra-ordinary items

Basic (in Rs.) 49.96 33.45 69.97 42.76

Diluted (in Rs.) 49.96 33.45 69.97 42.76

EPS after extra-ordinary items

Basic (in Rs.) 49.96 33.45 69.97 42.76

Diluted (in Rs.) 49.96 33.45 69.97 42.76

Financials- Standalone

Revenue from operations on a standalone basis increased to Rs.1,46,874 lacs from Rs.1,37,585 lacs in previous year, at a growth rate of 6.75%. The profit before exceptional Items and tax was Rs.9,885 lacs, as against Rs.6,582 lacs in previous year. Net profit was Rs.7,938 lacs, as against Rs.5,320 lacs in the previous year.

Financials- Consolidated

Revenue from operations on a consolidated basis increased to Rs.2,52,733 lacs from Rs.2,23,208 lacs in previous year, at a growth rate of 13%. The profit before exceptional Items and tax was Rs.13,351 lacs, as against Rs.6,283 lacs in previous year. Net profit was Rs.11,113 lacs, as against Rs.6,797 lacs in the previous year.

Appropriations

Dividend

Equity Shareholders

The Board, in its meeting held on 2 February 2016, declared an interim dividend of Rs.3.00 per equity share. Further, the Board, in its meeting held on 21 May 2016, has recommended a final dividend of Rs.4.00 per equity share for the financial year ended on 31 March 2016 subject to the approval of shareholders at the ensuing Annual General Meeting to be held on 11 August 2016.

The Total dividend for 2015-16 aggregates toRs.7.00 per equity share, as compared to Rs.6.00 per equity share for 2014-15.

The total dividend appropriation (excluding dividend tax) for the current year is Rs.1,111 lacs, as against Rs.952 lacs in the previous year.

The register of members and share transfer books will remain closed from 5 August 2016 to 11 August 2016 (inclusive of both the day) for the purpose of payment of final divided for the shareholders of the Company, for the year ended on 31 March 2016.

The dividend will be paid to members whose names appear in the Register of Members as on 4 August, 2016.

Preference Shareholders

The dividend of Rs.0.30 per 3% Cumulative Redeemable Preference Share of Rs.10.00 each on 35,00,000 3% Cumulative Redeemable Preference Shares, amounting to Rs.10.50 Lacs was paid to the shareholders on 2 February, 2016, being the settlement date for the purpose (Previous Year Rs.10.50 Lacs) is recommended to be approved and considered as final dividend.

Transfer to Reserve

The Company proposes to transfer amount of Rs.300 Lacs to the General Reserve.

Awards and Recognition

During the year 2015-16, your Company was conferred awards and recognition. The major ones among them are listed as follows:-

- MIL-Switch Division received Excellence in Quality award from Yamaha Motors India Pvt. Ltd.

- MIL-Switch Division recognised for Customized Business Support and Excellent Contribution during HMSI participation in Auto Expo 2016.

- MIL-Acoustic Division, recognised for Best Quality and TPM practices from Bajaj Auto Limited.

- Clarton Horn recognized as one of the fifteen companies that obtained an incentive for its good practices in safety policy.

Share Capital

The paid up Equity Share Capital as on 31 March 2016 was Rs.1,586.54 Lacs. During the year under review, the Company has not issued shares with differential voting rights neither granted stock options nor sweat equity.

Fixed Deposits

We have not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as on the date of the Balance Sheet.

Listing

The equity shares of the Company are listed with BSE Limited and National Stock Exchange of India Limited. There are no arrears on account of payment of listing fees to the Stock Exchanges.

Particulars of Loan, Guarantees or Investments

Loan, guarantees and investments covered under Section 186 of the Companies Act, 2013 forms part of the Notes to the financial statements provided in this Annual Report.

Corporate Social Responsibility Initiatives

As part of its initiatives under "Corporate Social Responsibility (CSR), the CSR Committee has been entrusted with the prime responsibility of recommending to the Board and monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

Details of the CSR policy of the Company is available on our website (https:Zwww.mindagroup.com). The CSR report is appended as Annexure - A to the Board''s Report.

Energy conservation, technology absorption and foreign exchange earnings and outgo

The particulars as prescribed under Section 134 (3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, are appended as Annexure - B to the Board''s Report.

Corporate Governance

Corporate governance is about maximizing the value of Shareholders of the company. The goal of Corporate Governance is to ensure fairness for every stakeholders. We believe sound corporate governance is critical to enhance and retain investor trust. We always seek to ensure that our performance is driven by integrity. Your Board exercises its fiduciary responsibilities in the widest sense of the term.

The Corporate Governance Report is appended as Annexure - C to the Board''s Report.

The certificate on Corporate Governance issued by M/s Sanjay Grover & Associates, Company Secretaries in Practice regarding the compliance of conditions of Corporate Governance as stipulated in Regulation 34(3) , read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is appended as Annexure - D.

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 http:/www.mindagroup.com

This policy forms part of the internal control and corporate governance process of the Company. The aim of this policy is not to eliminate risks, rather to manage the risks involved in the Company activities.

Internal financial control and its adequacy

The Board has adopted 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.

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

Human Resource Management

The management firmly believes that employees'' motivation, development and engagement are key aspects of good human resource management. Several forums and communication channels are provided to our employees to share their views and give their feedback. Leadership development Competency Assessment, Talent Management, continuous capability enhancement and employee empowerment continues to be a key area of strategic focus for the Company.

Particulars of Employees

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

A statement containing the names of every employee who is employed throughout the year and is in receipt of a remuneration of Rs. 60 lacs per annum or more, and of every employee who is employed part of the year, is in receipt of a remuneration of Rs. 5 lacs per month or more, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed.

Vigil Mechanism

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act,2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015. Your Company has whistle blower policy under which the directors and the employees are free to report violation of the applicable laws and regulations and the code of conduct. The reportable matters are to be disclosed to Audit Committee.

Directors and Key Managerial Personnel

As on 31 March 2016 there were five (5) Directors on the Board of your company, consisting of three (3) Independent Directors, one (1) Non-Executive Director and a Chairman & Managing Director (CMD).

Mr. Nirmal K Minda is on the Board of the Company since 16 September 1992 and was appointed as Chairman and Managing Director on 25 May 2010.

The Board at its meeting held on 30 March 2016 approved the reappointment of Mr. Nirmal K Minda as Chairman and Managing Director of the Company for a period of two years from 1 April 2016 to 31 March 2018 subject to approval of share holders at the ensuing Annual General meeting to be held on 11 August 2016.

In compliance with section 149 of the Act, Mr. Satish Sekhri, Mr. Alok Dutta and Ms. Renu Challu are the Independent Directors of the Company. They have submitted the declaration(s) that each of them meets the criteria of independence as provided in section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year.

Ms. Renu Challu is Independent woman Director of your Company.

Mr. Nirmal K Minda, Chairman & Managing Director; Mr. Sudhir Jain, Corp Business Head and Group CFO and Mr. H.C. Dhamija, Vice President-Group Accounts, Legal, Secretarial, Indirect Taxes & Co. Secretary of the Company are the Key Managerial Personnel as per the provisions of the Companies Act, 2013.

None of the Key Managerial Personnel have resigned or appointed during the year under review except reappointment of Mr. Nirmal K Minda, Chairman and Managing Director of the Company.

Appointments / Resignations from the Board of Directors

The tenure of appointment of Ms. Renu Challu, as an Independent Director on the Board of the Company will be expiring on 18 December, 2016. The Board of Directors of your Company at their meeting held on 28 June, 2016 have recommended the re- appointment of Ms. Renu Challu as Independent Director for a period of 2 years.

The notice under section 160 of the Companies Act, 2013 has also been received from a member proposing her candidature.

Ms. Renu Challu has given a declaration to the Board that she meets the criteria of independence as provided under section 149(6) of the Act. In the opinion of the Board, she fulfils the conditions specified in the Act and the Rules.

Mr. Rakesh Sony, Non-Executive Director of the Company resigned from the Board with effect from 11 September, 2015.

Mr. Vishal Tulsyan joined on the Board as Additional Director on 3 November, 2015 and resigned with effect from 3 March 2016.

The Board placed its appreciation for the outstanding contributions made by them during their tenure of office.

Director Retiring by Rotation

In accordance with the provisions of the Companies Act, 2013 and in terms of Memorandum and Articles of Association of the Company, Mr. Anand Kumar Minda retires by rotation and being eligible has offered himself for re-appointment.

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 ("SEBI Listing Regulations"), 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 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.

Familiarization programme for Board Members

Your Company has in place a structured induction and familiarization programme for all its Directors including the Independent Directors. Your Company through such programmes familiarizes not only the Independent Directors but any new appointee on the Board with a brief background of your Company, their roles, rights, responsibilities, nature of the industry in which it operates, business model operations, ongoing events, etc. They are updated on all business related issues and new initiatives. They are also informed of the important policies of your Company including the ''Code of Conduct for Directors and Senior Management Personnel'' and the ''Code of Conduct for Prevention of Insider Trading''

Policy on Directors'' appointment and remuneration

The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the board, and separate its functions of governance and management. On 31 March 2016, the Board consists of five members, out of which, one is executive, one is non-executive and remaining three are independent directors.

