Annual Report 2019 20

REDEFINE,
RECALIBRATE &
RECREATE
Minda Corporation Limited
Annual Report 2019-20
What’s inside...
Corporate Overview
In brief 02
FY 2020 in action 04
Financial Highlights 06
Chairman’s letter to Shareholders 08
Message from Executive Director & Group CFO 10
Board of Directors 12
Redefine 14
Recalibrate 17
Recreate 18
Spark Minda Technical Centre (SMIT) 20
Corporate Social Responsibility 22
Corporate Information 25
Electric Vehicles – The Electrifying Road Ahead 26
Management Reports
Management Discussion & Analysis 28
Director’s Report 41
Corporate Governance Report 69
Business Responsibility Report 91
Financial Statements
Standalone Financial Statements 99
Consolidated Financial Statements 174
Cautionary Statement
In this annual report, we have disclosed forward-looking information to enable investors
to comprehend our prospects and take informed investment decisions. This report
and other statements - written and oral - that we periodically make certain forward-
looking statements that set out anticipated results based on the management’s plans
and assumptions. We have tried wherever possible to identify such statements by using
words such as ‘anticipate’, ‘estimate’, ‘expect’, ‘project’, ‘intend’, ‘plan’, ‘believe’ and
words of similar substance in connection with any discussion of future performance. We
cannot guarantee that these forward-looking statements will be realized, although we
believe we have been prudent in assumptions. The achievement of results is subject
to risks, uncertainties and even inaccurate assumptions. Should known or unknown
risks or uncertainties materialize, or should underlying assumptions prove inaccurate,
actual results could vary materially from those anticipated, estimated or projected. We
undertake no obligation to publicly update any forward-looking statements, whether as
a result of new information, future events or otherwise.
Redefine, Recalibrate
& Recreate
“The Times They Are

A Changing”
– Bob Dylan
The Indian automobile industry is witnessing a

fundamental transformation over the last few years. There
has been regulatory push from the government, changes
in local and global regulations and changing customer
and stakeholder expectations… bringing in a paradigm
shift in the industry. Even as the industry has been
metamorphosing, COVID-19 pandemic has further pushed
the boundaries of ‘change’ bringing in a new normal and
changing the way individuals, corporations, communities
and governments work and do business.
Minda Corporation Limited is no stranger

to changes and the challenges such
events throw up. In line with its vision “To
be a Dynamic, Innovative and Profitable
Global Automotive Organization for
emerging as the Preferred Supplier
and Employer, to Create Value for all
Stakeholders”, it has created a roadmap
based on three core themes - Redefine,
Recalibrate & Recreate
MINDA CORPORATION LIMITED
In brief
Minda Corporation is the flagship The strong aftermarket distribution

Company of the Spark Minda Group - a network enables it to serve the end
Group which has over six decades of vehicle users, in addition to the OEMs.
major presence in the global automotive It provide solutions to diversified spaces
industry. It is a leading automotive in Automobiles like Mechatronics,
solutions provider for all the vehicle Information and Connected Systems,
segments, including two and three Plastics and Interiors for the auto OEMs.
wheelers, passenger vehicles, off-roaders Its product ranges are sold not only in
and commercial vehicles. India but also across Europe, North &
South America and Asia.
2
CORPORATE OVERVIEW mANAGEMENT REPORTS FINANCIAL STATEMENTS
Mission
“Our mission is to be an Automotive System Solution
provider and build a brand recognized by vehicle
manufacturers progressively all over the world, as
an organization providing products and systems,
unparalleled in Quality and Price.”
Vision
“To be a Dynamic, Innovative
and Profitable Global Automotive
Organization for emerging as
the Preferred Supplier and
Employer, to create value for all
Stakeholders.”
Values
Commitment to Stakeholders Respect & Humility
Demonstrate loyalty and dedication to the Must be Courteous, Compassionate, Caring,
organization. Humane and Humble in all our interpersonal
exchanges.
Passion for Excellence
Relentlessly improving and continuously Innovation & Improvement Orientation
raising the bar in everything we do. Challenge status quo. Demonstrate creativity for
improvement and breakthrough.
Open Communication
Reasoning, knowledge, experience sharing, Partnering
confronting fearlessly for the good of the Leverages interdependence, cooperative,
organization. readily provides support and assistance to
others.
Integrity & Fairness
Fair and upright in intention and actions - Responsibility
always complying with conscience. Take ownership for the consequences of one’s
decisions and actions.
Nurture Talent, Competency &
Willingness Cross Cultural Diversity
Create challenging opportunities and provide Build a vibrant workforce with different ethnicity,
support for development of self and team cultural orientation with no prejudice due to
members. Encourage experimentation & sex / caste / creed / colour and to cherish our
willingness to accept challenges. diversity.
3
FY2020 in Action
April 2019 June 2019

Spark Minda Foundation Minda Corporations bags
bags the India Leadership five awards at the Mahindra
April 2019
CSR Award 2019 Annual Suppliers meet 2019
Minda bags Gold Award in
Delivery Performance from Including Best SCM
Ashok Leyland Performance Award and
Best Product Development
Performance Award
2020
August 2019
Minda Corporation
signs a Technical
August 2019
Assistance Agreement
Minda Corporation
with INFAC Elecs of
receives NCLT order
South Korea for Vehicle
for merging of five
Antenna Systems
domestic wholly
owned subsidiary
companies
October 2019
Spark Minda Foundation
wins the National CSR
Award 2019
4
October 2019
Spark Minda Group is proud
of associating with Bajaj Auto,
India’s first major two-wheeler
manufacturer to take the plunge
into electric mobility.
October 2019
Minda Corporation’s
Wiring Harness Division
bags Gold Award at the
CCQC competition
November 2019
Minda Corporation’s Wiring
Harness division bags
Ashok Leyland’s Award for
Best Practices in Quality
December 2019
“SMIT” registered as
a Trademark under the
Trademark Act, 1999
December 2019
The Company’s plant in
Pantnagar wins Uttarakhand
Award for employing people
with disability
December 2019
Minda Stoneridge bags
Silver Award in HSE
Excellence in the ACMA
Technology Summit &
Awards 2019.
January 2020
Minda Corporation
continued to be among
Fortune India 500 list
Company
5
Financial Highlights
` In Million FY 2020 FY 2019 FY 2018 FY 2017 FY 2016*

Operating Revenue minus Excise duty 28131 30920 25935 20598 24455
Cost of Goods Sold 16991 19032 15586 12265 14986
Employee Benefit Expense 5027 5092 4413 3714 4165
Other Expenses 3614 3872 3207 2732 3071
EBITDA 2499 2924 2729 1887 2233
Other Income 443 355 163 405 173
Depreciation & Amortization 1179 883 738 577 745
Finance Cost 499 490 371 269 334
PBT before exceptional item & profit/(loss) from JV 1264 1905 1783 1446 1328
Share of Profit/(Loss) of joint ventures/associate 125 280 131 -137 0
Exceptional item -2933 175 0 0 137
Profit Before Tax -1544 2360 1914 1309 1465
Tax 454 668 487 288 365
Profit before share in associate* and minority -1998 1692 1427 1021 1100
Interest
Profit After Tax -1998 1692 1427 1021 1073
Equity including minority Interest 9750 11950 7407 6221 6310
Gross Debt 5319 6806 7232 5491 5430
Cash & Cash equivalent 4724 3670 261 334 882
Net Debt 595 3136 6971 5157 4548
Receivables 3998 5464 5705 3741 4353
Inventory 3949 4464 4479 3064 3210
Trade Payables 5093 4103 4409 2640 4256
Capex 1462 1182 1939 1384 914
Gross Profit % 39.6% 38.4% 39.9% 40.5% 38.7%
EBITDA % 8.9% 9.5% 10.5% 9.2% 9.1%
EBIT % 6.3% 7.7% 8.3% 8.2% 6.7%
PBT % -5.5% 7.5% 7.3% 6.2% 5.9%
PAT % -7.1% 5.4% 5.5% 4.9% 4.4%
Net Debt/Equity 0.06 0.26 0.94 0.83 0.72
EBITDA/Net Debt 4.20 0.93 0.39 0.37 0.49
ROCE 15.4% 16.4% 15.9% 13.9% 15.2%
Dividend Payout 17.5% 35% 30% 25% 25%
Basic EPS -8.98 7.69 6.99 4.88 5.12
*Note: The Financials of FY2016 are as per IGAAP accounting whereas the remaining financials i.e. from FY 2017 to FY 2020 are
as per Ind AS accounting system.
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Operating Revenue in ` Mn ROCE

30920 16.4%
15.9%
28131 15.4%
25935
FY 2018 FY 2019 FY 2020 FY 2018 FY 2019 FY 2020
EBITDA Dividend Payout

10.5% 35.0%
9.5% 30.0%
8.9%
17.5%
FY 2018 FY 2019 FY 2020 FY 2018 FY 2019 FY 2020
Net Debt/Equity (times) Basic EPS in `

0.94 7.69
6.99
FY 2020
FY 2018 FY 2019
0.26
0.06
FY 2018 FY 2019 FY 2020 -8.98
7
Chairman’s letter
to SHAREHOLDERS
The year ahead continues to be uncertain but

we think the worst is behind us. I can assure you
that Minda Corporation with its unique value
proposition, Research and Development driven
products, support from customer base and a
strong balance sheet is well placed to navigate
through this difficult times. In such trying times,
we will continue to Redefine, Recalibrate and
Recreate
Dear Shareholders,
It is my privilege to write to you and present the Annual Report Indian economy has seen a de-growth in FY2020 to the extent
for FY2020 of 14.7%. The reasons for such fall include overall economic
slowdown, liquidity crisis, poor consumer sentiments and finally
I hope that each one of you and your family members are safe. the COVID-19 pandemic. As per data from Society of Indian
The COVID-19 pandemic has created a disruption in each one Automobile Manufacturers, Passenger Vehicles closed the
of our lives like never before. It is important to take all necessary financial year with a sale of 2.8 million units, as compared to 3.4
precautions and adhere to the Government’s guidelines million units in FY2019, down by 17.8%.The fall was greater for
as this is the only way we can protect ourselves against the Commercial Vehicles which were down by 28.8%. The growth
Coronavirus. leaders for the industry, three-wheelers and two-wheeler, also
posted negative growth of 9.2% and 17.7% respectively for the
As a keen watcher of the Indian automobile industry, you year.
are aware of the transformation the industry has been going
through over the last few years. We have seen government Despite all the challenges, Minda Corporation reported revenue
led regulatory push like the shift to BSVI, changes in local of ` 28,131 million, a decline of 9% on year-on -year basis. During
and global regulations around emission and of course the the year, the EBIDTA margin was 8.9%. An exceptional loss of
unceasing customer push demanding a higher level of ` 2,933 million saw the Company posting a net loss of ` 1,998
electronics for a smarter driving experience. Even as the million for the financial year. The Company’s focus on reducing
transition has been underway, the COVID-19 pandemic further working capital and tightening capital expenditure has resulted
pushed the boundaries of ‘change’ bringing in a new normal in strong balance sheet and net debt to equity position.
and changing the way individuals, corporations, communities
and governments work and do business. After extensive deliberations and considerations on current
and future cash flow requirement of MKTSN clubbed with
We are no stranger to the challenges such changes throw up. COVID-19 pandemic impact the Board of Directors decided not
In line with our Vision, we have created a roadmap based on to undertake further financial exposure in MKTSN and advised
three core themes - Redefine, Recalibrate & Recreate. As you that the capital be allocated for growth profitable business
leaf through the pages ahead, you will see how the Company opportunities. Thereafter, MKTSN has filed for insolvency in
continues to be in proactive mode, ready to convert the Germany. We expect a positive outcome for all our stakeholders
challenges into opportunities. in the long run despite the insolvency filing. We are focusing on
channelizing our precious capital towards tremendous business
Along with the transformation, the automobile industry opportunities of profitable growth, with the view of enhancing
continues to face challenges over the past two years. The EBIDTA Margin and ROCE.
industry which has been one of the major contributors to the
8
Ashok Minda
Chairman & Group CEO
Further, in line with our Recreate theme, we have gained Livelihood Promotion, Empowerment of Persons with Disability,
adequate expertise in value added plastic technology such as Healthcare, Community Infrastructure and Environment. It is
kinematics and light-weighting and will continue to develop the heartening to note that these efforts are being recognized at
technology to serve our customers. various states and national level as we were honoured with
the ‘National CSR Award 2019-20’, Best Corporate Foundation
We have been an extremely cost-conscious organisation and, award by the CSR Times.
over the years, this has helped us build a strong balance sheet.
The COVID-19 pandemic has only highlighted the importance Minda Corporation is Future Ready and well positioned to address
of conserving cash and ensuring sustainable profits, in normal the technological shift due to change in customer requirements,
and in times of the new normal. new trends and government regulation. We are focusing on being
a system solution provider to our esteemed Customer. We are
Our progress in redefining our relationship with customer from investing in new technologies such as light weighting, electronics
being a part supplier to technology led system supplier was and EV related products. Our presence in chosen products and
further strengthened last year. To list some of the success in customer segments will help us in sustainable profitable growth.
this respect, last year we started supplying a complete safety Minda Corporation is working on principle of Right Capital
security system i.e. Keyless system consisting of electronics Allocation where risk adjusted return are healthy.
steering column lock, Key FOB, Smart ECU, Seat and Glove
box actuation mechanism and few Die casting components to The year ahead continues to be uncertain but we think the
legendary Bajaj Chetak in its new glorious avatar of e-Scooter. worst is behind us. I can assure you that Minda Corporation with
During the year, we also developed complete modular Intelligent its unique value proposition, Research and Development driven
Transport System architecture (hardware and software) for BS products, support from customer base and a strong balance
VI range of fully built buses. Its strongly reflects the confidence sheet is well placed to navigate through this difficult times. In
of our OEM partner in us and this motivates us to achieve such trying times, we will continue to Redefine, Recalibrate and
newer milestones of success for which we also did Technical Recreate…
Assistance Agreement with INFAC (S. Korea) for developing
Vehicle Antenna System. I would like to thank and acknowledge the contribution of all
shareholders, our employees, network and business partners
I will also like to briefly mention about our CSR initiatives. It is and customers for reposing faith in Minda Corporation and
something which is close to my heart and I am proud of the actively working for our combined success. As we continue
work that the teams are doing to empower the communities and to confidently face the challenges in this year and beyond, we
support people with disabilities. During the financial year, we remain committed and sincere in our efforts in creating and
continued with our multiple programmes around Education and delivering value for all stakeholders.
9
Message from
Executive Director & Group CFO
As a counter measure to the difficult

situation in the sector we had proactively
implemented cost control and cash
management efforts which gave us positive
returns. I am delighted to share that the
Company generated ` 3,042 million of
positive free cash flow in FY2020 as
against ` 912 million in FY2019. Our Net
Debt to Net Worth ratio improved to 0.06 in
FY2020 as compared to 0.26 in FY2019
As you are aware, FY2020 has been one of the most delighted to share that the Company generated ` 3,042
challenging years for corporates across the globe and million of positive free cash flow in FY2020 as against ` 912
Indian industry especially the automotive sector has been million in FY2019. Our Net Debt to Net Worth ratio improved to
no exception to this. The Indian economy grew at 4.2% for 0.06 in FY2020 as compared to 0.26 in FY2019.
FY2020, an 11 year low; and auto production de-grew by 14.7%
in the same period due to subdued economic environment, This improvement as well as strict financial discipline ensured
lower consumer sentiment, non-availability and tightening of re-affirmation of our credit rating by both the rating agencies.
finance availability and discontinuation of BS-IV. India Ratings and Research rates us IND AA-/ Stable for term
loan and bank borrowings and A1+ plus for the commercial
Despite the above challenges, the Company reported revenue paper. CRISIL rates us CRISIL A+/Stable for our long term
of ` 28131 million, a decline of 9% on year-on-year. The fall borrowings and A1 for short term borrowings.
in revenue was partially offset by strong performance in the
Exports and the Aftermarket. During the year, the EBITDA The financial year began with the Company getting the
margin was 8.9% as compare to 9.5% in FY2019. approved of merging our five Wholly Owned Subsidiaries into
Minda Corporation. This has benefited the Company creating
As a counter measure to the difficult situation in the sector greater synergies among the businesses, increase the
we had proactively implemented cost control and cash managerial efficiencies, lowering of cost structure and higher
management efforts which gave us positive returns. I am transparency, as reflected in our results for the year.
10
Laxman Ramnarayan
Minda KTSN has been operating in a challenging and As we navigate through a challenging year we continue to
competitive market in Europe. We truly left no stone unturned prepare ourselves to address the needs of our stakeholders
to improve the fortunes of Minda KTSN over the years however in a proactive manner. Our strong technology push, strong
the onset of Covid-19 has rendered all our and Minda KTSN’s balance sheet and robust cash flows, we are confident of
efforts to nought. The move to not further support Minda generating superior returns for our stakeholders. We continue
KTSN financially and subsequent re-allocation of resources is to pursue synergistic inorganic opportunities which shall
expected to add to shareholders value in the long run. be value accretive for the Company. We remain focused
on revenue maximisation, cost control and superior return
leading to creation of value for our shareholders.
11
Board of Directors
Ashok Minda
Mr. Minda brings along an extensive experience of more than 36 years in the automotive
component industry. His futuristic approach ensured that the business grew into a
multifarious and multi-product organization in the domain of automotive components
with a nationwide footprint and international recognition. Under the futuristic vision and
dynamic leadership of Mr. Minda, the Group is making its presence across the globe
with a diversified product portfolio and comprises of various Companies in India and
abroad. A successful track record of partnering with leading global auto component
companies of US, Germany, Japan and France, Mr. Minda has also been instrumental
in initiating Greenfield Projects in Indonesia and Vietnam.
Laxman Ramnarayan
Mr. Laxman holds various academic and professional qualifications including CMA
and MBA (Finance). He has about 26 years of experience in Finance, Merger &
Acquisition and Private Equity. He has also worked with Kotak Private Equity Group
and Kotak Investment Bank. He is a well-known speaker and has been recognised
in various forums for his contribution in the industry.
Rakesh Chopra
Independent Director
Mr. Chopra is a Chartered Accountant (England & Wales) and MBA from Cranfield
University, UK. He has having rich experience of over 40 years and currently on
Board of various companies including GPR Enterprises, Kempty Cottages, Bharat
Gears, Pragma Holdings and Cleantec Infra. He is a founder Member and Chairman
of Indraprastha Cancer Society (Rajiv Gandhi Cancer Hospital & Research Centre).
12
Ashok Kumar Jha

Mr. Jha, an IAS officer of the 1969 batch, has over 38 years stint in the Civil Services. He
had held crucial positions in India’s State and Central Government apparatus including
the position of the Finance Secretary, Government of India. He is a renowned expert
in handling economic policy issues for key government ministries. Presently, he is
serving on the Board of Setco Automotive and Xpro India.
Avinash P. Gandhi
Mr. Gandhi is a Mechanical Engineer from the Birla Institute of Technology and
completed management programs at IIMs and Administration Staff College of India.
He has a rich experience of over 50 years in various capacities as strategic advisor,
director and other senior managerial position in leading auto companies. Presently,
he is on the Board of multiple leading companies including Lumax Industries,
Fairfield Atlas, Uniproducts (India), Action Construction, EV Motors India, Schaeffler
India and QRG Enterprises.
Pratima Ram
Mrs. Ram holds a Master’s degree from University of Virginia, USA and graduated
from Bangalore University. She served as Chief Executive Officer of South Africa
Operations of SBI and also as its Country Head for the U.S.A. Operations. She has
also headed Mergers & Acquisitions at SBI Capital Markets. Presently, she is on the
Board of companies including Havells India, GPS Renewables, Mannappuram Home
Finance, Avali Solutions and Cadila Pharmaceuticals.
13
Redefine
A single point is sufficient for change. Usually, there are We continuously ‘Redefine’ for each and every aspect of
multiple smaller, less noticeable alterations happening our business – from the processes in the factory to the
before many such smaller changes coalesce to create a performance of our Business Verticals to our employee
tectonic shift. The automobile industry has been a witness engagement to outreach to our stakeholders to empower
to exactly a similar thing. Over the past few years, we our communities to create value to shareholders to offer
have seen a shift from BS-II to BS-III to BS-IV coming the latest high technology product at the optimum price
together to bring a major shift with the announcement of point to relook at our businesses and take hard decisions
BS-VI. The shift meant high investment in technology and if needed. We continue to redefine the Company from
increased product cost to the consumers. However, in an being just a ‘Component supplier’ to becoming an
extremely cost-conscious country like India, the customer ‘Innovative systems supplier’ and accordingly ramped up
expectations continue to rise but the willingness to pay investment in our R&D endeavours.
the additional cost is a push back. There is silent change
towards electronification where in key for ignitions seems
like a thing of a gone by era as majority of vehicles are
with automatic push start. The electric vehicle revolution
is hard to miss as Tesla Motors now becomes the most
valuable Company in the world.
At Minda Corporation, we have been

mapping the subtle changes and
redefining ourselves even as we stay
committed to our vision and long-term
goal.
Redefine is a thought process; it is about

how our people rethink about the same
problems, reorient ourselves to the big
and small changes happening not only
in the industry but in the society. It is
the first process in understanding and
handling change and creating successful
organization.
14
15
16
Recalibrate
We are continuously recalibrating at our homes and Understanding the needs of the cost-conscious
offices given our understanding of the changes around us. customers, we have been continuously investing in
With COVID-19 pandemic, most organizations immediately technology. Understanding the implications of technology
recalibrated their processes to ensure that their in the automobile industry, we were amongst the early
employees do not get the dreaded coronavirus. Work for mover in setting a dedicated R&D Centre – SMIT. We
home become the norm, travel has been sharply curtailed, have recalibrated our plant process and brought in higher
virtual collaboration and investment in digital technologies levels of automation to bring in improvements in operating
is the new way of working. efficiencies. Even before COVID-19, we have been
focusing on our definition of cost, and making investments
for value additions. After extensive deliberations
For Minda Corporation, Recalibrate is and considerations on current and future cash flow
a continuous, evolving and a long-term requirement of MKTSN clubbed with COVID-19 pandemic
process. Redefine is a thought process, impact the Board of Directors decided not to undertake
Recalibrate is about taking an action on further financial exposure in MKTSN and advised that the
the redefined thought process. capital be allocated for growth profitable business
opportunities.
For Minda Corporation, recalibration is happening across

the business given the changing external conditions. We
have realised that we are no longer in an era where a
growth of 8% plus of the Indian economic was a norm.
Accordingly, we have recalibrated our business and
marketing strategies to factor in an environment which
may see GDP growth may hover in the 5-6% range. We
are relooking at our product portfolio and understanding
our ‘profit zone’ – products where we achieve the highest
profits, enjoy the greatest leadership position and where
we can sustain, grow value and continue spending our
time, effort and energy.
We have time and again relooked at our hiring process

and now have a robust framework to develop and groom
employees and build the leadership pipeline for the
future. We continue to re-defined roles for enhanced
efficiency and seamless movement of talent across the
businesses.
For Minda Corporation, Recalibration is a disciplined

approach to drive change.
17
Recreate
Recreate is about our continuous endeavour to boost shareholder’s value. After laying
forth a clear roadmap by the process of Redefine and Recalibrate, we relentlessly focus
on Recreating a virtuous cycle of success stories for ourselves. We follow the wisdom
of tech guru Andy Grove and the semiconductor industry pioneer - “Success breeds
complacency. Complacency breeds failure. Only the paranoid survive.”
Yes, we are paranoid as we unceasingly keep searching developed complete modular Intelligent Transport System
and exploring for opportunities to ensure that we can architecture (hardware and software) for BS-VI range of
create effective value for our customers and other fully built buses. Its strongly reflects the confidence
stakeholders. To list some of the success in this respect, of our OEM partner in us and this motivates us to achieve
last year we started supplying a complete safety security newer milestones of success for which we also did
system i.e. Keyless system consisting of electronics Technical Assistance Agreement with INFAC (S. Korea) for
steering column lock, Key FOB, Smart ECU, Seat and developing Vehicle Antenna System.
Glove box actuation mechanism and few Die casting
components to legendary Bajaj Chetak in its new glorious Further, our investment in SMIT has paid rich dividend in
avatar of e-Scooter. During the year, we also the past and augurs well for our future. We understand
that we need to continually recreate ourselves by building
innovation into our business models and SMIT will
continue to play a key role in this journey.
With COVID-19, we are looking at it as an opportunity

and seeing a new way of working for the future – digital.
We believe that digitally transformed companies would
manage better and this is in line with our aspiration
to grow revenue, grow profits and cut costs and
hence putting in the necessary investments for this
transformation.
Redefine and Recalibrate helps us to Recreate with agility

even as we continue to build, rebuild and remould Minda
Corporation as a customer responsive Company. We
are recreating a Company which not only has a product
portfolio with dominant market leadership but importantly
have put in enough checks and balances to ensure
that we do not get complacent and ensure long term
sustainable business profitability. For each employee at
Minda Corporation, it is about continuously having the
spark and passion to recreate a new Minda Corporation.
18
19
Spark Minda Technical Centre (SMIT)
The Spark Minda Technical Centre (SMIT) is a flagship bearer of technology innovations in
legacy as well as non-legacy areas of the Spark Minda Group. It shoulders the responsibility
of spearheading the technology advancement roadmap of the Spark Minda Group businesses
and enables their drive towards ‘Electronification’. The SMIT houses a centralized R&D facility,
which nurtures new technology development in the emerging areas of smart electronic keys,
DC-DC converters, intelligent transport systems, improved electronic steering lock system, to
name a few. It continues to make rapid strides in areas like Telematics, Autonomous, Electrified
Mobility Solutions and innovations in Intelligent Transportation Systems along with working
on cutting edge domains like Data Science, Artificial Intelligence, Deep Learning, Internet of
Things, Smart Vehicular Architectures, Electric Vehicle driven innovation, etc
20
Future of mobility is a
disruptor. Technology
excellence with best in class
Quality and Cost coupled
with Agility is imperative
for success
Suresh D,
Group CTO
During the financial year under review, the SMIT added It is to the credit of the team in SMIT which
multiple feathers to its caps including
continues to file patents, making the Company
• Development of complete modular Intelligent Transport a foremost name in creating high-end
System architecture (hardware and software) for intellectual property. During the financial year,
BS-VI range of fully built buses. This product has a well SMIT filed multiple patents including…
incorporated USPs and a complete system solution from
Spark Minda Group. • Firmware upgrade over the air through BLE
• Minda Corporation - Safety Security Division, along with • Chargeable key-fob based on super capacitor
SMIT, delivered the India’s first Keyless entry system for
• Relay attack prevention in Passive Keyless Entry system
the major two-wheelers OEMs. The solution includes
the ECU, electronic steering column lock (ESCL), FOB • Intelligent Transport System – smart destination display
and the actuation systems has been developed for an board
electric scooter with the smart access function using LF/
• Improved electronic steering lock system
RF technology.
• RF based vehicle access system
• Creation of a Center of Excellence, a joint initiative with
• Real time automatic lane crossing flashing indication for
ANSYS. This center will nurture innovations to create
vehicle using low cost mems
breakthrough in CAE solutions and facilitate rapid
design iterations in early phases of product design and • Intelligent Vehicle Speed Adaptation
development.
• Lock Operation Feedback on Key fob
• Participation in SAE World Congress with the submission • Key fob abuse protection
of paper on ‘Delivering Maximal Robustness to Your
Automotive ECU on a Frugal Budget’. This was the
only successful entry from an Indian Company in the
automotive domain.
• Designed and developed ECUs for Smart Rotavator and

combined harvester for the tractor segment.
• Developed Flashers and general purpose Electronic

Controller for the tractor segment for a leading OEM.
• Successfully facilitated Telematics and Electric Mobility

Division’s entry into a spectrum of electric vehicle
projects embarked upon by multiple OEMs.
• Design and development of various range of DC-DC

converters (10 Amps, 20 Amps and 30 Amps)and battery
charger (750 W platform) for the electric vehicles.
• Successfully implemented the Bluetooth Low Energy

(BLE) based smart key solution for two wheelers.
21
MINDA CORPORATIONLIMITED
Annual Report2019-20
Corporate Social
Responsibility
To build a sustainable society through

improving the quality of life; protect the
planet through affirmative actions and
establish integrated and inclusive growth
of people and environment.
As a responsible corporate citizen, Corporate Social Responsibility (CSR) has been at the
core of the Spark Minda Group since decades. Spark Minda Foundation (SMF), the CSR
arm of the Company, plans and executes the CSR programmes for the entire Group. The
Company’s CSR themes includes Education and Livelihood Promotion, Empowerment of
Persons with Disability, Healthcare, Community Infrastructure and Environment.
Aakarshan Skill Development Program

Aakarshan continues to be the flagship program of the SMF
since 2013. The initiative supports the Indian Government’s
‘Skill India Mission’ programme and aims to provides quality
education and skill to the underprivileged children and youth
with a special focus on the women community in rural India.
Locations: Ten Aakarshan Skill Development centres in states

like Uttar Pradesh, Maharashtra, Tamil Nadu, Uttarakhand and
Haryana.
Courses offered: Industrial tailoring, Spoken English training,

Computer, GST training and Beauty & Wellness training.
Benefits: The programme reached out to over 1,500 students

during the year.
Milestone: The Company has imparted skill training to over

7,439 youth, women and children on various vocational trade
for employment and entrepreneurship.
22
Dual System of Training programme Business Integrated Prison program

Started in 2017, the programme is a result of the tie-up The programme is a unique initiative of providing employment
between Directorate of Training and Technical Education, accessibility to inmates in prisons of India. During the year
Govt. of NCT of Delhi and the Company. A first of its kind 2014, SMF introduced this programme of manufacturing
programme, it was introduced to form a connect between the automotive components in the few Indian prisons. It started
ITI and industry. with the setting up a manufacturing facility in Tihar jail in
Delhi. Since then, the programme has expanded to few
Course offered: A 2-year industry tailored course including prisons in Maharashtra. This programme intends to create
theoretical understanding on trade press, tool jigs and fixtures a crimeless society by empowering inmates with skills and
and 9-months hands-on learning in the Group’s factories. earning capability.
Locations: Delhi (Tihar) and Maharashtra (Yerwada, Nagpur,

Aurangabad).
Benefits: A total of 127 inmates are engaged in the

manufacturing process with plans of engaging more in the
future.
Saksham: Empowerment of Persons with

Disability
The program is designed to help Persons with Disability
(PWD) in their mobility, skilling and employability. During the
financial year, the Company organised a week long camp
at Pune, Maharashtra. Apart from helping PWDs with job
opportunities, the camp aimed to be a one-stop facility for the
PWDs to enable them to avail benefits of free of cost assistive
aids and Unique Disability ID registration. The programme
was organized in collaboration with Confederation of Indian
Industries, Skill Council for Persons with Disability, Vishwa
Yuva Kendra, Jaipur Foot and India Business Disability
Network.
23
Benefits: In the Pune camp, 1,335 assistive aids were given Milestone: Achieved the United Nation’s commitment
to PWDs. Also employment was facilitated to 120 PWDs even to reach 3,024 women and adolescents form Menstrual
as 30 people were absorbed into the Spark Minda Group. 162 Hygiene, Family Planning and Reproductive Health.
Unique Disability ID registrations were facilitated during the
camp.
Milestone: The Company has facilitated fitment of 7,982

assistive and accessible technology to PWDs.
Women Empowerment through improved

health
This programme aims to help rural women to improve their
health status through their menstrual hygiene, family planning,
reproductive health, nutrition and maternal and child health
programs.
Location: Uttar Pradesh, Uttarakhand, Haryana, Tamil Nadu

and Maharashtra.
Benefits: Since 2014, more than 3,000 women and

adolescent girls have been trained on the subjects of
biological aspect of menstruation and taboos associated with
it, importance of hygiene family planning, various methods of
contraceptives, healthy timing and spacing etc.
Awards and Accolades
National CSR Award 2019-20 Award by the Social Welfare Ministry of

Uttarakhand for Service Provider and Placement
Officer for People with disability 2019-20
Award at the 2nd Investor’s Meet for Best Corporate Foundation award by
Infrastructure and Strengthening of the CSR Times - National CSR Summit
Education Sector 2019-20 Awards 2018.
24
Corporate
Information
BOARD OF
DIRECTORS ASHOK MINDA
RAKESH CHOPRA
PRATIMA RAM
Independent Director AVINASH P. GANDHI
LAXMAN RAMNARAYAN
ASHOK KUMAR JHA
COMPANY SECRETARY & INTERNAL AUDITORS

COMPLIANCE OFFICER T. R. Chadha & Co.,
Ajay Sancheti Chartered Accountants
B-30, Kuthiala Building, First Floor,
STATUTORY AUDITOR Middle Cir., Block-B, Connaught Place,
B S R & Co., LLP, New Delhi-110001, India
Chartered Accountants
Building No. 10, 8th Floor, Tower - B, AHPN & Associates
DLF Cyber City, Phase - II, Gurugram, Chartered Accountants
Haryana - 122 002,India 2745/23 2nd Floor, Beadon Pura
Karol Bagh, New Delhi - 110005, India
SECRETARIAL AUDITOR
Sanjay Grover & Associates, REGISTRAR AND SHARE TRANSFER
Company Secretaries AGENT
B-88, 1st Floor, Defence Colony, Skyline Financial Services Private Limited
New Delhi-110024, India D-153/A, 1st Floor, Okhla Industrial Area,
Phase - 1, New Delhi – 110 020, India
COST AUDITOR
Chandra Wadhwa & Co., BANKERS
Cost Accountants HDFC Bank Limited
204, Krishna House, 4805/24, HSBC Limited
Bharat Ram Road, Daryaganj, Indusind Bank Limited
New Delhi-110002, India Kotak Mahindra Bank Ltd.
Standard Chartered Bank Limited
CORPORATE ADDRESS
Plot no. 404-405, Udyog Vihar Corporate Identification WEBSITE & E-Mail
Phase - III, Sector-20, Gurugram - Number (CIN) www.sparkminda.com
122016, Haryana L74899DL1985PLC020401 [email protected]
25
Electric Vehicles
– the electrifying
road ahead
The future is electric! With the success of Tesla Motors, globally a shift
towards electric vehicles is being played out. India is no exception. In recent
years, we have witnessed the launch of electric passenger cars by leading
auto majors, even as more are waiting to be announced. Electric three-
wheelers, providing last mile connectivity, are a common site across India.
The Company has been actively tracking the EV segment for some time and
has readied its arsenal to supply to the fast growing EV market. With the
help of cutting-edge R&D by SMIT, the Company has already enhancedits
ability in product development and design and to deliver inter-disciplinary
products in the EV component business. It has been instrumental in
development of stringent quality EV components, meeting the automotive
and EM/EMC norms. As OEMs continue to focus on achieving higher
efficiency and performance in vehicle electrification solutions, the Company
has a team of power electronics and embedded professionals working on
creating innovative products for their upcoming vehicle programs.
26
EV components manufactured:
The Company has a large portfolio of EV related products, manufacturers are witness low volumes due to significant
especially for the electric two wheelers (e-2Ws) and electric challenges like high cost of ownership, driving range, battery
three-wheelers (e-3Ws). These include DC-DC convertor, issues and charging infrastructure. Also for the Company,
battery charger, connected clusters, HV wiring harness, meeting the stringent EV norms presents a formidable
keyless entry systems and EV telematics are the primary EV challenge. However, the Company is confident that its
components. investment in SMIT will help in building affordable and
customized solutions, specially designed for local requirement.
E-mobility strategy:
The Company is making inroads in the EV space and has The Company plans to localize the entire value chain right
already won orders from leading OEMs in India for multiple from R&D to manufacturing.
products such as DC-DC convertor, battery chargers and
telematics, to capture the growth. It also exports mainly to It is building a world-class manufacturing facility for automated
the ASEAN (Association of South East Asian Nations) and assembly of electronic units in Maharashtra, India. It has
European regions and its products are core components for already established a technical centre equipped with state of-
ICE, EV and hybrid technology manufacturers. the-art development infrastructure.
The Company continues to focus on development of power The Company believes that localization will enable India to
electronics viz., DC-DC converter, battery charger, motor align with global trends in an agile manner,delivering frugal
controller, etc. It is also exploring opportunities for a potential engineering solutions to global markets. The country’s main
joint venture for expanding its product range. challenges to deliver this are capability building, development
infrastructures and tier-2 capability to develop high precision
While the demand for EV is expected to rise exponentially EV parts.
in the country in the coming years, currently the EV
27
Management Discussion
and Analysis
Economic overview
Continuing trade war, social unrest, geopolitical tensions, to see the Indian economy post a stellar growth in the past and
elections and finally the COVID-19 pandemic. The financial year has had a distinction of being the fastest growing economy in
was certainly an uncertain year. the past. Therefore, even as the country posted a sub 7% GDP
growth rate, it was expected that the economic powerhouse will
The US-China trade was escalated during the year with both outshine its previous year and be back on its northward growth
countries unrelenting even as the cost of the growth of their march.
respective countries. According to the International Monetary
Fund (IMF), US’s GDP growth for Calendar Year (CY) 2019 The period of elections at the beginning of the fiscal year
declined to 2.3% as compared a 2.9% growth in CY 2018. The resulted in a subdued economic activity during its first quarter.
China story was no different as it posted a growth of 6.1% for CY With a result and an overwhelming decision for a single party by
2019 as against 6.7% a year earlier. Elsewhere in the world, there the people, there was widespread hope of industrial recovery in
was social unrest in some countries, even as few other countries the coming quarters. However, the economy faced tough and
saw the full fury of the nature - from hurricanes in the Caribbean, challenging conditions given the liquidity crisis of the previous
to drought and bushfires in Australia, floods in eastern Africa financial year. This continued crisis resulted in a liquidity
and drought in southern Africa. All these continued to pose new challenges, especially among the Micro, Small and Medium
challenges for the global economic growth. The growth rate of Enterprises (MSME) sector impacting the economy. Consumer
the Advanced Economies and Emerging Markets & Developing sentiments took a beating resulting in low demand offtake in
Economies slowed to 1.7% and 3.7% respectively from 2.2% and the economy. While the economy did see some green shoots
4.5% respectively in CY2018, The overall economic slowdown emerging in the third quarter of the financial year, the news of
resulted in decline in economic growth to 2.9% for CY 2019, as the COVID-19 pandemic and its quick spread dashed hopes of
compared to the robust growth of 3.6% for CY 2018. the economic recovery in the fourth quarter and for the whole
financial year. As per the date by the National Statistical Office,
The financial year was uncertain, challenging and an extremely India posted a growth of 4.2% for FY2020, a 11-year low.
tough year for the Indian economy. The world has been used
28
Industry overview players in the global automotive field to rethink

The Indian automobile segment has been on a downward their business plans.
trajectory for the past two years. It has posted a stellar 14.8% in
FY2018. In FY2019, it had to grapple with multiple issues NBFC Even in India, the pandemic has not only impacted the
liquidity concern, overall slowdown, inventory pile-up, mandatory automobile majors but the entire auto ancillary industry as
insurance, uncertainty due to the general elections, etc ensuring well. SAIM has termed the current situation as one of the most
that the growth rate slows down to 5.2% for the financial year. stressful ever and has asked for a stimulus package from the
The industry continued to face the issues of FY2019 well into central government. SIAM hopes that the government will play
FY2020. Overall economic slowdown, lack of government a significant role in demand creation and uplifting the consumer
stimulus for the industry, liquidity crisis and poor consumer sentiments by addressing the concerns of the auto sector
sentiments and finally the COVID-19 pandemic impacted all including temporary reduction in GST rates by 10% across all
industries and businesses. For the automobile industry, FY2020 vehicle segments, incentive-based ‘Vehicle Scrappage’ scheme,
would be one of the worst year as it saw a negative growth among others.
in all its key categories. As per data from Society of Indian
Automobile Manufacturers (SIAM), Passenger Vehicles closed The other aspect of COVID-19 which might further worsen
the financial year with a sale of 2.8 million units, as compared the situation for the industry is the mass exodus of migrant
to 3.4 million units FY2019, down by 17.8%. Commercial Vehicles population from the top cities. Experts estimate that even after
sales was down by a whopping 28.8% to close the year with the lockdown, it will take some time for the migrant population
a sale of nearly 0.72 million units. The growth leaders for the to return and therefore industry is also facing labour shortage
industry, three-wheelers and two-wheeler, also posted negative challenges. Importantly, when the companies start hiring people,
growth of 9.2% and 17.7% respectively for the year. Overall the they might not have the skill set required by the companies. This
automobile industry slipped in the negative growth zone as it has the potential to build inefficiencies in the operations, impact
posted a 14.7% decline over its previous year. the process cost and definitely cause supply chain disruptions.
COVID-19 This will have an impact on the industry making it difficult for the
industry to get back on its feet for a sometime.
The COVID-19 pandemic has come at a time when the automobile
industry was already battling a crisis make the pandemic further
Performance review
worsen for the industry across the world.
The Company is a leading automotive component manufacturer
in India with significant presence in the international market.
With extended lockdowns, the global
Spark Minda Group has 28 manufacturing plants in India, two
automotive industry will be taking a huge hit in South East Asia. The Company has multiple product lines and
from the Covid-19 outbreak and its spread over caters to all the Original Equipment (OEs) and the aftermarket
the months. The past few months, since the segment in the Automobile Industry. India continues to be the
outbreak of COVID-19, have seen sales plunging dominant market for the Company and accounts for around 67%
and production halted forced the big and small revenue, followed by Europe and US with around 28% and the
balance is accounted by markets in South East Asia.
In terms of end market, the Company’s revenue from PV

accounted for 28%, 42% came from 2W and 3W, 19% came from
CV and 11% from aftermarket.
For the year under review, the Company posted a revenue of

` 28,131 million, a decline of 9% as against the numbers for FY2019.
The fall in revenue would have been much higher but for the
strong performance in the Exports and the Aftermarket. EBITDA
margins were impacted as the industry moved to BS-VI and the
Company had to incur additional cost for the transformation and
certain cost related to COVID-19. An exceptional loss of Rs 2,933
million saw the Company posting a net loss of Rs 1998 million for
the financial year.
The Company classifies its business in four

broad categories including Mechatronics (Safety,
Security and Restraint System); Information
and Connected System (Drive Information and
Telematics); Plastics & Interiors (Interior System)
and Aftermarket.
29
Minda
Corporation
(Consolidated)
Mechatronics Information & Plastics & Interiors Aftermarket

Connected Systems
Mechatronics
The business has multiple product lines which includes electronic and mechanical security systems
(ignition switch cum steering locks, smart key systems, mechatronics handles and immobilizers
system); die casting components (aluminium high pressure die casting and compressor housing);
and starter motors and alternators. As the electronics and mechatronics share in vehicles increase
at a rapid pace, the business continued its laser sharp focus to develop products which meet
the changed/changing emission regulations i.e. BS IV to BS VI, cost innovations to get healthy
contribution, entry into new vehicle segments mainly construction and agriculture vehicles.
Product Portfolio Key Divisions/Companies Key Customers No. of Plant Locations

Plants
Electronic and Mechanical Safety Security Divisions Bajaj Auto, Ashok Leyland, TVS, 4 Pune, Noida,
Security Systems Yamaha, Honda Motors & Scooters, Pantnagar,
including Ignition Switch Suzuki Motors, Hero Motocorp, Aurangabad
Cum Steering Locks, Triumph
Smart Key Systems,
Mechatronics Handles Die-Casting Divisions Bajaj Auto, Borgwarner, Endurance, 3 Pune, Greater Noida
and Immobilizers System; Garrett Motion, Keihin India
Die Casting: AL (HPDC,
GDC, LPDC) and Zn Starter Motors & Alternators Escorts, Magneton, ITL, TAFE, CNH 1 Bawal
(Hot Chamber) such as Division
Housing Compressor;
Starter Motors, ASEAN Business Yamaha, Suzuki, Kawasaki, Piaggio 2 Indonesia, Vietnam
Alternators.
Minda VAST Access System Maruti Suzuki, Tata Motors, Nissan 2 Pune and Manesar
Limited
30
A. Safety Security Division

Change in technology trends, regulatory mandates, rapid
changing customer expectations, need for differentiating
products by OEMs and increasing cost reduction pressures
from OEM’s, the division has further intensified its focus
on innovation / technical advances. For domestic market
we are focused on developing products which meet the
changed/changing emission regulations i.e. BS-IV to BS
VI, cost innovations to get healthy contribution, entry into
new vehicle segments mainly construction & agriculture
vehicles. The electronics & mechatronics share in vehicles
is increasing at a rapid pace. Highly reliable microcontroller
based solutions enable the advanced safety & security
requirements of the vehicle. The division is also focusing
on electronic & mechatronic systems for tech savvy
European and US Market and cost competitive Indian &
ASEAN Market customers. The division is also building
strong supplier base and capability for reduction in raw
material through Value Addition /Value Engineering and
also looking to save cost by sourcing from FTA countries. • Expanding SOB with existing domestic & global
customers by
In-house Design and Development capability for Electronic o Early engagement with the customer to understand
& Mechanical Security Systems, with focus on product the value attributes
Innovation, reliability & first time through approach will
further increase to achieve zero defects in complete o Providing differentiated products which are high in
product life cycle – Zero defect initiative drive started content.
across the group and Zero defect product policy will be
adopted as our winning mantra. B. Die-Casting Division
The die-casting division, a vital part of the Mechatronics
Strong patent portfolio business, hosts all the die-casting facilities under one
The Company’s relentless focus on Intellectual Property roof - LPDC, GDC, HPDC – Aluminium and Zinc. Its cost
Rights (IPR) creation is the prime reason for the strength competitive manufacturing process supports the division
in the patent portfolio. The patents portfolio till FY2020 to grow both in domestic and overseas markets, at a much
stands tall at 82 patents with 61 for conventional lock sets faster rate as it has a complete in-house process and state-
and further 21 for smart key solutions. of-the-art testing facilities. Its design and engineering
capabilities are helping the Company to meet the audits of
World class in-house R&D facility - SMIT major customer and garner more business for future. The
The investment in the state-of-the-art, in-house R&D facility product range it manufactures include:
Spark Minda Technical Centre (SMIT), Pune continues to
yield rich dividends, in terms of enriching the IPR portfolio GDC: Upper Bracket and Handle holders for 2W,
and enhancing product line. Compressor Housings for Turbochargers, Engine Mounting
Brackets for 4W, Intake Manifolds, Brake Callipers, Tandem
Proximity to Customers Master Cylinders for brake application, Housings for
The facilities are strategically located in close proximity to steering mechanism, Thermo Housing for water and Oil
customer locations, providing us with an inherent edge by pump application
saving on valuable time and transportation costs.
LPDC: Cylinder Heads and Upper Bracket for 2W
The Company has maintained a firm grip on market share
HPDC: Master Cylinders for 2Wbrake application, Seal
in the domestic market and continues to show good growth
plates for Turbochargers, Starter motor cover, Head Cover
in exports.
Zinc: Ignition lock, Fuel Tank cap parts for 2W and 4W
The focus is to expand this division by
• Further market penetration in domestic, as well as The division is geared up to diversify its business into other
International area like Aerospace, Rail, Defence and Marine because
of its deep understanding and knowhow of the various
• Product development i.e. Mechanical to Mechatronic
businesses. It is also helping the OEMs and Tier 1 supplier
• Market Development i.e. entry into ATV/Off-Road to meet the changes in regulations, which are taking place
in various overseas market and also into E-Bike/E- in fuel injection, braking and emission system. To enhance
Rickshaw
31
the competency, the division is implementing automation • Opportunity to increase business in the after market
in a phased manner, optimizing machining cost and other by leveraging support of Aftermarket Sales & Service
cost including lowering the raw material cost. network for its key components.

C. Starter Motors & Alternators Division The division is further developing new products to have
Starter Motors and Alternators Division (erstwhile Minda sustainable growth and enhance profitability. Some of the
Autoelektrik Limited and formerly known as Panalfa products under developments towards this are highlighted
Autoelektrik Ltd). the division is engaged in the business of below:
manufacturing and selling of starter motors and alternators. • Permanent Magnet Planetary Gear Starter Motor for
It is a leading manufacturer of GRS Starter Motors and Tractor & LCV
Alternators with technology from Magneton, Czech
Republic. It is the pioneer in India to introduce Starter • 24 Volt 55 Amps 5” Internal Fan Alternator for LCV
Motors with Offset Gear Reduction Technology, which gives • Volt 1.8Kw Starter Motor for LCV
the Company a technical edge over conventional starter
motors like more power in compact size, high efficiency and • 12 Volt 55 Amps 4” Internal Fan Alternator for LCV and
reliability and less current drainage from battery. It caters to Tractor
a range of sectors including tractors, agriculture machinery, • 12 Volt 210 Amps 5.5” Internal Fan Alternator for Tractor
stationary engine and construction equipment in India
and Europe. Improvement in productivity and reduction D. ASEAN Business
in fixed cost are the priority for improving the profitability PT Minda Automotive (Indonesia)
of the division. To improve the reliability and quality of the Minda Vietnam Automotive Co. Ltd
product, following testing activities are installed or are
being installed… These Companies cater to the large and growing markets
• Salt Spray Chamber in the ASEAN region, with its Greenfield manufacturing
facilities in Indonesia and Vietnam. This helps the
• Engine Control Unit
Company to live up to its core philosophy of being ‘near
• Hot Chamber to the customer’ and ‘supplying the best quality products’.
The supplies to the OEMs not only in Indonesia, Malaysia,
• Thermal Shock Chamber
Vietnam, Singapore, Philippines, China, Japan, etc., but also
to OEMs in distant Brazil and Columbia, are a testimony to
The division has huge opportunities
the success of the vision of the Company.
• Diversification into new segments – LCV, Off Road,
stationary engine and 3W The Companies supply a wide range of products to its
customers including Ignition switch (with or without Magnet
• New business acquisition in tractors segment, with
Shutter), Fuel Tank Cap, Side Cover Lock, Seat Latch /
introduction of low-cost Alternator and Permanent
Locks.
Magnet Gear Reduction Starter Motor.
• Opportunity to increase Export Business with existing It remains a one-stop solution for Lock, Wiring Harness,
and new customers/new territories. Speedometer, EV and other group products from one
facility in ASEAN. In order to support the future growth,
32
the Company is focusing in early vendor involvement, cost

competitive sourcing, technologically evolved product and
enhancing the productivity and skill development in the
ASEAN region.
The technological capability of the Companies is backed

up by a strong R&D teams in India, with Design office in
Japan.
E. Minda VAST Access Systems

Minda VAST Access Systems Private Limited is a 50:50
joint venture between VAST, USA and Minda Corporation
Limited in headquartered at Pune. VAST, USA is a well
renowned global supplier of security / access control
products for the motor vehicle industry and is one of the
global market leaders in the security / access systems.
VAST is an alliance of three organizations and related
operating entities that is directed by a single management
team in order to effectively serve global customers. The
organizations of VAST are WITTE Automotive from Velbert,
Germany; STRATTEC Security Corporation from Milwaukee,
WI; and ADAC Automotive from Grand Rapids and MI, USA.
As technology marches on, the Company recognizes that

the conventional mechanical based security systems will
be replaced with more and more electronics additions During the year, the Mechatronic business continued to
which will equip the end user with enhanced security hold its dominant leadership position in the electronic
features. Minda Vast has started this journey with local and mechanical security system. The industry is seeing a
innovations to offer typical Indian solutions to the end users clear shift from the traditional key with remote-controlled
on affordable cost. Minda VAST has been successful in vehicles. Leveraging on SMIT and its continued investment
moving with the changing trends, i.e shift from Mechanical in R&D, the business leads the market with an overall plus
to Mechatronics; and developing products with the help of 30% market share. The business products are used by
SMIT and VAST like iRIS 1/ iRIS 1.5 / iRIS 2, ESCL, Immobilizer leading OEs. Further, the Company supplies to leading
and other electronic parts. It has also developed products OEs in Europe even as it continues to develop cutting
like Bracket-less handles, in line with the Government’s edge products with embed technologies including WIFI,
stringent regulatory requirements and the need for weight Bluetooth, 4G and 5G network for PV. The Company’s
reduction in products. technology advantage is evident to customers given that
it was first company in India to provide the complete in-
The key strategies for growing and improving the house mechanical, electronics and the software solution for
profitability of this business are push button start for 2W segment, a feat still unparalleled
in the industry. It has been the first company in the India to
1. Enhancing the capacity utilization by getting more
develop the smart key, low engine AC car and with over
business on outer door handles and lockset from PV
21 patents filed. During the financial year, the Company
manufacturer.
associated with Bajaj Auto to supply its products such as
2. Reducing the breakeven level by 20% by reducing both Keyless system consisting of electronics steering column
fixed and variable component of cost. lock, Key FOB, Smart ECU, Seat and glove box actuation
3. New product development like seat latch, outer handles mechanism and few Die casting components for Bajaj
and switch Auto’s legendary Bajaj Chetak which was launched as a
e-Scooter.
4. Penetration to new customers - both in the domestic
and global markets
The Company’s JV partner VAST is supporting in addition of

product portfolio like electronic parts for handle and outer
handle and also in other strategic initiative like introduction
of flush door handles and powered latches.
33
Information and Connected Systems
This business vertical includes products like instrument clusters (speedometers); wiring harness,
steering roll connector and junction box; sensors (speed and exhaust gas temperature (EGT); and
innovative technology solutions and IoT solutions. The Company caters to the leading Indian and
global OEs with its high-quality product offering.
Product Portfolio Key Divisions/Companies Key Customers No. of Plant Locations

Plants
Wiring Harness, Wiring Harness Divisions TVS, Ashok Leyland, Bajaj Auto, 8 Pune, Greater Noida,
Connectors, Terminals, Honda Motors & Scooters, Hero Chennai, Murbad,
Components, Steering Motocorp, Piaggio Pithampur, Haridwar,
Roll Connectors; Mysore
Instrument Clusters,
Dashboard, Sensors like Component Divisions In-House Divisions or JV 1 Greater Noida
speed, temperature, Companies
position, pressure,
exhaust gas etc; Telematics & Electric Mobility Escorts, Magneton, ITL, TAFE, CNH 1 Bangalore
Innovative Technology Division
Solutions and IOT
Solutions. Minda Stoneridge M&M, Bajaj Auto, Ashok Leyland, 2 Pune, Chennai
Instruments Limited Honda Motors & Scooters,
Furukawa Minda Electric Maruti Suzuki, Renault-Nissan, 1 Bawal

Private Limited Honda
A. Wiring Harness Division

The regulatory tightening measures, along with customer
preferences for comfort, safety and feature-rich mobility,
is bringing a sea change in the use of wiring harnesses.
The content in the wiring harness, in terms of no. of
circuits, connectors have been increasing steadily, but
with BSVI coming to play from 1 April 2020, the industry
has witness enormous increase in the content of wiring
harness, especially for 2W, where the engine has moved
from carburettor to Electronic Fuel Injection (EFI). With
BSVI regulations, the import is expected to see a rise.
The Company is in a constant endeavour to optimize
the wiring harness design through frugal engineering, to
reduce the import content and improve the productivity of
labour, so that it is able to supply a world-class, reliable
product at minimum cost. Other than PV, the division has
more than 30% market share in 2W, 3W, CV and tractors in
India. It is also exploring the potential of exporting Wiring
Harness to global OEMs, who are its customers for other
products. Pan-India presence near automotive hubs, along
with consistent quality is helping it retain strong customer
relationships and enhancing the brand image of the group.
34
Expanding market by adding new customers domestically, C. Minda Stoneridge

as well as globally and enhancing the core competency, by
Minda Stoneridge (MSIL) is a 51:49 joint venture between
locally developing various components required in Wiring
Minda Corporation Limited and Stoneridge Inc, USA,
Harness, remains the key to sustainably grow the business.
a leading manufacturer of electronic instruments and
automotive sensors. The Company has exclusive
Development of Modular Fuse Box, waterproof connectors,
manufacturing and marketing rights for India and various
PCB Junction Box and Aluminium Battery Cable testify
Asian countries including Malaysia, Indonesia, Philippines,
the capability of the team in localizing. However, further
Singapore, Thailand, Vietnam, etc. Premiumization of
enhancing the engineering capability, investments in
product, due to safety and aspirational needs of the
technology and automation are the need of the hour, in
customers will be the driving factor for volume growth in
order to increase productivity.
the cluster segment, whereas regulatory push i.e. shift from
BSIV to BSVI is going to result in increase in revenue from
The division is working towards retaining and strengthening
sensor business.
the leadership position in segments they operate and be
the preferred partner for the customers by being flexible,
Focus on cost leadership by design and material
reliable and creating value for the customer and all
optimization has helped it to retain market leadership in
stakeholders.
CV, tractors and 3W in the cluster segment. The Company
is working to increase its penetration in 2W along with PV,
B. Telematics & Electric Mobility Division as the trend towards connected mobility increase over the
The Company, has acquired Bengaluru-based EI Labs coming years. The Company is working with Telematics
during FY2018. This division delivers inter-disciplinary and Electric Mobility division of Minda Corporation and
products in the connected mobility and IoT arena and Stoneridge, for integrating the cluster with telematics.
the acquisition has enabled the Company to develop
latest devices and solutions, bringing in state-of-the- Emissions, Safety and Fuel Economy are driving the growth
art technologies in the automotive connected mobility in Sensor business. Addition of new customers for existing
management devices and solutions domain. It is bringing sensors will also help in increasing the revenue.
a full spectrum of solutions, to reinforce developments in
next generation connected mobility and IoT space and The JV is working very closely with Stoneridge to explore
demonstrate its capability in moving from part to a system other products which can be moved to the JV, so that it
supplier. This futuristic connected mobility solution will give can continue to supply global customers of Stoneridge
the much required value add and competitive edge to its and explore penetrating into the domestic customers with
customers whom it has strong relationships.
35
Going forward, Minda Stoneridge is focused on the and components related to wiring harness e.g. relay box,
following: junction box and steering roll connectors used for the airbag
systems etc. for Japanese 4W customers. In addition to the
Wiring Harness, it is a pioneer in Steering Roll Connectors
• Market Penetration:
(SRC) technology in India.
o Business Penetration into new customers in 2W
segment and also into digital cluster in 2W After successfully implementing the revival strategy, the
Company divested some of its stake to the JV partner and
o Penetration into new models of existing 2W
reduce its stake from 51% to 25% in FY2019. The Company
customers
is optimistic about its future growth potential, as regulations
o Retaining or increasing its share of business become more stringent and demand improves.
percentage in existing business
With the onset of BS VI from 1st April 2020, the content
in wiring harness will increase. In two-wheeler most of
• Product development in 2W, tractors and CV the engine moves from Carburetor to Fuel Injection in
instruments business BS VI, the content in Wiring Harness is doubling. This is
o Upgrading instruments w.r.t EFI, ABS, BS VI norms / happening as number of circuits, connectors and special
legislations circuits are increasing by more than 2 folds. This will give
us a good jump in revneue.
o Addition of features like integrated immobilizers,
flashers, TPMS, etc. During the year, we developed complete modular Intelligent
Transport System architecture (hardware and software) for
BS VI range of fully built buses. This product has a well
• Market Development (exports in ASEAN, Europe and incorporated USPs and a complete system solution from
North America) Spark Minda Group.
o Penetration into ASEAN CV business to increase
its presence in ASEAN as an addition to its 2W The year also saw Information and Connected Systems
presence the business focus on the Export market. The Company
has customers for the Information and Connected System
o Penetration into European and North American 2W business like Piaggio in Italy. The Company reached out to
instruments business by adding new customers other OE players in Europe and have started seeding the
market beyond India for its wiring harness business.
D. Furukawa Minda
Furukawa Minda is a 75:25 joint venture between Furukawa The Company continued with its plan to expand capacity
Group of Japan and Minda Corporation. The Company and invested in the plant in Mysore, India. With this plant,
develops and produces the entire range of Wiring Harness the business now has over nine plants all over India for the
Information and Connected System product portfolio.
36
Plastics and Interiors
Minda KTSN
It is manufacturer of kinematic and non-kinematic plastic SUV producer and Engine manufacturer in India.
interior parts, which was acquired by Minda Corporation
in 2007 in Prina, Germany. After that it acquired and set up Product Range
facility in Poland, Czech and in Mexico in 2014, 2015 & 2017 The product range comprises of Side Air Vent, Centre
respectievly. It also helped Minda Corporation to set up Consoles, Console Air Vent, Round Louvers, Centre Air Vents,
interior plastic division in India in 2017. Nozzle Defroster, Door Sash, Side Air vents, S, , Oil Pan, Valve
Cover and Battery Trays. In addition to this,
Minda KTSN, has been facing challenges including a tough the division is also looking to also design and develop more
market environment in Europe & Mexico and has been products by partnering or having technological tie-up with
significantly under-performing for last 2 years. Minda design & development institute in Germany.
Corporation Limited’s Board of Directors held a meeting on 9th
June 2020 to review the request for further financial support Objective
to Minda KTSN. After extensive deliberations and after taking This division helps in strengthening the presence of the group
into consideration the current and future cash flow projections in Passenger Vehicle segment and thus helps in diversifying.
of Minda KTSN and the need to tighten the capital allocation With the expertise gain from Minda KTSN, the division is
in light of the effects of Covid–19 pandemic and the ensuing market ready as it has developed technical competency and is
circumstances on Minda Corporation Limited, the Board of now looking to increase market presence by developing new
Directors decided not to undertake further financial exposure products for its existing and new customers. The opportunity
in Minda KTSN. Thereafter, Minda KTSN filed for insolvency in for this division is huge as usage of plastics in vehicle is
Germany. increasing because of light weighting and feature additions.
The market is slowly and gradually moving towards advanced
Interior Plastic Division technology like surface treatment, comfort/convenience,
The Interior Plastic division was set up in 2017 after gaining advanced mechatronics etc. in interior plastic parts. Our
expertise in value added plastic technology such as objective remains to identify the area of growth and serve
kinematics and light-weighting from Minda KTSN. The division the customers by further strengthening in house capability,
will continue to develop the technology by associating with technical alliances or partnership with dedicated companies.
Design & Development institutes in Germany. This business
will grow “exponentially” in next 4-5 years with attractive Currently the manufacturing is taking place from Greater
margin as we have made inroads with the largest Car producer, Noida but is also setting up another facility in Gujarat.
Aftermarket
The Company markets all products manufactured by the It has distribution network of more than 450 business
Group Companies and certain outsourced products in the partners who in turn connects with more than 10,000 retailers
aftermarket segment. across India. The division intends to capitalize its extensive
distribution network and global presence to expand its
Product Range aftermarket sales and services to other international markets,
Aftermarket products include products manufactured by the such as South East Asia. To strengthen the brand image, it is
Group Companies along with certain outsourced products, connecting with retailers and mechanics, along with providing
such as filters, clutch plates, bearings, wiper blades, brake favourable polices like warranty response within 48 hours. It is
shoes and cables. further strengthen its distribution channel by having the right
policy and working at ground-level and delivering the best-
The division provides aftermarket sales and services to in-class service by leveraging digital tools. Aftermarket helps
the 2-Wheeler segment, contributing more than 80% of its Minda Corporation to mitigate the risk of slowdown in the
revenue and other segments like, 3-Wheelers, Passenger automobile industry. It is focusing on growth and looks forward
vehicles, Tractors, Commercial vehicles and off-road vehicles to strengthen this vertical by maintaining the leadership
contributing the balance. It has well distributed network across position in its legacy products consolidate and then expand
various regions not only in India, but also in Sri Lanka, Nepal, the market share in products launched in last few years. The
Bangladesh and Bhutan. division is also looking at opportunities to introduce new
products at regular interval.
37
Some financial ratios for FY2020 and FY2019 are given below experience consistency in HR practices and policies across
the Group. This will strengthen the governance, standardize
practices across the group and simplify the HR workflows.
Particulars FY 2020 FY 2019
It will have long-term benefits to the organization in both
Debtor Turnover (Days) 51 64 tangible and intangible value.
Inventory Turnover (Days) 84 84
Communication plays a key role in ensuring an engaged
Interest Coverage Ratio (x) 3.5 4.9 workforce and the Company ensured the engagement with
Current Ratio (x) 1.3 1.4 various communication platforms including town halls, first day
celebration, etc to connect the employees with the leadership
Net Debt to Equity Ratio (x) 0.06 0.26
as well as peer to peer communication and engagement.
EBITDA Margin (%) 8.9% 9.5%
Net Profit Margin (%) -7.0% 5.4% With well-crafted and employee-friendly policies, which are
recognized as the best in the industry, the Company’s HR
Return on Net Worth -20.5% 14.2% function has been on the forefront to build a happy and diverse
workplace, with ample career and growth opportunities. It
The return on net worth has been negative due to impairment enjoys a cordial relationship with its employees and has not
charges related to Minda KTSN of `2,933 million for FY2020. experienced any major work stoppages due to labour disputes
or cessation of work in the last many years.
Human capital and IPR
Safety and security of its employees is a big concern for the
The Indian automotive industry has been in a midst of business
Company and it has prescribed policies and procedures,
transformation with technology and automation leading the
creating awareness and imparting pieces of training to the
charge for this metamorphosis. In a complex, competitive and
workforce to ensure this. It also has an established mechanism
transformative space, the Company strongly believes that
that fosters a positive work environment that is free from
people are the reason for its success as it cannot achieve its
harassment of any nature. Prevention of sexual harassment
business and social objectives without them. With an acute
initiative framework is in place to address the complaints of
focus on its vast and diverse employee base, the Company
harassment at the workplace.
focused on further strengthening and nurturing its talent pool
to redefine its approach to success, recalibrate its systems
Internal control
and processes and set a path for continuous and consistent
success stories. The Company’s internal control systems are commensurate
with the nature of its business and the size and complexity of
A the top of the pyramid, the Company HR function continued its operations. It follows a strong system of internal controls to
with its focus on hiring the right talent for the job. The Company ensure that all assets are safeguarded and protected against
has a robust framework to develop and groom employees and loss from any unauthorized use or disposition and that the
build the leadership pipeline for the future. In line with its core transactions are authorized, recorded and reported quickly.
value of ‘Nurturing Talent’, the Company has re-defined roles It reviews the adequacy of internal control systems from time
for enhanced efficiency and seamless movement of talent to time. The internal controls are designed to maintain the
across the businesses. The Company has 2987 permanent transparency and adequacy of the financial and other records,
employees as on 31st March, 2020. which are reliable resources for preparing financial reports
and other data.
Technology continued to be a pivot around which the
Company engaged with its employees. Creating One Spark The Company’s Audit Committee reviews adequacy and
Minda’, which now connects every employee and helps them effectiveness of its internal control environment and monitors
the implementation of audit recommendations, including those
related to strengthening of the Company’s risk management
policies and systems.
Risk management
The Company robust risk management framework aims to
continuously identify the various risk and the Risk Committee
plans for risk mitigation. The Company has identified the
below mentioned risk and suggested the mitigation strategy.
Risk of COVID-19 pandemic

The economic fallout from the pandemic is hurting both at
the demand and supply side. While it will hurt discretionary
consumption, the lockdown and the slow unlocking will
impacting the supplier. The automotive entire chain i.e.
supplier, manufacturing to distributors are getting impacted.
Further, ramping up of production while maintaining social
distancing and ensuring safety of worker is a concern.
38
Mitigation: The Company has set in protocols for its plant/ the Company’s business through acquisitions and divestments
office and people in accordance with local and national may have a material adverse effect on its future results and
governments’ guidelines. It has established top-level financial condition.
committee to drive systems and processes to monitor the
situation and prevent the spread of COVID-19. Mitigation: The Company’s has multiple internal governing
bodies including the Board of the Company to evaluate its
Risk of losing opportunity to alternate mobility solutions decision in respect to divestment or merger & acquisitions.
With the emergence of electric vehicles as the vehicles of The Company has made very stringent process to evaluate
choices for consumers, the automotive industry is going any opportunity on merger & acquisition.
through massive changes with new areas of growth in
products and services with high technology and electronic Geo-Political Risks
content. Similarly, the auto-ancillary companies need to invest The Company’s has manufacturing footprint in ASEAN. Further,
significantly in R&D to develop products for the emerging it has busines footprints in the region as well as Europe. Any
growth area, else risk obsolesce. unexpected uncertainties and volatilities in these economies
may have an adverse impact on business and profitability.
Mitigation: With the dedicated R&D facility, the Company Such uncertainties may be in the nature of any new regulation
is investing in high tech R&D to support its innovation in or norms affecting the automobile industry, climate change
areas like electric vehicle components, telematics. It also regulations, political or trade disruptions, etc.
continues to work on making its own legacy product obsolete
by developing products which are high in technology and Mitigation: The Company regularly track events in these
electronic content. geographies and analyses the possible impact. Further, it is
continues to enhance its relationship with the customer by
Risk of building future capacity and capability way of early engagement in its product development.
The automotive industry is changing at a pace never seen
before as the technologies are integrating and also because Foreign exchange Risks
of rapid change in the behaviour of the consumer. The need The Company has operations in many countries and is
to strengthen the capacity and capability for future product prone to the currency fluctuations due to export and import
development is being felt by most of the Organization. transactions. Currency fluctuations are likely to impact the
products’ pricing and profitability.
Mitigation: The Company has a robust process of people
development, employment practices and succession planning. Mitigation: The Company tries to have back-to-back
It continues to invest in skilling and upskilling of its employees arrangement with customer for currency fluctuations.
on new and advanced technologies, grooming employees and Wherever not possible, it keeps track of currency risk and
creating a talent pool and also has leading industry measures takes appropriate positions in forward contracts and hedging
to motivate and retain the talent. currencies to mitigate the risk in the jurisdictions where it has
facility to do so, as per its Risk Management policy.
Risk associated with divestment or merger & acquisition
The Company regularly examine a range of corporate Risk due to technology innovation
opportunities, including acquisitions and divestments, with a The Company manufactures different auto components that
view to enhance its strategic position, financial performance need continuous technological upgradation.
and create value for all the stakeholders. Potential changes to
39
Mitigation: The Company has been investing in R&D and have

joint ventures with leading global automotive companies,
With SMIT and access to latest technologies, it is upgrading
its legacy products (Safety and Security products) and also
help in building non-legacy products (products required for
connectivity and electrification).
Risk associated with raw material and supply

The Company purchases raw materials which are prone to
price fluctuations. The increase / decrease in the cost of raw
materials has a direct impact on profitability.
Mitigation: The Company has back to back arrangements with

most of its customers for change in the commodity price and is
in process to add more customers in this kind of arrangement.
Moreover, the Company tracks the changes in the prices of
raw materials and maintains an inventory for the operating
cycle to avoid purchasing them at high prices.
Human Resource risks
Attrition of key people and leadership team members could
impact business operations and growth.
Mitigation: The Company addresses this risk with the help of

its People’s team (HR). HR ensures best-in-class remuneration,
ample learning and development opportunities, effective
work-life balance through various festive celebrations,
regular management communications through town-halls and
newsletters, in order to keep the workforce engaged and in
high spirits.
Competition Risks
Global auto ancillary companies, with deep pockets, are
setting up plants in India to ensure that the upcoming
regulatory requirements are met.
Mitigation: The Company has a policy to diversify its risks and
Mitigation: The Company addresses this risk with the help business from its major OEMs does not account for more 15%
of sizeable investments required for new technology, R&D, of its total revenue. While, the Company does have customer
joint ventures or technology licensing. The Company is also concentration in relation to few product or division, but it
working to localize the components required for various looking to add more OEMs or increase its SOB with existing
products through frugal engineering, so that the solutions OEMs. The Company has also identified Aftermarket as a
provided to the OEMs not only meet the stringent quality but is division which helps it not only to mitigate the risk arising
also cost effective. The Company has a strong balance sheet out of customer concentration, but also helps in mitigate the
and the focus remains to ensure that the Capex requirements cyclicity associated with the demand of OEMs product.
is met through operating cash flow and it should generate
enough free cash flow. Business outlook
‘The year ahead continues to be extremely uncertain but
Vendor rationalization Risks we think the worst is behind us. Minda Corporation with its
OEMs are reducing the number of platforms and are building unique value proposition, Research and Development driven
new platforms which are modular in nature. This is helping products, support from customer base and a strong balance
them to rationalize the number of vendors with whom they sheet is well placed to navigate through this difficult times.
have to deal with.
The course COVID-19 remains uncertain and is expected to
Mitigation: The Company addresses this risk by early continue to impact business activity during the year, given
engagement with the OEMs and help in providing cost-effective there is no vaccine for the virus as of date. The global and
technological solutions for their requirements. Moreover, the Indian automobile industry and related sectors will need to
Company is moving up the value chain, from sub-component rethink about their business and strategy to over come the
provider to modular vendor and system supplier. unprecedented market challenges.
Customer concentration Risks

High dependency on few OEMs result into the business being
tied with the performance of those OEMs.
40
Directors’ Report
To
The Members,
Your Directors have pleasure in presenting the 35th (Thirty Fifth) Annual Report on the business and operations of the Company
together with the audited financial statements for the financial year ended March 31, 2020.
FINANCIAL SUMMARY
(Amount ` in Million)
PARTICULARS Standalone Consolidated
31.03.2020 31.03.2019 31.03.2020 31.03.2019
Sales/ Income from operations 21305 23708 28131 30920
Other Income 479 410 443 355
Profit from operation before Interest, Depreciation, Other 5548 6007 6556 7151
Expenses, taxes and share of profit/ (loss) of joint ventures/
associate
Finance Cost Interest 389 344 499 490
Depreciation and amortization expense 823 615 1179 883
Other expenses 2678 2810 3614 3872
Profit from operation before tax and share of profit/ (loss) of 1658 2238 1264 1906
joint ventures/associate
Share of profit of joint ventures/associate (net of taxes) NA NA 125 280
Profit before exceptional item & tax 1658 2238 1389 2186
Exceptional Item (3666) 43 (2933) 175
Tax Expense 396 695 447 688
Tax Adjustment related to earlier year 7 (20) 7 (19)
Profit/Loss for the period after taxes (A) (2411) 1606 (1998) 1692
Other comprehensive income for the year
• Items that will not be reclassified to profit and loss:
- Re-measurement of defined benefit liabilities (net of tax) (14) (7) (12) (7)
items that will be reclassified to profit and loss
- Joint Venture’s/Associate’s share of re-measurement of - - (6) 2
Defined benefit liabilities (net of tax)
• Item that will be reclassified to profit & loss - - (6) 2
- Exchange difference in translating financial statement of - - 72 (93)
foreign operations
Total other comprehensive income(B) (14) (7) 54 (98)
Total comprehensive income for the period (A+B) (2425) 1599 (1944) 1594
For details, refer Notes to Accounts forming part of this Annual Report.
COMPANY PERFORMANCE Profit of ` 1692 Million earned during previous year.

