Minda Corporation Limited — Proxy Solicitation & Information Statement 2019

Jan 25, 2019

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January 25, 2019

The Officer-In-Charge (Listing) Listing Department National Stock Exchange of India Ltd., Exchange Plaza, Bandra Kurla Complex, Bandra (East), Mumbai - 400 051 Symbol:MINDACORP	Head - Listing Operations, BSE Limited, P.J. Towers, Dalal Street, Fort, Mumbai – 400 001 Scrip Code: 538962

Sub: Information under Sections 230 to 232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 regarding notice convening the meeting of Equity Shareholders of Minda Corporation Limited pursuant to the order dated January 23, 2019 of the Hon’ble National Company Law Tribunal, New Delhi

Dear Sir,

Pursuant to Sections 230 to 232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, notice is hereby given that the NCLT convened meeting of the Equity Shareholders along with its Secured and Unsecured Creditors of the Company will be held as per the details below to consider the Scheme of Amalgamation between Minda Management Services Limited, Minda SAI Limited, Minda Automotive Solutions Limited, Minda Autoelektrik Limited, Minda Telematics and Electric Mobility Solutions Private Limited (Transferor Companies) with Minda Corporation Limited (Transferee Company) and their respective shareholders and creditors:-

A. February 25, 2019 (Monday)

A. February 25, 2019 (Monday)
Meetings of	Time
Equity Shareholders of MindaCorporation Limited(TransfereeCompany)	09.30 A.M.
Venue: PHD House, 4/2, August Kranti Marg, Siri Institutional Area, Block A, Nipccd Campus, Hauz Khas,New Delhi-110016

B. February 26, 2019 (Tuesday)

B. February 26, 2019 (Tuesday)
Meetings of	Time
SecuredCreditors of MindaCorporation Limited(Transferee Company)	09.30 A.M.
Unsecured Creditors of Minda Corporation Limited (Transferee Company)	11.30 A.M.
Venue: PHD House, 4/2, August Kranti Marg, Siri Institutional Area, Block A, Nipccd Campus, Hauz Khas,New Delhi-110016

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Copies of the notices of the above meetings along with the Explanatory Statement and Scheme of Amalgamation annexures are attached herewith for your information and records.

Thanking you,

Yours faithfully,

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MINDA CORPORATION LIMITED

Registered Office : A-15, Ashok Vihar, Phase- 1, Delhi – 110052 Tel No. : 0124-4698400 CIN : L74899DL1985PLC020401 E-Mail : investor@minda.co.in Website : www.minda.co.in

NOTICE OF THE MEETING OF THE UNSECURED CREDITORS OF MINDA CORPORATION LIMITED

(Convened pursuant to order dated January 23, 2019 passed by the Hon’ble National Company Law Tribunal, New Delhi)

DETAILS OF NCLT CONVENED MEETING OF UNSECURED CREDITORS

		DETAILS OF NCLT CONVENED MEETING OF UNSECURED CREDITORS
Day		Tuesday
Date		February 26, 2019
Time		11.30 A.M. (IST)
Venue		PHD Chamber of Commerce and Industry, PHD House, 4/2, August Kranti Marg, Siri Institutional Area, Block A, Nipccd Campus, Hauz Khas, New Delhi-110016
INDEX
S. No.	Contents
1	Notice of meeting of the Unsecured Creditors of Minda Corporation Limited (‘Transferee Company) convened by Order of the Hon’ble National Company Law Tribunal, New Delhi (‘NCLT’) under the provisions of Sections 230-232 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016
2	Explanatory Statement under Section 230 & Section 102 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 to the Notice of the NCLT convened meeting of the Unsecured Creditors of Minda Corporation Limited
3	Attendance Slip
4	Proxy Form
5	Route Map to the venue of the meeting

NOTE: PLEASE ALSO REFER TO THE ENCLOSED SCHEME OF AMALGAMATION ALONG WITH ANNEXURES-96 PAGES

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BEFORE THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, NEW DELHI COMPANY APPLICATION NO. C.A. (CAA) - 178/(ND)/2018 CONNECTED WITH

COMPANY APPLICATION NO. C.A.-1180/(PB)/2018

In the matter of Companies Act, 2013;

AND

In the matter of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013;

AND

In the matter of the Scheme of Amalgamation of Minda Management Services Limited, Minda SAI Limited, Minda Automotive Solutions Limited, Minda Autoelektrik Limited and Minda Telematics and Electric Mobility Solutions Private Limited and Minda Corporation Limited and their respective shareholders and creditors;

MINDA MANAGEMENT SERVICES LIMITED

(CIN: U74140DL2004PLC125552)

A Public Limited Company incorporated under the provisions of the Companies Act, 1956 having its registered office at A-15, Ashok Vihar, Phase – I, New Delhi-110052

registered offce at A-15, Ashok Vihar, Phase – I, New Delhi-110052	Transferor Company No. 1
MINDA SAI LIMITED
(CIN: U31905DL1981PLC127345)
A Public Limited Company incorporated under the provisions of the Companies Act, 1956 having its
registered offce at A-15, Ashok Vihar, Phase - I, New Delhi – 110052	Transferor Company No. 2
MINDA AUTOMOTIVE SOLUTIONS LIMITED
(CIN: U51909DL1985PLC021049)
A Public Limited Company incorporated under the provisions of the Companies Act, 1956 having its
registered offce at A-15, Ashok Vihar, Phase - I, New Delhi – 110052	Transferor Company No. 3

A Public Limited Company incorporated under the provisions of the Companies Act, 1956 having its registered office at A-15, Ashok Vihar, Phase - I, New Delhi – 110052

MINDA AUTOELEKTRIK LIMITED

(CIN: U29221DL2007PLC160549)

A Public Limited Company incorporated under the provisions of the Companies Act, 1956 having its registered office at A-15, Ashok Vihar, Phase - I, New Delhi – 110052

Transferor Company No. 4 MINDA TELEMATICS AND ELECTRIC MOBILITY SOLUTIONS PRIVATE LIMITED (CIN: U73100KA2004PTC033241) A Private Limited Company incorporated under the provisions of the Companies Act, 1956 having its registered office at Plot No. 18, Sy No. 43, Electronic City, 2[nd] Phase, Hosur Road, Bangalore, Karnataka - 560100 Transferor Company No. 5 AND MINDA CORPORATION LIMITED (CIN: L74899DL1985PLC020401) A Listed Public Company incorporated under the provisions of the Indian Companies Act, 1882 having its registered office at A-15, Ashok Vihar, Phase – I, New Delhi - 110052 Transferee Company

A Listed Public Company incorporated under the provisions of the Indian Companies Act, 1882 having its registered office at A-15, Ashok Vihar, Phase – I, New Delhi - 110052

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FORM NO. CAA 2

[Pursuant to Section 230 (3) and Rule 6 and 7 of Companies (Compromises, Arrangements and Amalgamations) Rules, 2016] Company Application No. C.A. (CAA) - 178/(ND)/2018

connected with

Company Application No. C.A.-1180/(PB)/2018

MINDA CORPORATION LIMITED

NOTICE CONVENING THE MEETING OF UNSECURED CREDITORS OF MINDA CORPORATION LIMITED PURSUANT TO THE ORDER DATED JANUARY 23, 2019 OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, NEW DELHI

To

The Unsecured Creditors of Minda Corporation Limited (the “ Company ” or the “Transferee Company” )

NOTICE is hereby given that by an order dated January 23, 2019 (the “Order”) , in the abovementioned Company Application No. C.A. (CAA)-178/(ND)/2018 connected with Company Application No. C.A.-1180/(PB)/2018, the Hon’ble National Company Law Tribunal, New Delhi (“NCLT” or “Tribunal”) has directed a meeting to be held of the Unsecured Creditors of the Transferee Company (“NCLT Convened Meeting”), for the purpose of considering, and if thought fit, approving with or without modification(s), the Scheme of Amalgamation of Minda Management Services Limited, Minda SAI Limited, Minda Automotive Solutions Limited, Minda Autoelektrik Limited and Minda Telematics and Electric Mobility Solutions Private Limited (“Transferor Companies”) into and with Minda Corporation Limited (“Transferee Company”) and their respective Shareholders and Creditors (“Scheme”) .

In pursuance of the said Order and as directed therein, further notice is hereby given that a meeting of the Unsecured Creditors of the Company will be held to transact the special business on Tuesday, February 26, 2019 at 11:30 A.M. at PHD Chamber of Commerce and Industry, PHD House, 4/2, August Kranti Marg, Siri Institutional Area, Block A, Nipccd Campus, Hauz Khas, New Delhi-110016 at which time and place the said Unsecured Creditors are requested to attend, to consider and if thought fit, approve with or without modification(s), the resolution set out below in this Notice under Sections 230 to 232 and other applicable provisions, if any of the Companies Act, 2013 read with rules framed thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) with the requisite majority.

“RESOLVED THAT pursuant to the provisions of Sections 230 to 232 of the Companies Act, 2013 read with the Companies(Compromises, Arrangements and Amalgamations) Rules, 2016, all other rules, circulars and notifications issued thereunder, as may be applicable, and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof for the time being in force), the National Company Law Tribunal Rules, 2016, and provisions of any other applicable law / statute, if any, and in accordance with the relevant clauses of the Memorandum of Association and Articles of Association of the Company and subject to the approval of the Hon’ble National Company Law Tribunal and approval of such other regulatory / statutory / government authority(ies), as may be necessary or as may be directed by the Hon’ble NCLT or such other competent authority(ies), as the case may be, approval of the unsecured creditors of the Company be and is hereby accorded to the proposed Scheme of Amalgamation of Minda Management Services Limited, Minda SAI Limited, Minda Automotive Solutions Limited, Minda Autoelektrik Limited and Minda Telematics and Electric Mobility Solutions Private Limited (“Transferor Companies”) into and with Minda Corporation Limited (“Transferee Company”) and their respective Shareholders and Creditors (“Scheme”) .

RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter called the ‘Board’, which term shall be deemed to include any person(s) authorized and / or one or more committee(s) which the Board may have constituted or hereinafter constitute to exercise its powers including the powers conferred by this resolution), be and are hereby authorized to do all such acts, deeds, matters and things, as may be considered requisite, desirable, appropriate or necessary to give effect to this resolution and effectively implement the Scheme of Amalgamation and to accept such modifications, amendments, limitations and/or conditions, if any, (including withdrawal of the Scheme), which may be required or directed by the Hon’ble National Company Law Tribunal while sanctioning the Scheme or by any authorities under law or as may be required for the purpose of resolving any doubts or difficulties that may arise in giving effect to the Scheme, as the Board of Directors may deem fit and proper.”

Explanatory Statement pertaining to the said resolution setting out the material facts and reasons thereof under Section 230, Section 102 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 along with copy of the Scheme and other annexures including Proxy Form and Attendance Slip (as indicated in the index) are enclosed herewith. Copies of the same can also be obtained free of cost from the registered office of the Company situated at A-15, Ashok Vihar, Phase – I, New Delhi – 110052 or at the office of authorised representative of the Applicant Companies i.e. Sanjay Grover/ Devesh Kumar Vasisht/ Neeraj Arora, Company Secretaries in Practise having office at B-88, 1st Floor, Defence Colony, New Delhi-110024.

The Hon’ble National Company Law Tribunal, New Delhi, has appointed Ms. Lakshmi Gurung, Advocate as Chairperson and Mrs. Vibhooti Malhotra, Advocate as an Alternate Chairperson of the said meeting.

Further, as directed by the Hon’ble National Company Law Tribunal, New Delhi, Ms. Aditi Gupta, Practising Company Secretary, has been appointed as a Scrutinizer for the said meeting of the Unsecured Creditors for conducting the voting through ballot paper at the venue of the meeting in a fair and transparent manner.

The above-mentioned Scheme of Amalgamation, if approved by the Unsecured Creditors in the aforesaid meeting, will be subject to the subsequent approval by the Hon’ble National Company Law Tribunal, New Delhi.

Dated: 24[th] day of January, 2019 Place: New Delhi

Sd/Ms. Lakshmi Gurung Chairperson appointed for the meeting

Registered Office :

A-15, Ashok Vihar, Phase - I, New Delhi – 110052

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NOTES:

1. AN UNSECURED CREDITOR ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY / PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF / HERSELF AND SUCH A PROXY / PROXIES SO APPOINTED NEED NOT TO BE ANOTHER UNSECURED CREDITOR OF THE TRANSFEREE COMPANY’. THE FORM OF PROXY DULY COMPLETED SHOULD, HOWEVER, BE DEPOSITED AT THE REGISTERED OFFICE OF THE TRANSFEREE COMPANY’SITUATED AT A-15, ASHOK VIHAR, PHASE - I, NEW DELHI – 110052 NOT LESS THAN 48 HOURS BEFORE THE SCHEDULED TIME OF COMMENCEMENT OF THE AFORESAID MEETING.

1. All alterations made in the Form of Proxy should be initialed Incomplete, unsigned, improperly or incorrectly completed proxy form may be rejected by the Scrutinizer.

2. Form of proxy is annexed to this Notice and can also be obtained from the registered office of the Transferee Company ’ .

3. The Unsecured Creditors are ascertained as on August 31, 2018 i.e. cut-off date. The voting rights of the Unsecured Creditors shall be in proportion to the outstanding amount due by the Transferee Company as on cut-off date. Individual notice, explanatory statement together with the accompanying documents is being sent to all Unsecured creditors of Transferee Company as on cut-off date, either by Registered Post or Speed Post or Courier or E-mail at their registered address. The notice may also be accessed on the website of the Company i.e. www. minda.co.in

4. The authorized representative of a Body Corporate, which is a Unsecured Creditor of the Transferee Company may attend and vote at the NCLT convened meeting of Unsecured Creditors of the Transferee Company provided a certified true copy of the resolution of the Board of Directors of such Body Corporate authorizing such representative to attend and vote at the NCLT Convened meeting of Unsecured Creditors is deposited at the registered office of the Transferee Company situated at A-15, Ashok Vihar, Phase - I, New Delhi – 110052 at least 48 hours before the commencement of the meeting.

5. Unsecured Creditors are requested to bring and hand over the enclosed Attendance Slip, duly filled and signed in accordance with their specimen signature(s) registered with the Transferee Company for admission to the meeting hall, accompanied by valid identity proof with photograph issued by any statutory/ government authority.

6. Route map and details of prominent land mark of the venue of the meeting is provided and forms part of the Notice.

7. During the period beginning 24 (twenty four) hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting, an unsecured creditor would be entitled to inspect the proxies lodged at any time during the business hours of the Transferee Company, provided that not less than 3 (three) days of notice in writing is given to the Transferee Company.

8. The quorum of the Meeting of the Unsecured Creditors of the Transferee Company shall be 300 in numbers. In case the quorum is not present in the Meeting at the scheduled time, then the Meeting shall be adjourned by half an hour, and thereafter, the person present at the Meeting shall be deemed to constitute the quorum.

9. Unsecured Creditors, as on the cut-off date, shall only be entitled to vote at the venue of Meeting on the resolution set forth in the Notice. It may be noted that the voting facility through ballot paper will be provided at the venue of the Meeting.

10. As directed by the Tribunal, Ms. Aditi Gupta, Practising Company Secretary, has been appointed as scrutinizer for the said NCLT convened meeting of the Unsecured Creditors for conducting the poll process in a fair and transparent manner. The Scrutinizer will after the conclusion of meeting submit its report NCLT appointed Chairperson of the meeting. Thereafter, as per Order of Hon’ble Tribunal, the Chairperson shall report the result of the meeting to the Hon’ble Tribunal within 2 weeks from the date of holding of the above said meeting.

11. The documents referred to in the accompanying Notice and Explanatory Statement, shall be open for inspection, without any fee, by the Unsecured Creditors of Company at its registered office between 10.00 am to 5.00 pm on all working days, except Saturdays, Sundays and Public Holidays, up to 1 (one) day prior to the date of the NCLT convened meeting.

12. The Notice convening the aforesaid NCLT convened meeting will be published through advertisement in (i) Financial Express (in Delhi Edition), an English language and (ii) Jansatta (in Delhi Edition) in Hindi language.

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EXPLANATORY STATEMENT UNDER SECTION 230 & SECTION 102 OF THE COMPANIES ACT, 2013 READ WITH RULE 6 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 TO THE NOTICE OF THE NCLT CONVENED MEETINGS

The National Company Law Tribunal, New Delhi, by Order dated [Month & Date], 2019 (“Order”) in the Company Application referred to above, with respect to the Scheme of Amalgamation of Minda Management Services Limited, Minda SAI Limited, Minda Automotive Solutions Limited, Minda Autoelektrik Limited and Minda Telematics and Electric Mobility Solutions Private Limited (“Transferor Companies”) into and with Minda Corporation Limited(“Transferee Company”) and their respective shareholders and creditors (“Scheme”) has directed for convening the meetings of - (i) Unsecured Creditors of Transferor Companies No. 1,2,3,4 and Transferee Company; (ii) Secured Creditors of the Transferor Companies No. 1,2 & 4 and Transferee Company; and (iii) Equity Shareholders of Transferee Company at PHD Chamber of Commerce and Industry, PHD House, 4/2 Siri Institutional Area, August Kranti Marg, New Delhi-110016 for the purpose of considering and if thought fit, approving, with or without modification(s), aforesaid Scheme of Amalgamation.

1. The definitions contained in the Scheme will apply to this explanatory statement also.

2. A copy of the Scheme setting out in detail the terms and conditions of the amalgamation, inter-alia , providing for the proposed Scheme of Amalgamation of Minda Management Services Limited, Minda SAI Limited, Minda Automotive Solutions Limited, Minda Autoelektrik Limited and Minda Telematics and Electric Mobility Solutions Private Limited into and with Minda Corporation Limited and their respective shareholders and creditors, which has been approved by the Board of Directors of the Transferee Company at its meeting held on October 01, 2018 is attached to this explanatory statement and forms part of this statement as Annexure A.

3. Minda Management Services Limited bearing CIN U74140DL2004PLC125552 (hereinafter referred to as “the Transferor Company No. 1/ Applicant Company No. 1”) was incorporated under the provisions of the Companies Act, 1956 on April 1, 2004 as a Public Limited Company under the name and style of “Minda Management Services Limited” with the Registrar of Companies, NCT of Delhi and Haryana. At present, the registered office of the Transferor No. 1 / Applicant Company No. 1 is situated at A-15, Ashok Vihar, Phase - I, New Delhi – 110052 within the jurisdiction of this Hon’ble Tribunal. Email: [Email ID]. The shares of the Transferor Company No. 1 is not listed on any stock exchange in India.

4. The share capital structure of the Transferor Company No. 1 as on 31[st] March, 2018 is as follows:

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Particulars Amount (in Rs.)
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Particulars	Amount(in Rs.)
Authorised Share Capital
6,000,000 EquityShares of Rs.10/- each	60,000,000
Total Authorised Share Capital	60,000,000
Issued, Subscribed and Paid-up Share Capital
5,500,000 EquityShares of Rs.10/- each fully paid up	55,000,000
Total Paid-up Share Capital	55,000,000

1. That the main objects of the Transferor Company No. 1/ Applicant Company No. 1 are set out in its Memorandum of Association and one of the main object of the Transferor Company No. 1/ Applicant Company No. 1 is to provide management consultancy and business support services.

2. The details of the Directors of the Transferor Company No. 1 as on December 31, 2018 are as under:

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S. No. Name of Directors Designation Address
1 Mr. Ashok Minda Director 17, Olof Palme Marg, Vasant Vihar, New Delhi - 110057
2 Mr. Ajay Kumar Sancheti Director F 802, BPT Park Prime, Sector 66, Badshahpur Gurgaon 122001 HR IN
3 Mr. Sanjay Aneja Director B-14, T-1, Bharat Appartment, Vivek Vihar, Phase-I, East Delhi -110095 IN
The details of the promoters of the Transferor Company No. 1 as on 31 [[st ]] March, 2018 are as under:
S. No. Name of the Promoters Address
1 Minda Corporation Limited A-15, Ashok Vihar, Phase – I, New Delhi – 110052
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1. The details of the promoters of the Transferor Company No. 1 as on 31[[st ]] March, 2018 are as under:

2. The Scheme has been approved unanimously by the Board of Directors of the Transferor Company No. 1 at their meeting held on October 01, 2018. Details of voting at such meeting by the Board of Directors is as under-

S. No.	Name of Directors	Vote (favour/against/abstain from voting)
1	Mr. Ashok Minda	Favour
2	Mr. AjayKumar Sancheti	Favour
3	Mr. SanjayAneja	Favour

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1. Minda SAI Limited bearing CIN U31905DL1981PLC127345 (hereinafter referred to as “the Transferor Company No. 2/ Applicant Company No. 2”) was incorporated under the provisions of the Companies Act, 1956 on April 16, 1981 as Private Limited Company under the name and style under of “Tarapur Cables (India) Private Limited”. The status of MSL was converted from a Private company to a Public company and consequently, name was changed to Tarapur Cables (India) Limited with effect from May 20, 1994.Subsequently, name of the Company was changed to “Sylea Automotive (India) Limited” and in this regard, fresh certificate of incorporation was issued by Registrar of Companies on 23[rd] day of September, 1999. Thereafter, name of the Company was again changed to “Minda SAI Limited” and in this regard, fresh certificate of incorporation was issued by Registrar of Companies on 16[th] day of July, 2003. The registered office of MSL was changed from Maharashtra to New Delhi vide Certificate dated June 25, 2004 issued by RoC, Maharashtra and vide Certificate dated July 5, 2004 issued by RoC, NCT of Delhi &Haryana. At present, the registered office of the Transferor Company No. 2/ Applicant Company No. 2 is situated at A-15, Ashok Vihar, Phase – I New Delhi – 110052 within the jurisdiction of this Hon’ble Tribunal.

2. The share capital structure of the Transferor Company No. 2 as on 31st March, 2018 is as follows:

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Particulars Amount (in Rs.)
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Particulars	Amount(in Rs.)
Authorised Share Capital
7,200,000 EquityShares of Rs.100/- each	720,000,000
Total Authorised Share Capital	720,000,000
Issued, Subscribed and Paid-up Share Capital
7,077,108 EquityShares of Rs.100/- each	707,710,800
Total Paid-up Share Capital	707,710,800

1. That the main object of the Transferor Company No. 2/ Applicant Company No. 2 is set out in its Memorandum of Association and one of the main object of the Transferor Company No. 2/ Applicant Company No. 2 is to manufacture, design and engineer, produce, install, market, erect, sell, repair, operate, lease, license, buy, import, export, overhaul, maintain distribute, commission, supervise, trade in the deal with, automotive electrical systems composed of cables, electrical harnesses, junction boxes and switches. Its involved in manufacturing of Automobile Components and Parts thereof.

2. The details of the Directors of the Transferor Company No. 2 as on December 31, 2018 are as under:

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S. No. Name of Directors Designation Address
1 Mr. Ashok Minda Director 17, Olof Palme Marg, Vasant Vihar, New Delhi-110057
2 Mr. Ramesh Chandra Jain Independent Director House no. 5305, DLF City, Phase-IV, Gurgaon, Haryana – 122002
3 Mr. Avinash Parkash Gandhi Independent Director C-2/14, Safdarjung Development Area Hauz Khas s.o, South
West Delhi 110016
4 Mr. Praveen Gupta Director B 9/11, 2nd Floor,DLF City,Phase-I, Gurgaon 122001, Haryana
5 Ms. Rita Pani Independent Director 263 a Kalpataru Horizon, S.K. Ahire Marg, TV Tower, Worli,
Mumbai 400018
6 Mr. Sanjeev Saxena CEO& Managing Director 3143, ATS Advantage, Plot-17, Ahinsa Khand-I, Indirapuram,
Ghaziabad-201014, Uttar Pradesh
13. The details of the promoters of the Transferor Company No. 2 as on 31st March, 2018 are as under:
S. No. Name of the Promoters Address
1 Minda Corporation Limited A-15, Ashok Vihar, Phase – I, New Delhi – 110052
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1. The details of the promoters of the Transferor Company No. 2 as on 31st March, 2018 are as under:

2. The Scheme has been approved unanimously by the Board of Directors of the Transferor Company No. 2 at their meeting held on October 01, 2018. Details of voting at such meeting by the Board of Directors is as under-

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S. No. Name of Directors Vote
(favour/against/abstain from voting)
1 Mr. Ashok Minda Favour
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S. No.	Name of Directors	Vote (favour/against/abstain from voting)
1	Mr. Ashok Minda	Favour
2	Mr. Ramesh Chandra Jain	Favour
3	Mr. Avinash Parkash Gandhi	Favour
4	Mr. Praveen Gupta	Favour
5	Ms. Rita Pani	Favour
6	Mr. Sanjeev Saxena	Favour

1. Minda Automotive Solutions Limited bearing CIN U51909DL1985PLC021049 (hereinafter referred to as “the Transferor Company No. 3/ Applicant Company No. 3”) was incorporated under the provisions of the Companies Act, 1956 on 27th day of May, 1985 as Private Limited Company under the name and style under of “Switch Masters Private Limited”. Thereafter, Company was converted into Public Limited Company and name of the Company was changed to “Switch Masters Limited” and in this regard, fresh certificate of incorporation was issued by Registrar of Companies on 16th day of August, 1996. Thereafter, name of the Company was again changed to “Minda Autocare Limited” and in this regard, fresh certificate of incorporation was issued by Registrar of Companies on 22nd day of February, 2008. Thereafter, name of the Company was again changed to “Minda Automotive Solutions Limited” and in this regard, fresh certificate of incorporation was issued by Registrar of Companies on 26th day of March, 2012. At present, the registered office of the Transferor Company

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No. 3/ Applicant Company No. 3 is situated at A-15, Ashok Vihar Phase – I, New Delhi - 110052 within the jurisdiction of this Hon’ble Tribunal.

1. The share capital structure of the Transferor Company No. 3 as on 31[st] March, 2018 is as follows:

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Particulars Amount (in Rs.)
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Particulars	Amount(in Rs.)
Authorised Share Capital
5,00,000 EquityShares of Rs.10/- each	5,000,000
Total Authorised Share Capital	5,000,000
Issued, Subscribed and Paid-up Share Capital
2,80,300 EquityShares of Rs.10/- each	28,03,000
Total Paid-up Share Capital	28,03,000

1. The main object of the Transferor Company No. 3/ Applicant Company No. 3 is to carry on in India or elsewhere the business of manufacturers, fabricators and assemblers, processors, agents, importers, exporters and to deal in automobile parts and agricultural implements, automotive and other gear transmission axles, universal, joints, springs, spring leaves, lighting kits tools attachments, auto lights, electrical apparatus meters dynamos head lamps, seated beams, component parts, spare parts, accessories and fittings for the said articles and things used in connection with the manufacture thereof alloy springs, steel, billets, flats and bars, pressed and other relative items for motor cars, motor trucks, buses, tractors, vans, jeeps, lorries, motor cycles, scooter, cycles and other vehicles and conveyances of all kinds.

2. The details of the Directors of the Transferor Company No. 3 as on December 31, 2018 are as under:

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S. No. Name of Directors Designation Address
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S. No.	Name of Directors	Designation	Address
1	Mr. Rakesh Jinsi	Independent Director	H.NO.277,Sector 17-A Gurgaon 122001 HR IN
2	Mr. Rakesh Kalra	Independent Director	F, 501 Spica, One north near Magarpatta Township, Hadapsar Pune 411028 MH IN
3	Mr. Naresh Kumar Modi	Additional Director	Flat No B, Ground Floor, Tower 20 Belgravia Central Park 2, Sector 48, Sohna Road Gurgaon 122001 Hr In

1. The details of the promoters of the Transferor Company No. 3 as on 31[st ] March, 2018 are as under:

S. No.	Name of the Promoters	Address
1	Minda Corporation Limited	A-15, Ashok Vihar, Phase – I, New Delhi – 110052

1. The Scheme has been approved unanimously by the Board of Directors of the Transferor Company No. 3 at their meeting held on October 01, 2018. Details of voting at such meeting by the Board of Directors is as under-

S. No.	Name of Directors	Vote (favour/against/abstain from voting)
1	Mr. Rakesh Jinsi	Favour
2	Mr. Rakesh Kalra	Favour
3	Mr. Naresh Kumar Modi	Favour

1. Minda Autoelektrik Limited bearing CIN U29221DL2007PLC160549 (hereinafter referred to as “the Transferor Company No. 4/ Applicant Company No. 4”) was incorporated under the provisions of the Companies Act, 1956 on 15th day of March, 2007 as Private Limited Company under the name and style under of “Panalfa Autoelektrik Private Limited”. Thereafter, the Company was converted into Public Limited Company and name of the Company was changed to “Panalfa Autoelektrik Limited” and in this regard, fresh certificate of incorporation was issued by Registrar of Companies on 28th day of May, 2008. Thereafter, name of the Company was again changed to “Minda Autoelektrik Limited” and in this regard, fresh certificate of incorporation was issued by Registrar of Companies on 3rd day of June, 2016. At present, the registered office of the Transferor Company No. 4/ Applicant Company No. 4 is situated at A-15, Ashok Vihar Phase - I New Delhi - 110052 within the jurisdiction of this Hon’ble Tribunal.

2. The share capital structure of the Transferor Company No. 4 as on 31[st] March, 2018 is as follows:

Particulars	Amount(in Rs.)
Authorised Share Capital
9,000,000 EquityShares of Rs.10/- each	90,000,000
Total Authorised Share Capital	90,000,000
Issued, Subscribed and Paid-up Share Capital
8,508,333 EquityShares of Rs.10/- each	85,083,330
Total Paid-up Share Capital	85,083,330

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1. That the main object of the Transferor Company No. 4/ Applicant Company No. 4 is set out in its Memorandum of Association and one of the main object of the Transferor Company No. 4/ Applicant Company No. 4 is to engage in the business of manufacture, production, assembly, purchase , sale, trading, distribution, import, export, repair, provision of after-sale service, manufacture of outsourcing, and otherwise deal in all kind of automobile parts and components including but not limited to auto electrical like starter motors and alternators and parts and components thereof.

2. The details of the Directors of the Transferor Company No. 4 as on December 31, 2018 are as under:

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S. No. Name of Directors Designation Address
1 Mr. Aakash Minda Director 17 Olof Palme Marg Vasant Vihar Delhi 110057 Dl In
2 Mr. Sunil Pahilajani Director C/o Mr.Lalit Jalan Flat 2201 ‘A’ Wing, Ashok Tower Near Hotel ITC Grand
Central Dr.S.S.Rao Road, Parel Mumbai 400012
3 Mr. Sudhir Kashyap Director J 201,Central Park 1,, SEC-42, Gurgaon, Haryana, 122002, Haryana, INDIA
25. The details of the promoters of the Transferor Company No. 4 as on 31 [[st ]] March, 2018 are as under:
S. No. Name of the Promoters Address
1 Minda Corporation Limited A-15, Ashok Vihar, Phase – I, New Delhi – 110052
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1. The details of the promoters of the Transferor Company No. 4 as on 31[[st ]] March, 2018 are as under:

2. The Scheme has been approved unanimously by the Board of Directors of the Transferor Company No. 4 at their meeting held on October 01, 2018. Details of voting at such meeting by the Board of Directors is as under-

S. No.	Name of Directors	Vote (favour/against/abstain from voting)
1	Mr. Aakash Minda	Favour
2	Mr. Sunil Pahilajani	Favour
3	Mr. Sudhir Kashyap	Favour

1. Minda Telematics and Electric Mobility Solutions Private Limited bearing CIN U73100KA2004PTC033241 (hereinafter referred to as “the Transferor Company No. 5/ Applicant Company No. 5”) was incorporated under the provisions of the Companies Act, 1956 on 23[rd ] day of January 2004 as Private Limited Company under the name and style under of “El-Labs India Private Limited” . Subsequently, name was changed to “Minda Telematics and Electric Mobility Solutions Private Limited” with effect from August 28, 2018. At present, the registered office of the Transferor Company No. 5/ Applicant Company No. 5 is situated at Plot No. 18, Sy No. 43, Electronic City 2[nd] Phase, Hosur Road Bangalore, Karnataka - 560100 within the jurisdiction of Hon’ble Tribunal, Bengaluru.

2. MTEMSPL is primarily engaged in the business of designing, development, manufacturing and distribution of telematics products and solutions for automotive and non-automotive applications.

3. The share capital structure of the Transferor Company No. 5 as on 31[st] March 2018 is as follows:

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Particulars Amount (in Rs.)
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Particulars	Amount(in Rs.)
Authorised Share Capital
1,000,000 EquityShares of Rs.10/- each	10,000,000
Total Authorised Share Capital	10,000,000
Issued, Subscribed and Paid-up Share Capital
726,882 EquityShares of Rs.10/- each	7,268,820
Total Paid-up Share Capital	7,268,820

1. That the main object of the Transferor Company No. 5/ Applicant Company No. 5 is set out in its Memorandum of Association and one of the main object of the Transferor Company No. 5/ Applicant Company No. 5 is to research, develop, manufacture, buy, sell, service all type of systems and business solutions which employ embedded electronic systems, intellectual property and software especially location and/ or context aware systems in India or abroad. MTEMSPL is primarily engaged in the business of designing, development, manufacturing and distribution of telematics products and solutions for automotive and non-automotive applications.

2. The details of the Directors of the Transferor Company No. 5 as on December 31, 2018 are as under:

S. No.	Name of Directors	Designation	Address
1	Mr. KrishnamurthyVaidyanathan	President & Whole Time Director	J-301, Mantri Paradise, Arekere Gate, Bannerghatta Road Bangalore,Karnataka India 560076
2	Mr. Narender Kumar Taneja	Director	EA-3,Inder Puri Central Delhi 110012 Dl In
3	Mr. Suresh Dorai Nadar	Director	No.20/1,19thcross,4thMain, BTM 2ndstage NS Palya, Bengaluru – Karnataka -560076
4	Mr. Sanjeev Saxena	Director	3143, ATS Advantage, Plot-17, Ahinsa Khand-I, Indirapuram, Ghaziabad-201014,Uttar Pradesh

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32. The details of the promoters of the Transferor Company No. 5 as on 31[st ] March, 2018 are as under:

S. No.	Name of the Promoters	Address
1	Minda SAI Limited	A-15, Ashok Vihar, Phase – I, New Delhi – 110052

1. The Scheme has been approved unanimously by the Board of Directors of the Transferor Company No. 5 at their meeting held on October 01, 2018. Details of voting at such meeting by the Board of Directors is as under-

S. No.	Name of Directors	Vote (favour/against/abstain from voting)
1	Mr. KrishnamurthyVaidyanathan	Favour
2	Mr. Narender Kumar Taneja	Favour
3	Mr. Suresh Dorai Nadar	Favour
4	Mr. Sanjeev Saxena	Favour

1. Minda Corporation Limited bearing CIN L74899DL1985PLC020401(hereinafter referred to as “the Transferee Company/ Applicant Company No. 6”) was incorporated under the provisions of the Companies Act, 1956 on 11[th] day of March 1985 as Private Limited Company under the name and style of “Minda Switch Auto Private Limited”. Thereafter, the Company was converted into Public Limited Company under the name and style of “Minda Switch Auto Limited” and in this regard, a new certificate of incorporation was issued by Registrar of Companies on 6[th] day of May 1985. Thereafter, name of the Company was again changed to “Minda HUF Limited” and in this regard, a new certificate of incorporation was issued by Registrar of Companies on 05[th] day of February 1996. Thereafter, the name of Company was again changed to “Minda Corporation Limited” and in this regard, a new certificate of incorporation was issued by Registrar of Companies, NCT of Delhi and Haryana on 28[st] day of March 2007. At present, the registered office of the Transferee Company/ Applicant Company No. 5 is situated at A-15, Ashok Vihar Phase - I, New Delhi - 110052 within the jurisdiction of this Hon’ble NCLT. The equity share of the Transferee Company/ Applicant Company No. 5 is listed on BSE Limited and National Stock Exchange of India Limited.

2. The share capital structure of the Transferee Company as on 31[st] March 2018 is as follows:

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PARTICULARS Amount (in Rs.)
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PARTICULARS	Amount(in Rs.)
Authorised Share Capital
250,000,000 EquityShares of Rs.2/- each	500,000,000
2,40,000 0.001% Redeemable Cumulativepreference shares of Rs. 800 each	192,000,000
Total Authorised Share Capital	692,000,000
Issued, Subscribed and Paid-up Share Capital
209,311,640 EquityShares of Rs.2/- each	418,623,280
Nil 0.001% Cumulative Redeemable Preference Shares of Rs. 800/- each	0
Total Paid-up Share Capital	418,623,280

Post March 31, 2018, MCL has issued 17,910,645 equity shares of Rs. 2/- each to Qualified Institutional Buyers and hence the paid-up capital of MCL has increased from INR 418,623,280/- to INR 454,444,570/- as on the date of this Scheme being approved by the Board.

1. That the main object of the Transferee Company/ Applicant Company No. 6 is set out in its Memorandum of Association and one of the main object of the Transferee Company/ Applicant Company No. 6 is to carry on the business of manufacture, fabricate, assemble and deal in automobile parts and agricultural implements of all kinds of description, automotive and other gears, transmission axles, universal joints, springs, springs leaves, head lamp, sealed beams, clutch facing and brake lining component parts, spare parts, accessories and fittings of all kinds for said articles and things used in connection with the manufacture thereof, alloy springs, steel billets, flats and bars, pressed and other engineering items and other related items for motor cars, motor truck, buses, tractors, vans, jeeps, lorries, motor launches, aero plane, motorcycles, cycles and vehicle and conveyance of all kind.