The policy of the Company on directors'' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on our website www.mindagroup.com. There has been no change in the policy since the last financial year.

Meetings of Board and Audit Committee

During the year eight (8) Board Meetings and eight (8) 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

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

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholders Relationship Committee

- Corporate Social Responsibility Committee

The details with respect to the compositions, powers, roles, terms of reference and number of meetings held during the year of relevant committees are given in detail in the Corporate Governance Report of the Company, which forms part of this Board''s Report.

Directors'' Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(5)of the Companies Act, 2013:

a) that in the preparation of the annual financial statements for the year ended 31 March 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Note 2 of the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March 2016 and of the profit of the Company for the year ended on that date;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the 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 systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

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.mindagroup.com. The Code has been circulated to Directors and Senior Management Personnel, and its compliance is affirmed by them annually.

Prevention of Insider Trading

The Board has formulated the Code of Practice for Fair Disclosure of Unpublished Price Sensitive Information and the Code of Conduct 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.

Related party transactions

The related party transactions that were entered into during the financial year were in the ordinary course of business and on arm''s length basis. In the following related party transactions, the company has obtained shareholders'' approval through Postal Ballot by way of Ordinary Resolution(s) under Section 186 (2) (c) and 188 (1) (a) & (b) of the Companies Act, 2013:- 1) for investment in 51% equity shares i.e. 17850000 Equity Shares of Rs.10 each fully paid up of Minda TG Rubber Private Limited for a total consideration of Rs.1785 Lacs.

2) for investment in 30% equity shares i.e. 24558800 Equity Shares of Rs.10 each fully paid up of Kosei Minda Aluminium Co. Private Limited for a total consideration of Rs.1227.94 Lacs.

Transactions with related parties are disclosed in Note No. 40 to the Annual Accounts since all the Related Party Transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of business and there was no material related party transaction entered by the Company during the year as per Related party Transaction policy, no details are required to be provided in Form AOC-2 prescribed under clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

The Related Party Transactions are placed before the Audit Committee and also before the Board for approval. Prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions, which are of a foreseen and repetitive nature.

The transactions entered into pursuant to the omnibus approval so granted are reviewed and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

In accordance with the requirements of SEBI (Listing Obligations & Disclosure Requirement) Regulations 2015, the Company has also adopted the Policy on Related Party Transactions and the same has been uploaded on the website of the company.

Subsidiaries, Joint ventures and Associates

At the beginning of the year, your Company has 5 direct subsidiaries, 5 step down subsidiaries, 2 joint venture and 4 associates. During the year under review, your Company has acquired 4 subsidiaries, 2 step down subsidiaries and 1 associate. Further 1 step down subsidiary got liquidated during the year. As on 31 March 2016, your Company has 9 direct subsidiaries, 6 step down subsidiaries and 5 associates. In addition to this, there is 1 joint venture as on 31March 2016.

During the year, investments were made in the following subsidiaries, and associates:

- PT Minda Automotive Asean (PTMA), Indonesia

On 1 July, 2015 your Company acquired another 13% shareholding in PTMA, a manufacturer of Auto components.

- Sam Global Pte Ltd, Singapore

On 1 July, 2015, your Company acquired 51% shareholding in Sam Global pvt. Ltd, a SPV Company, whose Subsidiaries are engaged is manufacturing of auto electrical parts. The step down subsidiary of which is engaged in manufacture.

- M J Castings Limited

In MJ Casting Limited your company was holding 50%. On 1 August, 2015 the Company acquired additional 48% shareholdings in MJ Casting, manufacturer of Die casting products. Now this company has become the subsidiary company. Earlier it was a joint venture company.

- Minda TG Rubber Pvt Ltd

On 30 March 2016 the Company acquired 51% shareholdings in Minda TG Rubber, a manufacturer of brake hose, fuel hose and their components, accessories and fittings.

- Kosei Minda Aluminum Co.Pvt Ltd

On 29 March 2016 the Company acquired 30% shareholding in Kosei Minda, a manufacturer of Alloy Wheels and other accessories / parts for automobile industry.

Summary of Subsidiaries, Joint ventures and Associates:

Entity % Share Holding

Subsidiaries:

Minda Distribution and Services Limited 100.00%

Minda Auto Components Limited 100.00%

Minda Kyoraku Limited 71.66%

MJ Castings Limited 98.00%

Minda Kosei Aluminum Wheel Pvt Ltd 69.99%

Global Mazinkert S.L. 100.00%

PT Minda Asean Automotive 50.68%

SAM Global Pte Ltd 51.00%

Minda TG Rubber Pvt. Ltd. 51.00%

Step Down Subsidiaries:

Clarton Horn Spain 100.00%

Clarton Horn Morocco SARL 100.00%

CH Signalakustic GmbH 100.00%

Clarton Horn Mexico 100.00%

PT Minda Trading 100.00%

Minda Industries Vietnam Company 100.00% Limited

Entity % Share Holding

Joint Venture:

Minda Emer Technologies Limited 49.10% Associates:

Mindarika Pvt Ltd 27.08%

Minda NextGenTech Ltd 26.00%

Kosei Minda Aluminum Co. Pvt. Ltd. 30.00%

Yogendra Engineering 48.90%

Auto Component 48.90%

During the year, the Board of Directors (''the Board'') reviewed the affairs of the subsidiaries. In accordance with section 129(3) of the Companies Act, 2013, the consolidated financial statements of the Company have been prepared, which forms part of this Annual Report. Further, a statement containing the salient features of the financial statements of our subsidiaries in the prescribed format AOC- 1 forms part of annual report. The statement also provides the details of performance and financial position of each of the subsidiaries.

The Financial Statements of the subsidiary companies, are not being attached with the Balance Sheet of the Company. However, in accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the company and audited accounts of each of its subsidiaries are available, on our website, www.mindagroup.com. These documents will also be available for inspection during business hours at our registered office.

Acquisition of Spain based Rinder Group

In the month of March 2016 your Company entered into Share Purchase Agreement for global acquisition of Lighting business of Spain based Rinder Group. Rinder Group is engaged in the manufacturing of automotive lamps- Head Lamps, Tail Lamps and Small lamps.

In June, 2016 your Company has completed the acquisition of Rinder India Private Limited India and Light Systems and Technical Center, Spain along with 50% equity holding in Rinder Riducu, Colombia. The Enterprise value for the total deal is Euro ~20Million. Rinder''s brand name & intellectual property rights have also been acquired as part of overall deal.

Rinder India Private Ltd. has three manufacturing plants in India, out of which two plants are located at Pune, Maharashtra and one is located at Bahadurgarh, Haryana.

This acquisition will establish Minda Industries Limited as a technology leader in lighting solutions and will further augment the R&D Capabilities of the company.

Auditors and Auditors'' Report Statutory Auditors

M/s. B S R & Co. LLP, Chartered Accountants were appointed as Statutory Auditors of the Company at the Annual General Meeting held on August 28, 2014 to hold office until the conclusion of 2nd Consecutive Annual General Meeting i.e, till the conclusion of the ensuing Annual General Meeting of the Company and being eligible, offer themselves for re-appointment. The Company has received their written consent and a certificate that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 and that the re-appointment, if made, shall be in accordance with the applicable provisions of the Companies Act, 2013 and rules framed there under. The Audit Committee and the Board of Directors recommends the reappointment of M/s. B S R & Co. LLP, Chartered Accountants, as the Auditors of the Company till the conclusion of 3rd Consecutive Annual General Meeting subject to the ratification by the Shareholders at the Annual General Meeting of the Company.

The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

Cost Auditors

The Board of Directors on the recommendation of the Audit Committee has appointed M/s. Jitender Navneet & Co., Cost Accountants, as a Cost Auditors for the financial year 2016-17.

Secretarial Auditors

The Board has appointed M/s Sanjay Grover & Associates, Practising Company Secretaries, to conduct secretarial audit for the financial year 2015-16. The Secretarial Audit Report for the financial year ended 31 March 2016 is appended as Annexure - F. The Secretarial audit report does not contain any qualification, reservation or adverse remarks.

Consolidated Financial Statements

The Consolidated Financial Statements of the Company prepared in accordance with relevant Accounting Standards (AS) viz. AS 21, AS 23 and AS 27 are form part of this Annual Report.

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

Your Company has always believed in providing a safe workplace for every individual working in Company''s premises through various interventions and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company has in place a Robust Policy on prevention of sexual harassment at workplace. The policy aims at prevention of harassment of employees as well as contractors and lays down the guidelines for identification, reporting and prevention of sexual harassment. There is an Internal Complaints Committee (ICC) which is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the policy. During the year under review, no complaints were received.

Significant and Material Orders

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.

Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT 9 is appended as Annexure - G

Management Discussion & Analysis Report

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion & Analysis is appended as Annexure - H.

Acknowledgements

Your Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, cooperation and dedication during the year. Your Directors sincerely convey their appreciation to customers, shareholders, bankers, business associates, regulatory and government authorities for their continued support.

For and on behalf of the Board of Directors

For MINDA INDUSTRIES LTD.

Place: Gurgaon Nirmal K Minda

Date : 28 June 2016 Chairman & Managing Director


Mar 31, 2014

The Directors are pleased to present the 22nd Annual Report and the Company''s Audited Accounts for the financial year ended on 31 March 2014.