The financial statements have been prepared as per the IND- This year we had an exceptional loss of ` 2,933 Million on
AS prescribed by the Institute of Chartered Accountants of India consolidated basis as against exceptional gain of ` 175 Million
(ICAI). last year.
Standalone Financials: During the year under review, your Along with silent transformation of the automobile industry,
Company has achieved a turnover of ` 21305 Million against it continues to be gasping for fresh air for the past two year.
` 23708 Million during previous year. The Company reported a The economic conditions have certainly not been helpful
Net Loss of ` 2411 Million as against Net Profit of ` 1606 Million
for the industry. We are seeing the industry, one of the major
earned during previous year. This year we had an exceptional
contributors to the Indian economy; continue to be in the blues
loss of ` 3,666 Million on standalone basis as against exceptional
since the past two years. From a growth rate of 6.3% for total
gain of ` 43 Million last year.
vehicles produced in FY19, FY20 saw the industry de-growing at
Consolidated Financials: During the year under review, your 14.7% rate. The reasons are not hard to see - overall economic
Company has achieved a consolidated turnover of ` 28131 slowdown, lack of government stimulus for the industry, liquidity
Million against ` 30920 Million during previous year. The crisis and poor consumer sentiments and finally the COVID-19
Company reported a Net Loss of ` 1998 Million as against Net pandemic ensured that the industry remains in a bad state of
41
affairs, impacting each and every segment of the industry. The Rating Agencies Instrument Ratings
fall in revenue for us would have been much higher but for the India Ratings & Term Loan IND AA-/Stable
strong performance in the Exports and the Aftermarket. Research (Fund-based and Non-fund- IND AA-/Stable
The exceptional loss reported this year is because the Board based) Working Capital Limits
of Directors of the Company at their meeting held on 09 June CRISIL Long-term Rating CRISIL A+/
2020 decided to withdraw the financial support to its material Stable
wholly owned subsidiary Minda KTSN Plastic Solutions GmbH Short- term Rating CRISIL A1
Co. & KG, Germany (Minda KTSN). Thereafter, Minda KTSN filed
The Rating Agency have re-affirmed the credit rating during the
for Insolvency on the same date. Minda KTSN has prepared
year under review.
its financial statements for the year ended 31 March 2020 on
the assumption that the fundamental accounting assumption DIVIDEND
of going concern is no longer appropriate. Accordingly, the
management of your Company assessed the recoverability of For the year 2019-20, your directors have not recommended
investments, loans and other outstanding from Minda KTSN any final dividend, The interim dividend of ` 0.35 per share (i.e.
based on its financial statements and has recorded impairment 17.5%) per equity share (Face Value ` 2/- each) which has already
loss of ` 2795 Million in respect of its investments, loans and been paid by the Company for 2019-20 is being placed in the
other receivables. Further, the Company has paid a sum of ` 870 notice of the ensuing Annual General Meeting for approval by
Million (Euro 10.5 Million) pursuant to Corporate Guarantee and shareholders of the Company.
Stand By Letter of Credit (SBLC) given by the Company to the
DIVIDEND DISTRIBUTION POLICY
banks in respect of loans taken by Minda KTSN. The total charge
of ` 3666 Million has been presented as exceptional items in the In line with Regulation 43A of SEBI (Listing Obligations and
Statement of Audited Standalone Financial Results. Whereas, Disclosure Requirements) (Second Amendment) Regulations,
the Company has recorded impairment charge of ` 2933 million 2016, your Company has formulated a Dividend Distribution
which has been presented as exceptional items in the Statement Policy which is available at the Company’s website i.e. https://
of audited consolidated financial results in respect of goodwill sparkminda.com/wp-content/uploads/2020/04/Dividend-Policy.
relating to MKTSN and reduction in carrying value of property, pdf
plant and equipment and other assets of MKTSN.
SHARE CAPITAL
The Operational Performance of the Company has been
extensively covered in the Management Discussion and The paid up Equity Share Capital as on 31st March, 2020 is
Analysis, which form part of this Directors’ Report. ` 4,54,444,570 (Rupees Four Hundred Fifty Four Million Four
Hundred Forty Four Thousand Five Hundred Seventy Only)
AMALGAMATION OF FIVE WHOLLY OWNED SUBSIDIARIES
divided into 2,27,222,285 Equity Share of ` 2/- each, Upon the
WITH MINDA CORPORATION LTD.
Scheme coming into effect from the Appointed Date i.e. April 01,
The Company had initiated a Scheme of Amalgamation (the 2018, the authorized share capital of the Company has enhanced
“Scheme”) involving merger of five wholly owned subsidiaries i.e. to an aggregate amount of ` 15,77,000,000/- (Rupees One
Minda Management Services Limited, Minda SAI Limited, Minda Thousand Five Hundred Seventy Seven Million only) and the
Automotive Solutions Limited, Minda Autoelektrik Limited and authorized share capital of the Company has been re-classified
Minda Telematics and Electric Mobility Solutions Private Limited as divided into 69,25,00,000 equity shares of ` 2/- (Rupees
(“Transferor Companies”) into the Company. The Honourable Two only) each aggregating to ` 13,85,000,000/- (Rupees One
National Company Law Tribunal (“NCLT”), New Delhi Bench, has Thousand Three Hundred Eighty Five Million Only) and 240,000
approved the Scheme vide its order dated July 19, 2019. The preference shares of ` 800/- (Rupees Eight Hundred only) each
Scheme was operative from April 1, 2018 (“Appointed Date”). The aggregating to ` 192,000,000 (Rupees One Hundred Ninety
scheme was effective from September 01, 2019 i.e. upon filing
Two Million Only). Therefore, Clause V of the Memorandum of
of the certified copy of the said order of Hon’ble NCLT with the
Association of the Company stands modified accordingly.
Registrar of Companies, Delhi.
TRANSFER TO RESERVES
Amalgamation of the Transferor Companies into and with the
Company resulted in consolidation of the businesses. The During the financial year under review there was no transfer to
Amalgamation is also beneficial as it created greater synergies General Reserve by the Company.
among the businesses and enabled them to have access to
wider financial resources, increase the managerial efficiencies, INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
lowering of cost structure and higher transparency. Pursuant to the applicable provisions of the Companies
The Transferor Companies are wholly owned subsidiary Act, 2013, read with the IEPF Authority (Accounting, Audit,
companies of Company, therefore, no new equity shares Transfer and Refund) Rules, 2016 (“the IEPF Rules”), all unpaid
have been issued and entire share capital of the Transferor or unclaimed dividends are required to be transferred by the
Companies has been cancelled and extinguished. Company to the IEPF, established by the Government of India,
after the completion of seven years. Further, according to the
CREDIT RATING IEPF Rules, the shares on which dividend has not been paid
India Ratings & Research (Ind-Ra) and CRISIL have assigned or claimed by the shareholders for seven consecutive years
below credit ratings to the Company: or more shall also be transferred to the demat account of the
42
IEPF Authority. During the year under review, the Company has BUSINESS RESPONSIBILITY REPORT
transferred the unclaimed dividend of ` 86,742/- to IEPF Authority.
As stipulated under Regulation 34 of the SEBI Listing
Further, there was no corresponding share for such transfer as Regulations, the Business Responsibility Report describing the
per the requirements of the IEPF Rules. Year-wise amounts of initiatives taken by the Company from environmental, social and
unpaid / unclaimed dividends lying in the unpaid account up to governance perspective forms part of this Annual Report.
the year and the corresponding shares, which are liable to be
transferred by the Company to IEPF Authority are provided in CONSOLIDATED FINANCIAL STATEMENT
the Shareholder Information Section of Corporate Governance In accordance with the Companies Act, 2013 (“the Act”) and Indian
Report and are also available on Company’s website at Accounting Standard (Ind AS) 110 on Consolidated Financial
www.sparkminda.com. Statements read with Ind AS 28 investment in associate and joint
The details of the nodal officer appointed by the Company ventures and Ind AS 112 on disclosure of interest in other entities,
under the provisions of IEPF Rules are available on the website the audited consolidated financial statement is provided in the
Annual Report.
of the Company i.e. www.sparkminda.com.
The performance of the Company on consolidated basis is also
EMPLOYEE STOCK OPTION SCHEME 2017
discussed at length in the Management Discussion and Analysis,
Your Company with the objective of introducing a long term which forms part of this Directors Report.
incentive tool to attract, motivate, retain talent and reward loyalty,
formulated Minda Corporation Limited Employee Stock Option DIRECTORS / KEY MANAGERIAL PERSONNEL- APPOINTMENT,
Scheme 2017 (“ESOP 2017”) for grant of a maximum of 53,41,840 RE-APPOINTMENT & RESIGNATION
stock options to the eligible employees of the Company. In accordance with the provisions of the Companies Act, 2013
Nomination and Remuneration Committee of the Company has and Articles of Association of the Company, Mr. Ashok Minda,
granted total 34,30,000 stock options to the eligible employees Director of the Company retires by rotation and being eligible,
of Minda Corporation Limited and its subsidiaries. A certificate offers himself for re-appointment.
from the Auditors of the Company that the Scheme has been
Mr. Ashok Minda has been re-appointed as Chairman & Group
implemented in accordance with the applicable SEBI Guidelines
CEO of the Company w.e.f August 01, 2019 for a period of 3
and the resolution passed by Members would be placed at the
years as recommended by the Nomination & Remuneration
Annual General Meeting for inspection by Members. There is no Committee and approved by the Board of Directors in their
material change in the scheme, the same is in compliance with meeting held on May 28, 2019 and approved by shareholders in
the applicable regulations. The necessary disclosure pursuant the Annual General Meeting held on September 26, 2019.
to Regulation 14 of the SEBI (Share Based Employee Benefits)
with regard to Employee Stock Option Scheme of the Company Mr. Ashok Kumar Jha has been re-appointed as Independent
is available at Company’s website i.e. www.sparkminda.com. Director of the Company w.e.f November 14, 2019 for a period
of 5 years as recommended by the Nomination & Remuneration
FIXED DEPOSITS Committee and approved by the Board of Directors in their
meeting held on May 28, 2019 and approved by shareholders in
The Company has neither invited nor accepted any deposits
the Annual General Meeting held on September 26, 2019.
from the public falling within the preview of section 73 of the Act
read with the Companies (Acceptance of Deposits) Rule 2014 Mr. Laxman Ramnarayan has been appointed as Executive
during the year. There is no unclaimed or unpaid deposit lying Director of the Company w.e.f September 01, 2019 for a period
with the Company. of 3 years as recommended by the Nomination & Remuneration
Committee and approved by the Board of Directors in their
MANAGEMENT DISCUSSION AND ANALYSIS REPORT meeting held on August 12, 2019 and approved by shareholders
‘Management’s Discussion and Analysis Report (MD&A)’ for the in the Annual General Meeting held on September 26, 2019.
year under review, as stipulated under Regulation 34 of the Further, Mr. Avinash Parkash Gandhi and Mr. Rakesh Chopra
Securities and Exchange Board of India (Listing Obligations and have been re-appointed as Independent Directors of the
Disclosure Requirements) Regulations, 2015, is presented in a Company w.e.f April 01, 2019, with the approval of shareholders
separate section forming part of this Annual Report. through Postal Ballot on March 26, 2019. Mr. Avinash Parkash
Gandhi has completed the age of 75 years, however he has
CORPORATE GOVERNANCE
been re-appointed with the approval of shareholders through
Your Company follows the highest standards of Corporate Special Resolution pursuant to Regulation 17(1A) of SEBI (Listing
Governance best practices. It adheres to and has implemented Obligations and Disclosure Requirements), Regulations 2015.
the requirements set out by SEBI’s Corporate Governance
Further, the Board of Directors in their meeting held on May 28,
norms. A separate section on Corporate Governance forms a 2019 has appointed Mr. Rakesh Chopra, Independent Director
part of the Directors’ Report. of the Company on the Board of Minda KTSN Plastic Solution
A certificate confirming the compliance of conditions of GmbH & Co. K.G, Germany, an unlisted material subsidiary of
the Company pursuant to Regulation 24(1) of the SEBI (Listing
Corporate Governance as stipulated in SEBI (Listing Obligations
Obligations and Disclosure Requirements), Regulations 2015.
and Disclosure Requirements) Regulations, 2015 from Sanjay
Grover & Associates, practicing Company Secretaries, is forming The Board of Directors in their meeting held on August 12,
part of the Annual Report. 2019 has designated Mr. Avinash Parkash Gandhi as the Lead
43
Independent Director of the Company. The role of the Lead of the Chairman was evaluated by the Independent Directors in a
Independent Director is available on the Company’s website separate meeting of independent directors held on February 07,
https://sparkminda.com/wp-content/uploads/2019/09/Role-of- 2020, taking into account the views of other directors.
Lead-Indepenent-Director.pdf
BOARD AND COMMITTEE MEETINGS
During the year under review Mr. Sanjay Aneja has resigned
During the year under review, 6 (Six) Board Meetings, 7 (Seven)
from the post of Chief Financial Officer w.e.f September 25, 2019
Audit Committee Meetings were convened and held apart from
due to personal reasons. Thereafter, Mr. Laxman Ramnarayan
other Committee’s meetings of the Company. The details of all
has been appointed as Chief Financial Officer of the Company
the meetings are given in the Corporate Governance Report.
and has been designated as Executive Director & Group CFO of
The intervening gap between the Meetings was within the
the Company w.e.f September 26, 2019.
period prescribed under the Companies Act, 2013.
Further, Mr. Sudhir Kashyap, Executive Director & CEO has
The calendar of Board and Committee Meetings were prepared
resigned from the post of Executive Director & CEO w.e.f
and circulated in advance to the Directors.
October 15, 2019 due to personal reasons.
COMMITTEES OF THE BOARD
DECLARATION BY INDEPENDENT DIRECTORS
As on March 31, 2020, there are 6 (six) Committees of the Board
All Independent Directors have given declarations to the effect
viz: Audit Committee, Nomination and Remuneration Committee,
that they meet the criteria of independence as laid down under
Stakeholder Relationship Committee, Corporate Social
Section 149(6) of the Companies Act, 2013 read with Regulation
Responsibility Committee, Risk Management Committee and
16 of SEBI (Listing obligations and Disclosures Requirements),
Securities Issue Committee. A detailed note on the composition
Regulations 2015. In the opinion of the Board, Independent
of the Board and its Committees is provided in the Corporate
Directors fulfil the conditions specified in the Act, Rules made
Governance Report section of this Annual Report.
there under and Listing Regulations.
POLICY ON DIRECTORS’ APPOINTMENT AND
BOARD EVALUATION
REMUNERATION
Pursuant to the corporate governance requirements as prescribed
Pursuant to the provisions of section 134(3)(e) and Section 178(3)
in the Companies Act, 2013 and the Securities and Exchange
of the Companies Act, 2013 and the SEBI Listing Regulations,
Board of India (Listing Obligations and Disclosure Requirements),
the policy of the Company on Directors’ appointment and
Regulations 2015, a formal evaluation of the performance of
remuneration, including the criteria for determining qualification,
the Board, it’s Committees, the Chairman and the individual positive attributes, independence of directors and other matters
Directors was carried out for FY 2019-20. Led by the Nomination like Board Diversity are given on the website of the Company at
& Remuneration Committee, the evaluation was carried out using www.sparkminda.com
individual questionnaires covering, amongst others, composition
of Board, conduct as per company values & beliefs, contribution The salient features of the Remuneration and Board Diversity
towards development of the strategy & business plan, risk Policy are as under:
management, receipt of regular inputs and information, codes &
a) To determine remuneration of Directors, KMP, other senior
policies for strengthening governance, functioning, performance
management personnel and other employees, keeping
& structure of Board Committees, skill set, knowledge & expertise
in view all relevant factors including industry trends and
of Directors, preparation & contribution at Board meetings,
practices.
leadership etc. Further, the Committees were evaluated in terms
of receipt of appropriate material for agenda topics in advance b) If, in any financial year, the Company has no profits
with right information and insights to enable them to perform their or its profits are inadequate, the Company shall pay
duties effectively, updation to the Board on key developments, remuneration to its Whole-time Director in accordance
major recommendations & action plans, stakeholder with the provisions of Schedule V and other applicable
engagement, devoting sufficient time & attention on its key provisions.
focus areas with open, impartial & meaningful participation and c) To guide the Board in relation to appointment and removal
adequate deliberations before approving important transactions of Directors, Key Managerial Personnel and Senior
& decisions. The performance evaluation of the respective Management.
Committees and that of Independent and Non-Independent
Directors was done by the Board excluding the Director being d) To evaluate the performance of the members of the Board
evaluated. The actions emerging from the Board evaluation and provide necessary report to the Board for further
process were collated and presented before the Chairman of evaluation of the Board.
Nomination and Remuneration Committee as well as the Board. e) To recommend to the Board on Remuneration payable
Suggestions/feedback concerning strategic, governance and to the Directors, Key Managerial Personnel and Senior
operational matters are actioned upon by the team. Management.
As part of the evaluation process, the performance of non- f) To retain, motivate and promote talent and to ensure long
independent directors, performance of the Board as a whole, term sustainability of talented managerial persons and
performance of the Committee(s) of the Board and the performance create competitive advantage.
44
g) To provide to Key Managerial Personnel and Senior e) Proper internal financial controls were in place and that
Management reward linked directly to their effort, the financial controls were adequate and were operating
performance, dedication and achievement relating to the effectively;
Company’s operations.
f) Proper systems had been devised to ensure compliance
h) The remuneration / compensation / commission etc. to with the provisions of all applicable laws and were
the Whole-time Director, KMPs and Senior Management adequate and operating effectively.
Personnel will be determined by the Committee and NATURE OF BUSINESS
recommended to the Board for approval. The remuneration
/ compensation / commission etc. shall be subject to the There has been no change in the nature of business of your
prior/ post approval of the shareholders of the Company Company during the year under review.
and Central Government, wherever required. CODE OF CONDUCT
i) The remuneration and commission to be paid to the Whole- The Company has in place a comprehensive Code of Conduct
time Director shall be in accordance with the percentage (”the Code”) applicable to Directors, Independent Directors and
/ slabs / conditions laid down in the Articles of Association Senior Management Personnel. The Code gives guidance and
of the Company and as per the provisions of the Act. The support needed for ethical conduct of business and compliance
loans/advances to employees shall be in accordance with of law. A copy of the Code is available on the Company’s
the conditions of service applicable to employees and website at the link: https://sparkminda.com/wp-content/
are also in accordance with the Group Human Resource uploads/2020/04/Code-of-Conduct.pdf. The Chairman & Group
Policy. CEO of the Company has given a declaration that the member
of Board of Directors and Senior Management Personnel have
j) Increments to the existing remuneration/ compensation affirmed compliance with the code of conduct of the Board of
structure may be recommended by the Committee to the directors and Senior Management in terms of Schedule V (D) of
Board which should be within the slabs approved by the the Securities and Exchange Board of India (Listing Obligations
Shareholders in the case of Whole-time Director. and Disclosure Requirements) Regulations, 2015.
k) Where any insurance is taken by the Company on behalf RELATED PARTY TRANSACTIONS
of its Whole-time Director, Chief Executive Officer, Chief
Financial Officer, the Company Secretary and any other All Related Party Transactions that were entered into during the
employees for indemnifying them against any liability, the financial year ended on March 31, 2020 were on an arm’s length
basis and in the ordinary course of business under Section 188(1)
premium paid on such insurance shall not be treated as
of the Act and the Listing Regulations. Details of the transactions
part of the remuneration payable to any such personnel.
with Related Parties are provided in the accompanying financial
DIRECTORS’ RESPONSIBILITY STATEMENT statements (note no. 2.39) in compliance with the provision
of Section 134(3)(h) of the Act. The policy on Related Party
Pursuant to the requirement under Section 134(5) of the
Transactions as approved by the Board may be accessed on
Companies Act, 2013, with respect to Directors’ Responsibility
the Company’s website at the link: https://sparkminda.com/wp-
Statement, your Directors confirm that:
content/uploads/2020/04/Related-Party-Transactions-Policy.pdf
a) In the preparation of the annual accounts, the applicable PARTICULARS OF INVESTMENTS MADE, LOANS GIVEN,
accounting standards have been followed and no material GUARANTEES GIVEN AND SECURITIES PROVIDED
departure was made for the same. The financial statements
of the Company for the financial year ended March 31, Pursuant to Section 134(3)(g) of the Companies Act, 2013
2020, have been prepared in accordance with Ind AS as particulars of loans, guarantees or investments and securities
prescribed under Section 133 of the Companies Act, 2013 provided under Section 186 of the Companies Act, 2013 along
with the purpose for which the loan or guarantee or security
(the “Act”), read with the relevant rules made thereunder
is proposed to be utilized by the recipient are provided in the
and other accounting principles generally accepted in
standalone financial statement (Please refer to Note 2.4, 2.5 and
India;
2.37 to the standalone financial statements).
b) Directors have selected such accounting policies and
CORPORATE SOCIAL RESPONSIBILITY
applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give Your Company has the policy of giving back to the society
a true and fair view of the state of affairs of the Company and has carried a host of CSR activities this year. In line with
at the end of the financial year and of the profit of the the requirement of Section 135 of the Companies Act, 2013,
Company for the period ended on March 31, 2020; your Company having a Corporate Social Responsibility
Committee. The details of Committee are provided in Corporate
c) Directors have taken proper and sufficient care for
Governance Report. The CSR Policy of the Company is available
the maintenance of adequate accounting records in
on its website at the link: https://sparkminda.com/wp-content/
accordance with the provisions of Companies Act, 2013
for safeguarding the assets of the Company and for uploads/2020/04/Policy-on-Corporate-Social-Responsibility.pdf
preventing and detecting fraud and other irregularities; Spark Minda Foundation (A wholly owned subsidiary of the
d) The annual financial statements have been prepared on a Company) a non-profit Company registered under Section 8
going concern basis; of the Companies Act, 2013 is the implementing agency for
45
implementation of CSR activities. A robust system of reporting no longer necessary till the conclusion of the Annual General
and monitoring has been put in place to ensure effective Meeting to be held in the calendar year 2021.
implementation of planned CSR initiatives. During the year, the
Audit Reports on Standalone Financial Statements and
Company has spent ` 36.94 Million on CSR activities is annexed
Consolidated Financial Statements are self-explanatory and
herewith at Annexure-I to this report.
do not call for any further comments under Section 134 of the
A detailed discussion on CSR Projects and initiatives are included Companies Act, 2013. The Auditors Report to the shareholders
as a separate section in the Annual Report. for the year under review does not contain any adverse
qualification. No frauds have been reported by the Auditors
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
under Section 143(12) of the Companies Act, 2013 requiring
AND FOREIGN EXCHANGE EARNINGS AND OUTGO
disclosure in the Board’s Report.
The information on conservation of energy, technology
SECRETARIAL AUDITORS AND REPORT
absorption and foreign exchange earnings and outgo as
stipulated under Section 134(3)(m) of the Companies Act, 2013 Sanjay Grover & Associates, Company Secretaries (Firm
read with Rule 8 of The Companies (Accounts) Rules, 2014, is Registration No- P2001DE052900) were appointed to conduct
annexed herewith at Annexure-II to this Report. the secretarial audit of the Company for the financial year 2019-
20 as required under Section 204 of the Companies Act, 2013
EXTRACT OF ANNUAL RETURN
and Rules made there under. The Secretarial Audit Report
The extract of the Annual Return in Form MGT 9 is annexed for financial year 2019-20 forms part of this Annual Report as
herewith at Annexure-III to this Report. Annexure-V to this Directors’ Report. The Secretarial Audit
Report contains one observation, which is as follows:-
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
“During the Audit Period, the Company has complied with the
The percentage increase in remuneration, ratio of remuneration
provisions of the Act, Rules, Regulations and Guidelines to
of each director and Key Managerial Personnel (KMP) (as
the extent applicable, as mentioned above except that Annual
required under the Companies Act, 2013) to the median of
Performance report of Minda KTSN Plastic Solutions GmbH &
employees’ remuneration, as required under Section 197(12) of
Co. KG, a wholly owned subsidiary of the Company, was filed to
the Companies Act, 2013, read with Rule 5(1) of the Companies
Reserve Bank of India on 16th April, 2020.”
(Appointment and Remuneration of Managerial Personnel) Rules,
2014, is given at Annexure-IV to this Report. The delay in filing the aforesaid Annual Performance Report was
due to late receiving of Audited Financial Results of Minda KTSN
The statement containing particulars of employees as required
Plastic Solutions GmbH & Co. KG, Germany.
under Section 197(12) of the Companies Act, 2013, read with
Rule 5(2) of the Companies (Appointment and Remuneration COST AUDITORS
of Managerial Personnel) Rules, 2014, is provided in a separate
The Board of Directors has appointed Chandra Wadhwa & Co.,
exhibit forming part of this report and is available on the website
Cost Accountants as Cost Auditors (Firm Registration No. 00239)
of the Company.
for conducting the audit of cost records made and maintained by
The Annual Report and accounts are being sent to the the Company for the financial year 2020-21 pursuant to Section
shareholders excluding the aforesaid exhibit. Shareholders 148 of the Companies Act, 2013.
interested in obtaining this information may access the same
In accordance with the provisions of section 148 of the Act read
from the Company website or send a written request to the
with the Companies (Audit and Auditors) Rules, 2014, since
Company at [email protected].
the remuneration payable to the Cost Auditor for FY 20-21 is
In accordance with Section 136 of the Companies Act, 2013, this required to be ratified by the members; the Board recommends
exhibit is available for inspection by shareholders at the website the same for approval by members at the ensuing AGM.
of the Company and at the Registered Office of the Company
LISTING
during business hours on all working days, 21 days before the
Annual General Meeting and copies may be made available on Equity Shares of your Company are presently listed at National
request. Stock Exchange of India Limited (NSE) and BSE Limited (BSE).
The Annual Listing fees for FY 2020-21 have been paid to the
STATUTORY AUDITORS AND REPORT
concerned Stock Exchanges.
At the Annual General Meeting held on September 22, 2016,
SECRETARIAL STANDARDS
B S R & Co. LLP, Chartered Accountants, (ICAI Firm Registration
No. 101248 W/W-100022) were appointed as Statutory Auditors During the year under review, the Company has complied with
of the Company to hold office till the conclusion of the Annual the provisions of the applicable Secretarial Standards issued by
General Meeting to be held in the calendar year 2021. Pursuant the Institute of Companies Secretaries of India. The Company
to Section 40 of Companies Amendment Act, 2017 made has devised proper systems to ensure compliance with the
effective from 7th May, 2018, ratification of appointment of B provisions of all applicable Secretarial Standards issued by the
S R & Co. LLP, Chartered Accountants, as statutory auditors of Institute of Company Secretaries of India and such systems are
the Company at every Annual General Meeting by members is adequate and operating effectively.
46
ANNUAL RETURN • To encourage and promote a pro-active approach towards

risk management;
Pursuant to sub-section (3) of section 134 of the Act the annual
return has been placed on the website of the Company i.e. • Identifying any unmitigated risks and formulating action
www.sparkminda.com plans for its treatment through regular review.
Further pursuant to Rule 12 of the Companies (Management HUMAN RESOURCES

and Administration) Rules, 2014 an extract of the annual return In this complex and competitive world, the company strongly
in such form as may be prescribed shall form part of the Annual believes that people are the reason for its success and an
Report. The Companies (Amendment) Act, 2017, amended important factor to achieve business and social objectives. Thus,
sub-section (3) of section 92 of the Act a copy of the annual its Human Resource function is focused on further strengthening
return is available on the website of the company. The web-link and nurturing the vast and diverse employee base.
of such annual return is https://sparkminda.com/wp-content/
uploads/2020/06/Form_MGT-7-Annual-Return.pdf The HR initiative is focused on hiring the talent with the right
attitude, develop and groom them and build the leadership
SUBSIDIARIES, JOINT VENTURE AND ASSOCIATES
pipeline for the future. We have worked towards becoming a
Pursuant to Section 129 of the Companies Act, 2013 a statement performance-driven organization.
in the prescribed Form-AOC-1, relating to subsidiaries and
Joint Ventures for the year ended on March 31, 2020 has been Technology and automation is expanding in all fields including
attached with the Consolidated Financial Statements of the Human Resource Management, hence strong emphasis is being
Company for the financial year ended March 31, 2020. laid on digitization of HR processes that will anchor agility and
analytics driven decision-making. Creating One Spark Minda,
The Financial Statements of the subsidiaries shall be made every employee experiences consistency in HR practices and
available to the shareholders seeking such information and shall policies across the Group.
also be available for inspection at its Registered Office.
The company has well-crafted and employee-friendly HR policies,
The Policy for determining material subsidiaries as approved and hence it enjoys a cordial relationship with its employees. We
may be accessed on the Company’s Website in investor section: have not experienced any major work stoppages due to labor
https://sparkminda.com/wp-content/uploads/2020/04/Policy-
disputes or cessation of work in the last many years.
on-Material-Non-Listed-Subsidiary.pdf
It continues to emphasize and focus on safety and security at
INTERNAL FINANCIAL CONTROL
the workplace by prescribing policies and procedures, creating
The Board has adopted the policies and procedures for ensuring awareness, and imparting pieces of training to the workforce.
the orderly and efficient conduct of its business, including It also has an established mechanism that fosters a positive
adherence to the Company’s policies, the safeguarding of its work environment that is free from harassment of any nature.
assets, the prevention and detection of frauds and errors, the Prevention of sexual harassment initiative framework is in place
accuracy and completeness of the accounting records, and the to address the complaints of harassment at the workplace.
timely preparation of reliable financial disclosures.
AWARDS
RISK MANAGEMENT
During the year under review, your Company has received many
The Board of Directors in their meeting held on May 28, 2019 awards and recognitions, which have been mentioned in Award
has constituted Risk Management Committee pursuant to section of this Annual Report.
the provisions of SEBI (Listing obligations and Disclosures
Requirements), Regulations 2015 to assess risk and to VIGIL MECHANISM / WHISTLE BLOWER POLICY
make mitigation procedures. The Risk Management Policy
Your Company is committed to the highest standards of ethical,
can be accessed on the Company’s website at the link:
https://sparkminda.com/wp-content/uploads/2020/04/Risk- moral and legal business conduct. Accordingly, Vigil Mechanism/
ManagementPolicy.pdf Whistle Blower Policy was formulated which provides a robust
framework for dealing with genuine concerns & grievances. The
This policy forms part of the internal control and corporate Policy provides for adequate safeguard against victimization of
governance process of the Company. Basically the aim of employees who avail the mechanism and also provides direct
this policy is not to eliminate risks, rather to mitigate the risks access to the Chairperson of the Audit Committee. Specifically,
involved in the Company activities to maximize opportunities employees can raise concerns regarding any discrimination,
and minimize adversity by considering the following:- harassment, victimization, any other unfair practice being
• Identification of risk, define ownership with clearly defined adopted against them or any instances of fraud by or against
roles and responsibilities; your Company.
• Balance between the cost of managing risk and the The same has also been displayed on the website of the
anticipated benefits; Company and the link for the same is: https://sparkminda.com/
wp-content/uploads/2020/04/Whistle-Blower-Policy.pdf
• Contributing to more efficient use/allocation of capital and
resources;
47
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT However, both the rating agencies India Ratings and Research
WORKPLACE POLICY (Ind-Ra) and CRISIL have re-affirmed the credit rating of Minda
Corporation Limited
As per the requirement of “The Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘Act’)” EVENT OCCURRED AFTER BALANCE SHEET DATE
and Rules made there-under, your Company has constituted
a) Minda KTSN Plastic Solutions GmbH & Co., K.G, Germany,
Internal Complaint Committees (ICC). The Company has zero
(Minda KTSN) a wholly owned subsidiary of the Company
tolerance for sexual harassment at workplace. While maintaining
has filed for voluntary insolvency application on June 09,
the highest governance norms, the Company has also appointed
2020 under the applicable German laws. Over the years,
external independent persons, who have requisite experience
your Company had invested a significant amount of capital
in handling such matters. During the year, the Company has not
into the subsidiary without an upside to overall profitability.
received any complaint of sexual harassment.
The European subsidiary with a product portfolio for the
GENERAL Interior Plastics segment has been facing challenges
including a tough market environment in Europe and
Your Directors state that no disclosure or reporting is required in
Mexico and has been significantly underperforming for
respect of the following items as there were no transactions on
last two years. Despite formulating long-term turnaround
these items during the year under review:
measures for it and continued investment, the future
1. Issue of equity shares with differential rights as to dividend, prospects appear bleak. Finally, the Board of Directors of
voting or otherwise. your Company decided to withdraw the financial support
to Minda KTSN. This move will help your Company to
2. Issue of shares (including sweat equity shares) to
improve our overall EBITDA and ROCE and go a long way
employees of the Company under any scheme save and
in protecting shareholder value.
except ESOP referred to in this Report.
b) Minda China Plastic Solutions Co., Ltd, a Joint Venture
3. Neither the Executive Director nor the Whole-time
established between Minda KTSN Plastic Solutions
Directors of the Company receive any remuneration or
GmbH & Co., K.G, Germany, a wholly owned subsidiary of
commission from any of its subsidiaries.
Minda Corporation Limited and Shandong Beiqi Hai Hua
4. Significant material orders of amalgamation of 5 wholly Automobile Parts Co., Ltd, China for producing and selling
owned subsidiaries into Minda Corporation Limited have automotive components/parts has been called off with
been passed by the Honourable National Company Law effect from May 07, 2020. This Joint Venture didn’t convert
Tribunal (“NCLT”), New Delhi Bench vide its order dated any opportunity in previous three years, therefore, JV was
July 19, 2019. terminated with the mutual consent of the parties. There is
no impact due to such termination.
5. No such order is passed by any Regulators or Courts or
Tribunals which would impact the going concern status of APPRECIATIONS AND ACKNOWLEDGMENTS
the Company and its future operations.
We thank our customers, vendors, business associates, investors
IMPACT OF COVID-19 ON WORLD’S ECONOMY AND and bankers for their continued support during the financial
COMPANY’S PERFORMANCE year. We also place on record our sincere appreciation for the
enthusiasm and commitment of Company’s employees for the
In the last month of FY 2020, the COVID-19 pandemic developed
growth of the Company and look forward to their continued
rapidly into a global crisis, forcing governments to enforce
involvement and support. Our consistent growth was made
lockdown of all economic activity. For the Company, the focus
possible by their hard work, solidarity, cooperation and support.
immediately shifted to ensuring the health and well-being of all
employees. As of March 31, 2020, work from home was enabled
for the employees to the extent possible to work remotely and For and on behalf of the Board of
securely. Production was suspended at most of the locations. Minda Corporation Limited
While the lockdown and restrictions imposed on various activities
were necessary to contain the spread, it has significantly Sd/-
impacted the business operations at Minda Corporation Limited Ashok Minda
and its subsidiaries. Consequently, revenues and profitability Place: Gurugram Chairman & Group CEO
have been adversely affected. Further, there have been no Date: July 15, 2020 DIN: 00054727
changes in the controls and processes.
48
ANNEXURE I - TO DIRECTORS’ REPORT

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES
1. A brief outline of the Company’s CSR policy, including overview of projects or programmes undertaken and a reference to
the weblink to the CSR policy and projects or programmes.
a. The Company’s focus areas are Education & Skill Development ,Empowerment of persons with disability, Health &
Wellness and Environmental Sustainability. The projects undertaken are within the broad framework of Schedule VII
of the Companies Act, 2013. A detailed discussion on Company’s CSR Policy and Activities is provided in ‘CSR and
Sustainability’ section of Annual Report.
b. CSR Policy can be viewed at the following link:
https://sparkminda.com/wp-content/uploads/2020/04/Policy-on-Corporate-Social-Responsibility.pdf
2. Composition of the CSR Committee:

Mrs. Pratima Ram – Chairperson (Independent Director)
Mr. Avinash P. Gandhi – Member (Independent Director)
Mr. Ashok Minda – Member (Chairman & Group CEO)
3. Average net profit of the Company for immediately preceding three financial years:
INR 1446.88 Million
4. Prescribed CSR Expenditure (two percent of the amount as in item 3 above): INR 28.94 Million
5. Details of CSR spent during the financial year:
a. Total amount spent for the financial year: 36.94 Million
b. Amount unspent, if any: NIL
c. Manner in which the amount spent during the financial year is detailed below:
(` In Million)
S. Projects or Sector Locations Amount outlay Amount Cumulative Amount spent: Direct or
No. Activities (budget) spent on the expenditure upto through implementing
project or projects or to the reporting agency
programs wise Programs period
1 Promoting Women Healthcare Haryana, 0.50 0.50 0.50 All the projects carried
Empowerment Awareness Maharashtra, out through Implementing
Tamilnadu, Agency i.e. Spark Minda
Uttar Pradesh & Foundation, a company
Uttrakhand registered U/s 8 of the
2 Empowerment of Disability Maharashtra 12.31 12.31 12.31 Companies Act, 2013
the Persons with and a wholly owned
Disabilities subsidiary of Minda
Corporation Limited.
3. Education & Education, Haryana, 23.61 23.61 23.61
Skilling Livelihood, Maharashtra,
Disability and Tamilnadu,
Healthcare Uttar Pradesh &
Uttrakhand
4. Community Infrastructure Delhi(NCR) 0.52 0.52 0.52
Infrastructure Development
Project
Total 36.94 36.94 36.94
49
6. In case the Company has failed to spend the two per cent of the average net profit of the last three financial years or any
part thereof, the Company shall provide the reasons for not spending the amount in its Board report:
Not Applicable.
7. The CSR Committee of the Company hereby confirms that the implementation and monitoring of CSR Policy, is in compliance
with CSR objectives and Policy of the Company.
For Minda Corporation Limited For CSR Committee of Minda Corporation Limited
Sd/- Sd/-
Ashok Minda Pratima Ram
Chairman & Group CEO Chairperson of CSR Committee
DIN: 00054727 DIN: 03518633
Place: Gurugram
Date: July 15, 2020
50
ANNEXURE II - TO DIRECTORS’ REPORT

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
[Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014]
A. CONSERVATION OF ENERGY: • Improve unloading time of PDC Machine.

a) Steps taken or impact on conservation of energy • Tower Melting furnace PNG (SCM/ Ton)
Improvement.
Security Division/Die-Casting Division (Noida, Pune
& Pantnagar):- • Optimisation of melting furnace metal temp &
losses.
• HPSV lamps 250 W replaced with energy
efficient LED lamp (30W) for Street lighting • Cen Coolant System connected higher
purpose (Qty: 24 Nos.). machines than Plan.
• MHL lamp 250 W retrofitted with energy • Utilisation of RO Waste Water.
efficient LED lamp (50 W) installed in paint
• Reduction of HF Furnace.
shop (Qty:19 Nos.).
• Implementation of Mahindra Cam box on
• Usage of energy efficient motors and VFD’s
Central System.
on assembly lines.
• Implementation of Energy Management
• Ceiling Fan 9 Nos installation in canteen to
reduce power consumption by controlling use System in MCL –North for judicial and effective
of AHU. usage of energy.
• 127 Nos, 70 W CFL Lamps) and 14 W, 600 Nos. • Replacement of Air Handling Units with VRV
LED Stage lightings replaced with energy for reduction in Energy Usage in Assy. area.
efficient LED Lights ( 48 W - 300 Nos. ) for • Switching over from electric fired ovens to
Assembly stage and Shop lighting. Natural gas fired ovens.
• VFD Installed in paint shop Ex. Blowers rating • Online monitoring of Energy usage and
20 HP/15 KW,3 Nos. consumption.
• CFL Based False Ceiling Lights (72 W, Qty:86 • Quarterly load balancing done controlling
Nos.) Retrofit with LED based lighting 18+18 usage of electricity.
W,86 Nos.
• Introduced LED in Plants and Shop-floor.
• Corridor lighting duration controlled by using
real time programmable timer. • Reduce Air consumption through reduced air
pressure as per requirement of fixtures.
• Electronics programmable timer installed in
office centralized AC to control operating Hrs. • Less efficient Air-conditioning replaced with
(AC Schedule: 9.00 A.M. On & 5 P.M. Off) VRV’S in Engineering HO department.
• Microwave based motion Sensors installed in • Temperature Controlling in Utility (LT Panel
Wash Rooms. Feeders).
• Assy AHU operating Hrs controlled through • Implementation of IE3 motors in all newly
Elect. Timer (After 5.00 P.M. only two AHU's purchased Equipments.
are in running mode).
• Implementation of servo system.
• Thyristor switched RTPFC panels with reactors
• Installation of OLTC Transformer in mains.
to ensure that the PF is maintained at unity in
real time to get optimized KVAh billing. • Maintaining PF at Unity by Installing the Auto-
regulated Capacitor Banks.
• Retrofit of Paint Shop AHU in BLDC (Brush less
DC Motor). • Maintaining LT Voltage between 395 to 400 V
throgh Auto Tap-Changer.
• Installation of Timer Circuit for Lightening.
• Star A/C replaced with 5 Star.
• Installation of Timer Circuit for office Air
conditioner. • More Energy consumption in Die-
casting Furnace (Heat losses of furnace
• Reduction in Air Leakage CC, HC Shop, GDC
surfaceTemp100~120 0C).
& MC Shop.
• More Energy consumption in Powder Coating
• Reduction of excess motor of cooling tower
oven (Heat losses of oven surfaceTemp100~120
hot well to cold well.
51
0C) More Energy consumption of SPM-03 b)

The steps taken by the Company for utilizing
heads run at same time if single require (Both alternate sources of energy
Head operate same time).
• Implementation of Solar Roof Top Project 850
• LED Light install in Shop Floor. KW.
• Reduce the height of Purchase fales ceiling • Implementation of Solar Roof Top Project 475
and reduce the consumption of A/C. KW since December 2019.
• Overhead tank use for water storage and • Installation of transparent sheet for natural
disconnected hydro pneumatic system with light.
pump.
• Improvement of natural light in shop.
Wiring Harness Division (Murbad):-
• Installation of Solar Energy Plant to reduce
• Installed 180KW Solar Energy Plant usage of primary source of energy.
(Generating approximately 350 KWH/day @ • Switch over from LPG to Natural Gas in phased
` 4.25 From March 2020 to till date) manner.
• Electronics programmable timer installed in • Use of energy efficient PNG fired oven with
office AC to control operating Hrs. patented technology to reduce consumption.
• Electronics programmable timer installed in • Replaced FRP Sheet into Polycarbonate and
shop floor for switching off fans and light for increased the quantity (60 No’s) of FRP body
half hour during lunch and dinner timing. type Turbo ventilator for better ventilation and
• 72 W T5 Tube light Panel replace with 20W maximum utilization of sunlight.
LED panel in office area – 114 Nos. • Use of Solar Power started is some of the
• 56 W Tube light replace with 20W LED Tube plants for lighting and fans for office and store
light – 530 Nos. area.
• 400 W Tungsten - Halogen Lamps replace • Transparent sheet and Glass windows have
with 50W LED flood lights in factory Outs cut been fixed at roof to use natural day light in day
area – 8 Nos. time. In day light ceiling light are off between
10:30 AM to 4:30 PM in wiring harness plant.
• Installed 2 HVLS Fan@1100W (one in Canteen
and another in Pre Assembly area) and • Transparent sheet has been fixed at roof to
removed 17 nos. 250W wall fan from canteen use natural day light in day time.
and pre assembly area. Approximate 48% c) The capital investment on energy conservation
energy cost saves per year by doing this. equipment
• Reduction in Air Leakage on Shop floor. The Company has not made any capital investment
After-market Division:- during the year under review.
B. TECHNOLOGY ABSORPTION: 2019-20
• Switching off AC and Lights at lunch time for
half hour and also in evening at 6.00 pm. i) Research & Development (R&D) – FORM ‘B’
• Replacement of tube lights with CFL. 1. Specific R&D areas in which R&D carried out by the
Company
Starter Motor and Alternator Division:-
During recent times, there are increasing technology
• VFD in Blower & Exhaust to reduce energy
trends, upcoming regulations, increasing quality and
consumption.
reliability requirements, increasing cost reduction
• AC panel schedule running time controlled pressures from customers; the Company has increased its
from utility. focus on product reliability and innovation. For domestic
as well as International customers, Company focused on
• Schedule running time for CFM Exhaust unit.
developing products which meet the changing emission
• Replacement of CFL WITH LED. regulations i.e. BS IV to BS VI Cost innovations to get entry
into new vehicle segments mainly Construction, all-terrain
• Optimize of air in air bellow gun HC+GDC
vehicles and Agriculture vehicles. Company is developing
Shop.
mechatronic & electronic products and co-development
• Implement of street light with solar. with customers on R&D projects.
• Installation of motion sensor in office & EV Components: With the recent FAME II policy in EV, the
washroom. OEMs are expected to focus on local sourcing rather than
importing the components from elsewhere.
52
• AIS004 part 3 compliance DC-DC converter is ready EV & Telematics -

for mass production.
• “Resetting Electronic latch” in DC-DC converter.
• CISPR25 compliance DC-DC converter is ready for
• “Synchronous buck converter” , MOSFET failure
mass production.
protection in DC-DC converter.
• Battery Charger upto 750W is in final testing phase.
• A design patent has been filed for a novel passenger
• Electric vehicle specific tracking device (telematics) LED display system with the mechanical structure
with added assist features like last mile connectivity designed for safety.
etc.
• A patent has been filed towards a novel pin
• IS 16833 automotive tracking device specification, generation scheme for two wheelers with key less
which also included the in vehicle video surveillance entry for ride share market.
system.
Some of the areas where R&D effort in Cluster domain was
• IS 16490 passenger information systems. put are:
• Intelligent ECU for Tractor rotavator application to • 3.5 inch Mono Chrome and Color TFT based
help the farmers in getting the better yield. Clusters for SUV and MPV segment with high end
Instrument clusters: adventure features (SUV) and graphics.
The company has been working on creating indigenous • 5 inch Color TFT cluster for global market with multi-
technology meeting these specifications. Instrument lingual support.
clusters have evolved from analog versions that had • LCD/ Dot Matrix Digital cluster for export market
mechanical dials and gauges to fully digital clusters which integrated with Immobilizer and Flasher.
have rich graphical renderings of the same dials in digital
form. Digital instrument clusters enable automakers to • LED Bar graph based cluster for LCV and Tractor
differentiate their products by offering their customers an segments.
infinite choice of customized looks, moods, themes and In the sensor segment, emission norms are driving need
even animation. In addition, fully digital instrument clusters for new and precise sensors to be used for measuring
are fundamental to consolidated cockpit domain controllers. emission related parameter and other supporting variables
The industry is expected to witness heavy expansion trend like Speed, temperature etc. At MSIL, along with our JV
due to increasing implementation in premium & luxury cars. partner Stoneridge, we brought key niche technology
Majority of the vehicles currently include analog instrument sensor product like EGT and EGRT sensor and went into
cluster systems due to low cost and high availability across all SOP with home grown sensors in Engine Speed, Engine Oil
regions. However, advanced user interactivity, customizable Temperature measurement. The team has also developed
features, and control of driving assistance functions Side Stand Switch which is becoming a mandatory feature
offered by these solutions are major factors supporting for 2W segment.
the industry expansion prospects. Growing electrification
and digitization of newly developed passenger and luxury Mechanical Products:-
vehicles are driving the automotive digital instrument cluster For IPD Circular louver frugal design & development
market growth. At MSIL, we are forefront working on these conducted for major SUV manufacturer Glove box latch
technologies for 2W, CV, SUV and Tractor segment. side locking concept developed and implemented in
Some of the areas where R&D effort was put are:- a vehicle for major SUV manufacturer. SGF PP material
development started with RM manufacturer for structural
Intellectual Property Rights parts.
• Filed 20 (Twenty) new patent applications for new • Fuel Tank Caps meeting BS VI regulations design
concepts in various Product and Process design in activities executed for major two wheeler OEMs.
2019-20. Highlight was the granting of first patent
• Sealed Ignition switch 3P and 4P for ATV – Product
in Japan for Key Less Ignition Switch cum steering
validated and regular supplies started.
Lock.
• New concept Steering lock for Triumph – Under
• For SSD – 8 (Eight) new patent applications filed and
development.
2 were granted, one in Thailand – protective device
for cylinder lock and one in Indonesia improved • Fuel Tank Cap with high flow rate of 10 litre / minute.
ignition switch cum steering lock.
• New concept for Ignition Switch cum Steering
• For SMAD – 1 (One) patent filed. Lock integrated with Cable actuation Mechanism
developed – under validation.
• For IPD – 1 (One) new patent application filed: Touch
screen air vent being installed in dashboard of the • Seat lock and latch cable developed first time in
automobile used to set the direction ability through India with Dia. 2.5 – 7 x 19, Dia. 1 – 1 x 7 and Dia. 2.5
touch function. – 1 x 19 GI+SS.
53
The electronics & mechatronics share in vehicle is • State of art EOL development for Smart Key system
increasing at a rapid pace. Highly reliable microcontroller with 100+ function tests with advance Lab View
based solutions enable the advanced safety & security software with repeatability of micro seconds.
requirements of the vehicle. Company is also focusing on
• State of art assembly line development for SCU and
electronic, mechatronic and Biometric systems. We have
FOB assembly and pairing.
set up a world class facility called Spark Minda Technical
Centre (SMIT) in Pune with an objective to have state of the • Spring automatic assembly system development of
art centralized facility for Software & Hardware design and automatic spring feeding – 14 springs in one time in
Electronics reliability testing. Most of the Mechatronic and lock barrel.
Electronic developments are happening with active role of
• Complete Testing & Validation facility of Mechanical
SMIT.
Control cables set up for our New Product line.
The various products we have developed/under
• In Tooling, development started efforts for Yield
development in Electronics/Mechatronics area are:-
improvement, Tool Quality improvement & Tool life
Electronic/ Mechatronic Products improvement.
• Semi-Automatic smart key system integrated with • Structural & Process simulations software for Zinc
cable actuation. & Aluminium castings purchased to improve the
Tooling development – Cast Designer.
• Automatic Steering Lock.
• 100% fitment, function testing of parts made on
• Semi-Automatic smart key system for Scooters.
assembly lines through robust End of line testing
• Smart Glove Box Lock and Seat Latch. fixtures designed & developed in house.
• Automatic Steering Lock for Bolt Mobility – • Battery cable with Aluminium cable prototype
Netherlands. developed and offered to OEM’s: One OEM has
revised the drawing for one project with Aluminium
• Smart Rotavator Control Unit (Blue Eye 4.2) for
Cable. 2 Vehicles were built but the project is slowed
assisting the farmers to optimally control engine
down as the OEM’s are busy in implementation of
speed during seeding.
BSVI.
• Reverse Speed Alert System for tractors based on a
• Exploring welding process of the terminal to
regulatory requirement.
Aluminium cable with Komax: Welding feasibility
• Electronic Seat Latch. analysis done. This is linked to Aluminium cable
project only. The welding process and its advantages
• LF immobiliser for motorcycle.
were explained to the customer but no further
• Semi – Automatic Smart Key for motorcycle. actions is taken as of now till customer revives the
• Electronic Flashers for commercial vehicles and project.
tractors. • Proto-type developed for Fuse blow indicator: Trial
EV subsystem related products planned on vehicle with an OEM. The Trial was
successfully conducted on the vehicle and further
• DC-DC converter improvement has been done on the solution. SMIT is
• Battery charger also working on a solution called PCB Junction Box.
• BLDC Motor Controller • PCB Based Junction Box project initiated by SMIT
and a design partner from overseas country
Telematics related products Identified. The idea of overseas design partner is
• Intelligent Transport solution (with passenger dropped because of un-agreeable terms. SMIT
information system). is now developing the solution and a functional
prototype is made. The demonstration to OEM’s will
• Telematics solutions for shared mobility and fleet start after the Demo Kit is ready.
tracking.
• Based on the success of the PCB bases Junction Box
The focus on product innovation also calls for focus project, next phase of developing a Smart Junction Box
in process innovation. The rapid changing product is initiated. This will include adding the functionalities
technologies, regulatory requirements, cost reduction of Power Distribution as well as integrating Body
pressures has made us develop low cost highly reliable Electronics feature sets in the same Junction Box.
SPMs through in house capability development. Some of Feasibility of incorporating Vehicle network protocols
the new initiatives in ME include:- is also planned for subsequent phase.
• Standardisation of precise grease application • Application of Flex PCB Technology to replace the
implemented across MCL. conventional wire harness is identified for certain
54
applications. The feasibility analysis, cost benefit • Fuse blow indicator is a system in which the driver
analysis and Proto Development is initiated. will get immediate intimation if there is any fuse blow
for critical circuit. This is meant for the critical function
• New Stackable Ring terminal for earth connection is
where the driver will not notice anything till the
under design phase. Same is proposed to an OEM. system has reached extreme level of mal function
Provisional patent filed for the design. (e.g Radiator fan). This system will help driver to take
• IP 67 capable Starter motor designed and developed. action immediately when the fuse blows.
• IP 67 capable Alternator designed. Patent filled. • PCB Based junction box is next generation Power
distribution system which will become predominant
2. Benefits derived as a result of above R&D in high content vehicles like Passenger and
Company has developed indigenous technology in EV Utility Vehicles. Combining the functionalities of
power electronics solutions, electronic control units and conventional Body Control Module and Fuse / Relay
Box is a must need technology going forward when
telematics. These developments have been spearheaded
the vehicle feature content and in turn no. of ECUs,
at the companies advance technology centre called
will increase. This product will help provide value
SMIT in Pune. The experienced team did enough
added technology and product for upcoming vehicle
benchmarking of the products in the field and came out
platforms for our OEMs.
with a differentiated products that had a clear and sellable
USP’s. Specific achievements includes the nomination • Stackable Ring terminal is a simple solution for
from major Indian two wheeler OEM’s start up OEM’s and complex grounding.
the major truck OEM from India. • Reduction in Warranty and improves customer
• Seeing MCL’s competencies, customers like Honda, satisfaction.
Yamaha, Polaris, Bajaj, Triumph, KTM etc. are co- • Application of Flex PCB technology can help to
developing with Company starting from R&D stage. reduce the weight of conventional Wiring Harness,
Company has co - developed a new FT cap for one improving reliability of the product and also helping
of its major customer. OEM to reduce the overall assembly time of the
vehicle. The technology though today used in
• Company’s focus & competence building on
premium vehicles, but can always find application in
Electronic & Mechatronic system has given good
limited way in conventional vehicles (e.g. Roof Wiring
confidence to Customers – Received orders for
Harness OR Door Wiring Harness)
Semi-Automatic smart key system integrated with
cable actuation, for Automatic Steering Lock. Business acquisition from Volvo Eicher, repeat business
Working with Yamaha Japan for Marine system from M&M for supply of cluster for their top selling MUV
security development. • EGT sensor RfQ for Tractor from M&M.
• The new products for Off road segment have • RFQ’s from AL, TVS, Daimler, Piaggio, CNH which are
resulted into business from ATVs, Construction have reached a serious level of discussions.
Vehicles & Tractor manufacturers.
• Built competency for TFT and LCD based HMI and
• Cost innovations at the Company has resulted cluster software.
in increase in orders from customers like Hero
3. Future Plan of Action
Moto Corp, Royal Enfield, HMSI, Suzuki, TVSM and
Yamaha. • Focus on reliability will further increase to ensure
Zero defect in complete product life cycle – Zero
• Company’s competency in developing fuel tank
defect initiative drive started across the Group and
caps meeting BS VI regulations has resulted in
Zero defect product policy will be adopted as our
getting business from majority of Indian & Japanese
winning mantra.
customers for FT Caps.
• For markets like India & ASEAN cost innovation is
• Company has already started supplies for Mechanical
happening through usage of alternative materials
Control Cables for Kawasaki India and Okinawa.
like Zinc to Aluminium or Zinc to Plastic. Company is
Samples under development for customers like
also working on increasing the Tool life from 2 times
Yamaha, RE, TVSM and Hero Motor Corp.
to 3 times to reduce the recurring cost as the use
• Aluminium cable solution can reduce weight and of Aluminium increases (having one fifth tool life as
cost of wiring harness. The terminal design has compared to Zinc tools).
been done in-house based on benchmarking for a
• More focus will be there in automating the assembly
customer.
lines to reduce process cost due to ever increasing
• Welding of terminal instead of crimping can help in manpower cost & increase reliability. Fixed cost will
overcoming creep problem of aluminium which can be reduced by putting more focus on implementing
occur in crimping. low cost flexible automation on assembly lines.
55
• More focus on investments on R&D and Technology 4. Expenditure on Research and Development
to further improve quality, deliver greater customer
(INR in Million)
satisfaction, strengthening future competitiveness
and bring in innovative products & new technologies Particulars 2019-20 2018-19
including green & smart technologies.
a. Capital Expenditure 16.0 39.2
• Company is working with all the major OEM’s also
b. Recurring Expenditure 221.0 233.8
on ROHs, REACH & ELV compliance to improve
environment friendliness of our products. c. Total 237.0 273.0
• Competency is being created for design and d. Total R & D 1.11% 1.15%
expenditure as a
development of PCB based Junction Box: Project percentage of total
Identified, Partner Identified, Customer Engagement turnover
planned to start in this financial year.
ii) Technology absorption, adaptation and innovation
• Functional Prototype Ready.
• Development of FI system connectors for 2W: OBD II 1. Efforts, in the brief, made towards technology absorption,
Connector, Water-Proof Connectors. adaptation and innovation:-
• Localization plan ready development started as per a) Technology mapping being done by benchmarking
the plan. Capability enhancement plan is to engage with competitor products, engineers’ participation to
with external experts. various technical conferences & exhibitions. Patent
• Focus on patents to enhance innovation culture in landscaping being done on regular basis to see the
the Company. technology trends.
• Application of TPV, TPU: Currently working on blend b) Structured Reward & Recognition policies have been
of NBR and PVC to replace Neoprene material implemented to create culture of innovation.
whose cost is increasing. Proposal submitted to the
c) State of art electronic competency centre (SMIT)
OEM and currently under review.
put up at Pune for next generation electronic &
• A Spice Level 2 process deployment and certification mechatronic products. The centre is focused on
in coming 2 years developing advance engg solutions in hardware,
• Create a scalable clusters platform for CV, 2W , software and does reliability testing of electronic
Tractor segments. products.
• Build integrated system solutions – clusters and d) Technical consultants (Subject matter experts) hired
security access features / Connectivity features to guide engineers on various technical areas like
• Increase product portfolio in Sensors domain materials, processes, mechanisms & Patents.
• Increase robustness of software with usage of e) Technical Tie-ups with premier institute in India for
standard stacks and HIL based testing project based solution like IIT Delhi, IIT Chennai &
EV Components CECRI Karaikudi.
a) Battery Charger: 750W battery charger is undergoing f) Technical standards, manuals & check sheets being
the final testing along with the 3.3 Kilowatts charger made/updated on regular basis to build strong
which is being developed for one of the 2W OEM. knowledge base of product & process technology.
b) Motor Controller: 1.2 KW POC in progress, common g) Engineers being regularly trained on high end design
platform for Trapezoidal & Sine wave motor with software, structural simulation software & process
sensor & sensor less provisions in the design. simulation software, new technologies in tool & die
making, rapid prototyping techniques. Built rapid
c) Intelligent Transport Systems: To prepare a complete prototyping facility in-house through installation of
certified ITS product line as per IS16490 and IS 3D printer.
16833.
h) As part of group initiative, Project (Current business-
d) Telematics device 4G: Create a scalable telematics technology and product gap) there is continuous
4G platform including a web platform for data capture mechanism for product benchmarking, prioritizing
and rendering. and development of the project which is reviewed at
e) Multifunction ECU’s: Various electronic control unit different levels.
concepts are developed for 2W,3W, SUV and LCV i) Engagement with overseas Design houses for joint
applications. Noval concept developed for a tractor development of technology product-line like PCB
OEM, this product had clear differentiator from the Junction Box.
competition with respect to the yield of the farmer.
Further extension of these solutions on the way to j) Several projects running with SMIT for new product-
bring the electronification solutions from the group. line development: Fuse Blow Indicator. PCB Bases
56
Junction Box, Wireless Modules, vehicle-Networking. 3. In case of imported technology (imported during the last
5 years reckoned from the beginning of the financial
k) 24V Alternator with 55A output developed in 5”
year) following information may be furnished:-
frame size.
a) Technology imported –
l) 12V Alternator with 55A output developed in 4”
frame size. No Technology was imported during last 5 years. All
the Technologies and Products were developed by
m) PMGR starter motor design completed. Proto under the Company on its own.
development.
b) Year of Import – Not applicable
n) Competitor product benchmarking, studying market c) Has technology been fully absorbed? – Not
requirements within a segment and building upon applicable
a Product line Approach to address maximum
d) If not fully absorbed areas where this has not taken
customer needs within a segment.
place, reasons there for and future plans of action –
o) Movement of R&D team away from production Not applicable.
location to “Fit for R&D” location with re-jig of HR
C. FOREIGN EXCHANGE EARNINGS AND OUTGO:
policies etc to ensure team attraction, retention &
motivation. i) EXPORT ACTIVITIES
p) Purchasing key infra items for Designing, Simulation The year saw Information and Connected Systems the
and Testing to improve efficiency, productivity and business focus on the Export market. The Company has
quality of deliverables. customers for the Information and Connected System
business like Piaggio in Italy. The Company reached out
q) Technical consultants (Subject matter experts) hired
to other OE players in Europe and have started seeding
to guide engineers on various technical areas like
the market beyond India for its wiring harness business.
materials, processes, mechanisms & Patents.
The Company continued with its plan to expand capacity
2. Benefits derived as a result of above efforts e.g. product and invested in the plant in Mysore, India. With this plant,
improvement, cost reduction, product development, the business now has over nine plants all over India for the
import substitution etc.:- Information and Connected System product portfolio.
a) Company considered as preferred original ii) TOTAL FOREIGN EXCHANGE USED AND EARNED
component supplier by most of OEM’s & most of the
Foreign Exchange Used:- (` in Million)
OEM’s are involving Company from concept design
stage. Particulars FY19-20 FY18-19
b) The innovative product offerings have resulted into a) Travelling & 13 30
Conveyance
Import substitutions for Indian 2 Wheeler OEMs in
the products like immobilizers, magnetic shutter b) CIF value of import 1,678 1,571
modules, multifunction locks etc. Also customers c) Legal & Professional 49 16
are seeking solutions from Company for upcoming d) Repair & Maintenance 2 79
technical, safety & regulatory requirements. (P&M)
e) Others 26 21
c) Company indigenous technologies, low cost
Foreign Exchange Earned:- (` in Million)
products, use of design simulations & rapid
prototyping techniques to reduce product Particulars FY19-20 FY18-19
development cycle have resulted in increase in a) FOB value of Exports 1,581 1,880
business from Indian & export customers.
b) Royalty 39 36
d) There is increased amount of focus on patent and c) Financial Assistance 9 6
regular training on patents is being conducted to Fee
spread awareness for patent search and patent d) Interest/Dividend 80 123
filing which enhances innovation culture in the income
organization. e) Technical Know-how 36 17
e) The above initiative has brought focus on product and Service Income
benchmarking and global technology trend which
helps in identifying the focus area for technology/ For and on behalf of the Board of
product development. Minda Corporation Limited
f) Increased focus on cost reduction by VA/VE and Sd/-
Alternate parts/import substitution with target to Ashok Minda
bring down RMC by 3% has led to ideas generated Place: Gurugram Chairman & Group CEO
so far reaching close to INR 50 million of savings. Date: July 15, 2020 DIN: 00054727
57
ANNEXURE III - TO DIRECTORS’ REPORT

FORM NO. MGT – 9
EXTRACT OF ANNUAL RETURN
as on the financial year ended 31.03.2020
[Pursuant to Section 92(3) of the Companies Act, 2013, and Rule 12(1) of the
Companies (Management and Administration) Rules, 2014]
I. REGISTRATION AND OTHER DETAILS
CIN L74899DL1985PLC020401
Registration Date March 11, 1985
Name of the Company MINDA CORPORATION LIMITED
Category / Sub-Category of the Company having Share Capital Public Company Limited by Share
Address of the Registered Office and contact details A-15, Ashok Vihar, Phase-I, Delhi-110052
Tel: 011-27213326
Whether listed Company Yes
Name, address and contact details of Registrar and Transfer Skyline Financial Services Private Limited
Agent, if any D-153/A, 1st Floor, Okhla Industrial Area, Phase-I,
New Delhi-110020, Tel: 011-64732681-88
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the Company shall be stated:-
Sl. No Name and Description of main products / services NIC Code of the % to total turnover
Product/ service of the company
1 Wiring Harness 27320 45%
2 Lock Kits & Lock Sets 25934 29%
3 Casting of non-ferrous metals 24320 14%
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES
Sl. No Name and Address of the Company CIN/GLN Holding/ % of Applicable Status
Subsidiary/ shares Section
Associate/ held
Joint Venture
1 Minda SAI Limited U31905DL1981PLC127345 Subsidiary 100% 2(87) Companies
A-15, Ashok Vihar, Phase-I, mentioned
Delhi-110052 at Sr. No. 1 to
2 Minda Automotive Solutions Limited U51909DL1985PLC021049 Subsidiary 100% 2(87) 5 have been
A-15, Ashok Vihar, Phase-I, amalgamated with
Delhi-110052 Minda Corporation
3 Minda Management Services Limited U74140DL2004PLC125552 Subsidiary 100% 2(87) Limited vide NCLT
A-15, Ashok Vihar, Phase-I, order dated July
Delhi-110052 19, 2019.
4 Minda Autoelektrik Limited U29221DL2007PLC160549 Subsidiary 100% 2(87)
A-15, Ashok Vihar, Phase-I,
Delhi-11005
5 Minda Telematics and Electric U73100KA2004PTC033241 Step-down 100% 2(87)
Mobility Solutions Pvt. Ltd. (Formerly Subsidiary
Known as EI Labs India Private Ltd.)
No.150/151, G-1 Ground Floor,
Meenakshi Lake side Meenakshi
Building, Kalena Agrahara Bangalore
560076
6 Spark Minda Foundation U85100DL2014NPL273844 Subsidiary 100% 2(87)
Delhi-110052
58
Associate/ held
Joint Venture
7 Minda Europe B.V. Foreign Company Subsidiary 100% 2(87)
Frankendaal 4 5653pe, Eindhoven,
Netherlands
8 Almighty International Pte. Ltd. Foreign Company Subsidiary 100% 2(87)
30 Cecil Street #19-08, Prudential
Tower, Singapore 049712
9 PT Minda Automotive, Indonesia Foreign Company Step-down 100% 2(87)
JI.Permata Lot CA-8, Subsidiary
KawasanIndustriKIIC, Karawang, West
Java 41361, Indonesia
10 PT Minda Automotive Trading, Foreign Company Step-down 100% 2(87)
Indonesia Subsidiary
Permata Raya Lot CA-8, Kawasan
Industry, KIIC, Karawang, Jawa,
Barat-41361, Indonesia
11 Minda Vietnam Automotive Company Foreign Company Step-down 100% 2(87)
Limited Subsidiary
Binh Xuyen Industrial Zone, Binh
Xuyen Distric, Vinh Phuc Province,
VIETNAM
12 Minda Stoneridge Instruments U74899DL1995PLC066645 Subsidiary/ 51% 2(87) It has become
Limited Joint Venture direct subsidiary
A-15, Ashok Vihar, Phase-I, after Merger of
Delhi-110052 Minda SAI Limited
into and with
Minda Corporation
Limited vide NCLT
order dated
July 19, 2019
13 Furukawa Minda Electric Private U29253DL2006PTC155275 Associate/ 25% 2(6) Associates w.e.f
Limited (Formerly Known as Joint Venture December 28, 2018
Minda Furukawa Electric Pvt. Ltd.)
Unit No. 18 Lower Ground Floor Eros
Metro Mall Sector 14 Dwarka New
Delhi South West Delhi DL 110075 IN
14 Minda VAST Access Systems Private U34300DL2007PTC157344 Joint Venture 50% 2(6) It has become
Limited direct JV after
A-15, Ashok Vihar, Phase-I, amalgamation
Delhi-110052 of Minda
Management
Services Limited,
into and with
Minda Corporation
Limited vide NCLT
order dated
July 19, 2019
15 Minda China Plastic Solutions Ltd Foreign Company Joint Venture 50% 2(6) Termination of
Nr.99, Yinma Road, Baita Town, (Through China J.V w.e.f
Boshan District, Zibo, Shandong Subsidiary) - May 07, 2020
Province, China
16 Minda KTSN Plastic Solutions Foreign Company Subsidiary 100% 2(87) Filed for Insolvency
GmbH & Co. KG. on June 09, 2020
Fabrikstraße 2, D-01796 Pirna, as per German
Germany (Minda KTSN) Laws
59
Associate/ held
Joint Venture
17 Minda KTSN Plastic & Tooling Foreign Company Step-down 100% 2(87) Companies
Solutions Sp.z.o.o. Subsidiary mentioned from
Glinki 144b,Bydgoszcz, Kujawsko- Sr. No. 17 to 20
pomorskie, Poland-85-861 are step down
18 Minda KTSN Plastic Solutions s.r.o Foreign Company Step-down 100% 2(87) subsidiaries
Pestanov 113, 403 17, Ústí nad Labem, Subsidiary through Minda
Tschechische Republik, Czech KTSN, Germany
Republic which has filed for
19 Minda KTSN Plastic Solutions Foreign Company Step-down 100% 2(87) insolvency on
June 9, 2020.
Mexico, S. de R.L. de C.V. Subsidiary
Avenida el Marques 135, Querétaro,
CP 76215, Mexico
20 KTSN Kunststofftechnik Sachsen Foreign Company Step-down 100% 2(87)
Beteiligungs GmbH Subsidiary
Fabrikstraße 2, 01796 Pirna,
Germany
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
i) Category-wise Shareholding
Category of Shareholders No. of shares held at the beginning of the year No. of shares held at the end of the year % Change
Demat Physical Total % of Total Demat Physical Total % of Total during the
Shares Shares year
A. Promoters
(1) Indian
a) Individual/HUF 11,48,61,280 - 11,48,61,280 50.55 11,48,61,280 - 11,48,61,280 50.55 -
b) Central Govt. - - - - - - - - -
c) State Govt.(s) - - - - - - - - -
d) Bodies Corporate 3,93,87,398 - 3,93,87,398 17.33 3,98,87,398 - 3,98,87,398 17.55 0.22
e) Banks/ FI - - - - - - - - -
f) Any Other - - - - - - - -
Sub-Total (A)(1) 15,42,48,678 - 15,42,48,678 67.88 15,47,48,678 - 15,47,48,678 68.10 0.22
(2) Foreign
a) NRIs-Individuals - - - - - - - - -
b) Other-Individuals - - - - - - - - -
c) Bodies Corporate 3,00,000 - 3,00,000 0.13 - - -0.13
d) Banks/ FI - - - - - - - - -
e) Any Other - - - - - - - -
Sub-Total (A)(2) 3,00,000 - 3,00,000 0.13 - - -0.13
Total Shareholding of 15,45,48,678 15,45,48,678 68.02 15,47,48,678 15,47,48,678 68.10 0.09
Promoters (A)=(A)(1)+(A)(2)
B. Public Shareholding
1) Institutions
a) Mutual Funds/ UTI 96,11,686 - 96,11,686 4.23 63,42,476 - 63,42,476 2.79 -1.44
b) Banks/ FI 5,22,079 - 5,22,079 0.23 65,926 - 65,926 0.03 -0.20
c) Central Govt. - - - - - - - - -
d) State Govt.(s) - - - - - - - - -
e) Venture Capital Funds 42,12,429 - 42,12,429 1.85 38,74,429 - 38,74,429 1.71 -0.15
f) Insurance Companies - - - 6,81,093 - 6,81,093 0.30 0.30
g) FIIs - - - - - - - -
h) Foreign Venture Capital - - - - - - - - -
Funds
i) Alternate Investment 20,89,910 - 20,89,910 0.92 14,42,529 - 14,42,529 0.63 -0.29
Funds
j) Others (specify) Foreign 1,70,75,368 1,70,75,368 7.51 2,01,13,447 2,01,13,447 8.85 1.34
Portfolio Investors
60
Category of Shareholders No. of shares held at the beginning of the year No. of shares held at the end of the year % Change
Demat Physical Total % of Total Demat Physical Total % of Total during the
Shares Shares year
Sub-Total (B)(1) 3,35,11,472 3,35,11,472 14.75 3,25,19,900 3,25,19,900 14.31 -0.44
(2) Non-Institutions
a) Bodies Corporate 72,23,450 - 72,23,450 3.18 82,88,523 - 82,88,523 3.65 0.47
b) Individuals
i) Individual Shareholders 94,17,867 33,261 94,51,128 4.16 98,04,465 33,202 98,37,667 4.33 0.17
holding nominal share
capital upto ` 1 lakh
ii) Individual Shareholders 1,42,94,523 77,000 1,43,71,523 6.32 1,43,18,192 77,000 1,43,95,192 6.34 0.02
holding nominal share
capital in excess of ` 1
lakh
c) Others (specify)
i) Trusts 13,004 - 13,004 0.01 624 - 624 0.00 -0.01
ii) HUF 5,88,361 - 5,88,361 0.26 6,52,049 - 6,52,049 0.29 0.03
iii) Clearing Members/ 7,73,764 - 7,73,764 0.34 3,28,910 - 3,28,910 0.14 -0.20
House
iv) NRI(Repat & Non-Repat) 8,59,985 - 8,59,985 0.38 8,47,420 - 8,47,420 0.37 -0.01
v) NBFC Registered with 8,19,780 - 8,19,780 0.36 8,02,182 - 8,02,182 0.35 -0.01
RBI
vi) Others 47440 60 47500 0.02 47441 59 47500 0.02 0.00
Sub-Total (B)(2) 34038174 110321 3,41,48,495 15.03 35089806 110261 3,52,00,067 15.49 0.46
Total Public Shareholding 6,75,49,646 110321 6,76,59,967 29.78 6,76,09,706 110261 6,77,19,967 29.80 0.02%
(B)=(B)(1)+(B)(2)
C(1) Non promoter Non
Public Shareholding
Employee Stock Options 50,13,640 - 50,13,640 2.21 47,53,640 - 47,53,640 2.09 -12%
Scheme Trust
C. Shares held by - - - - - - - - -
Custodian for GDRs &
ADRs
Sub Total (C)= ( C) (1) + (2) 50,13,640 50,13,640 2.21 47,53,640 47,53,640 2.09 -12%
Grand Total (A+B+C) 22,71,11,964 110321 22,72,22,285 100 22,71,12,024 110261 22,72,22,285 100 -
ii) Shareholding of Promoters
S.No. Shareholders Name Shareholding at the beginning of the year No. of shares held at the end of the year
% change in
No. of Shares % of total % of Shares No. of Shares % of total % of Shares shareholding
shares of the Pledged/ shares of the Pledged/ during the
Company encumbered to Company encumbered to year
total shares total shares
1 Mr. Ashok Minda 8,14,66,380 35.85% - 8,14,66,380 35.85% - -
2 Mrs. Sarika Minda 3,33,94,900 14.70% - 3,33,94,900 14.70% - -
3 Minda Capital Private Limited 3,85,81,298 16.98% - 3,85,81,298 16.98% - -
4 Whiteline Barter Limited 8,06,100 0.35% 13,06,100 0.57% 0.22%
5 Almighty International Pte. Ltd. 3,00,000 0.14% - -0.14%
Total 15,45,48,678 68.02% - 15,47,48,678 68.10% - 0.08%
61
iii) Change in Promoter’s Shareholding
Shareholders Name Shareholding at the Cumulative Shareholding

beginning of the year during the year
No. of Shares % of total No. of Shares % of total
shares of the shares of the
Company Company
At the beginning of the year 15,45,48,678 68.02%
5,00,000 Equity Shares were acquired by - - 15,50,48,678 68.23%
Whiteline Barter Limited during the year
3,00,000 Equity Shares were sold by - - 15,47,48,678 68.10%
Almighty International Pte. Limited during the year
At the end of the year - - 15,47,48,678 68.10%
iv) Shareholding Pattern of Top Ten Shareholders (Other than Directors, Promoters and Holders of GDRs and ADRs)
S. No. Shareholders Name Shareholding at the Shareholding at the

beginning of the year end of the year
No. of Shares % of total shares No. of Shares % of total shares
of the Company of the Company
1. Bela Agarwal 1,08,53,300 4.78% 1,08,53,300 4.78%
2. Steinberg India Emerging Opportunities Fund Limited 40,60,000 1.79% 93,51,619 4.12%
3. Minda Corporation Limited Employees Stock Option 50,13,640 2.21% 47,53,640 2.09%
Scheme Trust
4. Kotak Mahindra Trusteeship Services Limited- A/C Kotak 42,12,429 1.85% 38,74,429 1.71%
India Growth Fund II
5. Aditya Birla Sun Life Trustee Private Limited A/C Aditya 31,22,000 1.37 % 35,00,000 1.54%
Birla Sun Life Small And Midcap Fund
6. Wasatch International Opportunities Fund 21,37,606 0.94% 23,79,262 1.05%
7. Max Life Insurance Co Ltd A/C Participating Fund 11,50,000 0.51% 20,46,386 0.90%
8. Destinations International Equity Fund, a Series of Brinker 16,44,543 0.72% 20,02,400 0.88%
Capital Destinations Trust
9. K R Handloom Private Limited 16,92,199 0.74% 17,88,000 0.79%
10. Ontario Pension Board - Mondrian Investment Partner 16,57,717 0.73% 16,57,717 0.73%
Limited
v) Shareholding of Directors and Key Managerial Personnel (KMP)
S. Particulars Shareholding at the Cumulative Shareholding

No. beginning of the year during the year
No. of Shares %of total No. of %of total
shares of the Shares shares of the
Company Company
1. Mr. Ashok Minda
At the beginning of the year 8,14,66,380 35.85% 8,14,66,380 35.85%
Change during the year - - 8,14,66,380 35.85%
At the end of the year 8,14,66,380 35.85%
2. Mr. R. Laxman
At the beginning of the year (under ESOP) 50,000 0.022% 50,000 0.022%
Equity Shares acquired during the year 10,000 0.004% 60,000 0.026%
*Equity Shares allotted under ESOP during the year 40,000 0.017% 1,00,000 0.044%
At the end of the year - - 1,00,000 0.044%
* 40,000 Equity shares were allotted to Mr. Laxman under ESOP Scheme on May 26, 2020 against payment made by him on
March 20, 2020
62
S. Particulars Shareholding at the Cumulative Shareholding

No. beginning of the year during the year
No. of Shares %of total No. of %of total
shares of the Shares shares of the
Company Company
3. Mr. Ashim Vohra
GCMEO
Equity Shares allotted under ESOP during the year 30,000 0.013% 60,000 0.026%
At the end of the year - - 60,000 0.026%
4. Mr. Ajay Sancheti

Company Secretary
Equity Shares sold during the year 2,000 0.0008% 10,000 0.0044%
5. Mr. Sanjay Aneja

CFO
Equity Shares sold during the year 17542 0.0077% 458 0.0002%
At the end of the year - - 458 0.0002%
6. Mr. Sudhir Kashyap

Executive Director & CEO
Equity Shares sold during the year 20,838 0.009% 59,162 0.026%
Each Option has Exercise Price of ` 50 per option.
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment
(Amount ` in Million)
Indebtedness Details Secured Loans Secured Loans Unsecured Deposits Total
excluding excluding loan
deposits deposits
(Short Term) (Long Term)
Indebtedness at the beginning of
the financial year
i) Principal Amount 1,422 1,462 1,055 - 3,939
ii) Interest due but not paid - - - -
iii) Interest accrued but not due 6 5 1 12
Total (i+ii+iii) 1,428 1,467 1,056 - 3,951
Change in Indebtedness during the financial year
• Addition - 746 - 746
• Reduction 251 540 552 1,343
Net Change -251 206 -552 - -597
Indebtedness at the end of the financial year
i) Principal Amount 1,169 1,667 504 - 3,340
ii) Interest due but not paid - - - -
iii) Interest accrued but not due 7.93 7 - 15
Total (i+ii+iii) 1,177 1,673 504 - 3,354
63
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:
(Amount in `)
SI. Particulars of Remuneration Name of MD/ WTD/Manager Total
No Mr. Ashok *Mr. Sudhir Mr. Laxman
Minda Kashyap Ramnarayan
(Chairman & (Executive (Executive
Group CEO) Director & Director &
CEO) Group CFO)
1. Gross salary
(a) Salary as per provisions contained in section 17(1) of the 2,63,19,000 1,67,01,503 1,91,85,696 6,22,06,199
Income-tax Act, 1961
(b) Value of perquisites u/s 17(2)Income-tax Act, 1961 39,600 - - 39,600

(c) Profits in lieu of salary under section 17(3) Income-tax - - - 0
Act, 1961
2. Stock Option* - 13,00,000 4,19,000 17,19,000
3. Sweat Equity - - - 0
4. Commission 51,99,251 - - 51,99,251
-as 2% of profit
-other, specify
5. Others, please specify-Provident Fund 19,44,000 8,79,985 14,31,900 42,55,885
TOTAL (A) 3,35,01,851 1,88,81,488 2,10,36,596 7,34,19,935
* Mr. Sudhir Kashyap, Executive Director & CEO has resigned from the post of Executive Director & CEO w.e.f October 15, 2019.
Ceiling calculated as per Section 198 of the Companies Act, 2013 is 429.47 Lacs being 10% of the net profit of the Company.
B. Remuneration to other directors:

Amount (in `)
SI. Particulars of Remuneration Name of Directors Total
No Mr. Avinash Mr. Rakesh Mr. Ashok Mrs. Pratima
Parkash Chopra Kumar Jha Ram
Gandhi
1. Independent Directors
• Fee for attending Board & Committee 6,10,000 6,90,000 6,00,000 2,80,000 21,80,000
meetings
• Commission - - - - -
• Others, please specify - - - - -
Total (1) 6,10,000 6,90,000 6,00,000 2,80,000 21,80,000
2. Other Non-Executive Directors
• Fee for attending board & committee
meetings
• *Commission 5,00,000 5,00,000 5,00,000 5,00,000 20,00,000
Total (2) - - - - -
Total (B) = (1 + 2) 11,10,000 11,90,000 11,00,000 7,80,000 41,80,000
Total Managerial Remuneration (A+B) 7,75,999,35
*During the year under review all Independent Directors of the Company has been paid Commission @ INR 5 Lacs each.
64
C. Remuneration to Key Managerial Personnel other than MD/MANAGER/WTD
Amount (in `)
SI. Particulars of Remuneration Key Managerial Personnel Total
No Mr. Ashim Vohra Mr. Ajay Sancheti *Mr. Sanjay Aneja
(GCMEO) (Company Secretary) (CFO)
1. Gross salary
(a) Salary as per provisions contained in 94,82,962 57,06,192 67,58,277 2,19,47,431
section 17(1) of the Income-tax Act, 1961
(b) Value of perquisites u/s 17(2) Income-tax
Act, 1961
(c) Profits in lieu of salary under section 17(3) 39,600 - 39,600
Income-tax Act, 1961
2. Stock Option 10,28,500 2,04,750 - 12,33,250
3. Sweat Equity
5. Others - Provident Fund 7,78,272 3,96,240 2,85,227 14,59,739
Total 1,13,29,334 63,07,182 70,43,504 2,46,80,020
* Mr. Sanjay Aneja resigned from the post of Chief Financial Officer w.e.f September 25, 2019. Thereafter, Mr. Laxman Ramnarayan
has been appointed as Chief Financial Officer of the Company and has been designated as Executive Director & Group CFO of the
Company w.e.f September 26, 2019.
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:
Type Section of the Companies Act Brief Details of Penalty Authority Appeal made,
Description / Punishment/ [RD / NCLT / if any (give
Compounding fees COURT] Details)
imposed
A. COMPANY
Penalty
Punishment NIL
Compounding
B. DIRECTORS
Penalty
Punishment NIL
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment NIL
Compounding
Pursuant to Regulation 44(3) of SEBI LODR, a penalty of ` 10,000 was imposed by NSE for alleged late submission of results of voting
at a Hon'ble NCLT's convened meeting during the process of amalgamation, which was subsequently waived by NSE vide its letter
dated March 18, 2020 upon request from the Company based on the facts that Company was given 2 weeks’ time by Hon’ble NCLT
to submit the report of voting results i.e. by March 11, 2019. Accordingly, Company had submitted the voting results to Exchange on
March 11, 2019. BSE has also imposed penalty under Regulation 44(3) of SEBI LODR, 2015, for the same violation. The Company has
filed its waiver request to BSE as well.
For and on behalf of the Board of

Sd/-
Ashok Minda
Place: Gurugram Chairman & Group CEO
Date: July 15, 2020 DIN: 00054727
65
ANNEXURE IV - TO THE DIRECTORS’ REPORT

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ
WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
i) The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial
year 2019-20 and the percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary
during the financial year 2019-20, are as under:
Sl. Names Designation % increase in Ratio of remuneration of each

No. Remuneration in the Director/ to median remuneration of
Financial Year 2019-20 employees for financial year 2019-20
1 Mr. Ashok Minda Chairman & Group CEO -2% 103
2 Mr. Laxman Ramnarayan* Executive Director & Group
-21% 77
CEO
3 Mr. Sudhir Kashyap# Executive Director & CEO -44% 69
3 Mr. Ashim Vohra GCMEO -30% 41
4 Mr. Sanjay Aneja$ CFO -30% 26
5 Mr. Ajay Sancheti Company Secretary -4% 23
*Mr. Laxman was drawing remuneration from Minda Management Services Limited (Erstwhile wholly owned subsidiary of the
Company) as Group President Finance. Post-Merger of Minda Management Services Limited with and into Minda Corporation Limited,
Mr. Laxman Ramnarayan has been appointed as Executive Director w.e.f September 01, 2019.
# Mr. Sudhir Kashyap, Executive Director & CEO has resigned from the post of Executive Director & CEO w.e.f October 15, 2019 due
to personal reasons. His remuneration includes Gratuity, Leave Encashment& Superannuation Allowance aggregate of `47.05 Lacs
$ Mr. Sanjay Aneja resigned from the post of Chief Financial Officer w.e.f September 25, 2019 due to personal reasons. His
remuneration includes Gratuity, Leave Encashment& Superannuation Allowance aggregate of `30.34 Lacs.
ii) The median remuneration of employees of the Company during the financial year was INR 2.75 Lacs (Previous year ` 2.65 Lacs).
iii) In the financial year, there was an increase of 3.96% in the median remuneration of employees.
iv) There were 2,987 permanent employees on the roll of Company as on March 31, 2020.
v) Average percentage increase made in the salaries of employees other than the managerial personnel in the financial year i.e.
2019-20 was 7.7% whereas there was no increase in the managerial remuneration for the same financial year.
vi) All the Non-Executive Directors including Independent Directors did not receive any remuneration from the Company except
the sitting fees & Commission for attending Board Meetings and Committee Meetings during the year 2019-20. Details of sitting
fees are mentioned in the Corporate Governance Report.
vii) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and
Senior Management.