2. Details of Directors of the Transferee Company as on December 31, 2018 are as under:

S. No	Name of Directors	Designation	Address
1.	Mr. Ashok Minda	Chairman & GroupCFO	17,Olof Palme Marg,Vasant Vihar,New Delhi-110057,India
2.	Mr. Sudhir Kashyap	Executive Director & CEO	J 201,Central Park 1,, SEC-42, Gurgaon, Haryana, 122002, Haryana, INDIA
3.	Mr. Rakesh Chopra	Independent Director	C-204,Sarvodaya Enclave,New Delhi-110017
4.	Mr. Avinash Parkash Gandhi	Independent Director	C-2/14, Safdarjung Development Area Hauz Khas S.O, South West Delhi 110016 Dl In
5.	Mr. Ashok Kumar Jha	Independent Director	D-6/14,S/F,Vasant Vihar,New Delhi-110057,India
6.	Mr Laxman Ramnarayan	Director & Group President,Finance	806, Sunfower, Neelkanth Gardens, Govasndi (East), Mumbai, Maharashtra – 400088
7.	Ms. Pratima Ram	Independent Director	Apt 32, Maple-A, Prestige Greenwoods, Varthur Road Nagavarapalya, C.V.Raman Nagar Bengaluru 560093 KA In

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38. Details of Promoters of the Transferee Company as on 31[st] March 2018 are as under:

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S. No. Name Address
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S. No.	Name	Address
1	Ashok Minda	17 Olof Palme MargVasant Vihar Delhi 110057
2	Sarika Minda	17 Olof Palme MargVasant ViharNew Delhi 110057
3	Aakash Minda	17 Olof Palme MargVasant Vihar New Delhi 110057
4	Minda Capital Private Limited	A 15 Ashok Vihar Phase 1 Delhi 110052
5	Tech Aid EngineeringPvt. Ltd.	RZ-1/51, Tughalakabad Extn. Lane No-3, New Delhi-110019
6	Blest Marketing& AdvertisingPvt. Ltd.	109 C Pocket -F MIG Flats GTB Enclave Delhi 110093

1. The Scheme has been approved unanimously by the Board of Directors of the Transferee Company at their meeting held on October 01, 2018. Details of voting at such meeting by the Board of Directors is as under-

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S. No. Name of Directors Vote
(favour/against/abstain from voting)
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S. No.	Name of Directors	Vote (favour/against/abstain from voting)
1	Mr. Ashok Minda	Favour
2	Mr. Sudhir Kashyap	Favour
3	Mr. Rakesh Chopra	Favour
4	Mr. Avinash Parkash Gandhi	Favour
5	Mr. Ashok Kumar Jha	Favour
6	Mr Laxman Ramnarayan	Favour
7	Ms;. Pratima Ram	Favour

40. Relationship between parties, Rationale and Salient Features of the Scheme:

a) Relationship between the Companies:

• All the Transferor Companies are direct or indirect wholly owned subsidiary companies of Minda Corporation Limited.

b) Rationale of the Scheme:

• a) Consolidation of the businesses presently being carried on by the Transferor Companies and the Transferee Company, including without limitation to, the consolidation of the group shareholding, which shall be beneficial to the interests of the shareholders, creditors and employees of such companies, as such Amalgamation would create greater synergies between the businesses of all such companies and would enable them to have access to better financial resources, as well as increase the managerial efficiencies

• b) Combined entity would be able to effectively optimize the overall administration and statutory compliances.

c) Salient Features of the Scheme:

The salient features of the Scheme are as follows: “

1.3 Definitions

• (iv) “Appointed Date” means April 1, 2018 or such other date as may be determined by the Board of each of the Transferor Companies and the Transferee Company or such other date as may be approved by the Hon’ble NCLT of New Delhi and Karnataka (Bengaluru Bench) and;

• (vi) “Board of Directors” in relation to each of the Transferor Companies and / or the Transferee Company, as the case may be, shall mean their respective board of directors, and unless it be repugnant to the context or otherwise, shall include any committee of directors or any person authorized by the board of directors or by such committee of directors;

• (viii) “Effective Date” means the last of the date on which the certified copy of the Order of the Hon’ble NCLT of New Delhi and Karnataka (Bengaluru Bench) is filed with the Registrar of Companies, NCT of Delhi and Haryana at New Delhi and NCT of Karnataka, as applicable, by the Transferor Companies and Transferee Company, as the case may be. Any references in the Scheme to “upon the Scheme becoming effective” or “effectiveness of the Scheme” shall mean and refer to the Effective Date;

• (vii) “BSE” means BSE Limited;

• (x) “NSE” means National Stock Exchange of India Limited;

• (xii) “Stock Exchanges” means the NSE and BSE;

• (xiv) “Transferee Company” shall mean MCL, as mentioned under Clause 1.1.1 above;

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(xv) “Transferor Companies” and “Transferor Company” have the same meaning assigned to it in Clause 1.1.7 hereof, and shall include:

• a) any and all of their assets, movable or immovable, whether present or future, whether tangible or intangible,all rights, title, interests, covenants, undertakings, continuing rights, title and interests in connection with any land (together with the buildings and structures standing thereon), whether freehold or leasehold, machinery, whether leased or otherwise, together with all present and future liabilities including contingent liabilities and debts appertaining thereto;

• b) any and all of their investments (including shares and other securities), loans and advances, including dividends declared or interest accrued thereon;

• c) any and all of its licences, including the licences granted by any governmental, statutory or regulatory bodies, permissions, approvals, consents, exemptions, subsidies, registrations, no-objection certificates, quotas, rights, entitlements, certificates, tenancies, trade names, trademarks, service marks, copyrights, domain names, applications for trade names, copyrights, patents and applications for patents, all indirect and direct tax credits including but not limited to service tax credit, CENVAT credit, Goods and Services Tax Credit, VAT Credit, income-tax carry forward losses/depreciation, Tax Deducted at Source (‘TDS’), MAT credit entitlement etc., privileges and benefits of all contracts, agreements and all other rights including lease rights, powers and facilities of every kind and description whatsoever;

• d) any and all of their debts, borrowings and liabilities, present or future, whether secured or unsecured;

• e) any and all of their employees, who are on their payrolls, including those employed at their respective offices and branches; and

• f) any and all of the advance monies, earnest monies and / or security deposits, payment against warrants or other entitlements, as may be lying with them;

3.1. Transfer and vesting of Assets and Liabilities and entire business of Transferor Companies:

Upon the coming into effect of this Scheme and with effect from the Appointed Date, all the assets and liabilities and the entire business of the Transferor Companies shall, pursuant to the provisions of Section 230 to 232 of the 2013 Act and other applicable provisions of the Act, without any further act, instrument or deed, be and stand transferred to and vested in and/or be deemed to have been and stand transferred to and vested in the Transferee Company, as a going concern so as to become the Undertaking of the Transferee Company by virtue of and in the manner provided in this Scheme.

Further, this clause of the Scheme has been drawn up to comply with the conditions relating to “Amalgamation” as specified under Section 2(1B) of the Income-tax Act, 1961. If any term(s) or provision(s) of the Scheme is/are inconsistent with the provisions of Section 2(1B) of the Income-tax Act, 1961, the provisions of Section 2(1B) of the Income-tax Act, 1961 shall prevail and the Scheme shall stand modified to the extent necessary to comply with Section 2(1B) of the Income-tax Act, 1961. Such modifications will, however, not affect the other clauses of the Scheme.

• 3.2. Without prejudice to the generality of the above and to the extent applicable, unless otherwise stated herein, with effect from the Appointed Date and upon this Scheme becoming effective:

• (i) All assets of each of the Transferor Companies, as are movable in nature or incorporeal property or are otherwise capable of transfer by manual or constructive delivery and / or by endorsement and delivery or by vesting and recordal pursuant to the Scheme, shall stand vested in the Transferee Company and shall become the property and an integral part of the Transferee Company. The vesting pursuant to this sub-clause shall be deemed to have occurred by manual or constructive delivery or by endorsement and delivery, as appropriate to the property being vested and title to the property shall be deemed to have been transferred accordingly.

• (ii) All other movable properties of each of the Transferor Companies, including investments in shares and any other securities, sundry debtors, outstanding loans and advances, if any, recoverable in cash or in kind or for value to be received, bank balances and deposits, if any, with Government, semi-Government, local and other authorities and bodies corporate, customers and other persons, shall without any further act, instrument or deed, become the property of the Transferee Company, and the same shall also be deemed to have been transferred by way of delivery of possession of the respective documents in this regard. No stamp duty is payable on the transfer of such movable properties, being vested in the Transferee Company.

• (iii) All immovable properties, including land together with the buildings and structures standing thereon and rights and interests in immovable properties of each of the Transferor Companies, whether freehold or leasehold or otherwise and all documents of title, rights and easements in relation thereto shall stand transferred to and be vested in and transferred to and/or be deemed to have been and stand transferred to and vested in the Transferee Company, without any further act or deed done or being required to be done by the Transferor Companies and/or the Transferee Company. The Transferee Company shall be entitled to and exercise all rights and privileges attached to the aforesaid immovable properties and shall be liable to pay the ground rent and taxes and fulfill all obligations in relation to or applicable to such immovable properties. The mutation or substitution of the title to the immovable properties shall, upon the Scheme becoming effective, be made and duly recorded in the name of the Transferee Company by the appropriate authorities pursuant to the sanction of the Scheme by the NCLT in accordance with the terms hereof.

• (iv) Inter-se Investments amongst Transferor Companies, and Investment of Transferee Company in Transferor Companies, if any,

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shall stand cancelled upon the Scheme becoming effective as Transferor Companies shall stand dissolved without being wound up upon the Scheme becoming effective.

• (v) All debts, liabilities, contingent liabilities, duties and obligations, secured or unsecured, whether provided for or not in the books of account or disclosed in the balance sheets of each of the Transferor Companies shall be deemed to be the debts, liabilities, contingent liabilities, duties and obligations of the Transferee Company, and the Transferee Company shall, and undertakes to, meet, discharge and satisfy the same. It is hereby clarified that it shall not be necessary to obtain the consent of any third party or other person who is a party to any contract or arrangement by virtue of which such debts, liabilities, duties and obligations have arisen in order to give effect to the provisions of this Clause.

• However, any loans, advances and other obligations due from the Transferee Company to the Transferor Companies, or vice versa, and between the Transferor Companies inter se shall stand cancelled and shall be of no effect.

• (vi) All contracts, deeds, bonds, agreements, schemes, arrangements and other instruments, permits, rights, entitlements, licences, including the licences granted by any governmental, statutory or regulatory bodies, including those relating to tenancies, privileges, powers, facilities of every kind and description of whatsoever nature in relation to each of the Transferor Companies, or to the benefit of which, the Transferor Companies may be respectively eligible and which are subsisting or having effect immediately before the Effective Date, shall be in full force and effect on, against or in favour of the Transferee Company and may be enforced as fully and effectually as if, instead of the respective Transferor Companies, the Transferee Company had been a party or beneficiary or obligee thereto. In relation to the same any procedural requirements required to be fulfilled by the Transferor Companies shall be fulfilled by the Transferee Company as if it is the duly constituted attorney of the Transferor Companies.

• (vii) Any pending suits/appeals or other proceedings of whatsoever nature relating to each of the Transferor Companies, whether by or against the Transferor Companies, shall not abate, be discontinued or in any way prejudicially affected by reason of the Amalgamation of the Transferor Companies or of anything contained in the Scheme, but the proceedings shall continue and any prosecution shall be enforced by or against the Transferee Company in the same manner and to the same extent as would or might have been continued, prosecuted and/or enforced by or against the Transferor Companies, as if the Scheme had not been made.

• (viii) All permanent employees of each of the Transferor Companies, who are on their respective payrolls shall become employees of the Transferee Company with effect from the Effective Date, on such terms and conditions as are no less favourable than those on which they are currently engaged by the respective Transferor Companies, without any interruption of service as a result of this Amalgamation and transfer. With regard to provident fund, gratuity, leave encashment and any other special scheme or benefits created or existing for the benefit of such employees of the Transferor Companies, upon the Scheme becoming effective, the Transferee Company shall stand substituted for the respective Transferor Companies for all purposes whatsoever, including with regard to the obligation to make contributions to relevant authorities, such as the Regional Provident Fund Commissioner or to the funds maintained by the Transferor Companies, in accordance with the provisions of applicable laws and in terms of the Scheme. It is hereby clarified that upon the Scheme becoming effective, the aforesaid benefits or schemes shall continue to be provided to the transferred employees and the services of all the transferred employees of the respective Transferor Companies for such purpose shall be treated as having been continuous.

• (ix) Any and all registrations, goodwill, licences, trademarks, service marks, copyrights, domain names, applications for copyrights, trade names and trade marks, patents, applications for patents appertaining to the respective Transferor Companies shall stand transferred to and vested in the Transferee Company.

• (x) All taxes (including but not limited to advance tax, tax deducted at source, Minimum Alternate Tax credit, fringe benefit tax, banking cash transaction tax, securities transaction tax, taxes withheld/paid in a foreign country, value added tax, sales tax, service tax, Goods and Services Tax, wealth tax, etc,) payable by or refundable to each of the Transferor Companies, including all or any refunds or claims shall be treated as the tax liability or refunds/claims as the case may be of the Transferee Company, and any tax incentives, advantages, privileges, exemptions, credits, holidays, remissions, reductions, etc, as would have been available to any of the Transferor Companies, shall pursuant to sanction of the Scheme, be available to the Transferee Company.

• (xi) All approvals, consents, exemptions, registrations, no-objection certificates, permits, quotas, rights, entitlements, licences, including the licences granted by any governmental, statutory or regulatory bodies, and certificates of every kind and description whatsoever in relation to each of the Transferor Companies, or to the benefit of which the Transferor Companies may be eligible/ entitled, and which are subsisting or having effect immediately before the Effective Date, shall be in full force and effect in favour of the Transferee Company and may be enforced as fully and effectually as if, instead of the respective Transferor Companies, the Transferee Company had been a party or beneficiary or obligee thereto. It is hereby clarified that if the consent of any third party or authority is required to give effect to the provisions of this Clause, the said third party or authority shall make and duly record the necessary substitution/endorsement in the name of the Transferee Company pursuant to the sanction of the Scheme by the NCLT, and upon the Scheme becoming effective in accordance with the terms hereof. For this purpose the Transferee Company shall file appropriate applications/documents with relevant authorities concerned for information and record purposes.

• (xii) Benefits of any and all corporate approvals as may have already been taken by the Transferor Companies, whether being in the nature of compliances or otherwise, including without limitation, approvals under sections 180, 181, 185 and 186 or any other

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sections of the 2013 Act as and to the extent applicable and any other applicable provisions of the Act, read with the rules and regulations made thereunder, shall stand transferred to the Transferee Company, as the said corporate approvals and compliances shall be deemed to have been taken/complied with by the Transferee Company.

• (xiii) All estates, assets, rights, title, interests and authorities accrued to and / or acquired by the Transferor Companies shall be deemed to have been accrued to and / or acquired for and on behalf of the Transferee Company and shall, upon the coming into effect of the Scheme, pursuant to the provisions of Section 230 to 232 of the 2013 Act and other applicable provisions of the Act, without any further act, instrument or deed be and stand transferred to or vested in or be deemed to have been transferred to or vested in the Transferee Company to that extent and shall become the estates, assets, right, title, interests and authorities of the Transferee Company.

• 3.3. Upon the Scheme becoming effective, the secured creditors of each of the Transferor Companies shall be entitled to security only in respect of the properties, assets, rights, benefits and interest of the respective Transferor Companies (to whom such creditors had advanced the facilities), as existing immediately prior to the Amalgamation of such respective Transferor Companies with the Transferee Company. It is hereby clarified that pursuant to the Amalgamation of the Transferor Companies with the Transferee Company, the secured creditors of the Transferor Companies shall not be entitled to any further security over the properties, assets, rights, benefits and interest of the Transferee Company or of the other Transferor Companies and hence such assets which are not currently encumbered shall remain free and available for creation of any security thereon in future in relation to any new indebtedness that may be incurred by the Transferee Company after the sanction of the Scheme. For this purpose, no further consent from the existing secured creditors shall be required and sanction of the Scheme shall be considered as a specific consent towards the same.

• 3.4. Each of the Transferor Companies and / or the Transferee Company, as the case may be, shall, at any time after the coming into effect of the Scheme in accordance with the provisions hereof, if so required under any law or otherwise, execute appropriate deeds of confirmation or other writings or arrangements with any party to any contract or arrangement in relation to which the respective Transferor Companies have been a party, including any filings with the regulatory authorities, in order to give formal effect to the above provisions. The Transferee Company shall, under the provisions hereof, be deemed to be authorized to execute any such writings on behalf of the respective Transferor Companies and to carry out or perform all such formalities or compliances referred to above on the part of the respective Transferor Companies.

• 3.5. Each of the Transferor Companies and / or the Transferee Company, as the case may be, shall, at any time after the coming into effect of the Scheme in accordance with the provisions hereof, if so required under any law or otherwise, do all such acts or things as may be necessary to transfer/obtain the approvals, consents, exemptions, registrations, no-objection certificates, permits, quotas, rights, entitlements, licences and certificates which were held or enjoyed by the Transferor Companies. The Transferee Company shall, under the provisions of the Scheme, be deemed to be authorized to execute any such writings on behalf of the respective Transferor Companies and to carry out or perform all such acts, formalities or compliances referred to above as may be required in this regard.

• 3.7 Upon the Scheme becoming effective, each of the Transferor Companies shall stand dissolved, without any further act or deed, without being wound-up.

4.2 Consideration

• 4.2.1. Since, all the Transferor Companies are wholly owned subsidiary companies of the Transferee Company i.e. the entire paid up equity share capital of the Transferor Companies is being beneficially held by the Transferee Company, no new equity shares of the Transferee Company shall be issued and allotted in respect of shares held by the Transferee Company in the Transferor Companies. Upon the Scheme becoming effective, the entire paid up share capital of the Transferor Companies shall be cancelled and extinguished without any further act, deed or instrument as an integral part of this Scheme.

4.3 Accounting Treatment

• 4.3.1 The Transferee Company, subject to the provisions of this Scheme, shall follow the method of accounting as prescribed for the “Pooling of Interest Method” under the Indian Accounting Standard 103 – ‘Business Combination’ notified under Section 133 of the 2013 Act read with relevant rules issued thereunder and other applicable accounting standards prescribed under the 2013 Act.

• 4.3.2 The Transferee Company shall, upon the Scheme becoming effective record the assets and liabilities of the Transferor Companies at their respective carrying values and in the same form as appearing in their respective books of accounts at the close of business.

• 4.3.3 The balance of the earnings in the books of Transferor Companies shall be aggregated with the corresponding balance of earnings of the Transferee Company. The identity of the reserves shall be preserved and shall appear in the financial statements of the Transferee Company in the same form in which they appeared in the financial statements of the Transferor Companies. As a result of preserving the identity, reserves which are available for distribution as dividend before the business combination would also be available for distribution as dividend after the business combination.

• 4.3.4 Inter-se Investments amongst Transferor Companies, and Investment of Transferee Company in Transferor Companies, if any, shall stand cancelled upon the Scheme becoming effective.

• 4.3.5 As stated in Clause 4.2 of the Proposed Scheme, no new shares will be issued or allotted by the Transferee Company pursuant to this Scheme and the investment in the Equity Shares of the Transferor Companies appearing, inter-alia, in the books of account of the Transferee Company shall stand cancelled.

(13)

• 4.3.6 The 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 shall, subject to provisions contained in applicable Accounting Standards prescribed under the 2013 Act, be transferred to capital reserve in the books of account of the Transferee Company and such capital reserve shall be presented separately from other capital reserves. In case of excess of difference between Investment in equity shares of the Transferor companies and paidup share capital of all the transferor companies, the difference shall be adjusted against Securities Premium account of the Transferee Company.

• 4.3.7 It is clarified that the reduction to the Securities Premium account in the above clause shall be effected as an integral part of the Scheme in accordance with the provisions of Section 52 read with Section 66 of the Companies Act, 2013 and without having to follow the procedure under Section 66 of the Companies Act, 2013. The order of the NCLT sanctioning the Scheme shall also be deemed to be order under Section 66 of the Companies Act, 2013 for the purpose of confirming adjustment to the Securities Premium Account, as may be applicable.

• 4.3.8 If there are any loans, advances or other obligations (including but not limited to any guarantees, letters of credit, letters of comfort or any other instrument or arrangement which may give rise to a contingent liability in whatever form) that are due between the Transferor Companies and the Transferee Company or between any of the Transferor Companies inter-se, if any, shall, ipso facto, stand discharged and come to end and the same shall be eliminated by giving appropriate elimination effect in the books of account and records of the Transferee Company.

• 4.3.9 In case of any differences in accounting policies between the Transferee Company and any of the Transferor Companies, the accounting policies followed by the Transferee Company will prevail and impact of the same till the Appointed Date will be quantified and the same shall be appropriately adjusted and reported in accordance with applicable accounting rules and principles, so as to ensure that the financial statements of Transferee Company reflect the financial position on the basis of consistent accounting policies.

• 5.1 The Scheme is conditional upon and subject to the following:

• (a) the Scheme being approved by the requisite majorities of the various classes of members and creditors of the Transferee Company and Transferor Companies as required under Applicable Laws and as may be directed by the NCLT or any other authority as may be prescribed or notified;

• (b) Approval and / or compliance of the regulations / conditions, if any, by SEBI, NSE and BSE (as applicable);

• (c) the sanction of the Scheme by NCLT;

• (d) such other sanctions and approvals including sanctions of any Governmental Authority or regulatory authority as may be required by law or contract in respect of the Scheme being obtained; and

• (e) the certified copies of the orders of the NCLT referred to in this Scheme being filed with the Registrar of Companies by the Transferee Company and each of the Transferor Companies.The Scheme shall become effective on last of the dates on which Transferee Company and each of the Transferor Companies file a certified copy of the order of the NCLT sanctioning the Scheme with the relevant Registrar of Companies. Such date shall be known as the “ Effective Date .

• Notwithstanding anything to the contrary contained elsewhere in this Scheme, in the event this Scheme is approved with respect to the merger of one or more Transferor Company(ies) into Transferee Company by the NCLT, but not in relation to the merger of one or more other Transferor Company(ies) into the Transferee Company, or vice versa, the Board of Directors of the Transferee Company shall be at liberty to make the Scheme partially effective to that extent.

THE FEATURES SET OUT ABOVE BEING ONLY THE SALIENT FEATURES OF THE SCHEME OF AMALGAMATION, YOU ARE REQUESTED TO READ THE ENTIRE TEXT OF THE SCHEME OF AMALGAMATION TO GET THEMSELVES FULLY ACQUAINTED WITH THE PROVISIONS THEREOF.

41. Submissions, Approvals and Other Information, Summary of Valuation Report and Fairness Opinion etc.

• a) The Proposed Scheme was placed before the Board of Directors of the Transferor Companies and Transferee Company respectively on October 1, 2018 and was approved.

• b) Valuation Report and Fairness Opinion is not applicable, since, Transferor Companies are wholly owned subsidiaries of the Transferee Company, the entire equity share capital of Transferor Companies shall stand cancelled and hence no new equity shares will be allotted by Transferee Company post-sanction of the proposed Scheme of Amalgamation.

• c) Pursuant to the SEBI Circular no. CFD/DIL3/CIR/2017/21 dated March 10, 2017 read with Regulation 37 of SEBI LODR Regulations, the Transferee Company has filed the draft scheme with BSE and NSE on 23.10.2018 and specific approval of the stock exchanges is not required in case of merger of wholly-owned subsidiary with its holding company.

• d) On the Scheme being approved by the requisite majority of the Shareholders and Creditors, the Transferee Company and Transferor Companies shall file a petition with the Hon’ble NCLT for sanction of the Scheme under Sections 230 to 232 of the Companies Act, 2013.

(14)

42. Directors, Promoters and Key Managerial Personnel (KMP):

• a) The directors of the Transferor Companies and the Transferee Company and their relatives may be deemed to be concerned and / or interested in the Scheme only to the extent of their shareholding directly in the respective companies that are the subject of the Scheme, or to the extent the said persons are interested or involved in any of the companies that are the subject of the Scheme or any entity that directly holds shares in any of the companies.

• b) Key Managerial Personnel (KMPs) other than Directors and their relatives may be deemed to be concerned and/or interested in the Scheme only to the extent of their shareholding directly in the respective companies that are the subject of the Scheme.

• c) Save as aforesaid, none of the Directors and KMPs of the Transferor Companies and the Transferee / Applicant Company and their relatives have any material concern or interest, financial and / or otherwise in the Scheme.

• d) The details of the present Directors and their relatives and Key Managerial Personnel (KMPs) of Transferee Company and Transferor Companies and their relatives and respective shareholdings in Transferee Company and Transferor Companies are as follows:

Extent of shareholding of directors and KMPs of Minda Corporation Limited (‘Transferee Company’) and their respective shareholding in the Transferee Company and the Transferor Companies as on 31[st] March 2018 are as follows:

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----- Start of picture text -----

S.N. Name of Directors Designation Address Equity Shares Equity Shares held in
in Transferee Transferor
Company Companies
----- End of picture text -----

S.N.	Name of Directors	Designation	Address	Equity Shares in Transferee Company	Equity Shares held in* Transferor Companies***
1	Mr. Ashok Minda	Chairman & Group CEO	17, Olof Palme Marg Vasant Vihar Delhi 110057	6,55,81,280	Transferor Co.1 1 Transferor Co. 2 1 Transferor Co. 3 NIL Transferor Co.4 1 Transferor Co. 5 NIL
2	Mr. Sudhir Kashyap	Executive Director & CEO	J 201,Central Park 1,, SEC-42, Gurgaon, Haryana, 122002, Haryana, INDIA	NIL	Transferor Co.1 NIL Transferor Co. 2 NIL Transferor Co. 3 NIL Transferor Co.4 1 Transferor Co. 5 NIL
3	Mr. Rakesh Chopra	Independent Director	C-204, Sarvodaya Enclave, New Delhi-110017	NIL	Transferor Co.1 NIL Transferor Co. 2 NIL Transferor Co. 3 NIL Transferor Co.4 NIL Transferor Co. 5 NIL
4	Mr. Avinash Parkash Gandhi	Independent Director	C-2/14, Safdarjung Development Area Hauz Khas S.O, South West Delhi 110016 Dl In	NIL	Transferor Co.1 NIL Transferor Co. 2 NIL Transferor Co. 3 NIL Transferor Co.4 NIL Transferor Co. 5 NIL

(15)

S.N.	Name of Directors	Designation	Designation	Address	Address	Equity Shares in Transferee Company	Equity Shares held in* Transferor Companies***
5	Mr. Ashok Kumar Jha	Independent Director		D-6/14, S/F, Vasant Vihar, New Delhi-110057, India		NIL	Transferor Co.1 NIL Transferor Co. 2 NIL Transferor Co. 3 NIL Transferor Co.4 NIL Transferor Co. 5 NIL
6	Mr. Laxman Ramnarayan	Director & Group President, Finance		806, Sunfower, Neelkanth Gardens, Govasndi (East), Mumbai, Maharashtra – 400088		NIL	Transferor Co.1 1 Transferor Co. 2 1 Transferor Co. 3 100 Transferor Co.4 1 Transferor Co. 5 1
7	Ms. Pratima Ram	Independent Director		Apt 32, Maple-A, Prestige Greenwoods, Varthur Road Nagavarapalya, C.V.Raman Nagar Bengaluru 560093 KA In		NIL	Transferor Co.1 NIL Transferor Co. 2 NIL Transferor Co. 3 NIL Transferor Co.4 NIL Transferor Co. 5 NIL
S.N.	Name of KMP		Designation	Address	Equity Shares in Transferee Company		Equity Shares held* in Transferor Companies**
1	Mr. Ashim Vohra		CEO	D-42 Seemant Vihar Kaushambi Ghaziabad 201010 UP IN	NIL		Transferor Co.1 NIL Transferor Co. 2 NIL Transferor Co. 3 NIL Transferor Co.4 NIL Transferor Co. 5 NIL
2	Mr. Ajay Kumar Sancheti		Company Secretary	F 802, BPT Park Prime, Sector 66, Badshahpur Gurgaon 122001 HR IN	NIL		Transferor Co.1 1 Transferor Co. 2 1 Transferor Co. 3 70 Transferor Co.4 1 Transferor Co. 5 NIL

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----- Start of picture text -----

S.N. Name of KMP Designation Address Equity Shares Equity Shares held
in Transferee in Transferor
Company Companies
----- End of picture text -----*

S.N.	Name of KMP	Designation	Address	Equity Shares in Transferee Company	Equity Shares held* in Transferor Companies**
3	Mr. Sanjay Aneja	CFO	B-14, T-1, Bharat Appartment, Vivek Vihar, Phase-I, East Delhi 110095 IN	NIL	Transferor Co.1 NIL Transferor Co. 2 NIL Transferor Co. 3 10 Transferor Co.4 1 Transferor Co. 5 NIL

*** The equity shares held in the Transferor Companies are held in the capacity of a Nominee Shareholder of Minda Corporation Limited (Transferee Company).**

Extent of shareholding of directors and KMPs of Minda Management Services Limited (‘Transferor Company No. 1’) and their respective shareholding in the Transferee Company and the Transferor Companies as on 31[st] March 2018 are as follows:

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----- Start of picture text -----

S.No. Name of Directors Designation Address Equity Shares in Equity Shares held
Transferee in Transferor
Company Companies
----- End of picture text -----*

S.No.	Name of Directors	Designation	Address	Equity Shares in Transferee Company	Equity Shares held* in Transferor Companies**
1	Mr. Ashok Minda	Director	17 Olof Palme Marg Vasant Vihar Delhi 110057	6,55,81,280	Transferor Co.1 1 Transferor Co. 2 1 Transferor Co. 3 NIL Transferor Co.4 1 Transferor Co. 5 NIL
2	Mr. Ajay Kumar Sancheti	Director	F 802, BPT Park Prime, Sector 66, Badshahpur Gurgaon 122001 HR IN	NIL	Transferor Co.1 1 Transferor Co. 2 1 Transferor Co. 3 70 Transferor Co.4 1 Transferor Co. 5 NIL
3	Mr. Sanjay Aneja	Additional Director	B-14, T-1, Bharat Appartment, Vivek Vihar, Phase-I, East Delhi 110095 IN	NIL	Transferor Co.1 NIL Transferor Co. 2 NIL Transferor Co. 3 10 Transferor Co.4 1 Transferor Co. 5 NIL

*** Holding shares in the capacity of Nominee Shareholder of Minda Corporation Limited (Transferee Company)**

(17)

S.N.	Name of KMP	Designation	Address	Equity Shares in Transferee Company	Equity Shares held in Transferor Companies
1	Ms. Shalu Garg	Company Secretary	H. No. 169/21, Raj Nagar, Khandsa Road, Gurgaon-122001	NIL	NIL

Extent of shareholding of directors and KMPs of Minda SAI Limited (‘Transferor Company No. 2’) and their respective shareholding in the Transferee Company and the Transferor Companies as on 31[st] March 2018 are as follows:

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----- Start of picture text -----

S.N. Name of Directors Designation Address Equity Shares in Equity Shares held
Transferee in Transferor
Company Companies
----- End of picture text -----*

S.N.	Name of Directors	Designation	Address	Equity Shares in Transferee Company	Equity Shares held* in Transferor Companies**
1	Mr. Ashok Minda	Chairman & Group CEO	17, Olof Palme Marg, Vasant Vihar, New Delhi-110057	NIL	Transferor Co.1 1 Transferor Co. 2 1 Transferor Co. 3 NIL Transferor Co.4 1 Transferor Co. 5 NIL
2	Mr. Ramesh Chandra Jain	Director	House no. 5305, DLFCity, Phase-IV, Gurgaon, Haryana – 122002	NIL	Transferor Co.1 NIL Transferor Co. 2 NIL Transferor Co. 3 NIL Transferor Co.4 NIL Transferor Co. 5 NIL
3	Mr. Avinash Parkash Gandhi	Director	C-2/14, Safdarjung Development Area Hauz Khas S.O, South West Delhi 110016 DL IN	NIL	Transferor Co.1 NIL Transferor Co. 2 NIL Transferor Co. 3 NIL Transferor Co.4 NIL Transferor Co. 5 NIL
4	Mr. Praveen Gupta	Director	B 9/11, 2nd Floor,DLF City,Phase-I, Gurgaon 122001,, Haryana	NIL	Transferor Co.1 NIL Transferor Co. 2 NIL Transferor Co. 3 NIL Transferor Co.4 NIL Transferor Co. 5 NIL

(18)

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----- Start of picture text -----

S.N. Name of Directors Designation Address Equity Shares in Equity Shares held
Transferee in Transferor
Company Companies
----- End of picture text -----*

S.N.	Name of Directors	Designation	Address	Equity Shares in Transferee Company	Equity Shares held* in Transferor Companies**
5	Ms. Rita Pani	Additional director	263 A Kalpataru Horizon, S.K Ahire Marg, TV Tower, Worli, Mumbai 400018 IN	NIL	Transferor Co.1 NIL Transferor Co. 2 NIL Transferor Co. 3 NIL Transferor Co.4 NIL Transferor Co. 5 NIL
6	Mr. Sanjeev Saxena	CEO & Managing Director	3143, ATS Advantage, Plot-17, Ahinsa Khand-I, Indirapuram, Ghaziabad-201014, Uttar Pradesh	NIL	Transferor Co.1 NIL Transferor Co. 2 NIL Transferor Co. 3 NIL Transferor Co.4 NIL Transferor Co. 5 1

The equity shares held in the Transferor Companies are held in the capacity of a Nominee Shareholder of Minda Corporation Limited (Transferee Company).

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----- Start of picture text -----

S. N. Name of KMP Designation Address Equity Shares in Equity Shares held
Transferee in Transferor
Company Companies
----- End of picture text -----*

S. N.	Name of KMP	Designation	Address	Equity Shares in Transferee Company	Equity Shares held* in Transferor Companies**
1	Mr. Sanjeev Saxena	CEO & Managing Director	3143, ATS Advantage, Plot-17, Ahinsa Khand-I, Indirapuram, Ghaziabad-201014, Uttar Pradesh	NIL	Transferor Co.1 NIL Transferor Co. 2 NIL Transferor Co. 3 NIL Transferor Co.4 NIL Transferor Co. 5 1
2	Mr. Pardeep Mann	Company Secretary	H. No. 23 Sarai Pipal Thala, Adarsh Nagar, North W Est Delhi 110033 IN	NIL	Transferor Co.1 1 Transferor Co. 2 1 Transferor Co. 3 100 Transferor Co.4 NIL Transferor Co. 5 NIL
3	Mr. Arun Wadhwa	CFO	Flat No-304 Tower A8 Olive County Sec- 5, Vasundhara Ghaziabad 201012 UP IN	NIL	NIL

*** The equity shares held in the Transferor Companies are held in the capacity of a Nominee Shareholder of Minda Corporation Limited (Transferee Company).**

(19)

Extent of shareholding of directors and KMPs of Minda Automotive Solutions Limited (‘Transferor Company No. 3’) and their respective shareholding in the Transferee Company and the Transferor Companies as on 31[st] March 2018 are as follows:

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----- Start of picture text -----

S.N. Name of Directors Designation Address Equity Shares in Equity Shares held
Transferee in Transferor
Company Companies
----- End of picture text -----*

S.N.	Name of Directors	Designation	Address	Equity Shares in Transferee Company	Equity Shares held* in Transferor Companies**
1	Mr. Rakesh Jinsi	Director	H.NO.277,Sector 17-A Gurgaon 122001 HR IN	NIL	Transferor Co.1 NIL Transferor Co. 2 NIL Transferor Co. 3 NIL Transferor Co.4 NIL Transferor Co. 5 NIL
2	Mr. Rakesh Kalra	Director	F, 501 Spica, One north near Magarpatta Township, Ha- dapsar Pune 411028 MH IN	NIL	Transferor Co.1 NIL Transferor Co. 2 NIL Transferor Co. 3 NIL Transferor Co.4 NIL Transferor Co. 5 NIL
3	Mr. Naresh Kumar Modi	Additional Director	Flat No B, Ground Floor, Tower 20 Belgravia Central Park 2, Sector 48, Soh Na Road Gurgaon 122001 HR IN	NIL	Transferor Co.1 NIL Transferor Co. 2 NIL Transferor Co. 3 NIL Transferor Co.4 NIL Transferor Co. 5 NIL

S.N.	Name of KMP	Designation	Address	Equity Shares in Transferee Company	Equity Shares in Transferor Companies
N.A

*** The equity shares held in the Transferor Companies are held in the capacity of a Nominee Shareholder of Minda Corporation Limited (Transferee Company).**

(20)

Extent of shareholding of directors and KMPs of Minda Autoelektrik Limited (‘Transferor Company No. 4’) and their respective shareholding in the Transferee Company and the Transferor Companies as on 31[st] March 2018 are as follows:

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----- Start of picture text -----

S.N. Name of Directors Designation Address Equity Shares in Equity Shares
Transferee held in Transferor
Company Companies
1 Mr. Aakash Minda Director 17, Olof Palme Marg Vasant Vihar 15885100 Transferor Co.1
Delhi 110057 Dl In 1
Transferor Co. 2
1
Transferor Co. 3
NIL
Transferor Co.4
NIL
Transferor Co. 5
NIL
2 Mr. Sunil Pahilajani Director C/o Mr.Lalit Jalan Flat 2201 ‘A’ NIL Transferor Co.1
Wing, Ashok Tower Near Hotel NIL
ITC Grand Central Dr.S.S.Rao Transferor Co. 2
Road, Parel Mumbai 400012 NIL
Transferor Co. 3
NIL
Transferor Co.4
NIL
Transferor Co. 5
NIL
3 Mr. Sudhir Kashyap Director J 201,Central Park 1,, SEC-42, NIL Transferor Co.1
Gurgaon, Haryana, 122002, NIL
Haryana, INDIA Transferor Co. 2
NIL
Transferor Co. 3
NIL
Transferor Co.4
1
Transferor Co. 5
NIL
S.N. Name of KMP Designation Address Equity Shares in Equity Shares in
Transferee Transferor
Company Companies
1 Ms. Priyanka Sharma Company F-70B,Street No 13 Laxmi Nagar NIL NIL
Secretary Delhi 110092 DL IN
----- End of picture text -----*

*** The equity shares held in the Transferor Companies are held in the capacity of a Nominee Shareholder of Minda Corporation Limited (Transferee Company).**

(21)

Extent of shareholding of directors and KMPs of Minda Telematics and Electric Mobility Solutions Private Limited (‘’Transferor Company No. 5’’) and their respective shareholding in the Transferee Company and the Transferor Companies as on 31[st] March, 2018 are as follows:

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----- Start of picture text -----

S.N. Name of Directors Designation Address Equity Shares Equity Shares in
in Transferee Transferor
Company Companies
1 Mr. Krishnamurthy President & J-301, Mantri Paradise NIL Transferor Co.1
----- End of picture text -----*

S.N.	Name of Directors	Name of Directors	Designation	Address	Equity Shares in Transferee Company	Equity Shares in* Transferor Companies**
1	Mr. Krishnamurthy		President &	J-301, Mantri Paradise	NIL	Transferor Co.1
	Vaidyanathan		Whole Time Director	Arekere Gate, Bannerghatta Road Bangalore Karnataka India 560076		NIL Transferor Co. 2 NIL Transferor Co. 3 NIL Transferor Co.4 NIL Transferor Co. 5 NIL
2	Mr. Narender Kumar Taneja		Director	EA-3, Inder Puri Central Delhi 110012 Dl In	NIL	Transferor Co.1 NIL Transferor Co. 2 NIL Transferor Co. 3 NIL Transferor Co.4 NIL Transferor Co. 5 NIL
3	Mr. Suresh Dorai Nadar		Director	No.20/1,19th cross,4th Main, BTM 2nd stage NS Palya, Bengaluru – Karnataka -560076	NIL	Transferor Co.1 NIL Transferor Co. 2 NIL Transferor Co. 3 NIL Transferor Co.4 NIL Transferor Co. 5 NIL
4	Mr. Sanjeev Saxena		Director	3143, ATS Advantage, Plot-17, Ahinsa Khand-I, Indirapuram, Ghaziabad-201014, Uttar Pradesh	NIL	Transferor Co.1 NIL Transferor Co. 2 NIL Transferor Co. 3 NIL Transferor Co.4 NIL Transferor Co. 5 1
S.N.	Name of KMP	Designation		Address	Equity Shares in Transferee Company	Equity Shares in Transferor Companies
1	Mr. Krishnamurthy Vaidyanathan	President & Whole Time Director		J-301, Mantri Paradise Arekere Gate, Bannerghatta Road Bangalore Karnataka India 560076	NIL	Transferor Co.1 NIL Transferor Co. 2 NIL Transferor Co. 3 NIL Transferor Co.4 NIL Transferor Co. 5 NIL

*** The equity shares held in the Transferor Companies are held in the capacity of a Nominee Shareholder of Minda Corporation**

(22)

Limited (Transferee Company).