FINANCIAL RESULTS

The Company''s financial performance, for the year ended 31 March 2014 is summarized below:

(In Lacs)

PARTICULARS For the Year For the Year

2013-14 2012-13

Sales/Income from operations 1,10,806 105,629

Other Income 1,271 1,094

Profit Before Tax 3,367 3,851

Provision for Taxation 606 1,089

Minimum Alternate Tax 49 63

Deferred Tax Liability/(Asset) - (332)

Profit after Tax 2,712 3,031

Brought Forward Profit from Previous 18,800 16,664 Year

Profits Available for appropriation 21,512 19,695

APPROPRIATION:

- General Reserve 300 325

- Proposed Dividend on 3% 10.50 10.50 Cumulative Redeemable Preference

Shares

- Proposed Dividend on Equity Shares 476 476

- Corporate Tax on Dividend 83 83

- Balance of Profit carried forward 20643 18,800

FINANCIAL HIGHLIGHTS

The highlights of the Company''s performance are as under:

The revenue from operations for the Financial Year under review were Rs. 110,806 Lacs as against Rs. 105,629 Lacs for the previous year and Profit after tax were Rs. 2,712 Lacs as against Rs. 3,031 Lacs for the previous year.

DIVIDEND

Your Directors are pleased to recommend the following for approval of the Members- 1) Dividend of 30% i.e. amount of Rs. 3 per Equity Share (Previous Year Rs.3 per Equity Share) on the face value of Rs. 10 each on 15,865,356 Equity Shares (Previous Year 15,865,356 Equity Shares), amounting to Rs. 476 Lacs (Previous Year amount was of Rs. 476 Lacs).

2) Dividend of 3% i.e. Rs. 0.30 per 3% Cumulative Redeemable Preference Shares of Rs. 10 each on 35, 00,000 3% Cumulative Redeemable Preference Shares, amounting to Rs. 10.50 lacs (previous year Rs. 10.50 lacs).

TRANSFER TO RESERVE

The Company proposes to transfer amount of Rs. 300 Lacs to the General Reserve out of amount available for appropriation and an amount of Rs. 20,643 Lacs to be retained in the Statement of Proft and Loss on Standalone basis.

STRATEGIC ACQUISITION

Your company has acquired 100% shares of Global Mazinkert, S.L., Spain (SPV) on 26 March 2013. Subsequently, the SPV has acquired 100% shareholding of Clarton Horn, Spain from PMAn Domestic AG, Germany on 15 April, 2013 for Euro 68.14 lacs (Rs. 5,794.63 lacs).

Clarton Horn S.A., is a leading horn manufacturing company located in La Carolina (Jaen), Spain. It has production capacity of around 20 million horns per year. The Sales volume of last year (ending 31 December 2013) was 12.3 million and Sale value was around Euro 36 million. Clarton has also started production in its Morocco plant in 2013. Clarton Horn is second largest horn supplier worldwide.

It has 7 fully automated assembly lines The Milk run and Kanban systems have been implemented. It has facilities for prototyping and validation capability in-house. The Major supplies are being made to global OEMs e.g. BMW, Volks Wagen, Audi, Daimler, Peugeot, Renault, Nissan, Seat, Opel etc. Clarton''s edge in innovation and technical competence is very well recognized by customers and the Company is now in the process of expanding its global footprint and intends to establish factory in Mexico for addressing the North American market.

Clarton Horn has Sales offices in Germany, France, South Korea, USA and Brazil.

Clarton''s acquisition makes Minda Industries a mojor force in horn manufacturing world wide. This also offered tremendous opportunities of leveraging synergies between two companies by way of Product, Process and Technology assistance, to enhance marketability in the Indian market as well as the use tools, components from India in the Spanish manufacturing unit to achieve cost improvements.

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Financial Statements in accordance with the Accounting Standard AS – 21 on Subsidiary Companies, AS - 23 on Accounting for Investments in Associates and AS – 27 on Financial Reporting of Interests in Joint Ventures have been prepared.

SUBSIDARIES

Your Company has 4 subsidiaries and 4 step down subsidiaries

In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies, are not being attached with the Balance Sheet of the Company. However, the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will provide a copy of separate annual accounts in respect of each of its subsidiary to any shareholder of the Company who asks for it and the said annual accounts will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies.

FIXED DEPOSITS

The Company has not accepted any fixed deposits under Section 58A of the Companies Act, 1956 during the year. All the fixed deposits have been repaid during the year.

LISTING

The equity shares of the Company are listed with BSE Limited, National Stock Exchange of India Limited and the Delhi Stock Exchange Limited. There are no arrears on account of payment of listing fees to the Stock Exchanges.

DIRECTORS

Pursuant to Section 149 of the Companies Act - 2013, the Board at its meeting held on 24 May, 2014 recommended the appointment of Mr. Alok Dutta and Mr. Satish Sekhri as Independent Director(s) of the Company, for a period of five years, not liable to retire by rotation, from the date of its 22nd Annual General Meeting ,subject to approval of the Members of the Company. These Directors have given the declarations to the Board that they meet the criteria of independence as provided under Section 149(6) of the said Act and under Clause 49 of the Listing Agreement .

The Board recommends the resolutions for your approval for the above appointments.

Mr. Anand Kumar Minda, Director, retires by rotation and being eligible, has offered himself for re-appointment.

The Board recommends the same for your approval.

During the year Mr. Subhash Lakhotia resigned from the Directorship of the Company with effect from 15 March, 2014. Your Company, wishes to place on record the contribution made by him during his tenure.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility (CSR) Committee was constituted by the Board on May 24, 2014, comprising Mr. Nirmal K. Minda as the Chairman, Mr. Anand Kumar Minda, Mr. Alok Dutta and

Mr. Satish Sekhri, as members, considering requirements of the Companies Act, 2013.

The Committee''s prime responsibility is to assist the Board in discharging its social responsibilities by way of formulating and monitoring the implementation of the framework of ''Corporate Social Responsibility Policy'' of the Company.

AWARD AND RECOGNITION

During the year, the various divisions of your Company have won following awards and recognitions:- 1. Switch Division received Innovation Award from JCB, UK for the ongoing work on Steer Mode Switch and Media Panel.

2. Switch Division was awarded by HMSI for New Part Development during the year 2013-14.

3. Lighting Division was certified with appreciation by HMSI for achieving the Quality and Delivery Targets for the year 2013-14.

4. Lighting Division Tier – II Upgradation Shield from MSIL

AUDITOR AND AUDITORS'' REPORT

M/s. B S R & Co. LLP, the Statutory Auditors of the Company, hold office until the ensuing Annual General Meeting (AGM). The said Auditors have provided the Certificate of their eligibility for re-appointment. As pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed there under, it is proposed to appoint M/s. B S R & Co. LLP as Statutory Auditors of the Company to hold the office from the conclusion of this Annual General Meeting until the conclusion of the 24th Annual General Meeting, subject to ratification of their appointment at the subsequent AGMs.

The auditors in their report have mentioned that the amount deducted/ accrued in the books of accounts in respect of statutory dues have been generally regularly deposited during the year by the company with appropriate authorities ,though there has been a delay in a few cases in respect of Value Added Tax ,With Holding Tax and Service Tax. The management has taken the necessary steps in this regard to avoid such delays in the future.

Further, Auditors have stated that no undisputed amount payable in respect of Provident Fund, ESI, Income Tax, Sales Tax and other material statutory dues were in arrears as at 31 March, 2014, for a period of more than six months from the date they become payable except for CLU charges to Town & Country Planning. The management is of the opinion that as on date there is no confirmed liability & therefore, there is no need for making any provision / payment.

DIRECTORS'' RESPONSIBILITY STATEMENT

With respect to Directors Responsibility Statement and Pursuant to the requirement under Section 217(2AA) of the Companies Act - 1956, it is hereby confirmed:

1) That in the preparation of the accounts for the financial year ended 31st March, 2014, the applicable Accounting Standards read with requirements set out under Schedule VI to the Companies Act, 1956. There are no material departures from prescribed accounting standards in the adoption of these standards.

2) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 under review.

3) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding assets of the Company and for preventing and detecting fraud and other irregularities.

4) That the Directors had prepared the Annual Accounts on a ''going concern'' basis.

TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information required under section 217(1) (e) of the Companies Act, 1956 (hereinafter referred to as "the Act") read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, relating to conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo is annexed to this report at Annexure-I and forms part of the Directors'' report.

PARTICULARS OF EMPLOYEES

The information required under section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, is provided in an Annexure forming part of this Report. The Reports and Accounts are being sent to the Shareholders excluding the aforesaid Annexure in terms of Section 219(1) (b) (iv) of the Act. Any Shareholder interested in obtaining a copy of the same may write to the Company Secretary.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report is annexed at Annexure-II.

The requisite certificate from M/s Sanjay Grover & Associates, Company Secretaries confirming the compliance with the conditions of corporate governance as stipulated under clause 49, has been covered in the Report on Corporate Governance is annexed at Annexure-III.

MANAGEMENT ANALYSIS AND DISCUSSION REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, has been incorporated in a separate section forming part of the Annual Report is annexed at Annexure-IV.