Sd/-
Ashok Minda
Date: July 15, 2020 DIN: 00054727
66
ANNEXURE V - TO THE DIRECTORS’ REPORT

SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31st MARCH, 2020
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To, by the Company and also the information provided by the

The Members Company, its officers, agents and authorized representatives
Minda Corporation Limited during the conduct of Secretarial Audit, we hereby report that in
(CIN: L74899DL1985PLC020401) our opinion, the Company has, during the audit period covering
A-15, Ashok Vihar, Phase-I, Delhi-110052 the financial year ended on 31st March, 2020 (“Audit Period”)
complied with the statutory provisions listed hereunder and also
We have conducted the secretarial audit of the compliance
that the Company has proper Board processes and compliance
of applicable statutory provisions and the adherence to good
mechanism in place to the extent, in the manner and subject to
corporate practices by Minda Corporation Limited (hereinafter
the reporting made hereinafter:
called the Company). Secretarial Audit was conducted in a
manner that provided us a reasonable basis for evaluating the We have examined the books, papers, minute books, forms and
corporate conducts/statutory compliances and expressing our returns filed and other records maintained by the Company for
opinion thereon. the financial year ended on 31st March, 2020 according to the
provisions of:
We report that-
(i) The Companies Act, 2013 (the Act) and the rules made
a) Maintenance of secretarial records is the responsibility of
thereunder;
the management of the Company. Our responsibility is to
express an opinion on these secretarial records based on (ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’)
our audit. and the rules made thereunder;
b) We have followed the audit practices and processes as (iii) The Depositories Act, 1996 and the Regulations and Bye-
were appropriate to obtain reasonable assurance about laws framed thereunder;
the correctness of the contents of the secretarial records. (iv) Foreign Exchange Management Act, 1999 and the rules
The verification was done on test basis to ensure that and regulations made thereunder to the extent of Foreign
correct facts are reflected in secretarial records. We Direct Investment, Overseas Direct Investment and
believe that the processes and practices, we followed, External Commercial Borrowings, where applicable;
provide a reasonable basis for our opinion.
(v) The following Regulations prescribed under the Securities
c) We have not verified the correctness and appropriateness and Exchange Board of India Act, 1992 (‘SEBI Act’):-
of the financial statements of the Company.
(a) The Securities and Exchange Board of India
d) Wherever required, we have obtained the Management (Substantial Acquisition of Shares and Takeovers)
representation about the compliances of laws, rules and Regulations, 2011;
regulations and happening of events etc. (b) The Securities and Exchange Board of India
e) The compliance of the provisions of the corporate and (Prohibition of Insider Trading) Regulations, 2015;
other applicable laws, rules, regulations, standards is the (c) The Securities and Exchange Board of India (Issue of
responsibility of the management. Our examination was Capital and Disclosure Requirements) Regulations,
limited to the verification of procedures on test basis. 2018;
f) The Secretarial Audit Report is neither an assurance as to (d) The Securities and Exchange Board of India (Share
the future viability of the Company nor of the efficacy or Based Employee Benefits) Regulations, 2014;
effectiveness with which the management has conducted
(e) *The Securities and Exchange Board of India (Issue
the affairs of the Company.
and Listing of Debt Securities) Regulations, 2008;
g) The auditor adhered to best professional standards and
(f) The Securities and Exchange Board of India
practices as could be possible while carrying out audit (Registrars to an Issue and Share Transfer Agents)
during the lock-down conditions due to Covid-19. The Regulations, 1993 regarding the Companies Act and
Company made due efforts to make available the relevant dealing with client;
records and documents which were verified through
online means to conduct and complete the audit in the (g) *The Securities and Exchange Board of India
aforesaid lock-down conditions. (Delisting of Equity Shares) Regulations, 2009;
Based on our verification of the Company’s books, papers, minute (h) *The Securities and Exchange Board of India
books, forms and returns filed and other records maintained (Buyback of Securities) Regulations, 2018; and
67
(i) The Securities and Exchange Board of India We further report that during the audit period:
(Listing obligations and Disclosures requirements)
• Hon’ble National Company Law Tribunal, New
Regulations, 2015;
Delhi Bench (“NCLT”), approved the scheme of
*No event took place under these regulations during the audit amalgamation of domestic wholly owned five
period. subsidiary companies i.e. Minda Management
Services Limited, Minda SAI Limited, Minda
We have also examined compliance with the applicable clauses
Automotive Solutions Limited, Minda Autoelektrik
of the Secretarial Standard on Meetings of the Board of Directors
Limited & Minda Telematics and Electric Mobility
(SS-1) and on General Meetings (SS-2) issued by The Institute
Solutions Private Limited (“Transferor Companies”)
of Company Secretaries of India, with which the company has
into and with Minda Corporation Limited vide its
generally complied with.
order dated July 19, 2019.
During the Audit Period, the Company has complied with the
• the members at their Annual General meeting held
provisions of the Act, Rules, Regulations and Guidelines to the
on 26th September, 2019 passed the following
extent applicable, as mentioned above except that Annual
Special Resolutions under Section 180 of the Act :
Performance report of Minda KTSN Plastic Solutions GmbH &
Co. KG, a wholly owned subsidiary of the Company, was filed to i. to borrow any sum or sums of money from
Reserve Bank of India on 16th April, 2020. time to time or at any time from Company’s
Bankers and/or from any one or more other
(vi) The Company is an automotive components manufacturer persons, firms, bodies corporate or financial
with a product portfolio that encompasses Safety, Security institutions upto ` 500 Crores (Rupees Five
and Restraint Systems; Wiring Harness, Die- casting, Plastic Hundred Crores Only).
Interior Systems and Driver Information & Telematics
Systems for auto OEMs across the globe. The Company ii. to create such charges, mortgages and
is having manufacturing facilities at Bawal (Haryana), hypothecations in addition to the existing
Greater Noida, Noida (Uttar Pradesh), Manesar (Haryana), charges, mortgages and hypothecations
Pantnagar (Uttrakhand), Pune, Murbad & Aurangabad created by the Company, on such movable
(Maharashtra), Kakkalur & Pillaipakkam (Tamilnadu), and immovable properties, both present and
Pithampur (Madhya Pradesh), Haridwar (Uttrakhand). future, together with power to take over the
As informed by the management, being an automotive substantial assets of the Company in certain
components manufacturer, there is no sector specific law events in favour of banks/financial institutions,
applicable on the Company. other investing agencies and trustees for
the holders of debentures/bonds/other
We further report that the Board of Directors of the instruments to secure rupee/foreign currency
Company is duly constituted with proper balance of loans and/or the issue of debentures whether
Executive Directors, Non-Executive Directors and partly/fully convertible or non-convertible and/
Independent Directors. The changes in the Board of or securities linked to Ordinary Shares and/
Directors that took place during the period under review or rupee/foreign currency convertible bonds
were carried out in compliance with the provisions of the and/or bonds with share warrants attached
Act. upto ` 500 crores (Rupees Five Hundred
Adequate notice is given to all directors to schedule the Crores Only) or the aggregate of the paid up
Board Meetings. Agenda and detailed notes on agenda capital, free reserves and security premium of
were sent at least seven days in advance other than those the Company, whichever is higher.
meetings which were held on shorter notice in compliance
with the provisions of the Act read with Secretarial
Standard-1and a system exists for seeking and obtaining For Sanjay Grover & Associates
further information and clarifications on the agenda items Company Secretaries
before the meeting for meaningful participation at the Firm Registration No. P2001DE052900
meeting.
Sd/-
Board decisions are carried out with unanimous consent
Devesh Kumar Vasisht
and therefore, no dissenting views were required to be
Partner
captured and recorded as part of the minutes.
New Delhi CP No.:13700, FCS No.:F8488
We further report that there are systems and processes in July 15, 2020 UDIN:F008488B000455627
the company commensurate with the size and operations
of the company to monitor and ensure compliance with
applicable laws, rules, regulations and guidelines.
68
CORPORATE GOVERNANCE REPORT

PURSUANT TO REGULATION 34 (3) & SCHEDULE V OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING
OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015
Corporate Governance is concerned with holding the balance a) Composition of Board

between economic and social goals as well as between individual
The Board directs the Company and facilitates the
and communal goals. Corporate Governance is the system of
achievement of the Company's strategy and operational
rules, practices and processes through which objectives of
objectives. It is accountable for the development
a corporate entity are set and pursued in the context of the
and execution of the Company's strategy, operating
social, regulatory and market environment. Fundamental of
performance and financial results. Its primary responsibilities
Corporate Governance includes transparency, accountability
include: determining the Company's purpose and values,
and independence. Governance practices may vary but the
providing strategic direction, identifying key risk areas and
principles are generic and universal, viz. constant improvement
key performance indicators of the Company's businesses,
and sustainable value creation for all stakeholders. It essentially
monitoring the performance of the Company against
involves balancing the interests of various stakeholders, such
agreed objectives, deciding on significant financial matters,
as shareholders, management, customers, suppliers, financiers,
approving policies and reviewing the performance of the
government and the community.
Executive Directors against defined objectives. A range of
Minda Corporation Limited (“MCL”) follows a robust process to non-financial information is also provided to the Board to
ensure that the shareholders of the Company are well informed of enable it to consider qualitative performance factors that
Board decisions both on financial and non-financial parameters. involve broader stakeholder interests.
Adequate notice with a detailed explanation is sent to the The Composition of Board of Directors of the Company is
shareholders well in advance to obtain necessary approvals. in conformity with the requirement of Companies Act 2013
For ensuring sound Corporate Governance practices, MCL has and Regulation 17 (1) of the Securities and Exchange Board
put in place a framework based on the stipulations contained of India (Listing Obligations and Disclosure Requirements)
under the Companies Act, SEBI Regulations, Accounting Regulations, 2015. The Board has an optimum combination
Standards, Secretarial Standards, etc. of Executive, Non-Executive and Independent Directors
including Woman Director as on March 31, 2020. The
CORPORATE GOVERNANCE PHILOSPHY Board represents an optimal mix of professionalism,
Effective Corporate Governance practices constitute the strong knowledge and experience. The profile of Directors can
foundation on which successful commercial enterprises are built. be found at our website at www.sparkminda.com
Corporate Governance is based on the principles of integrity, Classification of the Board during the year 2019-20
transparency, accountability and commitment to values. MCL
views its Corporate Governance policies not only to comply Category Number of % to total number
with the statutory requirements in letter and spirit, but also to Directors of Directors
aim at implementing the best practices, keeping in view of Executive Directors 2* 33.33%
overall interest of all its stakeholders. At MCL, good governance Non-Executive
practices forms part of business strategy which includes, inter alia, Independent Directors
4 66.67%
focus on long term value creation and protecting stakeholder’s (including Woman
interests by applying proper care, skill and diligence to business Director)
decisions. The Company has established systems, procedures Total 6 100%
and policies to ensure that its Board of Directors is well informed *Does not include Mr. Sudhir Kashyap, Executive Director
and well equipped to discharge its overall responsibilities and & CEO, who has resigned during the year 2019-20.
provide the Management with the strategic direction catering to
exigency of long term shareholders value. Role of the Board of Directors
GOVERNANCE STRUCTURE The Board of Directors is the apex body constituted

by shareholders and is vested with the powers of
At MCL, with a strong governance philosophy, we have a multitier governance, control, direction and management of affairs
governance structure with defined roles and responsibilities of of the Company. The Board provides strategic direction
every constituent of the system. and guidance to the Company and has been steering
I. BOARD OF DIRECTORS the Company towards achieving its business objectives.
Driven on the principles of ethics and accountability, the
The Board of the Company constantly endeavours to set Board strives to work in best interest of the Company
goals and targets aligned to the Company’s Vision – “To and its stakeholders. The Board is committed to ensuring
Be a Dynamic, Innovative and Profitable Global Automotive in compliance with the highest standards of corporate
Organization for emerging as the Preferred Supplier and governance.
Employer, to Create Value for all Stakeholders.”
69
Lead Independent Director

The Board has designated Mr. Avinash Parkash Gandhi as the Lead Independent Director. The role of the Lead Independent
Director is available on the Company’s website at https://sparkminda.com/wp-content/uploads/2019/09/Role-of-Lead-
Indepenent-Director.pdf
The details relating to Composition & Category of Directors, directorships held by them in other companies and their membership
and chairmanship on various Committees of Board of other companies as on March 31, 2020 is as follows:
Name of the Category Number Whether Number of Number of Committee Directorship in other listed
Director of Board attended Directorships in other positions held in other entity
Meetings last AGM Public Companies Public Companies (Category of Directorship)
attended held on
during the September
FY 2020 26, 2019
Chairman Member Chairman Member
Mr. Ashok Minda Executive 6 Yes - 2 - - --
Chairman
(Promoter)
Mr. Rakesh Chopra Independent 6 Yes - 1 1 1 1.Bharat Gears Limited
Non-Executive (Non-Executive Independent
Director)
Mr. Avinash Independent 6 Yes 1 7 2 1 1.Schaeffler India Limited
Parkash Gandhi Non-Executive (Chairman & (Non-Executive
Independent Director)
2. Lumax Auto Technologies
Ltd.
(Non-Executive Independent
Director)
3. Lumax Industries Ltd.
Director)
4. Action Construction
Equipment Limited (Non-
Executive Independent
Director)
Mr. Ashok Kumar Independent 6 Yes - 2 - 1 1. XPRO India Ltd.
Jha Non-Executive (Non-Executive Independent
Director)
2. Setco Automotive Ltd.
Director)
Mrs. Pratima Ram Independent 5 Yes - 4 - 4 1. Havells India Ltd.
Non-Executive (Non-Executive Independent
Director)
2. Nandan Denim Ltd.
Director)
Mr. Laxman Executive 6 Yes - - - - -
Ramnarayan Director &
Group CFO
NOTES:-
1) None of the Directors are related to each other.
2) Non-Executive Independent Directors do not hold any share in the Company.
3) None of the Directors on the Board is a Member of more than 10 (Ten) Committees or Chairman of more than 5 (Five)
Committees (as specified in Regulation 26(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015) across all the listed Companies in which the person is a Director. Necessary disclosures
regarding Committee positions in other public limited companies as on March 31, 2020 have been made by the Directors.
4) For the purpose of considering the limit of the Committees on which a director may serve, in all public limited companies,
whether listed or not, have been included and all other companies including private limited companies, foreign companies
and companies under section 8 of the Companies Act, 2013 have been excluded. Only audit committee and stakeholders’
relationship committee are considered for the purpose of reckoning committee positions.
5) The maximum tenure of Independent Directors is in compliance with the Companies Act, 2013.
6) The Chairmanship of the Director in the Committees includes the membership as well.
70
b) Board Meetings & Attendance c) Minutes of Meetings of the Board of the subsidiaries.
The Board of Directors of the Company meet at least once d) Materially important litigations, show cause, demand,
a quarter to review the quarterly/ yearly results and other prosecution and penalty notices.
items on the agenda.
e) Annual Operating plans, budgets and updates.
Calendar of Board and Committee Meetings are fixed in
f) Development on Human Resources of the Company.
advance and agenda papers are circulated to Directors
generally one week before the meeting. All material g) Other information as mentioned in Schedule II Part A
information is incorporated in the agenda papers for of the Listing Regulations.
facilitating meaningful and focused discussions at the
d) Meeting of Independent Directors
meeting.
The Independent Directors meet without the presence of
c) Other provisions as to Board and Its Committees
the management and Non-Executive Non-Independent
The Board meets at regular intervals to discuss and directors. During 2019-20 the Independent Director met
decide on Company’s business policy and strategy on February 07, 2020. The Independent Directors met to
apart from other Board business. Apart from placing the inter alia discuss matters arising out of Board and Board
statutory required information before the Board Members, Committee agendas, Company performance and various
it is the policy of the Company to regularly place the other Board-related matters, identify areas where they need
information/ matter involving major decisions like Annual clarity or information from management and to review the
Budget, Technology Collaboration, Investments, Financial performance of Non-Independent Directors, the Chairman
performance and Quarterly Compliance Reports on laws and the Board as a whole and the committee(s) of the
applicable to the Company and other material information. Board and assess the effectiveness and promptness of the
information flow inter se the Board and the management.
The Board/ Committee meetings are pre-scheduled and a
tentative annual calendar of Board and Committee meetings e) Information available to the Board
is circulated to the Directors well in advance to facilitate
During the financial year 2019-20, information as mentioned
them to plan their schedules and to ensure meaningful
in Schedule II of the Securities and Exchange Board of
participation in the meetings. Where it is not practicable
India (Listing Obligations and Disclosure Requirements)
to circulate any document or the agenda is of confidential
Regulations, 2015 has been placed before the Board for its
nature, the same is tabled with the approval of Chairman.
consideration.
During the financial year ended March 31, 2020, 6 (Six) Board
The aforesaid information is generally provided as a part
Meetings were held as per the minimum requirement of
of the agenda of the Board meeting and/ or is placed
four meetings prescribed under the Companies Act, 2013
at the table during the course of the meeting. The CFO
and in the Regulation 17(2) of the Securities and Exchange
and other senior management staff are also invited to
Board of India (Listing Obligations and Disclosure
the Board Meetings to present reports on the Company’s
Requirements) Regulations, 2015. The intervening period
operations and internal control systems. The Company
between the Board Meetings were within the maximum
Secretary, in consultation with the Chairman, prepares
time gap prescribed under the Companies Act, 2013 and
the agenda. The detailed agenda is sent to the Members
Regulation 17(2) of the Securities and Exchange Board of
a week before the Board Meeting date. In special and
India (Listing Obligations and Disclosure Requirements)
exceptional circumstances, additional or supplementary
Regulations, 2015.
item(s) on the agenda are permitted to be taken up as ‘any
The details of the Board meetings held during the financial other item’. Sensitive subject matters are being discussed
year 2019-20 are as under: at the meeting without written material being circulated
in advance with the approval of Chairman after taking
Sl. Date of Board meeting Board No. of the appropriate approval of the Board as required under
No. Strength Directors applicable Secretarial Standard. All Board Members are
Present encouraged to suggest agenda items for inclusion. The
1 April 04, 2019 7 7 Board periodically reviews the compliance reports with
2 May 28,2019 7 7 respect to the various laws applicable to the Company, as
3 August 12,2019 7 6 prepared and placed before it by the management.
4 September 26,2019 7 7
5 November 06,2019 6 6 The Company Secretary plays a key role in ensuring
6 February 06,2020 6 6 that the Board procedures are followed and regularly
reviewed, investors’ queries are handled promptly and
The information regularly furnished to the Board of reports to the Board about compliance with the applicable
Directors amongst others include the following: statutory requirements and laws. The process for the
a) Quarterly results and performance of the Company. Board and Committee meetings provides an effective
post meeting follow-up, review and reporting of decisions
b) Minutes of the meetings of the Board and all its taken by the Board and Committee members at their
committees.
71
respective meetings. Important decisions taken at Board k)

A chart or a matrix setting out the skills/expertise/
and Committee meetings are communicated promptly to competence of the board of directors is as follows
the concerned departments/ Head of Departments (HoDs).
In the opinion of the Board, the following is a list of core
f) Post-Meeting Follow-up System skills/expertise/competencies required in the context of
the Company’s business and which are available with the
After the Board meeting, we have formal system of
Board.
follow up, review and reporting on actions taken by the
management on the decisions of the Board and sub- However, the absence of a mark against a member’s name
committees of the Board. does not necessarily mean the member does not possess
the corresponding qualification or skill. In the opinion of
g)
Code of Conduct for Board Members and Senior
the Board, Independent Directors fulfil the conditions
Management
specified in the Act, Rules made there under and Listing
The Board of Directors has implemented a Code of Regulations.
Conduct applicable to all Directors and Senior Level
Key Board Skill/Expertise/Competencies
Management of the Company. The Code envisages that
the Board of Directors and Senior Management must act Strategy Appreciation of long-term trends, strategic
within the bounds of the authority conferred upon them and choices and experience in guiding and
and with a duty to make and keep them informed about Planning leading management teams to make
the development in the industry in which the Company is decisions in uncertain environments.
involved and the legal requirements to be fulfilled. Annual Corporate Experience in developing governance
affirmation has been received from all the Directors and governance practices, serving the best interests of
Senior Level Management that they have complied with all stakeholders, maintaining board and
the code of conduct. management accountability, building long-
The copy of the Code of Conduct is available at the given term effective stakeholder engagements
link i.e. and driving corporate ethics and values.
Functional Knowledge and skills in accounting and
https://sparkminda.com/wp-content/uploads/2020/04/ and finance, business judgment, general
Code-of-Conduct.pdf managerial management practices and processes,
h) Disclosure of relationship between Directors inter-se experience crisis response and management, macro-
economic perspectives, human resources,
None of the Directors have any material or pecuniary labour laws, international markets, sales and
relationship inter-se among themselves, whether directly marketing, and risk management.
or indirectly. Industry Experience in Industry, Knowledge of
i) Number of shares held by Non-Executive Directors Knowledge Automobile Sector, Understanding of
Government legislation/ legislative process
During the year 2019-20, none of the Non-Executive and Customer Relationships.
Director of the Company holds any shares in the Company. Global Understanding, of global business
The Company has not issued any convertible instruments. Business dynamics, across various geographical
j) Familiarization Programmes of Independent Directors markets, industry verticals and regulatory
jurisdictions.
The Independent Directors of the Company are eminent
personalities having wide experience in the field of Directors Strategy Corporate Functional Industry Global
finance, education, industry, commerce and administration. and governance and Knowledge Business
Their presence on the Board has been advantageous and Planning managerial
experience
fruitful in taking business decisions.
Mr. Ashok √ √ √ √ √
Periodic presentations are made by the Senior Management, Minda
Statutory and Internal Auditors at the Board/Committee Mr. Avinash
Parkash √ √ √ √ √
Meetings on business and performance updates of the
Gandhi
Company and its subsidiaries, global business environment,
Mr. Rakesh
business risks and its mitigation strategy, impact of regulatory √ √ √ √ √
Chopra
changes on strategy etc. Updates on relevant statutory Mr. Ashok
√ √ √ √ √
changes encompassing important laws are regularly intimated Kumar Jha
to the Independent Directors. Mrs. Pratima √ √ √ √ √
Ram
Details on familiarization programme for independent Mr. Laxman √ √ √ √ √
directors are uploaded on company’s website at Ramnarayan
following weblink: https://sparkminda.com/wp-content/ l) Succession Planning
uploads/2020/07/Familiarisation-Programme-for-
Independent-Directors-2020.pdf The Human Resources, Nomination and Remuneration
Committee believes that sound succession plans for the
72
senior leadership are very important for creating a robust Independent Directors out of the profits for respective
future for the Company. The Committee works along with financial year and within the ceilings prescribed under the
the Human Resource team of the Company for a proper Companies Act, 2013, based on the evaluation process
leadership succession plan. and considering the criteria, such as, the performance of
the Company.
m) Performance Evaluation
Criteria of making payments to non-executive Directors
In line with the Corporate Governance Guidelines of the
Company a mechanism for performance evaluation of Apart from receiving sitting fees, no Non-Executive
Independent Directors, Board, Committees and other Directors including Independent Directors received any
individual Directors which include criteria for performance fixed component performance linked incentives from
evaluation of the Non-Executive Directors and Executive the company during the period under review. However,
Directors. the Independent Directors are entitled to Commission
The Board evaluation framework has been designed in as approved by shareholders in the last Annual General
compliance with the requirements under the Companies Meeting. The website link is as follows:- https://sparkminda.
Act, 2013 and the Listing Regulations, and in accordance com/wp-content/uploads/2020/05/Criteria-for-making-
with the Guidance Note on Board Evaluation issued by payment-to-Non-Executive-Directors.pdf
SEBI in January 2017. The Board evaluation was conducted
Remuneration Policy for Directors, KMP and other
through questionnaire designed with qualitative
Employees
parameters and feedback based on ratings. Evaluation of
the Board was based on criteria such as composition and Remuneration policy of the Company is designed to create
role of the Board, Board communication and relationships, a high-performance culture. It enables the Company to
functioning of Board Committees, review of performance attract, retain and motivate employees to achieve results.
of Executive Directors, strategic planning, etc. Evaluation
i. Executive Directors
of Committees was based on criteria such as adequate
independence of each Committee, frequency of meetings (` In Lacs)
and time allocated for discussions at meetings, functioning
Name Salary P.F. and Commission Stock Total
of Board Committees and effectiveness of its advice/ other Options
recommendation to the Board, etc. Evaluation of Directors allowances
was based on criteria such as participation and contribution Mr. Ashok 263.19 19.83 51.99 - 335.01
in Board and Committee meetings, representation of Minda
shareholder interest and enhancing shareholder value, Mr. Sudhir
167.01 8.80 - 13.00 188.81
experience and expertise to provide feedback and Kashyap#
guidance to top management on business strategy, Mr. Laxman
191.86 14.32 - 4.19 210.37
Ramnarayan
governance, risk and understanding of the organization’s
strategy, etc. The outcome of the performance evaluation # Mr. Sudhir Kashyap, Executive Director & CEO has
for financial year 2019-20 was discussed by the Nomination resigned from the post of Executive Director & CEO w.e.f
and Remuneration Committee in its meeting held on October 15, 2019. Therefore, his remuneration includes
January 10, 2020 and the Board at their meeting held in Gratuity, Leave Encashment & Superannuation Allowance
February 06, 2020. The Board has received excellent aggregate of `47.05 Lacs
ratings on flow of information, Board communication and
relationships, functioning of Board Committees. The Board Mr. Ashok Minda has been re-appointed as Chairman &
noted the actions taken in improving Board effectiveness Group CEO of the Company w.e.f August 01, 2019 for a
based on feedback given in the previous year. Further, the period of 3 years as recommended by the Nomination
Board also noted areas requiring more focus in the future, & Remuneration Committee and approved by the Board
which include spending more time on trends, long-term of Directors in their meeting held on May 28, 2019 and
threats and opportunities. approved by shareholders in the Annual General Meeting
held on September 26, 2019.
n) Remuneration to Directors
Mr. Laxman Ramnarayan has been appointed as Executive
All pecuniary relationships or transactions of the Non- Director of the Company w.e.f September 01, 2019 for a
Executive Directors with the Company period of 3 years as recommended by the Nomination
Except the payment of sitting fee, the Company does & Remuneration Committee and approved by the Board
not have any pecuniary relationship with any of its Non- of Directors in their meeting held on August 12, 2019 and
Executive Directors as well as there is no transaction approved by shareholders in the Annual General Meeting
between the Company and the Non-Executive Directors held on September 26, 2019.
or their relatives during the financial year under review.
The tenure of office of the Executive Directors can be
The Board of Directors, inter-alia, on the recommendation terminated by either party by giving 3 (three) months’ notice
of the Nomination and Remuneration Committee (as may in writing. There is no separate provision for payment of
be applicable), decides the commission payable to the severance fees.
73
ii. Non- Executive Directors During the year, the Committee Members met 7 (Seven)
times, i.e. on May 28, 2019; August 12, 2019; August 21,
The Non-Executive Directors are paid remuneration by
2019; September 26, 2019; November 06, 2019, December
way of sitting fees, the details of which are mentioned
18, 2019 and February 06, 2020.
below:
The particulars of meetings and attendance of the
(Amount in `)
Members in the Committee Meeting held during the year
Name of the Sitting Fees Commission Total under review are given in the table below:
Non-Executive
For For Attending Name of the No. of No. of Category
Director
Attending Committee
Member Meeting(s) Meeting(s)
Board Meeting(s) and
Meeting other Meeting(s) held attended
Mr. Avinash 3,00,000 3,10,000 5,00,000 11,10,000 Mr. Rakesh Chopra 7 7 Independent
Parkash Chairman Director
Gandhi Mr. Avinash Parkash 7 7 Independent
Mr. Rakesh Gandhi Director
3,00,000 3,90,000 5,00,000 11,90,000
Chopra Member
Mr. Ashok Mr. Ashok Kumar 7 7 Independent
3,00,000 3,00,000 5,00,000 11,00,000
Kumar Jha Jha Director
Ms. Pratima Member
2,50,000 30,000 5,00,000 7,80,000
Ram
In addition to the Members of the Audit Committee, these
STOCK OPTIONS DETAILS meetings were also attended by the Executive Directors
and CFO and other respective functional heads Statutory
For the details of Employee Stock Option plan please refer note
Auditors/Internal Auditors of the Company, wherever
no. 2.41 of the financial statements of the Company for the year
necessary, and those executives of the Company who
2019-20 and refer Directors Report for the year 2019-20.
are considered necessary for providing inputs to the
II. BOARD COMMITTEES Committee.
The Board Committees play a crucial role in the The Chairman of the Committee was present at the Annual
governance structure of the Company and have been General Meeting held on September 26, 2019.
constituted to deal with specific areas / activities which
All the members of the Committee possess necessary
concern the Company and need a closer review. The
financial and accounting knowledge.
Board Committees are set up under the formal approval
of the Board, to carry out clearly defined roles which are b) Terms of Reference
considered to be performed by Members of the Board, as The composition of Audit Committee meets the
a part of good governance practice. The Board supervises requirements of Section 177 of the Companies Act, 2013
the execution of its responsibilities by the Committees and and Regulation 18 of the Securities and Exchange Board
is responsible for their action. The Minutes of the meetings of India (Listing Obligations and Disclosure Requirements)
of all the Committees are placed before the Board for Regulations, 2015. The terms of reference of this Committee
review. covers the matters specified for Audit Committee under
The Board currently has 6 (six) Committees: Part C of Schedule II of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 read with
1) Audit Committee;
Section 177 of the Companies Act, 2013. The terms of
2) Nomination and Remuneration Committee; reference of the Audit Committee inter- alia includes the
following:
3) Stakeholders Relationship Committee;
c) Powers of Audit Committee
4) Corporate Social Responsibility Committee;
a) To investigate any activity within its terms of
5) Risk Management Committee; and
reference;
6) Securities Issue Committee
b) To seek information from any employee;
1) AUDIT COMMITTEE c) To obtain outside legal or other professional advice
a) Composition, Meetings & Attendance of the Committee and
During the year under review, the Audit Committee d) To secure attendance of outsiders with relevant
comprised of Independent Directors namely Mr. Rakesh expertise, if it considers necessary.
Chopra as Chairman, Mr. Avinash Parkash Gandhi and Mr. d) Role of the Audit Committee
Ashok Kumar Jha as Members.
(1) Oversight of the listed entity’s financial reporting
Mr. Ajay Sancheti, Company Secretary and Compliance process and the disclosure of its financial information
Officer of the Company, is the Secretary to the Committee.
74
to ensure that the financial statement is correct, (12) Reviewing, with the management, performance
sufficient and credible; of statutory and internal auditors, adequacy of the
internal control systems;
(2) Recommendation for appointment, remuneration
and terms of appointment of auditors of the listed (13) Reviewing the adequacy of internal audit function,
entity; if any, including the structure of the internal audit
department, staffing and seniority of the official
(3) Approval of payment to statutory auditors for any
heading the department, reporting structure
other services rendered by the statutory auditors;
coverage and frequency of internal audit;
(4) Reviewing, with the management, the annual
(14) Discussion with internal auditors of any significant
financial statements and auditor’s report thereon
findings and follow up there on;
before submission to the board for approval, with
particular reference to: (15) Reviewing the findings of any internal investigations
by the internal auditors into matters where there is
(a) Matters required to be included in the director’s suspected fraud or irregularity or a failure of internal
responsibility statement to be included in the control systems of a material nature and reporting
board’s report in terms of clause (c) of sub- the matter to the board;
section (3) of Section 134 of the Companies
Act, 2013; (16) Discussion with statutory auditors before the audit
commences, about the nature and scope of audit as
(b) Changes, if any, in accounting policies and well as post-audit discussion to ascertain any area of
practices and reasons for the same; concern;
(c) Major accounting entries involving estimates (17) To look into the reasons for substantial defaults in
based on the exercise of judgment by the payment to the depositors, debenture holders,
management; shareholders (in case of non-payment of declared
(d) Significant adjustments made in the financial dividends) and creditors;
statements arising out of audit findings; (18) To review the functioning of the whistle blower
(e) Compliance with listing and other legal mechanism;
requirements relating to financial statements; (19) Approval of appointment of chief financial officer
(f) Disclosure of any related party transactions; after assessing the qualifications, experience and
background, etc. of the candidate;
(g) Modified opinion(s) in the draft audit report;
(20) Carrying out any other function as is mentioned in
(5) Reviewing, with the management, the quarterly the terms of reference of the audit committee.
financial statements before submission to the board
(21) Reviewing the utilization of loans and/ or advances
for approval;
from/investment by the holding company in the
(6) Reviewing, with the management, the statement of subsidiary exceeding rupees 100 crore or 10% of
uses / application of funds raised through an issue the asset size of the subsidiary, whichever is lower
(public issue, rights issue, preferential issue, etc.), including existing loans / advances / investments
the statement of funds utilized for purposes other existing as on the date of coming into force of this
than those stated in the offer document / prospectus provision.
/ notice and the report submitted by the monitoring
The Audit Committee shall mandatorily review the following
agency monitoring the utilization of proceeds of
information
a public or rights issue, and making appropriate
recommendations to the board to take up steps in (1) Management discussion and analysis of financial condition
this matter; and results of operations;
(7) Reviewing and monitoring the auditor’s (2) Statement of significant related party transactions
independence and performance, and effectiveness (as defined by the audit committee), submitted by
of audit process; management;
(8) Approval or any subsequent modification of (3) Management letters / letters of internal control weaknesses
transactions of the listed entity with related parties; issued by the statutory auditors;
(9) Scrutiny of inter-corporate loans and investments; (4) Internal audit reports relating to internal control
weaknesses; and
(10) Valuation of undertakings or assets of the listed
entity, wherever it is necessary; (5) The appointment, removal and terms of remuneration of
the chief internal auditor shall be subject to review by the
(11) Evaluation of internal financial controls and risk audit committee.
management systems;
75
(6) Statement of deviations: iii. Devising a policy on diversity of board of directors;

(a) Quarterly statement of deviation(s) including report iv. Identifying persons who are qualified to become
of monitoring agency, if applicable, submitted to directors and who may be appointed in senior
stock exchange(s) in terms of Regulation 32(1). management in accordance with the criteria laid
(b) Annual statement of funds utilized for purposes other down, and recommend to the board of directors
than those stated in the offer document/prospectus/ their appointment and removal.
notice in terms of Regulation 32(7). v. Whether to extend or continue the term of
2) NOMINATION AND REMUNERATION COMMITTEE appointment of the independent director, on the
basis of the report of performance evaluation of
a) Composition, Meetings and attendance of the Committee
independent directors.
In compliance with the provisions of Section 178 of the
vi. Recommend to the Board, all remuneration, in
Companies Act, 2013 and Regulation 19 of the Securities
whatever form, payable to senior management.
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, Composition 3) STAKEHOLDERS RELATIONSHIP COMMITTEE
of Nomination and Remuneration Committee as on March
a) Composition, Meetings and attendance of the Committee
31, 2020 as follows:-
In Compliance with the provisions of Section 178(5) of the
Name of the Member Status Category
Companies Act, 2013 and Regulation 20 of the Securities
and Exchange Board of India (Listing Obligations
Mr. Avinash Parkash Gandhi Chairman Independent and Disclosure Requirements) Regulations, 2015, the
Director Stakeholders Relationship Committee has been constituted
Mr. Rakesh Chopra Member Independent to specifically look into the redressal of Shareholder and
Director Investor complaints and other Shareholders issues.
Mr. Ashok Kumar Jha Member Independent
Director At least three directors, with at least one being an
independent director, shall be members of the Committee.
Mr. Ajay Sancheti, Company Secretary and Compliance
Officer of the Company, is the Secretary to the Committee. The composition of the Stakeholders Relationship
Committee as on March 31, 2019 is as follows:
During the financial year under review Committee met Four
(4) times i.e. May 25, 2019, August 12, 2019, September 26, Name of the Member Status Category
2019 and January 10, 2020. Mr. Ashok Kumar Jha Chairman Independent
The particulars of meetings and attendance by the Director
Members of the Committee during the year under review Mr. Avinash Parkash Member Independent
are given in the table below: Gandhi Director
Mr. Laxman Ramnarayan Member Executive
Name of the No. of No. of Category Director &
Member Meeting(s) Meeting(s) Group CFO
held attended
Mr. Avinash Parkash 4 4 Independent
Officer of the Company, is the Secretary to the Committee.
Gandhi Director
Chairman Meetings
Mr. Rakesh Chopra 4 4 Independent
During the year, the Committee met on August 21, 2019.
Member Director
The attendance of Members at the meeting was as follows:
Mr. Ashok Kumar 4 4 Independent
Jha Director Name of the No. of No. of Category
Member Member Meeting(s) Meeting(s)
b) Terms of Reference held attended
The Nomination and Remuneration Committee has been Mr. Ashok Kumar 1 1 Independent
entrusted with the following responsibilities: Jha Director
Mr. Avinash 1 1 Independent
i. Formulation of the criteria for determining
Parkash Gandhi Director
qualifications, positive attributes and independence
of a director and recommend to the board of directors Mr. Laxman 1 1 Executive
a policy relating to, the remuneration of the directors, Ramnarayan Director &
key managerial personnel and other employees; Group CFO
ii. Formulation of criteria for evaluation of performance The Chairman of the Committee was present at the Annual
of independent directors and the board of directors; General Meeting held on September 26, 2019.
76
b) Terms of Reference 4) CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Chairperson of the Stakeholders Relationship a) Composition , Meetings and attendance of the Committee
Committee shall be present at the Annual General
The composition of the Corporate Social Responsibility
Meetings to answer queries of the Security Holders.
Committee as on March 31, 2020 is as follows:
The Stakeholders Relationship Committee shall meet at
least once in a year.
Role of the committee shall inter-alia include the following: Mrs. Pratima Ram Chairperson Independent
Director
(1) Resolving the grievances of the security holders
Mr. Avinash Parkash Member Independent
of the listed entity including complaints related to
Gandhi Director
transfer/transmission of shares, non-receipt of annual
report, non-receipt of declared dividends, issue of Mr. Ashok Minda Member Executive
new/duplicate certificates, general meetings etc. Director
(2) Review of measures taken for effective exercise of Mr. Ajay Sancheti, Company Secretary and Compliance
voting rights by shareholders. Officer of the Company, is also the Secretary to the
Committee.
(3) Review of adherence to the service standards
adopted by the listed entity in respect of various Meetings
services being rendered by the Registrar & Share During the year, the Committee met 1(One) time i.e. on
Transfer Agent. November 06, 2019. The attendance of Members at the
(4) Review of the various measures and initiatives taken meetings was as follows:
by the listed entity for reducing the quantum of
Name of the No. of No. of Category
unclaimed dividends and ensuring timely receipt of
Member Meeting(s) Meeting(s)
dividend warrants/annual reports/statutory notices
held attended
by the shareholders of the company.
Mrs. Pratima Ram 1 1 Independent
c) Shareholders Complaints and Disposal Thereof Chairperson Director
The complaints of the shareholders are either addressed Mr. Avinash 1 1 Independent
to the Company Secretary or Share Transfer Agent of the Parkash Gandhi Director
Company i.e. Skyline Financial Services Pvt. Ltd. Member
The number of shareholder’s complaint received during Mr. Ashok Minda 1 1 Executive
the year is 1 (One) and Number of Complaints not solved to Member Director
the satisfaction of shareholders is Nil. There is no pending
b) Role of Corporate Social Responsibility Committee
complaint as on the date of this report.
The role of the Corporate Social Responsibility Committee
The status of pending shareholder’s/ investor’s complaints
is as follows:
is regularly reviewed at the Board Meetings itself on
quarterly basis. (1) formulate and recommend to the Board, the
Corporate Social Responsibility Policy and the
There were no pending complaints or grievances at the
activities to be undertaken by the Company in areas
end of the year under review.
or subject, specified in Schedule VII.
Number of pending share transfer: There was no pending
(2) recommend the amount of expenditure to be
share transfer as on March 31, 2020. The Company
incurred on the activities referred to in clause (1)
generally attends to all queries of investors within a period
of fortnight from the date of receipt. (3) monitor the Corporate Social Responsibility Policy
from time to time
Investor can provide their feedback on the services
provided by the Company and its Registrar and Share (4) discharge such duties and functions as indicated in
Transfer Agent by filling Shareholder Satisfaction Survey the section 135 of the Companies Act, 2013 and Rules
form available in Investors Relation page on the website made thereunder from time to time and such other
of the Company at the web link:-https://sparkminda.com/ functions as may be delegated to the Committee by
satisfaction-form/ the Board from time to time
d) Name and Designation of the Compliance Officer (5) take all necessary actions as may be necessary or
desirable and also to settle any question or difficulty
Mr. Ajay Sancheti, Company Secretary is the Compliance
or doubts that may arise with regards to Corporate
Officer in terms of Regulation 6 of the Securities and
Social Responsibility activities/Policy of the Company
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
77
5) RISK MANAGEMENT COMMITTEE Name of the No. of No. of Category

In the Board Meeting held on May 28, 2019, the Board of Member Meeting(s) Meeting(s)
Directors has constituted Risk Management Committee held attended
pursuant to Regulation 21 of Securities and Exchange Board Mr. Laxman 2 2 Executive
of India (Listing Obligations and Disclosure Requirements) Ramnarayan Director &
Regulations, 2015. The Composition of the Committee is Group CFO
mix of executive and non-executive directors. Mr. Ashok Kumar 2 2 Independent
a) Composition, Meetings and attendance of the Committee Jha Director
*Mr. Ashim Vohra 2 1 COO
The composition of the Risk Management Committee as
on March 31, 2020 as follows: *Mr. Ashim Vohra has been appointed member of Risk
Management Committee w.e.f November 06, 2019
Mr. Laxman Ramnarayan Chairman Executive b) Terms of Reference
Director & a) To review risk management plan(s) of the Company;
Group CFO
b) To ensure effectiveness of risk management plan(s);
Mr. Ashok Kumar Jha Member Independent
Director c) To review the risk identified by business functions
Mr. Ashim Vohra Member COO and address them with mitigating actions on
continuous basis.
Officer of the Company, is also the Secretary to the d) To review the system of the Company to mitigate the
Committee. cyber security risk.
Meetings 6) SECURITIES ISSUE COMMITTEE
During the year, the Committee met 2(Two) time i.e. on The Company has formulated a non- mandatory committee
October 17, 2019 & March 30, 2020. The attendance of with composition of Mr. Sudhir Kashyap as Chairman, Mr.
Members at the meetings was as follows: Laxman Ramnarayan and Mr. Avinash Parkash Gandhi as
Member. Mr. Sudhir Kashyap has resigned w.e.f October
15, 2019.
There was no Securities Issue Committee meeting held
during the year 2019-20.
III. GENERAL BODY MEETINGS

1) ANNUAL GENERAL MEETING
i. Venue, Date & Time of last 3 (Three) Annual General Meetings:
AGM Financial Year Venue Date Time

34th 2018-19 “Lakshmipat Singhania Auditorium”, PHD House, PHD Chamber September 26, 2019 10:00 A.M.
of Commerce & Industry, 4/2 Siri Institutional Area, August Kranti
Marg, New Delhi-110016
33rd 2017-18 “Lakshmipat Singhania Auditorium”, PHD House, PHD Chamber July 30, 2018 10:00 A.M.
32nd 2016-17 “Lakshmipat Singhania Auditorium”, PHD House, PHD Chamber August 21, 2017 10:00 A.M.
78
ii. Special Resolutions passed in the previous 3 (Three) Annual General Meetings
Year Subject Matter of Special Resolution Date

2018-19 1. Re- appointment of Mr. Ashok Minda (DIN:00054727) as Chairman & Group CEO of the September 26, 2019
Company and fixation of remuneration
2. Appointment of Mr. Laxman RamNarayan (DIN: 03033960) as Executive Director of the
Company and approval of remuneration
3. Re-appointment of Mr. Ashok Kumar Jha (DIN:00170745) as an Independent Director of
the Company for a period of five years
4. Approval for payment of Commission to Non-Executive Director(s) of the Company
5. Enhancement of Borrowing Limits of the Board of Directors of the Company under
Section 180(1)(c) of the Companies Act, 2013
6. Authorization to the Board of Directors or a Committee thereof to Create Mortgage and/
or Charge on all or any of the movable and/or Immovable Properties of the Company
both Present and future
2017-18 Re-appointment of Mr. Sudhir Kashyap (DIN: 06573561) as Executive Director & CEO of the July 30, 2018
Company and Approval of Remuneration
2016-17 NIL August 21, 2017
iii. Whether special resolutions were put through postal ballot this year, details of voting pattern
The Company had not proposed any special resolutions through postal ballot during the year:
2) EXTRA-ORDINARY GENERAL MEETING release and presentations made to analysts are also
hosted on the Company’s website from time to time.
During the year, the Company has not conducted any
Extra-Ordinary General Meeting. 5. The Company organises an earnings call with analysts
and investors after the announcement of financial results.
3) PROCEDURE FOR POSTAL BALLOT
The transcript of the earnings call is also uploaded on the
During the year the Company had not proposed any Company’s website.
business through postal ballot. Hence no requirement to
6. The Company regularly interacts with the shareholders
follow the procedure for Postal Ballot.
through multiple channels of communication such as
IV. MEANS OF COMMUNICATION publication of results, Annual Report, press releases,
Analysts Call after the Board Meeting. The Company also
A timely disclosure of consistent, relevant and reliable
informs the Stock Exchanges in a prompt manner, all price
information on corporate financial performance is the core
sensitive information and all such other matters which in its
of good governance. Towards this end, major steps taken
opinion, are material and relevant for the shareholders.
are as under:
7. The Company’s website www.sparkminda.com contains a
Quarterly results & Website
separate dedicated section ‘Investor Section
1. The quarterly results of the Company were announced
V. GENERAL SHAREHOLDERS INFORMATION
within 45 (forty-five) days of end of quarter. In order
to attain maximum shareholders reach, the financial a) 35th Annual General Meeting
results of the Company during the year were published
Venue : Through Virtual Platform
in Economic Times, Financial Express, Mint and Jansatta
provided by NSDL
Newspapers time to time. The Company also ensures that
Time : 10:00 a.m.
financial results are promptly and prominently displayed
on Company’s Website www.sparkminda.com. Day & Date : Tuesday, September 29, 2020
For Financial Year : 2019-20
2. Information relating to shareholding pattern, compliance
with Corporate Governance norms etc., are available at b) Calendar of financial year ended March 31, 2020
our website www.sparkminda.com.
The meetings of Board of Directors for approval of
3. “Limited Review” reports on the un-audited financial quarterly/half-yearly financial results during the financial
results for the respective quarter(s) were also displayed year ended March 31, 2020 were held on the following
on Company’s website at www.sparkminda.com. dates:
4. Financial results are displayed on the website of the
Company viz., www.sparkminda.com. Official news/ press
79
First Quarter Results -August 12, 2019 dividend of ` 0.35 per share (i.e. 17.5%) per equity share (Face
Second Quarter/ -November 06, 2019 Value ` 2/- each) for 2019-20. This interim dividend is being
Half yearly Results placed in the notice of the ensuing Annual General Meeting
Third Quarter Results -February 06, 2020 for confirmation by the shareholders of the Company.
Fourth Quarter and Annual Results -July 15, 2020 Unclaimed Dividends and Transfer to IEPF
The gap between the third and fourth quarter meeting was Pursuant to Section 124 of Companies Act, 2013 and
more than 120 days due to spread of pandemic COVID-19. Investor Education and Protection Fund Authority
Ministry of Corporate affairs vide its circular no. General (Accounting, Audit, Transfer and Refund) Rules, 2016 (as
Circular No. 11 /2020 dated March 24, 2020 and SEBI vide amended from time to time), the Company has transferred
circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/38 dated the unpaid or unclaimed final dividend of ` 86,742/-
March 19, 2020 and thereafter vide circular No. SEBI/ (Rupees Eighty Six Thousand Seven Hundred Forty Two
HO/CFD/CMD1/CIR/P/2020/110 dated June 26, 2020 has Only) for the financial year 2011-12 on the due date to the
extended time gap between two meetings. Investor Education and Protection Fund (IEPF) administered
Tentative Calendar of Board meetings to approve quarterly by the Central Government. Pursuant to the Rule 5(8) of
financial results for the FY 2020-21 is given below: Investor Education and Protection Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016, the Company has
First Quarter Results August 13, 2020 uploaded the details of unpaid and unclaimed amounts
Second Quarter/ November 05, 2020 lying with the Company as on September 26, 2019 (date
Half yearly Results of last Annual General Meeting) on the website of the
Third Quarter Results February 06, 2021 Company (www.sparkminda.com) and also on the website
Fourth Quarter and Annual Results May 28, 2021 of the Ministry of Corporate Affairs.
c) Dividend As per Regulation 43 of the Securities and Exchange Board
For the year 2019-20, directors have not recommended of India (Listing Obligations and Disclosure Requirements)
any final dividend. The Company has already paid Interim Regulations, 2015, no shares are lying in the suspense
account of the Company.
Detail of Dividend declared by the Company for the last 5 Years
Financial Interim Dividend Interim Dividend per Final Dividend Final Dividend per Total Dividend per
Year declared on Share (In `) & % declared on share (In `) & % share (In `) & %
2019-20 February 06, 2020 0.35 (17.50%) NIL NIL 0.35 (17.50%)
2018-19 February 07, 2019 0.25 (12.50%) May 28, 2019 0.45 (22.50%) 0.70 (35.00%)
2017-18 February 12, 2018 0.25 (12.50%) May 28, 2018 0.35 (17.50%) 0.60 (30.00%)
2016-17 February 13, 2017 0.20 (10.00%) May 24, 2017 0.30 (15.00%) 0.50 (25.00%)
2015-16 February 09, 2016 0.20 (10.00%) May 27, 2016 0.30 (15.00%) 0.50 (25.00%)
d) Fees Paid to Statutory Auditors
The details of total fees for all services paid by the Company and its subsidiaries, on a consolidated basis, to the statutory
auditor and all the entities in the network firm/network entity of which the statutory auditor is a part, are as follows:
(` in million)
Type of Service Financial Year Ended
March 31, 2020
Statutory audit 6
Limited reviews includes consolidation 4
Others 2
Reimbursement of expenses 2
Total 14
e) Listing on Stock Exchanges and Scrip Codes
Sl. No. Name & Address of the Stock Exchange Scrip Code
1 National Stock Exchange of India Limited MINDACORP
Exchange Plaza, Bandra Kurla Complex, Bandra (East), Mumbai – 400051
2 BSE Limited 538962
P.J Towers, Dalal Street Fort, Mumbai-400 001
3 ISIN allotted by Depositories INE842C01021
(Company ID Number)
80
The Annual Listing Fees for the listed equity shares of the Company, pertaining to the year 2020-21 has been paid to the
concerned Stock Exchanges on demand. The Company has also made the payment of the Annual Custodian Fees to National
Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), for the financial year 2020-21,
based on the folio/ISIN positions as on March 31, 2020.
f) Market Price Data
MCL’s share price on NSE 2019-20
(Amount in `)
Month Open High Price Low Price Close No.of No. of Total Deliverable % Deli. Qty to
Price Price Shares Trades Turnover Quantity Traded Qty
Apr-19 137.0 141.5 126.7 127.1 1,410,949 22,603 190,345,993 989,129 70%
May-19 129.9 132.0 107.8 118.9 2,524,399 42,679 308,056,643 1,556,664 62%
Jun-19 120.4 120.6 105.0 110.5 1,170,269 22,900 131,072,791 771,443 66%
Jul-19 111.5 112.4 82.1 84.0 2,919,476 27,729 300,604,454 2,304,161 79%
Aug-19 83.5 105.6 65.6 99.3 4,369,584 53,273 398,827,138 2,118,560 48%
Sep-19 99.9 101.4 85.1 95.2 2,709,963 44,247 257,308,491 1,783,405 66%
Oct-19 95.2 102.4 80.2 99.6 2,663,072 36,083 246,500,643 1,239,162 47%
Nov-19 102.4 104.5 85.7 90.8 4,942,048 74,728 482,458,255 2,277,214 46%
Dec-19 90.8 108.4 86.3 100.4 6,008,035 73,566 580,421,089 2,826,766 47%
Jan-20 101.0 117.3 96.2 103.0 8,228,796 90,981 883,638,610 3,560,607 43%
Feb-20 102.4 122.0 95.1 107.0 8,400,200 100,282 949,862,769 3,394,691 40%
Mar-20 109.0 111.4 56.2 57.7 4,503,962 63,093 344,693,411 3,042,934 68%
140
130
120
110
90
80
70
60
50
40
Apr-19 May-19 Jun-19 Jul-19 Aug-19 Sep-19 Oct-19 Nov-19 Dec-19 Jan-20 Feb-20 Mar-20
Share
127.1 118.9 110.5 84.0 99.3 95.2 99.6 90.8 100.4 103.0 107.0 57.7
Price
81
MCL’s share price on BSE 2019-20

(Amount in `)
Month Open High Price Low Price Close No.of No. of Total Deliverable % Deli. Qty to
Price Price Shares Trades Turnover Quantity Traded Qty
Apr-19 139.9 141.6 126.6 126.9 81,501 2,024 10,995,885 43,849 54%
May-19 128.4 130.6 108.2 118.6 166,166 6,162 20,156,721 81,715 49%
Jun-19 121.9 122.0 105.0 110.5 128,148 2,502 14,626,887 72,418 57%
Jul-19 111.0 112.3 82.4 84.0 119,402 3,095 12,104,826 63,947 54%
Aug-19 85.5 105.6 65.5 99.0 396,830 8,815 35,445,542 146,695 37%
Sep-19 99.0 103.0 86.0 95.6 432,028 12,599 39,446,680 283,986 66%
Oct-19 93.6 101.9 80.0 99.6 207,143 7,863 19,147,468 100,951 49%
Nov-19 108.0 108.0 85.2 90.7 367,247 13,095 35,823,518 161,456 44%
Dec-19 90.1 110.0 85.1 100.2 376,585 13,788 36,910,933 161,569 43%
Jan-20 101.1 117.3 96.3 102.3 592,871 23,887 62,723,820 317,223 54%
Feb-20 102.6 122.0 95.7 106.8 1,036,769 19,329 114,347,019 668,156 64%
Mar-20 117.0 117.0 56.1 57.6 239,382 10,373 18,733,381 127,636 53%
140
130
120
110
90
80
70
60
50
40
Apr-19 May-19 Jun-19 Jul-19 Aug-19 Sep-19 Oct-19 Nov-19 Dec-19 Jan-20 Feb-20 Mar-20
Share
126.9 118.6 110.5 84.0 99.0 95.6 99.6 90.7 100.2 102.3 106.8 57.6
Price
g) Market Price Data & Share price performance including i) Share Transfer System & RTA
Company’s equity share price comparison with BSE
In accordance with the proviso to Regulation 40(1) of the
Sensex and S&P CNX Nifty
Listing Regulations, effective from April 1, 2019, transfers
BSE NSE of shares of the Company shall not be processed unless
the shares are held in the dematerialized form with a
MCL Sensex MCL Nifty
depository. Accordingly, shareholders holding equity
2019-20 (58.9%) (24.2%) (57.9%) (26.3%)
shares in physical form are urged to have their shares
2018-19 (26.0%) 13.2% (26.1%) 13.8% dematerialized so as to be able to freely transfer them and
h) Registrar & Share Transfer Agent: participate in various corporate actions.
M/s Skyline Financial Services Private Limited, The Company obtains half-yearly certificate of compliance
(CIN: U74899DL1995PTC071324) related to the share transfer formalities from a Company
Address:- D-153/A, Ist Floor, Okhla Industrial Area, Phase-1, Secretary in practice as required under Regulation 40(9)
New Delhi- 110 020, India. of the Listing Regulations and files a copy of the certificate
Email: [email protected] Phone: +91 011-26812682, 83, simultaneously with the Stock Exchanges under Regulation
+91 011-40450193-97 40(10) of the Listing Regulations.
82
j) Details of shareholding as on March 31, 2020 k) Dematerialization of Shares and Liquidity
Category No. of Shareholding The shares of the Company fall under the category of
shares held (%) compulsory delivery in dematerialized form by all categories
Promoter & Promoters 154748678 68.10 of investors. The Company has signed agreements with
Group both the Depositories i.e. National Securities Depository
Financial Institutions, 10282831 4.52 Limited and Central Depository Services Limited.
Banks, Mutual Funds
&Venture Capital As on March 31, 2020 the number of shares held in
NRI, Foreign Nationals, 20960867 9.22 dematerialized and physical mode is as under:
OCBs, FPI and FIIs
Bodies Corporate 8288523 3.65 Category No. of equity % of total
Public Trusts 624 0.00 shares capital issued
MCL- ESOP Trust 4753640 2.09 Held in dematerialized 17,94,87,711 78.99
Others - Indian Public 28187122 12.42 form in NSDL
Total 227222285 100.00 Held in dematerialized 4,76,24,313 20.96
form in CDSL
DISTRIBUTION OF EQUITY SHARE CAPITAL AS ON: 31/03/2020
EQUITY SHARE CAPITAL: ` 45,44,44,570/- Physical 1,10,261 0.05
Total 22,72,22,285 100.00
Nominal Value of Each Share: ` 2.00
l) Public issue, right issue, preferential issue and GDR/ADR
Share or Number of % to Total Share % to etc.
Debenture Shareholders Numbers holding Total
holding Amount Amount During the year under review, the Company has not made
Nominal any Public Issue, Right Issue, Preferential Issue etc. The
Value Company has not issued any Global Depository Receipt /
(`) (`) American Depository Receipt / Warrant or any convertible
1 2 3 4 5 instrument, which is likely to have an impact on the
Up To 34625 97.91 14302922 3.15 Company’s equity.
5,000
5001 To 380 1.07 2764510 0.61 m)
Commodity price risk or foreign exchange risk and
10,000 hedging activities
10001 To 182 0.51 2628198 0.58
During the FY 2019-20 the Company had managed the
20,000
foreign exchange and commodity price risk and hedged
20001 To 50 0.14 1237624 0.27
30,000 to the extent considered necessary. The Company enters
30001 To 26 0.07 928046 0.2 into forward contracts for hedging foreign exchange and
40,000 commodity exposures. The details of foreign currency and
40001 To 16 0.05 727106 0.16 commodity exposure are disclosed in Note No 2.48(e) to
50,000 the Standalone Financial Statements.
50001 To 24 0.07 1698998 0.37
1,00,000 a. otal Exposure of the Company to Commodities:-
T
1,00,000 60 0.17 430157166 94.66 ` 4307.2 Million
and Above
Total 35363 100 454444570 100
b. Exposure of the Company to various Commodities:-
% of such exposure hedged through commodity Total

derivatives
Domestic Market International Market
OTC Exchange OTC Exchange
Commodity Exposure in Exposure in
Name INR (Million) quantity terms
towards a towards a particular
particular commodity
commodity
Copper 2446.2 5334 Tons - 0.4% - - 0.4%
Zinc 934.5 4456 Tons - 7.6% - - 7.6%
Aluminium 926.5 6779 Tons - 0.7% - - 0.7%
83
n) Credit Ratings Name of the Website link

There is no change in the credit rating during the year Policy
under review. Both the rating agencies India Ratings and Code of https://sparkminda.com/wp-content/
Research (Ind-Ra) and CRISIL have re-affirmed the credit Conduct for uploads/2020/04/Code-of-Conduct.
rating of Minda Corporation Limited, which is as follows:- Board Members pdf
and Senior
Rating Agencies Instrument Ratings
Management
India Ratings & Term Loan IND AA-/Stable
Research (Fund-based and Non- IND AA-/Stable Code of Conduct https://sparkminda.com/wp-content/
fund-based) Working for Prevention of uploads/2020/04/Code-of-Conduct-
Capital Limits Insider Trading under-Insider-Trading.pdf
Long-term Rating CRISIL A+/ Corporate Social https://sparkminda.com/wp-content/
Stable Responsibility uploads/2020/04/Policy-on-
Short- term CRISIL A1 Policy Corporate-Social-Responsibility.pdf
Rating
Business https://sparkminda.com/wp-content/
o) Details of utilization of funds raised through qualified Responsibility uploads/2020/04/Business-
institutions placement as specified under Regulation 32 Policy Responsibility-Policy.pdf
(7A):-
Dividend https://sparkminda.com/wp-content/
The Company has kept the fund raised through qualified Distribution Policy uploads/2020/04/Dividend-Policy.pdf
institutional placement in fixed deposits and interest Nomination https://sparkminda.com/wp-content/
income is generating on it. Remuneration uploads/2020/04/Nomination-
p) Location of Plants and Board Remuneration-and-Board-Diversity-
Diversity Policy Policy.pdf
Location of all plants is available on the website of
the Company at https://sparkminda.com/wp-content/ Policy on https://sparkminda.com/wp-content/
uploads/2020/08/Plant-Location-1.pdf Determination uploads/2020/04/Policy-on-
and Disclosure Determination-and-Disclosure-of-
q) Address for Correspondence of Materiality of Materiality-of-Events.pdf
The Shareholders may address their communication / Events
grievances / queries /suggestions to: Policy For https://sparkminda.com/wp-content/
Determining uploads/2020/04/Policy-on-Material-
i. With the Mr. Ajay Sancheti
Material Non-Listed-Subsidiary.pdf
Company: Company Secretary & Compliance
Non-Listed
Officer
Subsidiaries
Plot No. 404-405, 5th Floor, Related Party https://sparkminda.com/wp-content/
Sector-20, Udyog Vihar, Transactions uploads/2020/04/Related-Party-
Phase-III, Gurugram- 122016 Policy Transactions-Policy.pdf
Ph.: 0124-4698400 Maintenance and https://sparkminda.com/wp-content/
E-mail: investor@mindacorporation. Preservation of uploads/2020/04/Policy-for-
com Documents and Maintenance-and-Preservation-of-
Website: www.sparkminda.com Archival Policy Documents.pdf
Code of Practices https://sparkminda.com/wp-content/
ii. With the R & T Skyline Financial Services Private
and Procedures uploads/2020/07/Code-of-Practices-
Agent: Limited
for Fair Disclosure Procedures-for-fair-disclosure-of-
D-153/A, Ist Floor,
of Unpublished UPSI.pdf
Okhla Industrial Area,
Price Sensitive
Phase – I, New Delhi–110 020;
Information
Email- [email protected],
Tel: +91 011-26812682, 83, Whistle Blower https://sparkminda.com/wp-content/
+91 011-40450193-97 Policy uploads/2020/04/Whistle-Blower-
Policy.pdf
r) Governance Policies
Code of conduct https://sparkminda.com/wp-content/
In line with Company’s philosophy for adhering to of Employees uploads/2020/05/Code-of-Conduct-
ethical and governance standards and ensure fairness, of-Employees.pdf
accountability, responsibility and transparency to all its
stakeholders, Company’s, inter-alia, has the following In constant efforts to strengthen and benchmark our
policies and codes in place. All the policies have been policies, we continuously review, revisit and realign them
uploaded on the website of the Company:- with best practices.
84
VI DISCLOSURES A complaint under the policy may be made to the

designated officials and to the Audit Committee in terms of
a)
Disclosures on materially significant related party
the Policy. During the year, no employee of the Company
transactions that may have potential conflict with the
has been denied access to the Audit Committee.
interest of the Company at large.
d)
Policy against Prevention of Sexual and Workplace
During the year, the Company has not entered into any Harassment
materially significant transaction with the Directors, their
relatives or management which is in conflict with the The Company values the dignity of individuals and is
interest of the Company. committed to provide an environment, which is free of
discrimination, intimidation and abuse.
The transactions with the related parties, namely its
promoters, its subsidiaries and associate companies etc. The Company has put in place a policy on redressal of
Sexual Harassment and a Policy on redressal of Workplace
of routine nature have been reported elsewhere in the
Harassment as per the Sexual Harassment of Women at
annual report as per IND-AS-24 issued by the Institute of
Workplace (Prevention, Prohibition and Redressal) Act, 2013
Chartered Accountants of India (ICAI).
(“Sexual Harassment Act”). As per the policy, any employee
b) Details of any non-compliance by the Company: There may report his / her complaint to the Redressal Committee
were no instances of non-compliances by the Company formed for this purpose or their Manager or HR personnel.
on any matter related to capital market. The Company We affirm that adequate access was provided to any
has complied with the requirements of Listing Agreement complainant who wished to register a complaint under the
as well as regulations and guidelines prescribed by the policy, during the year. Details of the Complaint as follows:-
Securities and Exchange Board of India (SEBI). There
Number of Number of Number of
were no penalties or strictures have been imposed on the
complaints complaints complaints
Company by the Stock Exchanges or SEBI or any Statutory filed during disposed of during pending as on end
Authority on any matter related to capital markets for non- the financial the financial year of the financial
compliance by the Company during the last three years on year year
any matter related to capital market. However Pursuant to NIL NIL NIL
Regulation 44(3) of SEBI LODR, BSE has imposed penalty
e) Insider Trading Code in Terms of SEBI (Insider Trading)
of ` 11,800 (Eleven Thousand Eight Hundred only) for Non-
Regulations, 2015
submission of voting results within forty eight hours of
conclusion of general meeting. A penalty of ` 10,000 was The Board has formulated the Code of Practice for Fair
also imposed by NSE, which was subsequently waived by Disclosure of Un-Published Price Sensitive Information
NSE vide its letter dated March 18, 2020 upon request from and the Code of Conduct for regulating, monitoring and
the Company based on the facts that Company was given reporting of Trading of Shares by Insiders in terms of the
2 weeks’ time by Hon’ble NCLT to submit the report of SEBI (Prohibition of Insider Trading) Regulations, 2015, as
voting results i.e. by March 11, 2019. Accordingly, Company amended from time to time (“Regulation”). The Board has
had submitted the voting results to Exchange on March 11, also formulated and adopted a Policy on Determination of
2019. Now BSE has imposed penalty under Regulation 44(3) Legitimate Purpose as per the provisions of the Regulation.
of SEBI LODR, 2015, for the same violation. The Company The above code lays down guidelines, procedures to
has filed its waiver request to BSE as well. be followed and disclosures to be made while dealing
with shares of the Company and cautioning them on
c) Vigil Mechanism and Whistle Blower Policy consequences of non-compliances. The copy of the same
The Company is committed to develop a culture of highest is available on the website of the Company at https://
standards of ethical, moral and legal business conduct sparkminda.com/wp-content/uploads/2020/04/Code-of-
wherein it is open for communication regarding the Conduct-under-Insider-Trading.pdf
Company’s business practices, avenues for employees to f) Details of compliance with mandatory requirements and
raise concerns about any poor or unacceptable practice adoption of non-mandatory requirements
and to protect employees from unlawful victimization,
retaliation or discrimination for their having disclosed The Company has complied with all the mandatory
or reported fraud, unethical behavior, violation of Code requirements of the Securities and Exchange Board of India
of Conduct, questionable accounting practices, grave (Listing Obligations and Requirements) Regulations, 2015.
misconduct etc. The Company has also adopted some of the discretionary
requirements as stated bellow:
To enforce the above, the Board of Directors has laid down
Whistle Blower Policy for Directors and employees of the i. Reporting of Internal Auditor
Company, to report concerns about unethical behavior, In accordance with the provisions of Section 138 of the
actual or suspected fraud or violation of the company’s Companies Act, 2013, the Company has appointed two
code of conduct or ethics policy. Further, the Company Internal Auditor(s), who reports to the Audit Committee.
affirms that no personnel have been denied access to Internal audit report(s) are submitted to the Audit
Audit Committee on any issue related thereto. Committee which reviews the audit reports and suggests
necessary action.
85
ii. Lead Independent Director During the last quarter, the reconciliation of share capital
audit report illustrate that ` 45,44,44,570/- is the issued
There is a Lead Independent Director to liaise on their
Capital and ` 45,44,44,570 /- is the listed Capital.
behalf and ensure the Board’s effectiveness to maintain
high-quality governance of the organisation and effective k) Material Subsidiary
functioning of the Board.
Regulation 16 of the Securities and Exchange Board of
iii. Live Web casting India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 defines a ‘material subsidiary a
Company is proving facility of live webcast of proceedings
subsidiary, whose income or net worth exceeds 10%
of the Annual General Meeting to the shareholders of the
(ten percent) of the consolidated income or net worth
Company through Company’s website and YouTube from
respectively, of the listed entity and its subsidiaries in the
last 3 years.
immediately preceding accounting year.
iv. Tablet Based Electronic Voting Facility
During the year under review, the Company has “Minda
The company is providing tablet based electronic voting KTSN Plastic Solutions GmbH & Co. KG, Germany” and
system to its shareholders at the Annual General Meeting Minda Stoneridge Instruments Limited as its ‘material
from last two years to avoid invalidity of votes due to subsidiaries’.
clerical mistakes in filling the physical ballot form and non- l) Disclosure of Accounting Treatment: The Company
matching of signature etc. It is helps to save papers and has prepared its financial statement as per the IND-AS
environment friendly also. prescribed by the Institute of Chartered Accountants
g) Modified opinion(s) in Audit report: of India (ICAI). There is no deviation in the Accounting
Treatment & disclosers.
During the year under review, there was no audit
qualification on your Company’s financial statements. m) Risk Management: The Company has Risk Management
Committee for the risk assessment and to decide
h) Subsidiary Companies
on minimization procedures. These procedures are
Your Company has subsidiaries as disclosed in AOC- periodically reviewed by the Risk Management Committee
1, attached with the financial statements. The Board to ensure that executive management controls risk through
of Directors of the Company formulated a policy for means of a properly defined framework.
determining “material” subsidiaries. The said Policy has
been placed on the website of the Company. n) Certificate from a Company Secretary in practice: Pursuant
to Regulation 34(3) and Schedule V Para C Clause (10)(i) of
i) Related Party Transactions the SEBI (Listing Obligations and Disclosure Requirements)
The Company had formulated a policy on materiality of Regulations, 2015, the Company has received certificate
Related Party Transactions and also on dealing with such from a Company Secretary in practice that none of the
Related Party Transactions. directors on the board of the company have been debarred
or disqualified from being appointed or continuing as
All related party transactions entered by the Company
directors of companies by the Board/Ministry of Corporate
including material significant related party transactions, if
Affairs or any such statutory authority. Certificate from
any, are being disclosed in the Notes to Accounts forming
Practicing Company Secretary is annexed with this report.
part of the Annual Report The transactions during the
financial year 2019-20, with the related parties has been o) Declaration as required under Regulation 34(3) and
done in accordance with the provisions as laid down Schedule V of the Listing Regulations: All Directors and
under the Companies Act, 2013 and Regulation 23 of the senior management personnel of the Company have
Securities and Exchange Board of India (Listing Obligations affirmed compliance with Company’s Code of Conduct for
and Disclosure Requirements) Regulations, 2015. The the financial year ended March 31, 2020.
necessary approvals from the Audit Committee were
obtained, wherever required. p) Secretarial Audit pursuant to Regulation 24A SEBI (Listing
Obligations and Disclosure Requirements) (Amendment)
The Policy on Related party transaction is available at our Regulations, 2018: Pursuant to Regulation 24A of the
website www.sparkminda.com.
SEBI (Listing Obligations and Disclosure Requirements)
j) Reconciliation of Share Capital Audit Regulations, 2015, read along with SEBI Circular CIR/CFD/
CMD1/27/2019 dated February 8, 2019, the Company
As stipulated by Securities and Exchange Board of India
has obtained certificate and shall be filed with the Stock
(SEBI), a Qualified Practicing Company Secretary carried
Exchange within the statutory timeline as prescribed by the
out audit on a quarterly basis to reconcile the total admitted
capital with National Securities Depository Limited (NSDL) SEBI in this regard vide its notification dated 25.06.2020.
and Central Depository Services (India) Limited (CDSL) and q) CEO/CFO Certificate: The Executive Director and
physical and the total issued and listed capital. Chief Financial Officer of the Company have provided
compliance certificate to the Board in accordance with
86
Regulation 17 (8) of the Securities and Exchange Board of regulation 2 of regulation 46 read with schedule V (E) of the
India (Listing Obligations and Disclosure Requirements) Securities and Exchange Board of India (Listing Obligations
Regulations, 2015. and Disclosure Requirements) Regulations, 2015. The
Company has submitted the quarterly compliance report
r) Compliance
to the stock exchanges within the prescribed time limit.
i. The Company is in the compliance with corporate The compliance certificate is also sent annually to all the
governance requirements specified in regulation 17 to 27 shareholders of the Company.
and clause (b) to (i) of sub- regulation 2 of regulation 46 of
ii.
There is no non-compliance of any requirement of
Exchange Board of India (Listing Obligations and Disclosure
corporate governance report of sub-paras (2) to (10) of
Requirements) Regulations, 2015. The Company has also
part C of Schedule V of Securities and Exchange Board
obtained a compliance certificate from M/s Sanjay Grover
of India (Listing Obligations and Disclosure Requirements)
& Associates, Practicing Company Secretaries regarding
Regulations, 2015.
compliance of the conditions of Corporate Governance as
stipulated in regulation 17 to 27 and clause (b) to (i) of sub-
87
DECLARATION BY CHAIRMAN & GROUP CEO REGARDING ADHERENCE TO THE

CODE OF BUSINESS CONDUCT AND ETHICS
To
The Members of the Company
A-15, Ashok Vihar, Phase-1
Delhi - 110052
I hereby declare that all the Board Members and the Senior Management Personnel are aware of the provisions of the Code of Conduct
laid down by the Board. Pursuant to Regulation 26(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
all Board Members and Senior Management Personnel have affirmed compliance with the said Code of Conduct.
Sd/-
Ashok Minda
Date: July 15, 2020 DIN No. 00054727
CEO AND CFO CERTIFICATION

We, Ashok Minda, Chairman & Group CEO and Laxman Ramnarayan, Executive Director & Group CFO of Minda Corporation Limited
to the best of our knowledge and belief, certify that:
A. We have reviewed financial statements and the cash flow statement for the year ended on March 31, 2020 and that to the best
of our knowledge and belief:
1. these statements do not contain any materially untrue statement or omit any material fact or contain statements that might
be misleading;
2. these statements together present a true and fair view of the Company’s affairs and are in compliance with existing
accounting standards, applicable laws and regulations.
B. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are
fraudulent, illegal or violative of the Company’s code of conduct;
C. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated
the effectiveness of the internal control systems of the Company pertaining to financial reporting and we have disclosed to the
auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware
and the steps we have taken or propose to take to rectify these deficiencies.
D. We have indicated to the auditors and the Audit committee:
1. significant changes in internal control over financial reporting during the year;
2. significant changes in accounting policies during the year and that the same have been disclosed in the notes to the
financial statements; and
3. instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or
an employee having a significant role in the Company’s internal control system over financial reporting.
Sd/- Sd/-
Ashok Minda Laxman Ramnarayan
Place: Gurugram Chairman & Group CEO Executive Director & Group CFO
Date: July 15, 2020 DIN No. 00054727 DIN: - 03033960

88
Corporate Governance Certificate
To
The Members
We have examined the compliance of conditions of Corporate Governance by Minda Corporation Limited (“the Company”), for the
financial year ended March 31, 2020, as stipulated under Regulations 17 to 27 and clauses (b) to (i) of Regulation 46(2) and Para C, D
and E of Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).
The compliance of conditions of Corporate Governance is the responsibility of the management of the Company. Our examination
was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of
Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has
complied with the conditions of Corporate Governance as stipulated under Regulations 17 to 27 and clauses (b) to (i) of Regulation
46(2) and Para C, D and E of Schedule V to the Listing Regulations.
We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness
with which the management has conducted the affairs of the Company.
For Sanjay Grover & Associates