• e) Extent of shareholding of Promoters of the Transferee Company and Transferor Company:

Extent of shareholding of the Promoters of Minda Corporation Limited (‘Transferee Company’) in the Transferee Company and Transferor Companies as on 31[st] March 2018 are as follows:

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----- Start of picture text -----

S. No. Name of the Promoters Address Equity Shares in Equity Shares in
Transferee Transferor
Company Companies
----- End of picture text -----*

S. No.	Name of the Promoters	Address	Equity Shares in Transferee Company	Equity Shares in* Transferor Companies**
1	Mr. Ashok Minda	17, Olof Palme Marg, Vasant Vihar, New Delhi-110057	6,55,81,280	Transferor Co.1 1 Transferor Co. 2 1 Transferor Co. 3 NIL Transferor Co.4 1 Transferor Co. 5 NIL
2	Ms. Sarika Minda	17, Olof Palme Marg, Vasant Vihar, New Delhi-110057	3,33,94,900	Transferor Co.1 1 Transferor Co. 2 1 Transferor Co. 3 NIL Transferor Co.4 NIL Transferor Co. 5 NIL
3	Mr. Aakash Minda	17, Olof Palme Marg, Vasant Vihar, New Delhi-110057	1,58,85,100	Transferor Co.1 1 Transferor Co. 2 1 Transferor Co. 3 NIL Transferor Co.4 NIL Transferor Co. 5 NIL
4	Minda Capital Private Limited	A 15 Ashok Vihar Phase 1delhi 110052	1,59,04,162	Transferor Co.1 NIL Transferor Co. 2 NIL Transferor Co. 3 NIL Transferor Co.4 NIL Transferor Co. 5 NIL
5	Tech Aid Engineering Pvt. Ltd.	RZ-1/51, Tughalakabad Extn. Lane No-3, New Delhi 110019	83,81,800	Transferor Co.1 NIL Transferor Co. 2 NIL Transferor Co. 3 NIL Transferor Co.4 NIL Transferor Co. 5 NIL

(23)

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----- Start of picture text -----

S. No. Name of the Promoters Address Equity Shares in Equity Shares in
Transferee Transferor
Company Companies
----- End of picture text -----*

S. No.	Name of the Promoters	Address	Equity Shares in Transferee Company	Equity Shares in* Transferor Companies**
6	Blest Marketing & Advertising Pvt. Ltd.	109 C Pocket -F Mig Flats Gtb Enclave Delhi 110093	45,55,000	Transferor Co.1 NIL Transferor Co. 2 NIL Transferor Co. 3 NIL Transferor Co.4 NIL Transferor Co. 5 NIL
7	Minda S.M. Technocast Pvt. Ltd.	A -15 Ashok Vihar Phase -1 Delhi 110052	29,50,000	Transferor Co.1 NIL Transferor Co. 2 NIL Transferor Co. 3 NIL Transferor Co.4 NIL Transferor Co. 5 NIL

*** Holding shares in the capacity of Nominee Shareholder of Minda Corporation Limited (Transferee Company)**

Extent of shareholding of the Promoters of Minda Management Services Limited (‘’Transferor Company No. 1”) in the Transferee Company and Transferor Companies as on 31[st] March 2018 are as follows:

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----- Start of picture text -----

S. No Name of Promoters Address Equity Shares in Equity Shares held
Transferee in Transferor
Company Companies
----- End of picture text -----

S. No	Name of Promoters	Address	Equity Shares in Transferee Company	Equity Shares held in Transferor Companies	Equity Shares held in Transferor Companies
1	Minda Corporation Limited	A-15, Ashok Vihar Phase - I, New Delhi – 110052	NA	   	Transferor Co. 1: 54,99,994; Transferor Co. 2: 70,77,102; Transferor Co. 3: 2,79,910; Transferor Co. 4: 85,08,327;

Extent of shareholding of the Promoters of Minda SAI Limited (‘’Transferor Company No. 2”) in the Transferee Company and Transferor Companies as on 31[st] March 2018 are as follows:

S. No	Name of Promoters	Address	Equity Shares in Transferee Company	Equity Shares held in Transferor Companies	Equity Shares held in Transferor Companies
1	Minda Corporation Limited	A-15, Ashok Vihar Phase - I, New Delhi – 110052	NA	   	Transferor Co. 1: 54,99,994; Transferor Co. 2: 70,77,102; Transferor Co. 3: 2,79,910; Transferor Co. 4: 85,08,327;

Extent of shareholding of the Promoters of Minda Automotive Solutions Limited (‘’Transferor Company No. 3”) in the Transferee Company and Transferor Companies as on 31[st] March 2018 are as follows:

(24)

f) The pre and post Scheme (expected) shareholding pattern of the Transferee Company is as under:

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----- Start of picture text -----

S. No Name of Promoters Address Equity Shares in Equity Shares held in
Transferee Transferor
Company Companies
----- End of picture text -----

S. No	Name of Promoters	Address	Equity Shares in Transferee Company	Equity Shares held in Transferor Companies	Equity Shares held in Transferor Companies
1	Minda Corporation Limited	A-15, Ashok Vihar Phase - I, New Delhi – 110052	NA	   	Transferor Co. 1: 54,99,994; Transferor Co. 2: 70,77,102; Transferor Co. 3: 2,79,910; Transferor Co. 4: 85,08,327;

Extent of shareholding of the Promoters of Minda Autoelektrik Limited (‘’Transferor Company No. 4”)in the Transferee Company and Transferor Companies as on 31[st] March 2018 are as follows:

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----- Start of picture text -----

S. No Name of Promoters Address Equity Shares in Equity Shares held in
Transferee Transferor
Company Companies
----- End of picture text -----

S. No	Name of Promoters	Address	Equity Shares in Transferee Company	Equity Shares held in Transferor Companies	Equity Shares held in Transferor Companies
1	Minda Corporation Limited	A-15, Ashok Vihar Phase - I, New Delhi – 110052	NA	   	Transferor Co. 1: 54,99,994; Transfer Co. 2: 70,77,102; Transfer Co. 3: 2,79,910; Transfer Co. 4: 85,08,327;

Extent of shareholding of the Promoters of Minda Telematics and Electric Mobility Solutions Private Limited (‘’Transferor Company No. 5”) in the Transferee Company and Transferor Companies as on 31[st] March 2018 are as follows:

S. No	Name of Promoters	Address	Equity Shares in Transferee Company	Equity Shares held in Transferor Companies	Equity Shares held in Transferor Companies
1	Minda SAI Limited	A-15, Ashok Vihar Phase - I, New Delhi – 110052	NA		Transferor Co. 5: 7,26,881;

S. No.	Description	Pre Scheme shareholding pattern (As on March 31, 2018)	Pre Scheme shareholding pattern (As on March 31, 2018)	Post Scheme shareholding pattern	Post Scheme shareholding pattern
		Number of Shares Held	% of Share Capital	Number of Shares Held	% of Share Capital
(A)	PROMOTER
1	Indian
(a)	Individuals / Hindu Undivided Family	11,48,61,280	54.88%	11,48,61,280	54.88%
(b)	Central Government/ State Government(s)	-	-	-	-
(c)	Financial Institutions/ Banks	-	-	-	-
(d)	(Any Other) - Bodies Corporate	3,17,90,962	15.19%	3,17,90,962	15.19%
	Sub-Total A(1):	14,66,52,242	70.06%	14,66,52,242	70.06%
2	Foreign
(a)	Individuals (NRI/ Foreign Individuals)	-	-	-	-
(b)	Government	-	-	-	-

(25)

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----- Start of picture text -----

S. Description Pre Scheme shareholding Post Scheme shareholding
No. pattern (As on March 31, 2018) pattern
Number of % of Share Number of % of Share
Shares Held Capital Shares Held Capital
(c) Institutions - - - -
- - - -
(d) Foreign Portfolio Investor
(e) (Any Other) - Bodies Corporate 3,00,000 0.14% 3,00,000 0.14%
Sub-Total A(2) : 3,00,000 0.14% 3,00,000 0.14%
Total A=A(1)+A(2) 14,69,52,242 70.21% 14,69,52,242 70.21%
(B) PUBLIC
B 1 Institutions
(a) Mutual Funds / UTI 33,72,550 1.61% 33,72,550 1.61%
(b) Venture Capital Funds 68,33,505 3.26% 68,33,505 3.26%
(c) Alternate Investment Funds 5,36,026 0.26% 5,36,026 0.26%
- - - -
(d) Foreign Venture Capital Investors
(e) Foreign Portfolio Investors 55,43,390 2.65% 55,43,390 2.65%
(f) Financial Institutions / Banks 4,96,908 0.24% 4,96,908 0.24%
- - - -
(g) Insurance Companies
(h) Provident Funds/ Pension Funds - - - -
- - - -
(i) Any other
Sub-Total B(1) : 1,67,82,379 8.02% 1,67,82,379 8.02%
B2 Central/State Govt(s)/ President of India
Sub-Total B(2):
B3 Non-Institutions
(a) Individual shareholders holding shares upto 87,32,416 4.17% 87,32,416 4.17%
nominal value of Rs. 2 Lakhs
(b) Individual shareholders holding shares in 7,50,000 0.36% 7,50,000 0.36%
excess of nominal value of Rs. 2 Lakhs
(c) NBFCs registered with RBI 7,140 0.00% 7,140 0.00%
- - - -
(d) Employee Trusts
- - - -
(e) Overseas Depositories(holding DRs)
(f) Any Other
-Bodies Corporate (Domestic) 1,13,12,836 5.41% 1,13,12,836 5.41%
-Non Resident Indians 6,54,491 0.31% 6,54,491 0.31%
-Trust 1,08,50,700 5.18% 1,08,50,700 5.18%
HUF 8,00,671 0.38% 8,00,671 0.38%
Clearing Members 13,00,473 0.62% 13,00,473 0.62%
Sub-Total B(3): 4,02,35,179 19.22% 3,99,52,578 19.22%
Total B=B(1)+B(2)+ B(3): 5,70,17,558 27.24% 5,67,34,957 27.24%
(C)
(C1) Shares held by employee Trust 53,41,840 2.55% 53,41,840 2.55%
(C2) Non Promoter- Non Public 53,41,840 2.55% 53,41,840 2.55%
Total (A+B+C): 20,90,29,039 100.00% 20,90,29,039 100.00%
----- End of picture text -----*

(26)

f) The pre and post Scheme (expected) shareholding pattern of the Transferor Company No. 1 is as under:

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----- Start of picture text -----

S. Description Pre Scheme shareholding Post Scheme shareholding
No. pattern (As on March 31, 2018) pattern (Not applicable since
Transferor Company No. 1 cease
to exist post amalgamation)
Number of % of Share Number of % of Share
Shares Held Capital Shares Held Capital
(A) PROMOTER
1 Indian - - - -
(a) Individuals / Hindu Undivided Family - - - -
(b) Central Government/ State Government(s) - - - -
(c) Financial Institutions/ Banks - - - -
(d) (Any Other) - Bodies Corporate 55,00,000 100.00% - -
Sub-Total A(1): 55,00,000 100.00% - -
2 Foreign
(a) Individuals (NRI/ Foreign Individuals) - - - -
(b) Government - - - -
(c) Institutions - - - -
(d) Foreign Portfolio Investor - - - -
(e) (Any Other) - Bodies Corporate - - - -
Sub-Total A(2) : - - - -
Total A=A(1)+A(2) 55,00,000 100.00% - -
(B) PUBLIC
B 1 Institutions
(a) Mutual Funds / UTI - - - -
(b) Venture Capital Funds - - - -
(c) Alternate Investment Funds - - - -
(d) Foreign Venture Capital Investors - - - -
(e) Foreign Portfolio Investors - - - -
(f) Financial Institutions / Banks - - - -
(g) Insurance Companies - - - -
(h) Provident Funds/ Pension Funds - - - -
(i) Any other - - - -
Sub-Total B(1) : - - - -
B2 Central/State Govt(s)/ President of India - - - -
Sub-Total B(2): - - - -
B3 Non-Institutions
- - - -
(a) Individual shareholders holding shares upto
nominal value of Rs. 2 Lakhs
- - - -
(b) Individual shareholders holding shares in
excess of nominal value of Rs. 2 Lakhs
(c) NBFCs registered with RBI - - - -
(d) Employee Trusts - - - -
(e) Overseas Depositories (holding DRs) - - - -
(f) Any Other - - - -
-Bodies Corporate (Domestic) - - - -
-Non Resident Indians - - - -
-Trust - - - -
Sub-Total B(3): - - - -
Total B=B(1)+B(2)+ B(3): - - - -
Total (A+B): 55,00,000 100.00% - -
----- End of picture text -----

(27)

The pre and post Scheme (expected) shareholding pattern of the Transferor Company No. 2 is as under:

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----- Start of picture text -----

S. Description Pre Scheme shareholding Post Scheme shareholding
No. pattern (As on March 31, 2018) pattern (Not applicable since
Transferor Company
No. 2 cease to exist post
amalgamation)
Number of % of Share Number of % of Share
Shares Held Capital Shares Held Capital
(A) PROMOTER
1 Indian - - - -
(a) Individuals / Hindu Undivided Family - - - -
(b) Central Government/ State Government(s) - - - -
(c) Financial Institutions/ Banks - - - -
(d) (Any Other) - Bodies Corporate 70,77,108 100% - -
Sub-Total A(1): 70,77,108 100% - -
2 Foreign
(a) Individuals (NRI/ Foreign Individuals) - - - -
(b) Government - - - -
(c) Institutions - - - -
(d) Foreign Portfolio Investor - - - -
(e) (Any Other) - Bodies Corporate - - - -
Sub-Total A(2) : - - - -
Total A=A(1)+A(2) 70,77,108 100% - -
(B)
B 1 Institutions
(a) Mutual Funds / UTI - - - -
(b) Venture Capital Funds - - - -
(c) Alternate Investment Funds - - - -
(d) Foreign Venture Capital Investors - - - -
(e) Foreign Portfolio Investors - - - -
(f) Financial Institutions / Banks - - - -
(g) Insurance Companies - - - -
(h) Provident Funds/ Pension Funds - - - -
(i) Any other - - - -
Sub-Total B(1) : - - - -
B2 Central/State Govt(s)/ President of India - - - -
Sub-Total B(2): - - - -
B3 Non-Institutions
- - - -
(a) Individual shareholders holding shares upto
nominal value of Rs. 2 Lakhs
- - - -
(b) Individual shareholders holding shares in
excess of nominal value of Rs. 2 Lakhs
(c) NBFCs registered with RBI - - - -
(d) Employee Trusts - - - -
(e) Overseas Depositories(holding DRs) - - - -
(f) Any Other - - - -
-Bodies Corporate (Domestic) - - - -
-Non Resident Indians - - - -
-Trust - - - -
Sub-Total B(3): - - - -
Total B=B(1)+B(2)+ B(3): - - - -
Total (A+B): 70,77,108 100% - -
----- End of picture text -----

(28)

The pre and post Scheme (expected) shareholding pattern of the Transferor Company 3 is as under:

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----- Start of picture text -----

S. Description Pre Scheme shareholding Post Scheme shareholding
No. pattern (As on March 31, pattern (Not applicable since
2018) Transferor Company No. 3 cease
to exist post amalgamation)
Number of % of Share Number of % of Share
Shares Held Capital Shares Held Capital
(A) PROMOTER
1 Indian - - - -
(a) Individuals / Hindu Undivided Family - - - -
(b) Central Government/ State Government(s) - - - -
(c) Financial Institutions/ Banks - - - -
(d) (Any Other) - Bodies Corporate 2,80,300 100% - -
Sub-Total A(1): 2,80,300 100% - -
2 Foreign
(a) Individuals (NRI/ Foreign Individuals) - - - -
(b) Government - - - -
(c) Institutions - - - -
(d) Foreign Portfolio Investor - - - -
(e) (Any Other) - Bodies Corporate - - - -
Sub-Total A(2) : - - - -
Total A=A(1)+A(2) 2,80,300 100% - -
(B) PUBLIC
B 1 Institutions
(a) Mutual Funds / UTI - - - -
(b) Venture Capital Funds - - - -
(c) Alternate Investment Funds - - - -
(d) Foreign Venture Capital Investors - - - -
(e) Foreign Portfolio Investors - - - -
(f) Financial Institutions / Banks - - - -
(g) Insurance Companies - - - -
(h) Provident Funds/ Pension Funds - - - -
(i) Any other - - - -
Sub-Total B(1) : - - - -
B2 Central/State Govt(s)/ President of India - - - -
Sub-Total B(2): - - - -
B3 Non-Institutions
- - - -
(a) Individual shareholders holding shares upto
nominal value of Rs. 2 Lakhs
- - - -
(b) Individual shareholders holding shares in
excess of nominal value of Rs. 2 Lakhs
(c) NBFCs registered with RBI - - - -
(d) Employee Trusts - - - -
(e) Overseas Depositories(holding DRs) - - - -
(f) Any Other - - - -
-Bodies Corporate (Domestic) - - - -
-Non Resident Indians - - - -
-Trust - - - -
Sub-Total B(3): - - - -
Total B=B(1)+B(2)+ B(3): - - - -
Total (A+B): 2,80,300 100% - -
----- End of picture text -----

(29)

The pre and post Scheme (expected) shareholding pattern of the Transferor Company 4 is as under:

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----- Start of picture text -----

S. Description Pre Scheme shareholding Post Scheme shareholding
No. pattern (As on March 31, 2018) pattern (Not applicable since
Transferor Company
No. 4 cease to exist post
amalgamation)
Number of % of Share Number of % of Share
Shares Held Capital Shares Held Capital
(A) PROMOTER
1 Indian - - - -
(a) Individuals / Hindu Undivided Family - - - -
(b) Central Government/ State Government(s) - - - -
(c) Financial Institutions/ Banks - - - -
(d) (Any Other) - Bodies Corporate 85,08,333 100% - -
Sub-Total A(1): 85,08,333 100% - -
2 Foreign
(a) Individuals (NRI/ Foreign Individuals) - - - -
(b) Government - - - -
(c) Institutions - - - -
(d) Foreign Portfolio Investor - - - -
(e) (Any Other) - Bodies Corporate - - - -
Sub-Total A(2) : - - - -
Total A=A(1)+A(2) 85,08,333 100% - -
(B) PUBLIC
B 1 Institutions
(a) Mutual Funds / UTI - - - -
(b) Venture Capital Funds - - - -
(c) Alternate Investment Funds - - - -
(d) Foreign Venture Capital Investors - - - -
(e) Foreign Portfolio Investors - - - -
(f) Financial Institutions / Banks - - - -
(g) Insurance Companies - - - -
(h) Provident Funds/ Pension Funds - - - -
(i) Any other - - - -
Sub-Total B(1) : - - - -
B2 Central/State Govt(s)/ President of India - - - -
Sub-Total B(2): - - - -
B3 Non-Institutions
- - - -
(a) Individual shareholders holding shares upto
nominal value of Rs. 2 Lakhs
- - - -
(b) Individual shareholders holding shares in
excess of nominal value of Rs. 2 Lakhs
(c) NBFCs registered with RBI - - - -
(d) Employee Trusts - - - -
(e) Overseas Depositories(holding DRs) - - - -
(f) Any Other - - - -
-Bodies Corporate (Domestic) - - - -
-Non Resident Indians - - - -
-Trust - - - -
Sub-Total B(3): - - - -
Total B=B(1)+B(2)+ B(3): - - - -
Total (A+B): 85,08,333 100% - -
----- End of picture text -----

(30)

The pre and post Scheme (expected) shareholding pattern of the Transferor Company 5 is as under:

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----- Start of picture text -----

S. Description Pre Scheme shareholding pattern Post Scheme shareholding pattern
No. (As on March 31, 2018) (Not applicable since
Transferor Company No. 5 cease to
exist post amalgamation)
Number of % of Share Number of % of Share
Shares Held Capital Shares Held Capital
(A) PROMOTER
1 Indian - - - -
(a) Individuals / Hindu Undivided Family - - - -
(b) Central Government/ State Government(s) - - - -
(c) Financial Institutions/ Banks - - - -
(d) (Any Other) - Bodies Corporate 7,26,882 100% - -
Sub-Total A(1): 7,26,882 100% - -
2 Foreign
(a) Individuals (NRI/ Foreign Individuals) - - - -
(b) Government - - - -
(c) Institutions - - - -
(d) Foreign Portfolio Investor - - - -
(e) (Any Other) - Bodies Corporate - - - -
Sub-Total A(2) : - - - -
Total A=A(1)+A(2) 7,26,882 100% - -
(B)
B 1 Institutions
(a) Mutual Funds / UTI - - - -
(b) Venture Capital Funds - - - -
(c) Alternate Investment Funds - - - -
(d) Foreign Venture Capital Investors - - - -
(e) Foreign Portfolio Investors - - - -
(f) Financial Institutions / Banks - - - -
(g) Insurance Companies - - - -
(h) Provident Funds/ Pension Funds - - - -
(i) Any other - - - -
Sub-Total B(1) : - - - -
B2 Central/State Govt(s)/ President of India - - - -
Sub-Total B(2): - - - -
B3 Non-Institutions
- - - -
(a) Individual shareholders holding shares upto
nominal value of Rs. 2 Lakhs
- - - -
(b) Individual shareholders holding shares in
excess of nominal value of Rs. 2 Lakhs
(c) NBFCs registered with RBI - - - -
(d) Employee Trusts - - - -
(e) Overseas Depositories(holding DRs) - - - -
(f) Any Other - - - -
-Bodies Corporate (Domestic) - - - -
-Non Resident Indians - - - -
-Trust - - - -
Sub-Total B(3): - - - -
Total B=B(1)+B(2)+ B(3): - - - -
Total (A+B): 7,26,882 100% - -
----- End of picture text -----

(31)

g) Capital Structure of the Transferee Company and Transferor Companies – Pre and Post Scheme (expected):

Pre and Post Scheme capital structure of the Transferee Company is follows:

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----- Start of picture text -----

Description Pre-Scheme as on March 31, 2018 Post-Scheme
No. of Shares Amount in Rs. No. of Shares Amount in Rs.
Authorized Share Capital
Equity Shares of Rs.2/- each 250,000,000 500,000,000 69,25,00,000 1,38,50,00,000
0.001% Redeemable Cumulative preference shares of Rs. 2,40,000 192,000,000 2,40,000 192,000,000
800 each
Total Authorised Share Capital 25,02,40,000 692,000,000 69,27,40,000 1,57,70,00,000
Issued, Subscribed and Paid up Share Capital:
Paid Up Share Capital: 209,311,640 418,623,280 209,311,640 418,623,280
Fully Paid Equity Shares of Rs.2/- each
Less: Calls in arrears by others
Total paid up share capital 209,311,640 418,623,280 209,311,640 418,623,280
----- End of picture text -----

Pre and Post Scheme capital structure of the Transferor Company 1 is follows:

==> picture [504 x 174] intentionally omitted <==

----- Start of picture text -----

Description Pre-Scheme as on March 31, 2018 Post-Scheme
(Not applicable since Transferor
Company No. 1 cease to exist post
amalgamation)
No. of Shares Amount in Rs. No. of Shares Amount in Rs.
Authorized Share Capital
- -
Equity shares of Rs.10/- each 6,000,000 60,000,000
- -
Total Authorised Share Capital 6,000,000 60,000,000
Issued, Subscribed and Paid up Share Capital:
- -
Equity Shares of Rs.10/- each 5,500,000 55,000,000
- -
Total paid up share capital 5,500,000 55,000,000
----- End of picture text -----

Pre and Post Scheme capital structure of the Transferor Company 2 is follows:

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----- Start of picture text -----

Description Pre-Scheme as on March 31, 2018 Post-Scheme
(Not applicable since Transferor
Company cease to exist post
amalgamation)
No. of Shares Amount in Rs. No. of Shares Amount in Rs.
Authorized Share Capital
- -
Equity shares of Rs.10/- each 7,200,000 720,000,000
- -
Total Authorised Share Capital 7,200,000 720,000,000
Issued, Subscribed and Paid up Share Capital:
- -
Equity Shares of Rs.10/- each 7,077,108 707,710,800
- -
Total paid up share capital 7,077,108 707,710,800
----- End of picture text -----

(32)

Pre and Post Scheme capital structure of the Transferor Company 3 is follows:

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----- Start of picture text -----

Description Pre-Scheme as on March 31, 2018 Post-Scheme
(Not applicable since Transferor
Company No. 3 cease to exist post
amalgamation)
No. of Shares Amount in Rs. No. of Shares Amount in Rs.
Authorized Share Capital
Equity shares of Rs.10/- each 500,000 5,000,000 - -
Total Authorised Share Capital 500,000 5,000,000 - -
Issued, Subscribed and Paid up Share Capital:
Equity Shares of Rs.10/- each 280,300 28,03,000 - -
Total paid up share capital 280,300 28,03,000 - -
----- End of picture text -----

Pre and Post Scheme capital structure of the Transferor Company 4 is follows:

==> picture [504 x 150] intentionally omitted <==

----- Start of picture text -----

Description Pre-Scheme as on March 31, 2018 Post-Scheme
(Not applicable since Transferor
Company 4 cease to exist post
amalgamation)
No. of Shares Amount in Rs. No. of Shares Amount in Rs.
Authorized Share Capital
Equity shares of Rs.10/- each 9,000,000 90,000,000 - -
Total Authorised Share Capital 9,000,000 90,000,000 - -
Issued, Subscribed and Paid up Share Capital:
Equity Shares of Rs.10/- each 8,508,333 85,083,330 - -
Total paid up share capital 8,508,333 85,083,330 - -
----- End of picture text -----

Pre and Post Scheme capital structure of the Transferor Company 5 is follows:

==> picture [504 x 150] intentionally omitted <==

----- Start of picture text -----

Description Pre-Scheme as on March 31, 2018 Post-Scheme
(Not applicable since Transferor
Company 5 cease to exist post
amalgamation)
No. of Shares Amount in Rs. No. of Shares Amount in Rs.
Authorized Share Capital
Equity shares of Rs.10/- each 1,000,000 10,000,000 - -
Total Authorised Share Capital 1,000,000 10,000,000 - -
Issued, Subscribed and Paid up Share Capital:
Equity Shares of Rs.10/- each 726,882 7,268,820 - -
Total paid up share capital 726,882 7,268,820 - -
----- End of picture text -----

43. General:

• a. To the knowledge of Transferor Companies and Transferee Company, there is no petition pending for winding up of the Transferor Companies and/or Transferee Company.

• b. The proposed Scheme does not affect in any manner nor vary the rights in any manner of the Key Managerial Persons (as defined under the Companies Act, 2013) or directors of the Transferor Companies or the Transferee Company. The Scheme also does not propose any capital or debt restructuring or any compromise or arrangement with the creditors of the Transferor Companies or the Transferee Company.

• c. It is confirmed that the copy of the Scheme, as approved by Board, has been filed with the concerned Registrar of Companies.

• d. In compliance with the requirement of Section 230(5) of the Companies Act, 2013 and Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, notice in the prescribed form and seeking approvals, sanctions or no-objections shall be served to the concerned regulatory and government authorities for the purpose of the proposed Scheme.

(33)

1. The Scheme is conditional upon and subject to the following:

2. a. the Scheme being approved by the requisite majorities of the various classes of members and creditors of the Transferee Company and Transferor Companies as required under Applicable Laws and as may be directed by the NCLT or any other authority as may be prescribed or notified;

3. b. Approval and/or compliance of the regulations / conditions, if any, by SEBI, NSE and BSE (as applicable);

4. c. the sanction of the Scheme by NCLT;

5. d. such other sanctions and approvals including sanctions of any Governmental Authority or regulatory authority as may be required by law or contract in respect of the Scheme being obtained; and

6. e. the certified copies of the orders of the NCLT referred to in this Scheme being filed with the relevant Registrar of Companies by the Transferee Company and each of the Transferor Companies.The Scheme shall become effective on last of the dates on which Transferee Company and each of the Transferor Companies file a certified copy of the order of the NCLT sanctioning the Scheme with the relevant Registrar of Companies. Such date shall be known as the “ Effective Date ”.

Notwithstanding anything to the contrary contained elsewhere in this Scheme, in the event this Scheme is approved with respect to the merger of one or more Transferor Company(ies) into Transferee Company by the NCLT, but not in relation to the merger of one or more other Transferor Company(ies) into the Transferee Company, or vice versa, the Board of Directors of the Transferee Company shall be at liberty to make the Scheme partially effective to that extent.

45. Statement disclosing details of Amalgamation as per sub-section 3 of Section 230 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016:

==> picture [504 x 17] intentionally omitted <==

----- Start of picture text -----

S. No Particulars Transferee Company Transferor Companies
----- End of picture text -----

S. No	Particulars	Transferee Company	Transferor Companies	Transferor Companies
i. Detailsof the order of the NCLT directing the calling, convening and conducting of the meeting :-
A	Date of the order	January23, 2019
B	Date, time and venue of the meeting	Meeting of Equity Shareholders will be held on February 25, 2019 (Monday) at 09.30 A.M. Meeting of Secured and Unsecured Creditors will be held on February 26, 2019 (Tuesday) at 09.30 A.M. and 11.30 A.M. respectively. Venue for all meetings: PHD House, 4/2, August Kranti Marg, Siri Institutional Area, Block A, Nipccd Campus, Hauz Khas, New Delhi-110016	• • • • •	Transferor Company 1: Meeting of Secured Creditors and Unsecured Creditors will be held on February 26, 2019 (Tuesday) at 12.30 P.M. and 04.00 P.M. respectively. Transferor Company 2: Meeting of Secured Creditors will be held on February 26, 2019 (Tuesday) at 10.30 A.M. & Meeting of Unsecured Creditors will be held on February 25, 2019 (Monday) at 02.00 P.M.. Transferor Company 3: Meeting of Unsecured Creditors will be held on February 26, 2019 (Tuesday) at 05.00 P.M. Transferor Company 4: Meeting of Secured Creditors will be held on February 27, 2019 (Wednesday) at 11.30 A.M. and Meeting of Unsecured Creditors will be held on February 25, 2019 (Monday) at 03.00 A.M. Venue for all aforesaid meetings: PHD House, 4/2, August Kranti Marg, Siri Institutional Area, Block A, Nipccd Campus, Hauz Khas, New Delhi-110016

(34)

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----- Start of picture text -----

S. No Particulars Transferee Company Transferor Companies
----- End of picture text -----

S. No	Particulars	Transferee Company	Transferor Companies	Transferor Companies
ii.Details of the Companies including:
A	Corporate Identifcation Number (CIN)	L74899DL1985PLC020401	• • • • •	Transferor Company 1: U74140DL2004PLC125552 Transferor Company 2: U31905DL1981PLC127345 Transferor Company 3: U51909DL1985PLC021049 Transferor Company 4: U29221DL2007PLC160549 Transferor Company 5:U73100KA2004PTC033241
B	Permanent Account Number (PAN)	AAACM0344C	• • • • •	Transferor Company 1: AAECM9469N Transferor Company 2: AAAFT4536E Transferor Company 3: AAACS3250K Transferor Company 4: AAECP1951E Transferor Company 5: AABCE3140R
C	Name of Company	Minda Corporation Limited	• • • • •	Transferor Company 1: Minda Management Services Limited Transferor Company 2: Minda SAI Limited Transferor Company 3:Minda Automotive Solutions Limited Transferor Company 4:Minda Autoelektrik Limited Transferor Company 5: Minda Telematics and Electric MobilitySolutions Private Limited
D	Date of Incorporation	11.03.1985	• • • • •	Transferor Company 1:01.04.2004 Transferor Company 2:16.04.1981 Transferor Company 3:27.05.1985 Transferor Company 4:15.03.2007 Transferor Company 5:23.01.2004
E	Type of Company	Listed Public company	• • • • •	Transferor Company 1: Public Limited Company Transferor Company 2: Public Limited Company Transferor Company 3: Public Limited Company Transferor Company 4: Public Limited Company Transferor Company 5: Private Limited Company

(35)

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----- Start of picture text -----

S. No Particulars Transferee Company Transferor Companies
F Registered Office address A-15, Ashok Vihar Phase - I, • Transferor Company 1:
----- End of picture text -----

S. No	Particulars	Transferee Company	Transferor Companies	Transferor Companies
F	Registered Offce address	A-15, Ashok Vihar Phase - I,	• Transferor Company 1:
		New Delhi - 110052	• • • •	A -15, Ashok Vihar Phase - I New Delhi – 110052 Transferor Company 2: A -15, Ashok Vihar Phase - I New Delhi – 110052 Transferor Company 3: A -15, Ashok Vihar Phase - I New Delhi – 110052 Transferor Company 4: A -15, Ashok Vihar Phase - I New Delhi – 110052 Transferor Company 5: Plot No. 18, Sy No. 43, Electronic City 2nd Phase, Hosur Road Bangalore, Karnataka - 560100.
G	E-mail address	investor@minda.co.in	•	For all Transferor Companies:- investor@minda.co.in
H	Summary of relevant key objects as per the memorandum of association; and main business carried on by the Company	Primarily involved in manufacturing of Automobile Components and Parts thereof.	• • • • •	Transferor Company 1: Primarily engaged in providing management consultancy and business support services. Transferor Company 2: Primarily involved in manufacturing of Automobile Components and Parts thereof. Transferor Company 3: Primarily involved in manufacturing of Automobile Components and Parts thereof. Transferor Company 4: Primarily involved in manufacturing and selling of starter motors and alternators and parts thereof for automobiles. Transferor Company 5: Primarily engaged in the business of designing, development, manufacturing and distribution of telematics products and solutions for automotive and non-automotive applications.
I	Details of change of name, registered offce and objects of the company during the last fve years;	NA	• • • • •	Transferor Company 1:- NA Transferor Company 2:- NA Transferor Company 3:- NA Transferor Company 4: Name was changed to Minda Autoelektrik Limited with effect from June 3, 2016 Transferor Company 5: Name was changed to Minda Telematics and Electric Mobility Solutions Private Limited with effect from August 28, 2018

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S. No Particulars Transferee Company Transferor Companies
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S. No	Particulars	Transferee Company	Transferor Companies	Transferor Companies	Transferor Companies
J	Name of the stock exchange (s) where securities of the company are listed, if applicable;	BSE Limited and National Stock Exchange of India Limited	• • • • •		Transferor Company 1:NA Transferor Company 2:NA Transferor Company 3:NA Transferor Company 4:NA Transferor Company 5:NA
K	Details of capital structure – Authorised, Issued, Subscribed and Paid up share capital;	Refer para 42(g) of the Explanatory Statement	Refer para 42(g) of the Explanatory Statement
L	Names of the Directors and Promoters along with their addresses	Refer para 42(d) of the ExplanatoryStatement	Refer para 42(d) of the Explanatory Statement
iii.	If the scheme of arrangement relates to more than one company, the fact and details of any relationship subsisting between such companies who are parties to such scheme of compromise or arrangement, including holding, subsidiary or associate companies	Transferor Companies are wholly owned subsidiaries (direct or indirectly) of the Transferee Company
iv.	The date of board meeting at which the scheme was approved by the board of directors including the name of directors who voted in favour of the resolution, who voted against the resolution and who did not vote or participate on such resolution	October 01, 2018 Refer para 39 of the explanatory statement	• • • • •	Transferor Company 1:October 01, 2018 Refer para 8 of the Explanatory statement Transferor Company 2: October 01, 2018 Refer para 14 of the Explanatory statement Transferor Company 3: October 01, 2018 Refer para 20 of the Explanatory statement Transferor Company 4: October 01, 2018 Refer para 26 of the Explanatory statement Transferor Company 5: October 01, 2018 Refer para 33 of the explanatory statement
v.Explanatorystatement disclosing details of the scheme of compromise or arrangement including:-
A	Parties involved in such compromise or arrangement;	Minda Management Services limited, Minda SAI Limited, Minda Automotive Solutions Limited, Minda Autoelektrik Limited and Minda Telematics And Electric Mobility Solutions Private Limited (‘Transferor Companies’) and Minda Corporation Limited(‘Transferee Company’)
B	Appointed Date	April 1, 2018
C	Effective Date	“Effective Date” means the last of the date on which the certifed copy of the Order of the Hon’ble NCLT of New Delhi and Karnataka (Bengaluru Bench) is fled with the Registrar of Companies, NCT of Delhi and Haryana at New Delhi and NCT of Karnataka, as applicable, by the Transferor Companies and Transferee Company, as the case maybe.

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S. No Particulars Transferee Company Transferor Companies
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S. No	Particulars	Transferee Company	Transferor Companies	Transferor Companies
D	Share entitlement ratio (if applicable) and other considerations, if any	Since, all the Transferor Companies are wholly owned subsidiary companies of the Transferee Company i.e. the entire paid up equity share capital of the Transferor Companies is being benefcially held by the Transferee Company, no new equity shares of the Transferee Company shall be issued and allotted in respect of shares held by the Transferee Company in the Transferor Companies. Upon the Scheme becoming effective, the entire paid up share capital of the Transferor Companies shall be cancelled and extinguished without anyfurther act, deed or instrument as an integralpart of this Scheme.
E	Summary of Valuation report (if applicable) including basis of valuation and fairness opinion of the registered valuer, if any, and the declaration that the valuation report is available for inspection at registered offce of the Company	Not applicable
F	Details of capital or debt restructuring, if any	Not applicable
G	Rationale for the arrangement	Refer Para 40(b)of the ExplanatoryStatement.
H	Benefts of the arrangement as perceived by the Board of directors to the company, members, creditors and others(as applicable)	Refer Para 40 (b) of the Explanatory Statement.
I	Amount due Secured and unsecured creditors as on August 31, 2018	Secured Creditors -Rs. 2,522,929,528/- Unsecured Creditors - Rs. 1,257,396,875/-	• • • • •	Transferor Company 1: Secured Creditors –Rs. 20,000,000 Unsecured Creditors - Rs. 72,80,755.48 Transferor Company 2: Secured Creditors - Rs. 587,219,822 Unsecured Creditors - Rs.1,397,484,564 Transferor Company 3: Secured Creditors - Nil Unsecured Creditors - Rs. 597,599,651.12 Transferor Company 4: Secured Creditors - Rs. 159,054,998.82 Unsecured Creditors - Rs. 165,261,359.85 Transferor Company 5: Secured Creditors - Unsecured Creditors
vi.Disclosure about effect of the compromise or arrangement on
A	KeyManagerial Personnel	No effect.	No	effect.
B	Directors	No effect.	Shall cease to be Director(s)
C	Promoters	No effect.	No effect.
D	Non-promoter members	No effect	No effect
E	Depositors	No effect	Not Applicable

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S. No Particulars Transferee Company Transferor Companies
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S. No	Particulars	Transferee Company	Transferor Companies
F	Creditors	No effect	Creditors, if any, shall become the creditors of the Transferee Company and paid off in the ordinary course of business. Inter-company creditors would get cancelled
G	Debenture holders	No effect	Not Applicable
H	Deposit trustee and debenture trustee	Not Applicable
I	Employees of the company	Not Applicable	No adverse effect as employees, if any, of Transferor Companies, as on effective date, will become employees of the Transferee Company. All employee benefts pertaining to such employees shall continue on the same terms and conditions.
vii.Disclosure about effect of compromise or arrangement on material interest of Directors, Key Managerial Personnel and debenture trustee
A	Directors	No material effect of arrangement
B	KeyManagerial Personnel	No material effect of arrangement
C	Debenture Trustee	Not Applicable	Not Applicable
viii	Investigation or proceedings, if any, pending against the company under the Companies Act, 2013	None	None
ix.	Details of approvals, sanctions or no- objection(s), if any, from regulatory or any other governmental authorities required, received or pending for the proposed scheme of compromise or arrangement	Pursuant to the SEBI Circular no.CFD/DIL3/CIR/2017/21 dated March10, 2017 (“SEBI Circular”) read with Regulation 37 of SEBI LODR Regulations, the Applicant Company has fled the draft scheme with BSE and NSE on October 23, 2018 and specifc approval of the stock exchanges is not required in case of merger of whollyowned subsidiaries with its holdingcompany.
x.	A statement to the effect that the persons to whom the notice is sent may vote in the meeting either in person or by proxies, or where applicable, by voting through electronic means	Members to whom the Notice is sent may vote in the meeting either in person or by proxies, or where applicable, by voting through Postal Ballot Form or electronic means.