HUMAN RESOURCE MANAGEMENT

The management firmly believes that employees motivation, development and engagement are key aspects of good human resource management. Several forum and communication channels are provided to our employees to share their views and give their feedback. Leadership development continues to be a key area of strategic focus for us.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the support extended to the company by Government authorities, bankers, suppliers, customers, and other stakeholders whose continued support has been a source of strength to the Company. The directors also record their appreciation to the employees for their dedication and sense of commitment to the Organisation.

The Directors also take this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders.

For and on behalf of the Board of MINDA INDUSTRIES LTD.

(Nirmal K. Minda)

Chairman and Managing Director

Place : Gurgaon

Date : 27 May, 2014


Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting their 21st Annual Report alongwith the Audited Accounts for the year ended on March 31, 2013.

FINANCIAL RESULTS

(Rs.in Lacs) PARTICULARS For the Year For the Year 2012-13 2011-12

Sales/Income from operations 105,629 110,540

Other income 1,094 1,600

Profit from operations before Tax 3,851 3,342

Provision for Taxation 1,089 688

Deferred Tax Liability/(Asset) (332) (688)

Profit after Tax 3031 3,342

Brought Forward Profit from 16,664 10,114

Previous Year Amount Transferred from:

Accumulated profits acquired on 4288

Amalgamation

Profits Available for appropriation 19,695 13455

APPROPRIATION:

- General Reserve 325 450

- Dividend paid on converted 5 5

Compulsorily convertible preference shares (class B)

- Tax on Dividend paid 9

- Proposed Dividend on 3% 10.50 10.50

Cumulative Reedemable

Preference Shares

- Proposed Dividend on Equity 476 476 Shares

- Corporate Tax on Dividend 83 79

- Balance of Profit carried 18,800 16,664 forward

DIVIDEND

Your Directors recommend

1) Dividend of 30% i.e. Rs.3 per Equity Share (Previous Year Rs.3 per Equity Share) on the face value of Rs.10 each on 15,865,356 Equity Shares (Previous Year 15,865,356 Equity Shares), amounting to Rs.476 lacs (Previous Year Rs.476 lacs).

2) Dividend of 3% i.e. Rs.0.30 per 3% Cumulative Redeemable Preference Shares of Rs.10 each on 35,00,000 3% Cumulative Redeemable Preference Shares, amounting to Rs.10.50 lacs (previous year Rs.10.50 lacs).

STRATEGIC ACQUISITION

The Company has acquired the 100% equity of Global Mazinkert S.L. as SPV. In the month of April, 2013, this SPV Company has acquired the entire equity of Clarton Horn S.A.U., Spain. With this Acquisition, your Company has become the World''s second largest manufacturer of automotive horns and this is a step towards Global Foot Print in both OEM and Aftermarket as well as Strong presence in German Automakers VW, BMW and Daimler.

NEW PROJECTS AND EXPANSION

During the year under review Plant at Hosur has started the commercial production of Switches, to cater the needs of OEMs including HMSI and TVS.

Your Company has also set up a unit at Manesar, Gurgaon for the manufacture of Fuel Caps for four wheelers. This would enable utilisation of respective strengths in order to capture the growth in infrastructure development and globally driven markets in India. This is also a step to enter new product line.

AWARD AND RECOGNITION

Several accolades have been conferred upon your Company, in recognition of its performance. A selective list:

1. The Company received Silver Shield for Design & Developments from Maruti Suzuki India Limited in 2013.

2. Lighting Division received Silver Award for Excellence in Overall Performance from Maruti Suzuki India Limited for year 2012-13.

3. SAP Division received SAP ACE Award (An Award for Customer Excellence) for Innovative Use of Technology for Outstanding Business Transformation.

4. Switch Division was awarded the Gold award for Excellence in Quality from India Yamaha Motors Pvt. Ltd

5. Lighting Division was awarded the Supplier Qualification Award for Excellent Results from Volkswagen India.

6. Switch Division was awarded Development Award for Lever Combination Switch Development from JCB India.

7. Switch Division was awarded TPM Excellence Award from JIPM, Japan for achieving company-wide efficiency by adopting extensive TPM processes.

8. Switch Division has received Cost Reduction Award from Suzuki Motorcycle India Pvt. Ltd, Quality Achievement Award from Polaris and the Gold award for Quality from "Quality Circle Forum of India (QCFI)".

FIXED DEPOSITS

No fresh public deposits were accepted by your Company during the year. There are no overdue deposits.

BOARD OF DIRECTORS

In accordance with the provisions of the Articles of Association of the Company and of the Companies Act, 1956, Mr. S.K. Arya and Mr. Subhash Lakhotia, Directors of the company are liable to retire by rotation on the date of the forthcoming Annual General Meeting and being eligible, offer themselves for re- appointment.

Information about the directors proposed to be re-appointed such as their experience etc. as required under Clause 49 of the Listing Agreement is being given in the accompanying Notice of the ensuing Annual General Meeting.

AUDITOR AND AUDITORS'' REPORT

M/s. B S R & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. The Company has received a letter from them to that effect that their appointment, if approved, would be within the prescribed limit under Section 224(1B) of the Companies Act, 1956. All observations made in the Auditors'' Report and Notes to the Accounts are self-explanatory and don''t call for any further comments under section 217 of the Companies Act, 1956.

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:

1. That in the preparation of the accounts for the financial year ended 31 March, 2013, the applicable Accounting Standards have been followed alongwith proper explanation relating to material departures, if any.

2. That they had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 under review.

3. That they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding assets of the Company and for preventing and detecting fraud and other irregularities.

4. That they had prepared the Annual Accounts on a ''going concern'' basis.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

As on 31 March, 2013, your company has 4 (four) subsidiaries, out of which 1 (one) subsidiary is registered outside India.

A statement pursuant to section 212 of the Companies Act, 1956, pertaining to subsidiaries for the year ended 31 March, 2013 is enclosed.

INFORMATION REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Information required under section 217(1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, relating to conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo is given at Annexure - I.

PARTICULARS OF EMPLOYEES

Information as per Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended from time to time, forms part of the Directors'' Report. However, as per the provisions of section 219(1) (b) (iv) of the Companies Act, 1956, the Report and the Accounts are being sent to all the members excluding the statement containing the particulars of employees to be provided under section 217(2A) of the Companies Act, 1956. Any member interested in obtaining such particulars may inspect the same at the registered office of the company or write to the Company Secretary for a copy.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with stock exchanges, a separate section titled Report on Corporate Governance has been included in this Annual Report, which is given at Annexure - II. Your directors are pleased to report that your company is fully compliant as on 31 March 2013 with the SEBI Guidelines on Corporate Governance. A certificate from M/s Sanjay Grover & Associates, Company Secretaries confirming the compliance with the conditions of corporate governance as stipulated under clause 49 of the listing agreement is given at Annexure - III.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management discussion and analysis report as required under clause 49 of the Listing Agreement with stock exchanges forms part of the annual report and is given at Annexure - I V.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation of the co-operation and support extended to the company by Government authorities, bankers, suppliers, customers, Private Equity Partner and other stakeholders whose continued support has been a source of strength to the Company. The continued dedication and sense of commitment shown by the employees at all levels during the year.

The Directors also take this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders.

For and on behalf of the Board of MINDA INDUSTRIES LTD.

(Anand Kumar Minda) (Satish Sekhri)

Director Director

Place: Gurgaon

Date: 13 August, 2013


Mar 31, 2012

Dear Members,

The Directors have pleasure in presenting their 20th Annual Report on the business and operations of the Company alongwith the Audited Accounts for the year ended on March 31, 2012.

FINANCIAL RESULTS

(Rupees in Lacs)

PARTICULARS For the Year For the Year 2011-12 2010-11

Sales/Income from operations 110,540 91,232

Other income 1,600 1,458

Profit from operations before Tax 3,342 4,673

Provision for Taxation 688 806

Deferred Tax Liability/(Asset) (688) 383

Profit after Tax 3,342 3,485

Brought Forward Profit from Previous Year 10,114 5,555

Amount Transferred from :

Accumulated Profits acquired on amalgamation 4288 -

Transferred formers while Minda Autogas Limited, pursuant to scheme of - 2103 amalgamation

Profit Available for appropriation 13,455 10,114

APPROPRIATION:

Dividend paid on converted Compulsorily convertable 55 - preference shares (class B)

- Tax on divident paid 9 -

- General Reserve 450 400

Dividend on 9% Cumulative Redeemable Preference Shares - 22.10

Dividend on 3% Cumulative Compulsorily Convertable Preference Shares - 120.40

Proposed Dividend on 3% Cumulative Redeemable Preference Shares 10.50 10.50

Proposed Dividend on Equity Shares 476 387

Corporate Tax on Dividend 79 88

Balance of Profit Carried Forward 16,664 10,114

FINANCIAL HIGHLIGHTS

The sales/ income from operations for the financial year under review were Rs.110,540 Lacs as against Rs. 91,232 Lacs for the previous year, registering growth of 21.16%.

Minda Autogas Ltd. and Minda Acoustic Ltd. were amalgamated with the Company during 2010-11 and 2011-12 respectively. Therefore, the fi nancial statements include the results of these entities.