Company Secretaries
Firm Registration No.: P2001DE052900
Sd/-
Date: July 15, 2020 Partner
Place: New Delhi CP No.: 13700
UDIN: F008488B000455594
89
CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(Pursuant to Regulation 34(3) and Schedule V Para C Clause (10)(i) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015)
To,
The Members of
A-15, Ashok Vihar, Phase – 1,
New Delhi - 110052.
That Minda Corporation Limited (CIN: L74899DL1985PLC020401) is having its registered office at A-15, Ashok Vihar, Phase – 1, New
Delhi - 110052(hereinafter referred as “the Company”). The equity shares of the Company are listed on BSE Limited and National
Stock Exchange of India Limited.
1. We have examined the relevant disclosures received from the Directors, registers, records, forms, and returns maintained by
the Company and produced before us by the Company for the purpose of issuing this Certificate, in accordance with Regulation
34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
2. In our opinion and to the best of our information and according to the verifications and examination of the disclosures under
section 184/189, 170, 164, 149 of the Companies Act, 2013 (the Act) and DIN status at the portal, www.mca.gov.in, as considered
necessary and explanations furnished to us by the Company and its officers, we certify that none of the below named Directors
on the Board of the Company as on March 31, 2020 have been debarred or disqualified from being appointed or continuing
as directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such statutory
authority:
Sr. No. Name of Director Director Identification Number (DIN) Date of Appointment in Company
1. Mr. Ashok Minda 00054727 22/07/1987
2. Mr. Rakesh Chopra 00032818 27/05/2010
3. Mr. Avinash Parkash Gandhi 00161107 28/01/2006
4. Mr. Ashok Kumar Jha 00170745 14/11/2014
5. Mr. Laxman Ramnarayan 03033960 24/05/2017
6. Mrs. Pratima Ram 03518633 10/11/2016
3. Ensuring the eligibility of the appointment / continuity of every Director on the Board is the responsibility of the management
of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an
assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has
conducted the affairs of the Company.
4. This certificate is based on the information and records available up to this date and we have no responsibility to update this
certificate for the events and circumstances occurring after the date of the certificate.
For Sanjay Grover & Associates

Company Secretaries
Firm Registration No.: P2001DE052900
Sd/-
Partner
Place: New Delhi CP No.:13700
Date: July 15, 2020 FCS No. F8488
UDIN: F008488B000455539
90
CORPORATE OVERVIEW management REPORTS FINANCIAL STATEMENTS
BUSINESS RESPONSIBILITY REPORT 2019-20

Section-A
1 Corporate Identity Number (CIN) of the Company L74899DL1985PLC020401

2 Name of the Company Minda Corporation Limited
3 Registered address A-15, Ashok Vihar, Phase-I, Delhi-110052
4 Website www.sparkminda.com
5 E-mail id [email protected]
6 Financial Year reported 2019-20
7 Sector(s) that the Company is engaged in
(industrial activity code-wise)
Product Description NIC Code of the Product of the Services
1. Lock Kits & Lock Sets for Automobiles 25934
2. Wiring harness & components for Automobiles 27320
3. Starter Motor & Alternator 2710 & 29304
4. Aftermarket- Trading in Automotive Component 4530
5. Casting of non-ferrous metals 24320
8 List three key products/services that the Company manufactures/ Wiring Harness, Lock Kits, & Lock Sets and Casting of non-
provides (as in balance sheet) ferrous metals
9 Total number of locations where business activity is undertaken
by the Company
a) Number of International Locations 5 (Five) including subsidiaries
b) Number of National Locations 19 (Nineteen) including Group Corporate Office
10 Markets served by the Company – Local/State/National/ Asia (including all over India), Europe, North America and
International South America
SECTION B
FINANCIAL DETAILS OF THE COMPANY
S. Financial Details of the Company FY 2019-20 FY 2018-19

No (` in Million) (` in Million)
1 Paid up Capital 454 454
2 Total Turnover 21305 23708
3 Total profit/(loss) after taxes (2411) 1606
4 Total Spending on Corporate Social Responsibility (CSR) as Our total spend on CSR for FY2019-20 is ` 36.94 Million
percentage of profit after tax (%) which is more than 2% of average net profits of the last 3
financial years.
5 List of activities in which expenditure in 4 above has been - Promoting Women Empowerment,
incurred in the FY 2019-20 - Empowerment of persons with disabilities,
- Education & Skilling,
- Community infrastructure project
91
SECTION C
OTHER DETAILS
1 Does the Company have any Subsidiary Company/ Companies? Yes

2 Do the Subsidiary Company/Companies participate in the The subsidiary companies are not required to comply with
(Business Responsibility) BR Initiatives of the parent company? the Business Responsibility in initiatives as per the laws
If yes, then indicate the number of such subsidiary company(s) applicable to them.
3 Do any other entity/entities (e.g. suppliers, distributors etc.) The company actively engages with its suppliers through
that the Company does business with, participate in the BR its BR initiatives. Currently percentage of suppliers covered
initiatives of the Company? If yes, then indicate the percentage under this initiative is less than 30%
of such entity/entities?
Less than 30%
30%-60%
More than 60%
SECTION D
BR INFORMATION
1 Details of Director/Directors responsible for BR:
(a) Details of the Director responsible for implementation of the BR policy/policies
DIN 03033960
Name Mr. Laxman Ramnarayan
Designation Executive Director & Group CFO
(b) Details of the BR Head
Particulars Details
Name Mr. Ajay Sancheti
Designation Company Secretary & Compliance officer
Telephone number 0124-4698400
E-mail id [email protected]
Principle 1 Principle 2 Principle 3

Business should conduct and Businesses should provide Business should promote the
govern themselves with Ethics, goods and services that are safe well-being of all employees
Transparency and Accountability and contribute to sustainability
throughout their life cycle

Businesses should respect the interest Business should respect and Business should respect, protect
of and be responsive towards all promote human rights and make efforts to restore the
stakeholders, especially those who are environment
disadvantaged, vulnerable & marginalised

Businesses when engaged in Business should support inclusive Business should engaged with and
influencing public and regulatory growth and equitable development provide value to their customers and
policy should do so in a consumers in a responsible manner
responsible manner
92
2. Principle-wise Business Responsibility Policy/ Policies
S. Questions Principle (Yes / No)

No P1 P2 P3 P4 P5 P6 P7 P8 P9
1 Do you have a policy/ policies for.... Yes
2 Has the policy being formulated in consultation with the relevant Yes
stakeholders?
3 Does the policy conform to any national / international standards? Yes
If yes, specify?
4 Has the policy being approved by the Board? Is yes, has it been Yes
signed by MD/ owner/ CEO/ appropriate Board Director?
5 Does the company have a specified committee of the Board/ Yes
Director/ Official to oversee the implementation of the policy?
6 Indicate the link for the policy to be viewed online? https://sparkminda.com/wp-content/
uploads/2020/04/Business-Responsibility-Policy.pdf
7 Has the policy been formally communicated to all relevant internal Yes
and external stakeholders?
8 Does the company have in-house structure to implement the Yes
policy/ policies?
9 Does the Company have a grievance redressal mechanism Yes
related to the policy/ policies to address stakeholders’ grievances
related to the policy/ policies?
10 Has the company carried out independent audit/ evaluation of the Yes
working of this policy by an internal or external agency?
*The whistle blower policy, code of conduct, Code of Conduct under Insider Trading, prevention of sexual harassment policy and
Corporate Social Responsibility Policy are framed as per the requirements of the respective legislations of India.
b) If answer to the question at serial number 1 against any principle, is ‘No’, please explain why: (Tick up to 2 options):
- Not Applicable
3 Governance related to Business Responsibility
S. Particulars
No
a) Indicate the frequency with which the Board of Directors, Regular monitoring is being done of BR initiatives and complete
Committee of the Board or CEO to assess the BR assessment is done on need basis, from time to time.
performance of the Company. Within 3 months, 3-6
months, Annually, More than 1 year
b) Does the Company publish a BR or a Sustainability Company has published Business Responsibility Report annually
Report? What is the hyper-link for viewing this report? How as part of the annual report. The same can be accessed at our
frequently it is published? website www.sparkminda.com at https://sparkminda.com/wp-
content/uploads/2018/07/Business-Responsibility-Policy.pdf
93
SECTION-E
PRINCIPLE-WISE PERFORMANCE
Principle 1
1 Does the policy relating to ethics, bribery and corruption No.

cover only the company? Yes/No.
Does it extend to the Group/Joint Ventures/ Suppliers/ Our policy under this principle include :
Contractors/NGOs /Others
(a) Code of Conduct
(b) Whistle Blower mechanism/policy
(c) Business Responsibility Policy.
(d Code of Conduct under Insider Trading
While the above mentioned policies/codes are currently

applicable to its subsidiaries but not applicable on joint-ventures/
suppliers/contractors. It is available on the intranet and on the
Company’s webpage.
2 How many stakeholder complaints have been received No complaints were received during the year 2019-20, from
in the past financial year and what percentage was various stakeholders.
satisfactorily resolved by the management? If so, provide
details thereof, in about 50 words or so.
Principle 2
1 List up to 3 of your products or services whose design has The company is engaged in the manufacturing of:
incorporated social or environmental concerns, risks and/
- Wiring Harnesses,
or opportunities.
- Automotive Locks
-Lock-Kits including spares
- Die casted parts for Automotive & Non-Automotive products
These products have insignificant social or environmental

concern or risk.
2 For each such product, provide the following details in The Company always take efforts for optimum utilization of
respect of resource use (energy, water, raw material etc.) natural resources like solar energy consumption, reduction
per unit of product(optional): in water consumption, hazardous waste reduction, A4 Paper
consumption reduction. In plants located in West India and in
North India our company is under the process of implementation
of Solar Power Projects to become more environments friendly.
a) Reduction during sourcing/production/ distribution Not Applicable
achieved since the previous year throughout the value
chain?
b) Reduction during usage by consumers (energy, water) Not Applicable
has been achieved since the previous year?
3 Does the company have procedures in place for Yes, The company has a procurement policy in place for purchase
sustainable sourcing (including transportation)? of goods and raw material. The company has identified the
regional vendors for different components/materials based on
QCDDS (Quality, Cost, Development, Deliver & Services ) criteria.
(a) If yes, what percentage of your inputs was sourced It is difficult to ascertain the percentage of inputs sourced from
sustainably? Also, provide details thereof, in about 50 these suppliers accounting towards total inputs due to different
words or so kind of materials being used by the Company.
4 Has the company taken any steps to procure goods Yes, the company’s effort to procure the material from local
and services from local & small producers, including sources to avoid lead time & transportation.
communities surrounding their place of work?
94
(a) If yes, what steps have been taken to improve their Localization is paramount to sourcing strategy and the company is
capacity and capability of local and small vendors? procuring goods and services from local suppliers (regional) which
include large, mid-size and small scale industries which meets our
criteria of QCDDS. The SQA (Supplier Quality Assurance) works
along with suppliers to improve the capability & quality.
5 Does the company have a mechanism to recycle products Considering the nature of business there are no significant
and waste? If yes what is the percentage of recycling of emissions or process wastes. The company recycle materials
products and waste (separately as 10%). Also, provide wherever it is usable within the company which cannot be
details thereof, in about 50 words or so. reused is disposed off in a manner in compliance with applicable
statutory provisions.
Principle-3
1 Please indicate the Total number of employees There were 2987 number of permanent employees as on 31st
March 2020 in the Company.
2 Please indicate the Total number of employees hired on There were 12076 numbers of employees hired on contractual /
temporary/contractual/casual basis. temporarily as on 31st March 2020 in the Company.
3 Please indicate the Number of permanent women There were 228 numbers of permanent female employees as on
employees. 31st March 2020.
4 Please indicate the Number of permanent employees with There were 360 employees with disabilities as on 31st March
disabilities 2020. (on-roll + contractual)
5 Do you have an employee association that is recognized Yes, we have employee union in Murbad and Pithampur Plants
by management?
6 What percentage of your permanent employees is 5.30%
members of this recognized employee association?
7 Please indicate the Number of complaints relating to child NIL
labour, forced labour, involuntary labour, sexual harassment
in the last financial year and pending, as on the end of the
financial year.
No. Category No of complaints filed No of complaints pending as

during the financial year on end of the financial year
1 Child labour/Forced labour/involuntary labour NIL NIL
2 Sexual harassment NIL NIL
3 Discriminatory Employment NIL NIL
4 What percentage of your under mentioned employees
were given safety & skill up gradation training in the last
year?
a Permanent Employees 95%
b Permanent Women Employees 96%
c Casual/Temporary/Contractual Employees 85%
d Employees with Disabilities 95%
Principle 4
1 Has the company mapped its internal and external Yes

stakeholders? Yes/No
2 Out of the above, has the company identified the Yes
disadvantaged, vulnerable & marginalized stakeholders?
Yes/No
3 Are there any special initiatives taken by the company Yes, the Company has identified people with disabilities (PWDs), as
to engage with the disadvantaged, vulnerable and one of the most systematically disadvantaged groups in society,
marginalized stakeholders. If so, provide details thereof, in with less job opportunities due to lack of inclusive practices,
about 50 words or so. opportunities and agency. We understand that inclusivity is
paramount to a responsible business and collective growth of
disadvantaged sections of society. Taking this into account, we
have taken initiatives in the field of skilling, healthcare, artificial
limb fitment and facilitating employment for PWDs.
95
Women and children are also our key stakeholders as they lack
agency, opportunities and autonomy in everyday life. We run skill
centers in five states of India to facilitate trainings in essential
soft, behavioral and technical skills that help in the overall growth
of individuals. Regular health camps, menstrual health and family
planning awareness workshops are also organized within the
communities to strengthen overall health, hygiene and wellbeing.
Principle-5
1 Does the policy of the Company on human rights cover The Company has adopted Code of conduct & ethics and whistle
only the company or extend to the Group/Joint Ventures/ blower policy along with Business responsibility policies. These
Suppliers/Contractors/NGOs/Others? policies are applicable to the Directors and employees of the
company, the underline principles are communicated to vendors,
suppliers and distributors and other key business associates of
the Company, which they are expected to adhere to while dealing
with the company. For the foreign subsidiaries, the code and
policy is applicable in line with the requirement of the respective
countries of operations.
2 How many stakeholder complaints have been received in During the past financial year, the company has not received
the past financial year and what percent was satisfactorily any complaint except certain requests for providing copies of
resolved by the management? hard copies of annual reports, re-issuance of Demand draft of
dividend, payment etc. which were provided to the satisfaction
of the stakeholders.
Principle-6
1 Does the policy related to Principle 6 cover only the The Company continuously makes efforts to safeguard the
company or extends to the Group/Joint Ventures/ environment. Steps are taken for optimal utilization of our
Suppliers/Contractors/NGOs/others. resources in-lined with ISO-14001 standards requirement. The
Company’s environmental policy extend to its suppliers The
Company’s environmental policy extend to its suppliers/Group/
Contractors and all other stakeholders and also communicated
through Visual displays in company premises..
2 Does the company have strategies/ initiatives to address Yes, We have taken various initiatives to address global
global environmental issues such as climate change, environmental issues. The emissions or waste generated by the
global warming, etc? Y/N. If yes, please give hyper-link for Company are within the permissible limits specified by the Central
web-page etc. Pollution Control Board (CPCB) and State pollution control Board
(SPCB). The Business responsibility policy of the company specifies
its approach towards protection of environment; the policy is
applicable for all employees of the company and its subsidiaries.
Web Link- http://csr.minda.co.in/tree-plantation-protection/
3 Does the company identify and assess potential Yes, environmental risk is covered in the company principles
environmental risks? Y/N that are based on ISO 14001 standards. One risk is identified and
steps are taken to measures and mitigate the risk.
4 Does the company have any project related to Clean The Company continues to work towards development and
Development Mechanism? If so, provide details thereof, implementation of climate change mitigation project mainly
in about 50 words or so. Also, if Yes, whether any through energy saving projects across the company. However
environmental compliance report is filed? we do not have any registration of CDM projects. All the Units of
the Company have filed environmental compliance reports as per
the requirement of applicable environmental laws. In addition to
this the Company runs the various programmes for environment
protection such as Rooftop Solar Energy Generation, Plantation
Drive, Water Conservation Drive.
5 Has the company undertaken any other initiatives on – Covered under Board report which forms part of the Annual
clean technology, energy efficiency, renewable energy, Report.
etc. Y/N. If yes, please give hyper-link for web page etc
6 Are the Emissions/Waste generated by the company within Yes
the permissible limits given by CPCB/SPCB for the financial
year being reported?
7 Number of show cause/ legal notices received from CPCB/ NIL
SPCB which are pending (i.e. not resolved to satisfaction)
as on end of Financial Year.
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Principle-7
1 Is your company a member of any trade and chamber or The company is member of :
association? If Yes, Name only those major ones that your
business deals with: 1.Automotive Component Manufactures Association (ACMA)
2. Confederation of Indian Industries(CII)
3. Quality Circle Forum of India ( QCFI)

2 Have you advocated/lobbied through above associations No
for the advancement or improvement of public good? Yes/
No; if yes specify the broad areas ( drop box: Governance
and Administration, Economic Reforms, Inclusive
Development Policies, Energy security, Water, Food
Security, Sustainable Business Principles, Others)
Principle-8
1 Does the company have specified programmes/initiatives/ Yes, the company has a Corporate Social Responsibility Policy
projects in pursuit of the policy related to Principle 8? If yes which has derived its core values from Companies Act 2013.
details thereof. The company undertakes purposeful activities for the welfare of
society, which includes the following:
A. Education and Livelihood Promotion

i) Dual System of Training Programme
ii) Business Integrated Prison Programme
The above programmes are undertaken in five states of

India- Tamil Nadu, Maharashtra, Uttarakhand, Haryana and
Uttar Pradesh.
B. Empowerment of Persons with Disability

The programme “Saksham” is conducted in Maharashtra,
Uttar Pradesh and Jammu & Kashmir.
C. Health & Well-being & safety Programme

This programme includes Women Empowerment,
Menstrual Hygiene, Eye Healthcare Program, Blood
Donation Programme and is being run in Uttar Pradesh,
Tamilnadu, Uttrakhand, Haryana and Maharashtra.
D. Community Infrastructure
This Programme include Model School Development
Program- digitization, sanitation, safe drinking water etc
and the same is being run in Uttar Pradesh, Tamilnadu,
Uttrakhand, Haryana and Maharashtra
E. Environment and Resource Protection

This programme includes the Solar Energy Generation,
Plantation Drive, Water Conservation Drive and is being run
both inside and outside the plant.
Are the programmes/projects undertaken through in- The company has established its own foundation called “Spark
house team/own foundation/external NGO/government Minda Foundation”, which is a section 8 company and 100%
structures/any other organization? subsidiary of Minda Corporation Limited.
The foundation also engages like minded technical agencies

and NGO’s to implement specialized projects.
3 Have you done any impact assessment of your initiative? Yes, we do structured assessment of our initiatives. The company
has received positive feedback for its efforts from stakeholders.
97
4 What is your company’s direct contribution to community S. Projects or Amount Amount spent:
development projects- Amount in INR and the details of No Activities (` in Direct or through
the projects undertaken Million) implementing agency
1 Promoting Women 0.50
Empowerment
2 Empowerment of 12.31
the persons with
disabilities Through
Implementing
3 Education & 23.61 Agency
Skilling
4 Community 0.52
Infrastructure
Project
Total 36.94 -
5 Have you taken steps to ensure that this community Yes, the company regularly monitors the projects to ensures
development initiative is successfully adopted by the that they are adopted and continued within communities. For
community? Please explain in 50 words, or so. this purpose, our skilling centres are strategically located close
to communities of intervention, which enables sustained and
regular interaction of the team with the local population.
In addition, skill development, workshops on behavioural

changes and sustained impact of projects ensures that the
initiatives are successfully adapted by the community.
Principle-9
1 What percentage of customer complaints/consumer cases As on the end of FY 19-20, 3.45% (45 out of 1304 case) complaints
are pending as on the end of financial year. are pending
2 Does the company display product information on the Quality
product label, over and above what is mandated as per
Yes (As per Legal Metrology Packaged Commodities Guideline )
local laws? Yes/No/N.A. /Remarks (additional information)
3 Is there any case filed by any stakeholder against the No
company regarding unfair trade practices, irresponsible
advertising and/or anti-competitive behaviour during the
last five years and pending as on end of financial year. If so,
provide details thereof, in about 50 words or so.
4 Did your company carry out any consumer survey/ On Special requirement. Last Meet with Business Partners at
consumer satisfaction trends? Pune in Feb 2018 to take overview on 6 (Six) strategic points
like People, Place, Product, Promotion, Process, & New Ideas /
Suggestions.
98
INDEPENDENT AUDITOR’S REPORT

To the Members of Minda Corporation Limited and the Rules thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the
Report on the Audit of the Standalone Financial Statements
Code of Ethics. We believe that the audit evidence we have
Opinion obtained is sufficient and appropriate to provide a basis for our
opinion on the Standalone financial statements.
We have audited the standalone financial statements of
Minda Corporation Limited (“the Company”), which comprise Emphasis of matter
the standalone balance sheet as at 31 March 2020, and
We draw attention to note 2.47 to the Standalone Financial
the standalone statement of profit and loss (including other
Statements, which describes in detail that the Scheme of
comprehensive income), standalone statement of changes
Amalgamation ("Scheme") of Minda SAI Limited, Minda
in equity and standalone statement of cash flows for the year
Automotive Solutions Limited, Minda Management Services
then ended, and notes to the standalone financial statements,
Limited, Minda Autoelektrik Limited and Minda Telematics and
including a summary of the significant accounting policies and
Electric Mobility Solutions Private Limited (formerly EI Labs India
other explanatory information (herein referred to as “standalone
Private Limited) with the Company was approved by National
financial statements”).
Company Law Tribunal ("NCLT") vide its order dated 19 July 2019.
In our opinion and to the best of our information and according to All the assets, liabilities, reserves and surplus of the transferor
the explanations given to us, the aforesaid standalone financial companies were transferred to and vested in the Company
statements give the information required by the Companies without any consideration. Consequently, for the previous
Act, 2013 (“Act”) in the manner so required and give a true and year, the Standalone Financial Statements were revised by the
fair view in conformity with the accounting principles generally Company to give effect to the said Scheme of Amalgamation.
accepted in India, of the state of affairs of the Company as at This being a common control business combination under
31 March 2020, and loss and other comprehensive income, Ind AS 103 “Business Combination”, comparatives were re-
changes in equity and its cash flows for the year ended on that presented for amalgamation with effect from the beginning of
date. the preceding period.
Basis for Opinion Our opinion is not modified in respect of this matter.
We conducted our audit in accordance with the Standards Key Audit Matters
on Auditing (SAs) specified under section 143(10) of the Act.
Key audit matters are those matters that, in our professional
Our responsibilities under those SAs are further described in
judgment, were of most significance in our audit of the standalone
the Auditor’s Responsibilities for the Audit of the Standalone
financial statements of the current period. These matters were
Financial Statements section of our report. We are independent
addressed in the context of our audit of the standalone financial
of the Company in accordance with the Code of Ethics issued
statements as a whole, and in forming our opinion thereon, and
by the Institute of Chartered Accountants of India together with
we do not provide a separate opinion on these matters.
the ethical requirements that are relevant to our audit of the
standalone financial statements under the provisions of the Act Description of Key Audit Matters
99
Revenue Recognition
See note 2.29 to the standalone financial statements
The key audit matter How the matter was addressed in our audit
The Company’s revenue is derived primarily from sale of In view of the significance of the matter we applied the following
products which comprises locks and wire harness for the audit procedures in this area, among others to obtain sufficient
automotive industry. appropriate audit evidence:
Standards on Auditing presume that there is fraud risk with – Assessed the appropriateness of the accounting policy for
regard to revenue recognition. Also, revenue is one of key revenue recognition as per the relevant accounting standard;
performance indicators of the Company which makes it – Evaluated the design and implementation of key internal
susceptible to misstatement. financial controls in relation to revenue recognition and
tested the operating effectiveness of such controls for a
In view of the above, we have identified revenue recognition sample of transactions;
as a key audit matter.
– Involved our IT specialists to assist us in testing of key IT
system controls relating to revenue recognition;
– Performed detailed testing by selecting samples of revenue
transactions recorded during and after the year. For such
sample, verified the underlying documents including
customer acceptance, to assess whether these are
recognised in the appropriate period in which control is
transferred;
– Tested sample journal entries for revenue recognised during
the year, selected based on specified risk-based criteria, to
identify unusual transactions;
– Assessed the adequacy of the disclosures made in
accordance with the relevant accounting standard.
Impairment in investments in a subsidiary which is under liquidation

See note 2.4 and 2.49 to the standalone financial statements
With respect to investments in subsidiaries, the Company In view of the significance of the matter we applied the following
assesses at the end of each reporting period whether there is audit procedures in this area, among others to obtain sufficient
any indication (based on either internal or external sources of appropriate audit evidence:
information) of impairment and the consequential impairment – Assessed the appropriateness of accounting policy for
loss, if any. impairment of investment in subsidiaries as per relevant
accounting standard;
During the current year, impairment indicators were identified
by the Company in investment in one of its subsidiaries, since – Evaluated the design and implementation of key internal
the subsidiary has filed for insolvency subsequent to the year financial controls in relation to impairment process including
end. As a result, an impairment assessment was performed assessment of impairment indicators and determination of
recoverable amount; and tested the operating effectiveness
by the Company and the carrying value of the investment in
of such controls.
this subsidiary was compared to its recoverable amount to
determine whether any impairment loss was required to be – Tested the Company’s budgeting procedures upon which
recognised. the forecasts are based;
For the above purpose, the recoverable amount of the – Where an impairment indicator was identified, we assessed
the adequacy of level of impairment by:
investment has been determined using fair value less costs
of disposal which uses several key assumptions that are • Evaluating with the help of our valuation specialists
dependent on external factors. appropriateness of Company’s valuation methodology
and key assumptions used in determining the
Given the significant level of judgement involved in evaluation recoverable amount; and
of impairment indicators and making the estimates to
• Performed sensitivity analysis of the key assumptions
determine recoverable value, we have determined this to be including the possible effects of Covid 19.
a key audit matter.
– Evaluated the management’s assessment for recoverable
amount of investments in subsidiaries vis-a-vis carrying
amount for their determination of impairment loss, if any;
accordance with the relevant accounting standards.
100
Other Information issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance but is not a guarantee that
The Company’s management and Board of Directors are
an audit conducted in accordance with SAs will always detect a
responsible for the other information. The other information
material misstatement when it exists. Misstatements can arise
comprises the information included in the Company’s annual
from fraud or error and are considered material if, individually
report, but does not include the financial statements and our
or in the aggregate, they could reasonably be expected to
auditor’s report thereon.
influence the economic decisions of users taken on the basis of
Our opinion on the standalone financial statements does not these standalone financial statements.
cover the other information and we do not express any form of
As part of an audit in accordance with SAs, we exercise
assurance conclusion thereon.
professional judgment and maintain professional skepticism
In connection with our audit of the standalone financial throughout the audit. We also:
statements, our responsibility is to read the other information
• Identify and assess the risks of material misstatement of
and, in doing so, consider whether the other information is
the standalone financial statements, whether due to fraud
materially inconsistent with the standalone financial statements or error, design and perform audit procedures responsive
or our knowledge obtained in the audit or otherwise appears to those risks, and obtain audit evidence that is sufficient
to be materially misstated. If, based on the work we have and appropriate to provide a basis for our opinion. The
performed, we conclude that there is a material misstatement risk of not detecting a material misstatement resulting
of this other information, we are required to report that fact. We from fraud is higher than for one resulting from error, as
have nothing to report in this regard. fraud may involve collusion, forgery, intentional omissions,
Management's and Board of Directors’ Responsibility for the misrepresentations, or the override of internal control.
Standalone Financial Statements • Obtain an understanding of internal control relevant to
the audit in order to design audit procedures that are
The Company’s Management and Board of Directors are
appropriate in the circumstances. Under section 143(3)
responsible for the matters stated in section 134(5) of the Act
(i) of the Act, we are also responsible for expressing our
with respect to the preparation of these standalone financial
opinion on whether the company has adequate internal
statements that give a true and fair view of the state of affairs,
financial controls with reference to financial statements in
profit/loss and other comprehensive income, changes in
place and the operating effectiveness of such controls.
equity and cash flows of the Company in accordance with the
accounting principles generally accepted in India, including the • Evaluate the appropriateness of accounting policies used
Indian Accounting Standards (Ind AS) specified under section and the reasonableness of accounting estimates and
133 of the Act. This responsibility also includes maintenance of related disclosures in the standalone financial statements
adequate accounting records in accordance with the provisions made by the Management and Board of Directors.
of the Act for safeguarding of the assets of the Company and for • Conclude on the appropriateness of the Management
preventing and detecting frauds and other irregularities; selection and Board of Directors use of the going concern basis of
and application of appropriate accounting policies; making accounting and, based on the audit evidence obtained,
judgments and estimates that are reasonable and prudent; and whether a material uncertainty exists related to events
design, implementation and maintenance of adequate internal or conditions that may cast significant doubt on the
financial controls that were operating effectively for ensuring Company’s ability to continue as a going concern. If
accuracy and completeness of the accounting records, relevant we conclude that a material uncertainty exists, we are
to the preparation and presentation of the standalone financial required to draw attention in our auditor’s report to the
statements that give a true and fair view and are free from related disclosures in the standalone financial statements
material misstatement, whether due to fraud or error. or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence
In preparing the standalone financial statements, the
obtained up to the date of our auditor’s report. However,
Management and Board of Directors are responsible for
future events or conditions may cause the Company to
assessing the Company’s ability to continue as a going concern, cease to continue as a going concern.
disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the Board • Evaluate the overall presentation, structure and content
of Directors either intends to liquidate the Company or to cease of the standalone financial statements, including the
operations, or has no realistic alternative but to do so. disclosures, and whether the standalone financial
statements represent the underlying transactions and
The Board of Directors is also responsible for overseeing the events in a manner that achieves fair presentation.
Company’s financial reporting process.
We communicate with those charged with governance
Auditor’s Responsibilities for the Audit of the Standalone regarding, among other matters, the planned scope and timing
Financial Statements of the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit.
Our objectives are to obtain reasonable assurance about
whether the standalone financial statements as a whole are free We also provide those charged with governance with a statement
from material misstatement, whether due to fraud or error, and to that we have complied with relevant ethical requirements
101
regarding independence, and to communicate with them all f) With respect to the adequacy of the internal financial
relationships and other matters that may reasonably be thought controls with reference to financial statements of the
to bear on our independence, and where applicable, related Company and the operating effectiveness of such
safeguards. controls, refer to our separate Report in “Annexure B”.
From the matters communicated with those charged with (B) With respect to the other matters to be included in
governance, we determine those matters that were of most the Auditor’s Report in accordance with Rule 11 of the
significance in the audit of the standalone financial statements Companies (Audit and Auditors) Rules, 2014, in our opinion
of the current period and are therefore the key audit matters. and to the best of our information and according to the
We describe these matters in our auditors’ report unless law or explanations given to us:
regulation precludes public disclosure about the matter or when, i. The Company has disclosed the impact of pending
in extremely rare circumstances, we determine that a matter litigations as at 31 March 2020 on its financial position in
should not be communicated in our report because the adverse its standalone financial statements - Refer note 2.37 to the
consequences of doing so would reasonably be expected to standalone financial statements;
outweigh the public interest benefits of such communication.
ii. The Company did not have any long-term contracts
Report on Other Legal and Regulatory Requirements including derivative contracts for which there were any
1. As required by the Companies (Auditor’s Report) Order, material foreseeable losses;
2016 (“the Order”) issued by the Central Government in iii. There have been no delays in transferring amounts,
terms of section 143 (11) of the Act, we give in the “Annexure required to be transferred, to the Investor Education and
A” a statement on the matters specified in paragraphs 3 Protection Fund by the Company; and
and 4 of the Order, to the extent applicable.
iv. The disclosures in the standalone financial statements
2. (A) As required by Section 143(3) of the Act, we report that: regarding holdings as well as dealings in specified bank
a) We have sought and obtained all the information and notes during the period from 8 November 2016 to 30
explanations which to the best of our knowledge December 2016 have not been made in these financial
and belief were necessary for the purposes of our statements since they do not pertain to the financial year
audit. ended 31 March 2020.
b) In our opinion, proper books of account as required (C) With respect to the matter to be included in the Auditor’s
by law have been kept by the Company so far as it Report under section 197(16):
appears from our examination of those books. In our opinion and according to the information and
c) The standalone balance sheet, the standalone explanations given to us, the remuneration paid by the
statement of profit and loss (including other company to its directors during the current year is in
comprehensive income), the standalone statement accordance with the provisions of Section 197 of the Act.
of changes in equity and the standalone statement of The remuneration paid to any director is not in excess
cash flows dealt with by this Report are in agreement of the limit laid down under Section 197 of the Act. The
with the books of account. Ministry of Corporate Affairs has not prescribed other
details under Section 197(16) which are required to be
d) In our opinion, the aforesaid standalone financial commented upon by us.
statements comply with the Ind AS specified under
section 133 of the Act.
For B S R & Co. LLP
e) On the basis of the written representations received
from the directors as on 31 March 2020 taken on
Firm's Registration No.:
record by the Board of Directors, none of the 101248W / W-100022
directors is disqualified as on 31 March 2020 from
being appointed as a director in terms of Section
164(2) of the Act. Shashank Agarwal
Partner
Place : Gurugram Membership No. 095109
Date: 15 July 2020 UDIN: 20095109AAAAES6352
102
Annexure A referred to in our Independent Auditor’s Report to the members of Minda Corporation
Limited on the Standalone Financial Statements for the year ended 31 March 2020.
(i) (a) According to the information and explanations given to us, the Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed assets (property, plant and equipment).
(b) According to the information and explanations given to us, the Company has a regular programme of physical verification
of its property, plant and equipment by which all fixed assets (property, plant and equipment) are verified over the period
one to three years. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the
Company and the nature of its assets. In accordance with this programme, certain fixed assets have been physically
verified by the management during the current year. As informed to us, no material discrepancies were noticed on such
verification.
(c) According to the information and explanations given to us and on the basis of our examination of the records of the
Company, the title deeds of the freehold immovable properties and lease deed of leasehold properties are held in the
name of the Company, except for the following properties which are which are held in name of erstwhile subsidiaries
companies which have now been merged:
Type of Location of Immovable Gross block as on Net block as on Existing name in title deed
Immovable Property 31 March 2020 31 March 2020
Property (Rs. in million) (Rs. in million)
Freehold land Kakkalur, Chennai 0.32 0.32 Minda SAI Limited
Buildings Kakkalur, Chennai 36.45 31.09 Minda SAI Limited
Leasehold land Kakkalur, Chennai 24.15 20.25 Minda SAI Limited
Freehold land Greater Noida, Uttar Pradesh 16.10 16.10 Minda SAI Limited
Freehold land Murbad, Mumbai 2.97 2.97 Minda SAI Limited
Buildings Murbad, Mumbai 76.19 57.94 Minda SAI Limited
Leasehold land Haridwar, Uttrakhand 16.14 15.32 Minda SAI Limited
Buildings Haridwar, Uttrakhand 28.38 26.64 Minda SAI Limited
Leasehold land Pithampur, Madhya Pradesh 0.50 0.28 Minda SAI Limited
Buildings Pithampur, Madhya Pradesh 63.86 55.55 Minda SAI Limited
Buildings Pune, Maharashtra 11.99 - Minda SAI Limited
Buildings Noida, Uttar Pradesh 2.29 0.05 Minda SAI Limited
Freehold Land Bawal, Haryana 22.61 22.61 Minda Autoelektrik Limited
Building Bawal, Haryana 104.29 93.89 Minda Autoelektrik Limited
(ii) According to the information and explanations given to us, the inventories, except good-in-transit and stock lying with third
parties, have been physically verified by the management at the year end. In our opinion, the frequency of such verification
is reasonable having regard to the size of the Company and nature of its business. For stocks lying with third parties as at the
year-end, written confirmations have been obtained. As informed to us, the discrepancies noticed on comparison of physical
verification of inventories with book records were not material and have been properly dealt with in the books of account.
(iii) According to the information and explanations given to us, the Company has granted loans to two other parties covered in the
register maintained under Section 189 of the Companies Act, 2013 (‘the Act’):
a) In our opinion, the rate of interest and other terms and conditions on which the loans had been granted to the other
parties listed in the register maintained under Section 189 of the Act were not, prima facie, prejudicial to the interest of the
Company;
b) In case of the loans granted to the other parties listed in the register maintained under Section 189 of the Act, the borrower
has been regular in the repayment of the principal and payment of interest on such loans as and when demanded by the
Company during the year, as stipulated;
c) There are no overdue amounts as at 31 March 2020 in respect of the loans granted to the other parties listed in the
register maintained under Section 189 of the Act. Accordingly, para 3 (iii) (c) of the Order is not applicable.
103
Subsequent to the year end, pursuant to insolvency filed by one of the above parties, the Company has made provision for
impairment loss on loan outstanding and interest receivable as at 31 March 2020 from such party (Refer note 2.49 to the
standalone financial statements).
According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to
companies and firms covered in the register maintained under section 189 of the Act. As informed to us, there are no limited
liability partnerships covered in the register maintained under section 189 of the Act.
(iv) According to the information and explanations given to us, the Company has complied with the provisions of Section 185 and
186 of the Act, with respect to the loans, investments, guarantees and security made.
(v) As per the information and explanations given to us, the Company has not accepted any deposits as mentioned in the directives
issued by the Reserve Bank of India and the provisions of Section 73 to 76 or any other relevant provisions of the Act and the
rules framed there under. Accordingly, para 3(v) of the Order is not applicable.
(vi) The Central Government has prescribed the maintenance of cost records under sub-section (1) of section 148 of the Act for
certain activities carried out by the Company. We have broadly reviewed the books of account maintained by the Company
pursuant to the Rules made by the Central Government for the maintenance of cost records under Section 148 of the Act, and
are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. However, we have
not made a detailed examination of the cost records.
(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the
Company, amounts deducted / accrued in the books of account in respect of undisputed statutory dues including
Provident fund, Employees’ State Insurance, Income-tax, Goods and Services Tax (‘GST’), Duty of customs and other
material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities,
though there has been slight delays in deposit of Provident fund, Employees’ State Insurance and Income-tax in a few
cases.
According to the information and explanations given to us, no undisputed amounts payable in respect of Provident fund,
Employees’ State Insurance, Income-tax, GST, Service tax, Duty of excise, Sales tax, Value added tax, Duty of customs and
other material statutory dues were in arrears as at 31 March 2020 for a period of more than six months from the date they
became payable.
Also refer note 2.37, wherein, it is explained that on account of the uncertainty with respect to the applicability of the
Hon'ble Supreme Court Judgement on the provident fund matter, management has not recognised and deposited any
additional provident fund amount with respect to the previous years.
(b) According to the information and explanations given to us, there are no dues in respect of Income tax, GST, Sales-tax,
Service tax, Duty of custom, Duty of excise and Value added tax which have not been deposited with the appropriate
authorities on account of any dispute except for the following:
Name of the Nature of Financial year to Forum where dispute is pending Amount Amount paid
Statute dues which amount (Rs. in under protest
relates million)* (Rs. in million)
Central Sales Sales tax 2014-15 Joint Commissioner of Sales Tax 0.72 0.05
Tax Act, 1959 (Appeal)
Customs Act, Custom duty 2017-18 Commissioner Appeals, Customs 0.45 0.04
1962 Mumbai
Central Sales Sales tax 2011-12 Joint Commissioner of Commercial 0.90 0.26
Tax Act, 1959 Taxes, Karnataka
Central Sales Sales tax 2012-13 Assistant Commissioner of 0.51 0.51
Tax Act, 1959 Commercial Tax
Tamil Nadu Value Added 2006-07 Appellate Deputy Commissioner, 0.02 0.02
General Sales Tax Kancheepuram
Tax Act, 1956
Uttar Pradesh Value Added 2016-17 Assistant Commissioner, Sales Tax 0.23 0.23
Value Added Tax
Tax, 2008
Finance Act, Service tax 2016-18 Assistant Commissioner, Central 0.60 -
1994 Excise
104
Name of the Nature of Financial year to Forum where dispute is pending Amount Amount paid
Statute dues which amount (Rs. in under protest
relates million)* (Rs. in million)
Central Excise Excise duty 2011-12 Deputy Commissioner Excise, 0.03 -
Act, 1944 Pithampur
Central Excise Excise duty 2013-18 Directorate General of Goods and 3.53 -
Act, 1944 Services Tax Intelligence
Customs Act, Custom duty 2018-20 Commissioner (Appeals) Customs 3.95 3.95
1962
Central Sales Sales tax 2017-18 Assistant Commissioner Sales Tax, 0.06 0.02
Tax Act, 1959 Chennai
Central Sales Sales tax 2015-16 Assistant Commissioner Sales Tax, 0.12 -
Tax Act, 1959 Uttar Pradesh
Income Tax Act, Income tax 2016-17 Commissioner of Income Tax 15.66 -
1961 (Appeals)
*Amount as per demand orders, including interest and penalty wherever quantified in the Order.
(viii) According to the information and explanations given to us, there is no default existing at the balance sheet date in repayment
of loans or borrowings to banks and a financial institution. The Company did not have any loans or borrowings from government
and outstanding dues to any debenture holder during the year.
(ix) In our opinion and according to the information and explanations given to us and on the basis of our examination of the
records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly
convertible debentures during the year. However, during the year ended 31 March 2019, the Company had raised money by
way of Qualified Institutional Placement (QIP). The proceeds from QIP were INR 3,056.36 million. The proceeds of the issue (net
of related expense of INR 50.50 million) are to augment for growth and expansion, corporate general purpose, working capital
requirement, repayment of outstanding loan, investment in subsidiaries and joint ventures. The proceeds of INR 3,056.36
million pending utilisation for the objects of QIP, have temporarily been invested in interest bearing liquid instrument.
(x) According to the information and explanations given to us, no fraud by the Company and neither any fraud on the Company by
its officers or employees has been noticed or reported during the year.
(xi) According to the information and explanations given to us and on the basis of our examination of the records of the Company,
the managerial remuneration has been paid or provided by the Company in accordance with the provisions of Section 197 read
with Schedule V of the Act.
(xii) According to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, paragraph 3(xii)
of the Order is not applicable.
(xiii) According to the information and explanation given to us and on the basis of our examination of the records of the Company,
all the transactions with related parties are in compliance with the provisions of Section 177 and 188 of the Act where applicable
and details of such transactions have been disclosed in the Standalone Financial Statements as required by the applicable
accounting standards.
(xiv) According to the information and explanation given to us and on the basis of our examination of the records of the Company,
the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures
during the year.
(xv) According to the information and explanations given to us, the Company has not entered into any non-cash transactions with
directors or person connected with him. Accordingly, paragraph 3 (xv) of the Order is not applicable.
(xvi) According to the information and explanations given to us, the Company is not required to be registered under Section 45-IA
of the Reserve Bank of India Act, 1934.
For B S R & Co. LLP

101248W / W-100022
Shashank Agarwal
Partner
Date: 15 July 2020 UDIN: 20095109AAAAES6352
105
Annexure B to the Independent Auditor’s report on the Standalone Financial Statements

of Minda Corporation Limited for the year ended 31 March 2020
Report on the internal financial controls with reference to the aforesaid Standalone Financial Statements under Clause (i) of Sub-
section 3 of Section 143 of the Companies Act, 2013
(Referred to in paragraph 1 (A) (f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)
Opinion applicable to an audit of internal financial controls with reference

to standalone financial statements. Those Standards and the
We have audited the internal financial controls with reference to
Guidance Note require that we comply with ethical requirements
standalone financial statements of Minda Corporation Limited
and plan and perform the audit to obtain reasonable assurance
(“the Company”) as of 31 March 2020 in conjunction with our audit
about whether adequate internal financial controls with reference
of the standalone financial statements of the Company for the
to standalone financial statements were established and
year ended on that date.
maintained and whether such controls operated effectively in all
In our opinion, the Company has, in all material respects, adequate material respects.
internal financial controls with reference to standalone financial
Our audit involves performing procedures to obtain audit
statements and such internal financial controls were operating
evidence about the adequacy of the internal financial controls
effectively as at 31 March 2020, based on the internal financial
with reference to standalone financial statements and their
controls with reference to standalone financial statements
operating effectiveness. Our audit of internal financial controls
criteria established by the Company considering the essential
with reference to standalone financial statements included
components of internal control stated in the Guidance Note on
obtaining an understanding of such internal financial controls,
Audit of Internal Financial Controls Over Financial Reporting
assessing the risk that a material weakness exists, and testing
issued by the Institute of Chartered Accountants of India (the
and evaluating the design and operating effectiveness of internal
“Guidance Note”).
control based on the assessed risk. The procedures selected
Management’s Responsibility for Internal Financial Controls depend on the auditor’s judgement, including the assessment
of the risks of material misstatement of the standalone financial
The Company’s management and the Board of Directors are
statements, whether due to fraud or error.
responsible for establishing and maintaining internal financial
controls based on the internal financial controls with reference We believe that the audit evidence we have obtained is sufficient
to standalone financial statements criteria established by the and appropriate to provide a basis for our audit opinion on the
Company considering the essential components of internal control Company’s internal financial controls with reference to standalone
stated in the Guidance Note. These responsibilities include the financial statements.
design, implementation and maintenance of adequate internal
financial controls that were operating effectively for ensuring Meaning of Internal Financial controls with Reference to
the orderly and efficient conduct of its business, including Standalone Financial Statements
adherence to company’s policies, the safeguarding of its assets, A company's internal financial controls with reference to
the prevention and detection of frauds and errors, the accuracy standalone financial statements is a process designed to provide
and completeness of the accounting records, and the timely reasonable assurance regarding the reliability of financial
preparation of reliable financial information, as required under the reporting and the preparation of financial statements for external
Companies Act, 2013 (hereinafter referred to as “the Act”). purposes in accordance with generally accepted accounting
principles. A company's internal financial controls with reference
Auditor’s Responsibility
to standalone financial statements include those policies and
Our responsibility is to express an opinion on the Company's procedures that (1) pertain to the maintenance of records that, in
internal financial controls with reference to standalone financial reasonable detail, accurately and fairly reflect the transactions and
statements based on our audit. We conducted our audit in dispositions of the assets of the company; (2) provide reasonable
accordance with the Guidance Note and the Standards on assurance that transactions are recorded as necessary to
Auditing, prescribed under section 143(10) of the Act, to the extent permit preparation of Financial Statements in accordance with
106
generally accepted accounting principles, and that receipts and internal financial controls with reference to standalone financial
expenditures of the company are being made only in accordance statements to future periods are subject to the risk that the
with authorisations of management and directors of the company; internal financial controls with reference to standalone financial
and (3) provide reasonable assurance regarding prevention or statements may become inadequate because of changes in
timely detection of unauthorised acquisition, use, or disposition conditions, or that the degree of compliance with the policies or
of the company's assets that could have a material effect on the procedures may deteriorate.
Financial Statements.
Inherent Limitations of Internal Financial controls with Reference For B S R & Co. LLP
to Standalone Financial Statements
101248W / W-100022
Because of the inherent limitations of internal financial controls
with reference to standalone financial statements, including the Shashank Agarwal
possibility of collusion or improper management override of Partner
controls, material misstatements due to error or fraud may occur Place : Gurugram Membership No. 095109
and not be detected. Also, projections of any evaluation of the Date: 15 July 2020 UDIN: 20095109AAAAES6352
107
Standalone Balance Sheet

as at 31 March 2020
(` in Million)
As at As at
Notes
31 March 2020 31 March 2019
ASSETS
Non-current assets
Property, plant and equipment 2.1 5,008 4,095
Capital work-in progress 2.1 275 146
Goodwill 2.2 204 204
Other intangible assets 2.3 109 152
Financial assets
i. Investments 2.4 1,499 3,525
ii. Loans 2.5 215 203
iii. Other financial assets 2.6 87 221
Income tax assets 2.7 27 48
Other non-current assets 2.8 120 39
7,544 8,633
Current assets
Inventories 2.9 3,226 2,533
Financial assets
i. Trade receivables 2.10 3,270 4,478
ii. Cash and cash equivalents 2.11 185 63
iii. Other bank balances 2.12 3,763 3,157
iv. Loans 2.13 7 238
v. Other financial assets 2.14 45 280
Other current assets 2.15 623 442
11,119 11,191
TOTAL 18,663 19,824
EQUITY AND LIABILITIES
EQUITY
Equity share capital 2.16 454 454
Other equity 2.17 8,209 10,918
8,663 11,372
LIABILITIES
Non-current liabilities
Financial Liabilities
i. Borrowings 2.18 1,150 911
ii. Lease liabilities 2.38 376 -
iii. Other financial liabilities 2.19 - 12
Deferred tax liabilities (Net) 2.20 48 163
Provisions 2.21 225 150
Other non-current liabilities 2.22 34 30
1,833 1,266
Current liabilities
i. Borrowings 2.23 1,665 2,462
ii. Lease liabilities 2.38 168 -
iii. Trade payables 2.24
- Total dues of micro and small enterprises 1,012 62
- Total dues of creditors other than micro and small enterprises 3,207 3,313
iv. Other financial liabilities 2.25 1,860 885
Other current liabilities 2.26 178 317
Current tax liabilities 2.28 28 56
8,167 7,186
TOTAL 18,663 19,824
Significant accounting policies 2
The accompanying notes form an integral part of the standalone financial statements
As per our report of even date attached
For B S R & Co. LLP For and on behalf of the Board of Directors of Minda Corporation Limited
Firm registration number: 101248W/W-100022
Shashank Agarwal Ashok Minda R. Laxman Ajay Sancheti

Partner Chairman and Group CEO Executive Director Company Secretary
Membership No.: 095109 (DIN 00054727) and Group CFO Membership No.: F 5605
(DIN:-03033960)
Place : Gurugram Place : Gurugram

Date: 15 July 2020 Date: 15 July 2020
108
Statement of Standalone Profit and Loss

for the year ended 31 March 2020
(` in Million)
For the year For the year
Notes ended ended
31 March 2020 31 March 2019
Income
Revenue from operations 2.29 21,305 23,708
Other income 2.30 479 410
Total income 21,784 24,118
Expenses
Cost of materials consumed 2.31 12,377 14,560
Purchases of stock-in-trade 701 568
Changes in inventories of finished goods, stock-in-trade and work-in-progress 2.32 (195) (425)
Employee benefits expense 2.33 3,353 3,408
Finance costs 2.34 389 344
Depreciation and amortisation expense 2.1 , 2.3 823 615
Other expenses 2.35 2,678 2,810
Total expenses 20,126 21,880
Profit before tax and exceptional items 1,658 2,238
Exceptional items 2.49, (3,666) 43
2.48
(Loss)/Profit before tax (2,008) 2,281
Current tax 2.20 485 648
Tax expense for earlier years 2.20 7 (20)
Deferred tax charge 2.20 (89) 47
(Loss)/Profit for the year (2,411) 1,606
Other comprehensive income
Item that will not be reclassified subsequent to profit or loss
Remeasurement of defined benefit liabilities (18) (10)
Equity investment through other comprehensive income-net change in fair
value
Income tax relating to items that will not be reclassified to profit or loss 4 3
Net other comprehensive income not to be reclassified subsequently to (14) (7)
profit or loss
Total comprehensive income for the year (2,425) 1,599
Earnings per equity share of ` 2 per share 2.17.1
Earnings per share (`) (Basic) (10.61) 7.15
Earnings per share (`) (Diluted) (10.61) 7.15
The accompanying notes form an integral part of these consolidated financial statements

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109
Standalone Statement of Cash Flows

(` in million)
ended ended
31 March 2020 31 March 2019
A. Cash flow from operating activities
(Loss)/profit before taxation (2,008) 2,281
Adjustments for:
Depreciation and amortisation expense 823 615
Exceptional items 3,666 (43)
Provision for doubtful trade receivables 8 8
Interest expense 353 308
Loss on sale / discard of fixed assets 15 9
Warranty expenses 10 14
Unrealised foreign exchange gain/ (loss) (including mark to market on forward (4) 13
contracts)
Interest income (352) (275)
Dividend income (35) (79)
Liabilities / provision no longer required written back (34) (23)
Financial assistance fees (9) (11)
Employees stock compensation expense 3 17
Operating cash flow before changes in following assets and liabilities 2,436 2,834
Decrease/ (Increase) in trade receivables 1,262 (280)
Increase in inventories (694) (592)
(Increase)/ Decrease in loans, other financial assets and other assets (302) 101
(Decrease) / Increase in other financial liabilities and other liabilities (99) 48
Increase/ (Decrease) in provisions 6 (14)
Increase in trade payables 834 400
Cash generated from operations 3,443 2,497
Income tax paid (487) (584)
Net cash generated from operating activities (A) 2,956 1,913
B. Cash flows from investing activities
Purchase of property, plant and equipment (1,252) (1,084)
Sale of property, plant and equipment 23 116
Dividend received 35 79
Investment in subsidiaries (197) (602)
Disposal of interest in Joint Venture - 240
Loan given to subsidiary company (net) (152) -
Investment made in bank deposits (467) (3,151)
Interest received 521 78
Net cash used in investing activities (B) (1,489) (4,324)
110
(` in million)
ended ended
31 March 2020 31 March 2019
C. Cash flows from financing activities
Payment of dividend (inclusive of dividend distribution tax) (203) (183)
Fund raised through Qualified Institutional Placement (QIP) - 3,056
Repayment of current borrowings (net) (797) (15)
Proceeds from /(Repayment) of non current borrowings (net) 152 (170)
Interest paid (refer note 4 below) (293) (305)
Repayment of lease liability (204) -
Net cash (used in)/ generated from financing activities (C) (1,345) 2,383
Net increase / (decrease) in cash and cash equivalents (A + B + C) 122 (28)
Cash and cash equivalents at the beginning of the year 63 91
Cash and cash equivalents at the end of the year 185 63
Notes to Cash Flow Statement:

1. Reconciliation between the opening and closing balances in the balance sheet for liabilities arising from financial activities*:
(` in million)
Particulars For the year For the year
ended ended
31 March 2020 31 March 2019
Opening balance 3,940 4,125
Cash flow during the year (645) (185)
Non cash changes 44 -
Closing balance 3,339 3,940
* includes current maturities of non-current borrowings and interest accrued thereon but does not include lease liability,
Refer note 2.18, 2.23 & 2.25
2. The above Standalone statement of cash flow has been prepared under the indirect method set out in Ind-AS 7 "Statement of
Cash Flow".
3. Cash and cash equivalents consists of cash in hand and balances with scheduled banks. Refer note 2.11
4. Includes interest on lease liabilities amounting to ` 59 million (Previous year ` Nil)

(DIN:-03033960)

111
Standalone Statement of Changes in Equity

A. Equity share capital

(` in million)
Particulars Amount
Balance as at 1 April 2018 419
Changes in equity share capital during the year 35
Balance as at 31 March 2019 454
Changes in equity share capital during the year -
B. Other equity
(` in million)
Reserves and surplus Items of Other Total
(1) Comprehensive
Income (2)
Capital Capital Securities General Employee stock Equity component of Retained Remeasurement
redemption reserve on premium reserve compensation compound financial earnings of defined
reserve amalgamation reserve option instrument - Cumulative benefit
outstanding redeemable preference share obligations
Balance as at 1 April 2018 192 460 1,115 412 21 47 4,218 - 6,465
Profit for the year - - - - - - 1,606 - 1,606
Other comprehensive income - - - - - - - (7) (7)
Total comprehensive income for the year - - - - - - 1,606 (7) 1,599
Transfer to general reserve - - - 106 - - (106) - -
Remeasurement of defined benefit liability/ - - - - - - (7) 7 -
(asset)
Premium on issue of shares - QIP - - 3,021 - - - - 3,021
Interim dividend (including tax) - - - - - - (68) - (68)
Final dividend (including tax) - - - - - - (115) - (115)
Employee stock compensation expense - - - - 16 - - - 16
Balance as at 31 March 2019 192 460 4,136 518 37 47 5,528 - 10,918
Balance as at 1 April 2019 192 460 4,136 518 37 47 5,528 - 10,918
Loss for the year - - - - - - (2,411) (2,411)
Other comprehensive income - - - - - - - (14) (14)
Total comprehensive income for the year - - - - - - (2,411) (14) (2,425)
Impact on account of adoption of Ind - - - - - - (84) - (84)
AS 116
Remeasurement of defined benefit - - - - - - (14) 14 -
liability/(asset)
Interim dividend (including tax) - - - - - - (96) - (96)
Final dividend (including tax) - - - - - - (107) - (107)
Employee stock compensation expense - - - - 3 - - - 3
Balance as at 31 March 2020 192 460 4,136 518 40 47 2,816 - 8,209
Notes:
(1) During the year ended 31 March 2020 and 31 March 2019, the Company has paid dividend to its shareholders. This has resulted in payment of
Dividend Distribution Tax (DDT) to the taxation authorities. The Company believes that DDT represents additional payment to taxation authority
on behalf of the shareholders. Hence DDT paid is charged to equity.
(2) Refer note 2.17.2 for nature and purpose of other equity.

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112
Notes to the financial statements

1. Reporting entity
Items Measurement Basis
Minda Corporation Limited (the ‘Company’) is a company Certain financial assets Fair Value
domiciled in India, with its registered office situated at A-15, and liabilities (including
Phase -1 Ashok Vihar, Delhi - 110052. The principal place of derivatives instruments)
business is 5th Floor, Plot no-404/405, Sector -20, Udyog Vihar,
Liabilities for equity- Fair Value
Phase-III, Gurugram, Haryana, 122016. The Company has been
settled share-based
incorporated under the provisions of Indian Companies Act and
payment Arrangements
its equity shares are listed on BSE Limited (BSE) and National
Stock Exchange of India (NSE). The Company is primarily Net defined benefit Fair value of plan assets
involved in manufacturing of Automobile Components and Parts (asset)/ liability less present value of
thereof. defined benefit obligations
Pursuant to the Scheme of Amalgamation ('Scheme') under the (iv) Use of estimates and judgement
provisions of Section 230 to 232 of the Companies Act, 2013, In preparation of these standalone financial statements,
for amalgamation of Minda SAI Limited, Minda Automotive management has made judgements, estimates, and
Solutions Limited, Minda Management Services Limited, Minda assumptions that affect the application of accounting
Autoelektrik Limited and Minda Telematics and Electric Mobility policies and the reported amounts of assets and
Solutions Private Limited (formerly EI Labs India Private Limited) liabilities, income and expenses. Actual results may
(together referred to as “transferor companies”), into Minda differ from these estimates. Estimates and underlying
Corporation Limited (“Transferee Company”) as approved by assumptions are reviewed on an ongoing basis. Revision
the Hon'ble National Company Law Tribunal vide its order dated to accounting estimates are recognized prospectively.
19 July 2019, all the assets, liabilities, reserves and surplus of In particular, information about significant areas of
the transferor companies have been transferred to and vested estimation uncertainty and critical judgments in applying
in the Company without any consideration. Refer note 2.47 for accounting policies that have the most significant effect
detailed information on accounting of amalgamation. on the amounts recognized in the Standalone Financial
Statements is included in the following notes.
2. Significant accounting policies
Assumptions and estimation uncertainties
A. Basis of preparation
• Recognition and estimation of tax expense including
(i) Statement of compliance
deferred tax– Note 2.20
These standalone financial statements of the Company
• Estimated impairment of financial and non-financial
have been prepared in accordance with Indian Accounting
assets – Note 2B(viii) and 2B(xxii)
Standards (Ind AS) prescribed under Section 133 of
Companies Act, 2013 (the ‘Act’), read with Companies • Assessment of useful life of property, plant and
(Indian Accounting Standards) Rules as amended from equipment and intangible asset – Note 2.1 and 2.2
time to time and other relevant provisions of the Act.
• Estimation of obligations relating to employee
The financial statements were authorized for issue by the benefits: key actuarial assumptions –Note 2.21.2
Company’s Board of Directors on 15 July 2020.
• Valuation of Inventories – Note 2.9
(ii) Functional and presentation currency
• Share based payments – Note 2.41
The management has determined the currency of the
• Recognition and measurement of provisions and
primary economic environment in which the Company
contingency: Key assumption about the likelihood
operates i.e., functional currency, to be Indian Rupees (Rs.).
and magnitude of an outflow of resources – Note
All amounts have been rounded-off to the nearest million
2.37
Rupees unless otherwise indicated. Further, at some
places ‘-’ are also put up to values below Rs. 500,000 to • Fair value measurement – Note 2.51
make financials in round off to Rupees in millions.
• Leases: point xvi (i) and Note 2.38
(iii) Basis of measurement
v) Measurement of fair values
These Standalone Financial Statements have been
A number of accounting policies and disclosures require
prepared on a historical cost basis, except for the following
measurement of fair values, for both financial and non-
items which have been measured at fair value or revalued
financial assets and liabilities.
amount:
113
The Company has an established control framework a liability for at least 12 months after the reporting
with respect to the measurement of fair values. The period.
management regularly reviews significant unobservable
Current assets include the current portion of non-current
inputs and valuation adjustments. If third party information,
financial assets. All other assets are classified as non-
such as broker quotes or pricing services, is used to
current.
measure fair values, then the management assesses the
evidence obtained from the third parties to support the Liabilities
conclusion that these valuations meet the requirements
A liability is classified as current when it satisfies any of the
of Ind AS, including the level in the fair value hierarchy in
following criteria:
which the valuations should be classified.
a) it is expects to settle in its normal operating cycle;
Significant valuation issues are reported to the Company’s
audit committee b) it hold primarily for the purpose of trading;
Fair values are categorised into different levels in a fair c) the liability is due to be settled within 12 months after
value hierarchy based on the inputs used in the valuation the reporting period; or
techniques as follows:
d) it does not have an unconditional right to defer
Level 1: quoted prices (unadjusted) in active markets settlement of the liability for at least 12 months after
for identical assets or liabilities. the reporting period. Terms of a liability that could, at
the option of the counterparty, result in its settlement
Level 2:
inputs other than quoted prices included
by the issue of equity instruments do not affect its
in Level 1 that are observable for the asset
classification.
or liability, either directly (i.e. as prices) or
indirectly (i.e. derived from prices). Deferred tax assets and liabilities are classified as non-
current assets and liabilities.
Level 3: inputs for the asset or liability that are not based
on observable market data (unobservable Current liabilities include current portion of non-current
inputs). financial liabilities. All other liabilities are classified as non-
current.
When measuring the fair value of an asset or a liability, the
Company uses observable market data as far as possible. Operating cycle is the time between the acquisition of
If the inputs used to measure the fair value of an asset or assets for processing and their realisation in cash or cash
a liability fall into different levels of the fair value hierarchy, equivalents. Based on the nature of services and the time
then the fair value measurement is categorised in its entirety between the acquisition of assets for processing and their
in the same level of the fair value hierarchy as the lowest realisation in cash and cash equivalents, the Company
level input that is significant to the entire measurement. has ascertained its operating cycle being a period within
12 months for the purposes of classification of assets and
The Company recognises transfers between levels of
liabilities as current and non-current.
the fair value hierarchy at the end of the reporting period
during which the change has occurred. ii) Foreign currency transactions and translations
Further information about the assumptions made in Foreign currency transactions are translated into the
measuring fair values is included in Note 2.41 – Financial functional currency using the exchange rates at the
instruments. dates of transactions and monetary assets and liabilities
denominated in foreign currencies as at the balance sheet
B. Summary of significant accounting policies
date, are translated at the balance sheet date exchange
i) Current and non current classification rates. Foreign exchange gains and losses resulting from
settlement of such transactions and from the translation
The Company presents assets and liabilities in the balance
of monetary assets and liabilities denominated in foreign
sheet based on current/ non-current classification.
currencies at the balance sheet date exchange rates are
Assets generally recognised in statement of profit and loss.
An asset is classified as current when it satisfies any of the Non-monetary items that are measured at fair value in
following criteria: a foreign currency are translated using the exchange
rates at the date when the fair value was determined.
a) it is expects to be realise the assets, or intends to
Translation differences on assets and liabilities carried at
sell or consume it, in its normal operating cycle;
fair value are reported as part of the fair value gain or loss.
b) it hold the asset primarily for the purpose of trading; For example, translation differences on non-monetary
assets and liabilities such as equity instruments (other than
c) it is expects to realise the asset within 12 months
investment in subsidiaries and joint ventures) held at fair
after the reporting period; or
value through profit or loss are recognized in statement
d) the asset is cash or cash equivalent unless the asset of profit or loss as part of the fair value gain or loss and
is restricted from being exchanged or used to settle translation differences on non-monetary assets such as
114
equity investments (other than investment in subsidiaries Contracts are subject to modification to account for
and joint ventures) classified as FVOCI are recognized in changes in contract specification and requirements. The
other comprehensive income. Company reviews modification to contract in conjunction
with the original contract, basis which the transaction price
The derivative financial instruments such as forward
could be allocated to a new performance obligation, or
exchange contracts to hedge its risk associated with
transaction price of an existing obligation could undergo
foreign currency fluctuation are stated at fair value. Any
a change. In the event transaction price is revised for
gains or losses arising from changes in fair value are taken
existing obligation, a cumulative adjustment is accounted
directly to the statement of profit or loss.
for.
iii) Revenue Recognition
Use of significant judgements in revenue recognition:
Revenue is recognized to the extent that it is probable that
a) The Company’s contracts with customers could
the economic benefits will flow to the Company and the
include promises to transfer products to a customer.
revenue can be reliably measured, regardless of when the
The Company assesses the products promised
payment is being made. Revenue is measured at the fair
in a contract and identifies distinct performance
value of the consideration received or receivable, taking
obligations in the contract. Identification of distinct
into account contractually defined terms of payment
performance obligation involves judgement to
and excluding taxes or duties collected on behalf of the
determine the deliverables and the ability of the
government.
customer to benefit independently from such
However, Goods and Services Tax (GST) is not received by deliverables.
the Company on its own account. Rather, it is tax collected
b) Judgement is also required to determine the
on value added to the commodity by the seller on behalf of
transaction price for the contract. The transaction
the government. Accordingly, it is excluded from revenue.
price could be either a fixed amount of customer
The specific recognition criteria described below must consideration or variable consideration with elements
also be met before revenue is recognized. such as volume discounts, service level credits,
performance bonuses, price concessions and
Sale of goods
incentives. The transaction price is also adjusted for
The Company recognized revenue when (or as) a the effects of the time value of money if the contract
performance obligation was satisfied, i.e. when 'control' includes a significant financing component. Any
of the goods underlying the particular performance consideration payable to the customer is adjusted
obligation were transferred to the customer. to the transaction price, unless it is a payment for
a distinct product or service from the customer.
Further, revenue from sale of goods is recognized based
The estimated amount of variable consideration is
on a 5-Step Methodology which is as follows:
adjusted in the transaction price only to the extent
Step 1: Identify the contract(s) with a customer that it is highly probable that a significant reversal
in the amount of cumulative revenue recognised
Step 2: Identify the performance obligation in contract
will not occur and is reassessed at the end of
Step 3: Determine the transaction price each reporting period. The Company allocates
the elements of variable considerations to all the
Step 4:
Allocate the transaction price to the performance obligations of the contract unless there
performance obligations in the contract is observable evidence that they pertain to one or
Step 5: Recognise revenue when (or as) the entity more distinct performance obligations.
satisfies a performance obligation c) The Company uses judgement to determine
an appropriate standalone selling price for a
Revenue is measured based on the transaction price,
performance obligation. The Company allocates the
which is the consideration, adjusted for volume discounts,
transaction price to each performance obligation
service level credits, performance bonuses, price
on the basis of the relative standalone selling price
concessions and incentives, if any, as specified in the
of each distinct product or service promised in the
contract with the customer. Revenue also excludes taxes
contract.
collected from customers.
d) The Company exercises judgement in determining
Contract assets are recognised when there is excess
whether the performance obligation is satisfied at a
of revenue earned over billings on contracts. Contract
point in time or over a period of time. The Company
assets are classified as unbilled receivables (only act of
considers indicators such as how customer
invoicing is pending) when there is unconditional right to
consumes benefits as services are rendered or who
receive cash, and only passage of time is required, as per
controls the asset as it is being created or existence
contractual terms.
of enforceable right to payment for performance to
Unearned or deferred revenue is recognised when there date and alternate use of such product or service,
is billings in excess of revenues. transfer of significant risks and rewards to the
115
customer, acceptance of delivery by the customer, If significant parts of an item of property, plant and
etc. equipment have different useful lives, then they are
accounted for as separate items (major components) of
Export benefits
property, plant and equipment.
Export incentive entitlements are recognized as income
A property, plant and equipment is eliminated from the
when the right to receive credit as per the terms of the
Standalone Financial Statements on disposal or when
scheme is established in respect of the exports made,
no further benefit is expected from its use and disposal.
and where there is no uncertainty regarding the ultimate
Assets retired from active use and held for disposal are
collection of the relevant export proceeds.
generally stated at the lower of their net book value and
Other operating income net realizable value. Any gain or losses arising disposal
of property, plant and equipment is recognized in the
Service income including job work income is recognized
Standalone Statement of Profit and Loss.
as per the terms of contracts with customers when the
related services are rendered. Income from royalty, Once classified as held-for-sale, property, plant and
technical know-how arrangements is recognized on an equipment are no longer depreciated.
accrual basis in accordance with the terms of the relevant
Gains or losses arising from de-recognition of property, plant
agreement.
and equipment are measured as the difference between
Dividend and interest income the net disposal proceeds and the carrying amount of the
asset and are recognized in the Standalone Statement of
Dividend income is recognized when the right to
Profit and Loss when the asset is derecognized.
receive the income is established. Income from interest
on deposits, loans and interest bearing securities is The residual values, useful lives and methods of
recognized using the effective interest method. depreciation of property, plant and equipment are
reviewed at each financial year end and adjusted
iv) Property, plant and equipment
prospectively, if appropriate.
(a) Recognition and measurement
Advance paid towards the acquisition of fixed assets
Item of property, plant and equipment are carried at are shown under non-current asset and tangible fixed
cost, which includes capitalized borrowing costs, less assets under construction are disclosed as capital work-
accumulated depreciation and accumulated impairment in-progress. Capital work in progress includes cost of
losses, if any. assets at site, direct and indirect expenditure incidental
to construction and interest on the funds deployed for
Cost of an item of property, plant and equipment includes
construction..
its purchase price, import duties and non-refundable
purchase taxes, duties or levies, after deducting trade (c) Subsequent costs
discounts and rebates, any other directly attributable
Subsequent costs are included in the asset’s carrying
cost of bringing the asset to its working condition for
amount or recognized as a separate asset, as appropriate,
its intended use and estimated cost of dismantling and
only when it is probable that future economic benefits
removing the items and restoring the site on which it is
associated with the item will flow to the Company and the
located. The present value of the expected cost for the
cost of the item can be measured reliably. The carrying
decommissioning of an asset after its use is included in the
amount of any component accounted for as a separate
cost of the respective asset if the recognition criteria for a
asset is derecognized when replaced. The costs of the
provision are met. Refer to note 2(A)(iv)regarding significant
day to day servicing of property, plant and equipment are
accounting judgements, estimates and assumptions.
recognised in the standalone statement of profit and loss
The cost of a self-constructed item of property, plant and as incurred.
equipment comprises the cost of materials and direct labor,
(d) Depreciation
any other costs directly attributable to bringing the item
to working condition for its intended use, and estimated Depreciation on property, plant and equipment is
costs of dismantling and removing the item and restoring provided on the straight-line method at the rates reflective
the site on which it is located. of the estimated useful life of the assets estimated by the
management.
An item of property, plant and equipment and any significant
part initially recognized is de-recognized upon disposal or The identified components are depreciated over their
when no future economic benefits are expected from its useful life, the remaining asset is depreciated over the
use or disposal. Any gain or loss arising on de-recognition life of the principal asset. Leasehold improvements are
of the asset (calculated as the difference between the net depreciated over the shorter of the lease term and their
disposal proceeds and the carrying amount of the asset) useful lives. Freehold land is not depreciated.
is included in the Standalone Statement of Profit and Loss
The Company has used the following rates to provide
when the asset is derecognized.
depreciation which coincides with the rates indicated in
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Schedule II of the Act on its property, plant and equipment, Intangible assets are derecognised on disposal or when
except for Non – commercial vehicles. no future economic benefits are expected from its use
and disposal. Losses arising from retirement and gains
Asset category Life or losses arising from disposal of intangible assets are
Factory Buildings 30 years measured as the difference between the net disposal
proceeds and the carrying amount of the asset and are
Plant and Machinery 5 – 15 years
recognised in the standalone statement of profit and loss.
Electrical Installations 10 years
vi) Borrowing Cost
Office Equipment 5 years
Borrowing costs that are directly attributable to the
Furniture & Fixtures 10 years
acquisition, construction or development of qualifying
Computer hardware 3 years assets are capitalized. Capitalization of borrowing costs
The management has estimated, supported by ceases when substantially all the activities necessary
independent assessment by technical experts, to prepare the qualifying assets for their intended uses
professionals, the useful lives vehicles as 4 years which is are complete. Qualifying assets are assets which take a
lower than those indicated in Schedule II. substantial period of time to get ready for their intended
use or sale. Borrowing costs include exchange differences
Depreciation methods, useful lives and residual values arising from foreign currency borrowings to the extent
are reviewed at each financial year end and adjusted, that they are regarded as an adjustment to interest costs.
if appropriate. Based on technical evaluation and Other borrowing costs are recognized as an expense in
consequent advice, the management believes that its the standalone statement of profit and loss in the year in
estimates of useful lives as given above best represent which they are incurred.
the period over which management expects to use these
vii) Inventories
assets.
Inventories which includes raw materials, components,
Depreciation on additions (disposals) is provided on a pro-
stores, work in progress, finished goods and spares are
rata basis i.e. from (upto) the date on which asset is ready
valued at lower of cost and net realizable value. However,
for use (disposed of). raw materials, components and other items held for use
v) Goodwill and other intangible assets in the production of inventories are not written down
below cost if the finished products in which they will be
a) Recognition and measurement incorporated are expected to be sold at or above cost
Intangible assets comprise of goodwill, computer software, or in cases where material prices have declined and it is
brands and trademarks acquired for internal use and are estimated that the cost of the finished products will exceed
recorded at the consideration paid for acquisition of such their net realisable value. The basis of determination of
assets are carried at cost less accumulated amortization cost for various categories of inventory is as follows:
and accumulated impairment, if any. Goodwill represents
Raw materials, : Cost is determined on weighted
the excess of purchase consideration over the fair value of
components and average basis.
net assets/liabilities purchased.
stores and spares
The useful lives of intangible assets are assessed as either and stock in trade
finite or indefinite Finished goods : Material cost plus appropriate
b) Subsequent costs share of labour and production
overheads. Cost of finished goods
Subsequent costs are included in the asset’s carrying includes excise duty, wherever
amount or recognized as a separate asset, as appropriate, applicable.
only when it is probable that future economic benefits
Work in progress : Material cost plus appropriate
associated with the item will flow to the Company and the share of the labour and production
cost of the item can be measured reliably. overheads depending upon the
c) Amortisation stage of completion, wherever
applicable.
The intangible (except goodwill) assets are amortised over
Tools, moulds and : Material cost plus appropriate
the period of five years, which in the management’s view
dies share of the labour and production
represent the economic useful life. Amortisation expense
overheads, depending upon the
is charged on a pro-rata basis for assets purchased during
stage of completion and includes
the year. The amortization period and the amortization
excise duty, wherever applicable.
method for an intangible asset are reviewed at the end of
each reporting period. Goodwill is tested for impairment Net realizable value is the estimated selling price in the
on an annual basis. ordinary course of business, less estimated costs of
117
completion and the estimated costs necessary to make The Company’s corporate assets do not generate
the sale. The net realizable value of work-in-progress is independent cash inflows. To determine impairment of a
determined with reference to the selling prices of related corporate asset, recoverable amount is determined for the
finished products. CGUs to which the corporate asset belongs.
The comparison of cost and net realizable value is made An impairment loss is recognized if the carrying amount
on an item-by-item basis of an asset or CGU exceeds its estimated recoverable
amount. Impairment losses, if any, are recognized in the
viii) Impairment of non-financial assets Standalone Statement of Profit and Loss. Impairment
The Company assesses, at each reporting date, whether losses of continuing operations, including impairment on
there is an indication that an asset may be impaired. If any inventories, are recognized in the statement of profit and
indication exists, or when annual impairment testing for loss, except for properties previously revalued with the
an asset is required, the Company estimates the asset’s revaluation surplus taken to OCI. For such properties, the
recoverable amount. impairment is recognized in OCI up to the amount of any
previous revaluation surplus.
For impairment testing, assets that do not generate
independent cash inflows are grouped together into In regard to assets for which impairment loss has been
cash-generating units (CGUs). Each CGU represents the recognized in prior period, the Company reviews at each
smallest Group of assets that generates cash inflows that reporting date whether there is any indication that the loss
are largely independent of the cash inflows of other assets has decreased or no longer exists. An impairment loss is
or CGUs. reversed if there has been a change in the estimates used
to determine the recoverable amount. Such a reversal is
An asset’s recoverable amount is the higher of an
made only to the extent that the asset’s carrying amount
individual asset’s or cash-generating unit’s (CGU) fair value
does not exceed the carrying amount that would have
less costs of disposal and its value in use. Recoverable
been determined, net of depreciation or amortization, if
amount is determined for an individual asset, unless the
no impairment loss had been recognized.
asset does not generate cash inflows that are largely
independent of those from other assets or group of assets. An assessment is made at each reporting date to determine
When the carrying amount of an asset or CGU exceeds its whether there is an indication that previously recognized
recoverable amount, the asset is considered impaired and impairment losses no longer exist or have decreased. If
is written down to its recoverable amount. such indication exists, the Company estimates the asset’s
or CGU’s recoverable amount. A previously recognized
In assessing value in use, the estimated future cash flows
impairment loss is reversed only if there has been a change in
are discounted to their present value using a pre-tax
the assumptions used to determine the asset’s recoverable
discount rate that reflects current market assessments of
amount since the last impairment loss was recognized. The
the time value of money and the risks specific to the asset.
reversal is limited so that the carrying amount of the asset
In determining fair value less costs of disposal, recent
does not exceed its recoverable amount, nor exceed the
market transactions are taken into account. If no such
carrying amount that would have been determined, net of
transactions can be identified, an appropriate valuation
depreciation, had no impairment loss been recognized for
model is used. These calculations are corroborated by
the asset in prior years. Such reversal is recognized in the
valuation multiples, quoted share prices for publicly traded
Standalone Statement of Profit and Loss unless the asset is
companies or other available fair value indicators.
carried at a revalued amount, in which case, the reversal is
After impairment, depreciation is provided on the revised treated as a revaluation increase.
carrying amount of the asset over its remaining useful life.
Goodwill is tested for impairment annually at the CGU
The Company bases its impairment calculation on detailed level, as appropriate, and when circumstances indicate
budgets and forecast calculations, which are prepared that the carrying value may be impaired.
separately for each of the Company’s CGUs to which
ix) Cash flow statement
the individual assets are allocated. These budgets and
forecast calculations generally cover a period of five years. Cash flows are reported using the indirect method, whereby
For longer periods, a long-term growth rate is calculated profit for the period is adjusted for the effects of transactions
and applied to project future cash flows after the fifth year. of a non-cash nature, any deferrals or accruals of past or
To estimate cash flow projections beyond periods covered future operating cash receipts or payments and item of
by the most recent budgets/forecasts, the Company income or expenses associated with investing or financing
extrapolates cash flow projections in the budget using cash flows. The cash flows from operating, investing and
a steady or declining growth rate for subsequent years, financing activities of the Company are segregated.
unless an increasing rate can be justified. In any case,
x) Research and Development
this growth rate does not exceed the long-term average
growth rate for the products, industries, or country or Revenue expenditure on research is expensed off under
countries in which the entity operates, or for the market in the respective heads of account in the year in which it is
which the asset is used. incurred.
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Capitalised development expenditure is stated at cost Defined contribution plan:

less accumulated amortisation and impairment losses, if
Provident fund: Eligible employees of the Indian entities
any. Property, plant and equipment used for research and
receive benefits from the provident fund, which is a
development are depreciated in accordance with the
defined contribution plan. Both the employees and the
Company’s policy as stated above. Expenditure incurred
Indian entity make monthly contributions to the provident
at development phase, where it is reasonably certain that
fund (with Regional Provident Fund Commissioner) equal
outcome of development will be commercially exploited
to specified percentage of the covered employee’s basic
to yield economic benefits to the Company, is considered
salary. The Company has no further obligations under the
as an intangible asset and amortized over the estimated
plan beyond its monthly contributions.
life of the assets.
Eligible employees of certain overseas entities receive
xi) Corporate Social Responsibility ("CSR") expenditure: benefits from the social security contribution plans, which
CSR expenditure incurred by the Company is charged to is a defined contribution plan. These entities have no
the Standalone Statement of the Profit and Loss further obligations under the plan beyond its monthly
contributions.
xii) Government Grant and Subsidies
Defined benefit plan:
Grants from the government are recognised at their fair
value where there is a reasonable assurance that the Gratuity: The Indian entities provide for gratuity, a defined
grant will be received and the Company will comply with benefit retirement Plan (the “Gratuity Plan”) covering
all the attached conditions. eligible employees. The Plan provides payment to
vested employees at retirement, death or termination
Government grant relating to income are deferred and of employment, of an amount based on the respective
recognised in the standalone statement of profit and loss employee’s salary and the tenure of employment with
over the period necessary to match them with the costs the Company. Liabilities related to the Gratuity Plan are
that they are intended to compensate and presented determined by actuarial valuation as at the balance sheet
within other income other than export benefits which are date.
accounted for in the year of export based on eligibility and
there is no uncertainty in receiving the same. Other long term employee benefit:
Government grants relating to purchase of property, plant Compensated absence: Un-availed leaves for the year
and equipment are included in non-current liabilities are accumulated and allowed to carried over to the next
as deferred income and are credited to the standalone year and are within service period of the employees
statement of profit and loss on a straight line basis over the in accordance with the service rules of the Company.
expected lives of the related assets and presented within Provision for compensated absence is made by the Indian
income. entities based on the amount payable as per the above
service, based on actuarial valuation as at the balance
When the Company receives grants of non-monetary sheet date.
assets, the asset and the grant are recorded at fair value
amounts and released to profit or loss over the expected Other employee benefit plans:
useful life in a pattern of consumption of the benefit of the Actuarial valuation:
underlying asset i.e. by equal annual instalments.
The liability in respect of all defined benefit plans and
xiii)
Cash dividend and non-cash distribution to equity other long term employee benefit is accrued in the books
holders of account on the basis of actuarial valuation carried out
by an independent actuary primarily using the Projected
The Company recognizes a liability to make cash
Unit Credit Method, which recognizes each year of service
distributions to equity holders when the distribution
as giving rise to additional unit of employee benefit
is authorized and the distribution is no longer at the
entitlement and measure each unit separately to build
discretion of the Company. As per the corporate laws in
up the final obligation. The obligation is measured at the
India, a distribution is authorized when it is approved by
present value of estimated future cash flows.
the shareholders. A corresponding amount is recognized
directly in equity. The discount rates used for determining the present value
of obligation under defined benefit plans, is based on the
xiv) Employee Benefits
market yields on Government securities as at the Balance
Short – term employee benefits Sheet date, having maturity periods approximating to the
terms of related obligations.
All employee benefits payable/available within twelve
months of rendering the service are classified as short- Actuarial gains and losses are recognized immediately
term employee benefits. Benefits such as salaries, in the Standalone Statement of profit and loss. Gains or
wages and bonus etc., are recognized in the standalone losses on the curtailment or settlement of any defined
statement of profit and loss in the period in which the benefit plan are recognized when the curtailment or
employee renders the related service. settlement occurs.
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Remeasurement gains and losses arising from experience An entity shall reassess whether a contract is, or contains,
adjustments and changes in actuarial assumptions are a lease only if the terms and conditions of the contract are
recognised in the period in which they occur, directly in changed.
other comprehensive income. They are included in ‘other
This policy is applicable to contracts entered into, or
equity’ in the standalone statement of Changes in Equity
changed, on or after 1 April 2019.
and in the standalone Balance Sheet.
At inception or on reassessment of a contract that
xv) Accounting for warranty
contains a lease component, the Company allocates the
Provision for warranty related costs are recognized when consideration in the contract to each lease component on
the product is sold or service provided and is based on the basis of their relative stand-alone prices.
historical experience. The provision is based on technical
Company as lessee
evaluation/ historical warranty data and after weighting of
all possible outcomes by their associated probabilities. The Company accounts for assets taken under lease
The estimate of such warranty related costs is revised arrangement in the following manner:
annually. Where the effect of the time value of money is The Company recognises a right-of-use asset and a lease
material, the amount of a provision is the present value liability at the lease commencement date. The right of use
of the expenditure expected to be required to settle the asset is initially measured at cost, which comprises the
obligation. initial amount of the lease liability adjusted for any lease
xvi) Leases payments made at or before the commencement date,
plus any initial direct costs incurred and an estimate of
Effective 1 April 2019, the Company has applied Ind AS costs to dismantle and remove the underlying asset or
116 using modified retrospective approach and therefore to restore the underlying asset or the site on which it is
the comparative information has not been restated and located, less any lease incentive received.
continues to be reported under Ind AS 17. The details
of accounting policies under Ind AS 17 are disclosed The right of use asset is subsequently depreciated using
separately if they are different from those under Ind AS 116 the straight line method from the commencement date
and the impact of changes is disclosed a note below. to the end of the lease term. The estimated useful lives
of right-of-use assets are determined on the basis of
Policy applicable from 1 April 2019 remaining lease term. In addition, the right-of-use asset
At inception of a contract, the Company assesses whether is periodically reduced by impairment losses, if any, and
a contract is, or contains, a lease. A contract is, or contains, adjusted for certain remeasurements of the lease liability.
a lease if the contract conveys the right to control the use The lease liability is initially measured at the present
of an identified asset for a period of time in exchange for value of the lease payments that are not paid at the
consideration. To assess whether a contract conveys the commencement date, discounted using the Company's
right to control the use of an identified asset, the Company incremental borrowing rate.
assess whether:
Lease payments included in the measurement of the
the contract involves the use of an identified asset - this lease liability comprise the fixed payments, including in-
may be specified explicitly or implicitly and should be substance fixed payments.
physically distinct or represent substantially all of the
The lease liability is measured at amortised cost using the
capacity of a physically distinct asset. If the supplier has
effective interest method. It is remeasured when there is
a substantive substitution right, then the asset is not
a change in future lease payments arising from a change
identified;
in an index or rate, if there is a change in Company's
the Company has the right to obtain substantially all of estimate of the amount expected to be payable under
the economic benefits from use of the asset through the a residual value guarantee, or if the Company changes
period of use; and its assessment of whether it will exercise a purchase,
extension or termination option.
the Company has the right to direct the use of the asset.
The Company has this right when it has the decision- When the lease liability is remeasured in this way, a
making rights that are most relevant to changing how and corresponding adjustment is made to the carrying amount
for what purpose the asset is used. In rare cases, where of the right-of-use asset, or is recorded in profit or loss
the decision about how and for what purpose the asset if the carrying amount of the right-of-use asset has been
is used is predetermined, the Company has the right to reduced to zero.
direct the use of the asset if either:
Short-term leases and leases of low-value assets
• the Company has the right to operate the asset; or
The Company has elected not to recognise right-of use
• the Company designed the asset in a way that assets and lease liabilities for short term leases that have
predetermines how and for what purpose it will be a lease term of 12 months or less and leases of low value
used assets. The Company recognises the lease payments
120
associated with these leases as an expense on a straight- profit and loss except to the extent that it relates to items
line basis over the lease term. recognised directly in equity.
Policy applicable before 1 April 2019 (a) Current tax
In the comparative period, a lease arrangement is Current tax comprises the expected tax payable or
classified as either a finance lease or an operating lease, receivable on the taxable income or loss for the year and
based on the substance of the lease arrangement. any adjustment to the tax payable or receivable in respect
of previous years. The amount of current tax reflects the
Finance leases
best estimate of the tax amount expected to be paid or
Assets held under finance lease are initially recognised as received after considering the uncertainty, if any, related
assets at the fair value at the inception of lease or at the to income taxes.
present value of the minimum lease payments, whichever Current income tax assets and liabilities are measured
is lower. Lease payments are apportioned between at the amount expected to be recovered from or paid to
finance charges and reduction of the lease liability so as the taxation authorities. The tax rates and tax laws used
to achieve a constant rate of interest on the remaining to compute the amount are those that are enacted or
balance of the liability. Finance charges are recognised in substantively enacted, at the reporting date.
finance costs in the statement of profit and loss, unless
they are directly attributable to qualifying assets, in Current income tax relating to items recognized outside
which case they are capitalized in accordance with the profit or loss is recognized outside profit or loss (either
Company's general policy on the borrowing cost. in other comprehensive income or in equity). Current
tax items are recognized in correlation to the underlying
A leased asset is depreciated over the useful life of the transaction either in OCI or directly in equity. Management
asset. However, if there is no reasonable certainty that the periodically evaluates positions taken in the tax returns with
Company will obtain ownership by the end of the lease respect to situations in which applicable tax regulations
term, the asset is depreciated over the shorter of the are subject to interpretation and establishes provisions
estimated useful life of the asset and the lease term. where appropriate.
Operating leases Current tax assets and current tax liabilities are offset
Lease rental expenses from operating leases is generally only if there is a legally enforceable right to set off the
recognised on a straight-line basis over the term of the recognized amounts, and it is intended to realise the asset
relevant lease. Where the rentals are structured solely and settle the liability on a net basis or simultaneously.
to increase in line with expected general inflation to (b) Deferred tax
compensate for the lessor's expected inflationary cost
Deferred tax is recognised in respect of temporary
increases, such increases are recognised in the year in
differences between the carrying amounts of assets and
which such benefits accrue. Contingent rentals arising
liabilities for financial reporting purposes and the amounts
under operating leases are recognised as an expense in
used for taxation purposes
the period in which they are incurred.
Deferred tax liabilities are recognised for all taxable
xvii) Segment reporting
temporary differences. Deferred tax assets are recognised
Basis for segmentation for unused tax losses, unused tax credits and deductible
temporary differences to the extent that it is probable
An operating segment is a component of the Company
that future taxable profits will be available against which
that engages in business activities from which it may
they can be used. Deferred tax assets unrecognised or
earn revenues and incur expenses, including revenues
recognised, are reviewed at each reporting date and are
and expenses that relate to transactions with any of the
recognised / reduced to the extent that it is probable / no
Company’s other components, and for which discrete
longer probable respectively that the related tax benefit
financial information is available. The Company is primarily
will be realised. Significant management judgement is
engaged in the manufacturing and assembling of safety
required to determine the probability of deferred tax
and security systems and its associated components for
asset. Deferred tax is measured at the tax rates that
the automotive industry. All operating segments’ operating
are expected to apply to the period when the asset is
results are reviewed regularly by the Company’s Chief
realised or liability is settled, based on the laws that have
Operating Decision Maker (“CODM”) to make decisions
been enacted or substantively enacted by the reporting
about resources to be allocated to the segments and
date. The measurement of deferred tax reflects the tax
assess their performance. CODM believes that these are
consequences that would follow from the manner in which
governed by same set of risk and returns hence CODM
the Company expects, at the reporting date, to recover or
reviews as one balance sheet component.
settle the carrying amount of its assets and liabilities.
xviii) Income taxes
Deferred tax relating to items recognized outside profit
Income Income tax expense comprises current and or loss is recognized outside profit or loss (either in other
deferred tax. It is recognised in standalone statement of comprehensive income or in equity). Deferred tax items
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are recognized in correlation to the underlying transaction within the control of the Company. When there is a possible
either in OCI or directly in equity obligation or a present obligation in respect of which the
likelihood of outflow of resources is remote, no provision
Minimum Alternative Tax (“MAT”) credit entitlement under
or disclosure is made.
the provisions of the Income-tax Act, 1961 is recognised
as a deferred tax asset when it is probable that future Provision for onerous contracts, i.e. contracts where the
economic benefit associated with it in the form of expected unavoidable costs of meeting the obligations
adjustment of future income tax liability, will flow to the under the contract exceed the economic benefits
Company and the asset can be measured reliably. MAT expected to be received under it, are recognized when
credit entitlement is set off to the extent allowed in the it is probable that an outflow of resources embodying
year in which the Company becomes liable to pay income economic benefits will be required to settle a present
taxes at the enacted tax rates. MAT credit entitlement is obligation as a result of an obligating event, based on a
reviewed at each reporting date and is recognised to reliable estimate of such obligation.
the extent that is probable that future taxable profits will
The Company does not recognise assets which are
be available against which they can be used. MAT credit
of contingent nature until there is virtual certainty of
entitlement has been presented as deferred tax asset
realisability of such assets. However, subsequently, if
in consolidated balance sheet. Significant management
it becomes virtually certain that an inflow of economic
judgement is required to determine the probability of
benefits will arise, asset and related income is recognised
recognition of MAT credit entitlement.
in the standalone financial statements of the period in
Deferred tax assets and liabilities are offset only if there which the change occurs.
is a legally enforceable right to set off the recognised
xxi) Cash and cash equivalents
amounts, and it is intended to realise the asset and settle
the liability on a net basis or simultaneously. Cash and cash equivalents comprise cash balances on
hand, cash balance with bank and cheques in hands and
xix) Earnings per Share
highly liquid investments with maturity period of three
Basic earnings/ (loss) per share are calculated by dividing months or less from the date of investment.
the net profit or loss for the year attributable to equity For the purpose of the statement of cash flows, cash and
shareholders by the weighted average number of equity cash equivalents consist of cash at bank, cash on hand
shares outstanding during the year. The weighted average and cheques on hand as they are considered an integral
number of equity shares outstanding during the year part of the Company’s cash management
is adjusted for events of bonus issue, if any, that have
changed the number of equity shares outstanding, without xxii) Financial instruments
a corresponding change in resources. A financial instrument is any contract that gives rise to
For the purpose of calculating diluted earnings/ (loss) per a financial asset of one entity and a financial liability or
share, the net profit or loss for the year attributable to equity instrument of another entity.
equity shareholders and the weighted average number of i. Recognition and initial measurement
shares outstanding during the year are adjusted for the
effects of all dilutive potential equity shares except where Trade receivables and debt securities are initially
the results will be anti-dilutive. recognized when they are originated. All other financial
assets and financial liabilities are initially recognized
xx) Provisions, contingent liabilities and contingent assets when the Company becomes a party to the contractual
A provision is created when there is a present obligation provisions of the instrument.
as a result of a past event and it is more likely than not that A financial asset or financial liability is initially measured
there will be an outflow of resources embodying economic at fair value plus, for an item not at fair value through
benefits to settle such obligation and the amount of such profit and loss (‘FVTPL’), transaction costs that are directly
obligation can be reliably estimated. If the effect of the attributable to its acquisition or issue.
time value of money is material, provisions are determined
ii. Classification and subsequent measurement
by discounting the expected future cash flows at a pre-
tax rate that reflects current market assessments of the Financial assets
time value money and risks specific to the liability. When
On initial recognition, a financial asset is classified as
discounting is used, the increase in the provision due to
measured at:
passage of time is recognised as finance cost. These are
reviewed at each Balance Sheet date and adjusted to - Amortized cost;
reflect current management estimates.

-
Fair Value through Other Comprehensive Income
Contingent liabilities are disclosed in respect of possible (‘FVOCI’) – debt instrument;
obligations that have arisen from past events and
- FVOCI – equity investment; or
the existence of which will be confirmed only by the
occurrence or non-occurrence of future events not wholly - FVTPL
122
Financial assets are not reclassified subsequent to their recognition, the Company may irrevocably designate a
initial recognition, except if and in the period the Company financial asset that otherwise meets the requirements to
changes its business model for managing financial assets. be measured at amortized cost or at FVOCI as at FVTPL if
doing so eliminates or significantly reduces an accounting
A financial asset is measured at amortized cost if it meets
mismatch that would otherwise arise.
both of the following conditions and is not designated as
at FVTPL: Equity investments
- the asset is held within a business model whose All equity investments in scope of Ind AS 109 are measured
objective is to hold assets to collect contractual cash at fair value. Equity instruments which are held for trading
flows; and and contingent consideration recognised by an acquirer
- the contractual terms of the financial asset give in a business combination to which Ind AS 103 applies are
rise on specified dates to cash flows that are solely classified as at FVPL. For all other equity instruments, the
payments of principal and interest (SPPI) on the Company may make an irrevocable election to present
principal amount outstanding. in other comprehensive income subsequent changes in
the fair value. The Company makes such election on an
This category is the most relevant to the Company. After instrument by-instrument basis. The classification is made
initial measurement, such financial assets are subsequently on initial recognition and is irrevocable.
measured at amortized cost using the effective interest
rate (EIR) method. Amortized cost is calculated by taking If the Company decides to classify an equity instrument
into account any discount or premium on acquisition and as at FVOCI, then all fair value changes on the instrument,
fees or costs that are an integral part of the EIR. The EIR excluding dividends, are recognised in the OCI. There is
amortisation is included in finance income in the profit or no recycling of the amounts from OCI to the Statement of
loss. The losses arising from impairment are recognized in Profit and Loss, even on sale of investment. However, the
the profit or loss. This category generally applies to trade Company may transfer the cumulative gain or loss within
and other receivables. Company has recognized financial equity.
assets viz. security deposit, trade receivables, employee Equity instruments included within the FVPL category are
advances at amortized cost. measured at fair value with all changes recognised in the
A debt instrument is measured at FVOCI if it meets both Standalone Statement of Profit and Loss.
of the following conditions and is not designated as at Investments in joint ventures/ associate
FVTPL:
Investments in joint ventures are carried at cost less
- the asset is held within a business model whose accumulated impairment losses, if any. Where an
objective is achieved by both collecting contractual indication of impairment exists, the carrying amount of
cash flows and selling financial assets; and the investment is assessed and written down immediately
- the contractual terms of the financial asset give to its recoverable amount. On disposal of investments
rise on specified dates to cash flows that are solely in joint ventures, the difference between net disposal
payments of principal and interest (SPPI) on the proceeds and the carrying amounts are recognized in the
principal amount outstanding. Standalone Statement of Profit and Loss.
Debt instruments included within the FVTOCI category are Investments in subsidiaries
measured initially as well as at each reporting date at fair
Investments in subsidiaries are carried at cost less
value. Fair value movements are recognized in the other
accumulated impairment losses, if any. Where an
comprehensive income (OCI). However, the Company
indication of impairment exists, the carrying amount of
recognizes interest income, impairment losses & reversals
the investment is assessed and written down immediately
and foreign exchange gain or loss in the Statement of
to its recoverable amount. On disposal of investments
Profit and Loss. On de-recognition of the asset, cumulative
in subsidiaries, the difference between net disposal
gain or loss previously recognized in OCI is re-classified
proceeds and the carrying amounts are recognized in the
from the equity to Standalone Statement of Profit and Loss.
Standalone Statement of Profit and Loss.
Interest earned whilst holding FVTOCI debt instrument is
reported as interest income using the EIR method. Financial assets: Business model assessment
On initial recognition of an equity investment that is not The Company makes an assessment of the objective
held for trading, the Company may irrevocably elect to of the business model in which a financial asset is held
present subsequent changes in the investment’s fair value at a portfolio level because this best reflects the way
in OCI (designated as FVOCI – equity investment). This the business is managed and information is provided to
election is made on an investment-by-investment basis. management. The information considered includes:
All financial assets not classified as measured at amortized - the stated policies and objectives for the portfolio
cost or FVOCI as described above are measured at FVTPL. and the operation of those policies in practice. These
This includes all derivative financial assets. On initial include whether management’s strategy focuses on
123
earning contractual interest income, maintaining a prepayment feature is insignificant at initial recognition.
particular interest rate profile, matching the duration
Financial assets: Subsequent measurement and gains and
of the financial assets to the duration of any related
losses
liabilities or expected cash outflows or realising cash
flows through the sale of the assets; Financial These assets are subsequently
- how the performance of the portfolio is evaluated assets at measured at fair value. Net gains and
and reported to the Company’s management; FVTPL losses, including any interest or dividend
income, are recognized in profit or loss.
- the risks that affect the performance of the business
Financial These assets are subsequently measured
model (and the financial assets held within that
assets at at amortized cost using the effective
business model) and how those risks are managed;
amortized interest method. Interest income,
- the frequency, volume and timing of sales of financial cost foreign exchange gains and losses are
assets in prior periods, the reasons for such sales recognized in profit or loss. Any gain or
and expectations about future sales activity. loss on derecognition is recognized in
profit or loss.
Financial assets that are held for trading or are managed
and whose performance is evaluated on a fair value basis Debt These assets are subsequently
are measured at FVTPL. investment measured at fair value. Interest income
at FVOCI under the effective interest method,
Financial assets: Assessment whether contractual cash foreign exchange gains and losses and
flows are solely payments of principal and interest impairment are recognized in profit or
For the purpose of this assessment ‘Principal’ is defined loss. Other net gains and losses are
as the fair value of the financial asset on initial recognition. recognized in OCI. On derecognition,
‘Interest’ is defined as consideration for the time value of gains and losses accumulated in OCI are
money and for the credit risk associated with the principal reclassified to profit or loss.
amount outstanding during a particular period of time and Equity These assets are subsequently measured
for other basic lending risks and costs (e.g. liquidity risk investment at fair value. Dividends are recognized
and administrative costs), as well as a profit margin. at FVOCI as income in profit or loss unless the
dividend clearly represents a recovery of
In assessing whether the contractual cash flows are
part of the cost of the investment. Other
solely payments of principal and interest, the Company
net gains and losses are recognized in
considers the contractual terms of the instrument. This
OCI and are not reclassified to profit or
includes assessing whether the financial asset contains a
loss.
contractual term that could change the timing or amount
of contractual cash flows such that it would not meet Financial liabilities: Classification, subsequent
this condition. In making the assessment, the Company measurement and gains and losses
considers:
Financial liabilities are classified as measured at amortized
- contingents events that would change the amounts cost or FVTPL. A financial liability is classified as at FVTPL
or timings of cash flows; if it is classified as held‑ for‑ trading, or it is a derivative
or it is designated as such on initial recognition. Financial
- terms that may adjust the contractual coupon rate,
liabilities at FVTPL are measured at fair value and net gains
including variable interest rate features;
and losses, including any interest expense, are recognized
- prepayment and extension features; and in profit or loss. Other financial liabilities are subsequently
- terms that limit the Company’s claim to cash flows measured at amortized cost using the effective interest
from specified assets (e.g. non - recourse features) method. Interest expense and foreign exchange gains and
losses are recognized in profit or loss. Any gain or loss on
A prepayment feature is consistent with the solely payments derecognition is also recognized in profit or loss.
of principal and interest criterion if the prepayment amount
substantially represents unpaid amounts of principal and iii. Derecognition
interest on the principal amount outstanding, which may Financial assets
include reasonable additional compensation for early
termination of the contract. Additionally, for a financial The Company derecognizes a financial asset when the
asset acquired at a significant discount or premium to its contractual rights to the cash flows from the financial asset
contractual amount, as feature that permits or requires expire, or it transfers the rights to receive the contractual
prepayment at an amount that substantially represents cash flows in a transaction in which substantially all of the
the contractual par amount plus accrued (but unpaid) risks and rewards of ownership of the financial asset are
contractual interest (which may also include reasonable transferred or in which the Company neither transfers nor
additional compensation for early termination) is treated retains substantially all of the risks and rewards of ownership
as consistent with this criterion if the fair value of the and does not retain control of the financial asset.
124
If the Company enters into transactions whereby it 12 month ECL is used to provide for impairment loss.
transfers assets recognized on its balance sheet, but However, if credit risk has increased significantly, lifetime
retains either all or substantially all of the risks and rewards ECL is used. If, in a subsequent period, credit quality of
of the transferred assets, the transferred assets are not the instrument improves such that there is no longer a
derecognized. significant increase in credit risk since initial recognition,
then the entity reverts to recognizing impairment loss
Financial liabilities
allowance based on 12 month ECL.
The Company derecognizes a financial liability when Measurement of expected credit losses
its contractual obligations are discharged or cancelled,
or expire. The Company also derecognizes a financial Expected credit losses are a probability-weighted estimate
liability when its terms are modified and the cash flows of credit losses. Credit losses are measured as the present
under the modified terms are substantially different. In this value of all cash shortfalls (i.e. the difference between the
case, a new financial liability based on the modified terms cash flows due to the Company in accordance with the
is recognized at fair value. The difference between the contract and the cash flows that the Company expects to
carrying amount of the financial liability extinguished and receive).
the new financial liability with modified terms is recognized Presentation of allowance for expected credit losses in
in profit or loss. the balance sheet
iv. Offsetting Loss allowance for financial assets measured at amortized
Financial assets and financial liabilities are offset and the cost are deducted from the gross carrying amount of the
net amount presented in the balance sheet when, and only assets. For debt securities at FVOCI, the loss allowance
when, the Company currently has a legally enforceable is charged to the Standalone Statement of the Profit and
right to set off the amounts and it intends either to settle Loss and is recognized in OCI.
them on a net basis or to realise the asset and settle the Write-off
liability simultaneously.
The gross carrying amount of a financial asset is written
v. Derivative financial instruments off (either partially or in full) to the extent that there is no
The Company uses derivative instruments such as foreign realistic prospect of recovery. This is generally the case
exchange forward contracts and currency swaps to when the Company determines that the debtor does not
hedge its foreign currency and interest rate risk exposure. have assets or sources of income that could generate
Embedded derivatives are separated from the host sufficient cash flows to repay the amounts subject to the
contract and accounted for separately if the host contract write- off. However, financial assets that are written off
is not a financial asset and certain criteria are met. could still be subject to enforcement activities in order to
comply with Company’s procedures for the recovery of
Derivatives are initially measured at fair value. Subsequent amount due.
to initial recognition, derivatives are measured at fair value
and changes therein are generally recognized in profit In accordance with Ind AS 109, the Company applies
and loss. expected credit loss (ECL) model for the measurement and
recognition of impairment loss on the following financial
Impairment of financial assets assets and credit risk exposure:
The Company recognizes loss allowances for expected a. Financial assets that are debt instruments, and
credit losses on: are measured at amortized cost e.g., deposits and
- Financial assets measured at amortized cost; and advances
- Financial assets measured at FVOCI – debt b. Trade receivables that result from transactions that
instruments. are within the scope of Ind AS 115
At each reporting date, the Company assesses whether c. Financial guarantee contracts which are not
financial assets carried at amortized cost and debt measured as at FVTPL.
instruments at FVOCI are credit-impaired. A financial asset The Company follows ‘simplified approach’ for recognition
is ‘credit-impaired’ when one or more events that have a of impairment loss allowance on Trade receivables.
detrimental impact on the estimated future cash flows of
The application of simplified approach does not require
the financial asset have occurred.
the Company to track changes in credit risk. Rather, it
Evidence that a financial asset is credit – impaired includes recognizes impairment loss allowance based on lifetime
the following observable data: ECLs at each reporting date, right from its initial recognition.
For recognition of impairment loss on financial assets and For recognition of impairment loss on other financial
risk exposure, the Company determines that whether there assets and risk exposure, the Company determines that
has been a significant increase in the credit risk since initial whether there has been a significant increase in the
recognition. If credit risk has not increased significantly, credit risk since initial recognition. If credit risk has not
125
increased significantly, 12-month ECL is used to provide xxiii) Employee stock option schemes
for impairment loss. However, if credit risk has increased
The Company has adopted the policy to account for
significantly, lifetime ECL is used. If, in a subsequent
Employees Welfare Trust as a legal entity separate from
period, credit quality of the instrument improves such that
the company but as a subsidiary of the company. Any
there is no longer a significant increase in credit risk since
loan from the company to the trust is accounted for as a
initial recognition, then the entity reverts to recognising
loan in accordance with its term. The cost is calculated
impairment loss allowance based on 12-month ECL.
based on the fair value method i.e. the excess of fair
Lifetime ECL are the expected credit losses resulting value of underlying equity shares as of the date of the
from all possible default events over the expected life of grant of options over the exercise price of such options
a financial instrument. The 12-month ECL is a portion of is regarded as employee compensation and in respect
the lifetime ECL which results from default events that are of the number of options that are expected to ultimately
possible within 12 months after the reporting date. vest, such cost is recognised on a straight line basis over
the period over which the employees would become
ECL is the difference between all contractual cash flows
unconditionally entitled to apply for the shares. The grant
that are due to the Company in accordance with the
date fair value of options granted to employees of the
contract and all the cash flows that the entity expects to
Company is recognized as an employee expense, and
receive (i.e., all cash shortfalls), discounted at the original
those granted to employees of subsidiaries is considered
EIR. When estimating the cash flows, an entity is required
as the Company’s equity contribution and is added to the
to consider:
carrying value of investment in the respective subsidiaries,
• All contractual terms of the financial instrument with a corresponding increase in share option outstanding
(including prepayment, extension, call and similar account, over the period that the employees become
options) over the expected life of the financial unconditionally entitled to the options. The cost
instrument. However, in rare cases when the recognised at any date at least equals the fair value of
expected life of the financial instrument cannot be the vested portion of the option at that date. Adjustment, if
estimated reliably, then the entity is required to any, for difference in initial estimate for number of options
use the remaining contractual term of the financial that are expected to ultimately vest and related actual
instrument experience is recognised in the Statement of Profit and
• Cash flows from the sale of collateral held or Loss of that period. In respect of vested options expire
other credit enhancements that are integral to the unexercised, the related cumulative cost is credited to the
contractual terms General Reserve. Note – 2.41.
ECL impairment loss allowance (or reversal) recognized The expense is recorded for each separately vesting
during the period is recognized as income/ expense portion of the award as if the award was, in substance,
in the Standalone Statement of Profit and Loss. This multiple awards. The increase in equity recognized in
amount is reflected under the head ‘other expenses’ in connection with share based payment transaction is
the Standalone Statement of Profit and Loss. The balance presented as a separate component in equity under
sheet presentation for various financial instruments is “employee stock option outstanding account”. The amount
described below: recognized as an expense is adjusted to reflect the actual
number of stock options that vest. For the option awards,
• Financial assets measured as at amortized cost and grant date fair value is determined under the option-
contractual revenue receivables: ECL is presented pricing model (BlackScholes Merton). Corresponding
as an allowance, i.e., as an integral part of the balance of a share based payment reserve is transferred
measurement of those assets in the balance sheet. to general reserve upon expiry of grants or upon exercise
The allowance reduces the net carrying amount. of stock options by an employee, as the Company is
Until the asset meets write-off criteria, the Company operating the Employee Stock Option schemes through
does not reduce impairment allowance from the Minda Corporation Ltd. Employee Stock Option Scheme
gross carrying amount. Trust, which has purchased share from the company.
• Loan commitments and financial guarantee xxiv) Business Combinations
contracts: ECL is presented as a provision in the
balance sheet, i.e. as a liability. Business combinations (other than business combinations
between common control entities) are accounted for
For assessing increase in credit risk and impairment loss, using the purchase (acquisition) method. The cost
the Company combines financial instruments on the basis of an acquisition is measured as the fair value of the
of shared credit risk characteristics with the objective of consideration transferred, equity instruments issued, and
facilitating an analysis that is designed to enable significant liabilities incurred or assumed at the date of exchange.
increases in credit risk to be identified on a timely basis. The consideration transferred does not include amounts
The Company does not have any purchased or originated related to the settlement of pre-existing relationships;
credit-impaired (POCI) financial assets, i.e., financial assets such amounts are generally recognised in the standalone
which are credit impaired on purchase/ origination. statements of profit or loss and other comprehensive
126
income. The cost of acquisition also includes the fair comparatives are revised. The assets and liabilities
value of any contingent consideration. Identifiable acquired are recognized at their carrying amounts. The
assets acquired and liabilities and contingent liabilities identity of the reserves is preserved, and they appear
assumed in a business combination are measured initially in the financial statements of the Company in the same
at fair value at the date of acquisition. Transaction costs form in which they appeared in the financial statement
incurred in connection with a business combination are of the acquired entity. The differences, if any, between
expensed as incurred. The excess of the consideration the consideration and the amount of share capital of the
transferred over the fair value of the net identifiable acquired entity is transferred to capital reserve.
assets acquired is recorded as goodwill. If those amounts
xxv) Exceptional items
are less than the fair value of the net identifiable assets
of the business acquired, the difference is recognised When an item of income or expense within Statement of
in other comprehensive income and accumulated in profit and loss from ordinary activity is of such size, nature
equity as capital reserve provided there is clear evidence or incidence that their disclosure is relevant to explain the
of the underlying reasons for classifying the business performance of the Company for the year, the nature and
combination as a bargain purchase. amount of such items is disclosed as exceptional.
Business combinations arising from transfers of interests C. Recent accounting pronouncements

in entities that are under the control of the shareholder
Ministry of Corporate Affairs ("MCA") notifies new standard
that controls the Company are accounted for as if the
or amendments to the existing standards. There is no such
acquisition had occurred at the beginning of the earliest
notification which would have been applicable from 1 April
comparative period presented or, if later, at the date
2020.
that common control was established; for this purpose
127
2.1 (a) Property, plant and equipment and capital work in progress
128
(` in million)
Gross block Accumulated depreciation Net block
Balance Additions Reclassified Disposals Balance as Balance Depreciation Reclassified On disposals Balance as Balance as
as at 1 on account of at 31 March as at 1 for the year on account of at 31 March at 31 March
April 2019 adoption of 2020 April adoption of 2020 2020
Ind AS 116 2019 Ind AS 116
(a) (b) (c) (d) (e) = (f) (g) (h) (i) ( j) = (f+g- (k) = (e-j)
(a+b-c-d) h-i)
Freehold land 45 4 - - 49 - - - - - 49
Leasehold land 286 - 286 - - 9 - 9 - - -
Buildings 1,005 17 - 5 1,017 118 41 - 3 156 861
Leasehold improvements 109 27 - - 136 30 13 - - 43 93

Plant and equipment 3,357 1,044 - 20 4,381 909 453 - 15 1,347 3,034
Furniture and fixtures 121 14 - 2 133 39 16 - 2 53 80
Vehicles 205 29 - 39 195 61 45 - 13 93 102
Office equipment 146 6 - 6 146 67 18 - 5 80 66
Computer hardware 113 10 - 7 116 64 22 - 6 80 36
Assets under finance lease
Plant and equipment 9 - 9 - - 4 - 4 - - -
Total (A) 5,396 1,151 295 79 6,173 1,301 608 13 44 1,852 4,321
Capital work-in-progress 146 827 - 698 275 - - - - - 275
Total (B) 146 827 - 698 275 - - - - - 275
Total (A+B) 5,542 1,978 295 777 6,448 1,301 608 13 44 1,852 4,596
Notes :-
(i) Refer to note 2.18 and 2.23 for information on Property, plant and equipment pledged as security by the Company.
(` in million)
Balance as at Additions Disposals Balance as at Balance as at Depreciation On disposals Balance as at Balance as at
1 April 2018 31 March 2019 1 April 2018 for the year 31 March 2019 31 March 2019
(a) (b) (c) (d) = (a+b-c) (e) (f) (g) (h) = (e+f-g) (i) = (d-h)
Freehold land 26 19 - 45 - - - - 45
Leasehold land 265 21 - 286 6 3 - 9 277
Buildings 986 21 2 1,005 68 51 1 118 887
Leasehold improvements 98 11 - 109 20 10 - 30 79
Plant and equipment 2,621 756 20 3,357 525 396 12 909 2,448
Furniture and fixtures 112 11 2 121 26 15 2 39 82
Vehicles 183 49 27 205 29 42 10 61 144
Office equipment 131 20 5 146 51 20 4 67 79
Computer hardware 95 22 4 113 41 26 3 64 49
Plant and equipment 9 - - 9 4 - - 4 5
Total (A) 4,526 930 60 5,396 770 563 32 1,301 4,095
Capital work-in-progress 113 130 97 146 - - - - 146
Total (B) 113 130 97 146 - - - - 146
Total (A+B) 4,639 1,060 157 5,542 770 563 32 1,301 4,241
2.1 (b) Right of use assets
(` in million)
Balance Transition Additions Reclassified Disposals Balance Balance as Depreciation Reclassified On Balance as Balance as
as at 1 impact of on account as at at 1 April on account disposals at 31 March at 31 March
April 2019 Ind AS 116 of adoption 31 March 2019 of adoption 2020 2020
of Ind AS 2020 of Ind AS 116
116
(a) (b) (c) (d) (e) (f) = (g) (h) (i) ( j) (k) = (l) = (f-k)
(a+b+c+d-e) (g+h+i-j)
Leasehold land - 3 3 286 - 292 - 7 9 - 16 276
Building - 536 37 - 7 566 - 157 - - 157 409
Plant and equipment - - - 9 3 6 - - 4 - 4 2
Total - 539 40 295 10 864 - 164 13 - 177 687
2.2 Goodwill
(` in million)
Gross block Accumulated impairment Net block
Balance as at Additions Disposals Balance as at Balance as at Impairment On Balance as at Balance as at
1 April 2019 31 March 2020 1 April 2019 for the year disposals 31 March 2020 31 March 2020
(a) (b) (c) (d) = (a+b-c) (e) (f) (g) (h) = (e+f-g) (i) = (h-d)
Goodwill 204 - - 204 - - - - 204
Total (A) 204 - - 204 - - - - 204
(` in million)
Balance as at Additions Disposals Balance as at Balance as at Impairment On Balance as at Balance as at
1 April 2018 31 March 2019 1 April 2018 for the year disposals 31 March 2019 31 March 2019
(a) (b) (c) (d) = (a+b-c) (e) (f) (g) (h) = (e+f-g) (i) = (h-d)
Goodwill 204 - - 204 - - - - 204
CORPORATE OVERVIEW
Total (A) 204 - - 204 - - - - 204

Impairment testing of goodwill
For the purposes of impairment testing, goodwill is allocated to the Cash Generating Unit (CGU) which represents the lowest level at which the goodwill is monitored for internal
management reporting purposes.
The recoverable amount of the cash generating unit was based on its value in use. The value in use of this unit was determined to be higher than the carrying amount and an analysis of
the calculation's sensitivity towards change in key assumptions did not identify any probable scenarios where the CGU recoverable amount would fall below their carry amount.
mANAGEMENT REPORTS
Value in use was determined by discounting the future cash flows generated from the continuing use of the CGU. The calculation was based on the following key assumptions:
i. The anticipated annual revenue growth and margin included in the cash flow projections are based on past experience, actual operating results and the 5-year business plan in all
periods presented.
ii. The terminal growth rate ranges from 4% to 5% representing management view on the future long-term growth rate.
iii. Discount rate ranging from 11% to 14% for all periods presented was applied in determining the recoverable amount of the CGU. The discount rate was estimated based on past
experience and companies average weighted average cost of capital.
129
The values assigned to the key assumptions represent the management's assessment of future trends in the industry and based on both internal and external sources.
FINANCIAL STATEMENTS
2.3 Intangible assets
130
(` in million)
Gross block Accumulated amortisation Net block
Balance as at Additions Additions Balance as at Balance as at Amortisation On disposals Balance as at 31 Balance as at 31
1 April 2019 31 March 2020 1 April 2019 for the year March 2020 March 2020
Brands/trademarks 134 - - 134 61 23 - 84 50

Computer software 143 9 1 151 65 28 1 92 59
Total (B) 277 9 1 285 126 51 1 176 109

Total (A+B) 481 9 1 489 126 51 1 176 313
(` in million)
Balance as at Additions Additions Balance as at Balance as at Amortisation On disposals Balance as at Balance as at
1 April 2018 31 March 2019 1 April 2018 for the year 31 March 2019 31 March 2019
Brands/trademarks 134 - - 134 37 24 - 61 73

Computer software 122 27 6 143 41 28 5 65 79
Total (B) 256 27 6 277 78 52 5 126 152

Total (A+B) 460 27 6 481 78 52 5 126 356
2.4 Investments
(` in million)
Particulars As at As at
31 March 2020 31 March 2019
Investment in Preference Shares
- 520,000 (31 March 2019: 520,000) 0.001% Cumulative Redeemable 14 13
preference shares of ` 100 each in Minda Capital Private Limited
Investment in equity instruments of subsidiaries at cost
Unquoted equity instruments
- 3,000 (31 March 2019: 3,000) equity shares of Euro 100 each fully paid up 17 - 17 -
in Minda Europe B.V., Netherlands
Less: Provision for impairment loss (refer to note 2.49) (17) - 17
- 28,180,001 (31 March 2019: 28,180,001) investment in Minda KTSN Plastic 2,207 - 2,011 -
Solutions GmbH & Co. KG, Germany
Less: Provision for impairment loss (refer to note 2.49) (2,207) - - 2,011
- 10,000 (31 March 2019: 10,000) equity shares of ` 10 each fully paid up in - -
Spark Minda Foundation #
- 2,834,938 (31 March 2019: 2,834,938) equity shares of USD 1 each fully 560 560
paid up in Almighty International Pte Limited
Investment in equity instruments of joint ventures at cost
- 21,332,700 (31 March 2019: 21,332,700) equity shares of ` 10 each fully - -
paid up in Minda Vast Access Systems Private Limited *
- 6,069,000 ( 31 March 2019: 6,069,000) equity shares of ` 10 each fully 652 651
paid up in Minda Stoneridge Instruments Limited
Investment in equity instruments of associate at cost
Unquoted equity instruments
- 29,375,000 (31 March 2019: 29,375,000) equity shares of ` 10 each fully 273 273
paid up in Furukawa Minda Electric Private Limited (Formerly known as
Minda Furukawa Electric Private Limited) (refer to note 2.48)
1,499 3,525
# amount in absolute is ` 100,000 (31 March 2019: ` 100,000)
* amount in absolute is ` 901 (31 March 2019: ` 901)
(` in million)
31 March 2020 31 March 2019
Aggregate amount of unquoted investments (Gross of impairment) 3,723 3,525
Aggregate amount of quoted investments and market value thereof - -
Aggregate amount of impairment in value of investments (refer note 2.49) 2,224 -
2.5 Loans
(` in million)
31 March 2020 31 March 2019
- Non Current
Loans to related parties (refer to note 2.39 and 2.5.1) 102 102
Security deposits 74 67
Security deposits to related parties (refer to note 2.39) 39 34
215 203
131
2.5.1 Details of loans given to related parties

(` in million)
Name of subsidiary Rate of Nature of loan / As at As at
interest advance 31 March 2020 31 March 2019
Minda Corporation limited - Employee stock 10% Unsecured long term 102 102
option scheme trust loan
2.6 Other financial assets
(` in million)
31 March 2020 31 March 2019
-Non Current
Balances with banks
- Deposits due to mature after 12 months from the reporting date* 1 141
Interest accrued on loans and advances to related party 86 80
Interest accrued on fixed deposits - -
Advances to employees - -
87 221
* ` Nil million (31 March 2019: ` 1 million ) is held as margin money against letter of credit and bank guarantees.
2.7 Income tax assets
(` in million)
31 March 2020 31 March 2019
Advance income tax (net of provision) 27 48
27 48
2.8 Other non-current assets
(` in million)
31 March 2020 31 March 2019
Capital advances 100 32
Prepaid expenses 2 7
Others 18 -
120 39
2.9 Inventories
(Valued at lower of cost or net realisable value)
(` in million)
31 March 2020 31 March 2019
Raw materials (including packing materials) 1,595 1,231
Add: materials-in-transit 168 1,763 49 1,280
Work-in-progress 583 390
Finished goods and stock in trade 555 509
Add: goods-in-transit 279 834 323 832
Stores and spares 46 31
3,226 2,533
Refer to note 2.18 and 2.23 for information on inventories pledged as security by the Company.
132
2.10 Trade receivables

(` in million)
31 March 2020 31 March 2019
Unsecured
- Considered good 3,095 4,102
- Considered doubtful 21 22
Less: Provision for expected credit loss (21) (22)
Receivables from related parties (refer note 2.39) 175 376
3,270 4,478
Refer to note 2.18 and 2.23 for information on trade receivables pledged as security by the Company.
2.11 Cash and cash equivalents
(` in million)
31 March 2020 31 March 2019
Cash and cash equivalents
- Cash on hand 3 3
- Cheques, drafts on hand - -
Balances with banks
- Deposits with original maturity of 3 months or less 36 37
- On current accounts 144 22
- Other bank balances 2 1
185 63
2.12 Other bank balances

(` in million)
31 March 2020 31 March 2019
Balance with bank
- Deposits due to mature within 12 month on the reporting date** 3,763 3,157
3,763 3,157
** Deposits include ` 2 million (31 March 2019: ` 2 million) being fixed deposits held as margin money or security against
borrowings, guarantee.
2.13 Loans
(` in million)
31 March 2020 31 March 2019
Current
Loans to related parties (refer to note 2.39 and 2.13.1) 414 230
Less: Loss allowance for doubtful loan (refer to note 2.49) (414) -
7 238
2.13.1 Details of loans given to related parties

(` in million)
Name of subsidiary Rate of Nature of loan / As at As at
interest advance 31 March 2020 31 March 2019
Minda KTSN Plastic Solution GMBH & Co.KG, 12% Unsecured short term -* 230
Germany (refer note 2.13) loan
* Net of provision for loss allowance amounting to ` 414 million (previous year ` Nil)
133
(` in million)
Movement in loss allowance on loans As at As at
31 March 2020 31 March 2019
Opening balance - -
Add : Created during the year 414 -
Less : Utilisation during the year - -
Closing balance 414 -
(` in million)
31 March 2020 31 March 2019
-Current
Interest accrued on fixed deposits and loans to related parties 134 199
Unbilled revenue 2 18
Advances to employees (refer to note 2.14.1) 19 21
Receivable from related parties 47 42
Sub total 202 280
Less: Loss allowance for interest accrued on loan to related parties (refer to note (110) -
2.49)
Less: Loss allowance for receivable from related parties (refer to note 2.49) (47) -
45 280
(` in million)
Movement in loss allowance for interest accrued on loan to related parties As at As at
and receivable from related parties 31 March 2020 31 March 2019
Opening balance - -
Add : Created during the year 157 -
Less : Utilisation during the year - -
Closing balance 157 -
2.14.1 Loans and advances due by officers of the Company

(` in million)
31 March 2020 31 March 2019
Dues from officers of the Company (either severally or jointly) - 1
- 1
2.15 Other current assets

(` in million)
31 March 2020 31 March 2019
Balances with government authorities 283 252
Advances to suppliers 237 103
Forward cover receivable [net of forward payable of ` 224 million (31 March 2019: 10 20
` 142 million)]
Other receivable 5 27
623 442
134
2.16 Share capital

(` in million)
31 March 2020 31 March 2019
2.16.1 Authorised
250,000,000 (31 March 2019: 250,000,000) equity shares of ` 2 each 500 500
240,000 (31 March 2019: 240,000) 0.001% cumulative redeemable preference 192 192
shares of ` 800 each
692 692
2.16.2 Issued, subscribed and fully paid- up shares
Equity shares of ` 2 each (previous year ` 2 each)
227,222,285 (31 March 2019: 227,222,285) equity shares of ` 2 each 454 454
454 454
2.16.3 Reconciliation of share capital outstanding as at the beginning and at the end of the year
Equity shares of ` 2 each (31 March 2019: ` 2 each) fully paid up
(` in million)
As at 31 March 2020 As at 31 March 2019
Number of Amount Number of Amount
shares shares
Balance as at the beginning of the year (face value ` 2 227,222,285 454 209,311,640 419
per share)
Add: Issued during the year (face value ` 2 per share) - - 17,910,645 35
Balance as at the end of the year [face value of ` 2 each 227,222,285 454 227,222,285 454
(31 March 2019: ` 2 each)]
Pursuant to the approval of the shareholders on 23 December 2014, the Company had allotted Bonus shares in the ratio of 1:1
and the nominal value of shares of the Company has been sub-divided from ` 10 (Rupees Ten) per share to ` 2 (Rupees Two) per
share. Consequent to the same, the number of the equity shares of the Company has increased from 20,931,164 equity shares
of ` 10 each to 209,311,640 shares of ` 2 each.
2.16.4 Rights, preferences and restrictions attached to each class of shares
Equity shares of ` 2 each (31 March 2019: ` 2 each) fully paid up
The Company has one class of equity shares having a par value of ` 2 per share (31 March 2019: ` 2 each). Each shareholder
is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the
shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity
shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in
proportion to their shareholding.
2.16.5 Details of shareholders holding more than 5% shares as at year end
a) Equity shares of ` 2 each (31 March 2019: ` 2 each) fully paid up
Name of shareholders As at 31 March 2020 As at 31 March 2019

% of Number of % of Number of
holdings shares held holdings shares held
(i) Ashok Minda 35.9% 81,466,380 35.9% 81,466,380
(ii) Sarika Minda 14.7% 33,394,900 14.7% 33,394,900
(iii) Minda Capital Private Limited 17.0% 38,581,298 17.0% 38,581,298
153,442,578 153,442,578
b) Shares held by subsidiary
Name of subsidiary As at 31 March 2020 As at 31 March 2019

(i) Almighty International PTE Limited, Singapore - - 0.14% 300,000
135
2.16.6 Shares allotted as fully paid up by way of bonus issue (during five years immediately preceding 31 March 2020)
Particulars Years (number and aggregate number of shares)

2019-20 2018-19 2017-18 2016-17 2015-16 2014-15
Fully paid up equity shares of ` 2 - - - - - 104,655,820
each
Cumulative number of shares of ` 192,508,430 192,508,430 192,508,430 192,508,430 192,508,430 192,508,430
2 each
2.16.7 Issue of shares to Minda Corporation Limited Employees' Stock Option Scheme
Pursuant to the Board of Director's approval in Board meeting held on 29 September 2011, the Company has constituted a trust
under the name ''Minda Corporation Limited Employee Stock Option Scheme Trust'' (MCL ESOS Trust), with the objective of
acquiring and holding of shares, warrants or other securities of the Company for the purpose of implementing the Company's
ESOP Scheme. The Company has contributed a sum of - million towards initial trust fund and later on advanced a sum or ` 134
Million to fund the purchase of Company's equity shares by MCL ESOS trust. The Company had issued and allotted, 267,092
equity shares of the Face Value ` 10 each at the premium of ` 490 per equity share to the MCL ESOS Trust, as approved in the
Extra ordinary general meeting dated 24 October 2011. Further, the Company had issued bonus shares in proportion of one
equity share for one share held on 29 March 2012, as decided in Extra ordinary general meeting held on 16 March 2012.
During the Financial year 2016-17, the members of the Company had approved ‘Employee Stock Option Scheme, 2017’ through
Postal Ballot on February 10, 2017. The plan envisaged grant of stock options to eligible employees at an exercise price equal
to the latest available closing price discounted by 50% or such other percentage as may be decided by the Nomination and
Remuneration Committee (Refer note 2.41).
2.16.8 Qualified Institutional Placement (QIP) of equity shares
During the year ended 31 March 2019, the Company has raised funds amounting to ` 3,056 million (net of expenses of `
50 million) by way of Qualified Institutional Placement (QIP) of equity shares for the objects of working capital requirement,
repayment of outstanding loan, investment in subsidiaries and joint ventures, to fund growth and expansion and towards
corporate general purpose. The Company has issued 17,910,645 shares at a price of ` 173.47 per share whereby equity share
capital has increased by ` 36 million and securities premium is increased by ` 3,020 million (net of expenses).
Details of utilization of QIP proceeds are as follows:
(` in million)
Objects of the issue as per prospectus Proceeds from Utilized upto 31 Unutilized
QIP March 2020 amount as at
31 March 2020
Working capital requirement, repayment of outstanding loan, 3,056 - 3,056
investment in subsidiaries and joint ventures, to fund growth
and expansion and towards corporate general purpose
The unutilized amount of the issue as at 31 March 2020 has been temporarily deployed in bank accounts.
136
2.17 Other Equity

(` in million)
31 March 2020 31 March 2019
Capital reserve on amalgamation (Refer note: 2.47)
Opening balance 460 460
Closing balance 460 460
Securities premium
Add: Premium on issue of shares - 3,071
Less: Amount utilised towards expenses for increase in share capital - (50)
Capital redemption reserve
Equity component of compound financial instrument - Cumulative redeemable
preference share
Employee stock compensation option outstanding
Add: Amount transferred to Employee stock compensation during the year 3 16
General reserve
Add: Amount transferred from surplus during the year - 106
Remeasurement of defined benefit obligation, net
Opening balance - -
Add / (less) : Remeasurement of define benefit obligation (14) (7)
Transferred to retained earning 14 7
Closing balance - -
Retained earnings
Add: Net profit for the year (2,411) 1,606
3,117 5,824
Less: Impact on account of adoption of Ind AS 116 (including tax) (84) -
Less : Interim dividend (including dividend distribution tax)
- equity shares at ` 0.35 per share (31 March 2019: ` 0.25 per share)] (96) (68)
Less : Final dividend (including dividend distribution tax)
- equity shares at ` 0.45 per share (31 March 2019: ` 0.45 per share)] (107) (115)
Add : Remeasurement of define benefit obligation (14) (7)
Less: Amount transferred to general reserve during the year - (106)
8,209 10,918
The Board of Directors, in their meeting held on 15 July 2020 has not recommended any final dividend .The total dividend
declared on equity shares of the Company for the year 2019-20 is ` 0.35 per equity share (face value of ` 2 per share).
137
2.17.1 Earning per share

(` in million)
ended ended
31 March 2020 31 March 2019
Net profit attributable to equity shareholders
(Loss)/Profit after tax (2,411) 1,606
Number of weighted average equity shares
Basic 227,222,285 224,719,702
Diluted 227,222,285 224,719,702
Nominal value of equity share (`) 2.00 2.00
Earnings per share (`) (Diluted) (10.61) 7.15
2.17.2 Nature and purpose of other equity
• Securities premium
The unutilized accumulated excess of issue price over face value on issue of shares. This reserve is utilised in accordance
with the provisions of the Act.
• Capital redemption reserve
This represents the unutilised accumulated amount set aside at the time of redemption of preference share. This reserve
is utilised in accordance with the provisions of the Act.
• General reserve
This represents appropriation of profit by the Company and is available for distribution of dividend.
• Employee stock compensation option outstanding
The fair value of the equity settled share based payment transactions with employees is recognised in Statement of
Profit and Loss with corresponding credit to ESOP outstanding. Further, equity settled share based payment transaction
with employees of subsidiary is recognised in investment of subsidiaries with corresponding credit to ESOP outstanding.
Corresponding balance of a ESOP outstanding is transferred to general reserve upon expiry of grants or upon exercise
of stock options by an employee, as the Company is operating the Employee Stock Option scheme.
• Remeasurements of defined benefit obligation, net
Remeasurements of defined benefit obligation comprises actuarial gains and losses and return on plan assets.
• Equity component of compound financial instrument - Cumulative redeemable preference share
The Company had issued compulsory redeemable preference shares @0.001% (below market rate). The same were
recorded at cost under previous GAAP. The Company has redeemed such preference shares during the current year.
Under Ind As, the preference shares is treated as compound financial instruments and accordingly, classified as financial
liability and equity. The same is recognised at amortized cost and is discounted using market rate. The differential between
Fair Value and Book Value is considered as equity portion of compound financial instrument.
• Capital Reserve on amalgamation
Accumulated capital surplus not available for distribution of dividend and expected to remain invested permanently.
138
2.18 Borrowings
(` in Million)
Particulars Footnote Non-current maturities Current maturities
As at As at As at As at
31 March 31 March 2019 31 March 31 March 2019
2020 2020
Secured
Term loans
from banks [1] 1,129 875 500 532
Vehicle Loan [2] 19 29 18 26
Deferred sales tax liabilities
State Industrial and Investment [3] 2 7 6 8
Corporation of Maharashtra Limited
(SICOM)
1,150 911 524 566
Less: Amount shown under other current - - 524 566
financial liabilities (refer to note 2.25)
1,150 911 - -
Footnotes:
(` in million)
No. Detail of Loan As at As at Details of security / guarantee#
31 March 31 March
2020* 2019*
1 Term loan from 1,255 915 Entire term loan is secured by first pari passu charge on all
banks(In INR) existing and future moveable fixed assets (excluding assets
exclusively charged to other lenders) of the Company.
Further, out of total loans
(a) Loans aggregating to ` 507 million (Previous Year:

` 659 million) are secured by first pari passu charge on the
immoveable properties of the Company situated at Sector
59, Noida (Uttar Pradesh) and Sector 32, Gurugram (Haryana).
(b) Loans aggregating to ` 548 million (Previous Year:

` 105 million) are secured by first pari passu charge on the
immoveable properties of the Company situated at Sector 59,
Noida (Uttar Pradesh), Sector 32, Gurugram (Haryana), Plot
No. D-225/1+D-226+227, Chakan Industrial Area, Bhamboli
& Dhanivalli village, Murbad, (Maharashtra), Plot No 9 & 9A,
Sector 10-Pantnagar (Uttrakhand), SIDCO Industrial Estate,
Kakkalur (Chennai) and with by way of equitable mortage
on land & building located at IMT, Bawal (Haryana) along
with second pari passu charge on all the existing and future
current assets of the Company.
(c.) Loans aggregating to ` 200 million (Previous Year: ` 151

millions) are secured by immovable properties located
at Sector 59, Noida (Uttar Pradesh), Sector 32, Gurugram
(Haryana), Plot No. D-225/1+D-226+227, Chakan Industrial
Area, Bhamboli (Maharashtra), Plot No 9 & 9A, Sector
10-Pantnagar (Uttrakhand) along with second pari passu
charge on all the existing and future current assets of the
Company.
139
No. Detail of Loan As at As at Details of security / guarantee#

31 March 31 March
2020* 2019*
Term loan from 374 492 Entire term loan is secured by first pari passu charge on all existing
banks-ECB (In USD) and future moveable fixed assets (excluding assets exclusively
charged to other lenders) along with second pari passu charge
on all the existing and future current assets of the Company.
(a) Loans aggregating to ` 225 million (Previous Year: ` 327

million) are secured by first pari passu charge on the
59, Noida (Uttar Pradesh), Plot No. D-225/1+D-226+227,
Chakan Industrial Area, Bhamboli (Maharashtra), Plot No 9 &
9A, Sector 10-Pantnagar (Uttrakhand), Sector 32, Gurugram
(Haryana).
(b) Loans aggregating to ` 149 million (Previous Year: ` 165

millions) are secured by First pari passu charge on the
immoveable properties of the Company situated at Dhanivalli
village, Murbad, (Maharashtra),SIDCO Industrial Estate,
Kakkalur (Chennai).
2 Vehicle Loan from 37 55 Vehicle loan is secured by way of hypothecation of respective
Kotak Mahindra vehicles.
Prime Ltd.
3 Deferred sales tax 8 15 Unsecured
liabilities (SICOM)
Total 1,674 1,477
*Net of transaction cost
# Certain immovable properties considered as security against above borrowings have been transferred to the Company pursuant to scheme
of amalgamation vide order dated 19 July 2019 are pending for registration in the name of the Company.
Terms of repayment:
(` in million)
Loan Frequency Interest rates As at 31 March 2020 As at 31 March 2019
Category of principal No. of Amount No. of Amount
repayments Installments Installments
due due
20 500 - -
16 150 - -
7.95% to 9.95% 4 44 8 89
Quarterly
(PY 9.00% to
repayments 2 50 6 150
10.00%)
2 4 6 13
Term loan - - 1 2
from banks
40 26 49 29
(denominated
in INR) 39 182 51 137
8.15% to 8.75% 25 75 37 111

Monthly
(PY 8.75% to 19 168 31 277
repayments
10.10%) 18 30 30 50
18 24 30 41
1 1 13 15
140

due due
Floating rate of 2 18 6 49
ECB loans 3 month-Libor 4 36 8 65
Quarterly
(denominated plus spread
in USD) ranging from
1.75% to 2.25% 14 149 17 165
Vehicle Loan Quarterly 8.00% - 9.50% 9-16 37 9-16 55
repayments (PY 9.00% to
9.50%)
Maturity profile for the year ended 31 March 2020:
(` in Million)
Loan Category Frequency Up to 31 Up to 31 Up to 31 Up to 31 Up to 31 Remaining
of principal March 2021 March March March March tenure after
repayments 2022 2023 2024 2025 1 April 2025
Quarterly 99 113 138 138 138 124
Term loan from repayments
banks (INR
denominated) Monthly 243 179 67 17 - -
repayments
ECB loans (USD Quarterly 158 105 89 21 - -
denominated) repayments
Deferred sales Annual 6 2
tax liabilities repayments
Total 506 399 294 176 138 124
Quarterly 18 12 7 1 - -
Vehicle Loan
repayments
(` in Million)
of principal March March 2021 March March March tenure after
repayments 2020 2022 2023 2024 1 April 2024
Quarterly 155 99 - - - -
Term loan from repayments
banks (INR
denominated) Monthly 234 229 155 35 7 -
repayments
ECB loans (USD Quarterly 151 145 96 82 19 -
denominated) repayments
Deferred sales Annual 8 7 - - - -
tax liabilities repayments
Total 548 480 251 117 26 -
Quarterly 18 18 12 7 - -
Vehicle Loan
repayments
141
2.19 Other financial liabilities

(` in Million)
31 March 2020 31 March 2019
Deferred consideration payable - 12
- 12
2.20 Deferred tax liabilities (Net)
A. Amounts recognised in statement of profit and loss
(` in Million)
Particulars For the year ended For the year ended
31 March 2020 31 March 2019
Current tax
Current tax 485 648
Adjustments in respect of current income tax of previous years (5) (20)
480 628
Deferred tax
Origination and reversal of temporary differences (89) 47
Adjustments in respect of deferred tax of previous years 12 -
(77) 47
Income tax expense reported in the statement of profit and loss 403 675
B. Unrecognised deferred tax assets:
(` in Million)
31 March 2020 31 March 2019
Deferred tax assets have not been recognised in respect of following items, because
it is not probable that future taxable profit will be available against which the Company
can use the benefits therefrom
Impairment loss on investments 2,225 -
Loss allowance on loans and receivable from related parties 571 -
Provision for corporate guarantee 870 -
3,666 -
Unrecognised tax effect:
The deductible temporary difference do not expire under current tax legislation 923 -
C.
The Company has elected to exercise the option permitted under section 115BAA of the Income-tax Act, 1961 as introduced
by the Taxation Laws (Amendment) Ordinance, 2019. Accordingly, the Company has recognized provision for income tax
for the year ended 31 March 2020 and re-measured its deferred tax liability basis the rate prescribed in the said section.
The full impact of this change amounting to Rs. 72 million has been recognized in the Statement of Profit and Loss.
D. Amounts recognised in other comprehensive Income/ (expense)
(` in Million)
31 March 2020 31 March 2019
Remeasurement of post employment benefit obligation 4 3
Income tax recognised in other comprehensive income/(expense) 4 3
142
E. Reconciliation of effective tax rate

Reconciliation of tax expense and the accounting profit/ (loss) multiplied by India’s domestic tax rate for the year ended
31 March 2020 and 31 March 2019:
(` in Million)
31 March 2020 31 March 2019
Rate Amount Rate Amount
Profit before tax from continuing (2,008) 2,281
operations
Tax using the Company’s domestic tax rate 25.17% (505) 34.94% 797
Tax effect of:
Provision for impairment of investments 45.97% 923 - -
and receivables [refer note 2.20(B) above]
Non-deductible expenses 0.96% 19 0.38% 9
Incremental allowance for research and - - -1.74% (40)
development expenditure
Tax-exempt income - Dividend income -0.44% (9) -0.61% (14)
Tax incentives - 80IC, 80IA and 80JJAA -0.03% (1) -1.90% (43)
deduction
Tax adjustment for earlier years 0.33% 7 -0.88% (20)
Effect of change in tax rate -2.22% (45) - -
Others 0.69% 14 -0.61% (14)
Effective tax rate 20.05% 403 29.59% 675
F. Movement of temporary differences

(` in Million)
Particulars As at Recognised Recognised Impact of Recognised As at

1 April 2019 in profit or in OCI change in in retained 31 March
loss during during tax rate earnings during 2020
2019-20 2019-20 2019-20
Deferred Tax Assets
Accrued expense 12 10 - (3) - 19
deductible on payment
Provision for gratuity and 71 (4) 4 (20) - 51
compensated absences
Loss allowance for trade 6 3 - (2) - 7
receivables and advances
Ind AS 116 impact - - - - 33 33
A 89 9 4 (25) 33 110
Deferred Tax Liabilities
Difference in book written 252 (23) - (70) - 158
down value and tax written
down value of property,
plant and equipment
B 252 (23) - (70) - 158
Net deferred tax (A)-(B) (163) 32 4 45 33 (48)
143
(` in Million)
Particulars As at Recognised Recognised Creation/ As at

31 March 2018 in profit or in OCI (adjustment) 31 March
Re-presented loss during during of MAT from/ 2019
(Refer Note 2018-19 2018-19 to advance tax
2.47)
Deferred Tax Assets
Accrued expense deductible on 13 (1) - - 12
payment
Provision for gratuity and 66 2 3 - 71
Loss allowance for trade 5 1 - - 6
receivables and advances
MAT credit entitlement 65 - - (65) -
Brought forward losses 11 (11) - - -
Others 10 (10) - - -
A 170 (19) 3 (65) 89
Deferred Tax Liabilities
Difference in book written down 224 28 - - 252
value and tax written down value
of property, plant and equipment
B 224 28 - - 252
Net deferred tax (A)-(B) (54) (47) 3 (65) (163)
2.21 Provisions
(` in Million)
31 March 2020 31 March 2019
Non-current
Provision for employee benefits
- Gratuity* 106 44
- Compensated absence* 112 101
Other provisions
- Provision for warranties (refer to note 2.21.1 below) 7 5
225 150
*refer to note 2.21.2
2.21.1 Movement in warranty cost provision

The Company warrants that its products will perform in all material respects in accordance with the Company's standard
specifications for the warranty period. Accordingly based on specific warranties, claims history, the Company provides for
warranty claims. The activity in the provision for warranty costs is as follows:
(` in Million)
31 March 2020 31 March 2019
At the beginning of the year 26 23
Provided during the year 10 14
Utilised during the year (6) (11)
At the end of the year 30 26
Current portion 23 21
Non- current portion 7 5
144
2.21.2 Employee benefits

a) Defined contribution plans

The Company’s employee provident fund and Employee's state insurance schemes are defined contribution plans. The
following amounts have been recognised as expense for the year and shown under Employee benefits expense in note 2.33.
(` in Million)
31 March 2020 31 March 2019
Contribution towards
-Provident fund 128 120
-Employee state insurance 9 13
137 133
b) Defined benefit plans - Gratuity
In accordance with the Payment of Gratuity Act, 1972, the Company provides for gratuity as a defined benefit plan. The
gratuity plan provides for a lump sum payment to the employees at the time of separation from the service on completion
of vested period of employment i.e. five years. The liability of gratuity plan is provided based on actuarial valuation as
at the end of each financial year based on which the Company contributes the ascertained liability to Life Insurance
Corporation of India by whom the plan assets are maintained.
(` in Million)
31 March 2020 31 March 2019
Changes in the present value of the defined benefit obligation is as follows:
Present value of defined benefit obligation at the beginning of the year 291 259
Interest cost 21 20
Acquisition Adjustment (6) 8
Current service cost 42 33
Benefits paid (41) (39)
Actuarial loss / (gain) on obligation 19 10
Present value of defined benefit obligation at the end of the year 326 291
Changes in the present value of the plan asset is as follows:
Fair value of plan asset at the beginning of the year 187 146
Return on plan asset 14 12
Contributions 4 31
Actuarial gain / (loss) on obligation 1 -
Fair value of plan asset at the end of the year 204 187
Reconciliation of the present value of defined benefit obligation and the fair
value of the plan assets:
Net liability as at the close of the year (122) (104)
Expenses recognised in the statement of profit and loss:
Interest cost 21 20
Expected return on plan assets (14) (12)
Expenses recognised in the statement of profit and loss: 49 41
Remeasurements income recognised in other comprehensive income:

Actuarial loss/(gain) loss on defined benefit obligation 18 10
Expenses recognised in other comprehensive income: 18 10
145
As at As at
31 March 2020 31 March 2019
Actuarial assumptions:
Discount rate 6.80% 6.95% to 7.71%
Expected salary increase rates 5.5% to 10% 5.5% to 10%
Mortality 100% of IALM 100% of IALM
2012-14 2006-08
Employee attrition rate
-Up to 30 years of age 3% to 30% 3% to 30%
-From 31 years of age to 44 years of age 2% to 20% 2% to 20%
-Above 44 years of age 1% to 10% 1% to 10%
Note:
The estimates of future salary increases considered in the actuarial valuation take into account inflation, seniority, promotion
and other relevant factors such as supply and demand in the employment market.
The discount rate is estimated based on the prevailing market yields of Indian Government securities as at the balance sheet
date for the estimated term of the obligation.
Sensitivity analysis:
Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions
constant, would have affected the defined benefit obligation by the amounts shown below.
(` in Million)
31 March 2020 31 March 2019
Increase Decrease Increase Decrease
Discount rate ( - / + 1%) (25) 40 (23) 26
Future salary growth ( - / + 1%) 37 (23) 23 (21)
Although the analysis does not take into account of the full distribution of cash flows expected under the plan, it does not
provide an approximation of the sensitivity of the assumptions shown.
Maturity profile:
The table below shows the expected cash flow profile of the benefits to be paid to the current membership of the plan based
on past service of the employees as at the valuation date:
(` in Million)
31 March 2020 31 March 2019
1 year 17 22
2 to 5 years 70 81
More than 5 years 239 408
c) Other long term benefit - Compensated absences

The Company operates compensated absences plan, where in every employee is entitled to the benefit as per the policy
of the Company in this regard. The salary for calculation of earned leave is last drawn salary. The same is payable during
the service, early retirement, withdrawal of scheme, resignation by employee and upon death of employee.
The other long- term benefit of compensated absence in respect of employees of the Company as at 31 March 2020
amounts to ` 122 million (31 March 2019: ` 111 million) and the expense recognised in the statement of profit and loss
during the year for the same amounts to ` 34 million (31 March 2019: ` 24 million) [Gross payment of ` 22 million (31
March 2019: ` 19 million)].
146
Through its defined benefit plans, the Company is exposed to a number of risks, the most significant of which are detailed
below:
a) Asset volatility
The plan liabilities are calculated using a discount rate set with reference to bond yields; if plan assets underperform
this yield, this will create a deficit. Most of the plan asset investments are in fixed income securities with high grades
and in government securities. These are subject to interest rate risk and the fund manages interest rate risk with
derivatives to minimize risk to an acceptable level. A portion of the funds are invested in equity securities and in
alternative investments which have low correlation with equity securities. The equity securities are expected to
earn a return in excess of the discount rate and contribute to the plan deficit. The Company intends to maintain the
above investment mix in the continuing years.
b) Changes in discount rate

A decrease in discount rate will increase plan liabilities, although this will be partially offset by an increase in the
value of the plan's bond holdings.
c) Inflation risks
In the plans, the payment are not linked to the inflation so this is a less material risk.
d) Life expectancy
The plan obligations are to provide benefits for the life of the member, so increases in life expectancy will result
in an increase in the plans' liabilities. This is particularly significant where inflationary increases result in higher
sensitivity to changes in life expectancy.
The Company ensures that the investment positions are managed within an asset- liability matching (ALM) framework
that has been developed to achieve long term investments that are in line with the obligations under the employee benefit
plans. Within this framework, the Company's ALM objective is to match assets to the obligations by investing in long-term
fixed interest securities with maturities that match the benefit payments as they fall due and in the appropriate currency.
The Company actively monitors how the duration and the expected yield of the investments are matching the
expected cash outflows arising from the employee benefit obligations. The Company has not changed the
processes used to manage its risks from previous periods. The Company uses derivatives to manage some of
its risk. Investments are well diversified, such that the failure of any single investment would not have a material
impact on the overall level of assets.
2.22 Other non-current liabilities

(` in Million)
31 March 2020 31 March 2019
Security deposit 33 26
Others 1 4
34 30
2.23 Borrowings
(` in Million)
Particulars Footnote As at As at
31 March 2020 31 March 2019
Current
Secured
Cash credit and working capital demand loan
from banks [1] 1,169 1,422
Unsecured
Purchase order financing facility
from others parties [2] 245 494
from banks [3] 251 546
1,665 2,462
147
Footnotes:
(` in million)
No. Particulars* As at As at Details of security
31 March 31 March
2020 2019
1 Cash Credit & 1,153 1,422 Facility amounting to ` 1,146 million (Previous Year: ` 735 million)
working capital is secured by first pari passu charge on all the existing and future
demand loan - from current assets of the company & facility amounting to ` 7 million
banks (Previous Year: ` 29 million) is secured by first pari passu charge
on all the existing and future stock & book debts of the company.
Further amount aggregating to ` 637 million (Previous Year:

` 764 million) is secured by second pari-passu charge on all
existing and future movable fixed assets (excluding assets
exclusively charged to other lenders) of the company.
Further, out of total amount
(a) Amount aggregating to ` 510 million (Previous Year:

` 636 million) is secured by second pari passu charge on
immovable properties of the company situated at Sector 59,
Noida (Uttar pradesh), Sector 32, Gurugram (Haryana), Plot
Sector 10-Pantnagar (Uttarakhand), SIDCO Industrial Estate,
Kakkalur (Chennai) and equitable mortgage on land &
building located IMT, Bawal (Haryana)
(b) Amount aggregating to ` 7 million (Previous Year:

` 29 million) is secured by second pari passu charge on
immovable properties of the company situated at Sector 59,
Noida (Uttar pradesh), Sector 32, Gurugram (Haryana), Plot
Sector 10-Pantnagar (Uttarakhand), SIDCO Industrial Estate,
Kakkalur (Chennai).
(c) Amount aggregating to ` 120 millions(Previous Year -

` 99 millions) is secured by second pari passu charge on
immovable properties of the company situated at Sector
59, Noida (Uttar pradesh), Sector 32, Gurugram (Haryana),
Plot No. D-225/1+D-226+227, Chakan Industrial Area,
Bhamboli (Maharashtra), Plot No 9 & 9A, Sector 10-Pantnagar
(Uttarakhand).
Overdraft facility 16 - Secured by 100% margin on fixed deposits of the company
from banks
2 Purchase order 245 494 Unsecured
financing facility from
other parties
3 Purchase order 251 546 Unsecured
financing facility from
bank
Total 1,665 2,462
*Current borrowings are either payable in one installment within one year or repayable on demand. All current borrowings are
denominated in rupee and interest rate is at 7.20% to 9.40% (31 March 2019: 8.40% to 11.00%)
148
2.24 Trade payables

(` in Million)
31 March 2020 31 March 2019
- Total outstanding dues of micro enterprises and small enterprises 1,012 62
(refer to note 2.24.1)
- Total outstanding dues of creditors other than micro enterprises and small enterprises 3,126 3,052
- Trade payables to related parties (refer to note 2.39) 81 261
4,219 3,375
2.24.1 Details of dues to micro and small enterprises as defined under the Micro, Small and Medium Enterprises Development
Act, 2006
Based on the information available, there are certain vendors who have confirmed that they are covered under the Micro,
Small and Medium Enterprises Development Act, 2006. Disclosures as required by section 22 of ‘The Micro, Small and
Medium Enterprises Development Act, 2006, are given below:
(` in Million)
S. No. Particulars As at As at
31 March 2020 31 March 2019
(i) the principal amount and the interest due thereon remaining unpaid to any
supplier as at the end of year
- Principal amount 1,008 61
- Interest thereon 4 1
1,012 62
(ii) the amount of interest paid in terms of section 16, along with the amounts of
the payment made to the suppliers beyond the appointed day:
- Principal amount 4,083 -
- Interest thereon - -
4,083 -
(iii) the amount of interest due and payable for the year of delay in making 35 -
payment (which have been paid but beyond the appointed day during the
year) but without adding the interest specified under this Act
35 -
(iv) the amount of interest accrued and remaining unpaid 39 1
39 1
2.25 Other current financial liabilities
(` in Million)
31 March 2020 31 March 2019
Current maturities of (refer note 2.18)
- Term loans 500 532
- Vehicle loan 18 26
- Deferred payment liability 6 8
Interest accrued but not due on borrowings 15 14
Mark to market loss on derivatives 7 -
Salaries, wages and bonus payable 165 220
Creditors for capital items 178 74
Other payables 101 11
Payable against corporate guarantee (refer note 2.49) 870 -
1,860 885
2.26 Other current liabilities
(` in Million)
31 March 2020 31 March 2019
Statutory dues payable 66 193
Advances from customers 99 120
Deferred revenue 3 3
Others 10 1
178 317
149
2.27 Provisions
(` in Million)
31 March 2020 31 March 2019
Current
Provision for employee benefits
- Gratuity* 16 60
- Compensated absence* 10 10
Others
- Provision for warranties (refer to note 2.21.1) 23 21
49 91
*refer to note 2.21.2
2.28 Current tax liabilities

(` in Million)
31 March 2020 31 March 2019
- Provision for income tax (net of advance income tax) 28 56
28 56
2.29 Revenue from operations
(` in Million)
31 March 2020 31 March 2019
Sale of products
- Manufactured goods 19,795 22,393
- Traded goods 1,106 899
20,901 23,292
Other operating revenues
- Royalty 39 38
- Technical know-how and service income 226 190
- Job work income 14 41
- Sale of scrap 47 48
- Duty draw back and other export benefits 58 61
- Other operating income 20 38
Other operating revenues 404 416
Revenue from operations 21,305 23,708
2.30 Other income
(` in Million)
31 March 2020 31 March 2019
Interest income :
-on fixed deposits 286 207
-on loans 63 63
-on others 2 2
-on income tax refund - 4
Financial assistance fee 9 11
Provisions/liabilities no longer required, written back 34 23
Rental income (refer to note 2.38) 6 -
Dividend income 35 79
Exchange fluctuations (net) 28 -
Miscellaneous income 16 21
479 410
150
2.31 Cost of materials consumed