1. Copy of the NCLT convened meeting Notice(s), the Scheme of Amalgamation and Explanatory Statement(s) under Section 230 of the Companies Act, 2013 have been placed on the website of the Company at www.minda.co. in.

2. The following documents will be open for inspection at its registered office between 11.00 am to 2.00 pm on all working days, except Saturdays, Sundays and Public Holidays, up to 1 (one) day prior to the date of the meeting:

3. a. Copy of the Company Application CA (CAA) No. 178/ND/2018 and Company Application No. C.A.-1180/(PB)/2018;

4. b. Copy of the Order dated January 23, 2019 of the Hon’ble National Company Law Tribunal, New Delhi passed in the above Company Application;

5. c. Copy of the Memorandum and Articles of Association of the Transferor Companies and the Transferee Company;

6. d. Latest audited Financial Statement of the Transferee Company and Transferor Companies for the period ended March 31, 2018;

7. e. Copy of Supplementary Unaudited Accounting Statement of the Transferee Company for the period ended September 30, 2018;

8. f. Copy of Supplementary Unaudited Accounting Statement of the Transferor Companies for the period ended September 31, 2018;

9. g. Copy of Scheme of Amalgamation;

10. h. Certificate issued by the auditor of the Transferee Company to the effect that the accounting treatment, if any proposed in the Scheme is in conformity with the Accounting Standards prescribed under Section 133 of Companies Act, 2013;

11. i. Certificate issued by the auditor of the Transferor Companies to the effect that the accounting treatment, if any proposed in the Scheme is in conformity with the Accounting Standards prescribed under Section 133 of Companies Act, 2013;

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MINDA CORPORATION LIMITED

CIN: L74899DL1985PLC020401 Registered Office: A-15, Ashok Vihar, Phase-I, Delhi-110052 Website: www.minda.co.in, E-mail: investor@minda.co.in Corporate Office: D-6-11, Sector – 59, Noida – 201301 (U.P)

ATTENDANCE SLIP

MEETING OF THE UNSECURED CREDITORS OF MINDA CORPORATION LIMITED

I/We hereby record my/our presence at the Meeting of the Unsecured Creditors of Minda Corporation Limited, convened pursuant to the order dated January 23, 2019 of the Hon’ble National Company Law Tribunal, New Delhi Bench (Court III), at PHD Chamber of Commerce and Industry, PHD House, 4/2, August Kranti Marg, Siri Institutional Area, Block A, Nipccd Campus, Hauz Khas, New Delhi-110016 on Tuesday, February 26, 2019 at 11:30 A.M.

Name of the Unsecured Creditor ____________(In Block Letters) Address of the Unsecured Creditor ____________ (In Block Letters) Name & Address of the Proxy or Company Representative________(In Block Letters)

Signature of the Unsecured Creditor or Proxy or Company Representative

Note:

1. Unsecured Creditors/Proxies/Company Representative are requested to bring the duly filled in Attendance Slip and hand it over at the entrance of the meeting hall.

2. If you intend to appoint a proxy, please deposit duly filled in Proxy Form at the Registered Office of the Company at least 48 hours before the meeting.

Please tear from here

MINDA CORPORATION LIMITED

CIN: L74899DL1985PLC020401 Registered Office: A-15, Ashok Vihar, Phase-I, Delhi-110052 Website: www.minda.co.in, E-mail: investor@minda.co.in Corporate Office: D-6-11, Sector – 59, Noida – 201301 (U.P)

PROXY FORM

I/We, ___, the undersigned Unsecured Creditors of _____ being the Applicant above named do hereby appoint :

1.	Name :	Email Id. :
	Address:	Signature
2.	Name :	Email Id. :
	Address:	Signature
3.	Name :	Email Id. :
	Address:	Signature

as my/ our proxy, to attend and vote through ballot paper for me / us and on my / our behalf at the meeting of the Unsecured Creditors of the Company to be held at PHD Chamber of Commerce and Industry, PHD House, 4/2, August Kranti Marg, Siri Institutional Area, Block A, Nipccd Campus, Hauz Khas, New Delhi-110016 on Tuesday, February 26, 2019 at 11:30 A.M, by recording my / our assent or dissent to the said Resolution, by placing the tick (√) mark at the appropriate box below:

Sr. No.	Resolutions	For	Against	Against
1	Approval of the Scheme of Amalgamation (“Scheme”) of Minda Management Services Limited, Minda SAI Limited, Minda Automotive Solutions Limited, Minda Autoelektrik Limited and Minda Telematics and Electric Mobility Solutions Private Limited (“Transferor Companies”) into and with Minda Corporation Limited (“Transferee Company”) and their respective Shareholders and Creditors.
Affx Rs. 1 Revenue Stamp *Strikeout what is not necessary. Signed this ……………………. day of ……………………………… 2019. Signature of Secured Creditor ……....................................…………………….. Signature of Proxy holder(s) ……....................................…………………….........				Affx Rs. 1 Revenue Stamp

Note:

1. This form, in order to be effective, should be duly stamped, completed, signed and deposited at the Registered Office of the Company, not less than 48 hours before the meeting.

2. For the resolutions, explanatory statements and notes please refer to the notice of the Meeting.

3. **It is optional to put (“√”) in the appropriate column against the resolutions indicated in the box. If you leave the ‘For’ or ‘Against’ column blank against any or all resolutions, your proxy will be entitled to vote in the manner as he /she thinks appropriate.

ROUTE MAP OF THE NCLT CONVENED MEETING VENUE

PHD House, 4/2, Siri Institutional Area, August Kranti Marg, New Delhi-110016

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MINDA CORPORATION LIMITED

CIN : L74899DL1985PLC020401

Registered Office : A-15, Ashok Vihar,Phase- 1, New Delhi – 110052 Tel No : 0124-4698400 E-Mail : investor@minda.co.in Website : www.minda.co.in

DETAILS OF NCLT CONVENED MEETING

INDEX FOR ANNEXURES

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S. No. Contents
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S. No.	Contents
1	Annexure A Copy of the Scheme of Amalgamation of Minda Management Services Limited, Minda SAI Limited, Minda Automotive Solutions Limited, Minda Autoelektrik Limited, Minda Telematics and Electric Mobility Solutions Private Limited (“The Transferor Companies”) into and with Minda Corporation Limited (“The Transferee Company”) and their respective Shareholders and Creditors
2	Annexure B Report pursuant to Section 232(2)(c) of the Companies Act, 2013 adopted by the Board of Directors of the Transferee Company in its meeting held on October 1, 2018
3	Annexure C1 to C5 Report pursuant to Section 232(2)(c) of the Companies Act, 2013 adopted by the Board of Directors of the Transferor Companies in its meeting held on October 1, 2018
4	Annexure D Supplementary Unaudited Accounting Statement of the Transferee Company as on 30thSeptember, 2018
5	Annexure E1 to E5 Supplementary Unaudited Accounting Statement of The Transferor Companies as on 30thSeptember, 2018

(1)

ANNEXURE - A

SCHEME OF AMALGAMATION

(UNDER SECTIONS 230 TO 232 OF THE COMPANIES ACT, 2013 AND ANY OTHER APPLICALE PROVISIONS OF THE ACT)

OF

MINDA MANAGEMENT SERVICES LIMITED

MINDA SAI LIMITED

MINDA AUTOMOTIVE SOLUTIONS LIMITED

MINDA AUTOELEKTRIK LIMITED

MINDA TELEMATICS AND ELECTRIC MOBILITY SOLUTIONS PRIVATE LIMITED

INTO AND WITH

MINDA CORPORATION LIMITED

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PART-I

1. INTRODUCTION AND DEFINITIONS

1.1 Introduction

• 1.1.1 Minda Corporation Limited (“ MCL ”):

• (i) MCL (“ Transferee Company ”) is a public limited company within the meaning of the Act, having its Registered office at A-15, Ashok Vihar, Phase -1, Delhi - 110052. Shares of MCL are listed at BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). The Transferee Company was incorporated on March 11, 1985, vide Certificate of Incorporation No. 20401 of 1984-85 under the name of Minda Switch Auto Private Limited. The status of the Transferee Company was converted from a Private company to a Public company and consequently, name was changed to Minda Switch Auto Limited with effect from May 6, 1985. Then the name of the Transferee Company was changed to Minda HUF Limited with effect from February 5, 1996. Further, Transferee Company’s name was changed to its current name (i.e. Minda Corporation Limited) with effect from March 28, 2007. PAN of MCL is AAACM0344C and CIN is L74899DL1985PLC020401.

• (ii) The Transferee Company is primarily involved in manufacturing of Automobile Components and Parts thereof.

• 1.1.2 Minda Management Services Limited (“ MMSL ”):

• (i) MMSL is a public limited company incorporated under the Act on April 1, 2004, vide Certificate of Incorporation No. 125552 and having its registered office at A -15, Ashok Vihar Phase - I New Delhi – 110052. PAN of MMSL is AAECM9469N and CIN is U74140DL2004PLC125552.

• (ii) MMSL is primarily engaged in providing management consultancy and business support services to the Spark Minda, Ashok Minda Group Companies. .

• 1.1.3 Minda SAI Limited (“ MSL ”)

• (i) MSL is a public limited company incorporated under the Act and having its registered office at A -15, Ashok Vihar Phase - I New Delhi - 110052. MSL was incorporated on April 16, 1981, vide Certificate of Incorporation No. 24258 of 1981 under the name of Tarapur Cables (India) Private Limited and its registered office at –Acharya Estate, Wadavali, Chembur, Bombay-4000074. The status of MSL was converted from a Private company to a Public company and consequently, name was changed to Tarapur Cables (India) Limited with effect from May 20, 1994. Subsequently, name was changed to Sylea Automotive (India) Limited with effect from September 23, 1999 and further to its present name Minda SAI Limited with effect from July 16, 2003. The registered office of MSL was changed from Maharashtra to New Delhi vide Certificate dated June 25, 2004 issued by RoC, Maharashtra and vide Certificate dated July 5, 2004 issued by RoC, NCT of Delhi & Haryana. PAN of MSL is AAAFT4536E and CIN is U31905DL1981PLC127345.

• (ii) MSL is primarily involved in manufacturing of Automobile Components and Parts thereof.

• 1.1.4 Minda Automotive Solutions Limited (“ MASL ”)

• (i) MASL is a public limited company incorporated under the Act and having its registered office at A -15, Ashok Vihar Phase - I New Delhi - 110052. MASL was incorporated on May 27, 1985, vide Certificate of Incorporation No. 55-21049 under the name of Switch Masters Private Limited. The status of MASL was converted from a Private company to a Public company and consequently, name was changed to Switch Masters Limited with effect from August 16, 1996. Subsequently, name was changed to Minda Autocare Limited with effect from February 22, 2008 and further to its present name Minda Automotive Solutions Limted with effect from March 26, 2012. PAN of MASL is AAACS3250K and CIN is U51909DL1985PLC021049.

• (ii) MASL is primarily involved in trading of Automobile Components and Parts thereof.

• 1.1.5 Minda Autoelektrik Limited (“ MAEL ”)

• (i) MAEL is a public limited company incorporated under the Act and having its registered office at A -15, Ashok Vihar Phase - I New Delhi - 110052. MAEL was incorporated on March 15, 2007, vide Certificate of Incorporation under the name of Panalfa Autoelektrik Private Limited. The status of MAEL was converted from a Private company to a public company and consequently, name was changed to Panalfa Autoelektrik Limited with effect from May 28, 2008. Subsequently, name was changed to Minda Autoelektrik Limited with effect from June 3, 2016. PAN of MAEL is AAECP1951E and CIN is U29221DL2007PLC160549.

• (ii) MAEL is primarily involved in manufacturing and selling of starter motors and alternators and parts thereof for automobiles.

• 1.1.6 Minda Telematics and Electric Mobility Solutions Private Limited (“ MTEMSPL ”)

• (i) MTEMSPL is a private limited company incorporated under the Act and having its registered office at Karnataka. MTEMSPL was incorporated on 23[rd] January, 2004, vide Certificate of Incorporation No. U73100KA2004PTC033241under the name of

(3)

El-Labs India Private Limited. Subsequently, name was changed to Minda Telematics and Electric Mobility Solutions Private Limited with effect from August 28, 2018. PAN of MTEMSPL is AABCE3140R and CIN is U73100KA2004PTC033241.

• (ii) MTEMSPL is primarily engaged in the business of designing, development, manufacturing and distribution of telematics products and solutions for automotive and non-automotive applications.

• 1.1.7 MMSL, MSL, MASL, MAEL and MTEMSPL may hereinafter collectively be referred to as such, or collectively be known as the “ Transferor Companies ”, and individually as the “ Transferor Company ”, as the case may be. MCL may hereinafter be referred to as such, or as the “ Transferee Company ”.

• 1.1.8 All the Transferor Companies are wholly owned subsidiary companies of Minda Corporation Limited.

1.2

Objects and Benefts of the Scheme:

• 1.2.1 The Transferor Companies and the Transferee Company propose through this Scheme (as defined hereinafter) to merge / amalgamate the Transferor Companies into and with the Transferee Company pursuant to and under the provisions of Sections 230 to 232 of the 2013 Act and the relevant provisions made thereunder and/or any other applicable provisions of the Act, in the manner provided for in the Scheme.

• 1.2.2

• Amalgamation of the Transferor Companies into and with the Transferee Companies shall result in:

• (a) Consolidation of the businesses presently being carried on by the Transferor Companies and the Transferee Company, including without limitation to, the consolidation of the group shareholding, which shall be beneficial to the interests of the shareholders, creditors and employees of such companies, as such Amalgamation would create greater synergies between the businesses of all such companies and would enable them to have access to better financial resources, as well as increase the managerial efficiencies;

• (b) Combined entity would be able to effectively optimize the overall administration and statutory compliances.

1.3

Defnitions

• 1.3.1 In this Scheme, unless repugnant to the subject, context or meaning thereof, the following initially and / or fully capitalised words and expressions shall have the meanings as set out hereinbelow:

• (i) “ 1956 Act ” means the Companies Act, 1956 together with rules and regulations, circulars, notifications, clarifications and orders issued thereunder and as amended from time to time and to the extent in force;

• (ii) “ 2013 Act ” means the Companies Act, 2013 together with the rules and regulations, circulars, notifications, clarifications and orders issued thereunder and as amended from time to time and to the extent in force;

• (iii) “ Act ” means the 1956 Act or the 2013 Act, as may be applicable, as amended or substituted by any statutory modification / re-enactment thereof;

• (iv) “ Appointed Date ” means April 1, 2018 or such other date as may be determined by the Board of each of the Transferor Companies and the Transferee Company or such other date as may be approved by the Hon’ble NCLT, New Delhi and/ or Hon’ble NCLT, Bengaluru;

• (v) “ Applicable Law(s) ” means any statute, notification, by-laws, rules, regulations, guidelines, rule or common law, policy, code, directives, ordinance, schemes, directives, notices, orders or instructions enacted or issued or sanctioned by any appropriate authority, Tribunal, Courts of India including any modification or re-enactment thereof for the time being in force;

• (vi) “ Board of Directors ” in relation to each of the Transferor Companies and/or the Transferee Company, as the case may be, shall mean their respective board of directors, and unless it be repugnant to the context or otherwise, shall include any committee of directors or any person authorized by the board of directors or by such committee of directors;

• (vii) “ BSE ” means BSE Limited;

• (viii) “Effective Date” means the last of the date on which the certified copy of the Order of the Hon’ble NCLT, New Delhi and/ or Hon’ble NCLT, Bengaluru Bench is filed with the Registrar of Companies, NCT of Delhi and Haryana at New Delhi and Registrar of Companies, Bengaluru at Karnataka, as applicable, by the Transferor Companies and Transferee Company. Any references in the Scheme to “ upon the Scheme becoming effective ” or “ effectiveness of the Scheme ” shall mean and refer to the Effective Date;

• (ix) “ Government ” means any government authority, statutory authority, government department, agency, commission, board, tribunal or court or other law, rule or regulation making entity having or purporting to have jurisdiction on behalf of the Republic of India or any state or other subdivision thereof or any municipality, district or other subdivision thereof;

• (x) “ NSE ” means National Stock Exchange of India Limited;

(4)

• (xi) “ SEBI ” means the Securities and Exchange Board of India established under the Securities Exchange Board of India Act, 1992;

• (xii) “ Stock Exchanges ” means the NSE and BSE;

• (xiii) “the Scheme ” or “this Scheme ” or “Scheme of Amalgamation” mean this Scheme of Amalgamation in its present form (along with any annexures, schedules, etc, attached hereto), framed under the provisions of Sections 230-232 and other applicable provisions, if any, of the Act, with such modifications and amendments as may be made from time to time, and with appropriate approvals and sanctions from the NCLT and the regulatory authorities as may be required under the Act and under all applicable laws;

• (xiv) “National Company Law Tribunal” or “NCLT” or “Hon’ble Tribunal” means the Hon’ble National Company Law Tribunal at New Delhi having jurisdiction in relation to the MMSL, MSL, MASL, MAEL and MCL and Hon’ble National Company Law Tribunal at Bengaluru having jurisdiction in relation to the MTEMSPL;

• (xv) “National Company Law Appellate Tribunal” or “NCLAT” or “Hon’ble NCLAT” means the Hon’ble National Company Law Appellate Tribunal at New Delhi;

• (xvi) “ROC” or “Registrar of Companies” means the Registrar of Companies, NCT of Delhi and Haryana at New Delhi having jurisdiction over the MMSL, MSL, MASL, MAEL and MCL and Registrar of Companies, Bengaluru at Karnataka having jurisdiction over the MTEMSPL;

• (xvii) “ Transferee Company ” shall mean MCL, as mentioned under Clause 1.1.1 above;

• (xviii) “ Transferor Companies ” and “ Transferor Company ” have the same meaning assigned to it in Clause 1.1.7 hereof, and shall include:

  • (a) any and all of their assets, movable or immovable, whether present or future, whether tangible or intangible,all rights, title, interests, covenants, undertakings, continuing rights, title and interests in connection with any land (together with the buildings and structures standing thereon), whether freehold or leasehold, machinery, whether leased or otherwise, together with all present and future liabilities including contingent liabilities and debts appertaining thereto;

  • (b) any and all of their investments (including shares and other securities), loans and advances, including dividends declared or interest accrued thereon;

  • (c) any and all of its licences, including the licences granted by any governmental, statutory or regulatory bodies, permissions, approvals, consents, exemptions, subsidies, registrations, no-objection certificates, quotas, rights, entitlements, certificates, tenancies, trade names, trademarks, service marks, copyrights, domain names, applications for trade names, copyrights, patents and applications for patents, all indirect and direct tax credits including but not limited to service tax credit, CENVAT credit, Goods and Services Tax Credit, VAT Credit, income-tax carry forward losses/depreciation, Tax Deducted at Source (‘TDS’), MAT credit entitlement etc., privileges and benefits of all contracts, agreements and all other rights including lease rights, powers and facilities of every kind and description whatsoever;

  • (d) any and all of their debts, borrowings and liabilities, present or future, whether secured or unsecured;

  • (e) any and all of their employees, who are on their payrolls, including those employed at their respective offices and branches; and

  • (f) any and all of the advance monies, earnest monies and / or security deposits, payment against warrants or other entitlements, as may be lying with them;

• 1.3.2 The expressions, which are used in the Scheme and not defined therein shall, unless repugnant or contrary to the context or meaning thereof, have the same meaning ascribed to them under the Act, the Income-tax Act, 1961 and other applicable laws, rules, regulations, by-laws, as the case may be, including any statutory modification or re-enactment thereof, from time to time. In particular, wherever reference is made to the NCLT in the Scheme, the reference would include, if appropriate, reference to the National Company Law Tribunal (“ NCLT ”) or such other forum or authority, as may be vested with any of the powers of a relevant NCLT under Sections 230 to 232 of the 2013 Act and/or any other applicable provisions of the Act.

• 1.3.3 References to any law or legislation or regulation shall include amendment(s), circulars, notifications, clarifications or supplement(s) to, or replacement or amendment of, that law or legislation or regulation.

• 1.3.4 In this Scheme, where the context so requires, words denoting the singular shall include the plural and words denoting any gender shall include all genders.

(5)

PART-II

2. CAPITAL STRUCTURE

2.1 Transferee Company

2.1.1. MCL

The capital structure of the Transferee Company, as of March 31, 2018, is as under:

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Particulars Amount in Rupees
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Particulars	Amount in Rupees
Authorised:
250,000,000 EquityShares of Rs. 2/- each	500,000,000
240,000 0.001% Cumulative Redeemable Preference Shares of Rs. 800/- each	192,000,000
Total	692,000,000
Issued, Subscribed and Paid-up:
209,311,640 EquityShares of Rs. 2/- each fully paid up	418,623,280
Total	418,623,280

Post March 31, 2018, MCL has issued 17,910,645 equity shares of Rs. 2/- each to Qualified Institutional Buyers and hence the paid-up capital of MCL has increased from INR 418,623,280/- to INR 454,444,570/- as on the date of this Scheme being approved by the Board.

2.2 Transferor Companies

Capital structure of the Transferor Companies, as of March 31, 2018, are as under:

2.2.1

MMSL

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Particulars Amount in Rupees
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Particulars	Amount in Rupees
Authorised:
6,000,000 EquityShares of Rs. 10/- each	60,000,000
Total	60,000,000
Issued, Subscribed and Paid-up:
5,500,000 EquityShares of Rs. 10/- each fully paid up	55,000,000
Total	55,000,000

As on the date of this Scheme being approved by the Board, there is no change in the authorized, issued, subscribed and paid up share capital of MMSL.

2.2.2

MSL

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Particulars Amount in Rupees
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Particulars	Amount in Rupees
Authorised:
7,200,000 EquityShares of Rs. 100/- each	720,000,000
Total	720,000,000
Issued, Subscribed and Paid-up:
7,077,108 EquityShares of Rs. 100/- each fully paid up	707,710,800
Total	707,710,800

As on the date of this Scheme being approved by the Board, there is no change in the authorized, issued, subscribed and paid up share capital of MSL.

2.2.3

MASL

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Particulars Amount in Rupees
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Particulars	Amount in Rupees
Authorised:
500,000 EquityShares of Rs. 10/- each	5,000,000
Total	5,000,000
Issued, Subscribed and Paid-up:
280,300 EquityShares of Rs. 10/- each fully paid up	28,03,000
Total	28,03,000

As on the date of this Scheme being approved by the Board, there is no change in the authorized, issued, subscribed and paid up share capital of MASL.

(6)

2.2.4 MAEL

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Particulars Amount in Rupees
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Particulars	Amount in Rupees
Authorised:
9,000,000 Equity Shares of Rs. 10/- each	90,000,000
Total	90,000,000
Issued, Subscribed and Paid-up:
8,508,333 Equity Shares of Rs. 10/- each fully paid up	85,083,330
Total	85,083,330

As on the date of this Scheme being approved by the Board, there is no change in the authorized, issued, subscribed and paid up share capital of MAEL.

2.2.5

MTEMSPL

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Particulars Amount in Rupees
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Particulars	Amount in Rupees
Authorised:
1,000,000 Equity Shares of Rs. 10/- each	10,000,000
Total
Issued, Subscribed and Paid-up:
726,882 Equity Shares of Rs. 10/- each fully paid up	7,268,820
Total	7,268,820

As on the date of this Scheme being approved by the Board, there is no change in the authorized, issued, subscribed and paid up share capital of MTEMSPL.

PART-III

3. MERGER OF TRANSFEROR COMPANIES WITH TRANSFEREE COMPANY

3.1 Transfer and vesting of Assets and Liabilities and entire business of Transferor Companies:

Upon the coming into effect of this Scheme and with effect from the Appointed Date, all the assets and liabilities and the entire business of the Transferor Companies shall, pursuant to the provisions of Sections 230 to 232 of the 2013 Act and other applicable provisions of the Act, without any further act, instrument or deed, be and stand transferred to and vested in and/or be deemed to have been and stand transferred to and vested in the Transferee Company, as a going concern so as to become the Undertaking of the Transferee Company by virtue of and in the manner provided in this Scheme.

Further, this clause of the Scheme has been drawn up to comply with the conditions relating to “Amalgamation” as specified under Section 2(1B) of the Income-tax Act, 1961. If any term(s) or provision(s) of the Scheme is/are inconsistent with the provisions of Section 2(1B) of the Income-tax Act, 1961, the provisions of Section 2(1B) of the Income-tax Act, 1961 shall prevail and the Scheme shall stand modified to the extent necessary to comply with Section 2(1B) of the Income-tax Act, 1961. Such modifications will, however, not affect the other clauses of the Scheme.

• 3.2

Without prejudice to the generality of the above and to the extent applicable, unless otherwise stated herein, with effect from the Appointed Date and upon this Scheme becoming effective:

• (i) All assets of each of the Transferor Companies, as are movable in nature or incorporeal property or are otherwise capable of transfer by manual or constructive delivery and / or by endorsement and delivery or by vesting and recordal pursuant to the Scheme, shall stand vested in the Transferee Company and shall become the property and an integral part of the Transferee Company. The vesting pursuant to this sub-clause shall be deemed to have occurred by manual or constructive delivery or by endorsement and delivery, as appropriate to the property being vested and title to the property shall be deemed to have been transferred accordingly.

• (ii) All other movable properties of each of the Transferor Companies, including investments in shares and any other securities, sundry debtors, outstanding loans and advances, if any, recoverable in cash or in kind or for value to be received, bank balances and deposits, if any, with Government, semi-Government, local and other authorities and bodies corporate, customers and other persons, shall without any further act, instrument or deed, become the property of the Transferee Company, and the same shall also be deemed to have been transferred by way of delivery of possession of the respective documents in this regard. No stamp duty is payable on the transfer of such movable properties, being vested in the Transferee Company.

(7)

• (iii) All immovable properties, including land together with the buildings and structures standing thereon and rights and interests in immovable properties of each of the Transferor Companies, whether freehold or leasehold or otherwise and all documents of title, rights and easements in relation thereto shall stand transferred to and be vested in and transferred to and/or be deemed to have been and stand transferred to and vested in the Transferee Company, without any further act or deed done or being required to be done by the Transferor Companies and/or the Transferee Company. The Transferee Company shall be entitled to and exercise all rights and privileges attached to the aforesaid immovable properties and shall be liable to pay the ground rent and taxes and fulfill all obligations in relation to or applicable to such immovable properties. The mutation or substitution of the title to the immovable properties shall, upon the Scheme becoming effective, be made and duly recorded in the name of the Transferee Company by the appropriate authorities pursuant to the sanction of the Scheme by the NCLT in accordance with the terms hereof.

• (iv) Inter-se Investments amongst Transferor Companies, and Investment of Transferee Company in Transferor Companies, if any, shall stand cancelled upon the Scheme becoming effective as Transferor Companies shall stand dissolved without being wound up upon the Scheme becoming effective.

• (v) All debts, liabilities, contingent liabilities, disputed liabilities, duties and obligations, secured or unsecured, whether provided for or not in the books of account or disclosed in the balance sheets of each of the Transferor Companies shall be deemed to be the debts, liabilities, contingent liabilities, duties and obligations of the Transferee Company, and the Transferee Company shall, and undertakes to, meet, discharge and satisfy the same. It is hereby clarified that it shall not be necessary to obtain the consent of any third party or other person who is a party to any contract or arrangement by virtue of which such debts, liabilities, duties and obligations have arisen in order to give effect to the provisions of this Clause.

However, any loans, advances and other obligations due from the Transferee Company to the Transferor Companies, or vice versa, and between the Transferor Companies inter se shall stand cancelled and shall be of no effect.

• (vi) All contracts, deeds, bonds, agreements, schemes, arrangements and other instruments, permits, rights, entitlements, licences, including the licences granted by any governmental, statutory or regulatory bodies, including those relating to tenancies, privileges, powers, facilities of every kind and description of whatsoever nature in relation to each of the Transferor Companies, or to the benefit of which, the Transferor Companies may be respectively eligible and which are subsisting or having effect immediately before the Effective Date, shall be in full force and effect on, against or in favour of the Transferee Company and may be enforced as fully and effectually as if, instead of the respective Transferor Companies, the Transferee Company had been a party or beneficiary or obligee thereto. In relation to the same any procedural requirements required to be fulfilled by the Transferor Companies shall be fulfilled by the Transferee Company as if it is the duly constituted attorney of the Transferor Companies.

• (vii) Any pending suits/appeals and/ or any other pending proceedings of whatsoever nature relating to each of the Transferor Companies, whether by or against the Transferor Companies, shall not abate, be discontinued or in any way prejudicially affected by reason of the Amalgamation of the Transferor Companies or of anything contained in the Scheme, but the proceedings shall continue and any prosecution shall be enforced by or against the Transferee Company in the same manner and to the same extent as would or might have been continued, prosecuted and/or enforced by or against the Transferor Companies, as if the Scheme had not been made.

• (viii) All permanent employees of each of the Transferor Companies, who are on their respective payrolls shall become employees of the Transferee Company with effect from the Effective Date, on such terms and conditions as are no less favourable than those on which they are currently engaged by the respective Transferor Companies, without any interruption of service as a result of this Amalgamation and transfer. With regard to provident fund, gratuity, leave encashment and any other special scheme or benefits created or existing for the benefit of such employees of the Transferor Companies, upon the Scheme becoming effective, the Transferee Company shall stand substituted for the respective Transferor Companies for all purposes whatsoever, including with regard to the obligation to make contributions to relevant authorities, such as the Regional Provident Fund Commissioner or to the funds maintained by the Transferor Companies, in accordance with the provisions of applicable laws and in terms of the Scheme. It is hereby clarified that upon the Scheme becoming effective, the aforesaid benefits or schemes shall continue to be provided to the transferred employees and the services of all the transferred employees of the respective Transferor Companies for such purpose shall be treated as having been continuous.

• (ix) Any and all registrations, goodwill, licences, trademarks, service marks, copyrights, domain names, applications for copyrights, trade names and trade marks, patents, applications for patents appertaining to the respective Transferor Companies shall stand transferred to and vested in the Transferee Company.

• (x) All taxes (including but not limited to advance tax, tax deducted at source, Minimum Alternate Tax credit, fringe benefit tax, banking cash transaction tax, securities transaction tax, taxes withheld/paid in a foreign country, value added tax, sales tax, service tax, Goods and Services Tax, wealth tax, etc.) payable by or refundable to each of the Transferor Companies, including all or any refunds or claims shall be treated as the tax liability or refunds/claims as the case may be of the Transferee Company, and any tax incentives, advantages, privileges, exemptions, credits, holidays, remissions, reductions, etc, as would have been available to any of the Transferor Companies, shall pursuant to sanction of the Scheme, be available to the Transferee Company.

(8)

• (xi) All approvals, consents, exemptions, registrations, no-objection certificates, permits, quotas, rights, entitlements, licences, including the licences granted by any governmental, statutory or regulatory bodies, and certificates of every kind and description whatsoever in relation to each of the Transferor Companies, or to the benefit of which the Transferor Companies may be eligible/entitled, and which are subsisting or having effect immediately before the Effective Date, shall be in full force and effect in favour of the Transferee Company and may be enforced as fully and effectually as if, instead of the respective Transferor Companies, the Transferee Company had been a party or beneficiary or obligee thereto. It is hereby clarified that if the consent of any third party or authority is required to give effect to the provisions of this Clause, the said third party or authority shall make and duly record the necessary substitution/endorsement in the name of the Transferee Company pursuant to the sanction of the Scheme by the NCLT, and upon the Scheme becoming effective in accordance with the terms hereof. For this purpose the Transferee Company shall file appropriate applications/documents with relevant authorities concerned for information and record purposes.

• (xii) Benefits of any and all corporate approvals as may have already been taken by the Transferor Companies, whether being in the nature of compliances or otherwise, including without limitation, approvals under sections 180, 181, 185 and 186 or any other sections of the 2013 Act as and to the extent applicable and any other applicable provisions of the Act, read with the rules and regulations made thereunder, shall stand transferred to the Transferee Company, as the said corporate approvals and compliances shall be deemed to have been taken/complied with by the Transferee Company.

• (xiii) All estates, assets, rights, title, interests and authorities accrued to and/or acquired by the Transferor Companies shall be deemed to have been accrued to and/or acquired for and on behalf of the Transferee Company and shall, upon the coming into effect of the Scheme, pursuant to the provisions of Sections 230 to 232 of the 2013 Act and other applicable provisions of the Act, without any further act, instrument or deed be and stand transferred to or vested in or be deemed to have been transferred to or vested in the Transferee Company to that extent and shall become the estates, assets, right, title, interests and authorities of the Transferee Company.

• 3.3 Upon the Scheme becoming effective, the secured creditors of each of the Transferor Companies shall be entitled to security only in respect of the properties, assets, rights, benefits and interest of the respective Transferor Companies (to whom such creditors had advanced the facilities), as existing immediately prior to the Amalgamation of such respective Transferor Companies with the Transferee Company. It is hereby clarified that pursuant to the Amalgamation of the Transferor Companies with the Transferee Company, the secured creditors of the Transferor Companies shall not be entitled to any further security over the properties, assets, rights, benefits and interest of the Transferee Company or of the other Transferor Companies and hence such assets which are not currently encumbered shall remain free and available for creation of any security thereon in future in relation to any new indebtedness that may be incurred by the Transferee Company after the sanction of the Scheme. For this purpose, no further consent from the existing secured creditors shall be required and sanction of the Scheme shall be considered as a specific consent towards the same.

3.4 Each of the Transferor Companies and/or the Transferee Company, as the case may be, shall, at any time after the coming into effect of the Scheme in accordance with the provisions hereof, if so required under any law or otherwise, execute appropriate deeds of confirmation or other writings or arrangements with any party to any contract or arrangement in relation to which the respective Transferor Companies have been a party, including any filings with the regulatory authorities, in order to give formal effect to the above provisions. The Transferee Company shall, under the provisions hereof, be deemed to be authorized to execute any such writings on behalf of the respective Transferor Companies and to carry out or perform all such formalities or compliances referred to above on the part of the respective Transferor Companies.

3.5 Each of the Transferor Companies and/or the Transferee Company, as the case may be, shall, at any time after the coming into effect of the Scheme in accordance with the provisions hereof, if so required under any law or otherwise, do all such acts or things as may be necessary to transfer/obtain the approvals, consents, exemptions, registrations, no-objection certificates, permits, quotas, rights, entitlements, licences and certificates which were held or enjoyed by the Transferor Companies. The Transferee Company shall, under the provisions of the Scheme, be deemed to be authorized to execute any such writings on behalf of the respective Transferor Companies and to carry out or perform all such acts, formalities or compliances referred to above as may be required in this regard.

3.6 Conduct of Businesses till Effective Date

• 3.6.1

With effect from the Appointed Date and upto and including the Effective Date:

• (i) each of the Transferor Companies undertake to carry on and shall be deemed to have carried on all their business activities and stand possessed of their properties and assets, for and on account of and in trust for the Transferee Company;

• (ii) all profits or income accruing or arising to each of the Transferor Companies and all taxes paid thereon (including but not limited to advance tax, tax deducted at source, minimum alternate tax credit, fringe benefit tax, banking cash transaction tax, securities transaction tax, taxes withheld/paid in a foreign country, Goods and Services Tax, value added tax, sales tax, service tax, etc) or losses arising or incurred by it shall, for all purposes, be treated as and deemed to be the profits or income, taxes or losses, as the case may be, of the Transferee Company;

• (iii) each of the Transferor Companies shall carry on its business with reasonable diligence and business prudence and in the same

(9)

manner as it had been doing hitherto, and shall not undertake any additional financial commitments of any nature whatsoever, borrow any amounts or incur any other liabilities or expenditure, issue any additional guarantees, indemnities, letters of comfort or commitment either for themselves or on behalf of its respective affiliates or associates or any third party, or sell, transfer, alienate, charge, mortgage or encumber or deal in any of its respective properties/assets, except—

  - (a) when the same is expressly provided in the Scheme; or

  - (b) when the same is in the ordinary course of business as carried on by the respective Transferor Companies, as on the date of filing of the Scheme in the NCLT; or

  - (c) when written consent of the Transferee Company has been obtained in this regard.

• (iv) the Transferor Companies shall not alter or substantially expand or diversify their respective businesses, except with the written concurrence of the Transferee Company;

• (v) the Transferor Companies shall not amend their respective Memorandum of Association or Articles of Association, except with the written concurrence of the Transferee Company; and

• (vi) all profits accruing to the Transferor Companies and all taxes thereon or losses arising in or incurred by them with respect to their respective businesses shall, for all purposes, be treated as and deemed to be the profits, taxes or losses, as the case may be, of the Transferee Company.

• 3.6.2

• (i) With effect from the Effective Date, the Transferee Company shall carry on and shall be authorized to carry on the businesses of the Transferor Companies.

• (ii) For the purpose of giving effect to the amalgamation order passed under Sections 230 to 232 of the 2013 Act and other applicable provisions of the Act in respect of the Scheme by the NCLT, the Transferee Company shall, at any time pursuant to the order on the Scheme, be entitled to get the recordal of the change in the legal right(s) upon the Amalgamation of the Transferor Companies, in accordance with the provisions of Sections 230 to 232 of the 2013 Act and/or any other applicable provisions of the Act. The Transferee Company is and shall always be deemed to have been authorized to execute any pleadings, applications, forms, etc, as may be required to remove any difficulties and carry out any formalities or compliance as are necessary for the implementation of the Scheme.

• (iii) Upon the Scheme becoming effective, the Transferee Company unconditionally and irrevocably agrees and undertakes to pay, discharge and satisfy all liabilities and obligations of the Transferor Companies with effect from the Appointed Date, in order to give effect to the foregoing provisions.

• 3.7 Upon the Scheme becoming effective, each of the Transferor Companies shall stand dissolved, without any further act or deed, without being wound-up.

PART-IV

4. REORGANISATION OF CAPITAL, CONSIDERATION, ACCOUNTING TREATMENT, CHANGE IN OBJECT CLAUSE ETC.

4.1

Changes in Share Capital

• 4.1.1 Upon the Scheme becoming effective and with effect from the Appointed Date, the authorized share capital of each of the Transferor Companies shall stand transferred to and be merged with the authorized share capital of the Transferee Company.