DIVIDEND & APPROPRIATIONS

Appropriations

During the year 2011-12 an amount of Rs. 450 Lacs has been appropriated to General Reserve (last year Rs.400 Lacs).

Dividend

Your Directors recommend

1) Dividend of 30% i.e. Rs. 3/- per Equity Share (previous year Rs. 3/- per equity share) on the face value of Rs. 10/- each on 15,865,356 Equity Shares (previous year 12,910,192 Equity Shares), amounting to Rs. 476 Lacs (Previous Year Rs. 387 Lacs)

2) Dividend of 3% i.e. Rs. 0.30 per 3% Cumulative Redeemable Preference Shares of Rs. 10/- each on 35,00,000 3% Cumulative Redeemable Preference Shares, amounting to Rs. 10.50 Lacs (previous year Rs. 10.50 Lacs).

BUSINESS REVIEW AND PRINCIPAL ACTIVITIES

The Company, its subsidiaries, share of jointly controlled entities and associates is an integrated Automotive Manufacturing group with wide range of auto component products including Switches, CNG/LPG kits, Horns, Lightings, Batteries, Blow Moulding Products.

JOINT VENTURE

During the year under review, Minda Kyoraku Ltd, was incorporated by Minda Industries Limited, Kyoraku & Co., Ltd. (Japan) and Nagase & Co., Ltd (Japan).

The running units of the blow moulding division have been hived off to the aforesaid JV Company.

Your Company has invested in the Equity Shares of the said company to the tune of Rs. 31.74 Crores equal to 73.88% holding.

With this tie up, the quality of the blow moulding products will be improved further and the high quality products will be supplied to the customers, which will enhance the image of the group in the OEMs Your Company foresee great business opportunities through this joint venture.

UNO MINDA/ CORPORATE RE-BRANDING

As part of journey towards building a globally recognized brand, achieving industry leadership and taking forward the progressive outlook. Your Company had unveiled re-branding and repositioning of new corporate logo namely UNO MINDA which your Board believes would enhance the mindshare and customer loyalties towards the product offerings of your company.

The new logo in its entirety reflects a combination of Stability with Growth, of Tradition with Forward Thinking, of Continuity with Passion and Energy, and of course, the global orientation of the UNO MINDA.

The UNO MINDA baseline i.e. THINK. INSPIRE. FLOURISH is reflective of the core characteristics of the group.

AWARD AND RECOGNITION

During the year, the Company has won the various awards including the following:-

Sr. Description Name of the Competition Competition No. of the Division organized held in Award by

1 Gold Switch, Pune QCFI August, 2011

2 Gold Switch, Pant Nagar QCFI September, 2011

3 Gold Acoustic, Pant Nagar QCFI October, 2011

4 Gold Switch, Manesar QCFI October, 2011

5 Gold Acoustic, Manesar QCFI October, 2011

6 Gold Lighting, Manesar QCFI October, 2011

7 2nd Prize Lighting, Manesar CII October, 2011

8 1st Prize Switch, Manesar HMSI November, 2011

9 Excellence Switch, Manesar CCQC December, 2011 Award

10 1st Prize Switch, Pune ACMA December, 2011

FIXED DEPOSITS

No fresh fixed deposits were accepted by your Company during the year. There are no overdue deposits of your Company.

AMALGAMATION

The Company, Minda Acoustic Ltd. manufacturing Horns, for automobile sector, has been amalgamated with Minda Industries Ltd. Vide Order dated 25th August, 2011 of the Hon'ble Delhi High Court, having appointed date of April 01, 2010.

DIRECTORS

In accordance with the provisions of the Articles of Association of the Company and of the Companies Act, 1956, Mr. Alok Dutta and Mr. Satish Sekhri, Directors of the Company are liable to retire by rotation on the date of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

Information about the Directors proposed to be re-appointed such as their experience etc. as required under Clause 49 of the Listing Agreement is being given in the Notice to the shareholders for the forthcoming Annual General Meeting of the Company, which is forming part of this Annual Report.

Mr. Vivek Jindal resigned from the directorship from the Board with effect from February 13, 2012. Your company wishes to place on records the contributions made by him during his tenure.

HUMAN RESOURCE

Your Company recognizes that people are its principle assets and that its continued growth is dependent upon the Company's ability to attract and retain quality people. The Company encourages long-term commitment by rewarding its people for the opportunities they create and the value generated for customers and shareholders. The Company conducts several training programmes ,in house through Pathshala as well by out side faculties to upgrade the skills of the workforce .

CORPORATE SOCIAL RESPONSIBILITIES

Corporate Social Responsibility (CSR) is the deliberate inclusion of public interest into corporate decision making. CSR is at the core of your Company's vision and mission which is achieved by focusing on the interest of the employees, customers and shareholders of the Company and the society at large.

All the employees of your Company at manufacturing sites undergo regular periodic medical examination.

Safety and environmental performance is integral to the business performance of the Company and has received continuous focus throughout the year. 'Zero accidents' is acceptable standard of safety performance. The Company organizes various trainings including the training on fire fighting and mock drills at regular interval to ensure optimum safety of employees.

Sound environmental health and safety management is an integral part of the Company's business practices. For all manufacturing facilities, which require environmental consents such as air, water and hazardous waste, proper authorizations from respective Pollution Control Boards have been obtained and are in compliance with the present Environmental Legislation.

During the year 2011-12 Minda Industries Limited continued its affi rmative action plan & corporate social responsibility initiatives in various fields. Your company continues to support Moga Devi Minda Charitable Trust, which interalia operates through:

Minda Bal Gram: provides long term and sustained institutional care to the children in need. The Bal Gram believes in the all round development of the children. In order to fulfi l its objectives and long term goals, the institution provides physical, mental, spiritual, residential educational development and employment opportunities to the children.

Minda Seva Kendra: This project is mainly for the rural development in Haryana. The center was established in April, 2007 in Bagla Village of Hissar District in Haryana.

Under this project, the Trust has adopted the village and is working towards making it an 'Ideal Village'. The Sankranti Program, Samarth Program, Sankalpa Program, Jawala Mai Dham and Minda Seva Sadan are being run through this project.

AUDITORS AND AUDITORS' REPORT

M/s B S R and Company, Chartered Accountants were appointed as Statutory Auditors in the Annual General Meeting of the Company held on August 11, 2011 to hold the position upto this Annual General Meeting. It is stated that M/s B S R Company has submitted their resignation that they will not hold the said position after this Annual General Meeting. Your Board of Directors have proposed to appoint M/s B S R & Co. Chartered Accountants as the Statutory Auditors of the Company in their place to hold office until the conclusion of the next Annual General Meeting of the Company. The Company has received a letter from them to the effect that their appointment, if approved, would be within the prescribed limit under section 224(1B) of the Companies Act, 1956.

The Statutory Auditors of the Company vide para no.(f) have qualified their report with respect to impairment charges relating to Battery Division of the Company.

In this regard it is stated that the Battery Division of Minda Industries Ltd. was incurring continuous losses and therefore the impairment charge for the Battery division has been provided by the Company.

As per Accounting Standard 28, the carrying amount of the Assets/Cash Generating Unit (CGU) are compared with the recoverable amount and accordingly the impairment charge is arrived at. This recoverable amount is arrived by two methods prescribed in Accounting Standard 28 namely- 1) Net Selling Price 2) Value in use

The valuation of Battery Division as on March 31, 2012 has been carried out by an independent valuer, by applying the above two methods ,as prescribed in Accounting Standard 28 and therefore the management has relied upon the same.

It is further stated that the impairment charge has been adequately provided.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

1. That in the preparation of the accounts for the financial year ended March 31, 2012, the applicable Accounting Standards have been followed alongwith proper explanation relating to material departures, if any;

2. That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 under review.

3. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the Directors had prepared the Annual Accounts on a 'going concern' basis.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

The Company is having two subsidiaries namely Minda Auto Components Ltd. in which it hold 100% equity and Minda Kyoraku Ltd. where the company is holding 73.88%. In addition to this, the Company is having below mentioned associated companies and Joint Venture Companies, whose results have been consolidated by complying Accounting Standard 23 and 27:- Associated Companies : Minda Autocare Ltd. (now known as Minda Automotive Solutions Limited), Minda NexGenTech Ltd. and Mindarika Pvt. Ltd.

Joint Venture Companies : Minda Emer Technologies Ltd. and M J Casting Ltd.

Partnership Firm : Auto Components and Yogendra Engineering

During April, 2012, the Company has sold its entire investment in Minda Autocare Ltd. (now known as Minda Automotive Solutions Limited).

During April, 2012, the Company, Minda Distribution & Services Ltd. also became subsidiary of the Company.

INFORMATION REGARDING CONSERVATION OF ENERGY ETC. AND EMPLOYEES

Information required under section 217(1) (e) of the Companies Act, 1956 (hereinafter referred to as "the Act") read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, relating to conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo is annexed to this report at Appendix-I and forms part of the Directors' report.