(` in Million)
31 March 2020 31 March 2019
Raw materials consumed (includes packing material and components)
Opening stock 1,280 1,117
Add: Purchases during the year 12,860 14,723
14,140 15,840
Less: Closing stock 1,763 1,280
12,377 14,560
2.32 Changes in inventories of finished goods, stock in trade and work in progress
(` in Million)
31 March 2020 31 March 2019
Finished goods and stock in trade
Opening stock 832 568
Less: Closing stock 834 832
(2) (265)
Work in progress
Opening stock 390 230
Less: Closing stock 583 390
(193) (160)
Decrease in inventories (195) (425)
2.33 Employee benefits expense

(` in Million)
31 March 2020 31 March 2019
Salaries and wages 3,031 3,026
Contribution to
- Provident fund and other funds 138 144
- Gratuity fund (refer to note 2.21.2) 49 41
Employees stock compensation expense 3 17
Staff welfare 132 180
3,353 3,408
2.34 Finance Costs

(` in Million)
31 March 2020 31 March 2019
Interest expense :
on borrowings from banks 264 300
on borrowings from others 30 8
on lease liabilities 59 -
Other borrowing costs 36 36
389 344
151
2.35 Other Expenses

(` in Million)
31 March 2020 31 March 2019
Job work charges 482 479
Consumption of stores and spare parts 227 265
Power and fuel 456 432
Rent (refer to note 2.38) 22 207
Repairs - buildings 43 43
Repairs - plant and machinery 118 125
Repairs - others 105 90
Travelling and conveyance 268 332
Legal and professional (refer to note 2.40) 254 160
Communication 40 39
Charity and donations 2 2
Allowance for expected credit loss 7 8
Insurance 30 28
Rates and taxes, excluding taxes on income 14 17
Exchange fluctuations (net) - 2
Loss on sale/discard of fixed assets (net) 15 9
Advertisement and business promotion 72 85
Freight and forwarding 325 305
Bank charges 23 12
Corporate social responsibility (refer to note 2.43) 37 26
Bad debts/amounts written off 1 -
Miscellaneous 127 130
2,678 2,810
2.35.1 Research and development expenses **
The Company has incurred following expenditure on its in-house Research and Development Center :
(` in Million)
31 March 2020 31 March 2019
Raw material consumed 2 2
Salaries 148 147
Contribution to provident fund and other funds 14 14
Staff welfare 5 6
Rent - -
Repair and maintenance 7 8
Legal and professional 2 2
Communication 2 2
Insurance 1 1
Miscellaneous 18 30
Other operating revenue (125) (46)
96 188
** Excluding finance costs, depreciation, amortisation and impairment. Capital expenditure incurred on approved Research and
Development center during current financial year is ` 16 million (31 March 2019: ` 39 million).
2.36 Capital and other commitments
Capital Commitments: Estimated amount of contracts remaining to be executed on capital account and not provided for (net of
advances) ` 596 million (31 March 2019: ` 105 million)
152
2.37 Contingent liabilities

(` in Million)
31 March 2020 31 March 2019
Claims against the Company not acknowledged as debts*
a) Income-tax 16 5
b) Sales tax/ VAT {Amount paid under protest ` 1 million (previous year: ` 2 million)} 3 8
c) Excise duty / Service tax / Custom duty {Amount paid under protest ` 4 million 9 6
(previous year: ` 1 million)}
* Including claims in respect of transferor companies merged into Minda Corporation Limited, pursuant to scheme of merger
(refer note 2.47), though the litigations may be continuing in the name of transferor companies, however any liability arising in
future relating to these disputes will be borne by the Company.
1. The above matters are subject to legal proceedings in the ordinary course of business. The legal proceedings, when
ultimately concluded will not, in the opinion of the management, have a material effect on the results of the operations or
financial position.
2. It is not practical for the Company to estimate the timings of cash outflows, if any, in respect of the above pending resolution of the
respective proceedings as it is determinable only on receipt of judgements / decisions pending with various forums/ authorities.
3. Pursuant to recent judgement by the Hon'ble Supreme Court dated 28 February 2019, it was held that basic wages for
the purpose of provident fund, to include special allowances which are common for all employees. However there is
uncertainty with respect to the applicable of the judgement and period from which the same applies. The Company has
estimated the impact of the same from based on a prospective approach- w.e.f. 1 March 2019 and has recognized the same
in the financial statements.
Owing to the aforesaid uncertainty and pending clarification from the authority in this regard, the Company has not recognised
any provision for the previous years. Further management also believes that the impact of the same on the Company will not
be material.
4. During the year ended 31 March 2017, one party raised a damage claim against the Company by filing a request with
International Chamber of Commerce in Paris. The claim is based on Letter of Comfort (“LOC”) signed between party and
the Company. At the time of entering into the above mentioned LOC, the Company also obtained indemnity letter from
ultimate parent of party, indemnifying the Company against any loss arising from the LOC. Based on legal opinion and the
indemnification from ultimate parent of party, the management is of the view that there is no financial implication on the
Company in respect of this damage claim.
Others
Corporate guarantees given by company (` in Million)
31 March 2020 31 March 2019
Furukawa Minda Electric Private Limited, India - 207
Minda KTSN Plastic Solutions GmbH & Co. KG, Germany (refer note 2.49) 44 1,935
Movement of guarantees given to related parties

(` in Million)
Particulars Minda KTSN Furukawa Minda
Plastic Solutions Electric Private
GmbH & Co. KG, Limited, India
Germany
Balance as at 31 March 2018 1,718 609
Given during the year 1,320 -
Settled / adjusted during the year 1103 402
Balance as at 31 March 2019 1,935 207
Given during the year 60 -
Settled / adjusted during the year 1,081 207
Liability recognised during the year # 870 -
Balance as at 31 March 2020* 44 -
Purpose of Guarantees: Working capital requirement
* These corporate guarantees include guarantees given in foreign currency and closing value has been calculated at year end
exchange rate.
#
Refer note 2.49
153
2.38 Leases
As a Lessee
The Company has adopted Ind AS 116 'Leases' with the date of initial application being 1 April 2019. Ind AS 116 replaces Ind AS
17 – Leases and related interpretation and guidance. The Company has applied Ind AS 116 using the modified retrospective
approach, under which the cumulative effect of initial application is recognised in retained earnings at 1 April 2019. As a result, the
comparative information has not been restated. In adopting Ind AS 116, the Company has applied the below practical expedients:
The Company has applied the practical expedient to grandfather the definition of a lease on transition. This means that it will
apply Ind AS 116 to all contracts entered into before 1 April 2019 and identified as leases in accordance with Ind AS 17.
The Company has discounted lease payments using the applicable incremental borrowing rate as at 1 April 2019, which is 9.5%
for measuring the lease liability.
Information about leases for which the Company is a lessee is presented in note 2.1(b).
(` in Million)
Lease liabilities As at
31 March 2020
Balance at 1 April 2019 -
Transition impact of Ind AS 116 689
Add: Interest 59
Less: Repayment 204
Balance at 31 March 2020 544
Current 168
Non-current 376
(` in Million)
Particulars For the year ended
31 March 2020
Amounts recognised in Statement of Profit and Loss
Interest on lease liabilities 59
Depreciation expense 164
Expenses relating to short-term leases and leases of low-value assets 22
Amounts recognised in Cash Flow Statement
Repayment of lease liabilities 204
Interest paid on lease liabilities 59
The impact on the statement of profit and loss for the year ended 31 March 2020 is as follows:
(` in Million)
31 March 2020
Rental expense is lower by 204
Depreciation is higher by (164)
Finance cost is higher by (59)
Profit before tax is higher/ (lower) by (19)
The difference between the future minimum lease rental commitments towards non-cancellable operating leases and finance
leases reported as at 31 March 2019 compared to the lease liability as accounted as at 1 April 2019 is primarily due to inclusion
of present value of the lease payments for the cancellable term of the leases and reduction due to discounting of the lease
liabilities as per the requirement of Ind AS 116.
Most of the leases entered by the Company are long term in nature and the underlying leased properties are being used as
manufacturing plants. The Company doesn't foresee any major changes in lease terms or the leases in the foreseeable future
as per current business projections after considering the impact of COVID-19.
154
As a Lessor
Leases for which the Company is a lessor is classified as a finance or operating lease. Whenever the terms of the lease transfer
substantially all the risks and rewards of ownership to the lessee, the contract is classified as a finance lease. All other leases
are classified as operating leases. For operating leases, rental income is recognized on a straight line basis over the term of the
relevant lease.
(` in Million)
The future minimum lease rentals income in respect of non-cancellable operating leases As at
31 March 2020
-Within one year 17
-Later than one year and not later than five years 50
-Later than five years -
(` in Million)
31 March 2020
Lease rent income recognised in the Statement of profit and loss (Refer note 2.30) 6
Operating lease commitments under Ind AS 17
(` in Million)
Non-cancellable operating lease commitments As at
31 March 2019
-Within one year 18
(` in Million)
31 March 2019
Lease rent recognised in the Statement of profit and loss (Refer note 2.35) 207
155
2.39 Related Party Disclosures

A) Related parties where control exists
Related parties and nature of related party relationships
Description of relationship Name of the party
(i) Subsidiary Minda Europe B.V., Netherlands
Minda KTSN Plastic Solution GMBH & Co.KG, Germany
Spark Minda Foundation
P T Minda Automotive, Indonesia
Minda Vietnam Automotive Co. Ltd., Vietnam
P T Minda Automotive Trading, Indonesia
Almighty International PTE Limited, Singapore
Minda KTSN Plastic Solutions Mexico, S. de R.L. de C.V, Mexico
Minda KTSN Plastic Solutions S.R.O., Czech Republic
Minda KTSN Plastic and Tooling Solutions Sp. Z.o.o, Poland,
KTSN Kunststoffechnik Sachsen Beteiligung, Germany
Minda Corporation limited - Employee Stock Option Scheme trust
B) Related parties and nature of related party relationships with whom transactions have taken place during the year
(i) Jointly control entity / Associate Minda Stoneridge Instruments Limited, India
Minda Vast Access Systems Private Limited, India
Furukawa Minda Electric Private Limited, India (Formerly Known
as Minda Furukawa Electric Private Limited) (Refer note : 2.48)
(ii) Key Managerial Personnel Mr. Ashok Minda - Chairman
Mr. Sudhir Kashyap - Executive Director and CEO
(Till 15 October 2019)
Mr. R. Laxman - Executive Director and Group CFO
(W.e.f. 26 September 2019)
Mr. Sanjay Aneja - CFO (Till 25 September 2019)
Mr. Ashim Vohra - COO
Mr. Ajay Sancheti - Company Secretary
(iii) Relative of Key Managerial Personnel Mrs. Sarika Minda-Relative of Mr. Ashok Minda
Mr. Aakash Minda - Relative of Mr. Ashok Minda
(iv) Enterprise in which directors of the Company and their Minda Capital Private Limited, India
relatives are able to exercise significant influence:
Minda S.M. Technocast Private Limited , India (Amalgamated
with Minda Capital Private Limited w.e.f March 15, 2019)
Minda Silca Engineering Private Limited, India
Minda Spectrum Advisory Limited, India
156
C) Details of transactions and balances with related parties
(` in Million)
Party name Year Sale Job work/ Other income Purchase Management Lease liability Remuneration Other Investments Dividend
of Service income / expenses of goods fees Income (including paid expenses paid made during Income
goods recovered during recovered during interest)/ Rent / reimbursed the year
the year during the year the year Payment during the year
Subsidiary Companies
Minda KTSN Plastic Solution 2019-20 - - 55 - - - - 1 197 -
GMBH & Co.KG, Germany 2018-19 - - 67 - 20 - - 3 622 -
P T Minda Automotive, 2019-20 140 - 32 - 10 - - - - -
Indonesia 2018-19 170 - 31 - 13 - - - - -
P T Minda Automotive 2019-20 15 - - - - - - - - -
Trading, Indonesia 2018-19 21 - - - - - - - - -
Minda Vietnam Automotive 2019-20 17 - 8 1 2 - - - - -
Co. Ltd., Vietnam 2018-19 9 - 7 1 2 - - - - -
Almighty International 2019-20 - - - - - - - - - 35
Private Limited 2018-19 - - - - - - - - - 79
Spark Minda Foundation 2019-20 - - - - - - - 37 - -
2018-19 - - - - - - - 25 - -
Joint Venture
Minda VAST Access System 2019-20 141 8 12 27 12 - - 4 - -
Private Limited 2018-19 243 4 19 15 16 - - - - -
CORPORATE OVERVIEW
Minda Stoneridge 2019-20 5 - 24 114 43 - - 4 - -

Instruments Limited 2018-19 1 8 5 136 54 - - 6 - -
Furukawa Minda Electric 2019-20 37 13 - - - - - - - -
Private Limited 2018-19 44 36 - 2 - - - - - -
Enterprise in which directors of the Company and their relatives exercise significant influence:
Minda Silca Engineering 2019-20 36 - - 99 4 - - - - -
mANAGEMENT REPORTS
Limited 2018-19 27 - - 92 4 - - - - -
Minda Capital Limited 2019-20 - - - - - 150 - - - -
2018-19 - - - - 6 142 - 4 - -
Minda Spectrum Advisory 2019-20 - - - - - - - - - -
Limited 2018-19 - - - - - - - - - -
157
(` in Million)
158
Party name Year Sale Job work/ Other income Purchase Management Lease liability Remuneration Other Investments Dividend
of Service income / expenses of goods fees Income (including paid expenses paid made during Income
goods recovered during recovered during interest)/ Rent / reimbursed the year
the year during the year the year Payment during the year
Key Managerial Personnel:

Mr. Ashok Minda* 2019-20 - - - - - - 34 - - -
2018-19 - - - - - - 48 - - -
Mr. Sudhir Kashyap 2019-20 - - - - - - 19 - - -
2018-19 - - - - - - 34 - - -
Mr. Laxman Ramnarayan* 2019-20 - - - - - - 21 - - -
2018-19 - - - - - - 27 - - -
Mr. Sanjay Aneja 2019-20 - - - - - - 7 - - -
2018-19 - - - - - - 10 - - -
Mr Ashim Vohra* 2019-20 - - - - - - 11 - - -
2018-19 - - - - - - 16 - - -
Mr. Ajay Sancheti* 2019-20 - - - - - - 6 - - -
2018-19 - - - - - - 7 - - -
Relative of Key Managerial Personnel:
Mr. Aakash Minda 2019-20 - - - - - 1 - - - -
2018-19 - - - - - - - - - -
* Does not include provisions for gratuity and compensated absences liabilities, since the provisions are based on actuarial valuations for the Company as a whole.
C) Details of transactions and balances with related parties (Cont.):
(` in Million)
Party name Year Loan Loan Purchase Security Trade Other Lease Payable Loan Investments Guarantee
given recovered of Property Deposit Receivable Receivable liability as at receivable as at the Outstanding
during or plant and as at the as at the as at the payable the year at the year year end as at the
the adjusted equipment year end year end year end as at the end end year end
year during the during the year end
year year
Subsidiary Companies
Minda Europe B.V. 2019-20 - - - - - - - - - -* -
Netherlands 2018-19 - - - - - - - - - 17 -
Minda KTSN Plastic Solution 2019-20 414 235 - - -* -* - 4 -* -* 44
GMBH & Co.KG, Germany 2018-19 761 1,039 - - - 133 - 1 230 2,011 1,935
P T Minda Automotive, 2019-20 - - - - 62 - - - - - -
Indonesia 2018-19 - - - - 67 - - - - - -
P T Minda Automotive 2019-20 - - - - - - - - - - -
Trading, Indonesia 2018-19 - - - - 6 - - - - - -
Minda Vietnam Automotive 2019-20 - - - - 8 - - 1 - - -
Co. Ltd., Vietnam 2018-19 - - - - 6 - - - - - -
Almighty International 2019-20 - - - - - - - - - 560 -
Private Limited 2018-19 - - - - - - - - - 560 -
Spark Minda Foundations 2019-20 - - - - - - - - - - -
2018-19 - - - - - - - - - - -
Minda Corporation Limited- 2019-20 - - - - - 86 - - 102 - -
Employee Stock Option Scheme 2018-19 - 21 - - - 80 - - 102 - -
Trust
Joint Venture
CORPORATE OVERVIEW
Minda VAST Access System 2019-20 - - - - 48 - - 4 - - -

Private Limited 2018-19 - - - - 60 - - 8 - - -
Minda Stoneridge 2019-20 - - - - 14 - - 25 - 651 -
Instruments Limited 2018-19 - - - - 17 - - 23 - 651 -
Furukawa Minda Electric 2019-20 - - - - 35 - - 15 - 273 -
Private Limited 2018-19 - - - - 37 - - 17 - 273 207
mANAGEMENT REPORTS
159
(` in Million)
160
Party name Year Loan Loan Purchase Security Trade Other Lease Payable Loan Investments Guarantee
given recovered of Property Deposit Receivable Receivable liability as at receivable as at the Outstanding
during or plant and as at the as at the as at the payable the year at the year year end as at the
the adjusted equipment year end year end year end as at the end end year end
year during the during the year end
year year
Enterprise in which directors of the Company and their relatives exercise significant influence:
Minda Silca Engineering 2019-20 - - - - 4 - - 31 - - -
Limited 2018-19 - - 4 - 3 - - 14 - - -
Dorset Kaba Security 2019-20 - - - - - - - - - - -
Systems Private Limited 2018-19 - - - - - - - - - - -

Minda Capital Limited 2019-20 - - - 39 4 - 304 2 - 15 -
2018-19 - - - 37 4 - - - - 13 -
Minda Spectrum Advisory 2019-20 - - - - - - - - - - -
Limited 2018-19 - - - - - - - - - - -
Mr. Ashok Minda 2019-20 - - - - - - - 5 - - -
2018-19 - - - - - - - 1 - - -
Mr. Sudhir Kashyap 2019-20 - - - - - - - - - - -
2018-19 - - - - - - - - - - -
Mr. Laxman Ramnarayan 2019-20 - - - - - - - - - - -
2018-19 - - - - - - - 1 - - -
Mr. Sanjay Aneja 2019-20 - - - - - - - - - - -
2018-19 - - - - - - - - - - -
Mr Ashim Vohra 2019-20 - - - - - - - - - - -
2018-19 - - - - - 1 - - - - -
Mr. Aakash Minda 2019-20 - - - - - - - - - - -
2018-19 - - - - - - - - - - -
* Refer note 2.49

2.40 Auditor's Remuneration (including payment for erstwhile subsidiary Companies, excluding taxes)
Legal and professional expense includes auditor's remuneration as follows: (` in Million)
31 March 2020 31 March 2019
Statutory audit 6 8
Limited reviews includes consolidation 4 4
Others 2 8
Reimbursement of expenses 2 1
14 21
2.41 Employee Share-Based Payment Plans

The members of the Company had approved ‘Employee Stock Option Scheme, 2017’ through Postal Ballot on February 10, 2017.
The plan envisaged grant of stock options to eligible employees at an exercise price equal to the latest available closing price
discounted by 50% or such other percentage as may be decided by the Nomination and Remuneration Committee.
Under the Plan, upto 5,341,840 stock options can be issued to eligible employees of the Company and its subsidiaries, whether
working in India or out of India, including any Director of the Company and its subsidiaries, whether whole time or otherwise
excluding the Independent Directors. Options are to be granted at price equal to the latest available closing price discounted
by 50% or such other percentage as may be decided by the Nomination and Remuneration Committee. Under the Plan, each
option, upon vesting, shall entitle the holder to acquire one equity share of ` 2 each. The options granted will vest gradually
over a period not earlier than one year and not later than five years from the date of Grant of such Options. Vesting of Options
is a function of achievement of performance criteria or any other criteria, as specified by the Committee and communicated in
the grant letter.
Summary of vesting and lock-in provisions are given below:
Sr. No. Vesting Schedule

% of options scheduled to vest Vesting date Lock-in period
1 20% April 01, 2018 Nil
2 20% April 01, 2019 Nil
3 20% April 01, 2020 Nil
4 40% April 01, 2021 Nil
The movement in the stock options under the Plan, during the year, is set out below:

31 March 2020 31 March 2019
Number of Weight Number of Weight
options average Excise options average Excise
Price (`) Price (`)
Outstanding at the beginning of the year 1,376,000 50 1,830,000 50
Granted during the year 30,000 50 - -
Exercised during the year (282,000) 50 (346,200) 50
Forfeit during the year (536,000) 50 (107,800) 50
Outstanding at the end of the year 588,000 50 1,376,000 50
Exercisable at the end of the year - - - -
Stock compensation expense in relation to stock options granted to employee of subsidiaries / step-down subsidiaries/ Jointly
controlled entities and associates is ` 0.09 million (Previous year ` Nil)
161
Stock compensation expense under the Fair Value Method has been determined based on fair value of the stock options. The
fair value of stock options was determined using the Black Scholes option pricing model with the following assumptions:
Particulars Employee stock

option
scheme 2017
Expected volatility 48%
Risk free interest rate 7%
Exercise price (`) 50
Expected dividend yield 1%
Life of options (years) 4
Weighted average fair value of options as at the grant date (`) 93
2.42 Information pursuant to clause 32 of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015
Loans and advances in the nature of loans / advances to wholly-owned subsidiary companies is as under:
(` in Million)
Particulars As at Maximum balance during the
year ended
31 March 31 March 31 March 31 March
2020 2019 2020 2019
Minda KTSN Plastic Solution GMBH & Co.KG, Germany -* 230 522 784
Minda Corporation Ltd. Employees Stock Option Scheme 102 102 102 122
* Refer note 2.49
2.43 During the current year, as required under section 135 of the Act, the Company has spent ` 37 million (previous year ` 26
million) towards the corporate social responsibility (CSR activity). Relevant disclosures for amount to be spent vis a viz amount
spent during the year are as below :
(` in Million)
31 March 2020 31 March 2019
A. Gross amount required to be spent 30 26
B. Amount spent during the year ended 31 March 2020

S. Project/ Activity Paid in Yet to be Total
No. cash paid
1 Contribution to Company formed under section 8 of Companies Act 2013 for 37 - 37
the purpose, including promoting and preventing Health care & sanitation
Total 37 - 37
C. Amount spent during the year ended 31 March 2019
(` in Million)
S. Project/ Activity Paid in Yet to be Total
No. cash paid
1 Kshatriya Maratha Samaj, Shrivardhan 1 - 1
2 Contribution to Company formed under section 8 of Companies Act 2013 for 25 - 25
the purpose, including promoting and preventing Health care & sanitation
Total 26 - 26
2.44 The Company has established a comprehensive system of maintenance of information and documents as required by the
transfer pricing legislation under section 92-92F of the Income Tax Act, 1961. Since the law requires existence of such information
and documentation to be contemporaneous in nature, the Company is in the process of updating the documentation for the
transactions entered into with the associated enterprises during the financial year and expects such records to be in existence
latest by due date as required under the law. The management is of the opinion that its transactions with the associated
enterprises are at arm’s length so that the aforesaid legislation will not have any impact on the financial statements, particularly
on the amount of tax expense and that of provision for taxation.
162
2.45 As per Ind-AS 108, Operating segments have been defined based on the regular review by the Company’s Chief Operating
Decision Maker to assess the performance of each segment and to make decision about allocation of resources. The Company's
business activities fall within single primary business segment, viz, manufacturing of Automobile Components and Parts thereof.
Accordingly, disclosures under Ind AS 108, Operating Segments are not required to be made.
2.46 The Company has a process whereby periodically all long term contracts are assessed for material foreseeable losses. At the
year end, the Company has reviewed and noted that there are no foreseeable losses on long term contracts. Accordingly, no
provision is required to be created in the books of account under any law / accounting standards.
2.47 (a) For the year ended 31 March 2019 Pursuant to the Scheme of Amalgamation ('Scheme') under the provisions of Section
230 to 232 of the Companies Act, 2013, for amalgamation of Minda SAI Limited, Minda Automotive Solutions Limited,
Minda Management Services Limited, Minda Autoelectrik Limited and Minda Telematics and Electric Mobility Solutions
Private Limited (formerly EI Labs India Private Limited) (together referred to as “transferor companies”), into Minda
Corporation Limited (“Transferee Company”) as approved by the Hon'ble National Company Law Tribunal vide its order
dated 19 July 2019, all the assets, liabilities, reserves and surplus of the transferor companies have been transferred to
and vested in the Company without any consideration. The Company has received the certified copy of the order and
has filed the order copy with ROC, Delhi. The Transferor Companies being wholly owned subsidiaries of the Company
neither any shares are required to be issued nor any consideration was paid. For certain subsidiaries, an amount of ` 460
million, being difference between the amount of investment in the Equity shares of the Transferor companies appearing
in the books of account of the Transferee Company and the amount of issued, subscribed and paid-up share capital
standing credited in the book of account of the Transferor Companies is transferred to capital reserve in the books of
account of the Transferee Company. Further, for certain other subsidiaries, an amount of ` 204 million being excess of
difference between Investment in equity shares of the Transferor companies and paid-up share capital of all the transferor
companies were presented under Goodwill. Consequently during the previous year, the Standalone Financial Statements
for the year ended 31 March 2019 which were earlier approved by Board of Directors at their meeting held on 28 May
2019 have been revised only to give effect to the aforesaid Scheme of Amalgamation.
(b) Accordingly, in the previous year, the amalgamation has been accounted under the 'pooling of interests' method in
accordance with Appendix C of Ind AS 103 'Business Combinations' and comparatives were re-presented for amalgamation
with effect from the beginning of the preceding period.
2.48 The Board of Directors of the Company vide their meeting held on 20 November 2018 approved the Share Purchase Agreement
(‘SPA’) for sale of 20,860,000 fully paid up equity shares in Minda Furukawa Electric Private Limited (‘MFEPL’) to its JV partners,
namely Furukawa Electric Co., Ltd. and Furukawa Automotive Systems Inc. (‘together referred to as FEC entities’) and also
approved the restated JV agreement between Minda Corporation Limited and FEC entities. In accordance with said SPA, the
Company has sold said equity shares on 28 December 2018 which has resulted in reduction in its investment from 51% to 30%.
Further, as per the said SPA, MFEPL has issued 19,000,000 equity shares of ` 10 each for cash at par on 7 January 2019, thereby
diluting the equity share holding of Company to 25%. Pursuant to sale of shares, the Company has recognised gain of ` 43
million as exceptional item in the statement of standalone profit and loss.
2.49 The Board of Directors of the Company, subsequent to the year-end, in their meeting held on 09 June 2020 have
decided to withdraw the financial support to its material wholly owned subsidiary Minda KTSN Plastic Solutions GmbH
Co. & KG, Germany (MKTSN) (including its step down subsidiaries), pursuant to which MKTSN has filed for insolvency.
Accordingly, MKTSN has prepared its financial statements for the year ended 31 March 2020 on the assumption that the
fundamental accounting assumption of going concern is no longer appropriate. Accordingly, management has assessed the
recoverability of investment, loans and other receivables given to MKTSN based on the financial statements of MKTSN and
has recorded impairment loss of ` 2,796 million in respect of its investments, loans and other receivables from MKTSN. Further,
the management has also provided for ` 870 million pursuant to guarantee given by the Company to banks in respect of loans
taken by MKTSN. The total charge of ` 3,666 million has been presented as exceptional items in the Statement of Profit and
Loss. Break up is as follows :-
(` in Million)
31 March 2020
Loss allowance for doubtful loans 414
Loss allowance for interest accrued on loan to related parties and receivable from related parties 157
Provision for impairment loss for investment in Minda KTSN Plastic Solutions GmbH & Co. KG, Germany 2,225
and Minda Europe B.V., Netherlands
Provision for corporate guarantee 870
Total 3,666
163
2.50 In March 2020, the World Health Organisation declared the COVID-19 to be a pandemic. Consequent to this, Government of
India declared a nationwide lockdown on 25 March 2020, which has impacted the business activities of the Company. The
Company has assessed the impact that may result from this pandemic on its liquidity position, carrying amount of receivables,
inventories, tangible and intangible assets, investment and other assets / liabilities. In developing the assumptions relating to
the possible future uncertainties in the global economic condition because of this pandemic, the company has considered
internal and external information available till the date of approval of these financial statements and has assessed its situation.
In that context and based on the current estimates the Company believes that COVID-19 is not unlikely to have any material
impact on financial statements, liquidity or ability to service its debt or other obligations. However the overall economic
environment, being uncertain due to COVID-19, may affect the underlying assumptions and estimates in future, which may
differ from those considered as at the date of approval of these financial statements. The Company would closely monitor such
developments in future economic conditions and consider their impact on financial statement of the relevant periods.
2.51 Financial instruments – Fair values and risk management

a. Financial instruments – by category and fair values hierarchy
The following table shows the carrying amounts and fair value of financial assets and financial liabilities, including their levels in
the fair value hierarchy.
i. As on 31 March 2020
(` in Million)
Particulars Carrying value Fair value measurement
using
FVTPL FVOCI Amortised Total Level 1 Level 2 Level 3
cost
Financial assets
Non-current
(i) Investments excluding investment in - - 14 14 - - -
subsidiaries, jointly controlled entities and
associate
(ii) Loans - - 215 215 - - -
(iii) Other financial assets - - 87 87 - - -
Current
(i) Trade receivables - - 3,270 3,270 - - -
(ii) Cash and cash equivalents - - 185 185 - - -
(iii) Other bank balances - - 3,763 3,763 - - -
(iv) Loans - - 7 7 - - -
(v) Other financial assets - - 45 45 - - -
Total - - 7,586 7,586
Non-current
(i) Borrowings - - 1,150 1,150 - - -
(ii) Lease Liability - - 376 376 - - -
(iii) Other financial liabilities - - - -
Current - - -
(i) Borrowings - - 1,665 1,665 - - -
(ii) Trade payables - - 4,220 4,220
(iii) Other financial liabilities - - 1,860 1,860
Total - - 9,439 9,439
164
ii. As on 31 March 2019
(` in Million)
using
cost
Financial assets
Non-current
(i) Investments excluding investment in - - 13 13 - - -
subsidiaries, jointly controlled entities and
associate
(ii) Loans - - 203 203 - - -
Current
(iii) Other bank balances - - 3,157 3,157 - - -
(iv) Loans - - 238 238 - - -
Total - - 8,653 8,653 - - -
Non-current
(i) Borrowings - - 911 911 - - -
(ii) Other financial liabilities - - 12 12 - - -
Current - - -
(i) Borrowings - - 2,462 2,462 - - -
(ii) Trade payables - - 3,375 3,375 - - -
iiii) Other financial liabilities - - 885 885 - - -
Total - - 7,645 7,645 - - -
The management assessed that the fair values of current financial assets and liabilities significantly approximate their carrying
amounts largely due to the current maturities of these instruments. Accordingly, management has not disclosed fair values
for financial instruments such as trade receivables, trade payables, cash and cash equivalents, other current assets, interest
accrued on fixed deposits, other current liabilities etc.
The fair value of the non current assets and liabilities is included at the amount at which the instrument could be exchanged in
a current transaction between willing parties, other than in a forced or liquidation sale.
There have been no transfers between Level 1, Level 2 and Level 3 for the years ended 31 March 2020 and 31 March 2019.
Valuation technique used to determine fair value
Specific valuation techniques used to value non current financial assets and liabilities for whom the fair values have been
determined based on present values and the appropriate discount rates of the Company at each balance sheet date. The
discount rate is based on the weighted average cost of borrowings of the Company at each balance sheet date.
Valuation processes
The Company has an established control framework with respect to the measurements of the fair values. This includes a
valuation team that has overall responsibility for overseeing all significant fair value measurements and reports to Senior
Management. The valuation team regularly reviews significant unobservable inputs and valuation adjustments.
b. Financial risk management
The Company has exposure to the following risks arising from financial instruments:
- Credit risk ;
165
- Liquidity risk ; and
- Market risk - Foreign exchange
- Market risk - Interest rate
Risk management framework
The Company's board of directors has overall responsibility for the establishment and oversight of the Company's risk
management framework. The board of directors have authorised senior management to establish the processes, who ensures
that executive management controls risks through the mechanism of properly defined framework.
The Company's risk management policies are established to identify and analyse the risks faced by the Company, to set
appropriate risks limits and controls, to monitor risks and adherence to limits. Risk management policies are reviewed regularly
to reflect changes in market conditions and the Company's activities. The Company, through its training and management
standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees
understand their roles and obligations.
b. Financial risk management (continued)
(i) Credit risk
The maximum exposure to credit risks is represented by the total carrying amount of these financial assets in the Balance Sheet:
(` in Million)
31 March 2020 31 March 2019
Investments 1,499 3,525
Trade receivables 3,270 4,478
Cash and cash equivalents 185 63
Other bank balances 3,763 3,157
Loans 222 440
Other financial assets 132 501
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its
contractual obligations, and arises principally from the Company’s receivables from customers, loans.
Credit risk on cash and cash equivalents is limited as the Company generally invests in deposits with banks with high credit
ratings assigned by domestic credit rating agencies.
The maximum exposure to the credit risk at the reporting date is primarily from trade receivables. Trade receivables are
unsecured and are derived from revenue earned from customers primarily located in India. The Company does monitor the
economic environment in which it operates. The Company manages its credit risk through credit approvals, establishing credit
limits and continuously monitoring credit worthiness of customers to which the Company grants credit terms in the normal
course of business.
Credit risk has always been managed by the Company through credit approvals, establishing credit limits and continuously
monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business.
As per Ind AS 109, the Company uses expected credit loss (ECL) model to assess the impairment loss or gain. The Company
uses a provision matrix to compute the expected credit loss allowance for trade receivables and unbilled revenues. The
provision matrix takes into account available external and internal credit risk factors such as Company's historical experience
for customers.
Movement in the loss allowance in respect of trade receivables: (` in Million)

31 March 2020 31 March 2019
Balance at the beginning of the year (22) (16)
Amount written off 8 2
Provided during the year (7) (8)
Balance at the end of the year (21) (22)
166
a) Expected credit loss for loans and security deposits
As at 31 March 2020
(` in Million)
Particulars Asset group Estimated Expected Expected Carrying
gross carrying probability of credit loss amount net
amount at default of impairment
default provision
Loss allowance Financial assets Loans to - 0% - -
measured at 12 for which employee
month expected credit risk has
credit loss not increased
significantly
since initial
recognition
Loss allowance Financial assets Security 120 0% - 120
measured at 12 for which Deposits
significantly
since initial
recognition
Loss allowance Financial assets Loan to 188 0% - 188
measured at 12 for which related parties
month expected credit risk has and interest
credit loss not increased accrued on
significantly such loans
since initial
recognition
Loss allowance Financial assets Loan to 524 100% 524 -
since initial
recognition
Loss allowance Financial assets NA NA NA NA NA
measured at life- for which
time expected credit risk has
significantly
since initial
recognition
Financial assets NA NA NA NA NA
for which
credit risk has
not increased
significantly
since initial
recognition
167
As at 31 March 2019
(` in Million)
default provision
significantly
since initial
recognition
Loss allowance Financial assets Security 109 0% - 109
measured at 12 for which Deposits
significantly
since initial
recognition
Loss allowance Financial assets Loan to 332 0% - 332
since initial
recognition
credit loss increased
significantly
and not credit
-impaired
for which
credit risk has
increased
significantly and
credit -impaired
b) Expected credit loss for trade receivables under simplified approach
The Company's exposure to credit risk for trade receivables is as follows: (` in Million)
Particulars Gross carrying amount
As at As at
31 March 2020 31 March 2019
Current (not past due) 2,277 3,480
1 to 30 days past due 589 524
More than 90 days past due * 188 210
Expected credit losses (Loss allowance provision) (21) (22)
Carrying amount of trade receivables (net of impairment) 3,270 4,478
*The Company believes that the unimpaired amounts that are past due by more than 90 days are still collectible in full, based
on historical payment behaviour.
168
(ii) Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities
that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far
as possible, that it will have sufficient liquidity to meet its liabilities when they are fallen due, under both normal and stressed
conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.
The Company believes that its liquidity position, including total cash and cash equivalent and bank balances other than
cash and cash equivalent of ` 3,948 million as at 31 March 2020 (31 March 2019 ` 3,220 million), anticipated future internally
generated funds from operations, and its fully available, revolving undrawn credit facility will enable it to meet its future known
obligations in the ordinary course of business. However, if a liquidity needs were to arise, the Company believes it has access
to financing arrangements, value of unencumbered assets, which should enable it to meet its ongoing capital, operating, and
other liquidity requirements. The Company will continue to consider various borrowing or leasing options to maximize liquidity
and supplement cash requirements as necessary.
The Company's liquidity management process as monitored by management, includes the following:
- Day to day funding, managed by monitoring future cash flows to ensure that requirements can be met.
- Maintaining rolling forecasts of the Company’s liquidity position on the basis of expected cash flows.
- Maintaining diversified credit lines.
I. Financing arrangements
The company had access to the following undrawn borrowing facilities at the end of the reporting period:
(` in Million)
31 March 2020 31 March 2019
From banks - Current 4,402 1,254
From banks - Non current 150 875
From others - Current 253 6
II. Maturities of financial liabilities
The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and
undiscounted: (` in Million)
As at 31 March 2020 Carrying amount Contractual cash flows
0-1 years 1-5 years More than 5 years Total
Financial liabilities - Borrowings 1,150 - 1,150 - 1,150
Lease liabilities * 376 - 421 357 778
Current liabilities
Financial liabilities - Borrowings 1,665 1,665 - - 1,665
Lease liabilities * 168 212 - - 212
Trade payables 4,219 4,219 - - 4,219
Other financial liabilities 1,860 1,860 - - 1,860
Total 9,438 7,956 1,571 357 9,884
* Carrying value represents discounted value as at 31 March 2020
169
(` in Million)
Financial liabilities - Borrowings 911 - 911 - 911
Other financial liabilities 12 - 12 - 12
Current liabilities
Financial liabilities - Borrowings 2,462 2,462 - - 2,462
Trade payables 3,375 3,375 - - 3,375
Other financial liabilities 885 885 - - 885
Total 7,645 6,722 923 - 7,645
(iii) Market risk
Market risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market prices.
Market risk comprises two types of risk: currency risk and interest rate risk. The objective of market risk management is to
manage and control market risk exposures within acceptable parameters, while optimising the return.
Currency risk
Currency risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in foreign exchange
rates. The Company is exposed to the effects of fluctuation in the prevailing foreign currency exchange rates on its financial
position and cash flows. Exposure arises primarily due to exchange rate fluctuations between the functional currency and other
currencies from the Company's operating, investing and financing activities.
Exposure to currency risk
The summary of quantitative data about the Company's exposure to currency risk, as expressed in Indian Rupees, as at 31
March 2020 and 31 March 2019 are as below:
(` in Million)
Particulars As at 31 March 2020
USD EURO GBP CHF JPY
Financial assets
Trade receivables 253 477 - - -
253 477 - - -
Borrowings 374 - - - -
Trade payables 124 128 - 2 70
498 128 - 2 70

USD EURO GBP CHF JPY
Financial assets
Trade receivables 201 708 - - -
201 708 - - -
Borrowings 492 - - - -
Trade payables 66 52 - 1 -
558 52 - 1 -
Sensitivity analysis
A reasonably possible strengthening (weakening) of the Indian Rupee against below currencies at 31 March 2020 (previous
year ended as on 31 March 2019) would have affected the measurement of financial instruments denominated in functional
currency and affected equity and profit or loss by the amounts shown below. This analysis is performed on foreign currency
170
denominated monetary financial assets and financial liabilities outstanding as at the year end. This analysis assumes that all
other variables, in particular interest rates, remain constant and ignores any impact of forecast sales and purchases.
(` in Million)
Particulars Profit or loss Equity, net of tax
Strengthening Weakening Strengthening Weakening
1% depreciation / appreciation in Indian Rupees against
following foreign currencies:
For the year ended 31 March 2020
USD (2) 2 (2) 2
EUR 3 (3) 3 (3)
GBP - - - -
CHF - - - -
JPY (1) 1 (1) 1
- - - -
USD 1 (1) 1 (1)
EUR 7 (7) 4 (4)
GBP - - - -
CHF - - - -
JPY - - - -
8 (8) 5 (5)
USD: United States Dollar, EUR: Euro, , GBP: Great Britain Pound, CHF: Swiss Franc, JPY: Japanese Yen
The Company uses derivative financial instruments exclusively for hedging financial risks that arise from its commercial business
or financing activities.
The following table details the foreign currency derivative contracts outstanding at the end of the reporting period:
(` in Million)
Outstanding Contracts No. of Deals Contract value of Maturity
foreign Currency Up to 12 months More than 12 months
(In Million) Nominal Amount Nominal Amount
(In Million) (In Million)
As at As at As at As at As at As at As at As at
31 March 31 March 31 March 31 March 31 March 31 March 31 March 31 March
2020 2019 2020 2019 2020 2019 2020 2019
INR/USD Sell forward 17 7 2 1 158 51 - -
INR/EUR Sell forward 11 6 2 1 146 84 - -
INR/USD Buy forward 2 2 1 2 46 61 - 46
INR/USD Call Option 2 2 4 5 96 85 200 296
Interest rate swap#
INR/USD Buy 2 2 4 5 96 85 200 296
#
Represent principal amount of loan hedged
171
The following table details the group's sensitivity to a 1% increase and decrease in the ` against the relevant foreign currency.
The sensitivity analysis includes only outstanding forward exchange contracts as tabulated above and adjusts their translation
at the period end for 1% change in foreign currency rates. A positive number below indicates an increase in profit before tax or
vice-versa.
(` in Million)
INR/USD Sell forward 2 (2) 1 (1)
INR/EUR Sell forward 1 (1) 1 (1)
INR/USD Buy forward - - - -
INR/USD Call option 3 (3) 2 (2)
6 (6) 4 (4)
INR/USD Buy forward 1 (1) 1 (1)
7 (7) 5 (5)
USD: United States Dollar, EUR: Euro
(iii) Market risk
Interest rate risk
Interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest
rates. The Company’s main interest rate risk arises from long-term borrowings with variable rates, which expose the Company
to cash flow interest rate risk.
Exposure to interest rate risk
The Company’s interest rate risk arises majorly from the term loans from banks carrying floating rate of interest. These obligations
exposes the Company to cash flow interest rate risk. The exposure of the Company’s borrowing to interest rate changes as
reported to the management at the end of the reporting period are as follows:
(` in Million)
Variable-rate instruments As at As at
31 March 2020 31 March 2019
Non current borrowings 932 618
Current borrowings 1,665 2,090
Current maturities of non-current borrowings 360 528
Total 2,957 3,236
Cash flow sensitivity analysis for variable-rate instruments
A reasonably possible change of 50 basis points (bps) in interest rates at the reporting date would have increased / (decreased)
equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign
currency exchange rates, remain constant.
172
(` in Million)
50 bps increase 50 bps decrease 50 bps increase 50 bps decrease
Interest on term loans from banks
For the year ended 31 March 2020 (15) 15 (11) 11
2.52 Capital management
For the purpose of the Company’s capital management, capital includes issued equity share capital, share premium and all other
equity reserves attributable to the equity holders of the parent. The primary objective of the management of the Company’s
capital structure is to maintain an efficient mix of debt and equity in order to achieve a low cost of capital, while taking into
account the desirability of retaining financial flexibility to pursue business opportunities and adequate access to liquidity to
mitigate the effect of unforeseen events on cash flows.
The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions. To maintain
or adjust the capital structure, the Company may return capital to shareholders, raise new debt or issue new shares.
The Company monitors capital on the basis of the debt to capital ratio, which is calculated as interest-bearing debts divided by
total capital (equity attributable to owners of the parent plus interest-bearing debts).
(` in Million)
31 March 2020 31 March 2019
Current borrowings (including lease liabilities) 1,833 2,462
Non current borrowings (including current maturity & lease liabilities) 2,050 1,477
Less : Cash and cash equivalents (185) (63)
Adjusted net debt (A) 3,698 3,876
Total equity (B) 8,663 11,372
Adjusted net debt to adjusted equity ratio (A/B) 43% 34%
Previous years figures have been regrouped/ reclassified wherever necessary to correspond with the current years classification/
2.53
disclosure.

(DIN:-03033960)

173
INDEPENDENT AUDITOR’S REPORT

To the Members of Minda Corporation Limited the consideration of audit reports of the other auditors referred
to in sub paragraph (a) of the “Other Matters” paragraph below,
Report on the Audit of Consolidated Financial Statements
is sufficient and appropriate to provide a basis for our opinion on
Opinion the consolidated financial statements.
We have audited the consolidated financial statements of Minda Emphasis of matters

Corporation Limited (hereinafter referred to as the "Holding
1. We draw attention to note 2(A)(ii) and 2.46 of the
Company") and its subsidiaries (Holding Company and its
consolidated financial statements, which describes that the
subsidiaries together referred to as “the Group”), its associate
going concern basis of preparing the financial statements
and its joint ventures, which comprise the consolidated balance
has not been used for its wholly owned subsidiary, Minda
sheet as at 31 March 2020, and the consolidated statement
KTSN Plastic Solutions Gmbh & Co. KG, Germany (including
of profit and loss (including other comprehensive income),
its step down subsidiaries) because the Board of Directors
consolidated statement of changes in equity and consolidated
of the Company, subsequent to year-end, have decided
statement of cash flows for the year then ended, and notes
to withdraw the financial support, pursuant to which Minda
to the consolidated financial statements, including a summary
KTSN Plastic Solutions Gmbh & Co. KG, Germany has filed
of significant accounting policies and other explanatory
for insolvency.
information (hereinafter referred to as “the consolidated financial
statements”). 2. We draw attention to note 2.49 to the Consolidated
Financial Statements, which describes in detail that the
In our opinion and to the best of our information and according Scheme of Amalgamation ("Scheme") of Minda SAI Limited,
to the explanations given to us, and based on the consideration Minda Automotive Solutions Limited, Minda Management
of reports of other auditors on separate financial statements Services Limited, Minda Autoelektrik Limited and Minda
of such subsidiaries, associate, joint ventures and joint Telematics and Electric Mobility Solutions Private Limited
operations as were audited by the other auditors, the aforesaid (formerly EI Labs India Private Limited) with the Company
consolidated financial statements give the information required was approved by National Company Law Tribunal ("NCLT")
by the Companies Act, 2013 (“Act”) in the manner so required vide its order dated 19 July 2019. All the assets, liabilities,
and give a true and fair view in conformity with the accounting reserves and surplus of the transferor companies were
principles generally accepted in India, of the consolidated state transferred to and vested in the Company without any
of affairs of the Group, its associate and joint ventures as at 31 consideration. Consequently, for the previous year,
March 2020, of its consolidated loss and other comprehensive the Consolidated Financial Statements were revised
income, consolidated changes in equity and consolidated cash by the Company to give effect to the said Scheme of
flows for the year then ended. Amalgamation. This being a common control business
Basis for Opinion combination under Ind AS 103 “Business Combination”,
comparatives were re-presented for amalgamation with
We conducted our audit in accordance with the Standards on effect from the beginning of the preceding period.
Auditing (SAs) specified under section 143(10) of the Act. Our
responsibilities under those SAs are further described in the Our opinion is not modified in respect of these matters.
Auditor’s Responsibilities for the Audit of the Consolidated Key Audit Matters
Financial Statements section of our report. We are independent
of the Group, its associate and joint ventures in accordance with Key audit matters are those matters that, in our professional
the ethical requirements that are relevant to our audit of the judgment, were of most significance in our audit of the
consolidated financial statements in terms of the Code of Ethics consolidated financial statements of the current period. These
issued by the Institute of Chartered Accountants of India and the matters were addressed in the context of our audit of the
relevant provisions of the Act, and we have fulfilled our other consolidated financial statements as a whole, and in forming our
ethical responsibilities in accordance with these requirements. opinion thereon, and we do not provide a separate opinion on
We believe that the audit evidence obtained by us along with these matters.
174
Description of Key Audit Matters
Revenue Recognition
See note 2.29 to the consolidated financial statements
The Group’s revenue is derived primarily from sale of products In view of the significance of the matter we applied the following
which comprises locks and wire harness for the automotive audit procedures in this area, among others to obtain sufficient
industry. appropriate audit evidence:
Standards on Auditing presume that there is fraud risk with – Assessed the appropriateness of the accounting policy for
regard to revenue recognition. Also, revenue is one of revenue recognition as per the relevant accounting standard;
key performance indicators of the Group which makes it
– Evaluated the design and implementation of key internal
susceptible to misstatement.
financial controls in relation to revenue recognition and
In view of the above, we have identified revenue recognition tested the operating effectiveness of such controls for a
as a key audit matter. sample of transactions;
– Involved our IT specialists to assist us in testing of key IT
system controls relating to revenue recognition;
– Performed detailed testing by selecting samples of revenue
transactions recorded during and after the year. For such
sample, verified the underlying documents including
customer acceptance, to assess whether these are
recognised in the appropriate period in which control is
transferred;
– Tested sample journal entries for revenue recognised during
the year, selected based on specified risk-based criteria, to
identify unusual transactions.
accordance with the relevant accounting standard.
Impairment of testing of goodwill (‘Intangible’)

See note 2.46 to the consolidated financial statements
As at 31 March 2020 goodwill represents 1.3% of the Group’s In view of the significance of the matter we applied the following
total assets which has been allocated to different Cash audit procedures in this area, among others to obtain sufficient
Generating Unit (‘CGU’s). Company performs impairment appropriate audit evidence:
testing of goodwill at least annually.
– Assessed the appropriateness of accounting policy for
In performing such impairment assessment, the Company impairment of goodwill as per the relevant accounting
compares the carrying value of each of the identifiable standard.
cash generating units (“CGUs”) to which goodwill has been
– Evaluated the design and implementation of key internal
allocated with its respective recoverable value, to determine
financial controls in relation to impairment process including
whether any impairment loss should be recognised.
determination of the recoverable amount and tested the
The Group’s assessment of impairment of goodwill is operating effectiveness of such controls.
complex as it involves significant judgment in determining the – Tested the Group’s budgeting procedures upon which the
assumptions used to estimate the recoverable amount. The forecasts are based.
recoverable amount of various CGU’s has been based on one
of the following models as appropriate: – We assessed the adequacy of level of impairment by:
• Discounted forecast cash flow model which uses • Evaluating with the help of our valuation specialists,
several key assumptions, including estimates of future wherever necessary, appropriateness of the valuation
sales volumes, prices, operating costs, terminal values, methodology and of key assumptions, specifically
growth rates and the weighted average cost of capital. those relating to revenue projections, operating costs,
discount rates and terminal growth rates based on
historical trends, underlying business strategies and
growth plans and on our knowledge of the Group and
the industry;
175
• Fair value less costs of disposal method (where a • Performed sensitivity analysis of the key assumptions
significant subsidiary has filed for insolvency subsequent including the possible effects of Covid 19.
to the year-end). This method involves several key – Evaluated the management’s assessment for recoverable
assumptions which is dependent on external factors. amount of the CGU vis-à-vis carrying amount for their
Given the significant level of judgement involved in making determination of impairment loss, if any.
the above estimates and the quantitative significance of the – Assessed the adequacy of the disclosures made in
carrying amount of goodwill, we have determined this to be a accordance with the relevant accounting standards.
key audit matter.
Other Information preparation and presentation of the consolidated financial

statements that give a true and fair view and are free from
The Holding Company’s management and Board of Directors
material misstatement, whether due to fraud or error, which have
are responsible for the other information. The other information
been used for the purpose of preparation of the consolidated
comprises the information included in the holding Company’s
financial statements by the Management and Directors of the
annual report, but does not include the financial statements
Holding Company, as aforesaid.
and our auditor’s report thereon.
In preparing the consolidated financial statements, the
Our opinion on the consolidated financial statements does not
respective Management and Board of Directors of the
cover the other information and we do not express any form of
companies included in the Group and of its associate and
assurance conclusion thereon.
joint ventures are responsible for assessing the ability of
In connection with our audit of the consolidated financial each company to continue as a going concern, disclosing,
statements, our responsibility is to read the other information as applicable, matters related to going concern and using
and, in doing so, consider whether the other information the going concern basis of accounting unless the respective
is materially inconsistent with the consolidated financial Board of Directors either intends to liquidate the Company or
statements or our knowledge obtained in the audit or to cease operations, or has no realistic alternative but to do so.
otherwise appears to be materially misstated. If, based on the
The respective Board of Directors of the companies included in
work we have performed and based on the work done/ audit
the Group and of its associate and joint ventures is responsible
report of other auditors, we conclude that there is a material
for overseeing the financial reporting process of each company.
misstatement of this other information, we are required to
report that fact. We have nothing to report in this regard. Auditor’s Responsibilities for the Audit of the Consolidated
Financial Statements
Management’s and Board of Directors’ Responsibilities for
the Consolidated Financial Statements Our objectives are to obtain reasonable assurance about
whether the consolidated financial statements as a whole
The Holding Company’s Management and Board of Directors
are free from material misstatement, whether due to fraud
are responsible for the preparation and presentation of these
or error, and to issue an auditor’s report that includes our
consolidated financial statements in term of the requirements
opinion. Reasonable assurance is a high level of assurance,
of the Act that give a true and fair view of the consolidated state
but is not a guarantee that an audit conducted in accordance
of affairs, consolidated profit and other comprehensive income,
with SAs will always detect a material misstatement when it
consolidated statement of changes in equity and consolidated
exists. Misstatements can arise from fraud or error and are
cash flows of the Group including its associate and joint
considered material if, individually or in the aggregate, they
ventures in accordance with the accounting principles generally
could reasonably be expected to influence the economic
accepted in India, including the Indian Accounting Standards
decisions of users taken on the basis of these consolidated
(Ind AS) specified under section 133 of the Act. The respective
financial statements.
Management and Board of Directors of the companies included
in the Group and of its associate and joint ventures are As part of an audit in accordance with SAs, we exercise
responsible for maintenance of adequate accounting records professional judgment and maintain professional skepticism
in accordance with the provisions of the Act for safeguarding throughout the audit. We also:
the assets of each company and for preventing and detecting
frauds and other irregularities; the selection and application • Identify and assess the risks of material misstatement
of appropriate accounting policies; making judgments and of the consolidated financial statements, whether due
estimates that are reasonable and prudent; and the design, to fraud or error, design and perform audit procedures
implementation and maintenance of adequate internal financial responsive to those risks, and obtain audit evidence that
controls, that were operating effectively for ensuring accuracy is sufficient and appropriate to provide a basis for our
and completeness of the accounting records, relevant to the opinion. The risk of not detecting a material misstatement
176
resulting from fraud is higher than for one resulting from We believe that the audit evidence obtained by us along with
error, as fraud may involve collusion, forgery, intentional the consideration of audit reports of the other auditors referred
omissions, misrepresentations, or the override of internal to in sub-paragraph (a) of the Other Matters paragraph below,
control. is sufficient and appropriate to provide a basis for our audit
opinion on the consolidated financial statements.
• Obtain an understanding of internal control relevant to
the audit in order to design audit procedures that are We communicate with those charged with governance of
appropriate in the circumstances. Under section 143(3)(i) the Holding Company and such other entities included in
of the Act, we are also responsible for expressing our the consolidated financial statements of which we are the
opinion on the internal financial controls with reference to independent auditors regarding, among other matters, the
the consolidated financial statements and the operating planned scope and timing of the audit and significant audit
effectiveness of such controls based on our audit. findings, including any significant deficiencies in internal
• Evaluate the appropriateness of accounting policies control that we identify during our audit.
used and the reasonableness of accounting estimates We also provide those charged with governance with a
and related disclosures made by the Management and statement that we have complied with relevant ethical
Board of Directors. requirements regarding independence, and to communicate
• Conclude on the appropriateness of Management and with them all relationships and other matters that may
Board of Directors use of the going concern basis of reasonably be thought to bear on our independence, and
accounting in preparation of consolidated financial where applicable, related safeguards.
statements and, based on the audit evidence obtained, From the matters communicated with those charged with
whether a material uncertainty exists related to events governance, we determine those matters that were of most
or conditions that may cast significant doubt on the significance in the audit of the consolidated financial statements
appropriateness of this assumption. If we conclude that of the current period and are therefore the key audit matters.
a material uncertainty exists, we are required to draw We describe these matters in our auditor’s report unless law
attention in our auditor’s report to the related disclosures or regulation precludes public disclosure about the matter or
in the consolidated financial statements or, if such when, in extremely rare circumstances, we determine that a
disclosures are inadequate, to modify our opinion. Our matter should not be communicated in our report because
conclusions are based on the audit evidence obtained up the adverse consequences of doing so would reasonably
to the date of our auditor’s report. However, future events be expected to outweigh the public interest benefits of such
or conditions may cause the Group and its associate and communication.
joint ventures to cease to continue as a going concern.
Other Matters
• Evaluate the overall presentation, structure and content
of the consolidated financial statements, including the We did not audit the financial statements/ financial information
disclosures, and whether the consolidated financial of twelve subsidiaries, whose financial statements/financial
statements represent the underlying transactions and information reflect total assets (before consolidation
events in a manner that achieves fair presentation. adjustments) of `5,163 million as at 31 March 2020, total
revenues (before consolidation adjustments) of `7,303
• Obtain sufficient appropriate audit evidence regarding
million and net cash flows (before consolidation adjustments)
the financial information of such entities or business
amounting to `521 million for the year ended on that date,
activities within the Group and its associate and joint
as considered in the consolidated financial statements. The
ventures to express an opinion on the consolidated
consolidated financial statements also include the Group’s
financial statements. We are responsible for the direction,
share of net profit (and other comprehensive income) of ` 40
supervision and performance of the audit of financial
million for the year ended 31 March 2020, in respect of one
information of such entities included in the consolidated
associate, whose financial statements/financial information
financial statements of which we are the independent
have not been audited by us. These financial statements/
auditors. For the other entities included in the consolidated
financial information have been audited by other auditors
financial statements, which have been audited by other
whose reports have been furnished to us by the Management
auditors, such other auditors remain responsible for the
and our opinion on the consolidated financial statements, in
direction, supervision and performance of the audits
so far as it relates to the amounts and disclosures included in
carried out by them. We remain solely responsible for
respect of these subsidiaries, joint ventures and associate, and
our audit opinion. Our responsibilities in this regard are
our report in terms of sub-section (3) of Section 143 of the Act, in
further described in para (a) of the section titled ‘Other
so far as it relates to the aforesaid subsidiaries, and associate
Matters’ in this audit report.
is based solely on the audit reports of the other auditors.
177
Certain of these subsidiaries are located outside India whose d) In our opinion, the aforesaid consolidated financial
financial statements and other financial information have statements comply with the Ind AS specified under
been prepared in accordance with accounting principles section 133 of the Act.
generally accepted in their respective countries and which
e) On the basis of the written representations received
have been audited by other auditors under generally accepted
from the directors of the Holding Company as
auditing standards applicable in their respective countries.
on 31 March 2020 taken on record by the Board
The Company’s management has converted the financial
of Directors of the Holding Company and the
statements of such subsidiaries located outside India from
reports of the statutory auditors of its subsidiary
accounting principles generally accepted in their respective
companies, associate company and joint ventures
countries to accounting principles generally accepted in
incorporated in India, none of the directors of the
India. We have audited these conversion adjustments made
Group companies, its associate company, and joint
by the Company’s management. Our opinion in so far as it
ventures incorporated in India is disqualified as on
relates to the balances and affairs of such subsidiaries located
31 March 2020 from being appointed as a director
outside India is based on the report of other auditors and the
in terms of Section 164(2) of the Act.
conversion adjustments prepared by the management of the
Company and audited by us. f) With respect to the adequacy of the internal financial
controls with reference to financial statements of
Our opinion on the consolidated financial statements, and our
the Holding Company, its subsidiary companies,
report on Other Legal and Regulatory Requirements below, is
associate company and joint ventures incorporated
not modified in respect of the above matters with respect to
in India and the operating effectiveness of
our reliance on the work done and the reports of the other
such controls, refer to our separate Report in
auditors and the financial statements/financial information
“Annexure A”.
certified by the Management.
B. With respect to the other matters to be included in
Report on Other Legal and Regulatory Requirements the Auditor's Report in accordance with Rule 11 of the
A. As required by Section 143(3) of the Act, based on our audit Companies (Audit and Auditor’s) Rules, 2014, in our opinion
and on the consideration of reports of the other auditors and to the best of our information and according to the
on separate financial statements of such subsidiaries, explanations given to us and based on the consideration
associate and joint ventures as were audited by other of the reports of the other auditors on separate financial
auditors, as noted in the ‘Other Matters’ paragraph, we statements of the subsidiaries, associate and joint
report, to the extent applicable, that: ventures, as noted in the ‘Other Matters’ paragraph:
a) We have sought and obtained all the information i. The consolidated financial statements disclose the
and explanations which to the best of our impact of pending litigations as at 31 March 2020
knowledge and belief were necessary for the on the consolidated financial position of the Group,
purposes of our audit of the aforesaid consolidated its associate and joint ventures. Refer Note 2.38 to
financial statements. the consolidated financial statements.
b) In our opinion, proper books of account as required ii. The Group, its associate and joint ventures did not
by law relating to preparation of the aforesaid have any material foreseeable losses on long-term
consolidated financial statements have been kept contracts including derivative contracts during the
so far as it appears from our examination of those year ended 31 March 2020.
books and the reports of the other auditors. iii. There have been no delays in transferring amounts
c) The consolidated balance sheet, the consolidated to the Investor Education and Protection Fund by
statement of profit and loss (including other the Holding Company or its subsidiary companies,
comprehensive income), the consolidated associate company and joint ventures incorporated
statement of changes in equity and the consolidated in India during the year ended 31 March 2020.
statement of cash flows dealt with by this Report are iv. The disclosures in the consolidated financial
in agreement with the relevant books of account statements regarding holdings as well as dealings
maintained for the purpose of preparation of the in specified bank notes during the period from 8
consolidated financial statements. November 2016 to 30 December 2016 have not
178
been made in the financial statements since they associate company and joint ventures is not in excess
do not pertain to the financial year ended March of the limit laid down under Section 197 of the Act. The
2020. Ministry of Corporate Affairs has not prescribed other
details under Section 197(16) which are required to be
C. With respect to the matter to be included in the Auditor’s
commented upon by us.
report under section 197(16):
In our opinion and according to the information and

explanations given to us and based on the reports of For B S R & Co. LLP
the statutory auditors of such subsidiary companies
and associate company, the remuneration paid during 101248W / W-100022
the current year by the Holding Company, its subsidiary
companies, associate company and joint ventures to its
Shashank Agarwal
directors is in accordance with the provisions of Section Partner
197 of the Act. The remuneration paid to any director Place : Gurugram Membership No. 095109
by the Holding Company, its subsidiary companies, Date: 15 July 2020 UDIN: 20095109AAAAET1659
179
Annexure A to the Independent Auditors’ report on the Consolidated Financial Statements

of Minda Corporation Limited for the year ended 31 March 2020
Report on the internal financial controls with reference to the aforesaid Consolidated Financial Statements under Clause (i) of
Sub-section 3 of Section 143 of the Companies Act, 2013
(Referred to in paragraph (A)(f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)
Opinion audit of internal financial controls with reference to consolidated

financial statements. Those Standards and the Guidance Note
In conjunction with our audit of the consolidated financial
require that we comply with ethical requirements and plan
statements of the Company as of and for the year ended 31
and perform the audit to obtain reasonable assurance about
March 2020, we have audited the internal financial controls
whether adequate internal financial controls with reference
with reference to consolidated financial statements of Minda
to consolidated financial statements were established and
Corporation Limited (hereinafter referred to as “the Holding
maintained and if such controls operated effectively in all
Company”) and such companies incorporated in India under
material respects.
the Companies Act, 2013 which are its subsidiary company, its
associate company and its joint venture companies, as of that Our audit involves performing procedures to obtain audit
date. evidence about the adequacy of the internal financial controls
with reference to consolidated financial statements and their
In our opinion, the Holding Company and such companies
operating effectiveness. Our audit of internal financial controls
incorporated in India which are its subsidiary company, its
with reference to consolidated financial statements included
associate company and joint venture companies, have, in all
obtaining an understanding of internal financial controls with
material respects, adequate internal financial controls with
reference to consolidated financial statements, assessing the
reference to consolidated financial statements and such internal
risk that a material weakness exists, and testing and evaluating
financial controls were operating effectively as at 31 March
the design and operating effectiveness of the internal controls
2020, based on the internal financial controls with reference
based on the assessed risk. The procedures selected depend
to consolidated financial statements criteria established by
on the auditor’s judgement, including the assessment of the
such companies considering the essential components of
risks of material misstatement of the consolidated financial
such internal controls stated in the Guidance Note on Audit of
statements, whether due to fraud or error.
Internal Financial Controls Over Financial Reporting issued by
the Institute of Chartered Accountants of India (the “Guidance We believe that the audit evidence we have obtained and the
Note”). audit evidence obtained by the other auditors of the relevant
subsidiary companies and associate company in terms of their
Management’s Responsibility for Internal Financial Controls
reports referred to in the Other Matters paragraph below, is
The respective Company’s management and the Board of sufficient and appropriate to provide a basis for our audit opinion
Directors are responsible for establishing and maintaining on the internal financial controls with reference to consolidated
internal financial controls with reference to consolidated financial financial statements.
statements based on the criteria established by the respective
Company considering the essential components of internal Meaning of Internal Financial controls with Reference to
control stated in the Guidance Note. These responsibilities Consolidated Financial Statements
include the design, implementation and maintenance of A company's internal financial controls with reference to
adequate internal financial controls that were operating consolidated financial statements is a process designed to
effectively for ensuring the orderly and efficient conduct of its provide reasonable assurance regarding the reliability of
business, including adherence to the respective company’s financial reporting and the preparation of financial statements
policies, the safeguarding of its assets, the prevention and for external purposes in accordance with generally accepted
detection of frauds and errors, the accuracy and completeness accounting principles. A company's internal financial controls
of the accounting records, and the timely preparation of reliable with reference to consolidated financial statements includes
financial information, as required under the Companies Act, those policies and procedures that (1) pertain to the maintenance
2013 (hereinafter referred to as “the Act”). of records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of the company;
Auditors’ Responsibility
(2) provide reasonable assurance that transactions are recorded
Our responsibility is to express an opinion on the internal financial as necessary to permit preparation of financial statements in
controls with reference to consolidated financial statements accordance with generally accepted accounting principles, and
based on our audit. We conducted our audit in accordance with that receipts and expenditures of the company are being made
the Guidance Note and the Standards on Auditing, prescribed only in accordance with authorisations of management and
under section 143(10) of the Act, to the extent applicable to an directors of the company; and (3) provide reasonable assurance
180
regarding prevention or timely detection of unauthorised Other Matters

acquisition, use, or disposition of the company's assets that
Our aforesaid reports under Section 143(3)(i) of the Act on the
could have a material effect on the financial statements.
adequacy and operating effectiveness of the internal financial
Inherent Limitations of Internal Financial controls with controls with reference to consolidated financial statements
Reference to Consolidated Financial Statements insofar as it relates to one subsidiary company and one associate
company, which are companies incorporated in India, is based
Because of the inherent limitations of internal financial controls
on the corresponding reports of the auditors of such companies
with reference to consolidated financial statements, including
incorporated in India.
the possibility of collusion or improper management override
of controls, material misstatements due to error or fraud may
occur and not be detected. Also, projections of any evaluation For B S R & Co. LLP
of the internal financial controls with reference to consolidated
Firm's Registration No.: 101248W
financial statements to future periods are subject to the risk that / W-100022
the internal financial controls with reference to consolidated
financial statements may become inadequate because of
changes in conditions, or that the degree of compliance with the Shashank Agarwal
policies or procedures may deteriorate. Partner
Date: 15 July 2020 UDIN: 20095109AAAAET1659
181
Consolidated Balance Sheet

as at 31 March 2020
(` in Million)
As at As at
Notes
31 March 2020 31 March 2019
ASSETS
Non-current assets
Property, plant and equipment 2.1 5,292 6,117
Capital work-in-progress 2.1 284 210
Goodwill 2.2 299 1,010
Intangible assets 2.3 110 189
Financial assets
i. Investments 2.4 1,761 1,650
ii. Loans 2.5 115 121
iii. Other financial assets 2.6 2 523
Deferred tax assets (net) 2.20 17 98
Income-tax assets 2.7 27 67
Other non-current assets 2.8 120 40
Total non-current assets 8,027 10,025
Current assets
Property, plant and equipment 2.1 1,928 -
Capital work-in-progress 2.1 1 -
Inventories 2.9 3,949 4,464
Financial assets
i. Trade receivables 2.10 3,898 5,464
ii. Cash and cash equivalents 2.11 947 303
iii. Other Bank balances 2.12 3,777 3,227
iv. Loans 2.13 14 22
v. Other financial assets 2.14 50 281
Other current assets 2.15 694 732
Total current assets 15,258 14,493
Total assets 23,285 24,518
EQUITY AND LIABILITIES
EQUITY
Equity share capital 2.16 453 453
Other equity 2.17 9,297 11,498
Total equity 9,750 11,951
LIABILITIES
i. Borrowings 2.18 1,150 1,456
ii Lease Liability 2.36 376 -
iii Other financial liabilities 2.19 - 12
Deferred tax liabilities (net) 2.20 48 182
Other non-current liabilities 2.22 34 31
Total non-current liabilities 1,860 1,856
Current liabilities
i. Borrowings 2.23 3,124 3,873
ii Lease Liability 2.36 506 -
iii. Trade payables 2.24
- Total dues of micro and small enterprises 1,012 62
- Total dues of creditors other than micro and small enterprises 4,081 4,041
iv. Other financial liabilities 2.25 1,654 1,944
Other current liabilities 2.26 362 541
Current tax liabilities 2.28 33 80
Total current liabilities 11,675 10,711
Total liabilities 13,535 12,567
Total equity and liabilities 23,285 24,518
The accompanying notes form an integral part of the consolidated financial statements
(DIN:-03033960)
182
Consolidated Statement of Profit and Loss

(` in Million)
Notes ended ended
31 March 2020 31 March 2019
Revenue from operations 2.29 28,131 30,920
Other income 2.30 443 355
Total revenue 28,574 31,275
Expenses
Cost of materials consumed (including packing material) 2.31 15,377 18,303
Purchase of stock-in-trade 753 617
Change in inventories of finished goods, work-in-progress and stock-in-trade 2.32 861 112
Employee benefits expense 2.33 5,027 5,092
Finance costs 2.34 499 490
Depreciation and amortization expense 2.1, 2.2 1,179 883
Other expenses 2.35 3,614 3,872
Total expenses 27,310 29,369
Profit from operations before share of profit/(Loss) of joint ventures/ 1,264 1,906
associate and taxes
Share of profits/ (loss) of joint ventures/associate (net of taxes) 125 280
Profit from operations before exceptional item and taxes 1,389 2,186
Exceptional item (refer note 2.46 & 2.41) (2,933) 175
Profit from operations after exceptional item and before taxes (1,544) 2,361
Tax expense
Current tax 2.20 520 686
Income tax for earlier year 2.20 7 (19)
Deferred tax charge/ (credit) 2.20 (73) 2
Profit after taxes (1,998) 1,692
Other comprehensive income
Items that will not be reclassified to profit or loss
Remeasurement of defined benefit liabilities for holding & subsidiaries (16) (10)
Income tax relating to items that will not be reclassified to profit or loss 4 3
Joint Ventures share of remeasurement of defined benefit liabilities (6) 2
(net of tax)
Items that will be reclassified to profit or loss
Exchange difference in translating financial statements of foreign operations 72 (93)
Other comprehensive income for the year (net of tax) 54 (98)
Total comprehensive income for the year (1,944) 1,594
Earnings per equity share [Par value of ` 2 per equity share] 2.17.11
Basic (8.98) 7.69
Diluted (8.98) 7.52
(DIN:-03033960)
183
Consolidated Statement of Cash Flows

(` in million)
ended ended
31 March 2020 31 March 2019
A. CASH FLOW FROM OPERATING ACTIVITIES
(Loss)/Profit before taxes (1,544) 2,361
Adjustments for :-
Exceptional item 2,933 (175)
Depreciation and amortisation expense 1,179 883
Share of profits of joint ventures and associate (net of taxes) (125) (280)
Bad debts and provision for doubtful trade receivables 76 42
Loss on sale/discard of fixed assets (net) 15 10
Interest income (298) (192)
Liabilities / provisions no longer required written back (34) (73)
Unrealised foreign exchange (loss) / profit (including mark to market on derivative (60) 14
contracts)
Employee stock compensation expense 3 19
Operating Cash flow before changes in following assets and liabilities 2,715 3,122
Decrease in trade receivables 1,187 179
Decrease in inventories 322 1
Decrease / (Increase) in loans, other financial assets and other assets 8 (259)
Increase/ (Decrease) in trade payables 915 (313)
Decrease in other financial liabilities and other liabilities (66) (22)
Decrease in provisions (59) (8)
Cash generated from operations 5,022 2,700
Income tax paid (518) (606)
Net cash generated from operating activities (A) 4,504 2,094
B. CASH FLOW FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment (1,485) (1,201)
Sale of property, plant and equipment 23 19
Disposal of interest in Joint Venture - 240
Investment made in bank deposits (held for initial maturity of more than 3 months) (413) (3,158)
(net)
Proceeds from sale of treasury shares 31 -
Interest received 472 81
Net cash used in investing activities (B) (1,372) (4,019)
184
(` in million)

ended ended
31 March 2020 31 March 2019
C. CASH FLOW FROM FINANCING ACTIVITIES
Fund raised through Qualified Institutional Placement (QIP) - 3,056
Payment of dividend (inclusive of dividend distribution tax) (199) (175)
Repayment of non current borrowings (net) (814) (1,218)
(Repayment)/ proceeds of / from current borrowings (net) (753) 771
Interest paid (refer note 4 below) (404) (401)
Repayment of lease liability (320) -
Net cash (used in)/generated from financing activities (C) (2,490) 2,033
Net increase in cash and cash equivalents (A + B + C) 642 108
Cash and cash equivalents as at the beginning of the year 303 193
Translation adjustment on cash balance 2 2
Cash and cash equivalents as at the end of the year 947 303
1. The above cash flow statement has been prepared under the indirect method set out in Indian Accounting Standard (Ind AS)- 7
"Statement of cash Flow".
2. Cash and cash equivalents consists of cash in hand and balances with banks. Refer note 2.11
3. Refer note no. 2.18(a) for change in financing activities.
4. Includes interest on lease liabilities amounting to ` 82 million (Previous year ` Nil)

(DIN:-03033960)

185
Consolidated Statement of Changes in Equity

A. Equity share capital

(` in million)
Particulars Amount
Balance as at 1 April 2018 416
Changes in equity share capital during the year 37
Equity share capital issued during the year -
B. Other equity
(`in million)
Attributable to owners of the Company
Reserves and surplus Items of Other Comprehensive Total
(2) Income (2)
Capital Capital Securities General Employee Equity component Retained Foreign Remeasurement
reserve redemption premium reserve stock of compound earnings currency of defined
reserve reserve compensation financial instrument- translation benefit
option Cumulative reserve obligations
outstanding redeemable
preference share
Balance as at 1 April 2018 567 192 984 412 21 47 5,161 (393) - 6,991
Profit for the year - - - - - - 1,692 - - 1,692
Other comprehensive income - - - - - - - (92) (5) (97)
Total comprehensive income for the year - - - - - - 1,692 (92) (5) 1,595
Transfer to General Reserve - - - 106 - - (106) - - -
Remeasurement of defined benefit liability/(asset) - - - - - - (5) - 5 -
Premium on issue of shares - QIP - - 3,021 - - - - - - 3,021
Premium on issue of shares by ESOP trust - - 6 - - - - - - 6
Employee stock compensation expense - - - - 17 - - - - 17
Profit on dilution of stake in joint venture - - - - - - 43 - - 43
Dividend on cumulative redeemable preference - - - - - - - - - -
shares
Interim dividend - - - - - - (57) - - (57)
Tax on interim dividend - - - - - - (16) - - (16)
Final dividend - - - - - - (79) - - (79)
Tax on final dividend - - - - - - (23) - - (23)
Balance as at 31 March 2019 567 192 4,011 518 38 47 6,610 (485) - 11,498
Balance as at 1 April 2019 567 192 4,011 518 38 47 6,610 (485) - 11,498
Profit for the year - - - - - (1,998) - - (1,998)
Other comprehensive income - - - - - - 72 (18) 54
Total comprehensive income for the year - - - - - - (1,998) 72 (18) (1,944)
Premium on issue of shares by ESOP Trust - - 6 - - - - - - 6
Profit on sale of treasury shares - - - - - - 31 - - 31
Transfer to General Reserve - - - - - - - - - -
Remeasurement of defined benefit liability/(asset) - - - - - - (18) - 18 -
Equity component of compound financial - - - - - - - - - -
instrument-Cumulative redeemable preference
share
Employee stock compensation expense - - - - 3 - - - - 3
Ind AS 116 impact - - - - - - (98) (98)
Interim dividend - - - - - - (76) - - (76)
Tax on interim dividend - - - - - - (16) - - (16)
Final dividend - - - - - - (102) - - (102)
Tax on final dividend - - - - - - (5) - - (5)
Balance as at 31 March 2020 567 192 4,017 518 41 47 4,328 (413) - 9,297
Notes:
(1) During the year ended 31 March 2020 and 31 March 2019, the Company has paid dividend to its shareholders. This has resulted in payment of Dividend Distribution
Tax (DDT) to the taxation authorities. The Company believes that DDT represents additional payment to taxation authority on behalf of the shareholders. Hence DDT
paid is charged to equity.
(2) Refer note 2.17 for nature and purpose of other equity.
Significant accounting policies (note 2) .
The accompanying notes form an integral part of the consolidated financial statements
(DIN:-03033960)
186
Notes to the consolidated financial statements