• 4.1.2 Upon the Scheme coming into effect and with effect from the Appointed Date, (and consequent to consolidation of the existing authorized share capital of each of the Transferor Companies in accordance with Clause 4.1.1 above), the authorized share capital of the Transferee Company of Rs. 6,92,000,000/- [Rupees Sixty Nine Crores and Twenty Lacs Only] (divided into 250,000,000 equity shares of Rs. 2/- (Rupees Two only) each and 240,000 0.001% Cumulative Redeemable Preference Shares of Rs. 800/- (Rupees Eight Hundred only) each), shall stand enhanced to an aggregate amount of Rs. 157,70,00,000/- (Rupees One Hundred Fifty Seven Crore Seventy Lacs only) and the authorized share capital of the Transferee Company shall be reclassified as divided into 69,25,00,000 equity shares of Rs. 2/- (Rupees Two only) each aggregating to Rs. 138,50,00,000/- (Rupees One Hundred Thirty Eight Crore Fifty Lakh only) and 240,000 preference shares of Rs. 800/- (Rupees Eight Hundred only) each aggregating to Rs. 192,000,000. Accordingly, Clause V of the Memorandum of Association of the Transferee Company shall stand modified and reclassified as necessary and be substituted by the following:

“The Authorised share capital of the Company is Rs. 157,70,00,000/- (Rupees One Hundred Fifty Seven Crore Seventy Lacs only) divided into 69,25,00,000 equity shares of Rs. 2/- each aggregating to Rs. 138,50,00,000/- and 240,000 0.001% Cumulative Redeemable preference shares of Rs. 800/- each aggregating to Rs. 192,000,000/- and shall be capable of being increased or decreased in accordance with the provisions of the Act for the time being in force, with the power to sub-divide, consolidate, increase or decrease, and with the power from time to time to issue any share of the original capital or any new capital with and subject to any preferential, deferred, qualified, differential and/or special rights or privileges or conditions as may be deemed fit, and upon any such sub-division or consolidation of such shares to apportion the rights accordingly”

(10)

• 4.1.3 It is hereby clarified that for the purposes of this Clause, the consent of the shareholders of each of the Transferor Companies and the Transferee Company to the Scheme shall be deemed to be sufficient for purposes of effecting this amendment and that no further approval under Sections 13, Section 61, Section 62 or any other applicable provisions of the 2013 Act, would be required to be separately passed.

4.2 Consideration

• 4.2.1 Since, all the Transferor Companies are wholly owend subsidiary companies of the Transferee Company i.e. the entire paid up equity share capital of the Transferor Companies is being beneficially held by the Transferee Company, no new equity shares of the Transferee Company shall be issued and allotted in respect of shares held by the Transferee Company in the Transferor Companies. Upon the Scheme becoming effective, the entire paid up share capital of the Transferor Companies shall be cancelled and extinguished without any further act, deed or instrument as an integral part of this Scheme.

4.3

Accounting Treatment

• 4.3.1 The Transferee Company, subject to the provisions of this Scheme, shall follow the method of accounting as prescribed for the “Pooling of Interest Method” under the Indian Accounting Standard 103 – ‘Business Combination’ notified under Section 133 of the 2013 Act read with relevant rules issued thereunder and other applicable accounting standards prescribed under the 2013 Act.

• 4.3.2 The Transferee Company shall, upon the Scheme becoming effective record the assets and liabilities of the Transferor Companies at their respective carrying values and in the same form as appearing in their respective books of accounts at the close of business.

• 4.3.3 The balance of the earnings in the books of Transferor Companies shall be aggregated with the corresponding balance of earnings of the Transferee Company. The identity of the reserves shall be preserved and shall appear in the financial statements of the Transferee Company in the same form in which they appeared in the financial statements of the Transferor Companies. As a result of preserving the identity, reserves which are available for distribution as dividend before the business combination would also be available for distribution as dividend after the business combination.

• 4.3.4 Inter-se Investments amongst Transferor Companies, and Investment of Transferee Company in Transferor Companies, if any, shall stand cancelled upon the Scheme becoming effective.

• 4.3.5 As stated in Clause 4.2 of the Proposed Scheme, no new equity shares will be issued or allotted by the Transferee Company pursuant to this Scheme and the investment in the Equity Shares of the Transferor Companies appearing, inter-alia, in the books of account of the Transferee Company shall stand cancelled.

• 4.3.6 The 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 shall, subject to provisions contained in applicable Accounting Standards prescribed under the 2013 Act, be transferred to capital reserve in the books of account of the Transferee Company and such capital reserve shall be presented separately from other capital reserves. In case of excess of difference between Investment in equity shares of the Transferor companies and paidup share capital of all the transferor companies, the difference shall be adjusted against Securities Premium account of the Transferee Company.

• 4.3.7 It is clarified that the reduction to the Securities Premium account in the above clause shall be effected as an integral part of the Scheme in accordance with the provisions of Section 52 read with Section 66 of the Companies Act, 2013 and without having to follow the procedure under Section 66 of the Companies Act, 2013. The order of the NCLT sanctioning the Scheme shall also be deemed to be order under Section 66 of the Companies Act, 2013 for the purpose of confirming adjustment to the Securities Premium Account, as may be applicable.

• 4.3.8 If there are any loans, advances or other obligations (including but not limited to any guarantees, letters of credit, letters of comfort or any other instrument or arrangement which may give rise to a contingent liability in whatever form) that are due between the Transferor Companies and the Transferee Company or between any of the Transferor Companies inter-se, if any, shall, ipso facto, stand discharged and come to end and the same shall be eliminated by giving appropriate elimination effect in the books of account and records of the Transferee Company.

• 4.3.9 In case of any differences in accounting policies between the Transferee Company and any of the Transferor Companies, the accounting policies followed by the Transferee Company will prevail and impact of the same till the Appointed Date will be quantified and the same shall be appropriately adjusted and reported in accordance with applicable accounting rules and principles, so as to ensure that the financial statements of Transferee Company reflect the financial position on the basis of consistent accounting policies.

4.4 Change in Object Clause of Transferee Company

With effect from the Appointed Date and upon the Scheme becoming effective, the Main Object Clause of the Memorandum of Association of the Transferee Company i.e. Clause III A shall be altered and amended to insert additional object in Para 4 and Para 5 of the Clause III A immediately after Para 3 of the Clause III A i.e. Main Objects Clause of the Memorandum of Association of the Transferee Company, without any further act or deed, as required for the purpose of carrying on the business activities of the Transferee

(11)

Company, pursuant to the provisions of Sections 13 and 14 of the 2013 Act and other applicable provisions of the Act. Accordingly, Para 4 and Para 5 of the Main Objects Clause of the Memorandum of Association of the Transferee Company shall be read as under:

• “4. To provide all kind of management services. To carry on the business, profession or vocation of providing services of all kinds and to render services to the business/industry in the fields of organization, planning, administration, personnel, finance and accounting, marketing, market research, economic planning, technical, quality, IT, legal & Secretarial, Risk Management, and to do the business of Industrial, Management and Financial consultants/Advisors in India and abroad.

• To Research, Develop, Manufacture, Buy, Sell, Service, all types of systems and business solutions, which employ embedded electronic systems, Intellectual property and software, especially location and/or context aware systems, in India or Abroad. To establish, host/provide and sell value added applications/services, In India or Abroad, which use products and solutions which employ Systems, solutions and Intellectual property described earlier. To carry on the business of consultants, trainers, advisors, resellers, franchisees of all related technical and scientific areas, products and services, in India or Abroad. ”

For the purposes of amendment in the Memorandum of Association and Articles of Association of the Transferee Company as provided in this Clause, the consent/approval given by the members of the Transferee Company to this Scheme pursuant to Sections 230 to 232 of the 2013 Act and any other applicable provisions of the Act shall be deemed to be sufficient and no further resolution/approval of members of the Transferee Company as required under the provisions of Sections 13 and 14 of the 2013 Act and any other applicable provisions of the Act shall be required to be passed for making such change/amendment in the Memorandum of Association and Articles of Association of the Transferee Company and filing of the certified copy of this Scheme as sanctioned by the NCLT, in terms of Section 230 to 232 of the 2013 Act and any other applicable provisions of the Act, together with the Order of the NCLT and a printed copy of the Memorandum of Association for the purposes of the said Sections 13, 14 of the 2013 Act and all other applicable provisions of the Act and the Registrar of Companies, NCT of Delhi and Haryana at New Delhi shall register the same and make the necessary alteration in the Memorandum of Association and Articles of Association of the Transferee Company accordingly and shall certify the registration thereof in accordance with the provisions of Sections 13 and 14 of the 2013 Act and any other provisions of the Act.

The Transferee Company shall file with the Registrar of Companies, NCT of Delhi and Haryana at New Delhi all requisite forms and complete the compliance and procedural requirements under the Act, if any.

PART-V

5. GENERAL TERMS AND CONDITIONS

• 5.1 Upon this scheme becoming effective, the accounts of the Transferee Company as on the Appointed Date shall be reconstructed in accordance with the terms of this scheme.

• 5.2 Upon the sanction of the Scheme and after the Scheme has become effective, with effect from the Appointed Date, the Amalgamation of the Transferor Companies with the Transferee Company shall be deemed to have occurred in compliance with Section 2(1B) of the Income Tax Act, 1961, in accordance with the Scheme.

• 5.3 The Transferee Company shall be entitled to revise its income tax returns, TDS Certificates, TDS returns, and other statutory returns as may be required under respective statutes pertaining to indirect taxes, such as Goods and Services Tax, sales-tax, VAT, excise duties, etc, and shall have the right to claim refunds, advance tax credits, credit of tax under section 115JB, credit of tax deducted at source, credit of foreign taxes paid/withheld etc, if any, as may be required consequent to implementation of the Scheme.

• 5.4 The Transferee Company and the Transferor Companies shall, with all reasonable dispatch, make respective applications to the NCLT, under Sections 230 to 232 of the 2013 Act and other applicable provisions of the Act, seeking orders for dispensing with or convening, holding and/or conducting of the meetings of the classes of their respective members and/or creditors and for sanctioning the Scheme with such modifications, as may be approved by the NCLT.

• 5.5 Upon the Scheme being approved by the requisite majority of the members and creditors of the Transferee Company and by the respective members and creditors (wherever required) of each of the Transferor Companies, the Transferee Company and each of the Transferor Companies shall, with all reasonable dispatch, file respective petitions before the NCLT for sanction of the Scheme under Sections 230 to 232 of the 2013 Act and other applicable provisions of the Act, and for such other order or orders, as the NCLT may deem fit for carrying the Scheme into effect. Upon the Scheme becoming effective, the members of both the Transferee Company and each of the Transferor Companies shall be deemed to have also accorded their approval under all relevant provisions of the Act for giving effect to the provisions contained in the Scheme.

• 5.6

• The Scheme is conditional upon and subject to the following:

• (a) the Scheme being approved by the requisite majorities of the various classes of members and creditors of the Transferee Company and Transferor Companies as required under Applicable Laws and as may be directed by the NCLT or any other authority as may be prescribed or notified;

(12)

• (b) Compliance of the applicable regulations / conditions, if any, of SEBI, NSE and BSE (as applicable);

• (c) the sanction of the Scheme by NCLT;

• (d) such other sanctions and approvals including sanctions of any Governmental Authority or regulatory authority as may be required by law or contract in respect of the Scheme being obtained; and

• (e) the certified copies of the order(s) of the NCLT referred to in this Scheme being filed with the relevant Registrar of Companies by the Transferee Company and each of the Transferor Companies. The Scheme shall become effective on last of the dates on which Transferee Company and each of the Transferor Companies file a certified copy of the order of the NCLT sanctioning the Scheme with the relevant Registrar of Companies. Such date shall be known as the “ Effective Date ”.

Notwithstanding anything to the contrary contained elsewhere in this Scheme, in the event this Scheme is approved with respect to the merger of one or more Transferor Company(ies) into Transferee Company by the NCLT, but not in relation to the merger of one or more other Transferor Company(ies) into the Transferee Company, or vice versa, the Board of Directors of the Transferee Company shall be at liberty to make the Scheme partially effective to that extent.

5.7 The Transferee Company and each of the Transferor Companies (acting through their respective Boards of Directors) may assent to any modifications or amendments to the Scheme, which the NCLT and/or any other statutory authority/ies may deem fit to direct or impose or which may otherwise be considered necessary or desirable for settling any question or doubt or difficulty that may arise for implementing and/or carrying out the Scheme. The Transferee Company and each of the Transferor Companies (acting through its respective Boards of Directors) be and are hereby authorized to take such steps and do all acts, deeds and things as may be necessary, desirable or proper to give effect to the Scheme and to resolve any doubts, difficulties or questions, whether by reason of any orders of the NCLT or of any directive or orders of any other authorities or otherwise howsoever arising out of, under or by virtue of the Scheme and/or any matters concerning or connected therewith.

5.8 The Transferee Company and each of the Transferor Companies shall be at liberty to withdraw from the Scheme in case any condition or alteration imposed by the NCLT or any other statutory authority/ies is not on terms acceptable to them.

• 5.9 All costs, expenses, charges, fees, taxes, duties, levies and all incidental expenses arising out of or incurred in carrying out and implementing the terms and conditions or provisions of the Scheme and matters incidental thereto shall be borne and paid by the Transferee Company.

• 5.10 In the event of any inconsistency between any of the terms and conditions of any earlier arrangement between the Transferee Company and any and each of the Transferor Companies, and/or their respective shareholders and/or creditors, and the terms and conditions of the Scheme, the latter shall prevail.

• 5.11 If any part of the Scheme is invalid, ruled illegal by NCLT and/ or any Court of competent jurisdiction and/ or unenforceable under present or future laws, then it is the intention of the parties that such part shall be severable from the remainder of the Scheme and the Scheme shall not be affected thereby, unless the deletion of such part shall cause the Scheme to become materially adverse to any party, in which case the parties shall attempt to bring about a modification in the Scheme, as will best preserve for the parties, the benefits and obligations of this Scheme, including but not limited to such part. Requisite powers to decide could be given to the Board of the Transferee Company, or the Board of all the Transferor Companies.

• 5.12 The transfer of properties and liabilities to, and the continuance of proceedings by or against the Transferee Company, as envisaged in Part-III above shall not affect any transaction or proceedings already concluded by the respective Transferor Companies on or before the Appointed Date and after the Appointed Date till the Effective Date, to the end and intent that the Transferee Company accepts and adopts all acts, deeds and things done and executed by the respective Transferor Companies in respect thereto as done and executed on behalf of itself.

• 5.13 The Companies undertake to comply with all Applicable Laws (including all applicable compliances required by the SEBI and the Stock Exchanges) including making the requisite intimations and disclosures to any statutory or regulatory authority and obtaining the requisite consent, approval or permission of the Central Government, or any other statutory or regulatory authority, which by law may be required for the implementation of this Scheme or which by law may be required in relation to any matters connected with this Scheme.

(13)

ANNEXURE - B

REPORT ADOPTED BY THE BOARD OF DIRECTORS OF MINDA CORPORATION LIMITED AT ITS MEETING HELD ON OCTOBER 01, 2018 EXPLAINING THE EFFECT OF THE SCHEME OF AMALAGMATION ON EQUITY SHAREHOLDERS, KEY MANAGERIAL PERSONNEL, PROMOTERS AND NON-PROMOTER SHAREHOLDERS

1. BACKGROUND

• 1.1. The Board of Directors (‘Board’) of Minda Corporation Limited (‘Transferee Company’) at its meeting held on October 01, 2018 has approved the Scheme of Amalgamation of Minda Management Services Limited (‘Transferor Company No. 1’) and Minda SAI Limited (‘Transferor Company No. 2’) and Minda Automotive Solutions Limited (‘Transferor Company No. 3’) and Minda Autoelektrik Limited (‘Transferor Company No. 4’) and Minda Telematics and Electric Mobility Solutions Private Limited (‘Transferor Company No. 5’) with and into Minda Corporation Limited (‘Transferee Company’) and their respective shareholders and creditors (‘Scheme’).

• 1.2. Under the Scheme, it is proposed to amalgamate ‘Transferor Company No. 1’, ‘Transferor Company No. 2’, ‘Transferor Company No. 3’,‘Transferor Company No. 4’ and ‘Transferor Company No. 5’ with Transferee Company.

• 1.3. In terms of Section 232(2)(c) of Companies Act, 2013 (‘the Act’), a Report from the Board explaining the effect of the compromise on each class of shareholders, key managerial personnel, promoters and non-promoter shareholders has to be appended with the notice of the meeting of shareholders and creditors. Further, the said Report has to specify any special valuation difficulties, if any, in the valuation. This Report of the Board is made in order to comply with the requirements of the said Section 232(2)(c) of the Act.

• 1.4. That the draft Scheme duly initialed by the Chairman of Transferee Company for the purpose of identification was placed before the Board and the Scheme was deliberated in the meeting held on October 01, 2018.

2. VALUATION REPORT

• 2.1. Pursuant to the Clause 4.1 of Scheme, there will be no issuance of shares from the Transferee Companyto the shareholders of ‘Transferor Company No. 1’, ‘Transferor Company No. 2’, ‘Transferor Company No. 3’,‘Transferor Company No. 4’ and ‘Transferor Company No. 5’, as Transferee Company holds either directly or indirectly the whole of the share capital of ‘Transferor Company No. 1’, ‘Transferor Company No. 2’, ‘Transferor Company No. 3’,‘Transferor Company No. 4’ and ‘Transferor Company No. 5’, and there will be no valuation exercise required to be undertaken by the Restructured Companies to determine the share exchange ratio and thus, no valuation was required to be prepared regarding the same.

3. EFFECT OF THE SCHEME ON THE EQUITY SHAREHOLDERS (PROMOTER AND NON-PROMOTER) AND KEY MANAGERIAL PERSONNEL (KMPs) OF THE TRANSFEREE COMPANY

3.1. Equity Shareholders (Promoter and Non-Promoter):

There will be no adverse effect of the Scheme on the equity shareholders (the only class of shareholders), promoters and non- promoter shareholders of the TransfereeCompany.

Since Transferee Company holds either directly or indirectly the whole of the share capital of ‘Transferor Company No. 1’, ‘Transferor Company No. 2’, ‘Transferor Company No. 3’,‘Transferor Company No. 4’ and ‘Transferor Company No. 5’, no shares shall be issued upon amalgamation of ‘Transferor Company No. 1’, ‘Transferor Company No. 2’, ‘Transferor Company No. 3’,‘Transferor Company No. 4’ and ‘Transferor Company No. 5’ into Transferee Company and upon the scheme becoming effective, there will be no change in shareholding pattern of Transferee Company.

3.2. Key Managerial Personnel

The Scheme would not have any effect on the KMPs of the Transferee Company.

FOR MINDA CORPORATION LIMITED

Sd/Ashok Minda Chairman & Group CEO

(14)

ANNEXURE - C 1

REPORT ADOPTED BY THE BOARD OF DIRECTORS OF MINDA MANAGEMENT SERVICES LIMITED AT ITS MEETING HELD ON OCTOBER 01, 2018 EXPLAINING THE EFFECT OF THE SCHEME OF AMALAGMATION ON EQUITY SHAREHOLDERS, KEY MANAGERIAL PERSONNEL, PROMOTERS AND NON-PROMOTER SHAREHOLDERS

1. BACKGROUND

• 1.1. The Board of Directors (‘Board’) of Minda Management Services Limited (‘Transferor Company No. 1’) at its meeting held on October 01, 2018 has approved the Scheme of Amalgamation of Minda Management Services Limited (‘Transferor Company No. 1’) and Minda SAI Limited (‘Transferor Company No. 2’) and Minda Automotive Solutions Limited (‘Transferor Company No. 3’) and Minda Autoelektrik Limited (‘Transferor Company No. 4’) and Minda Telematics and Electric Mobility Solutions Private Limited (‘Transferor Company No. 5’) with and into Minda Corporation Limited (‘Transferee Company’) and their respective shareholders and creditors (‘Scheme’).

• 1.2. Under the Scheme, it is proposed to amalgamate ‘Transferor Company No. 1’, ‘Transferor Company No. 2’, ‘Transferor Company No. 3’,‘Transferor Company No. 4’ and ‘Transferor Company No. 5’ with‘Transferee Company’.

• 1.3. In terms of Section 232(2)(c) of Companies Act, 2013 (‘the Act’), a Report from the Board explaining the effect of the compromise on each class of shareholders, key managerial personnel, promoters and non-promoter shareholders has to be appended with the notice of the meeting of shareholders and creditors. Further, the said Report has to specify any special valuation difficulties, if any, in the valuation. This Report of the Board is made in order to comply with the requirements of the said Section 232(2)(c) of the Act.

• 1.4. That the draft Scheme duly initialed by the Chairman of Transferor Company No. 1 for the purpose of identification was placed before the Board and the Scheme was deliberated in the meeting held on October 01, 2018.

2. VALUATION REPORT

• 2.1. Considering the fact that Transferor Company No. 1 is a wholly owned subsidiary of Transferee Company, the shares of Transferor Company No. 1 as held by Transferee Company shall stand cancelled upon effectiveness of the Scheme and no shares shall be issued by Transferee Company, as consideration for the amalgamation.

• 2.2. Since, there is no consideration for the aforementioned amalgamation; no valuation is required to be conducted for any instrument or asset. Therefore, the Board noted that there were no valuation difficulties.

3. EFFECT OF THE SCHEME ON THE EQUITY SHAREHOLDERS (PROMOTER AND NON-PROMOTER) AND KEY MANAGERIAL PERSONNEL (KMPs) OF THE TRANSFEROR COMPANY NO. 1

3.1. Equity Shareholders (Promoter and Non-Promoter):

The Transferor Company No. 1 is a wholly owned subsidiary of Transferee Company and therefore no shares will be issued by Transferee Company, pursuant to the Scheme. Thus, there will be no adverse effect of the said Schemeon the Equity Shareholders of the Transferor Company No. 1.

The Transferor Company No. 1has only a single class of shareholders being the equity shareholders ofthe Transferor Company No. 1.

3.2. Key Managerial Personnel’s

Upon the Scheme becoming effective, all KMPs of Transferor Company No. 1 in service on the Effective Date shall be deemed to have become employees of Transferee Company with effect from the Appointed Date without any break, discontinuance or interruption in their service and as per the Scheme.

FOR MINDA MANAGEMENT SERVICES LIMITED

Sd/Ajay Sancheti Director

(15)

ANNEXURE - C 2

REPORT ADOPTED BY THE BOARD OF DIRECTORS OF MINDA SAI LIMITED AT ITS MEETING HELD ON OCTOBER 01, 2018 EXPLAINING THE EFFECT OF THE SCHEME OF AMALAGMATION ON EQUITY SHAREHOLDERS, KEY MANAGERIAL PERSONNEL, PROMOTERS AND NON-PROMOTER SHAREHOLDERS

1. BACKGROUND

• 1.1. The Board of Directors (‘Board’) of Minda Management Services Limited (‘Transferor Company No. 1’) at its meeting held on October 01, 2018 has approved the Scheme of Amalgamation of Minda Management Services Limited (‘Transferor Company No. 1’) and Minda SAI Limited (‘Transferor Company No. 2’) and Minda Automotive Solutions Limited (‘Transferor Company No. 3’) and Minda Autoelektrik Limited (‘Transferor Company No. 4’) and Minda Telematics and Electric Mobility Solutions Private Limited (‘Transferor Company No. 5’) with and into Minda Corporation Limited (‘Transferee Company’) and their respective shareholders and creditors (‘Scheme’).

• 1.2. Under the Scheme, it is proposed to amalgamate ‘Transferor Company No. 1’, ‘Transferor Company No. 2’, ‘Transferor Company No. 3’, ‘Transferor Company No. 4’ and ‘Transferor Company No. 5’ with ‘Transferee Company’.

• 1.3. In terms of Section 232(2)(c) of Companies Act, 2013 (‘the Act’), a Report from the Board explaining the effect of the compromise on each class of shareholders, key managerial personnel, promoters and non-promoter shareholders has to be appended with the notice of the meeting of shareholders and creditors. Further, the said Report has to specify any special valuation difficulties, if any, in the valuation. This Report of the Board is made in order to comply with the requirements of the said Section 232(2)(c) of the Act.

• 1.4. That the draft Scheme duly initialed by the Chairman of Transferor Company No. 2 for the purpose of identification was placed before the Board and the Scheme was deliberated in the meeting held on October 01, 2018.

2. VALUATION REPORT

• 2.1. Considering the fact that Transferor Company No. 2 is a wholly owned subsidiary of Transferee Company, the shares of Transferor Company No. 2 as held by Transferee Company shall stand cancelled upon effectiveness of the Scheme and no shares shall be issued by Transferee Company, as consideration for the amalgamation.

• 2.2. Since, there is no consideration for the aforementioned amalgamation; no valuation is required to be conducted for any instrument or asset. Therefore, the Board noted that there were no valuation difficulties.

3. EFFECT OF THE SCHEME ON THE EQUITY SHAREHOLDERS (PROMOTER AND NON-PROMOTER) AND KEY MANAGERIAL PERSONNEL (KMPs) OF THE TRANSFEROR COMPANY NO. 2

3.1. Equity Shareholders (Promoter and Non-Promoter):

The Transferor Company No. 2 is a wholly owned subsidiary of Transferee Company and therefore no shares will be issued by Transferee Company, pursuant to the Scheme. Thus, there will be no adverse effect of the said Scheme on the Equity Shareholders of the Transferor Company No. 2.

The Transferor Company No. 2 has only a single class of shareholders being the equity shareholders of the Transferor Company No. 2.

3.2. Key Managerial Personnel’s

Upon the Scheme becoming effective, all KMPs of Transferor Company No. 2 in service on the Effective Date shall be deemed to have become employees of Transferee Company with effect from the Appointed Date without any break, discontinuance or interruption in their service and as per the Scheme.

FOR MINDA SAI LIMITED

Sd/Ashok Minda Director

(16)

ANNEXURE - C 3

REPORT ADOPTED BY THE BOARD OF DIRECTORS OF MINDA AUTOMOTIVE SOLUTIONS LIMITED AT ITS MEETING HELD ON OCTOBER 01, 2018 EXPLAINING THE EFFECT OF THE SCHEME OF AMALAGMATION ON EQUITY SHAREHOLDERS, KEY MANAGERIAL PERSONNEL, PROMOTERS AND NON-PROMOTER SHAREHOLDERS

1. BACKGROUND

• 1.1. The Board of Directors (‘Board’) of Minda Management Services Limited (‘Transferor Company No. 1’) at its meeting held on October 01, 2018 has approved the Scheme of Amalgamation of Minda Management Services Limited (‘Transferor Company No. 1’) and Minda SAI Limited (‘Transferor Company No. 2’) and Minda Automotive Solutions Limited (‘Transferor Company No. 3’) and Minda Autoelektrik Limited (‘Transferor Company No. 4’) and Minda Telematics and Electric Mobility Solutions Private Limited (‘Transferor Company No. 5’) with and into Minda Corporation Limited (‘Transferee Company’) and their respective shareholders and creditors (‘Scheme’).

• 1.2. Under the Scheme, it is proposed to amalgamate ‘Transferor Company No. 1’, ‘Transferor Company No. 2’, ‘Transferor Company No. 3’, ‘Transferor Company No. 4’ and ‘Transferor Company No. 5’ with ‘Transferee Company’.

• 1.3. In terms of Section 232(2)(c) of Companies Act, 2013 (‘the Act’), a Report from the Board explaining the effect of the compromise on each class of shareholders, key managerial personnel, promoters and non-promoter shareholders has to be appended with the notice of the meeting of shareholders and creditors. Further, the said Report has to specify any special valuation difficulties, if any, in the valuation. This Report of the Board is made in order to comply with the requirements of the said Section 232(2)(c) of the Act.

• 1.4. That the draft Scheme duly initialed by the Chairman of Transferor Company No. 3 for the purpose of identification was placed before the Board and the Scheme was deliberated in the meeting held on October 01, 2018.

2. VALUATION REPORT

• 2.1. Considering the fact that Transferor Company No. 3 is a wholly owned subsidiary of Transferee Company, the shares of Transferor Company No. 3 as held by Transferee Company shall stand cancelled upon effectiveness of the Scheme and no shares shall be issued by Transferee Company, as consideration for the amalgamation.

• 2.2. Since, there is no consideration for the aforementioned amalgamation; no valuation is required to be conducted for any instrument or asset. Therefore, the Board noted that there were no valuation difficulties.

3. EFFECT OF THE SCHEME ON THE EQUITY SHAREHOLDERS (PROMOTER AND NON-PROMOTER) AND KEY MANAGERIAL PERSONNEL (KMPs) OF THE TRANSFEROR COMPANY NO. 3

3.1. Equity Shareholders (Promoter and Non-Promoter):

The Transferor Company No. 3 is a wholly owned subsidiary of Transferee Company and therefore no shares will be issued by Transferee Company, pursuant to the Scheme. Thus, there will be no adverse effect of the said Scheme on the Equity Shareholders of the Transferor Company No. 3.

The Transferor Company No. 3 has only a single class of shareholders being the equity shareholders of the Transferor Company No. 3.

3.2. Key Managerial Personnel’s

Upon the Scheme becoming effective, all KMPs of Transferor Company No. 3 in service on the Effective Date shall be deemed to have become employees of Transferee Company with effect from the Appointed Date without any break, discontinuance or interruption in their service and as per the Scheme.

FOR MINDA AUTOMOTIVE SOLUTIONS LIMITED

Sd/Rakesh Kalra Director

(17)

ANNEXURE - C 4

REPORT ADOPTED BY THE BOARD OF DIRECTORS OF MINDA AUTOELEKTRIK LIMITED AT ITS MEETING HELD ON OCTOBER 01, 2018 EXPLAINING THE EFFECT OF THE SCHEME OF AMALAGMATION ON EQUITY SHAREHOLDERS, KEY MANAGERIAL PERSONNEL, PROMOTERS AND NON-PROMOTER SHAREHOLDERS

1. BACKGROUND

• 1.1. The Board of Directors (‘Board’) of Minda Management Services Limited (‘Transferor Company No. 1’) at its meeting held on October 01, 2018 has approved the Scheme of Amalgamation of Minda Management Services Limited (‘Transferor Company No. 1’) and Minda SAI Limited (‘Transferor Company No. 2’) and Minda Automotive Solutions Limited (‘Transferor Company No. 3’) and Minda Autoelektrik Limited (‘Transferor Company No. 4’) and Minda Telematics and Electric Mobility Solutions Private Limited (‘Transferor Company No. 5’) with and into Minda Corporation Limited (‘Transferee Company’) and their respective shareholders and creditors (‘Scheme’).

• 1.2. Under the Scheme, it is proposed to amalgamate ‘Transferor Company No. 1’, ‘Transferor Company No. 2’, ‘Transferor Company No. 3’, ‘Transferor Company No. 4’ and ‘Transferor Company No. 5’ with ‘Transferee Company’.

• 1.3. In terms of Section 232(2)(c) of Companies Act, 2013 (‘the Act’), a Report from the Board explaining the effect of the compromise on each class of shareholders, key managerial personnel, promoters and non-promoter shareholders has to be appended with the notice of the meeting of shareholders and creditors. Further, the said Report has to specify any special valuation difficulties, if any, in the valuation. This Report of the Board is made in order to comply with the requirements of the said Section 232(2)(c) of the Act.

• 1.4. That the draft Scheme duly initialed by the Chairman of Transferor Company No. 4 for the purpose of identification was placed before the Board and the Scheme was deliberated in the meeting held on October 01, 2018.

2. VALUATION REPORT

• 2.1. Considering the fact that Transferor Company No. 4 is a wholly owned subsidiary of Transferee Company, the shares of Transferor Company No. 4 as held by Transferee Company shall stand cancelled upon effectiveness of the Scheme and no shares shall be issued by Transferee Company, as consideration for the amalgamation.

• 2.2. Since, there is no consideration for the aforementioned amalgamation; no valuation is required to be conducted for any instrument or asset. Therefore, the Board noted that there were no valuation difficulties.

3. EFFECT OF THE SCHEME ON THE EQUITY SHAREHOLDERS (PROMOTER AND NON-PROMOTER) AND KEY MANAGERIAL PERSONNEL (KMPs) OF THE TRANSFEROR COMPANY NO. 4

3.1. Equity Shareholders (Promoter and Non-Promoter):

The Transferor Company No. 4 is a wholly owned subsidiary of Transferee Company and therefore no shares will be issued by Transferee Company, pursuant to the Scheme. Thus, there will be no adverse effect of the said Scheme on the Equity Shareholders of the Transferor Company No. 4.

The Transferor Company No. 4 has only a single class of shareholders being the equity shareholders of the Transferor Company No. 4.

3.2. Key Managerial Personnel’s

Upon the Scheme becoming effective, all KMPs of Transferor Company No. 4 in service on the Effective Date shall be deemed to have become employees of Transferee Company with effect from the Appointed Date without any break, discontinuance or interruption in their service and as per the Scheme.

FOR MINDA AUTOELEKTRIK LIMITED

Sd/Sunil Pahilajani Director

(18)

ANNEXURE - C 5

REPORT ADOPTED BY THE BOARD OF DIRECTORS OF MINDA TELEMATICS AND ELECTRIC MOBILITY SOLUTIONS PRIVATE LIMITED AT ITS MEETING HELD ON OCTOBER 01, 2018 EXPLAINING THE EFFECT OF THE SCHEME OF AMALAGMATION ON EQUITY SHAREHOLDERS, KEY MANAGERIAL PERSONNEL, PROMOTERS AND NON-PROMOTER SHAREHOLDERS

1. BACKGROUND

• 1.1. The Board of Directors (‘Board’) of Minda Management Services Limited (‘Transferor Company No. 1’) at its meeting held on October 01, 2018 has approved the Scheme of Amalgamation of Minda Management Services Limited (‘Transferor Company No. 1’) and Minda SAI Limited (‘Transferor Company No. 2’) and Minda Automotive Solutions Limited (‘Transferor Company No. 3’) and Minda Autoelektrik Limited (‘Transferor Company No. 4’) and Minda Telematics and Electric Mobility Solutions Private Limited (‘Transferor Company No. 5’) with and into Minda Corporation Limited (‘Transferee Company’) and their respective shareholders and creditors (‘Scheme’).

• 1.2. Under the Scheme, it is proposed to amalgamate ‘Transferor Company No. 1’, ‘Transferor Company No. 2’, ‘Transferor Company No. 3’, ‘Transferor Company No. 4’ and ‘Transferor Company No. 5’ with ‘Transferee Company’.

• 1.3. In terms of Section 232(2)(c) of Companies Act, 2013 (‘the Act’), a Report from the Board explaining the effect of the compromise on each class of shareholders, key managerial personnel, promoters and non-promoter shareholders has to be appended with the notice of the meeting of shareholders and creditors. Further, the said Report has to specify any special valuation difficulties, if any, in the valuation. This Report of the Board is made in order to comply with the requirements of the said Section 232(2)(c) of the Act.

• 1.4. That the draft Scheme duly initialed by the Chairman of Transferor Company No. 5 for the purpose of identification was placed before the Board and the Scheme was deliberated in the meeting held on October 01, 2018.

2. VALUATION REPORT

• 2.1. Considering the fact that Transferor Company No. 5 is a wholly owned step subsidiary of Transferee Company, the shares of Transferor Company No. 5 as held by the Transferor Company No. 2, which is the wholly owned subsidiary of the Transferee Company shall stand cancelled upon effectiveness of the Scheme and no shares shall be issued by Transferee Company, as consideration for the amalgamation.

• 2.2. Since, there is no consideration for the aforementioned amalgamation, no valuation is required to be conducted for any instrument or asset. Therefore, the Board noted that there were no valuation difficulties.

3. EFFECT OF THE SCHEME ON THE EQUITY SHAREHOLDERS (PROMOTER AND NON-PROMOTER) AND KEY MANAGERIAL PERSONNEL (KMPs) OF THE TRANSFEROR COMPANY NO. 5

3.1. Equity Shareholders (Promoter and Non-Promoter):

The Transferor Company No. 5 is a step down wholly owned subsidiary of Transferee Company and therefore no shares will be issued by Transferee Company, pursuant to the Scheme. Thus, there will be no adverse effect of the said Scheme on the Equity Shareholders of the Transferor Company No. 5.

The Transferor Company No. 5 has only a single class of shareholders being the equity shareholders of the Transferor Company No. 5.

3.2. Key Managerial Personnel’s

Upon the Scheme becoming effective, all KMPs of Transferor Company No. 5 in service on the Effective Date shall be deemed to have become employees of Transferee Company with effect from the Appointed Date without any break, discontinuance or interruption in their service and as per the Scheme.