Information as per Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended from time to time forms part of the Directors' Report. However, as per the provisions of section 219(1) (b) (iv) of the Companies Act, 1956, the Report and the Accounts are being sent to all the members excluding the statement containing the particulars of employees to be provided under section 217(2A) of the Companies Act, 1956. Any member interested in obtaining such particulars may inspect the same at the registered offi ce of the company or write to the Company Secretary for a copy.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with stock exchanges, a separate section titled Report on Corporate Governance has been included in this Annual Report, which is annexed to this report as Appendix II. Your Directors are pleased to report that your company is fully compliant as on March 31, 2012 with the SEBI Guidelines on Corporate Governance. A certificate from M/s Sanjay Grover & Associates, Company Secretaries confirming the compliance with the conditions of corporate governance as stipulated under clause 49 of the listing agreement is annexed as Appendix- III.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management discussion and analysis report as required under clause 49 of the Listing Agreement with stock exchanges forms part of the annual report and is annexed as Appendix - IV.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation of the co-operation and support extended to the Company by Government authorities, bankers, suppliers, customers, Private Equity Partner, Joint Venture partners and other stakeholders whose continued support has been a source of strength to the Company and also for the continued dedication and sense of commitment shown by the employees at all levels during the year.

The Directors also take this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders.

For and on behalf of the Board of

MINDA INDUSTRIES LTD.

Place : Gurgaon, Haryana (NIRMAL K. MINDA)

Date : 19 June 2012 CHAIRMAN & MD


Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting their 19th Annual Report alongwith the Audited Accounts for the year ended on March 31, 2011.

FINANCIAL RESULTS

(Rs. in Lacs)

PARTICULARS For the Year For the Year Ended on Ended on March 31, 2011 March 31, 2010

Sales/Income from operations 91,231 59,935

Other income 1,460 106

Cash Operating Profit 8,037 5,762

Profit Before Tax 4,673 3,060

Provision for Taxation 800 650

Deferred Tax Liability/(Asset) 383 123

Short Provision of Income Tax/Wealth Tax 6 –

Profit after Tax 3,484 2,287

Brought Forward Profit from Previous Year 5,555 4,084

Profits Available for appropriation 9,039 6,372

APPROPRIATION:

– General Reserve 400 400

– Proposed Dividend on Preference Shares 153 43

– Proposed Dividend on Equity Shares 387 315

– Corporate Tax on Dividend 88 59

– Balance of Profit carried forward 8,011 5,555

FINANCIAL HIGHLIGHTS

The Financial Statements of 2010-11 includes the results of erstwhile Minda Autogas Ltd. which has been merged with the Company.

The Sales/Income from operations for the Financial Year under review were Rs. 91,231 Lacs as against Rs. 59,935 Lacs for the previous year.

During the year under review the Company carried out trading activities in street lights and LED lantern.

DIVIDEND & APPROPRIATIONS

Appropriations

During the year 2010-11 an amount of Rs. 400 Lacs has been appropriated to General Reserve (last year Rs. 400 Lacs).

Dividend

Your directors recommend

1) Dividend of 30% i.e. Rs. 3/- per Equity Share (previous year Rs. 3/- per equity Share) on the face value of Rs. 10/- each on 1,29,10,192 Equity Shares (previous year 10,505,064 Equity Shares), amounting to Rs. 387 Lacs (Previous Year Rs. 315 Lacs)

2) Dividend of 3% i.e. Rs. 0.30 per 3% Cumulative Redeemable Preference Shares ofRs. 10/- each on 35,00,000 3% Cumulative Redeemable Preference Shares, amounting to Rs. 10,50,000/- (previous year Rs. 1,23,699/- on prorata basis).

3) Dividend of 3% i.e. Rs. 0.30 per 3% Cumulative Compulsorily Convertible Preference Shares of Rs. 2,187/- each on 1,83,500 3% Cumulative

Compulsorily Convertible Preference Shares, amounting to Rs. 1,20,39,435/- (previous year Rs. 14,18,344/- on prorata basis). These shares have been converted into equity effective from 1st April, 2011 and will be eligible for dividend as per the terms of conversion.

JOINT VENTURE

During the year under review, M J Casting Ltd, was jointly incorporated by Minda Group and JBM Group. The Company will do the die casting business and will cater the day to day demand of the customers namely Honda Motorcycles and Scooters India Ltd. Your Company has invested in the equity shares of the said Company to the tune of Rs. 500 Lacs. Your Company foresee great business opportunities through this joint venture.

During the year under review, the technical license agreement between TYC Brothers, Taiwan and Minda Industries Ltd. has been discontinued by executing termination agreement with effect from November 29, 2010.

PROJECTS

Your Company is under the process of establishing a new project for developing Blow moulded products considering enormous business opportunities in the years to come. The Company has purchased the land at Bawal (Haryana) and the construction on the said land has already been started and it is expected that the commercial production of this plant will take place in 2011 - 12.

DISINVESTMENT IN SHARES

Your Company was holding 1,80,000 Equity Shares of Om Marubeni Logistics Pvt. Ltd. and 4940 Equity Shares in Minda Realty & Infrastructure Ltd. Your Company sold the entire shareholding held in the said companies during the year 2010-11 as the desired result were not achieved by these companies.

LIASION / REPRESENTATIVE OFFICE

Your Company has opened its liaison / representative office in Taiwan. This will help in exploring the prospective customers and sourcing for design and tool development etc. This way the Company foresee the self reliance in the field of manufacturing and developing lighting equipments.

AWARD AND RECOGNITION

During the year, the following awards have been received by the various units of the Company.

1) The "Gold Award" won by the Switch Division, Pune in Pune Divisional Productivity Council competition held in December, 2010.

2) The "Excellent" in TPS and "Distinguished" Award in QC were won by the Switch Division, Pune, in QCFI-NCQC competition held at Vishakhapatnam in December, 2010.

3) Third "Consolation Award" was won by the Blow Moulding Division, Bangalore in CII QC Competition held in November, 2010.

4) "Manufacturing Excellence Award" was won by the Lighting Division from Eicher Group.

5) "Direct on lines Supplies" Award was won by the Lighting Division, Sonepat from the International Tractors Ltd.

6) The "Gold Award" was won by Lighting Division, Manesar in QCFI held in September, 2010.

7) The Vendor Performance - Gold Award" was won by Lighting Division from Maruti Suzuki India Ltd.

8) Second Prize was won by Lighting Division, Pune on QC Circles at the 23rd Regional Convention (CII) held in February, 2011 at Indore.

FIXED DEPOSITS

No fresh deposits were accepted by your Company during the year. There are no overdue deposits of your Company.

AMALGAMATION

The Company, Minda Autogas Ltd. has been amalgamated with Minda Industries Ltd. Vide Delhi High Court Order dated 25th January, 2011 having appointed date of April 01, 2009.

The Amalgamation of Minda Acoustic Ltd. with Minda Industries Ltd. is under process. The Court Convened meetings of the Unsecured Creditors of Minda Acoustic Ltd. and Minda Industries Ltd. and the Shareholders Meeting of Minda Industries Ltd. were held on March 26, 2011. The final hearing date of this amalgamation is fixed for August 24, 2011.

With these amalgamations, the product range of the Company will be increased and will includes Switches, Lightings, Horns, Batteries, Blow Moulded products and CNG/LPG Kits.

REDEMPTION OF 9% CUMULATIVE REDEEMABLE PREFERENCE SHARES

During the year under review the Company redeemed 9% Cumulative Redeemable Preference Shares of Rs. 300 Lacs.

CONVERSION OF 3% CUMULATIVE COMPULSORILY CONVERTIBLE PREFERENCE SHARES INTO EQUITY SHARES

The matter relating to conversion (effective from 1st April, 2011) of 1,83,500 3% Cumulative Compulsorily Convertible Preference Shares was approved by the Board on 28th March, 2011. Therefore, against the said conversion 18,35,000 equity shares of Rs. 10/- each with a premium of Rs. 208.70 per shares, have been issued to India Business Excellence Fund I and IL&FS Trust Company Ltd., a Trustee of India Business Excellence Fund I. These shares shall rank pari passu with the existing equity shares of the Company.

DIRECTORS

In accordance with the provisions of the Articles of Association of the Company and of the Companies Act, 1956, Mr. Subhash Lakhotia and Mr. S.K. Arya, Directors of the Company are liable to retire by rotation on the date of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

Information about the directors proposed to be re-appointed such as their experience etc. as required under Clause 49 of the Listing Agreement is being given in the Notice to the shareholders for the forthcoming Annual General Meeting of the Company, which is forming part of this Annual Report.

Mr. Ashok Minda resigned from the directorship from the Board with effect from April 14, 2011. Your Company wishes to place on records the contributions and suggestions made by him during his tenure from time to time.

The designation of Mr. Vivek Jindal was changed from Whole Time Director to Director w.e.f. April 14, 2011.

Mr. Anand Kumar Minda was appointed as Director on the Board of the Company with effect from April 14, 2011. Mr. Anand Kumar Minda is a Science Graduate, having experience of more than 35 years in automobile industry. He has in-depth experience of financial controls and reviews.

HUMAN RESOURCE

Your Company recognizes that people are its principal assets and that its continued growth is dependent upon the Company's ability to attract and retain quality people. The Company encourages long-term commitment to the Company by rewarding its people for the opportunities they create and the value generated for customers and shareholders. The Company conducts several training programmes to upgrade the skills of the workforce and also taken the following major initiative to take care of human resources during the year:

Pathshala - The group is having learning Centre "Pathshala", since October, 2008. Pathshala is imparting training to new joinees and also regular training to existing employees.