1. Reporting entity insolvency. Accordingly, the financial statements of MKTSN

included in these consolidated financial statements
Minda Corporation Limited (the ‘Company’ or the ‘Parent
have been prepared on the basis that the fundamental
Company’) is a Company domiciled in India, with its registered
accounting assumption of going concern is no longer
office situated at A-15, Phase -1 Ashok Vihar, Delhi - 110052. The
appropriate. Consequently, all assets have been valued at
principal place of business is 5th Floor, Plot no-404/405, Sector
net realizable value or carrying value, whichever is low,
-20, Udyog Vihar, Phase-III, Gurugram, Haryana, 122016. The
and all liabilities have been reflected at the values at which
Company has been incorporated under the provisions of Indian
they are expected to be discharged. Refer Note 2.46.
Companies Act and its equity shares are listed on BSE Limited
(BSE) and National Stock Exchange of India (NSE). The Company (iii) Functional and presentation currency
has wholly owned subsidiaries in India, Germany, Indonesia
The management has determined the currency of the
and Vietnam. The Company, its subsidiaries (together referred
primary economic environment in which the group
to as "the Group"), its joint ventures and associate are primarily
operates i.e., functional currency, to be Indian Rupees (`).
involved in manufacturing of Automobile Components and Parts
All amounts have been rounded-off to the nearest million
thereof.
Rupees unless otherwise indicated. Further, at some
Pursuant to the Scheme of Amalgamation ('Scheme') under the places ‘-’ are also put up to values below ` 500,000 to
provisions of Section 230 to 232 of the Companies Act, 2013, make financials in round off to Rupees in millions.
for amalgamation of Minda SAI Limited, Minda Automotive (iv) Basis of measurement
Solutions Limited, Minda Management Services Limited, Minda
Autoelektrik Limited and Minda Telematics and Electric Mobility The consolidated financial statements have been prepared
Solutions Private Limited (formerly EI Labs India Private Limited) on the historical cost basis except for the following items:
(together referred to as “transferor companies”), into Minda
Items Measurement Basis
Corporation Limited (“transferee company”) as approved by the
Hon'ble National Company Law Tribunal vide its order dated Certain financial assets Fair value
19 July 2019, all the assets, liabilities, reserves and surplus of and liabilities (including
the transferor companies have been transferred to and vested derivatives instruments)
in the Company without any consideration. Refer note 2.49 for Share-based payments Fair value
detailed information on accounting of amalgamation. Net defined benefit Fair value of plan assets
(asset)/ liability less present value of
2. Significant accounting policies
defined benefit
This note provides a list of the significant accounting policies obligations
adopted in the preparation of these consolidated financial
(v) Use of estimates and judgement
statements. These policies have been consistently applied to all
the years presented, unless otherwise stated. In preparation of these consolidated financial statements,
management has made judgements, estimates, and
A. Basis of preparation assumptions that affect the application of accounting
(i) Statement of compliance policies and the reported amounts of assets and liabilities,
income and expenses. Actual results may differ from these
These consolidated financial statements have been
estimates.
prepared in accordance with Indian Accounting Standards
(Ind AS) as per the Companies (Indian Accounting Estimates and underlying assumptions are reviewed on
Standards) Rules, 2015 notified under Section 133 of an ongoing basis. Revision to accounting estimates are
the Companies Act, 2013, (the 'Act'), Companies (Indian recognized prospectively.
Accounting Standards) (Amendment) Rules, 2016 and Judgements
other relevant provisions of the Act (“financial statements”).
Information about judgements made in applying
The consolidated financial statements were authorized for accounting policies that have the most significant effects
issue by the Group’s Board of Directors on 15 July 2020. on the amounts recognised in the consolidated financial
statements is included in the following notes:
(ii) Going Concern
Assumptions and estimation uncertainties
The Board of Directors of the Company, subsequent to
the year end, in their meeting dated 9 June 2020 have • Recognition and estimation of tax expense including
decided to withdraw the financial support to its material deferred tax – Note 2.20
wholly owned subsidiary Minda KTSN Plastic Solutions
GmbH Co. & KG, Germany (MKTSN) (including its step • Estimated impairment of financial and non-financial
down subsidiaries), pursuant to which MKTSN has filed for assets – Note 2 (E)(vii) and 2(E)(xviii).
187
• Assessment of useful life of property, plant and 2. It is held primarily for the purpose of being traded;
equipment and intangible asset – Note 2.1
3. It is expected to be realised within 12 months after the
• Estimation of obligations relating to employee benefits: reporting date; or
key actuarial assumptions – Note 2.21
4. It is cash or cash equivalent unless it is restricted from
• Valuation of Inventories – Note 2.9 being exchanged or used to settle a liability for at least
12 months after the reporting date.
• Share based payments – Note 2.42
The Group classifies all other assets as non-current.
• Recognition and measurement of provisions and
contingency: Key assumption about the likelihood and Liabilities:
magnitude of an outflow of resources – Note 2.38
A liability is classified as current when it satisfies any of the
• Fair value measurement – Note 2.44 following criteria:
(vi) Measurement of fair values (1) It is expected to be settled in the Group’s normal
operating cycle;
A number of accounting policies and disclosures require
measurement of fair values, for both financial and non- (2) It is held primarily for the purpose of being traded;
financial assets and liabilities.
(3) It is due to be settled within 12 months after the reporting
Fair values are categorised into different levels in a fair date; or
value hierarchy based on the inputs used in the valuation
(4) The Group does not have an unconditional right to
techniques.
defer settlement of the liability for at least 12 months
Fair values are categorised into different levels in a fair after the reporting date. Terms of a liability that could,
value hierarchy based on the inputs used in the valuation at the option of the counterparty, result in its settlement
techniques as follows: by the issue of equity instruments do not affect its
Level 1: quoted prices (unadjusted) in active markets for classification.
identical assets or liabilities. The Group classifies all other liabilities as non-current.
Level 2: inputs other than quoted prices included in Level Deferred tax assets and liabilities are classified as non-
1 that are observable for the asset or liability, current assets and liabilities respectively.
either directly (i.e. as prices) or indirectly (i.e.
derived from prices). C. Principles of Consolidation
Level 3: inputs for the asset or liability that are not based (i) Subsidiaries:
on observable market data (unobservable inputs). Subsidiaries are all entities over which the Group has
When measuring the fair value of an asset or a liability, control. The Group controls an entity when the Group
the Group uses observable market data as far as possible. is exposed to, or has rights to, variable returns from its
If the inputs used to measure the fair value of an asset involvement with the entity and has the ability to affect
or a liability fall into different levels of the fair value those returns through its power to direct the relevant
hierarchy, then the fair value measurement is categorised activities of the entity. Subsidiaries are fully consolidated
in its entirety in the same level of the fair value hierarchy from the date on which control is transferred to the Group.
as the lowest level input that is significant to the entire They are deconsolidated from the date that control
measurement. ceases.
The Group recognises transfers between levels of the fair The acquisition method of accounting is used to account for
value hierarchy at the end of the reporting period during business combinations by the Group. The Group combines
which the change has occurred. Also, fair value of financial the financial statements of the parent and its subsidiaries
instruments measured at amortised cost is disclosed in line by line adding together like items of assets, liabilities,
Note 2.44. equity, income and expenses. Inter Group transactions,
balances and unrealised gains on transactions between
B. Current-non-current classification Group companies are eliminated. Unrealised losses are
The Group presents assets and liabilities in the also eliminated unless the transaction provides evidence
consolidated balance sheet based on current/ non-current of an impairment of the transferred asset. Accounting
classification. policies of subsidiaries have been changed wherever
necessary to ensure consistency with the policies adopted
Assets:
by the Group.
An asset is treated as current when it satisfies any of the
Non-controlling interests in the results and equity of
following criteria:
subsidiaries are shown separately in the consolidated
1. It is expected to be realised in, or is intended for sale or statement of profit and loss, consolidated statement of
consumption in, the Group’s normal operating cycle; changes in equity and balance sheet respectively.
188
(ii) Equity method: including any other unsecured long-term receivables,

then unless it has incurred obligations or made payments
Under the equity method of accounting, the investments
on behalf of the other entity, Group does not recognise
are initially recognised at cost and adjusted thereafter
further losses, Unrealised gains on transactions between
to recognise the Group’s share of the post-acquisition
the Group and its equity accounted investees are
profits or losses of the investee in the Consolidated
eliminated to the extent of the Group’s interest in these
Statement of Profit and Loss, and the Group’s share of
entities. Unrealised losses are also eliminated unless the
other comprehensive income of the investee in other
transaction provides evidence of an impairment of the
comprehensive income.
asset transferred. Accounting policies of equity accounted
When the Group’s share of losses in an equity-accounted investees have been changed where necessary to ensure
investment equals or exceeds its interest in the entity, consistency with the policies adopted by the Group.
The details of the consolidated entities are as follows:
Name of the Company Country of Nature of Interest % of Ownership

Incorporation 31 March 2020 31 March 2019
Subsidiaries / Step-Subsidiaries
Minda KTSN Plastic Solutions GmbH & Co. Germany Subsidiary 100 100
KG (‘Minda KTSN’)
Minda KTSN Plastic and Tooling Solutions Sp Poland Subsidiary of ‘Minda 100 100
Z.O.O KTSN’
KTSN Kunststofftechnik Sachsen Germany Subsidiary of ‘Minda 100 100
Beteiligungs- GmbH KTSN’
Minda KTSN Plastic Solutions Mexico, S. de Mexico Subsidiary of ‘Minda 100 100
R.L. de C.V KTSN’
Minda Europe B.V. Netherlands Subsidiary 100 100
Minda KTSN Plastic Solutions S.R.O Czech Republic Subsidiary of ‘Minda 100 100
KTSN’
Almighty International PTE Ltd. (‘Almighty’) Singapore Subsidiary 100 100
PT Minda Automotive Indonesia (‘PT Minda’) Indonesia Subsidiary of 100 100
‘Almighty’
PT Minda Automotive Trading Indonesia Indonesia Subsidiary of 100 100
‘PT Minda’
Minda Vietnam Automotive Company Limited Vietnam Subsidiary of 100 100
‘Almighty’
Minda Corporation Ltd. Employees Stock India Subsidiary 100 100
Option Scheme
Spark Minda Foundation India Subsidiary 100 100
Jointly Controlled Entities/Associates
Minda Vast Access Systems Private Limited India Jointly Controlled 50 50
Entity
Furukawa Minda Electric Private Limited India Associate 25 25
(formerly Minda Furukawa Electric Private
Limited)
Minda Stoneridge Instruments Limited India Jointly Controlled 51 51
Entity
189
D. Business Combinations date, are translated at the balance sheet date exchange
rates. Foreign exchange gains and losses resulting from
The acquisition method of accounting is used to account
settlement of such transactions and from the translation
for all business combinations, regardless of whether
of monetary assets and liabilities denominated in foreign
equity instruments or other assets are acquired. The
currencies at the balance sheet date exchange rates are
consideration transferred for the acquisition of a subsidiary
generally recognised in statement of profit and loss.
comprises the
Foreign exchange differences regarded as an adjustment
• fair value of the assets transferred;
to borrowing cost are presented in the statement of profit
• liabilities incurred to the former owners of the acquired and loss, within finance costs. All other foreign exchange
business; gains and losses are presented in the statement of profit
and loss on a net basis within other income or other
• equity interests issued by the Group. expenses.
• fair value of any asset or liability resulting from Non-monetary items that are measured at fair value in
contingent consideration arrangement a foreign currency are translated using the exchange
Identifiable assets acquired and liabilities and contingent rates at the date when the fair value was determined.
liabilities assumed in a business combination are, with Translation differences on assets and liabilities carried at
limited exceptions, measured initially at their fair values fair value are reported as part of the fair value gain or loss.
at the acquisition date. The Group recognizes any non- For example, translation differences on non-monetary
controlling interest in the acquired entity on an acquisition- assets and liabilities such as equity instruments (other than
by-acquisition basis either at their fair value or at the non- investment in subsidiaries and joint ventures) held at fair
controlling interest’s proportionate share of the acquired value through profit or loss are recognized in statement
entity’s net identifiable assets. of profit or loss as part of the fair value gain or loss and
translation differences on non-monetary assets such as
Acquisition related costs are expenses as incurred. equity investments (other than investment in subsidiaries
The excess of the and joint ventures) classified as FVOCI are recognized in
other comprehensive income.
• consideration transferred;
The derivative financial instruments such as forward
• amount of any non-controlling interest in the acquired exchange contracts to hedge its risk associated with
entity; and foreign currency fluctuation are stated at fair value. Any
gains or losses arising from changes in fair value are taken
• acquisition date fair value of any previous equity
directly to the statement of profit or loss.
interest in the acquired entity
Foreign Operations
Over the fair value of the net identifiable assets acquired
is recorded as goodwill. If those amounts are less than The assets and liabilities of foreign operations (subsidiaries,
the fair value of the net identifiable assets acquired, the associates, joint arrangements) including goodwill and fair
difference is recognized in other comprehensive income value adjustments arising on acquisition, are translated into
and accumulated in equity as capital reserve provided there INR, the functional currency of the Group, at the exchange
is clear evidence of the underlying reasons for classifying rates at the reporting date. The income and expenses of
the business combination as a bargain purchase. In other foreign operations are translated into INR at the exchange
cases, the bargain purchase gain is recognized directly in rates at the dates of the transactions or an average rate if
equity as capital reserve. the average rate approximates the actual rate at the date
of the transaction.
If the business combination is achieved in stages,
the acquisition date carrying value of the acquirer’s When a foreign operation is disposed of in its entirety
previously held equity interest is remeasured to fair or partially such that control, significant influence or
value at the acquisition date. Any gains arising from such joint control is lost, the cumulative amount of exchange
remeasurement are recognized in the Consolidated differences related to that foreign operation recognised in
Statement of Profit and Loss or Other Comprehensive OCI is reclassified to profit or loss as part of the gain or loss
Income, as appropriate. on disposal. If the Group disposes off part of its interest in a
subsidiary but retains control, then the relevant proportion
E. Summary of significant accounting policies
of the cumulative amount is re-allocated to NCI. When the
i) Foreign currency transactions and translations Group disposes off only a part of its interest in an associate
or a joint venture while retaining significant influence or
Transactions and Balances
joint control, the relevant proportion of the cumulative
Foreign currency transactions are translated into the amount is reclassified to profit or loss, are translated into
functional currency using the exchange rates at the the functional currency using the exchange rates at the
dates of transactions and monetary assets and liabilities dates of transactions and monetary assets and liabilities
denominated in foreign currencies as at the balance sheet denominated in foreign currencies as at the balance sheet
190
date, are translated at the balance sheet date exchange the original contract, basis which the transaction price
rates. Foreign exchange gains and losses resulting from could be allocated to a new performance obligation, or
settlement of such transactions and from the translation transaction price of an existing obligation could undergo
of monetary assets and liabilities denominated in foreign a change. In the event transaction price is revised for
currencies at the balance sheet date exchange rates are existing obligation, a cumulative adjustment is accounted
generally recognised in statement of profit and loss. for.
ii) Revenue Recognition Use of significant judgements in revenue recognition:
Revenue is recognized to the extent that it is probable a) The Group’s contracts with customers could include
that the economic benefits will flow to the Group and promises to transfer products to a customer. The
the revenue can be reliably measured. Revenue is Group assesses the products promised in a contract
measured at the fair value of the consideration received and identifies distinct performance obligations in
or receivable, taking into account contractually defined the contract. Identification of distinct performance
terms of payment and excluding taxes or duties collected obligation involves judgement to determine the
on behalf of the government. deliverables and the ability of the customer to benefit
However, sales tax/ Goods and Services Tax (GST) is not independently from such deliverables.
received by the Group on its own account. Rather, it is tax b) Judgement is also required to determine the transaction
collected on value added to the commodity by the seller price for the contract. The transaction price could be
on behalf of the government. Accordingly, it is excluded either a fixed amount of customer consideration or
from revenue. variable consideration with elements such as volume
The specific recognition criteria described below must discounts, service level credits, performance bonuses,
also be met before revenue is recognized. price concessions and incentives. The transaction
price is also adjusted for the effects of the time value
Sale of goods
of money if the contract includes a significant financing
The Group recognized revenue when (or as) a performance component. Any consideration payable to the customer
obligation was satisfied, i.e. when 'control' of the goods is adjusted to the transaction price, unless it is a payment
underlying the particular performance obligation were for a distinct product or service from the customer. The
transferred to the customer. estimated amount of variable consideration is adjusted
in the transaction price only to the extent that it is highly
Further, revenue from sale of goods is recognized based
probable that a significant reversal in the amount of
on a 5-Step Methodology which is as follows:
cumulative revenue recognised will not occur and is
Step 1: Identify the contract(s) with a customer reassessed at the end of each reporting period. The
Step 2: Identify the performance obligation in contract Group allocates the elements of variable considerations
to all the performance obligations of the contract unless
Step 3: Determine the transaction price there is observable evidence that they pertain to one or
Step 4: Allocate the transaction price to the performance more distinct performance obligations.
obligations in the contract c) The Group uses judgement to determine an appropriate
Step 5: Recognise revenue when (or as) the entity satisfies standalone selling price for a performance obligation.
a performance obligation The Group allocates the transaction price to each
performance obligation on the basis of the relative
Revenue is measured based on the transaction price,
standalone selling price of each distinct product or
which is the consideration, adjusted for volume discounts,
service promised in the contract.
service level credits, performance bonuses, price
concessions and incentives, if any, as specified in the d) The Group exercises judgement in determining whether
contract with the customer. Revenue also excludes taxes the performance obligation is satisfied at a point in
collected from customers. time or over a period of time. The Group considers
Contract assets are recognised when there is excess indicators such as how customer consumes benefits as
of revenue earned over billings on contracts. Contract services are rendered or who controls the asset as it
assets are classified as unbilled receivables (only act of is being created or existence of enforceable right to
invoicing is pending) when there is unconditional right to payment for performance to date and alternate use of
receive cash, and only passage of time is required, as per such product or service, transfer of significant risks and
contractual terms. rewards to the customer, acceptance of delivery by the
customer, etc.
Unearned or deferred revenue is recognised when there
is billings in excess of revenues. Export benefits
Contracts are subject to modification to account for Export incentive entitlements are recognized as income
changes in contract specification and requirements. The when the right to receive credit as per the terms of
Group reviews modification to contract in conjunction with the scheme is established in respect of the exports
191
made, and where there is no uncertainty regarding the A property, plant and equipment is eliminated from the
ultimate collection of the relevant export proceeds. Consolidated Financial Statements on disposal or when
no further benefit is expected from its use and disposal.
Other operating income Assets retired from active use and held for disposal are
Service income including job work income is recognized generally stated at the lower of their net book value and
as per the terms of contracts with customers when the net realizable value. Any gain or losses arising disposal
related services are rendered. Income from royalty, of property, plant and equipment is recognized in the
technical know-how arrangements is recognized on Consolidated Statement of Profit and Loss.
an accrual basis in accordance with the terms of the Once classified as held-for-sale, property, plant and
relevant agreement. equipment are no longer depreciated.
Dividend and interest income Gains or losses arising from de-recognition of property,
plant and equipment are measured as the difference
Dividend income is recognized when the right to
between the net disposal proceeds and the carrying
receive the income is established. Income from interest
amount of the asset and are recognized in the
on deposits, loans and interest-bearing securities is
Consolidated Statement of Profit and Loss when the
recognized using the effective interest method.
asset is derecognized.
iii) Property, plant and equipment
The residual values, useful lives and methods of
(b) Recognition and measurement depreciation of property, plant and equipment are
reviewed at each financial year end and adjusted
Item of property, plant and equipment are carried
prospectively, if appropriate.
at cost, which includes capitalized borrowing costs,
less accumulated depreciation and accumulated Advance paid towards the acquisition of fixed assets
impairment losses, if any. are shown under non-current asset and tangible fixed
assets under construction are disclosed as capital work-
Cost of an item of property, plant and equipment includes in-progress. Capital work in progress includes cost of
its purchase price, import duties and non-refundable assets at site, direct and indirect expenditure incidental
purchase taxes, duties or levies, after deducting trade to construction and interest on the funds deployed for
discounts and rebates, any other directly attributable construction.
cost of bringing the asset to its working condition for
its intended use and estimated cost of dismantling and (c) Subsequent costs
removing the items and restoring the site on which it is
Subsequent costs are included in the asset’s
located. The present value of the expected cost for the carrying amount or recognized as a separate asset,
decommissioning of an asset after its use is included as appropriate, only when it is probable that future
in the cost of the respective asset if the recognition economic benefits associated with the item will flow to
criteria for a provision are met. Refer to note 2.A.iv the Group and the cost of the item can be measured
regarding significant accounting judgements, estimates reliably. The carrying amount of any component
and assumptions. accounted for as a separate asset is derecognized
The cost of a self-constructed item of property, plant when replaced. The costs of the day to day servicing
of property, plant and equipment are recognised in the
and equipment comprises the cost of materials and
consolidated statement of profit and loss as incurred.
direct labor, any other costs directly attributable to
bringing the item to working condition for its intended (d) Derecognition
use, and estimated costs of dismantling and removing
the item and restoring the site on which it is located. Gains and losses on disposal of an item of property,
plant and equipment are determined by comparing the
An item of property, plant and equipment and any proceeds from disposal with the carrying amount of
significant part initially recognized is de-recognized property, plant and equipment, and are recognized in
upon disposal or when no future economic benefits the consolidated statement of profit and loss.
are expected from its use or disposal. Any gain or
(e) Depreciation
loss arising on de-recognition of the asset (calculated
as the difference between the net disposal proceeds Depreciation on property, plant and equipment is
and the carrying amount of the asset) is included in the provided on the straight-line method at the rates
Consolidated Statement of Profit and Loss when the reflective of the estimated useful life of the assets
asset is derecognized. estimated by the management.
If significant parts of an item of property, plant and Depreciation on addition to property plant and
equipment have different useful lives, then they are equipment is provided on pro-rata basis from the
accounted for as separate items (major components) of date the assets are ready to use. Depreciation on
property, plant and equipment. sale/deduction from property, plant and equipment is
192
provided upto the date of sale, deduction as the case v) Borrowing Cost
may be.
Borrowing costs that are directly attributable to the
Leasehold Improvements are amortised on the straight- acquisition, construction or development of qualifying
line basis over the lower of primary period of lease. assets are capitalized. Capitalization of borrowing costs
ceases when substantially all the activities necessary
iv) Goodwill and other intangible assets to prepare the qualifying assets for their intended uses
a) Recognition and measurement are complete. Qualifying assets are assets which take a
substantial period of time to get ready for their intended
Intangible assets comprise of goodwill, computer use or sale. Borrowing costs include exchange differences
software, brands/trademarks and technical know- arising from foreign currency borrowings to the extent
how acquired for internal use and are recorded at that they are regarded as an adjustment to interest costs.
the consideration paid for acquisition of such assets Other borrowing costs are recognized as an expense in
are carried at cost less accumulated amortization and
the consolidated statement of profit and loss in the year in
accumulated impairment, if any.
which they are incurred.
Cost of intangible assets under development as at the vi) Inventories
reporting date are disclosed as intangible assets under
development. Inventories are valued at lower of cost and net realizable
value. The basis of determination of cost for various
Goodwill on consolidation represents the excess of categories of inventory is as follows:
purchase consideration over the net book value of
the assets acquired of the subsidiary companies as on Finished goods Material cost plus appropriate
the date of acquisition. Other goodwill represents the share of labour and production
excess of purchase consideration over the fair value of overheads.
net assets/liabilities purchased. Work in progress Material cost plus appropriate
share of the labour and
b) Subsequent costs production overheads depending
upon the stage of completion,
Subsequent costs are included in the asset’s
wherever applicable.
carrying amount or recognized as a separate asset,
as appropriate, only when it is probable that future Tools, moulds and Material cost plus appropriate
economic benefits associated with the item will flow to dies share of the labour and
production overheads,
the Group and the cost of the item can be measured
depending upon the stage of
reliably.
completion and includes excise
c) Derecognition duty, wherever applicable.
vii) Impairment of non-financial assets

Gains and losses on disposal of an item of intangible
assets are determined by comparing the proceeds from The carrying amounts of the Group’s non-financial assets
disposal with the carrying amount of intangible assets are reviewed at each reporting date to determine whether
and are recognized in the consolidated statement of there is any indication of impairment considering the
profit and loss. provisions of Ind AS 36 ‘Impairment of Assets’. If any such
indication exists, then the asset’s recoverable amount is
d) Amortisation
estimated. Goodwill is tested annually for impairment.
The intangible assets (except goodwill on consolidation)
For impairment testing, assets that do not generate
are amortized over a period of five years, which in
independent cash inflows are grouped together into
the management’s view represents the economic
cash-generating units (CGUs). Each CGU represents the
useful life. Amortization expense is charged on a pro-
smallest group of assets that generates cash inflows that
rata basis for assets purchased during the year. The
are largely independent of the cash inflows of other assets
appropriateness of the amortization period and the
or CGUs.
amortization method is reviewed at each financial year-
end. Goodwill on consolidation is tested for impairment Goodwill arising from a business combination is allocated
on an annual basis. to CGUs or groups of CGUs that are expected to benefit
from the synergies of the combination.
A property, plant and equipment and intangible assets is
derecognised on disposal or when no future economic The recoverable amount of an asset or cash-generating unit
benefits are expected from its use and disposal. Losses is the greater of its value in use and its fair value less costs
arising from retirement and gains or losses arising to sell. In assessing value in use, the estimated future cash
from disposal of a tangible asset are measured as the flows are discounted to their present value using a pre-
difference between the net disposal proceeds and the tax discount rate that reflects current market assessments
carrying amount of the asset and are recognised in the of the time value of money and the risks specific to the
consolidated statement of profit and loss. asset. For the purpose of impairment testing, assets that
193
cannot be tested individually are grouped together into x) Employee Benefits

the smallest group of assets that generates cash inflows
Short – term employee benefits
from continuing use that are largely independent of the
cash inflows of other assets or groups of assets (the “cash- All employee benefits payable / available within twelve
generating unit”, or “CGU”). months of rendering the service are classified as short-
term employee benefits. Benefits such as salaries, wages
An impairment loss is recognized if the carrying amount
and bonus etc., are recognized in the consolidated
of an asset or its CGU exceeds its estimated recoverable
statement of profit and loss in the period in which the
amount. Impairment losses are recognized in profit or loss.
employee renders the related service.
Impairment losses recognized in respect of CGUs are
reduced from the carrying amounts of the assets of the CGU. Defined contribution plan:
An impairment loss in respect of goodwill is not Provident fund: Eligible employees of the Indian entities
subsequently reversed. In respect of other assets for which receive benefits from the provident fund, which is a
impairment loss has been recognised in prior periods, the defined contribution plan. Both the employees and the
Group reviews at each reporting date whether there is any Indian entity make monthly contributions to the provident
indication that the loss has decreased or no longer exists. fund (with Regional Provident Fund Commissioner) equal
An impairment loss is reversed if there has been a change to specified percentage of the covered employee’s basic
in the estimates used to determine the recoverable salary. The Group has no further obligations under the
amount. An impairment loss is reversed only to the extent plan beyond its monthly contributions.
that the asset’s carrying amount does not exceed the Eligible employees of certain overseas entities receive
carrying amount that would have been determined, net benefits from the social security contribution plans, which
of depreciation or amortization, if no impairment loss had is a defined contribution plan. These entities have no
been recognized. further obligations under the plan beyond its monthly
viii) Research and Development contributions.
Revenue expenditure on research is expensed off under Defined benefit plan:

the respective heads of account in the year in which it is Gratuity: The Indian entities provide for gratuity, a defined
incurred. benefit retirement Plan (the “Gratuity Plan”) covering
Capitalised development expenditure is stated at cost eligible employees. The Plan provides payment to
less accumulated amortisation and impairment losses, if vested employees at retirement, death or termination
any. Property, plant and equipment used for research and of employment, of an amount based on the respective
development are depreciated in accordance with the employee’s salary and the tenure of employment with
Group’s policy as stated above. Expenditure incurred at the Group. Liabilities related to the Gratuity Plan are
development phase, where it is reasonably certain that determined by actuarial valuation as at the balance sheet
outcome of development will be commercially exploited date.
to yield economic benefits to the Group, is considered as Other long-term employee benefit:
an intangible asset and amortized over the estimated life
Compensated absence: Un-availed leaves for the year
of the assets.
are accumulated and allowed to carried over to the next
ix) Government Grant and Subsidies year and are within service period of the employees in
Grants from the government are recognized at their fair accordance with the service rules of the Group. Provision
value where there is a reasonable assurance that the for compensated absence is made by the Indian entities
based on the amount payable as per the above service,
grant will be received, and the Group will comply with all
based on actuarial valuation as at the balance sheet date.
the attached conditions.
Eligible employees of certain overseas entities receive
Government grant relating to income are deferred and vacation pay, being other long term employee benefit.
recognized in the consolidated statement of profit and
Other employee benefit plans:
loss over the period necessary to match them with the
costs that they are intended to compensate and presented Actuarial valuation:
within other income other than export benefits which are
The liability in respect of all defined benefit plans and
accounted for in the year of export based on eligibility and
other long term employee benefit is accrued in the books
there is no uncertainty in receiving the same.
of account on the basis of actuarial valuation carried out
Government grants relating to purchase of property, plant by an independent actuary primarily using the Projected
and equipment are included in non-current liabilities as Unit Credit Method, which recognizes each year of service
deferred income and are credited to the consolidated as giving rise to additional unit of employee benefit
statement of profit and loss on a straight-line basis over entitlement and measure each unit separately to build
the expected lives of the related assets and presented up the final obligation. The obligation is measured at the
within income. present value of estimated future cash flows.
194
The discount rates used for determining the present value how and for what purpose the asset is used is
of obligation under defined benefit plans, is based on the predetermined, the Company has the right to direct
market yields on Government securities as at the Balance the use of the asset if either:
Sheet date, having maturity periods approximating to the
• the Company has the right to operate the asset; or
terms of related obligations.
• the Company designed the asset in a way that
Actuarial gains and losses are recognized immediately
predetermines how and for what purpose it will be
in the Consolidated Statement of profit and loss. Gains
used
or losses on the curtailment or settlement of any defined
benefit plan are recognized when the curtailment or An entity shall reassess whether a contract is, or contains,
settlement occurs. a lease only if the terms and conditions of the contract are
changed.
Remeasurement gains and losses arising from experience
adjustments and changes in actuarial assumptions are This policy is applicable to contracts entered into, or
recognised in the period in which they occur, directly in changed, on or after 1 April 2019.
other comprehensive income. They are included in ‘other
At inception or on reassessment of a contract that
equity’ in the consolidated statement of Changes in Equity
contains a lease component, the Company allocates the
and in the consolidated Balance Sheet.
consideration in the contract to each lease component on
xi) Accounting for warranty the basis of their relative stand-alone prices.
Warranty costs are estimated by the Group on the basis Company as lessee
of technical evaluation and past experience of costs.
The Company accounts for assets taken under lease
Provision is made for the estimated liability in respect of
arrangement in the following manner:
warranty costs in the year of recognition of revenue and
is included in the consolidated statement of profit and The Company recognises a right-of-use asset and a lease
loss. The estimates used for accounting for warranty costs liability at the lease commencement date. The right of use
are reviewed periodically and revisions are made, as and asset is initially measured at cost, which comprises the
when required. initial amount of the lease liability adjusted for any lease
payments made at or before the commencement date,
xii) Leases
plus any initial direct costs incurred and an estimate of
Effective 1 April 2019, the Company has applied Ind AS costs to dismantle and remove the underlying asset or
116 using modified retrospective approach and therefore to restore the underlying asset or the site on which it is
the comparative information has not been restated and located, less any lease incentive received.
continues to be reported under Ind AS 17. The details
The right of use asset is subsequently depreciated using
of accounting policies under Ind AS 17 are disclosed
the straight-line method from the commencement date
separately if they are different from those under Ind AS 116
to the end of the lease term. The estimated useful lives
and the impact of changes is disclosed a note below.
of right-of-use assets are determined on the basis of
Policy applicable from 1 April 2019 remaining lease term. In addition, the right-of-use asset
is periodically reduced by impairment losses, if any, and
At inception of a contract, the Company assesses whether
adjusted for certain remeasurements of the lease liability.
a contract is, or contains, a lease. A contract is, or contains,
a lease if the contract conveys the right to control the use The lease liability is initially measured at the present
of an identified asset for a period of time in exchange for value of the lease payments that are not paid at the
consideration. To assess whether a contract conveys the commencement date, discounted using the Company's
right to control the use of an identified asset, the Company incremental borrowing rate.
assess whether:
Lease payments included in the measurement of the
the contract involves the use of an identified asset - this may lease liability comprise the fixed payments, including in-
be specified explicitly or implicitly and should be physically substance fixed payments.
distinct or represent substantially all of the capacity of a
The lease liability is measured at amortised cost using the
physically distinct asset. If the supplier has a substantive
effective interest method. It is remeasured when there is
substitution right, then the asset is not identified;
a change in future lease payments arising from a change
the Company has the right to obtain substantially all of in an index or rate, if there is a change in Company's
the economic benefits from use of the asset through the estimate of the amount expected to be payable under
period of use; and a residual value guarantee, or if the Company changes
its assessment of whether it will exercise a purchase,
- the Company has the right to direct the use of
extension or termination option.
the asset. The Company has this right when it has
the decision- making rights that are most relevant When the lease liability is remeasured in this way, a
to changing how and for what purpose the asset corresponding adjustment is made to the carrying amount
is used. In rare cases, where the decision about of the right-of-use asset or is recorded in profit or loss if
195
the carrying amount of the right-of-use asset has been profit and loss except to the extent that it relates to items
reduced to zero. recognised directly in equity.
Short-term leases and leases of low-value assets a. Current tax
The Company has elected not to recognise right-of use Current tax comprises the expected tax payable or
assets and lease liabilities for short term leases that have receivable on the taxable income or loss for the year
a lease term of 12 months or less and leases of low value and any adjustment to the tax payable or receivable
assets. The Company recognises the lease payments in respect of previous years. The amount of current
associated with these leases as an expense on a straight- tax reflects the best estimate of the tax amount
line basis over the lease term. expected to be paid or received after considering
the uncertainty, if any, related to income taxes.
Policy applicable before 1 April 2019
Current income tax assets and liabilities are
In the comparative period, a lease arrangement is measured at the amount expected to be recovered
classified as either a finance lease or an operating lease, from or paid to the taxation authorities. The tax rates
based on the substance of the lease arrangement. and tax laws used to compute the amount are those
Finance leases that are enacted or substantively enacted, at the
reporting date.
Assets held under finance lease are initially recognised as
assets at the fair value at the inception of lease or at the Current income tax relating to items recognized
present value of the minimum lease payments, whichever outside profit or loss is recognized outside profit
is lower. Lease payments are apportioned between or loss (either in other comprehensive income
finance charges and reduction of the lease liability so as or in equity). Current tax items are recognized in
to achieve a constant rate of interest on the remaining correlation to the underlying transaction either in
balance of the liability. Finance charges are recognised in OCI or directly in equity. Management periodically
finance costs in the statement of profit and loss, unless evaluates positions taken in the tax returns with
they are directly attributable to qualifying assets, in respect to situations in which applicable tax
which case they are capitalized in accordance with the regulations are subject to interpretation and
Company's general policy on the borrowing cost. establishes provisions where appropriate.
Current tax assets and current tax liabilities are
A leased asset is depreciated over the useful life of the
offset only if there is a legally enforceable right to
asset. However, if there is no reasonable certainty that the
set off the recognized amounts, and it is intended to
Company will obtain ownership by the end of the lease
realise the asset and settle the liability on a net basis
term, the asset is depreciated over the shorter of the
or simultaneously.
estimated useful life of the asset and the lease term.
b. Deferred tax
Operating leases
Deferred tax is recognized in respect of temporary
Lease rental expenses from operating leases is generally
differences between the carrying amounts of assets
recognised on a straight-line basis over the term of the
and liabilities for financial reporting purposes and
relevant lease. Where the rentals are structured solely
the amounts used for taxation purposes.
to increase in line with expected general inflation to
compensate for the lessor's expected inflationary cost Deferred tax liabilities are recognised for all
increases, such increases are recognised in the year in taxable temporary differences. Deferred tax assets
which such benefits accrue. Contingent rentals arising are recognised for unused tax losses, unused tax
under operating leases are recognised as an expense in credits and deductible temporary differences to
the period in which they are incurred. the extent that it is probable that future taxable
profits will be available against which they can
xiii) Investments
be used. Deferred tax assets unrecognised or
Investments that are readily realisable and intended to be recognised, are reviewed at each reporting date
held for not more than a year from the date of acquisition and are recognised / reduced to the extent that it
are classified as current investments. All other investments is probable / no longer probable respectively that
are classified as noncurrent investments. However, that the related tax benefit will be realised. Significant
part of long-term investments which is expected to be management judgement is required to determine
realised within 12 months after the reporting date is also the probability of deferred tax asset. Deferred tax
presented under ‘current assets’ as “current portion of is measured at the tax rates that are expected
long-term investments” in consonance with the current/ to apply to the period when the asset is realised
non-current classification scheme. or liability is settled, based on the laws that have
been enacted or substantively enacted by the
xiv) Income taxes
reporting date. The measurement of deferred tax
Income Income tax expense comprises current and reflects the tax consequences that would follow
deferred tax. It is recognised in consolidated statement of from the manner in which the Group expects, at
196
the reporting date, to recover or settle the carrying reviewed at each Balance Sheet date and adjusted to
amount of its assets and liabilities. reflect current management estimates.
Minimum Alternative Tax (“MAT”) credit entitlement Contingent liabilities are disclosed in respect of possible
under the provisions of the Income-tax Act, 1961 obligations that have arisen from past events and
is recognised as a deferred tax asset when it is the existence of which will be confirmed only by the
probable that future economic benefit associated occurrence or non-occurrence of future events not wholly
with it in the form of adjustment of future income within the control of the Group. When there is a possible
tax liability, will flow to the Group and the asset obligation or a present obligation in respect of which the
can be measured reliably. MAT credit entitlement likelihood of outflow of resources is remote, no provision
is set off to the extent allowed in the year in which or disclosure is made.
the Group becomes liable to pay income taxes at Provision for onerous contracts, i.e. contracts where the
the enacted tax rates. MAT credit entitlement is expected unavoidable costs of meeting the obligations
reviewed at each reporting date and is recognised under the contract exceed the economic benefits
to the extent that is probable that future taxable expected to be received under it, are recognized when
profits will be available against which they can be it is probable that an outflow of resources embodying
used. MAT credit entitlement has been presented economic benefits will be required to settle a present
as deferred tax asset in consolidated balance sheet. obligation as a result of an obligating event, based on a
Significant management judgement is required to reliable estimate of such obligation.
determine the probability of recognition of MAT
The Group does not recognise assets which are of
credit entitlement.
contingent nature until there is virtual certainty of
Deferred tax assets and liabilities are offset only realisability of such assets. However, subsequently, if
if there is a legally enforceable right to set off the it becomes virtually certain that an inflow of economic
recognised amounts, and it is intended to realise benefits will arise, asset and related income is recognized
the asset and settle the liability on a net basis or in the consolidated financial statements of the period in
simultaneously. which the change occurs.
xv) Earnings per Share xvii) Cash and cash equivalents
Basic earnings/ (loss) per share are calculated by dividing Cash and cash equivalents comprise cash balances
the net profit or loss for the year attributable to equity on hand, cash balance with bank, and highly liquid
investments with maturity period of three months or less
shareholders by the weighted average number of equity
from the date of investment.
shares outstanding during the year. The weighted average
number of equity shares outstanding during the year is xviii) Financial instruments
adjusted for events of bonus issue and share split. For the
A financial instrument is any contract that gives rise to
purpose of calculating diluted earnings/ (loss) per share,
a financial asset of one entity and a financial liability or
the net profit or loss for the year attributable to equity
equity instrument of another entity.
shareholders and the weighted average number of shares
outstanding during the year are adjusted for the effects of Initial recognition and measurement
all dilutive potential equity shares. The dilutive potential Trade receivables and debt securities issued are initially
equity shares are deemed converted as of the beginning recognised when they are originated. All other financial
of the period, unless they have been issued at a later date. assets and financial liabilities are initially recognised when
The number of shares and potentially dilutive equity shares the Group becomes a party to the contractual provisions
are adjusted retrospectively for all periods presented for of the instrument.
any share splits and bonus shares issues including for A financial asset or financial liability is initially measured
changes effected prior to the approval of the financial at fair value plus, for an item not at fair value through
statements by the Board of Directors. profit and loss (FVTPL), transaction costs that are directly
attributable to its acquisition or issue.
xvi) Provisions, contingent liabilities and contingent assets
Classification and subsequent measurement
A provision is created when there is a present obligation
as a result of a past event and it is more likely than not that Financial assets
there will be an outflow of resources embodying economic On initial recognition, a financial asset is classified as
benefits to settle such obligation and the amount of such measured at
obligation can be reliably estimated. If the effect of the
time value of money is material, provisions are determined - Amortized cost;
by discounting the expected future cash flows at a pre- - Fair Value through Other Comprehensive Income
tax rate that reflects current market assessments of the (‘FVOCI’) – debt instrument;
time value money and risks specific to the liability. When
- FVOCI – equity investment; or
discounting is used, the increase in the provision due to
passage of time is recognised as finance cost. These are - FVTPL
197
Financial assets are not reclassified subsequent to their All financial assets not classified as measured at amortized
initial recognition, except if and in the period the Group cost or FVOCI as described above are measured at
changes its business model for managing financial assets. FVTPL. This includes all derivative financial assets. On
initial recognition, the Group may irrevocably designate a
A financial asset is measured at amortised cost if it meets
financial asset that otherwise meets the requirements to
both of the following conditions and is not designated as
be measured at amortized cost or at FVOCI as at FVTPL if
at FVTPL:
doing so eliminates or significantly reduces an accounting
- the asset is held within a business model whose mismatch that would otherwise arise.
objective is to hold assets to collect contractual cash
Equity investments
flows; and
All equity investments in scope of Ind AS 109 are measured
- the contractual terms of the financial asset give rise on
at fair value. Equity instruments which are held for trading
specified dates to cash flows that are solely payments
and contingent consideration recognised by an acquirer
of principal and interest (SPPI) on the principal amount
in a business combination to which Ind AS 103 applies
outstanding.
are classified as at FVPL. For all other equity instruments,
This category is the most relevant to the Group. After initial the Group may make an irrevocable election to present
measurement, such financial assets are subsequently in other comprehensive income subsequent changes
measured at amortized cost using the effective interest in the fair value. The Group makes such election on an
rate (EIR) method. Amortized cost is calculated by taking instrument by-instrument basis. The classification is made
into account any discount or premium on acquisition and on initial recognition and is irrevocable.
fees or costs that are an integral part of the EIR. The EIR
If the Group decides to classify an equity instrument as
amortisation is included in finance income in the profit or
at FVOCI, then all fair value changes on the instrument,
loss. The losses arising from impairment are recognized in
excluding dividends, are recognised in the OCI. There is no
the profit or loss. This category generally applies to trade
recycling of the amounts from OCI to the Statement of Profit
and other receivables. Group has recognized financial
and Loss, even on sale of investment. However, the Group
assets viz. security deposit, trade receivables, employee
may transfer the cumulative gain or loss within equity.
advances at amortized cost.
Equity instruments included within the FVPL category are
A debt instrument is measured at FVOCI if it meets both
measured at fair value with all changes recognised in the
of the following conditions and is not designated as at
Consolidated Statement of Profit and Loss.
FVTPL:
Investments in joint ventures/ associate
- the asset is held within a business model whose
objective is achieved by both collecting contractual Investments in joint ventures are carried at cost less
cash flows and selling financial assets; and accumulated impairment losses, if any. Where an
indication of impairment exists, the carrying amount of
- the contractual terms of the financial asset give rise on
the investment is assessed and written down immediately
specified dates to cash flows that are solely payments
to its recoverable amount. On disposal of investments
of principal and interest (SPPI) on the principal amount
in joint ventures, the difference between net disposal
outstanding.
proceeds and the carrying amounts are recognized in the
Debt instruments included within the FVTOCI category Consolidated Statement of Profit and Loss.
are measured initially as well as at each reporting date
Financial assets: Business model assessment
at fair value. Fair value movements are recognized in the
other comprehensive income (OCI). However, the Group The Group makes an assessment of the objective of
recognizes interest income, impairment losses & reversals the business model in which a financial asset is held at
and foreign exchange gain or loss in the Statement of Profit a portfolio level because this best reflects the way the
and Loss. On de-recognition of the asset, cumulative gain business is managed, and information is provided to
or loss previously recognized in OCI is re-classified from management. The information considered includes:
the equity to Consolidated Statement of Profit and Loss.
- the stated policies and objectives for the portfolio
Interest earned whilst holding FVTOCI debt instrument is
and the operation of those policies in practice. These
reported as interest income using the EIR method.
include whether management’s strategy focuses on
On initial recognition of an equity investment that is not earning contractual interest income, maintaining a
held for trading, the Group may irrevocably elect to present particular interest rate profile, matching the duration
subsequent changes in the investment’s fair value in OCI of the financial assets to the duration of any related
(designated as FVOCI – equity investment). This election liabilities or expected cash outflows or realising cash
is made on an investment-by-investment basis. flows through the sale of the assets;
198
- how the performance of the portfolio is evaluated and additional compensation for early termination) is treated
reported to the Group’s management; as consistent with this criterion if the fair value of the
prepayment feature is insignificant at initial recognition.
- the risks that affect the performance of the business
model (and the financial assets held within that business Subsequent measurement and gains and losses
model) and how those risks are managed;
Financial assets at These assets are subsequently
- how managers of the business are compensated – FVTPL measured at fair value. Net
e.g. whether compensation is based on the fair value gains and losses, including any
of the assets managed or the contractual cash flows interest or dividend income,
collected; and are recognized in profit or
- the frequency, volume and timing of sales of financial loss. However, see Note 2.46
for derivatives designated as
assets in prior periods, the reasons for such sales and
hedging instruments.
expectations about future sales activity.
Financial assets at These assets are subsequently
Transfers of financial assets to third parties in transactions amortised cost measured at amortised cost using
that do not qualify for derecognition are not considered the effective interest method.
sales for this purpose, consistent with the Group’s The amortised cost is reduced
continuing recognition of the assets. by impairment losses. Interest
Financial Assets: Assessment whether contractual cash income, foreign exchange gains
and losses and impairment are
flows are solely payments of principal and interest.
recognised in profit or loss. Any
For the purposes of this assessment, ‘principal’ is defined gain or loss on derecognition is
as the fair value of the financial asset on initial recognition. recognised in profit or loss.
‘Interest’ is defined as consideration for the time value of Debt investment at These assets are subsequently
money and for the credit risk associated with the principal FVOCI measured at fair value. Interest
amount outstanding during a particular period of time and income under the effective
for other basic lending risks and costs (e.g. liquidity risk interest method, foreign
and administrative costs), as well as a profit margin. exchange gains and losses and
impairment are recognized in
In assessing whether the contractual cash flows are
profit or loss. Other net gains and
solely payments of principal and interest, the Group
losses are recognized in OCI.
considers the contractual terms of the instrument. This
On derecognition, gains and
includes assessing whether the financial asset contains a losses accumulated in OCI are
contractual term that could change the timing or amount reclassified to profit or loss.
of contractual cash flows such that it would not meet this
Equity investment These assets are subsequently
condition. In making this assessment, the Group considers:
at FVOCI measured at fair value. Dividends
- contingent events that would change the amount or are recognized as income in
timing of cash flows; profit or loss unless the dividend
clearly represents a recovery of
- terms that may adjust the contractual coupon rate,
part of the cost of the investment.
including variable interest rate features; Other net gains and losses are
- prepayment and extension features; and recognized in OCI and are not
reclassified to profit or loss.
- terms that limit the Group’s claim to cash flows from
specified assets (e.g. non recourse features). Financial liabilities: Classification, subsequent
measurement and gains and losses
A prepayment feature is consistent with the solely payments
of principal and interest criterion if the prepayment amount Financial liabilities are classified as measured at amortised
substantially represents unpaid amounts of principal and cost or FVTPL. A financial liability is classified as at FVTPL
interest on the principal amount outstanding, which may if it is classified as held for trading, or it is a derivative or
include reasonable additional compensation for early it is designated as such on initial recognition. Financial
termination of the contract. Additionally, for a financial liabilities at FVTPL are measured at fair value and net gains
asset acquired at a significant discount or premium to its and losses, including any interest expense, are recognised
contractual par amount, a feature that permits or requires in profit or loss. Other financial liabilities are subsequently
prepayment at an amount that substantially represents measured at amortised cost using the effective interest
the contractual par amount plus accrued (but unpaid) method. Interest expense and foreign exchange gains and
contractual interest (which may also include reasonable losses are recognised in profit or loss.
199
Derecognition is initially recognised at the fair value of a similar liability

that does not have an equity conversion option. The equity
Financial Assets
component is initially recognised at the difference between
The Group derecognises a financial asset when the the fair value of the compound financial instrument as a
contractual rights to the cash flows from the financial asset whole and the fair value of the liability component. Any
expire, or it transfers the rights to receive the contractual directly attributable transaction costs are allocated to the
cash flows in a transaction in which substantially all of liability and equity components in proportion to their initial
the risks and rewards of ownership of the financial asset carrying amounts.
are transferred or in which the Group neither transfers
Subsequent to initial recognition, the liability component
nor retains substantially all of the risks and rewards of
of a compound financial instrument is measured at
ownership and does not retain control of the financial
amortised cost using the effective interest method. The
asset.
equity component of convertible preference shares is not
If the Group enters into transactions whereby it transfers remeasured subsequently.
assets recognised on its balance sheet but retains
Interest related to the liability component is recognised in
either all or substantially all of the risks and rewards of
Consolidated Statement of Profit and Loss. On conversion,
the transferred assets, the transferred assets are not
the liability component is reclassified to equity and no gain
derecognized.
or loss is recognised.
Impairment of financial assets
The Group derecognizes a financial liability when its
The Group recognizes loss allowances for expected credit
contractual obligations are discharged or cancelled or
losses on:
expire. The Group also derecognizes a financial liability
when its terms are modified and the cash flows under - Financial assets measured at amortized cost; and
the modified terms are substantially different. In this case,
- Financial assets measured at FVOCI – debt instruments.
a new financial liability based on the modified terms is
recognized at fair value. The difference between the At each reporting date, the Group assesses whether
carrying amount of the financial liability extinguished and financial assets carried at amortized cost and debt
the new financial liability with modified terms is recognized instruments at FVOCI are credit impaired. A financial asset
in profit or loss. is ‘credit-impaired’ when one or more events that have a
detrimental impact on the estimated future cash flows of
Offsetting
the financial asset have occurred.
Financial assets and financial liabilities are offset and the
Evidence that a financial asset is credit – impaired includes
net amount presented in the balance sheet when, and
the following observable data:
only when, the Group currently has a legally enforceable
right to set off the amounts and it intends either to settle For recognition of impairment loss on financial assets and
them on a net basis or to realise the asset and settle the risk exposure, the Group determines that whether there
liability simultaneously. has been a significant increase in the credit risk since initial
recognition. If credit risk has not increased significantly,
Derivative financial instruments and hedge accounting
12-month ECL is used to provide for impairment loss.
The Company uses derivative instruments such as foreign However, if credit risk has increased significantly, lifetime
exchange forward contracts and currency swaps to ECL is used. If, in a subsequent period, credit quality of
hedge its foreign currency and interest rate risk exposure. the instrument improves such that there is no longer a
Embedded derivatives are separated from the host significant increase in credit risk since initial recognition,
contract and accounted for separately if the host contract then the entity reverts to recognizing impairment loss
is not a financial asset and certain criteria are met. allowance based on 12-month ECL.
Derivatives are initially measured at fair value. Subsequent Measurement of expected credit losses
to initial recognition, derivatives are measured at fair value
Expected credit losses are a probability-weighted estimate
and changes therein are generally recognized in profit
of credit losses. Credit losses are measured as the present
and loss.
value of all cash shortfalls (i.e. the difference between
Compound financial instruments - convertible preference the cash flows due to the Group in accordance with the
shares contract and the cash flows that the Group expects to
receive).
Compound financial instruments issued by the Group
comprise of convertible preference shares that can be Presentation of allowance for expected credit losses in
converted to equity shares of the Group. Convertible the balance sheet
preference shares are bifurcated into liability and equity
Loss allowance for financial assets measured at amortized
components based on the terms of the contract.
cost are deducted from the gross carrying amount of the
The liability component of convertible preference shares assets. For debt securities at FVOCI, the loss allowance is
200
charged to the Consolidated Statement of the Profit and in rare cases when the expected life of the financial
Loss and is recognized in OCI. instrument cannot be estimated reliably, then the entity
is required to use the remaining contractual term of the
Write-off
financial instrument
The gross carrying amount of a financial asset is written
• Cash flows from the sale of collateral held or other credit
off (either partially or in full) to the extent that there is no
enhancements that are integral to the contractual terms
realistic prospect of recovery. This is generally the case
when the Group determines that the debtor does not have ECL impairment loss allowance (or reversal) recognized
assets or sources of income that could generate sufficient during the period is recognized as income/ expense
cash flows to repay the amounts subject to the write- off. in the Consolidated Statement of Profit and Loss. This
However, financial assets that are written off could still be amount is reflected under the head ‘other expenses’ in the
subject to enforcement activities in order to comply with Consolidated Statement of Profit and Loss. The balance
Group’s procedures for the recovery of amount due. sheet presentation for various financial instruments is
described below:
In accordance with Ind AS 109, the Group applies
expected credit loss (ECL) model for the measurement and • Financial assets measured as at amortized cost and
recognition of impairment loss on the following financial contractual revenue receivables: ECL is presented as an
assets and credit risk exposure: allowance, i.e., as an integral part of the measurement
of those assets in the balance sheet. The allowance
a. Financial assets that are debt instruments, and
reduces the net carrying amount. Until the asset meets
are measured at amortized cost e.g., deposits and
write-off criteria, the Group does not reduce impairment
advances
allowance from the gross carrying amount.
b. Trade receivables that result from transactions that are
• Loan commitments and financial guarantee contracts:
within the scope of Ind AS 115
ECL is presented as a provision in the balance sheet,
c. Financial guarantee contracts which are not measured i.e. as a liability.
as at FVTPL.
For assessing increase in credit risk and impairment loss,
The Group follows ‘simplified approach’ for recognition of the Group combines financial instruments on the basis
impairment loss allowance on Trade receivables. of shared credit risk characteristics with the objective of
facilitating an analysis that is designed to enable significant
The application of simplified approach does not require the
increases in credit risk to be identified on a timely basis.
Group to track changes in credit risk. Rather, it recognizes
impairment loss allowance based on lifetime ECLs at each The Group does not have any purchased or originated
reporting date, right from its initial recognition. credit impaired (POCI) financial assets, i.e., financial assets
which are credit impaired on purchase/ origination.
For recognition of impairment loss on other financial
assets and risk exposure, the Group determines that xix) Employee stock option schemes
whether there has been a significant increase in the
The Group has adopted the policy to account for Employees
credit risk since initial recognition. If credit risk has not
Welfare Trust as a legal entity separate from the Group but
increased significantly, 12-month ECL is used to provide
as a subsidiary of the Group. Any loan from the Group to
for impairment loss. However, if credit risk has increased
the trust is accounted for as a loan in accordance with its
significantly, lifetime ECL is used. If, in a subsequent
term. The cost is calculated based on the fair value method
period, credit quality of the instrument improves such that
i.e. the excess of fair value of underlying equity shares as
there is no longer a significant increase in credit risk since
of the date of the grant of options over the exercise price
initial recognition, then the entity reverts to recognising
of such options is regarded as employee compensation
impairment loss allowance based on 12-month ECL.
and in respect of the number of options that are expected
Lifetime ECL are the expected credit losses resulting to ultimately vest, such cost is recognised on a straight
from all possible default events over the expected life of line basis over the period over which the employees
a financial instrument. The 12-month ECL is a portion of would become unconditionally entitled to apply for the
the lifetime ECL which results from default events that are shares. The grant date fair value of options granted to
possible within 12 months after the reporting date. employees of the Group is recognized as an employee
expense, and those granted to employees of subsidiaries
ECL is the difference between all contractual cash flows that
is considered as the Group’s equity contribution and is
are due to the Group in accordance with the contract and all
added to the carrying value of investment in the respective
the cash flows that the entity expects to receive (i.e., all cash
subsidiaries, with a corresponding increase in share option
shortfalls), discounted at the original EIR. When estimating
outstanding account, over the period that the employees
the cash flows, an entity is required to consider:
become unconditionally entitled to the options. The cost
• All contractual terms of the financial instrument (including recognised at any date at least equals the fair value of
prepayment, extension, call and similar options) over the vested portion of the option at that date. Adjustment, if
the expected life of the financial instrument. However, any, for difference in initial estimate for number of options
201
that are expected to ultimately vest and related actual payment to its employees. The Company uses ESOP trust
experience is recognised in the Statement of Profit and as a vehicle for transferring shares to employees under
Loss of that period. In respect of vested options expire the employee remuneration schemes. ESOP Trust buys
unexercised, the related cumulative cost is credited to the shares of the Company, for giving shares to the Company's
General Reserve. Note – 2.42. employees as part of ESOP scheme. The shares held by
ESOP Trust are treated as treasury shares.
The expense is recorded for each separately vesting
portion of the award as if the award was, in substance, Own equity instruments (treasury shares) are recognized
multiple awards. The increase in equity recognized in at cost and deducted from equity. No gain or loss is
connection with share-based payment transaction is recognized In Statement of Profit and Loss on the
presented as a separate component in equity under purchase, sale, issue or cancellation of the Company's own
“employee stock option outstanding account”. The amount equity instruments. Any difference between the carrying
recognized as an expense is adjusted to reflect the actual amount and the consideration is recognized in reserves.
number of stock options that vest. For the option awards, Share options exercised during the year are satisfied with
grant date fair value is determined under the option- treasury shares.
pricing model (Black Scholes Merton). Corresponding
xxi) Exceptional items
balance of a share-based payment reserve is transferred
to general reserve upon expiry of grants or upon exercise When an item of income or expense within Statement of
of stock options by an employee, as the Group is operating profit and loss from ordinary activity is of such size, nature
the Employee Stock Option schemes through Minda or incidence that their disclosure is relevant to explain the
Corporation Limited Employee Stock Option Scheme performance of the Company for the year, the nature and
Trust, which has purchased share from the Group. amount of such items is disclosed as exceptional items.
xx) Treasury shares F. Recent accounting pronouncements
The Company has created an Employee Stock Option Plan Ministry of Corporate Affairs ("MCA") notifies new standard
Trust (‘Minda Corporation Limited Employee Stock Option or amendments to the existing standards. There is no such
Scheme Trust’ or ‘ESOP trust’) for providing share-based notification which would have been applicable from 1 April
2020.
202
2.1 Property, plant and equipment (` in million)
Gross block
Balance as at Additions Reclassified Disposals Fair Valuation Translation Reclassified Balance as at
1 April 2019 on account of (gain)/ loss * Adjustment as current 31 March
adoption of 2020
Ind AS 116
(a) (b) (c) (d) (e) (f) (g) (h) = (a+b-c-
d-e-f-g)
Freehold land 144 4 - - (118) 3 125 138
Leasehold land 285 - 285 - - - - -
Buildings 1,328 43 - 5 (674) (77) 984 1,133
Leasehold improvements 165 27 - - 49 (5) 8 140
Plant and equipment 4,851 1,208 - 20 298 (254) 1,379 4,616
Furniture and fixtures 140 21 - 2 - 9 5 145
Vehicles 214 29 - 39 (1) - 1 204
Office equipment 278 33 - 6 83 (18) 81 159
Computer hardware 140 10 - 7 2 (1) 11 131
Land 384 - - - 384 - - -
Plant and equipment 223 - 223 - - - - -
Office equipment 12 - 12 - - - - -
Total (A) 8,164 1,375 520 79 23 (343) 2,594 6,666
Capital work-in-progress 210 849 - 769 4 1 1 284
Total (B) 210 849 - 769 4 1 1 284
Total (A+B) 8,374 2,224 520 848 27 (342) 2,595 6,950
* Also refer note 2.46, Group has recorded impairment loss pursuant to filing of insolvency by one of the subsidiary (including its step down subsidiaries) of the Group. The subsidiary is
considered as a separate Cash Generating Unit.
(` in million)
Accumulated depreciation Net block
Balance as at Depreciation Reclassified On Translation Reclassified Balance Balance
1 April 2019 on account of disposals Adjustment as current as at Reclassified as at
adoption of 31 March as current 31 March
Ind AS 116 2020 2020
(i) ( j) (k) (l) (m) (n) (o) = (i-j-k-l- (p) = (g-n) (q) = (h-o)
m-n)
CORPORATE OVERVIEW
Freehold land - - - - - - - 125 138

Leasehold land 15 - 9 - 6 - - - -
Buildings 206 84 - 3 (22) 129 180 855 953
Leasehold improvements 38 16 - - (1) 8 47 - 92
Plant and equipment 1,424 613 - 16 (91) 631 1,481 748 3,135
Furniture and fixtures 52 18 - 2 - 5 63 - 82
Vehicles 67 48 - 13 - 1 100 - 105
Office equipment 129 38 - 5 (13) 81 93 - 65
Computer hardware 85 26 - 6 (1) 11 95 - 36
mANAGEMENT REPORTS
Assets under finance lease - -

Plant and equipment 24 - 24 - - - - - -
Office equipment 7 - 7 - - - - - -
Total (A) 2,047 843 40 45 (121) 866 2,060 1,728 4,606
Notes :-
(i) Refer to note 2.18 and 2.23 for information on Property , plant and equipment pledged as security by the Company.
203
(` in million)
204
Balance Additions Disposals Translation Balance Balance On Translation Balance Balance
as at Adjustment as at as at Depreciation disposals Adjustment as at as at
1 April 31 March 1 April 31 March 31 March
2018 2019 2018 2019 2019
(a) (b) (c) (d) (e) = (a+b- (f) (g) (h) (i) ( j) = (f+g-h-i) (k) = (e-j)
c-d)
Freehold land 125 19 - - 144 - - - - - 144
Leasehold land 257 21 - (7) 285 7 4 - (4) 15 270
Buildings 1,268 24 4 (39) 1,328 111 68 4 (31) 206 1,122
Leasehold improvements 153 14 - 2 165 25 13 - - 38 127

Plant and equipment 3,931 903 55 (72) 4,851 845 584 49 (44) 1,424 3,427
Furniture and fixtures 128 11 4 (5) 140 33 18 4 (5) 52 88
Vehicles 188 49 29 (6) 214 29 44 11 (5) 67 147
Office equipment 239 42 5 (2) 278 93 40 5 (1) 129 149
Computer hardware 114 23 9 (12) 140 50 30 7 (12) 85 55
Assets under finance lease -
Land 399 - - 15 384 - - - - - 384
Plant and equipment 293 10 - 80 223 34 17 - 27 24 199
Office equipment 16 - - 4 12 6 1 - - 7 5
Total (A) 7,111 1,116 106 (42) 8,164 1,233 819 80 (75) 2,047 6,117
Capital work-in-progress 161 170 120 1 210 - - - - - 210
Total (B) 161 170 120 1 210 - - - - - 210
Total (A+B) 7,272 1,287 226 (41) 8,374 1,233 819 80 (75) 2,047 6,327
2.1.1 Right of Use Assets
(` in million)
Gross block
Transition Additions Reclassified Disposals Fair Valuation Translation Reclassified Balance as at
impact of Ind on account of (gain)/ loss* Adjustment as current 31 March 2020
AS 116 adoption of Ind
AS 116
(a) (b) (c) (d) (e) (f) (g) (h) =(a+b+c-d-
e-f-g)
Leasehold land 3 3 285 - - - - 291
Building 758 37 - 7 156 - 66 566
Plant and equipment 168 - 223 14 110 (2) 263 6
Office equipment - - 12 - 4 - 8 -
Total 929 40 520 21 270 (2) 337 863
(` in million)
Accumulated depreciation Net block

Depreciation Reclassified On disposals Translation Reclassified Balance as at Reclassified Balance as at
on account of Adjustment as current 31 March 2020 as current 31 March 2020
adoption of Ind
AS 116
(i) ( j) (k) (l) (m) (n) = (i+j-k-l-m) (o) = (g-m) (p) = (h-n)
Leasehold land 7 9 - - - 16 - 275
Building 224 - - - 66 158 - 408
Plant and equipment 43 24 1 (1) 64 3 199 3
Office equipment - 7 - - 7 - 1 -
Total 274 40 1 (1) 137 177 200 686
CORPORATE OVERVIEW
2.2 and 2.3 Goodwill and Intangible Assets

(` in million)
Balance Additions Disposals Translation Impairment* Balance as at Balance Impairment On disposals Translation Balance as at Balance as at
as at Adjustment 31 March as at for the year Adjustment 31 March 31 March
1 April 2019 2020 1 April 2019 2020 2020
(a) (b) (c) (d) (e) (f) = (a+b-c- (g) (h) (i) ( j) (k) = (g+h-i-j) (l) = (f-k)
d-e)
Goodwill on 1,010 - - - 711 299 - - - - - 299
mANAGEMENT REPORTS
consolidation
Total (A) 1,010 - - - 711 299 - - - - - 299
(` in million)
205
206
Balance Additions Reclassified Disposals Translation Impairment* Balance Balance Amortisation Reclassified On Translation Balance Balance
as at on account Adjustment as at as at for the year on account disposals Adjustment as at as at
1 April of adoption 31 March 1 April of adoption 31 March 31 March
2019 of Ind AS 2020 2019 of Ind AS 2020 2020
116 116
(a) (b) (c) (d) (e) (f) (g) = (a+b- (h) (i) ( j) (k) (l) (m) = (n) =
c-d-e-f) (h+i-j-k-l) (g-m)
Other goodwill 2 - - - - - 2 - - - - - - 2
Brands/trademarks 136 - - - - - 136 67 24 - - - 91 45

Computer software 187 27 - 5 13 30 166 72 38 - 1 4 105 61
Technical knowhow 17 - - - - - 17 15 - - - - 15 2
Assets under finance
lease
Software Installation 4 - - 4 - - - 3 - - 3 - - -
Total (B) 346 27 - 9 13 30 321 157 62 - 4 3 212 110

Total (A+B) 1,356 27 - 9 13 741 619 157 62 - 4 3 212 409
Impairment testing of goodwill

For the purposes of impairment testing, goodwill is allocated to the Cash Generating Unit (CGU) which represents the lowest level at which the goodwill is monitored for internal
management reporting purposes.
The recoverable amount of the cash generating unit was based on its value in use. The value in use of this unit was determined to be higher than the carrying amount and an analysis of
the calculation's sensitivity towards change in key assumptions did not identify any probable scenarios where the CGU recoverable amount would fall below their carry amount.
Value in use was determined by discounting the future cash flows generated from the continuing use of the CGU. The calculation was based on the following key assumptions:
i. The anticipated annual revenue growth and margin included in the cash flow projections are based on past experience, actual operating results and the 5-year business plan in all
periods presented.
ii. The terminal growth rate ranges from 4% to 5% representing management view on the future long-term growth rate.
iii. Discount rate ranging from 11% to 14% for all periods presented was applied in determining the recoverable amount of the CGU. The discount rate was estimated based on past
experience and companies average weighted average cost of capital.
The values assigned to the key assumptions represent the management's assessment of future trends in the industry and based on both internal and external sources.
(` in million)
Balance Additions Disposals Translation Balance as at Balance Impairment On Translation Balance as at Balance as at
as at Adjustment 31 March as at for the year disposals Adjustment 31 March 31 March
1 April 2018 2019 1 April 2018 2019 2019
(a) (b) (c) (d) (e) = (a+b-c-d) (f) (g) (h) (i) ( j) = (f+g-h-i) (k) = (e-j)
Goodwill on consolidation 1,010 - - - 1,010 - - - - - 1,010
Total (A) 1,010 - - - 1,010 - - - - - 1,010
(` in million)
Balance Additions Disposals Translation Balance as at Balance Amortisation On Translation Balance as at Balance as at
as at Adjustment 31 March as at for the year disposals Adjustment 31 March 31 March
1 April 2018 2019 1 April 2018 2019 2019
(a) (b) (c) (d) (e) = (a+b-c-d) (f) (g) (h) (i) ( j) = (f+g-h-i) (k) = (e-j)
Other goodwill 2 - - - 2 - - - - - 2
Brands/trademarks 136 - - - 136 39 24 - (4) 67 69
Computer software 179 12 6 (2) 187 54 24 6 - 72 115
Technical knowhow - 17 - - 17 - 15 - - 15 2
Assets under finance lease -
Software Installation 4 - - - 4 2 1 - - 3 1
Total (B) 321 29 6 (2) 346 95 64 6 (4) 157 189
Total (A+B) 1,331 29 6 (2) 1,356 95 64 6 (4) 157 1,199
CORPORATE OVERVIEW
mANAGEMENT REPORTS
207
2.4 Investments
(` in million)
31 March 2020 31 March 2019
Investment in Preference Shares
520,000 (31 March 2019: 520,000) 0.001% Cumulative redeemable 14 13
preference shares of ` 100 each in Minda Capital Private Limited
Investment in equity instruments of equity investee
Interest in joint ventures
21,332,700 (31 March 2019: 21,332,700) equity shares of ` 10 each fully paid 446 478
up in Minda Vast Access Systems Private Limited
6,069,000 (31 March 2019: 6,069,000) equity shares of ` 10 each fully paid 1,119 1,015
up in Minda Stoneridge Instruments Limited
Interest in associate
29,375,000 (31 March 2019: 29,375,000) equity shares of ` 10 each fully 182 144
paid up in Furukawa Minda Electric Private Limited (formerly known as
Minda Furukawa Electric Private Limited)*
1,761 1,650
* Refer note 2.41
(` in million)
31 March 2020 31 March 2019
Aggregate amount of unquoted investments 1,761 1,650
Aggregate amount of quoted investments and market value thereof - -
Aggregate amount of impairment in value of investments - -
2.5 Loans
(` in million)
31 March 2020 31 March 2019
- Non Current
(unsecured, considered good)
Security deposits to related parties (refer note 2.39) 39 34
115 121
(` in million)
31 March 2020 31 March 2019
- Non Current
Balances with banks
- Deposits due to mature after 12 months from the reporting date* 1 141
Others 1 382
2 523
* ` Nil ( 31 March 2019: ` 1 million) is held as margin money against letter of credit and bank guarantees.
208
2.7 Income tax assets

(` in million)
31 March 2020 31 March 2019
Advance income tax (net of provision) 27 67
27 67
2.8 Other non-current assets
(` in million)
31 March 2020 31 March 2019
Capital advances 100 32
Others 18 -
120 40
2.9 Inventories
(Valued at lower of cost or net realisable value)
(` in million)
31 March 2020 31 March 2019
Raw Material (including packing materials, tools and dies) 1,954 1,606
Add: Material-in-transit 204 2,158 82 1,688
Work-in-progress 797 1,731
Finished goods and stock in trade 759 665
Add: Goods-in-transit 183 942 336 1,001
Stores and spares 52 44
3,949 4,464
Refer to note 2.18 and 2.23 for information on inventories pledged as security.
2.10 Trade receivables

(` in million)
31 March 2020 31 March 2019
Unsecured
- Considered good 3,794 5,344
- Considered doubtful 21 26
Less: Provision for expected credit loss (21) (26)
Receivable from related parties (refer note 2.39) 104 120
3,898 5,464
Refer to note 2.18 and 2.23 for information on trade receivables pledged as security.
2.11 Cash and cash equivalents
(` in million)
31 March 2020 31 March 2019
Cash and cash equivalents
Cash on hand 4 3
Cheques, drafts on hand - -
Balance with banks
- Deposits with original maturity of 3 months or less 188 42
- On current accounts 733 247
- Other bank balance 22 11
947 303
209
2.12 Other bank balances

(` in million)
31 March 2020 31 March 2019
Deposits due to mature within 12 months of the reporting date* 3,777 3,227
3,777 3,227
*Deposits include ` 2 million (31 March 2019: ` 2 million ) being fixed deposits held as margin money or security against
borrowings, guarantee.
2.13 Loans
(` in million)
31 March 2020 31 March 2019
- Current
Loan to employees - -
Loans to related parties (refer note 2.39) - 3
14 22
(` in million)
31 March 2020 31 March 2019
- Current
Interest accrued on fixed deposits and others 25 199
Unbilled revenue 2 18
Advance to employees (refer 2.14.1 below) 20 22
Others receivable 3 42
50 281
2.14.1 Loans and advances due by officers of the Company
(` in million)
31 March 2020 31 March 2019
Dues from officers of the Company (either severally or jointly) - 1
- 1
2.15 Other current assets

(` in million)
31 March 2020 31 March 2019
Balance with government authorities 213 269
Advances to suppliers 273 216
Export benefit/rebate claims receivables 92 65
Forward cover receivable [net of forward payable of ` 224 million (31 March 2019: 10 20
` 122 million)]
Others 14 42
694 732
210
2.16 Equity share capital

(` in million)
31 March 2020 31 March 2019
2.16.1 Authorised
250,000,000 (31 March 2019: 250,000,000) equity shares of ` 2 each. 500 500
240,000 (31 March 2019: 240,000) 0.001% cumulative redeemable preference 192 192
shares of ` 800 each.
692 692
2.16.2 Issued, subscribed and fully paid up
a) Equity shares of ` 2 each (previous year ` 2 each)
226,515,025 (31 March 2019: 226,233,025) equity shares of ` 2 each* 453 453
453 453
* Excluding shares held by Minda Corporation limited - Employee Stock Option Scheme trust
2.16.3 Reconciliation of share capital outstanding as at the beginning and at the end of the year
(` in million)
As at 31 March 2020 As at 31 March 2019
Number of Amount Number of Amount
shares shares
Balance as at the beginning of the year (face value ` 2 226,233,025 453 207,976,180 416
per share)
Add: Issued during the year (face value ` 2 per share) 282,000 - 17,910,645 36
(refer to note 2.16.8)
Add: Issue of shares under Company's employee share - - 346,200 1
option scheme (face value ` 2 per share) (refer to note
2.42)
Balance as at the end of the year [face value of ` 2 each 226,515,025 453 226,233,025 453
(31 March 2019: ` 2 each)]
Pursuant to the approval of the shareholders on 23 March 2014, the Company had allotted Bonus shares in the ratio of 1:1 and
the nominal value of shares of the Company has been sub-divided from ` 10 (Rupees Ten) per share to ` 2 (Rupees Two) per
share. Consequent to the same, the number of the equity shares of the Company has increased from 20,931,164 equity shares
of ` 10 each to 209,311,640 shares (including shares held by Minda Corporation limited - Employee Stock Option Scheme trust)
of ` 2 each.
2.16.4 Rights, preferences and restrictions attached to each class of shares
The Company has one class of equity shares having a par value of ` 2 per share (31 March 2019 : ` 2 per share). Each
shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval
of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the
equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in
proportion to their shareholding.
b) 0.001% cumulative redeemable preference shares of ` 800 each fully paid up
The Company had 240,000 cumulative redeemable preference shares of ` 800 each. The shares carry right of fixed preferential
dividend at a rate of 0.001%. The holders of these shares do not have the right to vote and are compulsorily redeemable at par
on or before the expiry of 20 years from the date of allotment. The dividend on the shares shall be cumulated and any unpaid
dividend shall be added to the amount payable as dividend in the following year and no dividend can be paid on equity shares
until the entire backlog of unpaid dividends on these shares is cleared. In the event of liquidation, these share holders are
entitled to get their capital after satisfaction of dues for secured creditors, but they get preference over equity share capital.
The shares have been redeemed during the year ended 31 March 2018.
211
2.16.5 Details of shareholder holding more than 5% shares as at year end

Equity shares of ` 2 each fully paid up
Name of shareholders As at 31 March 2020 As at 31 March 2019

(i) Ashok Minda 35.9% 81,466,380 35.9% 81,466,380
(ii) Sarika Minda 14.7% 33,394,900 14.7% 33,394,900
(iii) Minda Capital Private Limited 17.0% 38,581,298 17.0% 38,581,298
153,442,578 153,442,578
2.16.6 Shares allotted as fully paid up by way of bonus shares (during five years immediately the reporting date)
Particulars Years (number and aggregate number of shares)

2019-20 2018-19 2017-18 2016-17 2015-16 2014-15
Fully paid up equity shares of ` 2 - - - - - 104,655,820
each
Cumulative number of shares of ` 192,508,430 192,508,430 192,508,430 192,508,430 192,508,430 192,508,430
2 each
2.16.7 Issue of shares to Minda Corporation Limited Employees' Stock Option Scheme
Pursuant to the Board of Director's approval in Board meeting held on 29 September 2011, the Company has constituted a trust
under the name ''Minda Corporation Limited Employee Stock Option Scheme Trust'' (MCL ESOS Trust), with the objective of
acquiring and holding of shares, warrants or other securities of the Company for the purpose of implementing the Company's
ESOP Scheme. The Company has contributed a sum of ` 0.1 million towards initial trust fund and later on advanced a sum of
` 134 million to fund the purchase of Company's equity shares by MCL ESOS trust. The Company had issued and allotted,
267,092 equity shares of the Face Value ` 10 each at the premium of ` 490 per equity share to the MCL ESOS Trust, as
approved in the Extra ordinary general meeting dated 24 October 2011. Further, the Company had issued bonus shares in
proportion of one equity share for one share held on 29 March 2012, as decided in Extra ordinary general meeting held
on 16 March 2012. During the financial year ended 31 March 2017, the members of the Company had approved ‘Employee
Stock Option Scheme, 2017’ through Postal Ballot on 10 February 2017. The plan envisaged grant of stock options to eligible
employees at an exercise price equal to the latest available closing price discounted by 50% or such other percentage as may
be decided by the Nomination and Remuneration Committee. Refer note 2.42.
2.16.8 Qualified Institutional Placement (QIP) of equity shares
During the year ended 31 March 2019, the Company has raised funds amounting to ` 3,056 million (net of expenses of `
50 million) by way of Qualified Institutional Placement (QIP) of equity shares for the objects of working capital requirement,
repayment of outstanding loan, investment in subsidiaries and joint ventures, to fund growth and expansion and towards
corporate general purpose. The Company has issued 17,910,645 shares at a price of ` 173.47 per share whereby equity share
capital has increased by ` 36 million and securities premium is increased by ` 3,020 million (net of expenses).
Details of utilization of QIP proceeds are as follows:
(` in million)
Objects of the issue as per prospectus Proceeds from Utilized upto 31 Unutilized
QIP March 2020 amount as at
31 March 2020
Working capital requirement, repayment of outstanding loan, 3,056 - 3,056
investment in subsidiaries and joint ventures, to fund growth
and expansion and towards corporate general purpose
The unutilized amount of the issue as at 31 March 2020 has been temporarily deployed in bank accounts.
212
2.17 Other Equity