FOR MINDA TELEMATICS AND ELECTRIC MOBILITY SOLUTIONS PRIVATE LIMITED

Sd/Krishnamurthy Vaidyanathan Whole - Time Director

(19)

ANNEXURE - D

SUPPLEMENTARY UNAUDITED ACCOUNTING STATEMENT OF MINDA CORPORATION LIMITED (“TRANSFEREE COMPANY”) AS ON 30[TH ] SEPTEMBER, 2018 CONDENSED BALANCE SHEET AS AT 30 SEPTEMBER 2018

		(`in crores)
Particulars Note	As at 30 September 2018 (Unaudited)	As at 31 March 2018 (Audited)
A ASSETS (1) Non-current assets (a) Property, plant and equipment 4A (b) Capital work-in-progress (c) Other intangible assets 4B (d) Intangible assets under development (e) Financial assets (i) Investments 6 (ii) Loans 7A (iii) Other fnancial assets 8A (f) Income-tax assets (g) Other non-current assets 9A Total non-current assets (2) Current assets (a) Inventories 10 (b) Financial assets (i) Trade receivables 11 (ii) Cash and cash equivalents 12 (iii) Bank balances other than (ii) above 13 (iv) Loans 7A (v) Other fnancial assets 8B (c) Other current assets 9B Total current assets Total assets B EQUITY AND LIABILITIES (1) Equity (a) Equity share capital 14 (b) Other equity 15 Total equity (2) Non-current liabilities (a) Financial Liabilities (i) Borrowings 16A (ii) Other fnancial liabilities (b) Deferred Tax Liablities (Net) 17 (c) Provisions 18A (d) Other non-current liabilities 19A Total non-current liabilities (3) Current liabilities (a) Financial liabilities (i) Borrowings 16B (ii) Trade payables 20 (iii) Other fnancial liabilities 21 (b) Other Current Liablities 19B (c) Provisions 18B (d) Current tax liabilities Total current liabilities Total equity and liabilities Signifcant accounting policies 1-4 The notes referred to above form an integral part of the fnancial statements	244.35 233.86 13.28 9.66 4.58 4.54 0.34 - 297.38 296.29 16.01 16.16 7.38 6.45 0.66 0.66 6.80 6.58 590.78 574.20 73.60 61.20 256.23 199.06 1.50 2.22 305.20 0.29 84.98 49.40 15.99 2.46 20.66 19.03 758.16 333.66 1,348.94 907.86 45.44 41.86 786.57 429.01 832.01 470.87 90.01 95.97 11.88 4.25 5.95 5.44 0.02 1.97 107.86 107.63 148.50 126.78 158.70 118.54 70.98 60.60 12.92 11.91 5.92 5.91 12.04 5.63 409.07 329.36 1,348.94 907.86 For Minda Corporation Limited

Sd/Sd/Sanjay Aneja Ajay Sancheti Chief Financial Officer Company Secretary

(20)

MINDA CORPORATION LIMITED

CONDENSED STATEMENT OF PROFIT AND LOSS FOR THE PERIOD ENDED 30 SEPTEMBER 2018

		(`in crores)
Particulars Note	For the period ended 30 September 2018(Unaudited)	For the year ended 31 March 2018 (Audited)
INCOME I Revenue from operations 22 II Other income 23 III Total income IV EXPENSES Cost of materials consumed 24 Purchases of stock-in-trade Changes in inventories of fnished goods, stock-in-trade and work-in- progress 25 Excise duty on sales Employee benefts expenses 26 Finance costs 27 Depreciation and amortisation expense 4A & 4 B Other expenses 28 Total expenses V Proft before tax (III-IV) VI Current tax Deferred tax charge / (credit) VII Proft for the year VIII Other comprehensive income a. Remeasurement of defned beneft liabilities b. Income tax relating to items that will not be reclassifed to proft or loss Other comprehensive income for the year (a+b) IX Total comprehensive income for the period/ year (VII+VII) X Earnings per equity share of Rs.2 per share Basic (in)<br>Diluted (in) Signifcant accounting policies 1-4 The notes referred to above form an integral part of the fnancial statements	575.73 947.21 32.67 23.05 608.41 970.26 348.63 573.74 - 1.48 ( 2.15 ) ( 9.58) - 14.22 70.36 124.12 10.47 14.63 15.35 24.82 81.29 137.11 523.96 880.54 84.45 89.72 21.22 16.89 1.16 2.75 62.07 70.08 0.16 0.89 (0.05) (0.30) (0.11) (0.60) 62.17 70.68 2.79 3.35 2.76 3.31 For Minda Corporation Limited

Sd/-	Sd/-
Sanjay Aneja Chief Financial Offcer	Ajay Sancheti Company Secretary

(21)

MINDA CORPORATION LIMITED

CONDENSED STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED 30 SEPTEMBER 2018

|A.|Equity share capital
(in crores)|**Equity share capital**<br>**(**in crores)|Equity share capital
(`in crores)|
|---|---|---|---|
||Particulars|No.of shares|Amount|
||Balance as at 31 March 2017(Audited)|209,311,640|41.86|
||Changes in equityshare capital duringtheyear|-|-|
||Balance as at 31 March 2018(Audited)|209,311,640|41.86|
||Changes in equity share capital during theperiod|17,910,645|3.58|
||Balance as at September 30, 2018|227,222,285|45.44|

|B.|Other equity|(in crores)|(in crores)|(in crores)|(in crores)|(in crores)|(in crores)|(in crores)|(in crores)|
|---|---|---|---|---|---|---|---|---|---|
||Particulars|Reserve and surplus ( 1 )||||||Items of other
comprehensive
income(2 )|Total
(1+2)|
|||Capital
Redemption
Reserve|Securities
premium
reserve|General
reserve|Employee
stock
compensation
option
outstanding|Equity
component
of compound
fnancial
instrument -
Cumulative
redeemable
preference
share|Retained
earnings|Remeasurement
of defned
beneft
obligations||
||Balance as at 1 April 2018
(Audited)|19.20|111.48|41.12|2.10|4.65|250.97|(0.52)|429.01|
||Proft for theyear|-|-|-|-|-|62.07|-|62.07|
||Other comprehensive
income/(loss)|-|-|-|-|-|-|0.10|0.10|
||Tax impact on other
comprehensive income/
(loss)|-|-|-|-|-|-|-|-|
||Total comprehensive
income/(loss)|-|-|-|-|-|62.07|0.10|62.17|
||Transfer togeneral researve|-|-|6.21|-|-|(6.21)|-|-|
||Premium on issue of shares
-QIP|-|302.37|-|-|-|-|-|302.37|
||Dividend paid (including
dividend tax)|-|-|-|-|-|(7.95)|-|(7.95)|
||Employee stock
compensation expense|-|-|-|0.97|-|-|-|0.97|
||Balance as at 30
September 2018
(Unaudited)|19.20|413.86|47.33|3.07|4.65|(298.87)|(0.42)|786.57|

For Minda Corporation Limited

Sd/Sd/Sanjay Aneja Ajay Sancheti Chief Financial Officer Company Secretary

(22)

MINDA CORPORATION LIMITED

CONDENSED STATEMENT OF CASH FLOW FOR THE PERIOD ENDED 30 SEPTEMBER 2018

(` in crores)

Particulars	For the period ended 30 September 2018 (Unaudited)	For the year ended 31 March 2018 (Audited)
A Net cash from operating activities B Net cash from / (used in) investing activities C Net cash used in fnancing activities Net increase in cash and cash equivalents (A+B+C) Cash and cash equivalents at the beginning of the period/ year Cash and cash equivalents at the end of theperiod/year	24.18 (320.40) (295.50) (0.72) 2.22 1.50	16.58 (69.80) 55.00 1.78 0.64 2.22
	For Minda Corporation Limited Sd/- Sd/- Sanjay Aneja Ajay Sancheti Chief Financial Offcer Company Secretary

(23)

Minda Corporation Limited

Notes forming part of the Financial Information

1. Corporate Information

Minda Corporation Limited (the ‘Company’) is a company domiciled in India, with its registered office situated at A-15, Phase -1 Ashok Vihar, Delhi - 110052. The Company has been incorporated under the provisions of Indian Companies Act and its equity shares are listed on BSE Limited (BSE) and National Stock Exchange of India (NSE). The Company is primarily involved in manufacturing of Automobile Components and Parts thereof.

2. Basis of preparation

The condensed Balance sheet as at 30 September 2018, the condensed Statement of Profit and Loss, the condensed Cash flow statement, the condensed Statement of Changes in Equity for the 6 months period ended 30 September 2018 and other explanatory notes (“financial information”) represents the standalone financial information of the Company have been prepared in accordance with Generally Accepted Accounting Principles in India, including the Indian accounting standard (Ind AS) prescribed under section 133 of the act.

The Company management had previously issued its audited financial statements for the year ended 31 March 2018 (Annual financial statements’) on 28 May 2018 that were prepared in accordance with the Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under section 133 of the Companies Act, 2013, (the ‘Act’), Companies (Indian Accounting Standards) (Amendment) Rules, 2016 as amended & other relevant provisions of the Act (‘financial statements’). Information as at 30 September 2018 and for the period then ended, is proposed to be sent to the National Company Law Tribunal (NCLT), creditors, shareholders and other statutory authorities, in accordance with the requirements of the Companies Act 2013.

The financial results of the Company for the six months period ended 30 September, 2018 were reviewed by statutory auditors of the company and an unqualified Limited Review Report was given thereupon.

These compiled information are not a complete set of financial statements prepared as per the requirements of the companies Act 2013 or the requirements of the Ind AS 34”Interim Financial Reporting.

3. Significant accounting policies, accounting estimates, assumptions and judgements

The accounting policies, accounting estimates, assumptions and judgements adopted in the compilation of these financial information are consistent with those followed in the preparation of the Company’s latest Annual financial statements.

4. Major movement item(s)

During six months period ending 30 September 2018 company raised funds amounting to Rs 305.95 crores ( net of expenses of Rs 4.74 crores ) by the way of Qualified Institutional Placement (QIP) of equity shares . The company issued 17,910,645 shares at a price of Rs 173.47 per share whereby the equity capital has increased by Rs 3.58 crores and share premium has increased by Rs 302.37 crores .

The objects of issue was to cater to working capital requirement, investment in subsidiaries and joint ventures, to fund growth and expansion toward corporate general purpose. The full amount as at 30 September 2018 remains unutilized and invested in interest bearing fixed deposits.

(24)

Net block	Balance as at 30 September 2018		24.64	24.75		4.59	4.78	62.13	62.65	133.81	122.13	4.94	5.31	4.05	3.59	6.72	6.92	3.21	3.47	-	0.26	0.26	244.35	233.86		4.58	4.54	4.58	4.54
ACCUMULATED DEPRECIATION/ AMORTISATION	Balance as at 30 September 2018		0.59	0.46		0.57	0.38	5.76	4.43	37.13	26.75	1.88	1.45	3.14	2.59	1.85	1.05	3.18	2.40		0.38	0.38	54.48	39.89		2.80	2.06	2.80	2.06
	Deductions		-	-		-	-	-	-	-	1.62	-	0.03	0.00	0.04	0.01	0.04	0.01	0.01		-	-	0.02	1.74		-	0.05	-	0.05
	Depreciation/ amortisation		0.13	0.25		0.19	0.19	1.33	2.44	10.38	15.78	0.43	0.78	0.55	1.35	0.81	1.06	0.79	1.50		-	0.19	14.61	23.54		0.74	1.27	0.74	1.27
	Balance as at 1 April 2018		0.46	0.21		0.38	0.19	4.43	1.99	26.75	12.59	1.45	0.70	2.59	1.28	1.05	0.03	2.40	0.91		0.38	0.19	39.89	18.09		2.06	0.83	2.06	0.83
GROSS BLOCK	Balance as at 30 September 2018		25.23	25.22		5.16	5.16	67.89	67.08	170.94	148.88	6.82	6.76	7.19	6.18	8.57	7.97	6.39	5.86		0.64	0.64	298.83	273.75		7.38	6.60	7.38	6.60
	Deductions		-	-		-	-	-	-	-	3.74	-	0.06	0.01	0.09	0.08	0.26	0.01	0.03		-	-	0.10	4.18		-	0.05	-	0.05
	Additions		0.01	-		-	-	0.81	24.91	22.06	66.89	0.06	1.23	1.02	1.48	0.68	8.06	0.54	1.28		-	-	25.18	103.85		0.79	2.27	0.79	2.27
	Balance as at 1 April 2018		25.22	25.22		5.16	5.16	67.08	42.17	148.88	85.73	6.76	5.59	6.18	4.79	7.97	0.17	5.86	4.61		0.64	0.64	273.75	174.08		6.60	4.38	6.60	4.38
	FIXED ASSETS	TANGIBLE FIXED ASSETS	LAND (FREEHOLD AND LEASEHOLD)			LEASEHOLD IMPROVEMENT		BUILDING		PLANT AND MACHINERY		FURNITURE AND FIXTURES		OFFICE EQUIPMENT		VEHICLES		COMPUTERS		ASSETS UNDER FINANCE LEASE	PLANT AND MACHINERY		TOTAL ( A )		INTANGIBLE ASSETS	COMPUTER SOFTWARE		TOTAL ( B )
		A	(a)			(b)		(c)		(d)		(e)		(f)		(g)		(h)		(i)					B

(25)

MINDA CORPORATION LIMITED NOTES FORMING PART OF FINANCIAL INFORMATION

Note 6. Investments

Note 6. Investments (`in crores)
Particulars	No of shares	As at 30 September 2018	No of shares	As at 31 March 2018
Non-current investments (at cost) i. In subsidiaries - fully paid equity shares (Unquoted) equity shares of Rs. 100 each fully paid up in Minda SAI Limited equity shares of Euro 100 each fully paid up in Minda Europe B.V., Netherlands equity shares of Rs. 10 each fully paid up in Minda Management Services Limited Investment in Minda KTSN Plastic Solutions GmbH & Co. KG, Germany Equity shares of Rs. 10 each fully paid up in Minda Automotive Solutions Limited Equity shares of Rs.10 each fully paid up in Spark Minda foundation Equity shares of Rs.10 each fully paid up in Minda Autoelektrik Ltd ii. Jointly Controlled Entity - fully paid shares (Unquoted) Equity shares of Rs. 10 each fully paid up in Minda Furukawa Electric Private Limited	7,077,108 3,000 5,500,000 280,300 10,000 130,000,000 50,235,000	56.52 1.69 6.81 138.95 4.71 0.01 41.22 47.48	7,077,108 3,000 5,500,000 280,300 10,000 8,508,333 50,235,000	56.19 1.69 6.45 138.91 4.71 0.01 41.06 47.27
		297.38		296.29

Note 7. Loans

( ` in crores)

Note 7. Loans	Note 7. Loans		(`in crores)
Particulars		As at 30 September 2018	As at 31 March 2018
A. B.	Non-current Loans & advances to related parties (i) Unsecured, considered good Security deposits to related parties (ii) Unsecured, considered good Security deposits (i) Unsecured, considered good Current Loans and advances to related parties Security deposits Total (A + B)	11.29 1.70 3.01	12.24 1.70 2.22
		16.01	16.16
		84.98 -	49.33 0.07
		84.98	49.40
		100.99	65.57

(26)

MINDA CORPORATION LIMITED NOTES FORMING PART OF FINANCIAL INFORMATION

Note 8. Other financial assets

Note 8. Other fnancial assets		(`in crores)
Particulars		As at 30 September 2018	As at 31 March 2018
A. B.	Non-current Balances with banks - Deposits due to mature after 12 months from the reporting date Interest accrued on loans and advances to related party Advances to employees Current Interest acrued but not due on loans to related parties Interest accrued on fxed deposits Advances to employees Others Total(A + B)*	0.20 7.11 0.07	0.06 6.17 0.21
		7.38	6.45
		4.99 7.96 1.05 1.99	1.77 0.05 0.44 0.20
		15.99	2.46
		23.37	8.91

Note 9. Other assets

Note 9. Other assets	(`in crores)
Particulars	As at 30 September 2018	As at 31 March 2018
A. Non-current Capital advances Deferred premium on forward cover Total (A) B. Current Balances with government authorities Prepaid expenses Advances to suppliers Rebate claim receivable Export beneft received and receivable Deferred premium on forward cover Forward cover payable Total (B) Total(A + B)	4.52 2.28	3.65 2.92
	6.80	6.57
	4.98 2.62 4.94 4.35 0.79 1.29 1.69	7.80 2.12 4.19 2.25 1.39 1.29 -
	20.66	19.03
	27.45	25.60

Note 10. Inventories

|Note 10. Inventories|(**in crores)**|(in crores)|
|---|---|---|
|Particulars|As at
30 September 2018|As at
31 March 2018|
|Raw materials (including packing materials)
Work-in-progress
Finished goods
Stock in trade
Stores and spares
Total|46.67
7.32
17.21
0.06
2.34|36.83
6.08
16.32
0.06
1.91|
||73.60|61.20|

(27)

MINDA CORPORATION LIMITED NOTES FORMING PART OF FINANCIAL INFORMATION

Note 11. Trade receivables

( ` in crores)

Note 11. Trade receivables		(`in crores)
Particulars	As at 30 September 2018	As at 31 March 2018
Unsecured - Considered good - Considered doubtful Receivables from related parties Less: Provision for expected credit loss Total	159.46 0.03 - 96.77 (0.03)	125.06 0.03 - 74.00 (0.03)
	256.23	199.06

Note 12. Cash and cash equivalents

( ` in crores)

Note 12. Cash and cash equivalents		(`in crores)
Particulars	As at 30 September 2018	As at 31 March 2018
Cash on hand Cheques, drafts on hand -On current accounts -Other bank balances	0.14 0.01 1.34 0.00	0.11 1.54 0.57 0.00
	1.50	2.22

Note 13. Other Bank balances

Note 13. Other Bank balances		(`in crores)
Particulars		As at 30 September 2018	As at 31 March 2018
Balance with bank Deposits due to mature within 12 month on the reporting date		305.20	0.29
		305.20	0.29
Note 14. Equity share capital		(`in crores)
Particulars		As at 30 September 2018	As at 31 March 2018
(a) (b)	Authorised 250,000,000 (March 31, 2017: 225,000,000, April 1, 2016: 225,000,000) equity shares of Rs. 2 each 240,000 (March 31, 2017: 240,000, April 1, 2016: 240,000) 0.001% cumulative redeemable preference shares of Rs. 800 each Issued, subscribed and paid up a) Equity shares of Rs. 2 each (previous year Rs. 2 each) 227,222,285 (March 31, 2017: 209,311,640, April 1, 2016: 209,311,640) equity shares of Rs. 2 each	50.00 19.20 45.44	50.00 19.20 41.86

(28)

MINDA CORPORATION LIMITED NOTES FORMING PART OF FINANCIAL INFORMATION

Note 15. Other equity

Note 15. Other equity		(`in crores)
Particulars		As at 30 September 2018	As at 31 March 2018
(a) (b) (c) (d) (e) (f) (g)	Capital redemption reserve Securities premium reserve General reserve Employee stock compensation option outstanding Equity component of compound fnancial instrument - Cumulative redeemable preference share Retained earnings Other Comprehensive Income	19.20 413.86 47.33 3.07 4.65 298.87 (0.42)	19.20 111.48 41.12 2.10 4.65 250.97 (0.52)
		786.57	429.01

Note 16. Borrowings

|Note 16. Borrowings|Note 16. Borrowings|(**in crores)**|(in crores)|
|---|---|---|---|
|Particulars||As at
30 September 2018|As at
31 March 2018|
|A.
(a)
B.|Non-current
Secured
Term loans from banks
Vehicle Loan
Total (A)
Current
Secured
Cash credit and working capital demand loan from bank
Vehicle
Unsecured
Purchase order fnancing facility from others parties
Total (B)|88.91
1.10|94.57
1.40|
|||90.01|95.97|
|||118.50
-
30.00|96.09
0.69
30.00|
|||148.50|126.78|

(29)

MINDA CORPORATION LIMITED NOTES FORMING PART OF FINANCIAL INFORMATION

|Note 17. Deferred tax liabilities|Note 17. Deferred tax liabilities|(**in crores)**|(in crores)|
|---|---|---|---|
|Particulars||As at
30 September 2018|As at
31 March 2018|
|A.
B.|Deferred Tax Assets
Accrued expense deductible on payment
Provision for gratuity and compensated absences
Loss allowance for trade receivables
MAT credit entitlement
Employees Stock Compensation Expense
Others
Total (A)
Deferred Tax Liabilities
Difference in book written down value and tax written down value of property, plant and
equipment
Excess of allowance for lease rentals under income tax law over depreciation and interest
charged on the leased assets in the books
Others
Total (B)
Deferred tax liability (net) (B-A)|-
3.34
0.01
0.10
1.59|1.14
3.20
0.01
6.55
0.22
0.50|
|||5.04
16.84
0.08
-|11.62
15.78
0.09
-|
|||16.92|15.87|
|||11.88|4.25|

Note 18. Provisions

Note 18. Provisions		(`in crores)
Particulars		As at 30 September 2018	As at 31 March 2018
A. B.	Non-current Provision for employee benefts -Gratuity -Compensated absence Other provisions -Provision for taxation -Provision for warranties Total (A) Current Provision for employee benefts - Gratuity - Compensated absence Others - Provision for warranties Total (B)	- 5.33 - 0.62	- 4.83 - 0.61
		5.95	5.44
		3.75 0.47 1.70	3.93 0.40 1.59
		5.92	5.91

Note 19. Other liabilities

Note 19. Other liabilities		(`in crores)
Particulars		As at 30 September 2018	As at 31 March 2018
A. B.	Non-current Forward cover payable Other non- current liability Total (A) Current Statutory dues payable Advances from customers Forward cover payable Other current liability Total(B)	- 0.02	1.76 0.21
		0.02	1.97
		6.07 6.16 - 0.69	4.92 4.98 1.49 0.52
		12.92	11.91

(30)

MINDA CORPORATION LIMITED NOTES FORMING PART OF FINANCIAL INFORMATION

Note 20. Trade payables

Note 20. Tradepayables		(`in crores)
Particulars		As at 30 September 2018	As at 31 March 2018
Total outstanding dues of micro enterprises and small enterprises Total outstanding dues of creditors other than micro enterprises and small enterprises Trade payables to related parties Acceptances Total		- 141.84 12.04 1.00	- 108.58 9.46 0.50
		158.70	118.54
Note 21. Other fnancial liabilities		(`in crores)
Particulars		As at 30 September 2018	As at 31 March 2018
A	Current Current maturities of: - term loans - vehicle loan Interest accrued but not due on borrowings Mark to market loss on forward cover Salaries, wages and bonus payable Unpaid dividend Creditors for capital items Total	46.10 0.63 0.74 0.82 17.99 0.00 4.71	38.86 - 0.51 0.23 14.18 0.00 6.82
		70.98	60.60

Note 22 Revenue from operations

( ` in crores)

Note 22 Revenue from operations		(`in crores)
Particulars	For the period ended 30 September 2018	For the year ended 31 March 2018
Sale of products -Manufactured goods -Traded goods Other operating revenues -Royalty -Technical know-how and service income -Job work income -Sale of scrap - Exchange fuctuations (net) -Duty draw back and other export benefts Other operating revenues Total	564.56 - 564.56 1.48 2.66 0.32 1.18 4.40 1.12 11.17	931.32 0.61 931.93 2.90 3.46 0.26 2.20 4.03 2.42 15.27
	575.73	947.21

(31)

MINDA CORPORATION LIMITED NOTES FORMING PART OF FINANCIAL INFORMATION

Note 23 Other income

( ` in crores)

Note 23 Other income		(`in crores)
Particulars	For the period ended 30 September 2018	For the year ended 31 March 2018
Interest income : -on fxed deposits -on loans -on others Subsidy received Financial assistance fee Provisions/liabilities no longer required, written back Rental income Dividend Income Miscellaneous income Total	7.99 3.98 0.06 1.16 0.82 0.58 0.30 15.74 2.05	0.04 3.36 0.11 - 2.01 1.43 0.61 13.12 2.37
	32.67	23.05

Note 24. Raw materials consumed (includes packing material and components)

( ` in crores)

Particulars	For the period ended 30 September 2018	For the year ended 31 March 2018
Opening stock Add: Purchases during the year Less: Closing stock	36.83 358.47	29.56 581.02
	395.30 46.67	610.57 36.83
	348.63	573.74

Notes 25. Changes in inventories of Finished Goods, Stock in Trade and Work in Progress

( ` in crores)

Particulars	For the period ended 30 September 2018	For the year ended 31 March 2018
Finished goods and stock in trade Opening stock Less: Closing stock Impact of excise duty on decrease/ (increase) in fnished goods Work in progress Opening stock Less: Closing stock Increase / (Decrease) in inventories	16.37 17.27	8.12 16.38
	(0.90) - 6.08 7.33	(8.26) - 4.77 6.08
	(1.25)	(1.32)
	(2.15)	(9.57)

(32)

MINDA CORPORATION LIMITED NOTES FORMING PART OF FINANCIAL INFORMATION

Note 26. Employee benefits

( ` in crores)

Note 26. Employee benefts		(`in crores)
Particulars	For the period ended 30 September 2018	For the year ended 31 March 2018
Salaries and wages Contribution to - Provident fund and other funds - Gratuity fund Employees Stock Compensation Expense Staff welfare Total	62.57 3.20 0.80 0.30 3.49 70.36	108.28 5.82 3.46 0.59 5.96
		124.12

Note 27. Finance costs

Note 27. Finance costs	(`in crores)
Particulars	For the period ended 30 September 2018	For the year ended 31 March 2018
Interest expense : on borrowings from banks on borrowings from others Other borrowing costs Total	10.03 0.45 -	13.87 0.60 0.16
	10.47	14.63

Note 28. Other expenses

( ` in crores)

Note 28. Other expenses		(`in crores)
Particulars	For the period ended 30 September 2018	For the year ended 31 March 2018
Jobwork charges Consumption of stores and spare parts Power and fuel (net of recovery) Rent Repairs- buildings Repairs- plant and machinery Repairs others Travelling and conveyance Legal and professional Communication Charity and donations Provision for doubtful trade receivables Management fees Insurance Rates and taxes, excluding taxes on income Warranty expenses Loss on sale/discard of fxed assets (net) Advertisement and business promotion Royalty Freight and forwarding Bank charges Corporate social responsibility Amortisation of premium on forward contract Miscellaneous Total	12.07 10.80 17.67 4.30 1.16 3.81 1.60 4.29 2.90 0.62 0.01 - 6.27 0.62 0.23 0.34 0.02 0.81 4.26 4.51 0.32 0.67 0.64 3.36	19.44 18.62 26.08 9.11 2.45 6.49 2.46 7.78 6.66 1.22 0.10 0.03 10.34 1.01 0.52 0.70 1.93 1.73 6.01 6.93 0.36 1.19 1.05 4.90
	81.29	137.11

(33)

ANNEXURE - E1

SUPPLEMENTARY UNAUDITED ACCOUNTING STATEMENT OF MINDA MANAGEMENT SERVICES LIMITED (“TRANSFEROR COMPANY NO. 1”) AS ON 30[TH ] SEPTEMBER, 2018 CONDENSED BALANCE SHEET AS AT 30 SEPTEMBER 2018

		(`in Crore)
Particulars Notes	As at 30 September 2018	As at 31 March 2018
	Unaudited	Audited
ASSETS Non-current assets Property, plant and equipment 2.1 Intangible assets 2.2 Financial assets i. Investments 2.3 ii. Loans 2.4 Deferred tax assets (net) 2.5 Income tax assets (net) 2.6 Current assets Financial assets i. Trade receivables 2.7 ii. Cash and cash equivalents 2.8 iii. Other fnancial assets 2.9 Other current assets 2.10 Total assets EQUITY AND LIABILITIES EQUITY Equity share capital 2.11 Other equity 2.12 LIABILITIES Non-current liabilities Financial Liabilities i. Borrowings 2.13 Provisions 2.14 Current liabilities Financial liabilities i. Borrowings 2.15 ii. Trade payables 2.16 iii. Other fnancial liabilities 2.17 Other current liabilities 2.18 Provisions 2.19 Total equity and liabilities Signifcant accounting policies 1	4.46 0.07 0.00 0.24 1.26 3.41 9.46 13.59 0.81 0.59 1.16 16.16 25.62 5.50 10.04 15.54 1.18 2.25 3.44 0.11 2.57 2.45 1.43 0.08 6.64 25.62	5.19 0.07 0.00 0.25 1.33 4.83 11.67 13.83 0.17 0.61 2.85 17.46 29.13 5.50 6.83 12.33 1.51 2.33 3.84 5.00 2.09 4.58 1.21 0.08 12.96 29.13
The notes referred to above form an integral part of the fnancial statements	For Minda Management Services Limited

Sd/Sd/Sanjay Aneja Ajay Sancheti Director Director

(34)

MINDA MANAGEMENT SERVICES LIMITED CONDENSED STATEMENT OF PROFIT AND LOSS FOR THE PERIOD ENDED 30 SEPTEMBER 2018

			(`in Crore)
Particulars Notes		For the period ended 30 September 2018	For the year ended 31 March 2018
		Unaudited	Audited
Revenue Revenue from operations 2.20 Other income 2.21 Total revenue Expenses Employee benefts expense 2.22 Finance costs 2.23 Depreciation and amortization expense 2.1& 2.2 Other expenses 2.24 Total expenses Proft before taxes Tax expense Current tax Deferred tax charge/ (credit) Proft for the year Other comprehensive income Item that will not be reclassifed to proft or loss -Remeasurements of defned beneft liability (assets) (net of Tax) Other comprehensive income for the year, net of taxes Total comprehensive income for the year Earnings per equity share of**10 per share**<br>Basic (in) Diluted (in`) Signifcant accounting policies 1		20.68 1.06 21.74 9.31 0.27 0.75 7.31 17.64 4.10 1.14 0.07 2.89 0.05 0.05 2.94 5.35 5.35	36.29 0.72 37.01 19.24 0.78 1.49 13.90 35.41 1.60 0.02 0.48 1.10 0.10 0.10 1.20 2.18 2.18
The notes referred to above form an integral part of the fnancial statements		For Minda Management Services Limited

The notes referred to above form an integral part of the financial statements

Sd/-	Sd/-
Sanjay Aneja	Ajay Sancheti
Director	Director

(35)

MINDA MANAGEMENT SERVICES LIMITED CONDENSED STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED 30 SEPTEMBER 2018

A. Equity share capital

A. Equity share capital
Particulars	(`in Crore)
Balance as at 1 April 2018	5.50
Changes in equityshare capital duringtheyear ended 30 September 2018	-
Balance as at 30 September, 2018	5.50

B. Other equity

B. Other equity
Particulars	Attributable to owners of the Company			(`in Crore)
	Reserves and surplus (1)		Other Comprehensive Income (2)	Total (1+2)
	Capital Reserve	Retained Earnings	Remeasurement of defned beneft obligations
Balance as at 01 April 2018	0.62	5.99	0.22	6.83
Proft/(loss) for the year		2.89	-	2.89
Amount transferred to Employee stock compensation	0.27	-	-	0.27
Other comprehensive income			0.05	0.05
Balance as at 30 September 2018	0.89	8.88	0.27	10.04

For Minda Management Services Limited

Sd/-	Sd/-
Sanjay Aneja	Ajay Sancheti
Director	Director

(36)

MINDA MANAGEMENT SERVICES LIMITED

CONDENSED STATEMENT OF CASH FLOW FOR THE PERIOD ENDED 30 SEPTEMBER 2018

|||(in Crore)|(in Crore)|
|---|---|---|---|
|Particulars||For the period ended
30 September 2018
(Unaudited)|For the year ended
31 March 2018
(Audited)|
|A
B
C|Net cash from operating activities
Net cash from investing activities
Net cash from fnancing activities
Net increase in cash and cash equivalents (A+B+C)
Cash and cash equivalents at the beginning of the period/ year
Cash and cash equivalents at the end of theperiod/year|6.47
0.15
-5.98|6.97
-4.91
-2.22|
|||0.64|-0.16|
|||0.17|0.33|
|||0.81|0.17|

For Minda Management Services Limited

Sd/-	Sd/-
Sanjay Aneja	Ajay Sancheti
Director	Director

(37)

Minda Management Services Limited

Notes forming part of the Financial Information

1(a). Corporate Information

Minda Management Services Limited (the ‘Company’) is a company domiciled in India, with its registered office situated at A-15, Phase -1 Ashok Vihar, Delhi - 110052.The Company is primarily involved in providing management consultancy and business support services to Spark Minda Ashok Minda Group Companies.

1(b). Basis of preparation

The condensed Balance sheet as at 30 September 2018, the condensed Statement of Profit and Loss, the condensed statement of Cash flow, the condensed Statement of Changes in Equity for the six months period ended 30 September 2018 and other explanatory notes (“financial information”) represents the standalone financial information of the Company have been prepared in accordance with Generally Accepted Accounting Principles in India, including the Indian accounting standard (Ind AS) prescribed under section 133 of the act.

The Company management had previously issued its audited financial statements for the year ended 31 March 2018 (Annual financial statements’) on 25 May 2018 that were prepared in accordance with the Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under section 133 of the Companies Act, 2013, (the ‘Act’), Companies (Indian Accounting Standards) (Amendment) Rules, 2016 as amended & other relevant provisions of the Act (‘financial statements’). Information as at 30 September 2018 and for the period then ended, is proposed to be sent to the National Company Law Tribunal (NCLT), creditors, shareholders and other statutory authorities, in accordance with the requirements of the Companies Act 2013.

The financial results of the Company for the six months period ended 30 September, 2018 were reviewed by statutory auditors of the company and an unqualified Limited Review Report was given thereupon.

These compiled information are not a complete set of financial statements prepared as per the requirements of the companies Act 2013 or the requirements of the Ind AS 34”Interim Financial Reporting.

1(c). Significant accounting policies, accounting estimates, assumptions and judgements

The accounting policies, accounting estimates, assumptions and judgements adopted in the compilation of these financial information are consistent with those followed in the preparation of the Company’s latest Annual financial statements.

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(`in Crore)	Net block	Balance as at 30 September 2018	(i) = (d-h)		0.51	0.08	3.73	0.14	4.46		0.07	0.07	4.53
	Accumulated depreciation	Balance as at 30 September 2018	(h) = (e+f-g)		0.84	0.01	1.63	0.19	2.67		0.07	0.07	2.74
		Translation Adjustment	(g)		0.00	0.02	-	-	0.02		-	-	0.02
		Depreciation for the year	(f)		0.11	0.01	0.61	0.04	0.77		0.01	0.01	0.78
		Balance as at 1 April 2018	(e)		0.73	0.02	1.02	0.15	1.92		0.06	0.06	1.98
	Gross block	Balance as at 30 September 2018	(d) = (a+b-c)		1.35	0.09	5.36	0.33	7.13		0.14	0.14	7.27
		Disposals	(c)		0.00	0.01	0.04	0.01	0.06		-	-	0.06
		Additions	(b)		0.01	0.01	-	0.05	0.07		-	-	0.07
		Balance as at 1 April 2018	(a)		1.34	0.09	5.40	0.29	7.12		0.14	0.14	7.26
	Particulars			2.1 Property, plant and equipment	Plant and equipment	Furniture and fxtures	Vehicles	Computer hardware		2.2 Intangible assets	Computer software		Grand total

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Minda Management Services Limited

Notes to the financial statements for the period ended 30 September 2018

2.3 Non-current fnancial asset- investment	2.3 Non-current fnancial asset- investment		(`in Crore)
Particulars		As at 30 September 2018	As at 31 March 2018
		Unaudited	Audited
Investment in equity instruments of Jointly control entity at cost unquoted equity instruments (21,332,700) equity shares of10 each fully paid up in Minda VAST Access Systems Private<br>Limited<br>**2.4 Non-current loans**||<br>**0.00**<br>**0.00**|0.00<br>0.00<br>**(**in Crore)
Particulars		As at 30 September 2018	As at 31 March 2018
		Unaudited	Audited
Security deposits Security deposits to related parties 2.5 Deferred Tax Assets(net)		0.18 0.06 0.24	0.19 0.06 0.25 (`in Crore)
Particulars		As at 30 September 2018	As at 31 March 2018
		Unaudited	Audited
Deferred tax assets Provision for employee benefts Provision for doubtful trade receivable On account of difference between book written down value and tax written down value of fxed assets MAT Credit Entitlement - Others to other comprehensive income Total (A) Deferred tax liabilities Total (B) Deferred tax assets (net) (B-A) 2.6 Non-current tax assets(net)		0.65 0.33 0.27 - 0.01 1.26 - 1.26	0.66 0.32 - 0.18 0.12 0.04 1.33 - 1.33 (`in Crore)
Particulars		As at 30 September 2018	As at 31 March 2018
		Unaudited	Audited
Tax deducted at Source Less:- Provision		4.81 (1.40) 3.41	7.23 (2.40) 4.83

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Minda Management Services Limited

Notes to the financial statements for the period ended 30 September 2018

2.7 Trade Receivable			(`in Crore)
Particulars		As at 30 September 2018	As at 31 March 2018
		Unaudited	Audited
Unsecured, considered good,unless otherwise stated Trade receivables Considered good Considered doubtful Less: Provision for expected credit loss 2.8 Cash and cash equivalents		13.59 1.18 14.77 (1.18) 13.59	13.83 1.18 15.01 (1.18) 13.83 (`in Crore)
Particulars		As at 30 September 2018	As at 31 March 2018
		Unaudited	Audited
Cash and cash equivalents -Cash on hand / imprest with employees -Cheques, drafts on hand Balances with bank - On current accounts - Other bank balance 2.9 Current fnancial asset- other fnancial assets		0.10 - 0.10 0.18 0.53 0.71 0.81	0.01 - 0.01 0.02 0.14 0.15 0.17 (`in Crore)
Particulars		As at 30 September 2018	As at 31 March 2018
		Unaudited	Audited
Advance to Employees 2.10 Other current assets		0.59 0.59	0.61 0.61 (`in Crore)
Particulars		As at 30 September 2018	As at 31 March 2018
		Unaudited	Audited
Preapaid expenses Balances with government authorities Advances to suppliers Rent in Advance		0.25 0.78 0.13 - 1.16	0.30 0.65 0.09 1.81 2.85

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Minda Management Services Limited

Notes to the financial statements for the period ended 30 September 2018

2.11 Equity share capital			(`in Crore)
Particulars		As at 30 September 2018	As at 31 March 2018
		Unaudited	Audited
2.11.1 Authorised 60,00,000 equity shares of10 each<br>**2.11.2 Issued, subscribed and fully paid up**<br>**Equity shares of**10 each fully paid up 55,00,000 equity shares of`10 each		6.00 6.00 5.50 5.50	6.00 6.00 5.50 5.50

2.11.3 Reconciliation of share capital outstanding as at the beginning and at the end of the year

• a) Equity shares of ` 10 each

Equity shares of`10 each
		As at 30 September 2018		31	As at March 2018
		Number of shares	Rs. in Crore	Number of shares	Rs. in Crore
Balance as at the beginning of the year Add: Shares issued during the year Balance as at the end of the year		5,500,000 - 5,500,000	5.50 - 5.50	5,500,000 - 5,500,000	5.50 - 5.50

2.11.4 Details of shareholder holding more than 5% shares as at year end

• a) Equity shares of ` 10 each fully paid up

Name of shareholder		As at 30 September 2018	As at 30 September 2018	As at 31 March 2018	As at 31 March 2018
		% of holdings	No. of shares held	% of holdings	No. of shares held
Minda Corporation Limited and its nominee		100 100	5,500,000 5,500,000	100 100	5,500,000 5,500,000

2.11.5 The Comapany has only one class of equity shares having a par value of ` 10 per share. Each holder of equity is entitled to one vote per share.

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Minda Management Services Limited

Notes to the financial statements for the period ended 30 September 2018

2.12 Other equity					(`in Crore)
Particulars		As at 30 September 2018			As at 31 March 2018
		Unaudited			Audited
2.12.1 Retained earnings Opening balance Add:- Net proft for the year Closing balance 2.12.2 Employee stock compenstation outstanding Account Opening balance Add: Employee stock compensation expense Closing Balance 2.12.3 Other compehensive income-Remeasurement of net defned beneft plans, net Opening balance Add / (less) : Remeasurement of defne beneft obligation Closing balance 2.13 Non Current Borrowings		5.99 2.89 8.88 0.62 0.27 0.89 0.22 0.05 0.27 10.04			4.90 1.09 5.99 - 0.62 0.62 0.12 0.10 0.22 6.83 (`in Crore)
Particulars		As at 30 September 2018			As at 31 March 2018
			Unaudited		Audited
Secured loan Term loans Kotak Mahindra Prime Limited Less : Current maturities of non-current borrowings 2.14 Non-currentprovision			2.38 (1.20) 1.18		3.19 (1.68) 1.51 (`in Crore)
Particulars			As at 30 September 2018		As at 31 March 2018
			Unaudited		Audited
Provision for employee benefts Gratuity Leave encashment			1.28 0.97		1.42 0.91 2.33
			2.25

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Minda Management Services Limited

Notes to the financial statements for the period ended 30 September 2018

2.15 Short terms borrowings		(`in Crore)
Particulars	As at	As at
	30 September 2018	31 March 2018
	Unaudited	Audited
2.15.1 Secured
Cash credit and working capital demand loan
from Kotak Mahindra Bank Limited	0.11	5.00
	0.11	5.00

Notes :

1 Overdraft from Kotak Mahindra Bank Limited is secured by hypothecation on the entire current assets of the Company both present and future. It is further guaranteed by Minda Corporation Limited, Holding Company.

2.16 Current fnancial liabilities-Tradepayables		(`in Crore)
Particulars	As at 30 September 2018	As at 31 March 2018
	Unaudited	Audited
Trade payables To related party -Minda Furukawa Electric Private Limied To others	0.44 2.13 2.57	0.45 1.63 2.09

The Ministry of Micro and Small Enterprises has issued an Office Memorandum dated 26th August, 2008 which recommends that the Micro and the Small Enterprises should mention in their correspondence with its customers the Entrepreneurs’ Memorandum Number as allocated after filing of the Memorandum. Based on the information available with the management, there are no overdue outstanding to Micro and Small Enterprises as defined in Micro, Small and Medium Enterprises Development Act, 2006. Further the company has not received any claim for interest from any supplier under the said Act.