CORPORATE SOCIAL RESPONSIBILITIES

The Corporate Social Responsibilities (CSR) progress is integral part of Company's business. No growth can happen in isolation and real success and happiness only comes when every one and any one connected to receive equal benefits.

The Company, Minda Industries Limited continues to support Moga Devi Minda Charitable Trust, which inter alia operates through:

Minda Bal Gram: provides long term and sustained institutional care to the children in need. The Bal Gram believes in the all round development of the children. In order to fulfil its objectives and long term goals, the institution provides physical, mental, spiritual, residential educational development and employment opportunities to the children.

Minda Seva Kendra: This project is mainly for the rural development in Haryana. The center was established in April, 2007 in Bagla Village of Hissar District in Haryana. Under this project, the Trust has adopted the village and is working towards making it an ‘Ideal Village'.

The following programmes are being run thrugh this project.

Sankranti Program: It includes the establishment of Computer Learning Program (CLP). Uptil now, 419 students have been registered with the Centre and out of them 261 students have completed their diplomas in various courses.

Samarth Program: This project includes the establishment of Women Empowerment Program (WEP). Total 175 students have been registered with the centre. Out of them, 88 students have completed their diplomas in various courses.

Sankalpa Program: This is a Personality Development Program (PDP). Total 417 students have been registered with the Centre. Personality Development classes are being taken for students every Saturday and English spoken & learning classes are also part of this program.

Jawala Mai Dham: Temple of Goddess Jawala Mai surrounded with green park, where people come to worship. It is a unique in Hissar District. There is twice "Navratra Puja" in a year. It has become a holy place for the people of nearest villages.

Minda Seva Sadan: A glorious building for the functions like marriages, parties etc. for the surrounding village of Hissar (Bagla) has been built.

SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS

During the year under review, the shareholding held in Minda Realty & Infrastructure Ltd. (a subsidiary Company) has been transferred. Hence, your Company has now one subsidiary Company namely Minda Auto Components Ltd.

Minda Auto Components Ltd. is engaged in the business of manufacturing of switches for automobiles and is located at Noida, Hosur, Mysore and Nalagarh. Consolidation of results of this subsidiary Company with the holding Company enhance the stakeholders value.

STATUTORY REQUIREMENT

As required under the Listing Agreement with the Stock Exchanges, a consolidated financial statements of the Company and all its subsidiaries are required to be prepared. These Financial statements have been prepared in accordance with Accounting Standards issued by the Institute of Chartered Accountants of India.

As per section 212(8) of the Companies Act, 1956, the companies are required to attach the Balance Sheet, Profit and Loss Account and other documents of the Subsidiary Company. The Ministry of Corporate Affairs, Government of India has issued a circular, allowing the companies about non attaching of subsidiary Balance Sheet etc. provided the Company has to take Board approval. Your Company has taken the approval from the Board for not attaching the financial of the subsidiary Company namely Minda Auto Components Ltd.

The Accounts of the subsidiary will be made available for inspection by any members of the Company at its registered office and also at the registered office of the subsidiary. The accounts of the subsidiary Company and the detailed information will be made available to the members upon receipt of the request from them. The summary of the key financials of the Company's subsidiary is enclosed with this Annual Report.

AUDITORS AND AUDITORS' REPORT

M/s. R.N. Saraf & Co., Chartered Accountants, were appointed as Statutory Auditor, in the Annual General Meeting of the Company held on December 24, 2010 to hold the position upto this Annual General Meeting. It is stated that M/s. R.N. Saraf & Co. has submitted their resignation that they will not hold the said position after this Annual General Meeting.

Your Board of Directors have proposed to appoint M/s. B S R and Company, Chartered Accountants as the Statutory Auditors of the Company in their place to hold office until the conclusion of the next Annual General Meeting of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

1. That in the preparation of the accounts for the financial year ended 31st March, 2011, the applicable Accounting Standards have been followed alongwith proper explanation relating to material departures, if any;

2. That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 under review.

3. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the Directors had prepared the Annual Accounts on a ‘going concern' basis.

INFORMATION REGARDING CONSERVATION OF ENERGY ETC. AND EMPLOYEES

Information required under section 217(1) (e) of the Companies Act, 1956 (hereinafter referred to as "the Act") read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, relating to conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo is annexed to this report at Appendix-I and forms part of the Directors' report.

Information as per Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended from time to time forms part of the Directors' Report. However, as per the provisions of section 219(1) (b) (iv) of the Companies Act, 1956, the Report and the Accounts are being sent to all the members excluding the statement containing the particulars of employees to be provided under section 217(2A) of the Companies Act, 1956. Any member interested in obtaining such particulars may inspect the same at the registered office of the Company or write to the Company Secretary for a copy.

ENVIRONMENT COMPLIANCE

Safety and environmental performance is integral to the business performance of the Company, and received continued focus throughout the year. ‘Zero accidents' is acceptable standard of safety performance. The Company organizes fire fighting training for staff and workers.

Sound environmental heath and safety management is an integral part of the Company's business practices. For all manufacturing facilities, which require environmental consents such as air, water and hazardous waste, proper authorizations from respective Pollution Control Boards have been obtained and are in compliance with the present Environmental Legislation.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with stock exchanges, a separate section titled Report on Corporate Governance has been included in this Annual Report, which is annexed to this report as Appendix II. Your directors are pleased to report that your Company is fully compliant as on March 31, 2011 with the SEBI Guidelines on Corporate Governance. A certificate from M/s. R.N. Saraf & Co., Chartered Accountants confirming the compliance with the conditions of corporate governance as stipulated under clause 49 of the listing agreement is annexed as Appendix- III.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under clause 49 of the Listing Agreement with stock exchanges forms part of the Annual Report and is annexed as Appendix - IV.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation of the co-operation and support extended to the Company by Government Authorities, Bankers, Suppliers, Customers, Private Equity Partner and other stakeholders whose continued support has been a source of strength to the Company. The continued dedication and sense of commitment shown by the employees at all levels during the year.

The Directors also take this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders.

For and on behalf of the Board of

MINDA INDUSTRIES LTD.

Place : Gurgaon, Haryana (Nirmal K. Minda) Date : July 15, 2011 Chairman & Managing Director


Mar 31, 2010

The Directors have pleasure in presenting their 18th Annual Report alongwith the Audited Accounts for the year ended on March 31, 2010.

FINANCIAL RESULTS

(Rs. In Lacs)

PARTICULARS For the Year For the Year Ended on Ended on March 31, 2010 March 31, 2009

Sales/Income from operations 59710 45453

Other income 147 101

Cash Operating Profit 5762 4241

Profit Before Tax 3060 2098

Provision for Taxation (Including Fringe Benefit Tax) 650 575

Deferred Tax Liability/(Asset) 122 6

Profit after Tax 2288 1517

Brought Forward Profit from Previous Year 4084 3306

Profits Available for appropriation 6372 4823

APPROPRIATION:

- General Reserve 400 400

- Proposed Dividend on Preference Shares 42 27

- Proposed Dividend on Equity Shares 315 263

- Corporate Tax on Dividend 59 49

- Balance of Profit carried forward 5555 4084

FINANCIAL HIGHLIGHTS

The Sales/Income from operations for the Financial Year under review were Rs. 59,710 Lacs as against Rs. 45,453 Lacs for the previous year, registering growth of 31.37 %. The Cash Operating Profit has shown a growth of 35.86 %.

DIVIDEND & APPROPRIATIONS

Appropriations

During the year 2009-10 an amount of Rs. 400 Lacs has been appropriated to General Reserve (last year Rs.400 Lacs).

Dividend

Your directors recommend dividend

1) @ 30% i.e. Rs. 3.00 per Equity Share on the face value of Rs. 10/- each on 1,05,05,064 Equity Shares, amounting to Rs. 3,15,15,192/- (Previous Year Rs. 2.50 per Equity Share)

2) @ 9% i.e. Rs. 0.90 per 9% Cumulative Redeemable Preference Share of Rs. 10/- each on 30,00,000 9%

Cumulative Redeemable Preference Shares, amounting to Rs. 27,00,000/- (Previous Year Rs. 0.90 per Share).

3) @ 3% on prorata basis i.e. Rs. 7.729 per 3% Cumulative Compulsorily Convertible Preference Shares ofRs. 2,187/- each on 1,83,500 3% Cumulative Compulsorily Convertible Preference Shares, amounting to Rs. 14,18,344/-

4) @ 3% on prorata basis i.e. Rs. 0.04 per 3% Cumulative Redeemable Preference Shares of Rs. 10/- each on 35,00,000 3% Cumulative Redeemable Preference Shares, amounting to Rs. 1,23,699/-.

JOINT VENTURE

Your Company was holding 17,50,000 Equity Shares of Rs. 10/- each of Valeo Minda Electrical System India Pvt. Ltd. (VMES). As the desired results were not achieved by VMES, hence it was decided to sale off our equity in VMES to the other promoters of VMES. In this regard, an agreement was executed on May 18, 2010.