(` in million)
31 March 2020 31 March 2019
2.17.1 Capital reserve
2.17.2 Securities premium
Opening balance 4,011 984
Add: Premium on issue of shares - 3,071
Less: Amount utilised towards expenses for increase in share capital - (50)
Add: Premium on issue of shares issued by ESOP Trust 6 6
2.17.3 Equity component of compound financial instrument-Cumulative
redeemable preference share
2.17.4 Employee stock compensation outstanding
Add: Employee stock compensation expense 3 17
2.17.5 General reserve
Add: Amount transferred from surplus during the year - 106
2.17.6 Retained earnings
Add: Profit on sale of treasury shares 31 -
Less: Impact on account of adoption of Ind AS 116 (including tax) (98) -
Add: Profit on dilution of stake in joint venture - 43
Add: Net (loss)/profit for the year (1,998) 1,692
4,545 6,896
Less : Interim dividend
- on equity shares at ` 0.35 per share (31 March 2019: ` 0.25 per share)] (76) (57)
Tax on interim dividend (16) (16)
Less : Final dividend
- on equity shares at ` 0.45 per share (31 March 2019: ` 0.30 per share)] (102) (79)
Tax on final dividend (5) (23)
Less: Amount transferred to general reserves during the year - (106)
Remeasurement of defined benefit obligation (18) (5)
2.17.7 Remeasurement of define benefit obligation
Opening balance - -
(Less)/ Add : Remeasurement of define benefit obligation (18) (5)
Transferred to retained earnings 18 5
Closing balance - -
2.17.8 Capital redemption reserve
2.17.9 Foreign currency translation reserve
Opening balance (485) (393)
Add: Amount transferred during the year 72 (92)
Closing balance (413) (485)
9,297 11,498
213
2.17.10 The Board of Directors, in their meeting held on 15 July 2020 has not recommended any final dividend .The total
dividend declared on equity shares of the Company for the year 2019-20 is ` 0.35 per equity share (face value of ` 2 per
share).
2.17.11 Earning per share
(` in million)
ended ended
31 March 2020 31 March 2019
Net profit attributable to equity shareholders
(Loss) / profit after tax (1,998) 1,692
Number of weighted average equity shares
Basic 222,508,645 219,728,994
Diluted 227,222,285 224,742,944
Nominal value of equity share (`) 2 2
Earnings per share (`) (Diluted) (8.98)* 7.52
* As the potential equity shares are anti-dilutive, the effect of same is ignored in calculating diluted earnings per share as
per the requirements of Ind AS 33.
2.17.12 Nature and purpose of other equity
• Securities premium
The unutilized accumulated excess of issue price over face value on issue of shares. This reserve is utilised in accordance
with the provisions of the Companies Act, 2013.
• General reserve
This represents appropriation of profit by the Company and is available for distribution of dividend.
• Employee stock compensation outstanding
The fair value of the equity settled share based payment transactions with employees of the Company and its subsidiary
is recognised in Consolidated Statement of Profit and Loss with corresponding credit to Employee stock compensation
outstanding account. Corresponding balance of a ESOP outstanding is transferred to general reserve upon expiry of
grants or upon exercise of stock options by an employee, as the Company is operating the Employee Stock Option
scheme.
• Remeasurements of defined benefit obligation
Remeasurements of defined benefit obligation comprises actuarial gains and losses.
• Equity component of compound financial instrument - Cumulative redeemable preference share
The Company had issued compulsory redeemable preference shares @0.001% (below market rate). The same were
recorded at cost under previous GAAP. The Company has redeemed such preference shares during the current year.
Under Ind As, the preference shares is treated as compound financial instruments and accordingly, classified as financial
liability and equity. The same is recognised at amortized cost and is discounted using market rate. The differential between
Fair Value and Book Value is considered as equity portion of compound financial instrument.
• Foreign currency translation reserve
Exchange differences arising on translation of the foreign operations are recognised in other comprehensive income as
described in accounting policy and accumulated in a separate reserve within equity. The cumulative amount is reclassified
to profit or loss when the Group dispose or partially dispose off its interest in a foreign operation through sale, liquidation,
repayment of share capital or abandonment of all, or part of, that entity.
• Capital reserve
Accumulated capital surplus not available for distribution of dividend and expected to remain invested permanently.
• Capital redemption reserve
This represents the unutilised accumulated amount set aside at the time of redemption of preference share. This reserve
is utilised in accordance with the provisions of the Companies Act, 2013.
214
2.18 Non current borrowings

(` in Million)
Particulars Footnote Non-current maturities Current maturities
As at As at As at As at
31 March 31 March 31 March 31 March
2020 2019 2020 2019
2.18.1 Secured
Term loans
from banks [1] 1,129 1,362 1,021 1,337
Vehicle loan [2] 19 29 18 26
2.18.2 Unsecured
Finance lease obligations
for land, building and plant and machinery [3] - 57 - 34
Term loans
from others [4] - - - 72
Deferred sales tax liabilities
State Industrial and Investment Corporation [5] 2 8 6 8
of Maharashtra Limited (SICOM)
1,150 1,456 1,045 1,477

Less: Amount shown under other current - - 1,045 1,477
liabilities [refer to note 2.25]
1,150 1,456 - -
Footnotes:
(` in Million)
No. Detail of Loan Loan Loan Details of security / guarantee#
outstanding outstanding
as at 31 as at 31
March 2020* March 2019*
1 Term loan from 1,255 915 Entire term loan is secured by first pari passu charge on all
banks (denominated existing and future moveable fixed assets (excluding assets
in INR) exclusively charged to other lenders) of the Company.
(a) Loans aggregating to ` 507 million (Previous Year:
` 659 million) are secured by first pari passu charge on
the immoveable properties of the Company situated at
Sector 59, Noida (Uttar Pradesh) and Sector 32, Gurugram
(Haryana).
(b) Loans aggregating to ` 548 million (Previous Year: ` 105
59, Noida (Uttar Pradesh), Sector 32, Gurugram (Haryana),
Plot No. D-225/1+D-226+227, Chakan Industrial Area,
Bhamboli & Dhanivalli village, Murbad, (Maharashtra),
Plot No 9 & 9A, Sector 10-Pantnagar (Uttrakhand), SIDCO
Industrial Estate, Kakkalur (Chennai) and with by way of
equitable mortage on land & building located at IMT, Bawal
(Haryana) along with second pari passu charge on all the
existing and future current assets of the Company.
(c) Loans aggregating to ` 200 million (Previous Year: ` 151
million) are secured by immovable properties located at
Sector 59, Noida (Uttar Pradesh), Sector 32, Gurugram
(Haryana), Plot No. D-225/1+D-226+227, Chakan Industrial
Area, Bhamboli (Maharashtra), Plot No 9 & 9A, Sector
10-Pantnagar (Uttrakhand) along with second pari passu
charge on all the existing and future current assets of the
Company.
215
(` in Million)
No. Detail of Loan Loan Loan Details of security / guarantee#
outstanding outstanding
as at 31 as at 31
March 2020* March 2019*
Term loan from 374 492 Entire term loan is secured by first pari passu charge on all
banks-ECB existing and future moveable fixed assets (excluding assets
(denominated in exclusively charged to other lenders) along with second pari
USD) passu charge on all the existing and future current assets of
the Company.
(a) Loans aggregating to ` 225 million (Previous Year: ` 327
59, Noida (Uttar Pradesh), Plot No. D-225/1+D-226+227,
Chakan Industrial Area, Bhamboli (Maharashtra), Plot No 9 &
9A, Sector 10-Pantnagar (Uttrakhand), Sector 32, Gurugram
(Haryana).
(b) Loans aggregating to ` 149 million (Previous Year:
` 165 million) are secured by First pari passu charge on
the immoveable properties of the Company situated at
Dhanivalli village, Murbad, (Maharashtra),SIDCO Industrial
Estate, Kakkalur (Chennai).
Term loan from 521 1,292 (a) Loans aggregating to ` 291 million (Previous Year: ` 381
banks- (denominatd million) are secured by first Pari-passu charge on building
in Euro) and plant & machinery and entire current assets of Minda
KTSN Plastic Solutions GmbH & Co. KG
(b) Loans aggregating to ` Nil (Previous Year: ` 621 million) are
secured by assignment of the receivables related to the
contracts between VW/Audi for the project Q3/Q6 and Q8
of Minda KTSN Plastic Solutions GmbH and Co. KG.
c) Loans aggregating to ` 224 million (Previous Year: ` 281
million) are secured by fixed charge over all the current
asset and fixed assets purchased out bank finance and pari-
passu charge on the entire fixed assets of the Minda KTSN
Pirna.
d) Loan aggregating to ` 6 million (Previous Year: ` 12 million)
are secured by power of attorney to the borrower's Current
Account and the accounts held with the bank and blank
bills of exchange together with B/E declaration of Minda
KTSN Plastic and Tooling Solutions Sp. Z o.o, Poland and
joint mortgage over specified amount. Further secured
by land described in the land mortgage books KW no.
BY1B/00066470/2, KW no. BY1B/00066480/5, Poland.
2 Vehicle Loan from 37 55 Vehicle loan is secured by way of hypothecation of respective
Kotak Mahindra vehicles.
Prime Limited
3 Finance lease - 91 Unsecured
obligations
4 Term loan from - 72 Unsecured
Others (denominated
in Euro)
5 Deferred sales tax 8 16 Unsecured
liabilities (SICOM)
Total 2,195 2,933
*Net of transaction cost
216
# Certain immovable properties considered as security against above borrowings have been transferred to the Company pursuant to scheme
of amalgamation vide order dated 19 July 2019 are pending for registration in the name of the Company.
Repayment Terms:
(` in million)
due due
Half yearly 3.93% 5 291 7 381
Term loan repayments (PY 3.93%) 6 224 8 281
from banks 3.50 % to - - 3 621
Monthly
(denominated 3.61%%
repayments
in Euro) (PY 3.50% to 10 6 23 12
3.61%)
Term loan
from others Quarterly
- - 1 72
(denominated repayment
in Euro)
20 500 - -
16 150 - -
7.95% to 9.95% 4 44 8 89
Quarterly
(PY 9.00% to
10.00%)"
2 4 6 13
Term loan - - 1 2
from banks
40 26 49 29
(denominated
in INR) 39 182 51 137
8.15% to 8.75% 25 75 37 111

Monthly
(PY 8.75% to 19 168 31 277
repayments
10.10%) 18 30 30 50
18 24 30 41
1 1 13 15
Floating rate of 2 18 6 49
ECB loans 3 month-Libor 4 36 8 65
Quarterly
(denominated plus spread
in USD) ranging from
1.75% to 2.25% 14 149 17 165
8.00% - 9.50%
Quarterly
Vehicle Loan (PY 9.00% to 9-16 37 9-16 55
repayments
9.50%)
217

(` in Million)
of principal March March March March March tenure after
repayments 2021 2022 2023 2024 2025 1 April 2025
Quarterly
Term loan from 99 113 138 138 138 124
repayments
banks (INR
denominated) Monthly
244 179 67 17 - -
repayments
ECB loans (USD Quarterly
158 105 89 20 - -
demoninated) repayments
Half yearly
Term loan from 515 - - - - -
repayments
banks (Euro
6 - - - - -
repayments
Total Term loans 1,022 397 294 175 138 124
Deferred sales
Annual
tax liabilities 6 2 - - - -
repayments
(SICOM)
Quarterly
Vehicle Loan 18 12 7 - - -
repayments
Grand Total 1,046 411 301 175 138 124

(` in Million)
of principal March March March March March tenure after
repayments 2020 2021 2022 2023 2024 1 April 2024
Quarterly
Term loan from 155 99 - - - -
repayments
banks (INR
234 229 154 35 8 -
repayments
ECB loans (USD Quarterly
151 145 96 82 19 -
demoninated) repayments
Half yearly
Term loan from 179 179 179 122 - -
repayments
banks (Euro
627 6 - - - -
repayments
Term loan from
Half yearly
Others (Euro 72 - - - - -
repayments
denominated)
Total Term loans 1,418 658 429 239 27 -
Deferred sales
Annual
tax liabilities 8 8 - - - -
repayments
(SICOM)
Quarterly
Vehicle Loan 18 18 12 7 - -
repayments
Finance lease Quarterly
91 - - - - -
obligation repayments
Grand Total 1,535 684 441 246 27 -
218
2.18 (a) Movement in current and non current borrowings

(` in Million)
31 March 2020 31 March 2019
Borrowings at the beginning of the year 6,806 7,232
Movement due to cash transactions per the statement of cash flows (1,157) 371
Movement due to non-cash transactions:
- Foreign exchange movement (330) (797)
Borrowings at the end of the year 5,319 6,806
(` in Million)
31 March 2020 31 March 2019
Deferred consideration payable - 12
- 12
2.20 Income tax
A. Amounts recognised in statement of profit and loss
The major components of income tax expense for the years ended 31 March 2020 and 31 March 2019 are:
(` in Million)
31 March 2020 31 March 2019
Current tax
Current year 520 686
Adjustments in respect of current income tax of previous years (5) (19)
515 667
Deferred tax
Origination and reversal of temporary differences (73) 2
Adjustments in respect of deferred tax of previous years 12 -
(61) 2
Income tax expense reported in the statement of profit and loss 454 669
B. Amounts recognised in other comprehensive Income

The major components of income tax expense for the years ended 31 March 2020 and 31 March 2019 are:
(` in Million)
31 March 2020 31 March 2019
Income tax
Remeasurement of post employment benefit obligation (4) (3)
Income tax charges to other comprehensive (income)/expense (4) (3)
C. The Company has elected to exercise the option permitted under section 115BAA of the Income-tax Act, 1961 as introduced
by the Taxation Laws (Amendment) Ordinance, 2019. Accordingly, the Company has recognized provision for income tax
for the year ended 31 March 2020 and re-measured its deferred tax liability basis the rate prescribed in the said section.
The full impact of this change amounting to ` 72 million has been recognized in the Statement of Profit and Loss.
219
D. Reconciliation of effective tax rate

Reconciliation of tax expense and the accounting profit/ (loss) multiplied by India’s domestic tax rate for the year ended
31 March 2020 and 31 March 2019:
(` in Million)
31 March 2020 31 March 2019
Rate Amount Rate Amount
(Loss) / Profit before tax from continuing 25.17% (1,669) 34.95% 2,081
operations excluding share of profit / (loss)
of joint venture and including exceptional
items
Tax using the Company’s domestic tax rate (420) 727
Tax effect of:
Provision for impairment of assets and -33.51% 559 - -
receivables
Permanent difference -10.72% 179 - -
Effect of non deductible expense and -1.99% 33 1.26% 26
exempt income
Incremental allowance for research and - - -1.91% (40)
development expenditure
Tax incentives - - -6.32% (131)
Tax adjustment for earlier years -0.42% 7 - -
Change/ difference in tax rates 2.70% (45) -0.20% (4)
Changes in estimates related to prior - - -0.93% (19)
years
Current year losses on which deferred tax -4.31% 72 - -
asset is not recognised
Derecognition of previously recognised -3.18% 53 - -
deferred tax assets
Difference in tax rate in foreign jurisdiction -3.00% 50 0.69% 14
Others 2.04% (34) 4.62% 96
Effective tax rate -27.22% 454 32.15% 669
220
E. Movement of temporary differences
(` in Million)
Particulars As at Credited/ MAT of Foreign Credited/ As at Credited/ Reversal Impact Recognised Foreign Credited/ As at
1 April (charge) Previous currency (charge) 31 March (charge) of in retained currency (charge) 31 March
2018 in profit or year(s) utilised translation in OCI 2019 in profit or change earnings translation in OCI 2020
loss during during the during loss during in tax during during
2018-19 year 2018-19 2019-20 rate 2019-20 2019-20
Deferred tax assets
Accrued expense deductible 15 15 - (1) - 29 (2) (4) (5) - - - 18
on payment
Provision for gratuity and 81 4 - - 3 88 1 (4) (20) - - 4 69
Loss allowance for trade 6 4 - - - 10 28 (24) (2) - (5) - 7
receivables
MAT credit entitlement 65 - (65) - - - - - - - - - -
Employees Stock 2 (2) - - - - - - - - - - -
Compensation Expense
Brought forward losses 32 15 - 1 - 48 (48) - - - - - -
Impact of Ind AS 116 - - - - - - - 6 - 28 - - 34
Others 9 (28) - 1 - (18) 19 - - - (1 ) - -
A 210 8 (65) 1 3 157 (2) (26) (27) 28 (6) 4 128
As at Credited/ MAT of Foreign Credited/ As at Credited/ Reversal Impact Recognised Foreign Credited/ As at
1 April (charge) Previous currency (charge) 31 March (charge) of in retained currency (charge) 31 March
Particulars 2018 in profit or year(s) utilised translation in OCI 2019 in profit or change earnings translation in OCI 2020
loss during during the during loss during in tax during during
2018-19 year 2018-19 2019-20 rate 2019-20 2019-20
Deferred tax liabilities
Difference in book written 237 10 - - - 247 (25) 9 (70) - (1) - 160
down value and tax written
down value of property, plant
CORPORATE OVERVIEW
and equipment
Others (6) - - - - (6) 8 (3) - - - (1)
B 231 10 - - - 241 (17) 6 (70) - (1) - 159
Net deferred tax (A)-(B) (21) (2) (65) 1 3 (84) 15 (32) 43 28 (5) 4 (31)
mANAGEMENT REPORTS
221
Reflected in Balance Sheet as follows:
(` in Million)
31 March 2020 31 March 2019
Deferred tax assets 17 98
Deferred tax liabilities 48 182
Deferred tax liabilities (net) (31) (84)
2.21 Non current provisions
(` in Million)
31 March 2020 31 March 2019
Provision for employee benefits (refer to note 2.21.2)
- Gratuity 106 44
- Compensated absence 112 100
- Other retirement benefits 27 26
Others
- Provision for warranties (refer to note 2.21.1 ) 7 5
252 175
2.21.1 Movement in warranty cost provision
The Group warrants that its products will perform in all material respects in accordance with the Group's standard specifications
for the warranty period. Accordingly based on specific warranties, claims history, the Group provides for warranty claims. The
activity in the provision for warranty costs is as follows:
(` in Million)
31 March 2020 31 March 2019
At the beginning of the year 29 30
Provided during the year 108 59
Utilised during the year (69) (63)
At the end of the year 68 26
68 26
2.21.2 Employee benefits
2.21.2.1 For Indian entities

a) Defined contribution plans
The Company’s employee provident fund and employee's state insurance schemes are defined contribution plans. The
following amounts have been recognised as expense for the year and shown under Employee benefits expense in note 2.33.
(` in Million)
31 March 2020 31 March 2019
-Provident fund 128 120
-Employee state insurance 9 13
137 133
b) Defined benefit plans - Gratuity

In accordance with the Payment of Gratuity Act, 1972, the Company provides for gratuity as a defined benefit plan. The
gratuity plan provides for a lump sum payment to the employees at the time of separation from the service on completion
of vested period of employment i.e. five years. The liability of gratuity plan is provided based on actuarial valuation as at
the end of each financial year based on which the Company primarily contributes the ascertained liability to Life Insurance
Corporation of India by whom the plan assets are maintained.
222
(` in Million)
31 March 2020 31 March 2019
Changes in the present value of the defined benefit obligation is as follows:
Present value of defined benefit obligation at the beginning of the year 291 259
Interest cost 21 20
Acquisition adjustment (6) 8
Actuarial (gain)/ loss on obligation 19 10
Changes in the present value of the plan asset is as follows:
Fair value of plan asset at the beginning of the year 187 146
Return on plan asset 14 12
Contributions 4 31
Actuarial (gain) / loss on obligation 1 -
Reconciliation of the present value of defined benefit obligation and the fair
value of the plan assets:
Net (liability) as at the close of the year (122) (104)
Expenses recognized in the statement of profit and loss:
Interest cost 21 20
Expected return on plan assets (14) (12)
Expenses recognized in the statement of profit and loss: 49 41
Actuarial loss on defined benefit obligation 18 10
18 10
31 March 2020 31 March 2019
Discount rate 6.80% 6.95% to 7.66%
Expected salary increase rates 5.5% to 10% 5.5% to 10%
Mortality 100% of IALM 100% of IALM
2012-14 2006-08
- Up to 30 years of age 3% to 30% 3% to 30%
- From 31 years of age to 44 years of age 2% to 20% 2% to 20%
- Above 44 years of age 1% to 10% 1% to 10%
Note:
The estimates of future salary increases considered in the actuarial valuation take into account inflation, seniority, promotion
and other relevant factors such as supply and demand in the employment market.
The discount rate is estimated based on the prevailing market yields of Indian Government securities as at the balance sheet
date for the estimated term of the obligation.
223
Sensitivity analysis:
Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions holding other assumptions
constant would have affected the defined benefit obligation by the amounts shown below.
(` in Million)
31 March 2020 31 March 2019
Increase Decrease Increase Decrease
Discount rate ( - / + 1%) (25) 40 (23) 26
Future salary growth ( - / + 1%) 37 (23) 23 (21)
Maturity profile:
The table below shows the expected cash flow profile of the benefits to be paid to the current membership of the plan based
on past service of the employees as at the valuation date:
(` in Million)
31 March 2020 31 March 2019
1 year 17 22
2 to 5 years 70 81
More than 5 years 239 408
c) Other long term benefit - Compensated absences
The Company operates compensated absences plan, where in every employee is entitled to the benefit as per the policy
of the Company in this regard. The salary for calculation of earned leave is last drawn salary. The same is payable during the
service, early retirement, withdrawal of scheme, resignation by employee and upon death of employee.
The other long- term benefit of compensated absence in respect of employees of the Company as at 31 March 2020 amounts
to ` 122 million (previous year: ` 110 million) and the expense recognised in the statement of profit and loss during the year for
the same amounts to ` 34 million (31 March 2019: ` 24 million) [Gross payment of ` 22 million (31 March 2019: ` 19 million)].
Through its defined benefit plans, the Company is exposed to a number of risks, the most significant of which are detailed
below:
a) Asset volatility
The plan liabilities are calculated using a discount rate set with reference to bond yields; if plan assets underperform
this yield, this will create a deficit. Most of the plan asset investments are in fixed income securities with high grades
and in government securities. These are subject to interest rate risk and the fund manages interest rate risk with
derivatives to minimize risk to an acceptable level. A portion of the funds are invested in equity securities and in
alternative investments which have low correlation with equity securities. The equity securities are expected to earn
a return in excess of the discount rate and contribute to the plan deficit. The Company intends to maintain the above
investment mix in the continuing years.
b) Changes in discount rate
A decrease in discount rate will increase plan liabilities, although this will be partially offset by an increase in the
value of the plan's bond holdings.
c) Inflation risks
In the plans, the payment are not linked to the inflation so this is a less material risk.
d) Life expectancy
The plan obligations are to provide benefits for the life of the member, so increases in life expectancy will result in an
increase in the plans' liabilities. This is particularly significant where inflationary increases result in higher sensitivity to
changes in life expectancy.
The Group ensures that the investment positions are managed within an asset- liability matching (ALM) framework that
has been developed to achieve long term investments that are in line with the obligations under the employee benefit
plans. Within this framework, the Group's ALM objective is to match assets to the obligations by investing in long-term
fixed interest securities with maturities that match the benefit payments as they fall due and in the appropriate currency.
The Group actively monitors how the duration and the expected yield of the investments are matching the expected
cash outflows arising from the employee benefit obligations. The Group has not changed the processes used to
manage its risks from previous periods.
224
2.21.1.2 For overseas entities

a) Social security contributions
The Group’s employee social security contributions are defined contributions plans. The following amounts have been
recognised as expense for the year and shown under employee benefits expense in note 2.33.
(` in Million)
31 March 2020 31 March 2019
-Social security 178 213
178 213
b) Vacations
The Group pays for vacations, wherein every employee entitled to the benefit as per the policy of the Group in this regard.
The liability of vacation in respect of employees of the Group as at 31 March 2020 amounts to ` 63 million (31 March 2019: ` 54
million) and the expense recognised in the consolidated statement of profit and loss during the year for the same amounts to `
11 million (31 March 2019: ` 11 million).
c) Retirement and service anniversary
Employees of certain entities in the Group are entitled to retirement benefits, which provides for a lump sum payment to the
employees at the time of separation from service and long service awards on completion of vested period of employment. The
liability on account of such benefits is based on actuarial valuation as at the end of the financial year.
(` in Million)
31 March 2020 31 March 2019
Changes in the present value of the benefit obligation is as follows:
Actuarial (Gain) / Loss on Obligation (2) (2)
Service cost 3 4
Interest cost 3 2
Net balance 36 32
Translation adjustment - -
Current portion 9 7
Expenses recognized in the statement of profit and loss:
Interest cost 3 2
Expenses recognized in the statement of profit and loss: 6 6
Actuarial gain on defined benefit obligation (2) (2)
Discount rate
-Others 7.00% 8.33%
Expected salary increase rates
- for PT Minda Automotive Indonesia 10.00% 10.00%
- for Minda KTSN Plastic Solutions GmbH & Co. KG 5.00% 1.00%
- for Minda Vietnam Automotive Company Limited Year 1 to 3: 10% Year 1 to 3: 10%
Year 4 & 5: 8% Year 4 & 5: 8%
Thereafter: 6.5% Thereafter: 6.5%
Mortality TMI 2011 TMI 2011
- for PT Minda Automotive Indonesia and Minda Vietnam Automotive Company
Limited
- Up to 30 years of age 12.00% 12.00%
- From 31 years of age to 44 years of age 8.00% 8.00%
- Above 44 years of age 5.00% 5.00%
- for Minda KTSN Plastic Solutions GmbH & Co. KG
- Up to 40 years of age 5.00% 5.00%
- Above 50 years of age 1.00% 1.00%
The impact of sensitivity analysis on actuarial assumptions for overseas entities is considered insignificant, hence the same has not
been disclosed
225
2.22 Other non-current liabilities

(` in Million)
31 March 2020 31 March 2019
Security deposit 33 26
Others 1 5
34 31
2.23 Short term borrowings
(` in Million)
Particulars Footnote As at As at
31 March 2020 31 March 2019
2.23.1 Secured
Cash credit and working capital demand loan
from banks [1] 2,628 2,833
2,628 2,833
2.23.2 Unsecured
Purchase order financing facility
from banks [2] 251 546
from others [3] 245 494
496 1,040
3,124 3,873
Footnotes:
(` in Million)
No. Details of Loan* Outstanding Outstanding Details of security/Guarantee
as at 31 as at 31
March 2020 March 2019
1 Cash Credit & working capital 1,153 1,422 Facility amounting to ` 1,146 million (Previous Year:
demand loan - from banks ` 735 million) is secured by first pari passu charge on all
the existing and future current assets of the company
& facility amounting to ` 7 million (Previous Year: ` 29
million) is secured by first pari passu charge on all the
existing and future stock & book debts of the company.
Further amount aggregating to ` 637 million (Previous
Year: ` 764 million) is secured by second pari-passu
charge on all existing and future movable fixed assets
(excluding assets exclusively charged to other lenders)
of the company. Further, out of total amount
(a) Amount aggregating to ` 510 million (Previous Year:
` 636 million) is secured by second pari passu charge
on immovable properties of the company situated
at Sector 59, Noida (Uttar pradesh), Sector 32,
Gurugram (Haryana), Plot No. D-225/1+D-226+227,
Chakan Industrial Area, Bhamboli & Dhanivalli
village, Murbad, (Maharashtra), Plot No 9 & 9A,
Sector 10-Pantnagar (Uttarakhand), SIDCO Industrial
Estate, Kakkalur (Chennai) and equitable mortgage
on land & building located IMT, Bawal (Haryana)
(b) Amount aggregating to ` 7 million (Previous Year:
` 29 million) is secured by second pari passu charge
Chakan Industrial Area, Bhamboli & Dhanivalli
village, Murbad, (Maharashtra), Plot No 9 & 9A,
Sector 10-Pantnagar (Uttarakhand), SIDCO Industrial
Estate, Kakkalur (Chennai).
(c) Amount aggregating to ` 120 millions(Previous Year -
` 99 millions) is secured by second pari passu charge
Chakan Industrial Area, Bhamboli (Maharashtra), Plot
No 9 & 9A, Sector 10-Pantnagar (Uttarakhand).
226
No. Details of Loan* Outstanding Outstanding Details of security/Guarantee

as at 31 as at 31
March 2020 March 2019
1,459 1,411 Facility amounting to ` 159 million (Previous Year: ` 149
million) is secured by standby letter of credit given by
Minda Corporation Limited. Facility amount to ` 374 million
(Previous Year: ` 350 million) is secured by first pari-passu
charge over UBI Bank of Euro 4.5 million and all fixed assets
of Minda KTSN plastic solution GmBH & Co., KG, Germany.
Facility amount to ` 466 million (Previous Year: ` 496 million)
is secured by standby letter of credit given by Minda
Corporation Limited. Facility amount to ` 374 million (Previous
Year: ` 350 million) is secured by standby letter of credit
given by Minda Corporation Limited. Facility amount to ` 54
million (Previous Year: ` 75 million) is secured by power of
attorney to the borrower's current sccount and the accounts
held with the bank and blank promissory note together
with a promissory note declaration, issued by the borrower.
Joint capped rate mortgage over specified amount. Further
secured by land described in the land mortgage books KW
no. BY1B/00066470/2, KW no. BY1B/00066480/5, Poland.
Facility amount to ` Nil (Previous Year - ` 20 million) is
secured by Promissory Note.
Overdraft facility-from banks 16 - Secured by 100% margin on fixed deposits of the company
2 Purchase order financing 251 546 Unsecured
facility from bank
3 Purchase order financing 245 494 Unsecured
facility from other parties
Total 3,124 3,873
*Current borrowings are either payable in one installment within one year or repayable on demand. All current borrowings are
denominated in rupee and interest rate is at 7.20% to 9.40%. (PY 8.40% to 11.00%).
2.24 Trade payables

(` in Million)
31 March 2020 31 March 2019
Trade payables
Total outstanding dues of micro enterprises and small enterprises 1,012 62
Total outstanding dues of creditors other than micro enterprises and small enterprises 3,998 3,963
Trade payable to related parties (refer note 2.39) 83 78
5,093 4,103
(` in Million)
31 March 2020 31 March 2019
Current maturities of long term borrowings (refer note 2.18)
- Term loans 1,021 1,409
- Financial lease obligation - 60
- Deferred payment liability 6 8
- Vehicle loan 18 -
Interest accrued but not due on borrowings 27 64
Mark to market loss on derivative contracts 7 1
Creditors for capital items 177 74
Salaries, wages and bonus payable 291 314
Unpaid dividend - -
Other payables 107 14
1,654 1,944
227
2.26 Other current liabilities

(` in Million)
31 March 2020 31 March 2019
Statutory dues payable 118 294
Advances from customers 222 236
Deferred revenue 3 3
Others 19 8
362 541
2.27 Current Provision
(` in Million)
31 March 2020 31 March 2019
Provision for employee benefits [refer to note 2.21.2]
Gratuity 17 59
Compensated absence 10 10
Vacations 63 54
Other retirement benefits 9 7
Others
Provision for warranty (refer to note 2.21.1 ) 61 21
Provision for severance cost 743 -
Provision for others - 19
903 170
2.28 Current tax liabilities
(` in Million)
31 March 2020 31 March 2019
Provision for income tax (net of advance income tax) 33 80
33 80
2.29 Revenue from operations
(` in Million)
31 March 2020 31 March 2019
Sale of products
- Manufactured goods 26,579 29,608
- Traded goods 1,178 959
Sale of products 27,757 30,567
Other operating revenues
- Technical know how and service income 214 154
- Scrap sales 56 58
- Job work income 15 40
- Duty drawback and other export incentives 59 61
- Subsidy received 1 1
- Other operating income 29 -
- Exchange fluctuations (net) - 39
Other operating revenues 374 353
2.30 Other income
(` in Million)
31 March 2020 31 March 2019
Interest income
- on fixed deposits 296 211
- on others 3 2
- on income tax refund - 4
Financial assistance fee - 5
Liabilities / provisions no longer required written back 34 73
Exchange fluctuations (net) 61 -
Rental income 6 -
Miscellaneous income 43 60
443 355
228
2.31 Cost of materials consumed

(` in Million)
31 March 2020 31 March 2019
Raw materials consumed (includes packing material and components)
Add: Translation adjustment (55) 1,633 5 1,598
Add: Purchases during the year 15,876 18,337
17,509 19,935
Less: Closing stock 2,158 1,688
Add: Provision for impairment loss 103 -
Add: Translation adjustment (129) 2,132 (56) 1,632
15,377 18,303
2.32 Changes in inventories of finished goods, stock in trade and work in progress
(` in Million)
31 March 2020 31 March 2019
Finished goods (including stock in trade)
Opening stock 1,001 703
Add/ (less): Translation adjustment (28) 973 (50) 653
Closing stock 942 1,001
Add/ (less): Translation adjustment (68) 905 (28) 973
68 (320)
Work in progress
Add/ (less): Translation adjustment (221) 1,510 (211) 1,942
Closing stock 797 1,731
Add/ (less): Translation adjustment (152) 717 (221) 1,510
793 432
Decrease in inventories 861 112
2.33 Employee benefits expense
(` in Million)
31 March 2020 31 March 2019
Salaries, wages and bonus 4,419 4,420
Contribution to
- Provident fund and other funds (refer note 2.21.2) 363 369
- Gratuity (refer note 2.21.2) 49 40
Employee stock compensation expense 3 17
Staff welfare expense 193 246
5,027 5,092
2.34 Finance Costs

(` in Million)
31 March 2020 31 March 2019
Interest expense
on borrowings from banks 343 422
on borrowings from others 30 32
on lease liabilities 82 -
Other borrowing costs 44 36
499 490
229
2.35 Other Expenses

(` in Million)
31 March 2020 31 March 2019
Jobwork charges 505 498
Consumption of stores and spare parts 259 296
Power and fuel 637 621
Rent (refer note 2.36) 58 357
Repair and maintenance
- buildings 49 64
- plant and machinery 184 189
- others 170 150
Legal and professional 326 254
Communication 53 51
Charity and donations 2 2
Bad debts/amounts written off 1 16
Allowance for expected credit loss 75 26
Rates and taxes 27 28
Exchange fluctuations (net) - 6
Corporate social responsibility expenses 36 35
Loss on sale/discard of fixed assets 15 10
Advertisement and business promotion 78 95
Freight and forwarding 377 377
Insurance 68 67
Bank charges 41 17
Security expense 7 9
Miscellaneous expense 233 264
3,614 3,872
2.36 Leases
As a Lessee
The Group has adopted Ind AS 116 'Leases' with the date of initial application being 1 April 2019. Ind AS 116 replaces Ind
AS 17 – Leases and related interpretation and guidance. The Group has applied Ind AS 116 using the modified retrospective
approach, under which the cumulative effect of initial application is recognised in retained earnings at 1 April 2019. As a result,
the comparative information has not been restated. In adopting Ind AS 116, the Group has applied the below practical expedients:
The Group has applied the practical expedient to grandfather the definition of a lease on transition. This means that it will apply
Ind AS 116 to all contracts entered into before 1 April 2019 and identified as leases in accordance with Ind AS 17.
The Group has discounted lease payments using the applicable incremental borrowing rate as at 1 April 2019, ranging from 2.1%
to 15.4% for measuring the lease liability.
Information about leases for which the Group is a lessee is presented in note 2.1(b).
(` in Million)
Lease liabilities As at
31 March 2020
Balance at 1 April 2019 -
Transition impact of Ind AS 116 1,054
Add: Interest 82
Less: Repayment (320)
Less: Impairment/ restatement 21
Less: Translation adjustments 45
Balance at 31 March 2020 882
Current 506
Non-current 376
230
(` in Million)
31 March 2020
Amounts recognised in Statement of Profit and Loss
Interest on lease liabilities 82
Depreciation expense 274
Expenses relating to short-term leases and leases of low-value assets 58
Amounts recognised in Cash Flow Statement
Repayment of lease liabilities 320
Interest paid on lease liabilities 82
The impact on the statement of profit and loss for the year ended 31 March 2020 is as follows:
(` in Million)
31 March 2020
Rental expense is lower by 320
Depreciation is higher by (274)
Finance cost is higher by (82)
Profit before tax is higher/ (lower) by (36)
The difference between the future minimum lease rental commitments towards non-cancellable operating leases and finance
leases reported as at 31 March 2019 compared to the lease liability as accounted as at 1 April 2019 is primarily due to inclusion
of present value of the lease payments for the cancellable term of the leases and reduction due to discounting of the lease
liabilities as per the requirement of Ind AS 116.
Most of the leases entered by the Group are long term in nature and the underlying leased properties are being used as
manufacturing plants. The Group doesn't foresee any major changes in lease terms or the leases in the foreseeable future as
per current business projections after considering the impact of COVID-19.
Leases for which the Group is a lessor is classified as a finance or operating lease. Whenever the terms of the lease transfer
substantially all the risks and rewards of ownership to the lessee, the contract is classified as a finance lease. All other leases
are classified as operating leases. For operating leases, rental income is recognized on a straight line basis over the term of the
relevant lease.
(` in Million)
The future minimum lease rentals income in respect of non -cancellable operating leases As at
31 March 2020
-Within one year 17
(` in Million)
31 March 2020
Lease rent income recognised in the Statement of profit and loss (Refer note 2.30) 6
Operating lease commitments under Ind AS 17

(` in Million)
Non-cancellable operating lease commitments As at
31 March 2019
-Within one year 18
231
(` in Million)
31 March 2019
Lease rent recognised in the Statement of profit and loss (Refer note 2.35) 357
2.37 Capital and other commitments

(` in Million)
31 March 2020 31 March 2019
Estimated amount of contracts remaining to be executed on capital account and not 597 106
provided for (net of advances)
Commitment pertaining to interest in joint ventures 6 16
603 122
2.38 Contingent liabilities

(` in Million)
31 March 2020 31 March 2019
Claims against the Group not acknowledged as debts
a) Income tax 16 5
b) Sales tax/ VAT (Amount paid under protest ` 1 million (previous year ` 2 million) 3 9
c) Excise duty/Service tax/ Custom Duty (Amount paid under protest ` 4 million 9 4
(previous year ` 1 million))
Others
Corporate guarantees given by the Company
- Furukawa Minda Electric Private Limited - 49
Contingent liabilities related to joint ventures/ associate 29 15
1. The above matters are subject to legal proceedings in the ordinary course of business. The legal proceedings, when
ultimately concluded will not, in the opinion of the management, have a material effect on the results of the operations or
financial position.
2. It is not practical for the Group to estimate the timings of cash outflows, if any, in respect of the above pending resolution
of the respective proceedings as it is determinable only on receipt of judgements / decisions pending with various forums/
authorities.
3. Pursuant to recent judgement by the Hon'ble Supreme Court dated 28 February 2019, it was held that basic wages for
the purpose of provident fund, to include special allowances which are common for all employees. However there is
uncertainty with respect to the applicable of the judgement and period from which the same applies and accordingly, the
Group has not estimated the impact of the same till previous year.
Owing to the aforesaid uncertainty and pending clarification from the authority in this regard, the Group has not recognised
any provision for the previous years. Further management also believes that the impact of the same on the Group will not
be material.
4. During the year ended 31 March 2017, one party raised a damage claim against the Company by filing a request with
International Chamber of Commerce in Paris. The claim is based on Letter of Comfort (“LOC”) signed between party and
the Company. At the time of entering into the above mentioned LOC, the Company also obtained indemnity letter from
ultimate parent of party, indemnifying the Company against any loss arising from the LOC. Based on legal opinion and the
indemnification from ultimate parent of party, the management is of the view that there is no financial implication on the
Company in respect of this damage claim.
232
2.39 Related party disclosures as required under India Accounting Standard (Ind AS) – 24 “Related party disclosure":
a) Related parties and nature of related party relationship with whom transactions have taken place during the year

(i) Key Managerial Personnel Mr. Ashok Minda - Chairman
Mr. Sudhir Kashyap - Executive Director and CEO (Till 15
October 2019)
Mr. R. Laxman - Executive Director and Group CFO (W.e.f 26
September 2019)
Mr. Sanjay Aneja - CFO (Till 25 September 2019)
Mr. Ashim Vohra - COO
Mr. Ajay Sancheti - Company Secretary
(ii) Relative of Key Managerial Personnel Mrs. Sarika Minda - Relative of Mr. Ashok Minda
Mr. Aakash Minda - Relative of Mr. Ashok Minda
(iii) Jointly controlled entities / associate Minda Stoneridge Instruments Limited
Minda Vast Access Systems Private Limited
Furukawa Minda Electric Private Limited
(formerly known as Minda Furukawa Electric Private Limited,
India (w.e.f. 28 December 2018) (refer to note 2.41)
(iv) Other entities over which key management personnel and Minda Capital Private Limited, India
their relatives are able to exercise significant influence
Minda S.M. Technocast Private Limited , India (Amalgamated
with Minda Capital Private Limited w.e.f 15 March 2019)
Minda Silca Engineering Private Limited, India
Minda Spectrum Advisory Limited, India
233
b) Details of transactions and balances with related parties:
234
(` in Million)
Party name Year Sale of Job work/ Contribution Other Purchase of Management Lease Other
goods Service towards CSR incomes / goods during fee Income Liability Remuneration expenses
income activities expenses the year (including paid paid /
recovered recovered interest)/Rent reimbursed
during the during the Payment during the

year year year
Joint Venture/Associate
Minda Vast Access System 2019-20 141 8 3 12 71 12 - - 4
Private Limited 2018-19 243 4 3 19 138 16 - - -
Minda Stoneridge 2019-20 5 - 6 24 135 43 - - 4

Instruments Limited 2018-19 1 8 3 5 169 54 - - 6
Furukawa Minda Electric 2019-20 37 13 - - - - - - -
Private Limited 2018-19 17 36 - - 2 - - - -
Enterprise in which directors
of the Company and their
relatives exercise significant
influence:
Minda Silca Engineering 2019-20 36 - 1 - 99 4 - - -
Limited 2018-19 27 - 2 - 92 4 - - -
Minda Capital Private 2019-20 - - - - - - 150 - -
Limited 2018-19 - - - - - 6 142 - 4
Mr. Ashok Minda* 2019-20 - - - - - - - 34 -
2018-19 - - - - - - - 48 -
Mr. Sudhir Kashyap 2019-20 - - - - - - - 19 -
2018-19 - - - - - - - 34 -
Mr. Laxman Ramnarayan* 2019-20 - - - - - - - 21 -
2018-19 - - - - - - - 27 -
Mr. Sanjay Aneja 2019-20 - - - - - - - 7 -
2018-19 - - - - - - - 10 -
Mr. Ajay Sancheti* 2019-20 - - - - - - - 6 -
2018-19 - - - - - - - 7 -
Mr Ashim Vohra* 2019-20 - - - - - - - 11 -
2018-19 - - - - - - - 16 -
Relative of Key Managerial
Personnel:
Mrs. Sarika Minda 2019-20 - - - - - - - - -
2018-19 - - - - - - - - -
Mr. Aakash Minda 2019-20 - - - - - - 1 - -
2018-19 - - - - - - - - -
* Does not include provisions for gratuity and compensated absences liabilities, since the provisions are based on actuarial valuations for the Company as a whole.
b) Details of transactions and balances with related parties (continued)

(` in Million)
Party name As at Guarantee Purchase of Security Other Trade Payable as at Lease liability Loan/
Given Fixed Assets Deposit as at receivables Receivable the year end payable as at Advances
the year end as at the year the year end receivable at
end the year end
Minda VAST Access System Private Limited 31 March - - - - 48 4 - -
2020
31 March - - - - 60 10 - -
2019
Minda Stoneridge Instruments Limited 31 March - - - - 14 32 - -
2020
31 March - - - - 17 33 - -
2019
Furukawa Minda Electric Private Limited 31 March - - - - 35 15 - -
2020
31 March 207 - - - 37 17 - -
2019
Minda Silca Engineering Limited 31 March - - - - 4 31 - -
2020
31 March - 4 - - 3 14 - -
2019
Minda Capital Private Limited 31 March - - 39 - 4 2 304 -
2020
31 March - - 34 - 4 - - 3
CORPORATE OVERVIEW
2019
Mr. Ashok Minda 31 March - - - - - 5 - -
2020
31 March - - - - - 1 - -
2019
mANAGEMENT REPORTS
Mr. Sudhir Kashyap 31 March - - - - - - - -

2020
31 March - - - - - - - -
2019
235
(` in Million)
236
Party name As at Guarantee Purchase of Security Other Trade Payable as at Lease liability Loan/
Given Fixed Assets Deposit as at receivables Receivable the year end payable as at Advances
the year end as at the year the year end receivable at
end the year end
Mr Laxman Ramnarayan 31 March - - - - - - - -
2020
31 March - - - - - 1 - -
2019
Mr. Sanjay Aneja 31 March - - - - - - - -
2020
31 March - - - - - - - -
2019
Mr. Ajay Sancheti 31 March - - - - - - - -
2020
31 March - - - - - - - -
2019
Mr Ashim Vohra 31 March - - - - - - - -
2020
31 March - - - 1 - - - -
2019
Mrs. Sarika Minda 31 March - - - - - - - -
2020
31 March - - - - - - - -
2019
Mr. Aakash Minda 31 March - - - - - - - -
2020
31 March - - - - - - - -
2019
2.40 As per Ind-AS 108, Operating segments have been defined based on the regular review by the Group’s Chief Operating Decision Maker to assess the performance of each segment
and to make decision about allocation of resources. The group's business activities fall within single primary business segment, viz, manufacturing of Automobile Components and
Parts thereof. Accordingly, disclosures under Ind AS 108, Operating Segments are not required to be made.
Details of sales, year end assets and tangible fixed assets and intangible fixed assets are as follows:
(` in Million)
Location For the year ended For the year ended
31 March 2020 31 March 2019
Revenue
Domestic 18,865 21,464
Overseas
Asia (excluding domestic) 1,357 1,467
America 1,203 2,120
Europe 6,706 5,869
Total 28,131 30,920
Carrying amount of assets

(` in Million)
Location For the year ended For the year ended
31 March 2020 31 March 2019
Domestic 18,723 17,611
Overseas
Asia (excluding domestic) 1,031 945
America 887 1,566
Europe 2,644 4,396
Total 23,285 24,518
Additions of property, plant and equipment and intangible fixed assets
Domestic
- Property, plant and equipment 1,152 930
- Intangible fixed assets 9 27
1,161 957
Overseas
Europe
- Property, plant and equipment 216 102
- Intangible fixed assets 15 2
231 104
America
- Intangible fixed assets 2 -
3 63
Asia (excluding domestic)
- Intangible fixed assets 1 -
8 21
Segment revenue in the geographical segments considered for disclosure is as follows:-
- Revenue within India (Domestic) include sale to customers located within India; and
- Revenue outside India (Overseas) include sale of products manufactured in India and outside India to customers located
outside India
Segment assets in the geographical segments considered for disclosure represents assets locate outside India and sundry
debtor balances against export sales from India operations.
Besides the normal accounting policies followed as described in Note 1, segment revenues and assets include the respective
amounts directly identified to each of the segments and amounts / or allocated on a reasonable basis.
2.41 The Board of Directors of the Group vide their meeting held on 20 November 2018 approved the Share Purchase Agreement
(‘SPA’) for sale of 20,860,000 fully paid up equity shares in Minda Furukawa Electric Private Limited (‘MFEPL’) to its JV partners,
namely Furukawa Electric Co., Ltd. and Furukawa Automotive Systems Inc. (‘together referred to as FEC entities’) and also
approved the restated JV agreement between Minda Corporation Limited and FEC entities. In accordance with said SPA, the
Group has sold said equity shares on 28 December 2018 which has resulted in reduction in its investment from 51% to 30%.
237
Further, as per the said SPA, MFEPL has issued 19,000,000 equity shares of ` 10 each for cash at par on 7 January 2019, thereby
diluting the equity share holding of Group to 25%. Pursuant to sale of shares, the Group has recognised gain of ` 175 million as
an 'exceptional item' in the statement of consolidated profit and loss.
2.42 Employee share-based payment plans
The members of the Group had approved ‘Employee Stock Option Scheme, 2017’ through Postal Ballot on February 10, 2017.
The plan envisaged grant of stock options to eligible employees at an exercise price equal to the latest available closing price
discounted by 50% or such other percentage as may be decided by the Nomination and Remuneration Committee.
Under the Plan, upto 5,341,840 stock options can be issued to eligible employees of the Group, whether working in India or out
of India, including any Director of the Group, whether whole time or otherwise excluding the Independent Directors. Options
are to be granted at price equal to the latest available closing price discounted by 50% or such other percentage as may be
decided by the Nomination and Remuneration Committee. Under the Plan, each option, upon vesting, shall entitle the holder
to acquire one equity share of ` 2 each. The options granted will vest gradually over a period not earlier than one year and not
later than five years from the date of Grant of such Options. Vesting of Options is a function of achievement of performance
criteria or any other criteria, as specified by the Committee and communicated in the grant letter.
Summary of vesting and lock-in provisions are given below:
Sr. No. Vesting Schedule

% of options scheduled to vest Vesting date Lock-in period
1 20% April 01, 2018 Nil
2 20% April 01, 2019 Nil
3 20% April 01, 2020 Nil
4 40% April 01, 2021 Nil
The movement in the stock options under the Plan, during the year, is set out below:

31 March 2020 31 March 2019
Number of Weighted Number of Weighted
options average options average
exercise price exercise price
(`) (`)
Outstanding at the beginning of the year 1,376,000 50 1,830,000 50
Granted during the year 30,000 50 - -
Exercised during the year (282,000) 50 (346,200) 50
Forfeited during the year (536,000) 50 (107,800) 50
Outstanding at the end of the year 588,000 50 1,376,000 50
Exercisable at the end of the year - - - -
Stock compensation expense under the Fair Value Method has been determined based on fair value of the stock options. The
fair value of stock options was determined using the Black Scholes option pricing model with the following assumptions:
Particulars Employee stock

option scheme
2017
Expected volatility 48%
Risk free interest rate 7%
Exercise price (`) 50
Expected dividend yield 1%
Life of options (years) 4
Weighted average fair value of options as at the grant date (`) 93
238
2.43 Additional information as required under schedule III to the Companies Act, 2013 of the Companies consolidated as
Subsidiary and Joint Ventures/Associate
(` in Million)
Name of the entity Net Assets i.e. total assets Share in Profit or loss
minus total liabilities
As % of Amount As % of Amount
Consolidated Consolidated
net assets profit or loss
Parent Company
Minda Corporation Limited 88.89% 8,665 120.63% (2,411)
Subsidiaries
Indian
Spark Minda Foundation 0.08% 7 -0.43% 9
Minda Corporation limited - Employee Stock Option -0.65% (64) 0.38% (8)
Scheme trust
Foreign
PT Minda Automotive Indonesia, Indonesia 3.61% 352 0.29% (6)
Almighty International PTE Limited, Singapore 4.70% 458 0.09% (2)
PT Minda Automotive Trading, Indonesia 0.28% 28 -0.25% 5
Minda Vietnam Automotive Co. Limited , Vietnam 3.12% 304 -2.57% 51
Minda Europe BV 0.20% 20 - -
KTSN Kunststofftechnik Sachsen Beteiligungs- GmbH, 0.02% 2 - -
Germany
Minda KTSN Plastic and Tooling Solutions Sp Z.O.O, Poland 0.18% 18 1.60% (32)
Minda KTSN Plastic Solutions GmbH & Co. KG, Germany -11.65% (1,135) 115.88% (2,315)
Minda KTSN Plastic Solutions S.R.O, Czech Republic -0.43% (42) 4.09% (82)
Minda KTSN Plastic Solutions Mexico, S. de R.L. de C.V, -1.39% (135) 38.76% (774)
Mexico
Associate (Investment as per equity method)
Indian
Furukawa Minda Electric Private Limited (formerly known - - -2.03% 41
as Minda Furukawa Electric Private Limited (Jointly
controlled entity upto 27 December 2018)
Jointly controlled entity (Investment as per equity method)
Indian
Minda Stoneridge Instruments Limited - - -5.70% 114
Minda Vast Access Systems Private Limited - - 1.49% (30)
Elimination 13.04% 1,272 -172.23% 3,442
Total 100.00% 9,750 100.00% (1,998)
239
2.44 Financial instruments – Fair values and risk management

a. Financial instruments – by category and fair values hierarchy
The following table shows the carrying amounts and fair value of financial assets and financial liabilities, including their
levels in the fair value hierarchy..
i. As on 31 March 2020
(` in Million)

using
cost
Financial assets
Non-current
(i) Investments (excluding investment in - - 14 14 - - -
jointly controlled entities/associate)
(ii) Loans - - 115 115 - - -
Current
(iii) Bank balances other than (ii) above - - 3,777 3,777 - - -
(iv) Loans - - 14 14 - - -
Total - - 8,817 8,817
Non-current
(i) Borrowings - - 1,150 1,150 - - -
(iii) Other financial liabilities - - - - - - -
Current
(i) Borrowings - - 3,124 3,124 - - -
(iii) Trade payables - - 5,093 5,093 - - -
(iv) Other financial liabilities - - 1,654 1,654 - - -
Total - - 11,903 11,903
240
ii. As on 31 March 2019
(` in Million)
Carrying value Fair value measurement
using
cost
Financial assets
Non-current
(i) Investments (excluding investment in - - 13 13 - - -
jointly controlled entities)
(ii) Loans - - 121 121 - - -
Current
(iii) Bank balances other than (ii) above - - 3,227 3,227 - - -
(iv) Loans - - 22 22 - - -
Total - - 9,954 9,954
Non-current
(i) Borrowings - - 1,456 1,456 - - -
(ii) Other financial liabilities - - 12 12 - -
Current
(i) Borrowings - - 3,873 3,873 - - -
(ii) Trade payables - - 4,103 4,103 - - -
(iii) Other financial liabilities - - 1,944 1,944 - - -
Total - - 11,388 11,388
The management assessed that the fair values of current financial assets and liabilities significantly approximate their carrying
amounts largely due to the current maturities of these instruments. Accordingly, management has not disclosed fair values
for financial instruments such as trade receivables, trade payables, cash and cash equivalents, other current assets, interest
accrued on fixed deposits, other current liabilities etc.
The fair value of the non current financial assets and liabilities is included at the amount at which the instrument could be
exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.
There have been no transfers between Level 1, Level 2 and Level 3 for the years ended 31 March 2020 and 31 March 2019
Valuation technique used to determine fair value
Specific valuation techniques used to value non current financial assets and liabilities for whom the fair values have been
determined based on present values and the appropriate discount rates of the Group at each balance sheet date. The discount
rate is based on the weighted average cost of borrowings of the Group at each balance sheet date.
Valuation processes
The Group has an established control framework with respect to the measurements of the fair values. This includes a valuation
team that has overall responsibility for overseeing all significant fair value measurements and reports to Senior Management.
The valuation team regularly reviews significant unobservable inputs and valuation adjustments.
241
b. Financial risk management
The Group has exposure to the following risks arising from financial instruments:
- Credit risk;
- Liquidity risk;
- Market risk - Foreign exchange and
- Market risk - Interest rate
Risk management framework
The Parent's board of directors has overall responsibility for the establishment and oversight of the Group's risk management
framework. The board of directors have authorised senior management to establish the processes, who ensures that executive
management controls risks through the mechanism of properly defined framework.
The Group's risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate
risks limits and controls, to monitor risks and adherence to limits. Risk management policies are reviewed regularly to reflect
changes in market conditions and the Group's activities. The Group, through its training and management standards and
procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles
and obligations.
(i) Credit risk
The maximum exposure to credit risks is represented by the total carrying amount of these financial assets in the Balance Sheet:
(` in Million)
31 March 2020 31 March 2019
Investments 1,761 1,650
Trade receivables 3,898 5,464
Other bank balances 3,777 3,227
Loans 129 143
Other financial assets 52 804
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its
contractual obligations, and arises principally from the Group’s receivables from customers, loans.
Credit risk on cash and cash equivalents is limited as the Group generally invests in deposits with banks with high credit ratings
assigned by domestic credit rating agencies.
The maximum exposure to the credit risk at the reporting date is primarily from trade receivables. Trade receivables are
unsecured and are derived from revenue earned from customers. The Group does monitor the economic environment in which
it operates. The Group manages its credit risk through credit approvals, establishing credit limits and continuously monitoring
credit worthiness of customers to which the Group grants credit terms in the normal course of business.
Credit risk has always been managed by the Group through credit approvals, establishing credit limits and continuously
monitoring the creditworthiness of customers to which the Group grants credit terms in the normal course of business. As
per Ind AS 109, the Group uses expected credit loss (ECL) model to assess the impairment loss or gain. The Group uses a
provision matrix to compute the expected credit loss allowance for trade receivables and unbilled revenues. The provision
matrix takes into account available external and internal credit risk factors such as Group's historical experience for customers.
Movement in the loss allowance in respect of trade receivables: (` in Million)

31 March 2020 31 March 2019
Balance at the beginning of the year (26) (16)
Impairment loss recognised/ (reversed), net (75) (26)
Amount written off 80 16
Balance at the end of the year (21) (26)
242
a) Expected credit loss for loans and security deposits
As at 31 March 2020
(` in Million)
default provision
Security 129 0% - 129
Deposits
significantly
since initial
recognition
significantly
and not credit
-impaired
for which
credit risk has
increased
significantly and
credit -impaired
As at 31 March 2019
(` in Million)
default provision
Security 140 0% - 140
Deposits
significantly
since initial
recognition
significantly
and not credit
-impaired
for which
credit risk has
increased
significantly and
credit -impaired
243
b) Expected credit loss for trade receivables under simplified approach
The Company's exposure to credit risk for trade receivables is as follows: (` in Million)
Particulars Gross carrying amount
As at As at
31 March 2020 31 March 2019
Current (not past due) 2,728 4,274
More than 90 days past due 200 246
Expected credit losses (Loss allowance provision)* (21) (26)
Carrying amount of trade receivables (net of impairment) 3,898 5,464
*The Group believes that the unimpaired amounts that are past due by more than 90 days are still collectable in full, based on
historical payment behaviour.
(ii) Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial
liabilities that are settled by delivering cash or another financial asset. The Group’s approach to managing liquidity is to
ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are fallen due, under both
normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation.
The Group believes that its liquidity position, including total cash and cash equivalent and bank balances other than cash
and cash equivalent of ` 4,724 million as at 31 March 2020 (31 March 2019: ` 3,530 million), anticipated future internally
generated funds from operations, and its fully available, revolving undrawn credit facility will enable it to meet its future
known obligations in the ordinary course of business. However, if a liquidity needs were to arise, the Group believes it
has access to financing arrangements, value of unencumbered assets, which should enable it to meet its ongoing capital,
operating, and other liquidity requirements. The Group will continue to consider various borrowing or leasing options to
maximize liquidity and supplement cash requirements as necessary.
The Group's liquidity management process as monitored by management, includes the following:
- Day to day funding, managed by monitoring future cash flows to ensure that requirements can be met.
- Maintaining rolling forecasts of the Group’s liquidity position on the basis of expected cash flows.
- Maintaining diversified credit lines.
I. Financing arrangements
The Group had access to the following undrawn borrowing facilities at the end of the reporting period:
(` in Million)
31 March 2020 31 March 2019
From banks - Current 4,402 1,254
From banks - Non current 150 875
From others 253 6
244
II. Maturities of financial liabilities
The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and
undiscounted: (` in Million)
Borrowings 1,150 - 1,150 - 1,150
Lease Liability* 376 - 421 357 778
Other financial liabilities - - - - -
Current liabilities
Borrowings 3,124 3,124 - - 3,124
Lease Liability* 506 506 - - 506
Trade payables 5,093 5,093 - - 5,093
Total 11,903 10,377 1,571 357 12,305
* Carrying value represents discounted value as at 31 March 2020
(` in Million)
Borrowings 1,456 - 1,456 - 1,456
Other financial liabilities 12 - 12 - 12
Current liabilities
Borrowings 3,873 3,873 - - 3,873
Trade payables 4,103 4,103 - - 4,103
Total 11,388 9,920 1,468 - 11,388
(iii) Market risk

Market risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market prices.
Market risk comprises two types of risk: currency risk and interest rate risk. The objective of market risk management is to
manage and control market risk exposures within acceptable parameters, while optimising the return.
Currency risk
Currency risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in foreign exchange
rates. The Group is exposed to the effects of fluctuation in the prevailing foreign currency exchange rates on its financial
position and cash flows. Exposure arises primarily due to exchange rate fluctuations between the functional currency and other
currencies from the Group's operating, investing and financing activities.
245

The summary of quantitative data about the Group's exposure to currency risk, as expressed in Indian Rupees, as at 31 March
2020 and 31 March 2019 are as below:
(` in Million)
USD EURO CHF JPY
Financial assets
Trade receivables 527 477 - -
527 477 - -
Borrowings 516 - - -
Trade payables 194 129 2 70
710 129 2 70

USD EURO CHF JPY
Financial assets
Trade receivables 280 708 - -
280 708 - -
Borrowings - 280 - -
Trade payables 186 66 1 32
186 346 1 32
A reasonably possible strengthening (weakening) of the Indian Rupee against below currencies at 31 March 2020 (previous
year ended as on 31 March 2019) would have affected the measurement of financial instruments denominated in functional
currency and affected equity and profit or loss by the amounts shown below. This analysis is performed on foreign currency
denominated monetary financial assets and financial liabilities outstanding as at the year end. This analysis assumes that all
other variables, in particular interest rates, remain constant and ignores any impact of forecast sales and purchases.
(` in Million)
USD (2) 2 (1) 1
EUR 3 (3) 2 (2)
CHF - - - -
JPY - - - -
1 (1) 1 (1)
USD 1 (1) 1 (1)
EUR 4 (4) 3 (3)
CHF - - - -
JPY - - - -
5 (5) 4 (4)
USD: United States Dollar, EUR: Euro, CHF: Swiss Franc, JPY: Japanese Yen
246
The group uses derivative financial instruments exclusively for hedging financial risks that arise from its commercial business or
financing activities. The following table details the foreign currency derivative contracts outstanding at the end of the reporting
period:
(` in Million)
Outstanding Contracts No. of Deals Contract value of Maturity
foreign Currency Up to 12 months More than 12 months
(In Million) Nominal Amount Nominal Amount
(In Million) (In Million)
As at As at As at As at As at As at As at As at
31 March 31 March 31 March 31 March 31 March 31 March 31 March 31 March
2020 2019 2020 2019 2020 2019 2020 2019
INR/USD Sell forward 17 7 2 1 158 51 - -
INR/EUR Sell forward 11 6 2 1 146 84 - -
INR/USD Buy forward 2 2 1 2 46 61 - 46
INR/USD Call option 2 2 4 5 96 85 200 296
Interest rate swap#
INR/USD Buy 2 2 4 5 96 85 200 296
# Represent principal amount of loan hedged
The following table details the group's sensitivity to a 1% increase and decrease in the ` against the relevant foreign currency. The
sensitivity analysis includes only outstanding forward exchange contracts as tabulated above and adjusts their translation at the
period end for 1% change in foreign currency rates. A positive number below indicates an increase in profit before tax or vice-versa.
(` in Million)
INR/USD Buy forward - - - -
6 (6) 4 (4)
INR/USD Buy forward 1 (1) 1 (1)
7 (7) 5 (5)
USD: United States Dollar, EUR: Euro
(iii) Market risk
Interest rate risk
Interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest
rates. The Group’s main interest rate risk arises from long-term borrowings with variable rates, which expose the Group to cash
flow interest rate risk.
247
Exposure to interest rate risk
The Group’s interest rate risk arises majorly from the term loans from banks carrying floating rate of interest. These obligations
exposes the Group to cash flow interest rate risk. The exposure of the Group’s borrowing to interest rate changes as reported
to the management at the end of the reporting period are as follows:
(` in Million)
31 March 2020 31 March 2019
Non current borrowings 1,150 1,163
Current borrowings 3,124 3,734
Current maturities of non-current borrowings 1,045 1,440
Total 5,319 6,337
Cash flow sensitivity analysis for variable-rate instruments

A reasonably possible change of 50 basis points (bps) in interest rates at the reporting date would have increased (decreased)
equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign
currency exchange rates, remain constant.
(` in Million)
50 bps increase 50 bps decrease 50 bps increase 50 bps decrease
Interest on term loans from banks
2.45 Capital management
For the purpose of the Group’s capital management, capital includes issued equity share capital, share premium and all other
equity reserves attributable to the equity holders of the parent. The primary objective of the management of the Group’s capital
structure is to maintain an efficient mix of debt and equity in order to achieve a low cost of capital, while taking into account
the desirability of retaining financial flexibility to pursue business opportunities and adequate access to liquidity to mitigate the
effect of unforeseen events on cash flows.
The Group manages its capital structure and makes adjustments to it in light of changes in economic conditions. To maintain or
adjust the capital structure, the Group may return capital to shareholders, raise new debt or issue new shares.
The Group monitors capital on the basis of the debt to capital ratio, which is calculated as interest-bearing debts less cash and
cash equivalents divided by total capital (equity attributable to owners of the parent plus interest-bearing debts).
(` in Million)
31 March 2020 31 March 2019
Current borrowings (including lease liabilities) 3,630 3,873
Non-current borrowings (including current maturities and lease liabilities) 2,547 2,932
Less : Cash and cash equivalents (947) (303)
Adjusted net debt (A) 5,230 6,502
Total equity (B) 9,750 11,951
Adjusted net debt to adjusted equity ratio (A/B) 53.6% 54.4%
2.46 Impairment in Minda KTSN Plastic Solutions GmbH & Co. KG, Germany (including its subsidiaries)
The Board of Directors of the Company, subsequent to the year-end, in their meeting dated 09 June 2020 have decided to
withdraw the financial support to its material wholly owned subsidiary Minda KTSN Plastic Solutions GmbH Co. & KG, Germany
(MKTSN), pursuant to which MKTSN has filed for insolvency.
Pursuant to above, MKTSN along with its subsidiary companies has prepared its financial statements for the year ended
31 March 2020 on the assumption that the fundamental accounting assumption of going concern is no longer appropriate.
Consequently, all assets have been valued at net realisable value or carrying value, whichever is lower, and liabilities have
been reflected at the values at which they are expected to be discharged. The Group has recorded charge of ` 2,222 million
in respect of reduction in carrying value of property, plant and equipment and other assets and recognition of liabilities
248
primarily related to severance costs which has been presented as exceptional items in the consolidated financial statements.
Further, goodwill arising on consolidation relating to MKTSN amounting to ` 711 million has also been impaired.
The approach used to determine the Fair Value less Cost of Disposal (‘FVLCD’) were as follows:
Property, plant and equipment (except Land) has been valued using Depreciated Replacement Costs method and Land has
been valued using Market Rent method. All other assets has been valued based on its net realisable value and liabilities have
been reflected at the values at which they are expected to be discharged. Further, an appropriate of costs of disposals has
been deducted from the above net realisable value.
The carrying value and fair value of assets and liabilities related to the MKTSN is mentioned below:
(` in Million)
Particulars Carrying Adjustment to Fair value
value carrying value less cost of
to fair value disposal
Assets
- Property, plant and equipment (including right-of-use assets) 2,221 (293) 1,928
- Capital work-in-progress 5 (4) 1
- Goodwill 711 (711) -
- Other intangible assets 30 (30) -
- Other Non-current assets - - -
- Inventories 787 (216) 571
- Trade receivables 559 (64) 495
- Other financial assets 900 (395) 505
- Other current assets 501 (471) 30
Liabilities
- Borrowings 1,874 - 1,874
- Other financials liabilities 657 - 657
- Lease liabilities 341 3 338
- Trade Payables 930 - 930
- Other current liabilities 169 (9) 178
- Provisions 72 (743) 815
Total 9,757 (2,933) 8,322
2.47 Jointly controlled entities/associate
(a) The following table summarises the financial information of Furukawa Electric Private Limited ('FEPL') (formerly known as
Minda Furukawa Electric Private Limited (Joint venture upto 27 December 2018, associate w.e.f. 28 December 2018 ) based
on the audited numbers (also refer note 2.41) and the carrying amount of the Group's interest in jointly controlled entity/
associate:
(` in Million)
31 March 2020 31 March 2019
Percentage ownership interest 25% 25%
Other current assets 969 1,246
Total non-current assets 881 858
Current liabilities 934 880
Financial liabilities (excluding trade payables and provisions) 984 1,346
Other liabilities 28 118
Total current liabilities 1,946 2,344
Total non-current liabilities 24 17
Total liabilities 1,970 2,361
Net Assets 188 30
Group’s share of net assets 47 7
Other adjustments 135 136
Carrying amount of interest in joint venture/associate 182 144
249
(` in Million)
31 March 2020 31 March 2019
Other income 24 33
Depreciation and amortisation 128 125
Income tax expense - 2
Profit for the year 162 188
Other comprehensive income (4) 1
Total comprehensive income 158 189
Group’s share of profit 41 47
Group’s share of OCI (1) -
Group’s share of total comprehensive income 40 47
(b) The following table summarises the financial information of Minda Stoneridge Instruments Limited ('MSIL') and the carrying
amount of the Group's interest in jointly controlled entity:
(` in Million)
31 March 2020 31 March 2019
Other current assets 1,735 1,645
Financial liabilities ( excluding trade payables and provisions) 67 137
Total current liabilities 929 911
Total liabilities 1,076 998
Net Assets 1,667 1,465
Group’s share of net assets 850 747
Other adjustments 269 268
Carrying amount of interest in joint venture 1,119 1,015
(` in Million)
31 March 2020 31 March 2019
Other income 60 28
Income tax expense 77 125
Profit for the year 223 324
Total comprehensive income 218 326
Group’s share of profit 114 165
Group’s share of OCI (3) 1
Group’s share of total comprehensive income 111 166
250
(C) The following table summarises the financial information of Minda Vast Access System Private Limited (MVASPL) and the
carrying amount of the Group's interest in jointly controlled entity:
(` in Million)
31 March 2020 31 March 2019
Other current assets 547 715
Total current assets 576 725
Financial liabilities (excluding trade payables and provisions) 23 88
Total current liabilities 446 521
Total liabilities 485 559
Net Assets 895 956
Group’s share of net assets (50%) 447 478
Other adjustments (1) -
Carrying amount of interest in joint venture 446 478
(` in Million)
31 March 2020 31 March 2019
Other income 60 12
Income tax expense (28) 24
Profit for the year (58) 69
Total comprehensive income (61) 70
Group’s share of Profit (29) 35
Group’s share of OCI (2) -
Group’s share of total comprehensive income (31) 35
2.48 The Group has a process whereby periodically all long term contracts are assessed for material foreseeable losses. At the year
end, the Group has reviewed and noted that there are no foreseeable losses on long term contracts. Accordingly, no provision
is required to be created in the books of account under any law / accounting standards.
2.49 (a) For the year ended 31 March 2019, pursuant to the Scheme of Amalgamation ('Scheme') under the provisions of Section
230 to 232 of the Companies Act, 2013, for amalgamation of Minda SAI Limited, Minda Automotive Solutions Limited, Minda
Management Services Limited, Minda Autoelektrik Limited and Minda Telematics and Electric Mobility Solutions Private
Limited (formerly EI Labs India Private Limited) (together referred to as “transferor companies”), into Minda Corporation Limited
(“transferee company”) as approved by the Hon'ble National Company Law Tribunal vide its order dated 19 July 2019, all the
assets, liabilities, reserves and surplus of the transferor companies have been transferred to and vested in the Company
without any consideration. The Company received the certified copy of the order and has filed the order copy with ROC, Delhi.
The Transferor Companies being wholly owned subsidiaries of the Company, neither any shares were required to be issued
nor any consideration was paid. For certain subsidiaries, an amount of ` 460 million, being difference between the amount of
investment in the equity shares of the Transferor companies appearing in the books of account of the Transferee Company
and the amount of issued, subscribed and paid-up share capital standing credited in the book of account of the Transferor
Companies has been transferred to capital reserve in the books of account of the Transferee Company. Further, for certain
other subsidiaries, an amount of ` 204 million being excess of difference between Investment in equity shares of the Transferor
companies and paid-up share capital of all the transferor companies were presented under Goodwill. Consequently, during the
previous year, the Standalone Financial Statements for the year ended 31 March 2019 which were earlier approved by Board
of Directors at their meeting held on 28 May 2019 were revised only to give effect to the aforesaid Scheme of Amalgamation.
251
(b) Accordingly, in the previous year, the amalgamation was accounted under the 'pooling of interests' method in accordance
with Appendix C of Ind AS 103 'Business Combinations' and comparatives were re-presented for amalgamation with effect from
the beginning of the preceding period.
2.50 In March 2020, the World Health Organisation declared the COVID-19 to be a pandemic. Consequent to this, Government
of India declared a nationwide lockdown on 25 March 2020, which has impacted the business activities of the Group. The
Group has assessed the impact that may result from this pandemic on its liquidity position, carrying amount of receivables,
inventories, tangible and intangible assets, investment and other assets / liabilities. In developing the assumptions relating
to the possible future uncertainties in the global economic condition because of this pandemic, the Group has considered
internal and external information available till the date of approval of these financial result and has assessed its situation.
In that context and based on the current estimates the Group believes that COVID-19 is not unlikely to have any material impact
on financial statements, liquidity or ability to service its debt or other obligations. However the overall economic environment,
being uncertain due to COVID-19, may affect the underlying assumptions and estimates in future, which may differ from those
considered as at the date of approval of these financial statements. The Group would closely monitor such developments in
future economic conditions and consider their impact on financial statement of the relevant periods.
2.51 The Group has established a comprehensive system of maintenance of information and documents as required by the transfer
pricing legislation under section 92-92F of the Income Tax Act, 1961. Since the law requires existence of such information
and documentation to be contemporaneous in nature, the Group is in the process of updating the documentation for the
transactions entered into with the associated enterprises during the financial year and expects such records to be in existence
latest by due date as required under the law. The management is of the opinion that its transactions with the associated
enterprises are at arm’s length so that the aforesaid legislation will not have any impact on the financial statements, particularly
on the amount of tax expense and that of provision for taxation.
2.52 Previous year's figures have been regrouped/ reclassified wherever necessary to correspond with the current year's
classification/ disclosure.

(DIN:-03033960)

252
FORM NO. AOC 1
Statement containing salient features of the financial statements of subsidiaries/associate companies/joint ventures
Pursuant to first proviso to sub-section(3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014
Part A - Subsidiaries
(` in Million)
Sl. Name of the Subsidiary Total Total Liabilities Investments Turnover Profit before Provision for Profit after Proposed % of
No. Assets (1) Taxation Taxation Taxation Dividend shareholding
1 Minda Stoneridge Instruments Limited 2,742.99 2,742.99 - 3,810.34 300.40 77.17 223.23 - 51%
2 Spark Minda Foundation 15.73 15.73 - - 6.31 - 6.31 - 100%
3 Minda Europe B.V. 26.72 26.72 - - - - - - 100%
4 Minda KTSN Plastic Solutions GmbH 3,783.56 3,783.56 - 4,710.69 (2,299.35) 48.78 (2,348.13) 100%
& Co. KG
5 Minda KTSN Plastic & Tooling 321.05 321.05 - 462.46 (28.08) 5.46 (33.55) - 100%
Solutions Sp.z.o.o.
6 KTSN Kunststofftechnik Sachsen 2.31 2.31 - - - 0.11 - 100%
Beteilingungs GmbH
7 Minda KTSN Plastic Solutions S.R.O, 4.98 4.98 - 33.40 (86.01) - (86.01) - 100%
Czech Republic
8 Minda KTSN Plastic Solutions Mexico, 887.54 887.54 - 1,266.68 (804.38) 10.88 (815.26) - 100%
S. de R.L. de C.V
9 Almighty International Pte. Ltd. 587.62 587.62 - - 30.60 - 30.60 - 100%
10 PT Minda Automotive Indonesia 594.13 594.13 - 689.02 (6.21) (0.81) (5.40) 55.86 100%
11 PT Minda Automotive Trading 45.76 45.76 - 79.23 5.90 1.23 0.00 - 100%
12 Minda Vietnam Automotive Company 372.02 372.02 - 476.07 63.80 10.14 53.67 - 100%
CORPORATE OVERVIEW
Limited
13 ESOP Trust 124.01 124.01 - - (7.54) - (7.54) - -
mANAGEMENT REPORTS
253
Part B- Associates and Joint Ventures
Sl. Name of the Joint venture Minda VAST Access Systems Furkawa Minda Electric
No. Private Limited Private Limited
1 Latest audited Balance Sheet Date 31st March 2020 31st March 2020
2 Shares of Associate/ Joint Ventures
held by the company on the year end
No. 21,332,700 29,375,000
Amount of investment in Assoiciates/ 0* 272,584,430
Joint Ventures
Extent of Holding % 50% 25%
3 Description of how there is We have 50% control on Board. We have 25% control on Board.
significance influence
4 Reason why the associate/ Joint Ind AS 28 does not allow to consoldiate Ind AS 28 does not allow to consoldiate
Venture is not consolidated jointly contolled entity. jointly contolled entity.
5 Net Worth attributable to 446 47
Shareholding as per latest audited
Balance Sheet
6 Profit/ Loss for the year (60) 162
i Considered in Consolidation (30) 41
ii Not considered in Consolidation (30) 122
* Amount in absolute is Rs 901 (31 March 2019: Rs 901)

Directors of Minda Corporation Limited
Ashok Minda
Place : Gurugram Chairman and Group CEO
Date: 15 July 2020 (DIN 00054727)
254
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CIN: L74899DL1985PLC020401

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REDEFINE,

“The Times They Are

The Indian automobile industry is witnessing a

Minda Corporation Limited is no stranger

Minda Corporation is the flagship The strong aftermarket distribution

April 2019 June 2019

` In Million FY 2020 FY 2019 FY 2018 FY 2017 FY 2016*

Operating Revenue in ` Mn ROCE

FY 2018 FY 2019 FY 2020 FY 2018 FY 2019 FY 2020

EBITDA Dividend Payout

FY 2018 FY 2019 FY 2020 FY 2018 FY 2019 FY 2020

Net Debt/Equity (times) Basic EPS in `

FY 2018 FY 2019 FY 2020 -8.98

The year ahead continues to be uncertain but

As a counter measure to the difficult

Ashok Kumar Jha

At Minda Corporation, we have been

Redefine is a thought process; it is about

For Minda Corporation, recalibration is happening across

We have time and again relooked at our hiring process

For Minda Corporation, Recalibration is a disciplined

With COVID-19, we are looking at it as an opportunity

Redefine and Recalibrate helps us to Recreate with agility

Spark Minda Technical Centre (SMIT)

• Designed and developed ECUs for Smart Rotavator and

• Developed Flashers and general purpose Electronic

• Successfully facilitated Telematics and Electric Mobility

• Design and development of various range of DC-DC

• Successfully implemented the Bluetooth Low Energy

To build a sustainable society through

Aakarshan Skill Development Program

Locations: Ten Aakarshan Skill Development centres in states

Courses offered: Industrial tailoring, Spoken English training,

Benefits: The programme reached out to over 1,500 students

Milestone: The Company has imparted skill training to over

Dual System of Training programme Business Integrated Prison program

Locations: Delhi (Tihar) and Maharashtra (Yerwada, Nagpur,

Benefits: A total of 127 inmates are engaged in the

Saksham: Empowerment of Persons with

Milestone: The Company has facilitated fitment of 7,982

Women Empowerment through improved

Location: Uttar Pradesh, Uttarakhand, Haryana, Tamil Nadu

Benefits: Since 2014, more than 3,000 women and

Awards and Accolades

National CSR Award 2019-20 Award by the Social Welfare Ministry of

COMPANY SECRETARY & INTERNAL AUDITORS

Industry overview players in the global automotive field to rethink

In terms of end market, the Company’s revenue from PV

For the year under review, the Company posted a revenue of

The Company classifies its business in four

Mechatronics Information & Plastics & Interiors Aftermarket

Product Portfolio Key Divisions/Companies Key Customers No. of Plant Locations

A. Safety Security Division

the Company is focusing in early vendor involvement, cost

The technological capability of the Companies is backed

E. Minda VAST Access Systems

As technology marches on, the Company recognizes that

The Company’s JV partner VAST is supporting in addition of

Information and Connected Systems

0C) More Energy consumption of SPM-03 b)

respective meetings. Important decisions taken at Board k)