2.17 Other fnancial liabilities			(`in Crore)
Particulars		As at 30 September 2018	As at 31 March 2018
		Unaudited	Audited
Current maturities of long-term borrowings -Vehicle loan Interest accrued Other payables -Salary Payable -Other expenses		1.20 0.05 0.86 0.34 2.45	1.68 0.06 2.47 0.37 4.58

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Minda Management Services Limited

Notes to the financial statements for the period ended 30 September 2018

2.18 Other current liabilities		(`in Crore)
Particulars	As at 30 September 2018	As at 31 March 2018
	Unaudited	Audited
Statutory dues -Goods and Services Tax -Tax deducted at source -Provident and other fund 2.19 Currentprovision	0.85 0.35 0.23 1.43	0.54 0.44 0.23 1.21 (`in Crore)
Particulars	As at 30 September 2018	As at 31 March 2018
	Unaudited	Audited
Provision for employee benefts Gratuity Leave encashment 2.20 Revenue from operations	0.03 0.05 0.08	0.03 0.05 0.08 (`in Crore)
Particulars	For the period ended 30 September 2018	For the year ended 31 March 2018
	Unaudited	Audited
Management Fees Other Operating Income Revenue from operations 2.21 Other income	20.33 0.35 20.68	36.07 0.22 36.29 (`in Crore)
Particulars	For the period ended 30 September 2018	For the year ended 31 March 2018
	Unaudited	Audited
Exchange Fluctuation gain (Net) Interest Income from Bank Income Tax refund Provision written back	0.38 - 0.18 0.50 1.06	0.24 0.00 0.48 - 0.72

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Minda Management Services Limited Notes to the financial statements for the period ended 30 September 2018

2.22 Employees benefts expenses		(`in Crore)
Particulars	For the period ended 30 September 2018	For the year ended 31 March 2018
	Unaudited	Audited
Salaries, wages and allowances Contribution to provident and other fund Social security taxes Leave encashment Gratuity Staff welfare expenses Employees Stock Compensation Expenses 2.23 Finance Cost	7.67 0.61 0.03 0.22 0.32 0.19 0.27 9.31	16.08 1.10 0.07 0.24 0.67 0.46 0.62 19.24 (`in Crore)
Particulars	For the period ended 30 September 2018	For the year ended 31 March 2018
	Unaudited	Audited
Interest expense - banks - others 2.24 Other Expenses	0.14 0.13 0.27	0.59 0.19 0.78 (`in Crore)
Particulars	For the period ended 30 September 2018	For the year ended 31 March 2018
	Unaudited	Audited
Lease Rent Rent Rates and Taxes Fee and Subscription Bank charges Electricity Expenses Insurance Books and Periodicals Communication Expenses Printing and Stationery Travelling and Conveyance - as auditors - for tax audit -for limited review - for other services Legal and consultancy charges Miscellaneous Expenses Computer expenses Corporate Publicity Recruitment charges Conference and Seminar Repairs -Others Entertainment Guest House expenses Loss on sale of fxed assets / write off	- 0.30 - 0.05 0.01 0.32 0.12 0.00 0.38 0.02 2.55 0.01 - 0.02 0.01 1.82 0.36 0.01 0.44 0.10 0.09 0.45 0.03 0.22 0.00 7.31	0.48 0.57 0.07 0.10 0.02 0.48 0.25 0.01 0.62 0.03 4.43 0.05 0.01 0.02 0.00 3.56 1.02 0.05 0.48 0.18 0.18 0.76 0.07 0.45 0.01 13.90

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ANNEXURE - E2

SUPPLEMENTARY UNAUDITED ACCOUNTING STATEMENT OF MINDA SAI LIMITED (“TRANSFEROR COMPANY NO. 2”) AS ON 30[TH ] SEPTEMBER, 2018 CONDENSED BALANCE SHEET AS AT 30 SEPTEMBER 2018

		`in Crores
Particulars Note	As at 30 September 2018 (Unaudited)	As at 31 March 2018 (Audited)
A ASSETS (1) Non-current assets (a) Property, plant and equipment 4 (b) Capital work-in-progress (c) Other intangible assets 5 (d) Intangible assets under development (e) Financial assets (i) Investments 6 (ii) Loans 7A (iii) Other fnancial assets 8A (f) Income tax assets 9 (g) Other non-current assets 10A Total non-current assets (2) Current assets (a) Inventories 11 (b) Financial assets (i) Loans 7B (ii) Trade receivables 12 (iii) Cash and cash equivalents 13 (iv) Bank balances other than (iii) above 14 (v) Other fnancial assets 8B (c) Other current assets 10B Total current assets Total assets B EQUITY AND LIABILITIES (1) Equity (a) Equity share capital 15 (b) Other equity 16 Total equity Liabilities (2) Non-current liabilities (a) Financial Liabilities (i) Borrowings 17A (b) Deferred Tax Liablities (Net) 18 (c) Provisions 19A (d) Other non-current liabilities 20A Total non-current liabilities (3) Current liabilities (a) Financial liabilities (i) Borrowings 17B (ii) Trade payables 21 (iii) Other fnancial liabilities 22 (b) Other Current Liablities 20B (c) Provisions 19B (d) Current tax liabilities 23 Total current liabilities Total equity and liabilities Signifcant Accounting Policies 1-3 The notes referred to above form an integral part of the fnancial statements	111.40 111.39 6.82 1.21 3.38 3.12 129.40 129.34 2.74 2.64 0.05 0.05 0.24 0.24 5.34 1.40 259.37 249.39 116.47 96.37 2.74 1.39 211.26 205.25 0.38 0.10 0.32 0.32 2.48 7.70 6.80 8.64 340.45 319.77 599.82 569.16 70.77 70.77 203.92 184.42 274.69 255.19 24.85 10.62 3.50 4.37 6.54 5.74 0.66 0.80 35.55 21.53 86.73 104.77 171.55 157.95 15.07 23.45 6.11 3.14 0.37 0.25 9.75 2.88 289.58 292.44 599.82 569.16 ForMinda SAI Limited

Sd/-

Arun Wadhwa Chief Financial Officer

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MINDA SAI LIMITED

STATEMENT OF PROFIT AND LOSS FOR THE PERIOD ENDED 30 SEPTEMBER 2018

		`in Crores
Particulars Note	For the six months period ended 30 September 2018	For the year ended 31 March 2018
INCOME I Revenue from operations 24 II Other income 25 III Total income (I + II) IV EXPENSES Cost of materials consumed 26 Changes in inventories of fnished goods, stock-in-trade and work-in-progress 27 Excise duty on sales Employee benefts expenses 28 Finance costs 29 Depreciation and amortisation expense 4&5 Other expenses 30 Total expenses V Proft before tax (III-IV) VI Current tax Deferred tax charge / (credit) VII Proft for the year VIII Other comprehensive income a. Remeasurement of defned beneft liabilities b. Income tax relating to items that will not be reclassifed to proft or loss Other comprehensive income for the period / year, net of tax (a+b) IX Total comprehensive income for the period / year (VII+VIII) X Earnings per equity share of Rs. 100 per share Earning per share (Basic in)<br>Earning per share (Diluted in) Signifcant Accounting Policies 1-3 The notes referred to above form an integral part of the fnancial statements	521.04 8.15 529.19 352.72 (13.71) - 74.92 3.80 10.76 52.13 480.62 48.57 15.15 (0.92) 34.34 0.09 0.09 34.43 48.65 48.65	872.16 7.22 879.38 559.51 (6.36) 24.49 123.19 8.33 18.03 88.89 816.08 63.30 20.22 1.74 41.34 0.03 0.03 41.37 58.44 58.44 ForMinda SAI Limited Sd/- Arun Wadhwa Chief Financial Offcer

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MINDA SAI LIMITED

STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED 30 SEPTEMBER 2018

|A.|Equity share capital
(**in Crores)**|**Equity share capital**<br>**(**in Crores)|
|---|---|---|
||Particulars|Amount|
||Balance as at 31 March 2017(Audited)|70.77|
||Changes in equityshare capital duringtheyear||
||Balance as at 31 March 2018(Audited)|70.77|
||Changes in equityshare capital duringtheperiod||
||Balance as at September 30, 2018|70.77|

|B.|Other equity|(**in Crores)**|**(**in Crores)|(**in Crores)**|**(**in Crores)|(`in Crores)|
|---|---|---|---|---|---|---|
||Particulars|Reserves and surplus|||Items of other
comprehensive
income|Total|
|||Capital
Reserve|Securities
premium
reserves|Retained
Earnings|Remeasurement
of Defned beneft
Obligations||
||Balance as at 1st April 2018(Audited)|1.90|6.61|176.26|(0.35)|184.42|
||Proft for theyear|-|-|34.34|-|34.34|
||Other comprehensive income/(loss)|-|-|-|0.09|0.09|
|||||||-|
||Total comprehensive income/(loss)|-|-|34.34|0.09|34.43|
||Amount transferred to Employee stock optionplan duringtheperiod|0.21|-|-|-|0.21|
||Dividendpaid(includingdividend tax)|-|-|(15.14)|-|(15.14)|
||Balance as at 30 September 2018|2.11|6.61|195.46|(0.26)|203.92|

The accompanying notes from 1 to 30 form an integral part of the financial statements

For Minda SAI Limited

Sd/Arun Wadhwa Chief Financial Officer

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MINDA SAI LIMITED

CONDENSED CASH FLOW STATEMENT FOR THE PERIOD ENDED 30 SEPTEMBER 2018

		`in Crores
Particulars	For the Six months period ended 30 September 2018	For the year ended 31 March 2018
A Net cash from operating activities B Net cash from / (used in) investing activities C Net cash used in fnancing activities Net increase in cash and cash equivalents (A+B+C) Cash and cash equivalents at the beginning of the period/ year Cash and cash equivalents at the end of the period/ year	46.40 (16.68) (29.43) 0.29 0.10 0.39	35.04 (34.43) (0.75) (0.14) 0.24 0.10

The accompanying notes from 1 to 30 form an integral part of the financial statements

Notes to cash Flow Statement :

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” specified under section 133 of the Companies Act, 2013, read with rule 7 of Companies (Accounts) Rules, 2014.

• 2 Cash & cash equivalent consists of cash in hand and balance with banks. Refer Note 13.

For Minda SAI Limited

Sd/Arun Wadhwa Chief Financial Officer

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MINDA SAI LIMITED

NOTES FORMING PART OF THE FINANCIAL INFORMATION

1. Corporate information

Minda SAI Limited (the ‘Company’) is domiciled in India, with its registered office situated at A-15, Phase -1 Ashok Vihar, Delhi - 110052. The Company is primarily involved in manufacturing of Automobile Components and Parts thereof.

2. Basis of preparation

The condensed Balance sheet as at 30 September 2018, the condensed Statement of Profit and Loss, the condensed Cash flow statement, the condensed Statement of Changes in Equity for the 6 months period ended 30 September 2018 and other explanatory notes (“financial information”) represents the standalone financial information of the Company which have been prepared in accordance with Generally

Accepted Accounting Principles in India, including the Indian accounting standard (Ind AS) prescribed under section 133 of the act.

The Company management had previously issued its audited financial statements for the year ended 31 March 2018 (Annual financial statements’) on 21 May 2018 that were prepared in accordance with the Indian Accounting Standards (Ind AS) as per the Companies (Indian

Accounting Standards) Rules, 2015 notified under section 133 of the Companies Act, 2013, (the ‘Act’), Companies (Indian Accounting Standards) (Amendment) Rules, 2016 as amended & other relevant provisions of the Act (‘financial statements’). Information as at 30 September 2018 and for the period then ended, is proposed to be sent to the National Company Law Tribunal (NCLT), creditors, shareholders and other statutory authorities, in accordance with the requirements of the Companies Act 2013.

The financial results of the Company for the six months period ended 30 September 2018 were reviewed by statutory auditors of the company and an unqualified Limited Review Report was given thereupon.

These compiled information are not a complete set of financial statements prepared as per the requirements of the companies Act 2013 or the requirements of the Ind AS 34”Interim Financial Reporting.

3. Significant accounting policies, accounting estimates, assumptions and judgements

The accounting policies, accounting estimates, assumptions and judgements adopted in the compilation of these financial information are consistent with those followed in the preparation of the Company’s latest Annual financial statements.

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Net block	Balance as at 30 September 2018		0.33	0.33	3.39	1.80	19.19	19.63	77.34	77.69	1.99	2.22	2.27	2.20	1.19	1.19	2.73	3.03	2.75	3.08		0.22	0.22	111.40	111.39		3.38	3.12	3.38	3.12
ACCUMULATED DEPRECIATION/ AMORTISATION	Balance as at 30 September 2018		-	-	0.12	0.10	2.45	1.90	33.17	24.33	1.15	0.90	1.30	0.98	1.24	1.01	0.72	0.46	2.05	1.64		0.08	0.08	42.27	31.40		0.75	0.93	0.75	0.93
	Deductions		-	-	-	-	-	-	0.01	0.37	-	-	0.00	-	0.01	-	0.04	0.03	-	-		-	-	0.06	0.40		0.53	-	0.53	-
	Depreciation / amortisation expense		-	-	0.03	0.05	0.55	0.92	8.32	13.78	0.25	0.47	0.32	0.51	0.24	0.52	0.30	0.43	0.41	0.83		-	0.04	10.41	17.55		0.35	0.48	0.35	0.48
	Balance as at 1 April 2018		-	-	0.09	0.05	1.90	0.98	24.86	10.92	0.90	0.43	0.98	0.47	1.01	0.49	0.46	0.06	1.64	0.81		0.08	0.04	31.92	14.25		0.93	0.45	0.93	0.45
GROSS BLOCK	Balance as at 30 September 2018		0.33	0.33	3.51	1.90	21.64	21.53	110.50	102.02	3.14	3.12	3.57	3.18	2.42	2.20	3.45	3.49	4.81	4.73		0.30	0.30	153.67	142.79		4.13	4.05	4.13	4.05
	Deductions		-	-	-	-	-	-	0.01	0.61	-	-	0.00	-	-	-	0.26	0.21	-	-		-	-	0.27	0.83		0.02	-	0.02	-
	Additions		-	-	1.61	-	0.11	0.10	8.49	24.59	0.02	0.33	0.39	0.50	0.22	0.52	0.22	3.40	0.09	0.06		-	-	11.15	29.50		0.10	2.38	0.10	2.38
	Balance as at 1 April 2018		0.33	0.33	1.90	1.90	21.53	21.43	102.02	78.04	3.12	2.79	3.18	2.68	2.20	1.68	3.49	0.30	4.72	4.67		0.30	0.30	142.79	114.12		4.05	1.67	4.05	1.67
	FIXED ASSETS	TANGIBLE FIXED ASSETS	LAND (FREEHOLD)		LAND (LEASEHOLD)		BUILDING		PLANT AND MACHINERY		FURNITURE AND FIXTURES		OFFICE EQUIPMENT		COMPUTER HARWARE		VEHICLES		LEASEHOLD IMPROVEMENTS		ASSETS UNDER FINANCE LEASE	PLANT AND MACHINERY		TOTAL		INTANGIBLE ASSETS	COMPUTER SOFTWARE		TOTAL
	Note	4	(a)		(b)		(c)		(d)		(e)		(f)		(g)		(h)		(i)		(j)					5

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MINDA SAI LIMITED NOTES FORMING PART OF THE FINANCIAL INFORMATION

Note 6. Investments

Note 6. Investments				`in Crores
Particulars No of shares		As at 30 September 2018 No of shares		As at 31 March 2018
A. Non-current investments a. Investment (at cost) i. In subsidiaries - fully paid equity shares(Unquoted) equity shares of USD 1 each fully paid up in Almighty International Pte Ltd. 2,834,938 equity shares of Rs. 10 each fully paid up in Minda Telematics and Electric Mobility Solutions Private Limited (formerly known as EI Labs Private Limited) 726,882 ii. In Joint Venture - fully paid equity shares(Unquoted) equity shares of Rs. 10 each fully paid up in Minda Stoneridge Instruments Limited 6,069,000 iii. In Preference shares(Unquoted) 0.001% Cumulative Redeemable preference shares of Rs.100 each in Minda Capital Private Limited 520,000 Total Note 7. Loans		56.00 2,834,938 7.01 726,882 65.10 6,069,000 1.29 520,000 129.40		56.00 7.01 65.10 1.23 129.34 `in Crores
Particulars		As at 30 September 2018	As at 31 March 2018
A. Non-current Loan to related parties (i) Unsecured, considered good Security deposits to related parties (i) Unsecured, considered good Security deposits (i) Unsecured, considered good B. Current Loans and advances to related parties Security deposits Total (A + B) Note 8. Other fnancial assets		- 1.63 1.11 2.74 2.13 0.61 2.74 5.48	- 1.63 1.01 2.64 0.79 0.60 1.39 4.03 `in Crores
Particulars		As at 30 September 2018	As at 31 March 2018
A. Non-current Advances to employees B. Current Interest receivable Advances to employees Receivable from related party Unbilled revenue Others Total (A + B)		0.05 0.05 0.03 0.62 1.39 0.43 0.01 2.48 2.53	0.05 0.05 0.02 0.44 4.04 3.03 0.17 7.70 7.75

(53)

MINDA SAI LIMITED NOTES FORMING PART OF THE FINANCIAL INFORMATION

Note 9. Income-tax assets		`in Crores
Particulars	As at 30 September 2018	As at 31 March 2018
Advance income tax [net of provision of Rs. 64.38 Cr (March 31, 2018: Rs. 64.38 Cr )] Total Note 10. Other assets	0.24 0.24	0.24 0.24 `in Crores
Particulars	As at 30 September 2018	As at 31 March 2018
A.Non-current Capital advances Deferred premium on forward cover Prepaid expenses Total (A) B.Current Balances with government authorities Prepaid expenses Advances to suppliers Other recoverable Total (B) Total (A + B) Note 11. Inventories	3.82 1.48 0.04 5.34 1.05 1.32 4.43 0.00 6.80 12.14	1.38 0.00 0.02 1.40 3.68 1.83 3.12 0.01 8.64 10.04 `in Crores
Particulars	As at 30 September 2018	As at 31 March 2018
Raw materials (including packing materials) Add: Materials-in-transit Work-in-progress Finished goods Add: Goods-in-transit Stores and spares Total	70.56 4.36 74.92 21.42 13.72 5.45 19.17 0.96 116.47	64.99 3.82 68.81 15.09 7.26 4.59 11.85 0.62 96.37

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MINDA SAI LIMITED NOTES FORMING PART OF THE FINANCIAL INFORMATION

Note 12.Trade receivables		`in Crores
Particulars	As at 30 September 2018	As at 31 March 2018
Unsecured - Considered good - Considered doubtful Receivables from related parties Less: Provision for expected credit loss Total	195.97 0.24 15.29 (0.24) 211.26	190.85 0.24 14.40 (0.24) 205.25

Note 13. Cash and cash equivalents

Note 13. Cash and cash equivalents		`in Crores
Particulars	As at 30 September 2018	As at 31 March 2018
Cash on hand -On current accounts Note 14. Other bank balances	0.15 0.23 0.38	0.08 0.02 0.10 `in Crores
Particulars	As at 30 September 2018	As at 31 March 2018
Balance with bank Fixed deposits held as margin money Note 15. Equity share capital	0.32 0.32	0.32 0.32 `in Crores
Particulars	As at 30 September 2018	As at 31 March 2018
(a) Authorised 7,200,000 (March 31, 2017: 7,200,000, April 1, 2016: 7,200,000) equity shares of Rs.100 each (b) Issued, subscribed and paid up capital a) Equity shares of Rs. 100 each (previous year Rs. 100 each) 7,077,108 (March 31, 2017: 7,077,108, April 1, 2016: 7,077,108) equity shares of Rs.100 each	72.00 70.77	72.00 70.77

(55)

MINDA SAI LIMITED NOTES FORMING PART OF THE FINANCIAL INFORMATION

Note 16. Other equity

Note 16. Other equity		`in Crores
Particulars	As at 30 September 2018	As at 31 March 2018
(a) Capital redemption reserve (b) Securities premium reserve (c) Other Comprehensive Income - Remeasurement of Defned beneft Obligations (d) Retained earnings	2.11 6.61 (0.26) 195.46 203.92	1.90 6.61 (0.35) 176.26 184.42

Nature and purpose of other equity

Capital reserve

Accumulated Capital surplus not available for distribution of dividend and expected to remain invested permanently.

Securities premium reserve

The unutilised accumulated excess of issue price over face value on issue of share. This reserve is utilised in accordance with the provisions of the Act.

Remeasurements of defined benefit obligation

Remeasurements of defined benefit obligation comprises acturial gains and losses and returns on plan assets.

Note 17. Borrowings		`in Crores
Particulars	As at 30 September 2018	As at 31 March 2018
A. Non-current (a) Secured Term loans from banks Term Loan from other than banks (b) Unsecured Deferred sales tax loan Total (A) B. Current Secured Cash credit and working capital demand loan from bank Unsecured Loan repayable on Demand from other than bank Loan repayable on demand from banks Total (B)	23.95 0.21 0.69 24.85 25.79 19.55 41.39 86.73	9.06 0.12 1.44 10.62 31.98 19.80 52.99 104.77

(56)

MINDA SAI LIMITED NOTES FORMING PART OF THE FINANCIAL INFORMATION

Note 18. Deferred Tax Liablities(Net)		`in Crores
Particulars	As at 30 September 2018	As at 31 March 2018
Deferred tax assets -Provision for employee benefts -Provision for doubtful recoverables -Expenses disallowable under section 43B Deferred tax liabilities -Excess of tax depreciation over book depreciation -Other - as per Ind-AS adjustment Total Note 19. Provisions	1.58 0.13 0.24 1.95 6.40 (0.95) 5.45 3.50	1.58 0.13 0.24 1.95 6.40 (0.08) 6.32 4.37 `in Crores
Particulars	As at 30 September 2018	As at 31 March 2018
A. Non-current Provision for employee benefts -Gratuity -Compensated absence Total (A) B. Current Provision for employee benefts - Gratuity - Compensated absence Total (B) Note 20. Other liabilities	4.08 2.46 6.54 0.20 0.17 0.37	3.57 2.17 5.74 0.13 0.12 0.25 `in Crores
Particulars	As at 30 September 2018	As at 31 March 2018
A. Non-current Forward cover payable Deffered revenue Other non- current liability Total (A) B. Current - Statutory dues payable - Advances from customers - Forward cover payable - Deffered Revenue - Other current liability Total (B)	0.58 0.08 0.66 3.34 2.24 0.27 0.25 0.01 6.11	0.72 0.08 0.80 2.46 0.41 - 0.26 0.01 3.14

(57)

MINDA SAI LIMITED NOTES FORMING PART OF THE FINANCIAL INFORMATION

Note 21. Tradepayables		`in Crores
Particulars	As at 30 September 2018	As at 31 March 2018
Total outstanding dues of micro enterprises and small enterprises Total outstanding dues of creditors other than micro enterprises and small enterprises Trade payables to related parties Total	3.28 164.94 3.33 171.55	3.50 148.65 5.80 157.95

Note 22. Other financial liabilities

Note 22. Other fnancial liabilities		`in Crores
Particulars	As at 30 September 2018	As at 31 March 2018
A Current Current maturities of: - term loans - vehicle loan - Deffered Payment Liabilities Interest accrued but not due on borrowings Salaries, wages and bonus payable Creditors for capital items Other Payables Total Note 23. Current tax liabilities	4.69 0.07 0.81 0.04 5.37 3.90 0.19 15.07	11.99 0.04 0.95 0.05 4.68 5.48 0.26 23.45 `in Crores
Particulars	As at 30 September 2018	As at 31 March 2018
Provision for taxation [net of advance tax and tax deducted at source of Rs. 7.67 Cr (March 31, 2018: Rs. 17.93 Cr.)] Total Note 24. Revenue from operations	9.75 9.75	2.88 2.88 `in Crores
Particulars	For the six months period ended 30 September 2018	For the year ended 31 March 2018
Sale of products -Manufactured goods Other operating revenues -Royalty -Technical know-how and service income -Job work income -Sale of scrap - Others Other operating revenues Revenue from operations	513.03 4.53 2.31 - 1.07 0.10 8.01 521.04	857.47 6.30 - 5.30 2.10 0.99 14.69 872.16

Note 24. Revenue from operations

(58)

MINDA SAI LIMITED

NOTES FORMING PART OF THE FINANCIAL INFORMATION

Note 25. Other income		`in Crores
Particulars	For the six months period ended 30 September 2018	For the year ended 31 March 2018
Interest income : -on fxed deposits 0.01 Provisions/liabilities no longer required, written back - Dividend Income 7.92 Miscellaneous income 0.22 8.15 Note 26. Raw materials consumed(includespacking material and components)		0.03 2.76 3.76 0.67 7.22 `in Crores
Particulars	For the six months period ended 30 September 2018	For the year ended 31 March 2018
Opening stock 68.81 Add: Purchases during the year 359.72 428.53 Less: Closing stock 75.81 352.72 Note 27. Changes in inventories of Finished Goods, Stock in Trade and Work in Progress		48.72 579.60 628.32 68.81 559.51 `in Crores
Particulars	For the six months period ended 30 September 2018	For the year ended 31 March 2018
Finished goods and stock in trade Opening stock Less: Closing stock Work in progress Opening stock Less: Closing stock (Increase) / Decrease in inventories Note 28. Employee benefts	11.85 19.23 (7.38) 15.09 21.42 (6.33) (13.71)	9.79 11.85 (2.06) 10.79 15.09 (4.30) (6.36) `in Crores
Particulars	For the six months period ended 30 September 2018	For the year ended 31 March 2018
Salaries and wages Contribution to - Provident fund and other funds Employees Stock Compensation Expense Staff welfare Total	68.69 1.94 0.22 4.07 74.92	111.06 3.45 0.43 8.25 123.19

(59)

MINDA SAI LIMITED

NOTES FORMING PART OF THE FINANCIAL INFORMATION

Note 29. Finance Costs

Note 29. Finance Costs		`in Crores
Particulars	For the six months period ended 30 September 2018	For the year ended 31 March 2018
Interest expense : on borrowings from banks Other borrowing costs Total	3.24 0.56 3.80	6.79 1.54 8.33

Note 30. Other expenses

Note 30. Other expenses		`in Crores
Particulars	For the six months period ended 30 September 2018	For the year ended 31 March 2018
Jobwork charges Consumption of stores and spare parts Power and fuel Rent Repairs- buildings Repairs- plant and machinery Repairs others Printing and stationary Travelling and conveyance Legal and professional Communication Management fees Insurance Rates and taxes, excluding taxes on income Loss on sale/discard of fxed assets (net) Advertisement and business promotion Freight and forwarding Bank charges Corporate social responsibility Miscellaneous Total	12.21 1.74 4.09 4.88 0.60 1.99 2.13 0.49 7.64 1.24 0.67 5.32 0.40 0.21 0.09 0.25 4.47 0.34 0.49 2.88 52.13	19.62 3.55 6.53 9.07 1.18 3.82 3.26 0.70 12.75 3.15 1.21 8.50 0.81 0.58 0.30 0.61 8.40 0.48 0.79 3.58 88.89

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ANNEXURE - E3

SUPPLEMENTARY UNAUDITED ACCOUNTING STATEMENT OF MINDA AUTOMOTIVE SOLUTIONS LIMITED (“TRANSFEROR COMPANY NO. 3”) AS ON 30[TH ] SEPTEMBER, 2018 CONDENSED BALANCE SHEET AS AT 30 SEPTEMBER 2018

( ` In Crore)

		(`In Crore)
Note	As at 30 September 2018	As at 31 March 2018
ASSETS Non-current assets Property, plant and equipment 2 Intangible assets 3 Financial assets i. Loans 4 ii. Other fnancial assets 5 Income tax assets (net) 6 Deferred tax assets (net) 7 Total non-current assets Current assets Inventories 8 Financial assets i. Trade receivables 9 ii. Cash and cash equivalents 10 iii. Loans 11 iv. Other fnancial assets 12 Other current assets 13 Total current assets Total assets EQUITY AND LIABILITIES Equity Equity share capital 14 Other equity 15 Total equity LIABILITIES Non-current liabilities Provisions 16 Other non-current liabilities 17 Total Non- current liabilities Current liabilities Financial liabilities i. Trade payables 18 ii. Other fnancial liabilities 19 Other current liabilities 20 Provisions 21 Current tax liabilities (net) 22 Total current liabilities Total equity and liabilities Signifcant accounting policies 1	2.02 0.49 0.27 0.10 1.16 1.05 5.10 51.61 31.26 3.00 0.75 0.21 2.88 89.71 94.81 0.28 12.10 12.38 1.55 2.64 4.19 76.14 0.88 0.66 0.54 - 78.22 94.81	2.02 0.58 0.17 0.10 0.33 1.08 4.29 32.43 39.56 5.81 2.25 0.02 1.38 81.45 85.74 0.28 15.06 15.34 1.63 2.69 4.32 62.45 1.06 1.75 0.55 0.26 66.08 85.74

The notes referred to above form an integral part of the financial statements

For Minda Automotive Solutions Limted

Sd/Jitendra Kumar Gupta Chief Financial Officer

(61)

Minda Automotive Solutions Limited Condensed Statement of Profit and Loss for the period ended 30 September 2018

Note	For the period ended 30 September 2018
Revenue Revenue from operations 23 Other Income 24 Total Revenue Expenses Purchase of stock in trade 25 Changes in inventories of fnished goods, stock-in-trade and work-in-progress 26 Employee beneft expense 27 Finance costs 28 Depreciation and amortisation expense 29 Other expenses 30 Total expenses Proft before tax Tax expense - Current tax - Taxes for earlier years - Deferred tax credit Proft for the year Other comprehensive income Item that will not be reclassifed subsequent to proft & loss Remeasurement loss of defned beneft obligation. Income tax relating to items that will not be reclassifed to proft and loss Other comprehensive income for the year Total comprehensive income for the year Basic and diluted earnings per equity share [nominal value of share**10**<br>**(previous year**10)] Signifcant accounting policies 1 The notes referred to above form an integral part of the fnancial information

Sd/Jitendra Kumar Gupta Chief Financial Officer

(62)

Minda Automotive Solutions Limited

Condensed Statement of Changes in Equity for the Period ended 30 September 2018

|A.|Equity share capital
(**In Crore)**|**Equity share capital**<br>**(**In Crore)|
|---|---|---|
||Particulars|Amount|
||Balance as at 31 March 2018|0.28|
||Changes in equity share capital during the period ended 30 September 2018|-|
||Balance as at 30 September 2018|0.28|

B. Other equity

Other equity
Particulars	Other equity			Items of Other Comprehensive Income	Total
	Capital reserve	General reserve	Retained earnings	Remeasurement of defned beneft obligations
As at 1 April 2018	0.14	1.30	13.99	(0.37)	15.06
Proft for the year	-	-	0.77	-	0.77
Other comprehensive income (net of tax)	-	-		(0.11)	(0.11)
Total comprehensive income for the year	-	-	0.77	(0.11)	0.66
Dividend and dividend distribution tax paid	-	-	(3.62)	-	(3.62)
Balance as at 30 September 2018	0.14	1.30	11.15	(0.48)	12.10

For Minda Automotive Solutions Limted

Sd/Jitendra Kumar Gupta Chief Financial Officer

(63)

Minda Automotive Solutions Limited Condensed Cash flow Statement for the period ended 30 September 2018

		(`In Crore)
Particulars	For the period ended 30 September 2018	For the year ended 31 March 2018
Net cash generated from operating activities (A) Net cash generated / (used in) investing activities (B) Net cash (used in) fnancing activities (C) Net decrease in cash and cash equivalents (A + B + C) Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year	1.19 (0.28) (3.72) (2.81) 5.81 3.00	2.51 (1.16) (3.18) (1.83) 7.64 5.81

For Minda Automotive Solutions Limted

Sd/Jitendra Kumar Gupta Chief Financial Officer

(64)

Minda Automotive Solutions Limited Notes forming part of the fnancial information

1(a). Corporate information

Minda Automotive Solutions Limited (the ‘Company’) was incorporated on 27 May 1985 and is domiciled in India, with its registered office situated at A-15, Phase -1 Ashok Vihar, Delhi - 110052. The Company is primarily involved in trading of Automobile Components and Parts thereof.

1(b). Significant accounting policies, accounting estimates, assumptions and judgements

The accounting policies, accounting estimates, assumptions and judgements adopted in the compilation of these financial information are consistent with those followed in the preparation of the Company’s latest Annual financial statements.

1(c). Basis of preparation

The condensed Balance sheet as at 30 September 2018, the condensed Statement of Profit and Loss, the condensed Cash flow statement, the condensed Statement of Changes in Equity for the 6 months period ended 30 September 2018 and other explanatory notes (“financial information”) represents the standalone financial information of the Company which have been prepared in accordance with Generally Accepted Accounting Principles in India, including the Indian accounting standard (Ind AS) prescribed under section 133 of the act.

The Company management had previously issued its audited financial statements for the year ended 31 March 2018 (‘Annual financial statements’) on 21 May 2018 that were prepared in accordance with the Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under section 133 of the Companies Act, 2013, (the ‘Act’), Companies (Indian Accounting Standards) (Amendment) Rules, 2016 as amended & other relevant provisions of the Act (‘financial statements’). Information as at 30 September 2018 and for the period then ended, is proposed to be sent to the National Company Law Tribunal (NCLT), creditors, shareholders and other statutory authorities, in accordance with the requirements of the Companies Act 2013.

The financial results of the Company for the six months period ended 30 September 2018 were reviewed by statutory auditors of the company and an unqualified Limited Review Report was given thereupon.

These compiled information are not a complete set of financial statements prepared as per the requirements of the companies Act 2013 or the requirements of the Ind AS 34”Interim Financial Reporting.

(65)

2 Property, Plant and Equipment

Minda Automotive Solutions Limited

Notes to the financial information for the period ended 30 September 2018

( ` In Crore)

For the period ended 30 September 2018

For the period ended	30 September 2018	30 September 2018	30 September 2018	30 September 2018
Description	Gross Carrying Amount As at 1 April 2018 Additions Deletions/ adjuments As at 30 September 2018				Depreciation				Net Block
		Additions	Deletions/ adjuments	As at 30 September 2018	As at 1 April 2018	Charge for the period	Deletions/ adjuments	As at 30 September 2018	As at 30 September 2018	As at 1 April 2018
Computer	0.79	0.07	0.01	0.85	0.39	0.10	0.01	0.48	0.37	0.40
Furniture & Fittings	0.29	0.00	-	0.30	0.08	0.02	-	0.10	0.20	0.21
Vehicles	1.29	0.26	0.17	1.38	0.36	0.12	0.12	0.36	1.02	0.93
Offce Equipment	1.11	0.04	-	1.15	0.63	0.09	-	0.72	0.43	0.48
TOTAL	3.48	0.38	0.18	3.68	1.46	0.33	0.13	1.66	2.02	2.02

For the year ended 31 March 2018

Description	Gross Carrying Amount	Gross Carrying Amount	Gross Carrying Amount	Gross Carrying Amount	Depreciation	Depreciation	Depreciation	Depreciation	Net Block
	As at 1 April 2017	Additions	Deletions/ adjuments	As at 31 March 2018	As at 1 April 2017	Charge for the year	Deletions/ adjuments	As at 31 March 2018	As at 31 March 2018
Computer	0.67	0.14	0.02	0.79	0.20	0.20	0.01	0.39	0.40
Furniture & Fittings	0.30	0.00	0.01	0.29	0.04	0.04	0.00	0.08	0.21
Vehicles	0.38	1.09	0.18	1.29	0.18	0.20	0.02	0.36	0.93
Offce Equipment	0.94	0.17	0.00	1.11	0.32	0.31	0.00	0.63	0.48
TOTAL	2.29	1.40	0.21	3.48	0.74	0.75	0.03	1.46	2.02

3 Intangible Fixed Assets

For the period ended 30 September 2018

For the period ended	30 September 2018	30 September 2018	30 September 2018	30 September 2018
Description	Gross Carrying Amount				Amortisation				Net Block
	As at 1 April 2018	**Additions **	Deletions/ adjuments	As at 30 September 2018	As at 1 April 2018	Charge for the period	Dele- tions/ adju- ments	As at 30 Septem- ber 2018	As at 30 Septem- ber 2018	As at 1 April 2018
Software	1.05	0.04	-	1.09	0.47	0.14	-	0.61	0.49	0.58
TOTAL	1.05	0.04	-	1.09	0.47	0.14	-	0.61	0.49	0.58

For the year ended 31 March 2018

Description	Gross Carrying Amount	Gross Carrying Amount	Gross Carrying Amount	Gross Carrying Amount	Amortisation	Amortisation	Amortisation	Amortisation	Net Block
	As at 1 April 2017	Additions	Deletions/ adjustments	As at 31 March 2018	As at 1 April 2017	Charge for the year	Deletions/ adjustments	As at 31 March 2018	As at 31 March 2018
Software	0.74	0.31	-	1.05	0.21	0.26	-	0.47	0.58
TOTAL	0.74	0.31	-	1.05	0.21	0.26	-	0.47	0.58

(66)

Minda Automotive Solutions Limited

Notes to the financial information for the period ended 30 September 2018

4. Loans (Non- current)

( ` In Crore)

(unsecured, considered good unless otherwise stated)

	As at 30 September 2018	As at 31 March 2018
Security Deposits - Government authorities - Other	0.10 0.17 0.27	0.04 0.13 0.17

5. Other non current financial assets

( ` In Crore)

(unsecured, considered good unless otherwise stated)

	As at 30 September 2018	As at 31 March 2018
Deposits due to mature after 12 months from the reporting date Break-up of deposits pledged: Provided as security to sales tax Department 6. Income tax assets(net)	0.10 0.10 0.10	0.10 0.10 0.10 (`In Crore)
	As at 30 September 2018	As at 31 March 2018
Income tax [net of provision Rs. 27,629,857 (31 March 2017 Rs. 35,122,819) 7. Deferred tax assets(Net)	1.16 1.16	0.33 0.33 (`In Crore)
	As at 30 September 2018	As at 31 March 2018
Deferred tax assets - Property,plant and equipment - Provision for employee benefts - Provision for doubtful debts Deferred tax assets 8.Inventories (At Lower of cost and net realisable value)	0.33 0.70 0.02 1.05	0.30 0.73 0.06 1.08 (`In Crore)
	As at 30 September 2018	As at 31 March 2018
Stock-in-trade Stock-in-transit Packing Material 8.1Details of stock-in-trade	41.52 10.02 0.07 51.61	30.16 2.20 0.07 32.43 (`In Crore)
	As at 30 September 2018	As at 31 March 2018
Locks Wiring Harness Others	16.13 5.53 19.86 41.52	16.27 3.11 10.79 30.16

(67)

Minda Automotive Solutions Limited Notes to the financial information for the period ended 30 September 2018

9. Trade receivables

9. Trade receivables		(`In Crore)
	As at 30 September 2018	As at 31 March 2018
Unsecured - Considered good - Considered doubtful Receivables from related parties Less: Provision for expected credit loss 10. Cash and cash equipment	31.31 - - (0.05) 31.26	39.74 - - (0.18) 39.56 (`In Crore)
	As at 30 September 2018	As at 31 March 2018
Balances with bank -On current account - Deposits with original maturity of less than three months 11. Loans (Current) (unsecured, considered good unless otherwise stated)	0.74 2.26 3.00	3.96 1.85 5.81 (`In Crore)
	As at 30 September 2018	As at 31 March 2018
Loan to Minda Autoelektrik Limited*	0.75 0.75	2.25 2.25

*During the previous year,the company has given a loan at market rate of interest as advance against supplies which is receivable in 12 equal monthly installments starting from January, 2018.

