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)
Sales / Income from Operations
Profit Before Tax
Profit before minority interest and share in net profit of associate
Share in net profit of associate
Profit for the year
Earnings per share (EPS)
Basic (in H)
Diluted (in H)
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.
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.
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.
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.
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.
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.
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:
Name of the Company
Number of shares
Face value per share
Amount of Investment Rs, in Crore)
Minda Kosei Aluminum Wheel Private Limited
Minda TG Rubber Private Limited
Global Mazinkert, S.L.
Rinder India Private Limited
Minda Storage Batteries Private Limited
Name of the
Rs, in Crore)
Roki Minda Co. Private Limited
Name of the Company
Number of shares
Face value per share
Amount of Investment Rs, in Crore)
Shareholding % in Subsidiaries, Joint Ventures and Associates as on 31 March 2017
% age of shareholding
Minda Distribution and Services Ltd.
Minda Auto Components Ltd.
Rinder India Pvt. Ltd.
Minda Storage Batteries Pvt. Ltd.
Global Mazinkert S.L.
MJ Castings Ltd.
Minda Kyoraku Ltd.
Minda Kosei Aluminum Wheel Pvt. Ltd.
Minda TG Rubber Ltd.
SAM Global Pte Ltd.
YA Auto (Partnership Firm)
PT Minda Asean Automotive
Step Down Subsidiaries
Clarton Horn Spain
Clarton Horn Morocco SARL
CH Signalakustic GmbH
Clarton Horn Mexico
PT Minda Trading
Minda Industries Vietnam Co. Ltd.
Light & Systems Technical Center S.L. Spain
Rinder Riduco, S.A.S., Columbia
Minda EMER Technologies Limited
Roki Minda Co. Pvt. Ltd.
Yogendra Engineering (Partnership Firm)
Auto Components (Partnership Firm)
Kosei Minda Aluminum Co. Pvt. Ltd.
Mindarika Pvt. Ltd.
Minda NexGenTech Ltd.
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.
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.
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.
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