Your Company is holding 36.85 Lacs Equity Shares of Fiamm Minda Automotive Ltd. In the month of August, 2009, Fiamm S.p.A., the joint venture partners transferred all its equity to Minda Promoters. Subsequently, the name of the said company has been changed from Fiamm Minda Automotive Ltd. to Minda Acoustic Ltd.

AWARD AND RECOGNITION

Your Company has been awarded with TKM Award to Blow Moulding unit at the 11th Annual Supplier Convention of Toyota Kirloskar Motor held in April, 2010.

FIXED DEPOSITS

During the year under review, the Company has accepted the deposits from Public and Shareholders of the Company under Section 58A of the Companies Act, 1956. As on March 31, 2010, there were no overdue deposits of the Company. It has been decided that Company will not accept any fresh deposit w.e.f. May 27, 2010. However, the existing deposits will be repaid as per agreed terms.

INFUSION OF PRIVATE EQUITY

The Company after getting the necessary approval from the shareholders at the Extra Ordinary General Meeting held on February 03, 2010 has:

1) Allotted 1,37,625 3% Cumulative Compulsorily Convertible preference shares of Rs. 2,187 each to India Business Excellence Fund I and 45,875 3% Cumulative Compulsorily Convertible preference shares of Rs. 2,187 each to IL&FS Trust Company Ltd.

2) Allotted 15,00,000 3% Cumulative Redeemable preference shares of Rs.10/- each to Mr. Nirmal K. Minda and 20,00,000 3% Cumulative Redeemable preference shares of Rs.10/- each to Mrs. Suman Minda.

AMALGAMATION

The Board of Directors at their meeting held on February 10, 2010 approved the scheme of amalgamation of Minda Autogas Ltd. (MAGL) with the Company. MAGL is engaged in the manufacturing and sale of CNG/LPG Kits to automobiles. The effective date of amalgamation is April 01, 2009.

As per this scheme, the exchange ratio is 4:10 i.e. for Ten (10) equity shares of MAGL, MIL will allot four (4) number of equity shares.

The Stock Exchanges namely Bombay Stock Exchange Ltd., National Stock Exchange of India Ltd. and Delhi Stock Exchange Ltd., where the shares of the Company are listed have also given their in principle approval to the aforesaid scheme of amalgamation.

The Company has filed first motion application with Delhi High Court on May 21, 2010.

REDEMPTION OF 9% CUMULATIVE REDEEMABLE PREFERENCE SHARES

The Company is having 9% Cumulative Redeemable Preference Shares of Rs. 300 Lacs. These are to be redeemed in 3 (three) equal installments. The Board approved the redemption of all these shares in one go. This will be done in 2010-11 by creating "Capital Redemption Reserve A/c".

DIRECTORS

In accordance with the provisions of the Articles of Association of the Company and of the Companies Act, 1956, Mr. Ashok Minda and Mr. Vivek Jindal, Directors of the company are liable to retire by rotation on the date of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

Information about the directors proposed to be re-appointed such as their experience etc. as required under Clause 49 of the Listing Agreement is being given in the Notice to the shareholders for the forthcoming Annual General Meeting of the Company, which is forming part of this Annual Report.

During the year, Mr. Alok Dutta has been appointed as Director on the Board of the Company. Mr. Dutta is B.Tech in Mechanical Engineering and Cost Accountant, having experience more than 35 years. He has in-depth experience of Projects Setup, Financial Control, Review and Joint Venture Negotiation. Alongwith the position of Directorship on the Board of the Company, Mr. Dutta is also a Chairman of the Audit Committee of the Company.

During the year, Mr. Rakesh Sony (Nominee of Private Equity Partner) was appointed as Director on the Board of the Company. Mr. Sony is a Chartered Accountant with over a decades experience in financial services. Alongwith the position of Directorship on the Board of the Company, Mr. Sony is also a member of the Audit Committee, Remuneration Committee and Shareholders / Investors Grievance Committee of the Company.

During the year 2009-10, we have lost our two Directors.

- Shri Raja Ram Gupta, who was an active member of the Audit Committee, passed away on December 12, 2009. The Board wish to record the appreciation for his guidance given by him.

- Shri S.L. Minda, Founder Chairman & Director also passed away on April 17, 2010. Board wish to appreciate for his contribution to the Society at large.

HUMAN RESOURCE

Your Company recognizes that people are its principal assets and that its continued growth is dependent upon the Companys ability to attract and retain quality people. The Company encourages long-term commitment to the company by rewarding its people for the opportunities they create and the value generated for customers and shareholders. The Company conducts several training programmes to upgrade the skills of the workforce and also taken the following major initiative to take care of human resources during the year:

Pathshala - A group learning Centre was established in October, 2008. Pathshala will play an important role in helping the group to achieve its vision and mission.

CORPORATE SOCIAL RESPONSIBILITIES

Your company believes, a motivated employee is a key for organizational growth. Management has devised various policies to keep employees motivated and vibrant. Your company is committed to establishing and maintaining a working environment which is free from discrepancies and where all employees and prospective employees are selected, trained and promoted solely on the basis of their skills, experience and behaviors demonstrated. Your Companys policies and practices provides equal employment opportunities and ensure that these opportunities are available to the public as a whole.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

Your company has two Subsidiaries: Minda Auto Components Ltd. and Minda Realty & Infrastructure Ltd.

Minda Auto Components Ltd. is engaged in the business of manufacturing/assembling of switches for automobiles and is located at Noida, Manesar, Hosur, Mysore and Nalagarh. Consolidation of results of these subsidiaries with the holding company will enhance the value in terms of top as well as bottom line.

Minda Realty & Infrastructure Ltd. is incorporated for realty business.

STATUTORY REQUIREMENT

As required under the Listing Agreement with the Stock Exchanges, a consolidated financial statements of the Company and all its subsidiaries are required to be submitted. The Consolidated Financial statement has been prepared in accordance with Accounting Standards issued by the Institute of Chartered Accountants of India.

The Company has made an application for exemption from the Central Government under Section 212(8) of the Companies Act, 1956 with regard to attaching of the Balance Sheet, Profit and Loss Account and other documents of these Subsidiaries of the Company for the financial year 2009-10.

The approval for exemption has been received from the Central Government, vide their letter no. 47/489/2001-CL- III dated June 07, 2010. The Accounts of the subsidiaries will be made available for inspection by any members of the Company at its registered office and also at the registered office of the concerned subsidiary. The accounts of the subsidiary company and the detailed information will be made available to the member upon receipt of the request from him. The summary of the key financial of the companys subsidiaries is enclosed with this Annual Report.

AUDITORS AND AUDITORS REPORT

M/s. R.N. Saraf & Co., Chartered Accountants, the Statutory Auditors of the Company are proposed to be re-appointed to hold office until the conclusion of the next Annual General Meeting of the Company. The Company has received a letter from them to the effect that their appointment, if approved, would be within the prescribed limit under section 224(1B) of the Companies Act, 1956. There being no reservation, qualification or adverse remark in the Auditors Report, no further explanations is required.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

1. That in the preparation of the accounts for the financial year ended 31st March, 2010, the applicable Accounting Standards have been followed alongwith proper explanation relating to material departures, if any;

2. That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 under review.

3. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the Directors had prepared the Annual Accounts on a going concern basis.

INFORMATION REGARDING CONSERVATION OF ENERGY ETC. AND EMPLOYEES

Information required under section 217(1) (e) of the Companies Act, 1956 (hereinafter referred to as "the Act") read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, relating to conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo is annexed to this report at Appendix-I and forms part of the Directors report.

Information as per Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended from time to time forms part of the Directors Report. However, as per the provisions of section 219(1) (b) (iv) of the Companies Act, 1956, the Report and the Accounts are being sent to all the members excluding the statement containing the particulars of employees to be provided under section 217(2A) of the Companies Act, 1956. Any member interested in obtaining such particulars may inspect the same at the registered office of the company or write to the Company Secretary for a copy.

ENVIRONMENT COMPLIANCE

Safety and environmental performance is integral to the business performance of the Company, and received continued focus throughout the year. Zero accidents is acceptable standard of safety performance. The Company organizes fire fighting training for staff and workers.

Sound environmental health and safety management is an integral part of the Companys business practices. For all manufacturing facilities, which require environmental consents such as air, water and hazardous waste, proper authorizations from respective Pollution Control Boards have been obtained and are in compliance with the present Environmental Legislation.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with stock exchanges, a separate section titled Report on Corporate Governance has been included in this Annual Report, which is annexed to this report as Appendix II. Your directors are pleased to report that your company is fully compliant as on March 31, 2010 with the SEBI Guidelines on Corporate Governance. A certificate from M/s. R.N. Saraf & Co., Chartered Accountants confirming the compliance with the conditions of corporate governance as stipulated under clause 49 of the listing agreement is annexed as Appendix- III.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under clause 49 of the Listing Agreement with stock exchanges forms part of the annual report and is annexed as Appendix - IV.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation of the co- operation and support extended to the company by Government authorities, bankers, suppliers, customers, Private Equity Partner and other stakeholders whose continued support has been a source of strength to the Company. The continued dedication and sense of commitment shown by the employees at all levels during the year.

The Directors also take this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders.

For and on behalf of the Board of MINDA INDUSTRIES LIMITED

Place: Gurgaon, Haryana (Nirmal K. Minda)

Date : November 10, 2010 Chairman & MD

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