12. Other current financial assets

12. Other current fnancial assets		(`In Crore)
	As at 30 September 2018	As at 31 March 2018
Interest accrued on fxed deposits Advance to employees 13. Other current assets	0.01 0.20 0.21	0.02 - 0.02 (`In Crore)
	As at 30 September 2018	As at 31 March 2018
Advance to suppliers Other advances -Prepaid expenses -Deferred rent -Balance with government authorities	1.58 0.12 0.03 1.14 2.88	0.22 0.10 0.03 1.03 1.38

(68)

Minda Automotive Solutions Limited Notes to the financial information for the period ended 30 September 2018

14. Share capital

14. Share capital		(`In Crore)
	As at 30 September 2018	As at 31 March 2018
Authorised 5,00,000 (previous year 5,00,000) equity shares of Rs. 10 each Issued, subscribed and fully paid 2,80,300 (previous year 2,80,300) equity shares of Rs.10 each, fully paid up	0.50 0.50 0.28 0.28	0.50 0.50 0.28 0.28

a. Reconciliation of equity shares outanding at the beginning and at the end of the reporting period

Reconciliation of equity shares outanding at the beginning and at the end	of the reporting period	of the reporting period
	As at 30 September 2018		As at 31 March 2018
	Number	Amount	Number	Amount
Shares outanding at the beginning of the year Add: Shares issued during the year Shares outanding at the end of the year	280,300 - 280,300	0.28 - 0.28	280,300 - 280,300	0.28 - 0.28

• b. Rights, preferences and restrictions attached to equity shares.

(i) Terms/rights attached to equity shares

The Company has Equity shares of having face value of Rs.10/- for each share. Each shareholder is eligible for one vote for each share held. The dividend proposed by the Board of Directors, if any, is subject to the approval of shareholders in the ensuing Annual general meeting. In the event of the liquidation of the Company, the holders of the equity shares will be entitled to receive the remaining assets of the Company, in proportion of their shareholding, after distribution of all preferential amounts, if any.

c. Shares held by Holding Company

Shares held by Holding Company
	As at 30 September 2018		As at 31 March 2018
	Number of Shares	Amount	Number of Shares	Amount
Minda Corporation Limited Mr. Laxman Ramnarayan (Nominee for M/s Minda Corporation Limited) Mr. Ajay Sancheti (Nominee for M/s Minda Corporation Limited) Mr. Pardeep Mann(Nominee for M/s Minda Corporation Limited) Mr. Lalitendu Samanata (Nominee for M/s Minda Corporation Limited) Mr. Sumit Doseja (Nominee for M/s Minda Corporation Limited) Mr. Sanjay Aneja (Nominee for M/s Minda Corporation Limited)	279,910 100 70 100 10 100 10 280,300	0.28 0.00 0.00 0.00 0.00 0.00 0.00 0.28	279,910 100 70 100 10 100 10 280,300	0.28 0.00 0.00 0.00 0.00 0.00 0.00 0.28

d. Details of shareholders holding more than 5% shares in the Company

	As at 30 September 2018	As at 30 September 2018	As at 31 March 2018	As at 31 March 2018
	Nos.	% of total shares in the class	Nos.	% of total shares in the class
Minda Corporation Limited and its nominees	280,300	100.00%	280,300	100.00%

Minda Corporation Limited and its nominees

(69)

Minda Automotive Solutions Limited Notes to the financial information for the period ended 30 September 2018

15. Reserves & surplus

15.Reserves & surplus		(`In Crore)
	As at 30 September 2018	As at 31 March 2018
Capital reserve Balance as per last fnacial year At the end of the period/year General reserve Balance as per last fnacial year At the end of the period/year Surplus (Proft and loss balance) Balance as per last fnacial year Add: Proft for the period/year Add: Other comprehensive income (-) Dividend and tax thereon paid during the period/year Balance at the end of the year Total reserves & surplus 16.Long-termprovisions	0.14 0.14 1.30 1.30 13.62 0.77 (0.11) (3.62) 10.65 12.10	0.14 0.14 1.30 1.30 11.41 5.44 (0.22) (3.01) 13.62 15.06 (`In Crore)
	As at 30 September 2018	As at 31 March 2018
Provision for employee benefts - Gratuity - Leave encashment 17.Other non-current liabilities	0.63 0.92 1.55	0.91 0.72 1.63 (`In Crore)
	As at 30 September 2018	As at 31 March 2018
Security deposit 18.Tradepayables	2.64 2.64	2.69 2.69 (`In Crore)
	As at 30 September 2018	As at 31 March 2018
Trade payables Trade payables to related parties 19.Other fnancial liabilities	8.35 67.79 76.14	11.09 51.37 62.45 (`In Crore)
	As at 30 September 2018	As at 31 March 2018
Payable to employees Creditors for capital purchases	0.87 0.01 0.88	0.99 0.07 1.06

(70)

Minda Automotive Solutions Limited Notes to the financial information for the period ended 30 September 2018

20. Other current liabilities

**20. Other current liabilities **		(`In Crore)
	As at 30 September 2018	As at 31 March 2018
Advance from customers Statutory liabilities **21. Provisions **	0.35 0.31 0.66	0.32 1.43 1.75 (`In Crore)
	As at 30 September 2018	As at 31 March 2018
Provision for employee benefts - Gratuity - Leave encashment	0.37 0.17 0.54	0.38 0.17 0.55

22. Current tax liabilities (net)

**22. Current tax liabilities(net) **		(`In Crore)
	As at 30 September 2018	As at 31 March 2018
- Provision for taxation [net of advance tax Rs. Nil (previous year Rs. 2.78 Cr)]	- -	0.26 0.26

23. Revenue from operations

23.Revenue from operations		(`In Crore)
	For the period ended 30 September 2018	For the year ended 31 March 2018
Sale of Products Sale of Products Service income 23.1Details ofgoods sold	132.04 0.55 132.59	279.29 0.72 280.01 (`In Crore)
	For the period ended 30 September 2018	For the year ended 31 March 2018
Locks Wiring Harness Others 24Other income	83.87 13.24 34.93 132.04	174.24 25.13 79.91 279.29 (`In Crore)
	For the period ended 30 September 2018	For the year ended 31 March 2018
Interest income from fnancials assets measured at amortised cost -unwinding of discount on non-current retention money - on fxed deposits - on loans Other non-operating income - on income tax refund - on proft on sale of fxed assets Foreign Exchange gain (net)	0.00 0.07 0.10 0.02 - 0.01 0.20	0.01 0.26 0.13 0.02 - - 0.42

(71)

Minda Automotive Solutions Limited Notes to the financial information for the period ended 30 September 2018

25 Purchases of Stock-in-trade		(`In Crore)
	For the period ended 30 September 2018	For the year ended 31 March 2018
Purchase of Stock in trade 25.1Details of Purchases of Stock-in-trade	123.69 123.69	246.22 246.22 (`In Crore)
	For the period ended 30 September 2018	For the year ended 31 March 2018
Locks Wiring Harness Others 26 Changes in stock-in-trade	64.45 12.47 46.77 123.69	143.35 20.73 82.14 246.22 (`In Crore)
	For the period ended 30 September 2018	For the year ended 31 March 2018
Inventories at the end of the year: Stock in trade Less: Inventories at the beginning of the year: stock in trade Net decrease 27Employee benefts expense	41.59 30.23 (11.36)	30.23 21.08 (9.15) (`In Crore)
	For the period ended 30 September 2018	For the year ended 31 March 2018
Salaries, wages and bonus Contribution to provident fund and other funds Leave Encashment Gratuity Employees stock compensation expense Staff welfare expenses 28Finance costs	6.49 0.56 0.27 0.23 - 0.37 7.92	11.29 1.13 0.47 0.39 - 0.57 13.84 (`In Crore)
	For the period ended 30 September 2018	For the year ended 31 March 2018
Interest expenses -on vehicle loans -on others	- 0.10 0.10	0.00 0.21 0.21

(72)

Minda Automotive Solutions Limited Notes to the financial information for the period ended 30 September 2018

29Depreciation and amortisation expense		(`In Crore)
	For the period ended 30 September 2018	For the year ended 31 March 2018
Depreciation of tangible fxed assets Amortisation of intangible fxed assets 30Other expenses	0.33 0.14 0.47	0.75 0.26 1.02 (`In Crore)
	For the period ended 30 September 2018	For the year ended 31 March 2018
Power and fuel Rent Repairs & Maintenance Legal and Professional expenses Management Fee expenses Insurance Printing and stationery Travelling and conveyance Loss on sale of fxed assets (Net ) Provision for doubtful trade receivables Distribution expenses Advertising and sales promotion Communication expenses Foreign exchange loss (net) Rates and taxes Packing expenses Bank charges Miscellaneous expenses	0.11 0.50 0.23 0.20 1.40 0.09 0.05 1.39 0.01 - 3.72 2.19 0.25 - 0.00 0.41 0.01 0.15 10.71	0.25 1.07 0.41 0.51 3.08 0.18 0.22 2.48 0.03 0.05 5.43 3.66 0.65 0.01 0.20 0.97 0.01 0.49 19.70

(73)

ANNEXURE - E4

SUPPLEMENTARY UNAUDITED ACCOUNTING STATEMENT OF MINDA AUTOELEKTRIK LIMITED (“TRANSFEROR COMPANY NO. 4”) AS ON 30[TH ] SEPTEMBER, 2018 CONDENSED BALANCE SHEET AS AT 30 SEPTEMBER 2018

		`in crores
Particulars Note	As at 30 September 2018 (Unaudited)	As at 31 March 2018 (Audited)
A ASSETS (1) Non-current assets (a) Property, plant and equipments 4 (b) Capital work-in-progress (c) Intangible assets 5 (d) Financial assets (i) Loans 6A (ii) Other fnancial assets 7A (e) Income tax assets (net) 8 (f) Deferred tax assets (net) 16 (g) Other non-current assets 9A Total non-current assets (2) Current assets (a) Inventories (b) Financial assets (i) Trade receivables 10 (ii) Cash and cash equivalents 11 (iii) Bank balances other than (iii) above (iv) Other fnancial assets 7B (c) Other current assets 9B Total current assets Total assets B EQUITY AND LIABILITIES (1) Equity (a) Equity share capital 12 (b) Other equity 13 Total equity Liabilities (2) Non-current liabilities (a) Financial Liabilities (i) Borrowings 14A (b) Provisions 15A Total non-current liabilities (3) Current liabilities (a) Financial liabilities (i) Borrowings 14B (ii) Trade payables 18 (iii) Other fnancial liabilities 19 Other Current Liablities 17B (b) Provisions 16B (c) Current tax liabilities Total current liabilities Total liabilities Total equity and liabilities Signifcant accounting policies 1-3	24.79 0.57 0.21 0.14 0.01 0.01 1.04 0.85 27.62 8.03 24.27 0.15 - 0.06 3.55 36.06 63.68 8.51 15.43 23.94 2.67 1.13 3.80 12.75 19.99 2.34 0.40 0.47 - 35.94 39.74 63.68	22.76 0.51 0.11 0.02 - 0.04 1.04 1.50 25.98 5.90 25.45 0.74 - 0.05 3.65 35.78 61.77 8.51 14.82 23.33 1.52 1.07 2.59 13.34 19.43 2.46 0.39 0.23 - 35.85 38.44 61.77

The notes referred to above form an integral part of the financial statements

For Minda Autoelektrik Limited

Sd/Sudhir Kashyap Director

(74)

Minda Autoelektrik Limited

Condensed Statement of Profit and Loss for the period ended 30 September 2018

		`in crores
Particulars Note	For the period ended 30 September 2018	For the year ended 31 March 2018
Revenue I Revenue from operations 20 II Other income 21 III Total revenue (I + II) IV EXPENSES Cost of materials consumed 22 Changes in inventories of fnished goods, stock-in-trade and work-in- progress 23 Excise duty on sales Employee benefts expenses 24 Finance costs 25 Depreciation and amortisation expense 4 & 5 Other expenses 26 Total expenses V Proft before tax (III-IV) VI Current tax Deferred tax charge / (credit) VII Proft for the year VIII Other comprehensive income a. Remeasurement of defned beneft liabilities b. Income tax relating to items that will not be reclassifed to proft or loss Other comprehensive income for the year (net of tax) (a+b) XI Total comprehensive income for the period/ year (VII-VII) XII Earnings per equity share (Rs.) (Basic) Earnings per equity share (Rs.) (Diluted) Signifcant accounting policies 1-3 The notes referred to above form an integral part of the fnancial statements	60.06 102.61 0.09 0.12 60.15 102.73 48.79 77.56 (1.82) (0.10) - 2.82 6.03 10.34 0.79 1.18 0.68 1.34 4.93 7.85 59.40 100.99 0.75 1.74 0.15 - (0.01) (0.06) 0.61 1.80 - (0.07) - 0.01 - (0.06) 0.61 1.73 0.71 2.05 0.71 2.05 For Minda Autoelektrik Limited Sd/- Sudhir Kashyap Director

(75)

Minda Autoelektrik Limited

Condensed Statement of Changes in Equity for the period ended 30 September 2018

Minda Autoelektrik Limited Condensed Statement of Changes in Equity for the period ended 30 September 2018	Minda Autoelektrik Limited Condensed Statement of Changes in Equity for the period ended 30 September 2018
A. Equity share capital (`in Crore)
Particulars	Amount
Balance as at April 1, 2017	8.51
Changes in equityshare capital duringtheyear ended March 31, 2018	-
Balance as at March 31, 2018	8.51
Changes in equityshare capital duringtheperiod ended September 30, 2018
Balance as at September 30, 2018	8.51

Balance as at September 30, 2018	8.51	8.51	8.51	8.51	8.51	8.51	8.51
B. Other equity	`in crores
Particulars	Other equity					Items of Other Comprehensive Income	Total
	Capital reserve	Securities premium reserve	General reserve	Share based payment reserve	Retained earnings	Remeasurement of defned beneft obligations
As at 1 April 2017	0.12	10.29	-	-	2.77	(0.21)	(12.97)
Proft/(loss)for theyear	-	-	-	-	1.80	-	1.80
Other comprehensive income	-	-	-	-	-	(0.07)	(0.07)
Total comprehensive income for the year	-	-	-	-	1.80	(0.07)	1.73
Financial assitance fees	0.12	-	-	-	-	-	0.12
Amount transferred from ESOP during theyear	-	-	-	-	-	-	-
Interim dividend	-	-	-	-	-	-	-
Tax on dividend	-	-	-	-	-	-	-
Amount transferred to Employee stock compensation duringtheyear	-	-	-	-	-	-	-
As at 31 March 2018	0.24	10.29	-	-	4.57	(0.28)	14.82
As at 1 April 2018	0.24	10.29	-	-	4.57	(0.28)	14.82
Proft/(loss)for theyear	-	-	-	-	0.61	-	0.61
Other comprehensive income	-	-	-	-	-	-	-
Total comprehensive income for the year	-	-	-	-	0.61	-	0.61
Financial assitance fees	-	-	-	-	-	-	-
Amount transferred from ESOP during theyear	-	-	-	-	-	-	-
Interim dividend	-	-	-	-	-	-	-
Tax on dividend	-	-	-	-	-	-	-
Amount transferred to Employee stock compensation duringtheyear	-	-	-	-	-	-	-
As at 30 September 2018	0.24	10.29	-	-	5.18	(0.28)	15.43

For Minda Autoelektrik Limited

Sd/Sudhir Kashyap Director

(76)

Minda Autoelektrik Limited Notes forming part of the fnancial information

1. Corporate information

Minda Autoelektrik Limited (formerly known as Panalfa Autoelektrik Limited upto 2 June 2016) (the ‘Company’) is domiciled in India, with its registered office situated at A-15, Phase -1 Ashok Vihar, Delhi - 110052. The Company is primarily involved in manufacturing of Automobile Components primarily in “Starter motors” and “alternators”.

2. Significant accounting policies, accounting estimates, assumptions and judgements

The accounting policies, accounting estimates, assumptions and judgements adopted in the compilation of these financial information are consistent with those followed in the preparation of the Company’s latest Annual financial statements.

3. Basis of preparation

The condensed Balance sheet as at 30 September 2018, the condensed Statement of Profit and Loss, the condensed Cash flow statement, the condensed Statement of Changes in Equity for the 6 months period ended 30 September 2018 and other explanatory notes (“financial information”) represents the standalone financial information of the Company which have been prepared in accordance with Generally Accepted Accounting Principles in India, including the Indian accounting standard (Ind AS) prescribed under section 133 of the act.

The Company management had previously issued its audited financial statements for the year ended 31 March 2018 (Annual financial statements’) on 18 May 2018 that were prepared in accordance with the Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under section 133 of the Companies Act, 2013, (the ‘Act’), Companies (Indian Accounting Standards) (Amendment) Rules, 2016 as amended & other relevant provisions of the Act (‘financial statements’). Information as at 30 September 2018 and for the period then ended, is proposed to be sent to the National Company Law Tribunal (NCLT), creditors, shareholders and other statutory authorities, in accordance with the requirements of the Companies Act 2013.

The financial results of the Company for the six months period ended 30 September 2018 were reviewed by statutory auditors of the company and an unqualified Limited Review Report was given thereupon.

These compiled information are not a complete set of financial statements prepared as per the requirements of the companies Act 2013 or the requirements of the Ind AS 34”Interim Financial Reporting.

(77)

Minda Autoelektrik Limited

Condensed Standalone statement of Cash Flow for the period ended 30 September 2018

		`in crores
Particulars	For the period ended 30 September 2018	For the year ended 31 March 2018
Net cash from operating activities (A) Net cash from investing activities (B) Net cash from fnancing activities (C) Net decrease in cash and cash equivalents (A+B+C) Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year:	2.54 (3.00) (2.90) (1.33) (0.23) 4.70 (0.59) 0.37 0.74 0.37 0.15 0.74 For Minda Autoelektrik Limited Sd/- Sudhir Kashyap Director

(78)

|**in crores**|**Net block**|**Balance**<br>**as at**<br>**30 September**<br>**2018**||1.53|-|9.71|11.54|0.62|0.30|0.22|0.10|0.77|**24.79**||0.21|**0.21**|in crores|Net block|Balance
as at
31 March 2018||1.53|-|9.53|9.76|0.65|0.29|0.07|0.11|0.80|22.74||0.11|0.11|
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
||ACCUMULATED DEPRECIATION/
AMORTISATION|Balance
as at
30 September
2018||-|-|0.65|1.98|0.15|0.05|0.02|0.10|0.15|3.10||0.22|0.22||ACCUMULATED DEPRECIATION/ AMORTISATION|
Balance
as at
31 March
2018||
-|
-|
0.52|
1.57|
0.12|
0.04|
0.01|
0.08|
0.12|
2.46||
0.17|
0.17|
|||Deductions||-|-|-|-|-|0.00|0.00|0.00|-|0.00||-|-|||

Deductions||
-|
-|
-|
-|
-|
0.00|
0.00|
0.00|
-|
0.00||
-|
-|
|||Depreciation/
amortisation
expense||-|-|0.13|0.41|0.03|0.01|0.01|0.02|0.03|0.64||0.05|0.05|||


Depreciation/
amortisation
expense||
-|
-|
0.26|
0.80|
0.06|
0.02|
0.01|
0.04|
0.06|
1.25||
0.09|
0.09|
|||



Balance
as at
1 April
2018||
-|-|
0.52|
1.57|
0.12|
0.04|
0.01|
0.08|
0.12|
2.46||
0.17|
0.17|||Balance
as at
1 April
2017||-|-|0.26|0.77|0.06|0.02|-|0.04|0.06|1.21||0.08|0.08|
||GROSS BLOCK|
Balance
as at
30 September
2018||
1.53||
10.36|
13.52|
0.77|
0.35|
0.24|
0.20|
0.92|
27.89||
0.43|
0.43||GROSS BLOCK|Balance
as at
31 March
2018||1.53|-|10.05|11.33|0.77|0.33|0.08|0.19|0.92|25.19||0.28|0.28|
|||Deductions||
-|
-|
-|
-|
-|
0.00|
0.00|
0.00|
-|
0.00||
-|
-|||Deductions||-|-|-|-|-|-|-|-|-|-||-|-|
|||



Additions||
-|
-|
0.31|
2.19|
-|
0.02|
0.16|
0.01|
0.00|
2.69||
0.15|
0.15|||Additions||-|-|-|0.54|0.04|-|-|0.06|-|0.65||-|-|
|||Balance
as at
1 April
2018||1.53|-|10.05|11.33|0.77|0.33|0.08|0.19|0.92|25.19||0.28|0.28|||Balance
as at
1 April
2017||1.53|-|10.05|10.79|0.73|0.33|0.08|0.13|0.92|24.56||0.28|0.28|
||Fixed assets||Property, Plant and equipment|Freehold Land|Leasehold Improvements|Building|Plant And Machinery|Furniture And Fixtures
|Offce Equipment|
Vehicles|Computers|Electrical Installations And Fittings|Total|Intangible Assets|Computer Software|Total||FIXED ASSETS||Property, Plant and equipment|Freehold Land|Leasehold Improvements|Building|Plant And Machinery|Furniture And Fixtures|Offce Equipment|Vehicles|Computers|Electrical Installations And Fittings|Total|Intangible Assets|Computer Software|Total|
||Note ||4|(a)|(b)|(c)|(d)|(e)|(f)|(g)|(h)|(i)||5||||Note ||4|(a)|(b)|(c)|(d)|(e)|(f)|(g)|(h)|(i)||5|||

(79)

Minda Autoelektrik Limited Notes forming part of the financial information

Note 6. Loans		`in crores
Particulars	As at 30 September 2018	As at 31 March 2018
A. Non-current Security deposits (i) Unsecured, considered good Note 7. Other fnancial assets	0.14 0.14	0.02 0.02 `in crores
Particulars	As at 30 September 2018	As at 31 March 2018
A. Non-current Bank deposit (due to mature after 12 months from reporting date) Interest accrued on fxed deposits B. Current Advance to employees Interest accrued on bank deposits Fixed Deposit with bank Total (A + B) **Note 8. Income tax assets(net) **	0.01 - 0.01 0.01 - 0.05 0.06 0.07	- - - - - 0.05 0.05 0.05 `in crores
Particulars	As at 30 September 2018	As at 31 March 2018
A. Non-current Advance income tax (net of provisions for tax of nil ; 31 March 2018 nil.) Note 9. Other assets	0.20 0.20	0.04 0.04 `in crores
Particulars	As at 30 September 2018	As at 31 March 2018
A.Non-current Capital advances -Considered good Total (A) B.Current Advance to suppliers Other advances -Considered good -Considered doubtful Less: provision for doubtful advances Balance with government authorities Prepaid expenses Export incentives receivable Total (B) Total (A + B)	0.85 0.85 0.05 - 0.20 - - 2.37 0.16 0.77 3.55 4.41	1.50 1.50 - - 0.22 - - 2.40 0.02 1.01 3.65 5.14

(80)

Minda Autoelektrik Limited Notes forming part of the financial information

Note 10. Trade receivables		`in crores
Particulars	As at 30 September 2018	As at 31 March 2018
Unsecured - Considered good - Considered doubtful Receivables from related parties Total Note 11. Cash and cash equivalents	24.27 - 24.27	23.81 1.64 25.45 `in crores
Particulars	As at 30 September 2018	As at 31 March 2018
Cash on hand Cheques, drafts on hand -On current accounts -Other bank balances Note 12. Equity share capital	0.02 0.13 0.15	0.02 0.72 0.74 `in crores
Particulars	As at 30 September 2018	As at 31 March 2018
(a) Authorised 9,000,000 (March 31, 2018 : 9,000,000 ; March 31, 2017 : 9,000,000) equity Shares of Rs.10 each (b) Issued, subscribed and paid up a) Equity shares of Rs. 2 each (previous year Rs. 2 each) 8,508,333 (March 31, 2018 : 8,508,333 ; March 31, 2017 : 8,508,333) equity Shares of Rs.10 each **Note 13. Other equity **	9.00 8.51	9.00 8.51 `in crores
Particulars	As at 30 September 2018	As at 31 March 2018
(a) Share premium account (b) Capital Reserve (c) Surplus in the Statement of Proft and Loss (d) Other comprehensive income **Note 14. Borrowings **	10.29 0.24 5.18 (0.28) 15.43	10.29 0.24 4.57 (0.28) 14.82 `in crores
Particulars	As at 30 September 2018	As at 31 March 2018
A. Non-current (a) Secured Term loans from banks Total (A) B. Current Secured Cash credit from bank (secured) Working Capital Demand Loan (secured) Vehicle Loan from Kotak (secured) UnSecured Loan from others Total (B)	2.67 2.67 11.76 - 0.24 - 0.75 12.75	1.52 1.52 11.09 - - - 2.25 13.34

(81)

Minda Autoelektrik Limited Notes forming part of the financial information

Note 15. Provisions		`in crores
Particulars	As at 30 September 2018	As at 31 March 2018
A. Non-current Provision for employee benefts -Gratuity -Compensated absence Total (A) B. Current Provision for employee benefts - Gratuity - Compensated absence Others - Provision for warranties Total (B) **Note 16. Deferred tax liabilities(net) **	0.81 0.32 1.13 0.06 0.04 0.37 0.47	0.76 0.31 1.07 0.06 0.04 0.13 0.23 `in crores
Particulars	As at 30 September 2018	As at 31 March 2018
(A) Deferred tax liability Difference between book and tax depreciation Deferred tax liability (A) (B) Deferred tax assets Unabsorbed business losses and depreciation MAT credit entiltlement Deferred tax assets (B) Net Deferred tax liabilities /(assets) (A) - (B) Note 17. Other liabilities	0.07 0.07 1.11 - 1.11 (1.04)	0.12 0.12 1.11 0.05 1.16 (1.04) `in crores
Particulars	As at 30 September 2018	As at 31 March 2018
B. Current Advance from customers Retention monies payable Security deposits Statutory dues payable Total (B) Note 18. Tradepayables	0.04 0.19 0.02 0.15 0.40	0.05 0.19 - 0.15 0.39 `in crores
Particulars	As at 30 September 2018	As at 31 March 2018
Total outstanding dues of creditors other than micro enterprises and small enterprises Total	19.99 19.99	19.43 19.43

(82)

Minda Autoelektrik Limited Notes forming part of the financial information

Note 19. Other fnancial liabilities		`in crores
Particulars	As at 30 September 2018	As at 31 March 2018
A Current Current maturities of: - term loans Interest accrued and due on short-term borrowings Salary, wages & bonus payable Creditors for capital items Total	1.70 - 0.58 0.06 2.34	1.70 0.44 0.20 0.12 2.46

Note 20. Revenue from operations

Note 20. Revenue from operations		`in crores
Particulars	For the period ended 30 September 2018	For the year ended 31 March 2018
Sale of products -Manufactured goods -Traded goods - Export incentives - Exchange (Gain / Loss)-On Export Sales - Scrap Sale Other operating revenues Revenue from operations	59.09 - 59.09 0.52 0.32 0.13 0.97 60.06	101.59 101.59 0.89 - 0.13 1.02 102.61

Note 21. Other income

Note 21. Other income		`in crores
Particulars	For the period ended 30 September 2018	For the year ended 31 March 2018
Interest on fxed deposits Cash Discount Miscellaneous income	- - 0.09 0.09	0.00 - 0.12 0.12

Note 22. Raw materials consumed (includes packing material and components)

Note 22. Raw materials consumed(includespacking material and compon	ents)	`in crores
Particulars	For the period ended 30 September 2018	For the year ended 31 March 2018
Opening stock Add: Purchases during the year Less: Closing stock	3.66 49.07 52.73 3.94 48.79	2.84 78.38 81.22 3.66 77.56

Note 23. Changes in inventories of Finished Goods, Stock in Trade and Work in Progress

Note 23. Changes in inventories of Finished Goods, Stock in Trade and W	ork in Progress	`in crores
Particulars	For the period ended 30 September 2018	For the year ended 31 March 2018
Finished goods and stock in trade Opening stock Less: Closing stock Impact of excise duty on decrease/ (increase) in fnished goods Work in progress Opening stock Less: Closing stock Increase / (Decrease) in inventories	0.36 1.74 (1.38) - 1.71 2.15 (0.44)	1.39 0.36 1.03 - 0.58 1.71 (1.13) (0.10)
	(1.82)

(83)

Minda Autoelektrik Limited Notes forming part of the financial information

Note 24. Employee benefts		`in crores
Particulars	For the period ended 30 September 2018	For the year ended 31 March 2018
Salaries and wages Contribution to Provident and other funds Staff welfare expenses Total Note 25. Finance costs	5.53 0.26 0.24 6.03	9.38 0.46 0.50 10.34 `in crores
Particulars	For the period ended 30 September 2018	For the year ended 31 March 2018
Interest expense : on borrowings from banks on borrowings from others Other borrowing costs Total Note 26. Other expenses	0.63 0.10 - 0.06 0.79	0.95 0.11 - 0.12 1.18 `in crores
Particulars	For the period ended 30 September 2018	For the year ended 31 March 2018
Consumption of stores and spare parts Power and fuel Other manufacturing expenses Repairs & maintenance - Plant and machinery - Building - Others Management Consultancy Services Business Support Services Rates and taxes Insurance Travelling and conveyance Advertisement and Business promotion expenses Communication expenses Legal and professional Net loss on account of foreign exchange fuctuations Sales and distribution expenses Warranty Bank charges Postage and telegram Recruitment charges Miscellaneous Total	0.29 0.70 0.20 0.17 0.08 0.19 0.59 0.29 0.02 0.07 0.42 0.02 0.03 0.17 0.01 0.96 0.30 0.05 0.09 0.13 0.15 4.93	0.51 1.05 0.41 0.39 0.00 0.29 0.99 - 0.03 0.11 0.68 0.07 0.06 0.60 0.06 1.26 0.80 0.10 0.12 0.02 0.30 7.85

(84)

ANNEXURE - E5

SUPPLEMENTARY UNAUDITED ACCOUNTING STATEMENT OF MINDA TELEMATICS AND ELECTRIC MOBILITY SOLUTIONS PRIVATE LIMITED (“TRANSFEROR COMPANY NO. 4”) AS ON 30[TH ] SEPTEMBER, 2018 CONDENSED BALANCE SHEET AS AT 30 SEPTEMBER 2018

		(`in Crore)
Particulars Note	As at 30 September 2018 (Unaudited)	As at 31 March 2018 (Audited)
ASSETS (1) Non-current assets Property, plant and equipment 2 Capital work-in-progress Intangible assets 3 Income tax assets (2) Current assets Inventories 4 Financial assets (i) Loans 5 (ii) Trade receivables 6 (iii) Cash and cash equivalents 7 Other current assets 8 Total current assets Total assets EQUITY AND LIABILITIES (1) Equity Equity share capital 9 Other equity 10 (2) Non Current Liabilities Deferred Tax Liablities (Net) 11 (3) Current liabilities Financial liabilities (i) Trade payables 12 (ii) Other fnancial liabilities 13 Other Current Liablities 14 Total equity and liabilities Signifcant Accounting Policies 1	0.83 0.01 0.82 0.09 1.75 0.64 0.21 1.20 0.04 0.09 2.18 3.93 0.73 (0.19) 0.54 0.10 0.10 0.60 2.65 0.04 3.29 3.93	0.39 0.02 0.81 0.08 1.30 0.45 0.20 1.35 0.04 - 2.04 3.34 0.73 0.95 1.68 0.12 0.12 0.43 1.06 0.05 1.54 3.34

The notes referred to above form an integral part of the financial statements

For Minda Telematics And Electric Mobility Solutions Private Limited

Sd/Krishnamurthy Vaidyanathan Director

(85)

Minda Telematics And Electric Mobility Solutions Private Limited Condensed Statement of Profit and Loss for the period ended 30 September 2018

		(`in Crore)
Particulars Note	For the period ended 30 September 2018	For the year ended 31 March 2018
REVENUE Revenue from operations 15 Other income 16 Total revenue EXPENSES Cost of materials consumed 17 Changes in inventories of fnished goods, stock-in-trade and work-in-progress 18 Employee benefts expenses 19 Finance costs 20 Depreciation and amortisation expense 2 & 3 Other expenses 21 Excise Duty on sale Total expenses Proft before tax Current tax Deferred tax charge / (credit) Proft for the year Other comprehensive income Item that will not be reclassifed subsequent to Proft or Loss a. Remeasurement of defned beneft liabilities b. Income tax relating to items that will not be reclassifed to proft or loss Total other comprehensive income for the year (a+b) comprehensive income for the period/ year Earnings per equity share of Rs.10 per share Basic and diluted (in`) Signifcant Accounting Policies 1	1.53 - 1.53 0.72 (0.17) 1.28 - 0.20 0.65 - 2.68 (1.15) (0.01) (1.14) - - - (1.14) (15.65)	2.55 0.01 2.56 1.54 0.13 1.37 0.05 0.30 0.60 0.04 4.03 (1.47) (0.04) (1.43) - - - (1.43) (19.48)

The notes referred to above form an integral part of the financial statements

For Minda Telematics And Electric Mobility Solutions Private Limited

Sd/Krishnamurthy Vaidyanathan Director

(86)

Minda Telematics And Electric Mobility Solutions Private Limited

Condensed Statement Of Changes In Equity For The Period Ended 30 September 2018

A. Equity share capital

A. Equity share capital (`in Crore)
Particulars	Amount
Balance as at 1 April 2018 (Audited)	0.73
Changes in equity share capital during the period	-
Balance as at 30 September, 2018	0.73

B. Other equity

**B. Other equity **	(`in Crore)
Particulars	Reserve and surplus (1)					Items of other comprehensive income (2)	Total (1+2)
	Revaluation reserve	Securities premium	General reserve	Employee stock compensation option outstanding	Retained earnings	Remeasurement of defned beneft obligations
Balance as at 1 April 2018	0.10	3.30	-	-	(2.45)		0.95
Proft for the year	-	-	-	-	(1.14)	-	(1.14)
Total comprehensive income/(loss)	-	-	-	-	(1.14)	-	(1.14)
Balance as at 30 September 2018	0.10	3.30	-	-	(3.59)	-	(0.19)

Significant Accounting Policies

The accompany note from 1 to 21 form an integral part of the financial statements

For Minda Telematics And Electric Mobility Solutions Private Limited

Sd/Krishnamurthy Vaidyanathan Director

(87)

Minda Telematics And Electric Mobility Solutions Private Limited

Condensed Statement of Cash Flow For The Period Ended 30 September 2018

		(`in Crore)
Particulars	For the period ended 30 September 2018	For the year ended 31 March 2018
A Net cash from operating activities B Net cash from / (used in) investing activities C Net cash from fnancing activities Net increase (decrease) in cash and cash equivalents (A+B+C) Cash and cash equivalents at the beginning of the period/ year Cash and cash equivalents at the end of the period/ year	(0.75) (0.19) 0.94 (0.00) 0.04 0.04	(1.32) (0.32 ) 1.67 0.03 0.01 0.04

Notes to cash Flow Statement :

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” specified under section 133 of the Companies Act, 2013, read with rule 7 of Companies (Accounts) Rules, 2014.

• 2 Cash & cash equivalent consists of cash in hand and balance with banks.

For Minda Telematics And Electric Mobility Solutions Private Limited

Sd/Krishnamurthy Vaidyanathan Director

(88)

Minda Telematics And Electric Mobility Solutions Private Limited

Notes forming part of the fnancial information

1(a). Corporate information

Minda Telematics And Electric Mobility Solutions Private Limited (formerly known as EI Labs India Private Limited upto28 August 2018) (the ‘Company’) was incorporated on 23 Jan 2004 and is domiciled in India, with its registered office situated at Plot no 18, Sy No. 43, Electronic city 2nd Phase, Hosur Road, Bangalore, Karnataka-560100. The Company is primarily engaged in manufacturing electronic and communication products and providing information technology services.

1(b). Significant accounting policies, accounting estimates, assumptions and judgements

The accounting policies, accounting estimates, assumptions and judgements adopted in the compilation of these financial information are consistent with those followed in the preparation of the Company’s latest Annual financial statements.

1(c). Basis of preparation

The condensed Balance sheet as at 30 September 2018, the condensed Statement of Profit and Loss, the condensed statement of Cash flow, the condensed Statement of Changes in Equity for the six months period ended 30 September 2018 and other explanatory notes (“financial information”) represents the standalone financial information of the Company which have been prepared in accordance with Generally Accepted Accounting Principles in India, including the Indian accounting standard (Ind AS) prescribed under section 133 of the act.

The Company management had previously issued its audited financial statements for the year ended 31 March 2018 (Annual financial statements’) on 19 May 2018 that were prepared in accordance with the Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under section 133 of the Companies Act, 2013, (the ‘Act’), Companies (Indian Accounting Standards) (Amendment) Rules, 2016 as amended & other relevant provisions of the Act (‘financial statements’). Information as at 30 September 2018 and for the period then ended, is proposed to be sent to the National Company Law Tribunal(NCLT), creditors, shareholders and other statutory authorities, in accordance with the requirements of the Companies Act 2013.

The financial results of the Company for the six months period ended 30 September, 2018 were reviewed by statutory auditors of the company and an unqualified Limited Review Report was given thereupon.

These compiled information are not a complete set of financial statements prepared as per the requirements of the companies Act 2013 or the requirements of the Ind AS 34”Interim Financial Reporting.

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Net block	Balance as at 30 September 2018		-	-	-	-	0.03	0.05	0.38	0.23	0.19	0.06	0.04	-	-	0.13	0.11	0.00	-	0.83	0.39		0.82	0.81	0.82	0.81	Note: Figures in italics represent previous year numbers for the year ended 31 March 2018.
ACCUMULATED DEPRECIATION/ AMORTISATION	Balance as at 30 September 2018		0.31	0.31	0.00	0.00	0.14	0.12	0.05	0.11	0.05	0.04	0.03	0.10	0.10	0.22	0.16	0.02	0.02	0.99	0.79		2.01	2.02	2.02	2.02
	Deductions		-	-	-	-	-	-			-		-	-	-	-	-	-	-	-	-		-	-	-	-
	Revaluation Reserve																							0.07	-	0.07
	Depreciation/ amortisation expense		-	0.00	-	-	0.02	0.02	0.05	0.06	0.01	0.01	0.00	-	-	0.06	0.02	-	0.00	0.20	0.05		0.00	0.25	0.00	0.25
	Balance as at 1 April 2018		0.31	0.31	0.00	0.00	0.12	0.10		0.05	0.04	0.03	0.03	0.10	0.10	0.16	0.14	0.02	0.02	0.79	0.74		2.02	1.70	2.02	1.70
GROSS BLOCK	Balance as at 30 September 2018		0.31	0.31	0.00	0.00	0.17	0.17	0.43	0.34	0.24	0.10	0.07	0.10	0.10	0.35	0.27	0.02	0.02	1.82	1.18		2.84	2.83	2.84	2.83
	Deductions		-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-	-		-	-	-	-
	Additions		-	-	-	-	-	-	0.43	0.10	0.20	0.03	0.03	-	-	0.08	0.09	-	-	0.64	0.32		0.01	0.00	0.01	0.00
	Balance as at 1 April 2018		0.31	0.31	0.00	0.00	0.17	0.17	-	0.24	0.04	0.07	0.04	0.10	0.10	0.27	0.18	0.02	0.02	1.18	0.86		2.83	2.83	2.83	2.83
	FIXED ASSETS	PROPERTY, PLANT AND EQUIPMENT	TD Units On Lease		Battery Ameron		Layout Lon Charges		Plant And Machinery	Furniture And Fixtures		Offce Equipment		Vehicles		Computers		Plastic Injection Mould		TOTAL		INTENGIBLE ASSETS	Computer Software		TOTAL
	Note	2	(a)		(b)		(c)		(d)	(e)		(f)		(g)		(h)		(i)				3

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Minda Telematics And Electric Mobility Solutions Private Limited Notes Forming Part Of The Financial Information

Note 4. Inentories		(`in Crore)
Particulars	As at 30 September 2018	As at 31 March 2018
Raw Material work in progress fnished goods Note 5. Loans	0.29 0.35 - 0.64	0.26 0.17 0.02 0.45 (`in Crore)
Particulars	As at 30 September 2018	As at 31 March 2018
Current Security deposit Advances to employees Others Note 6. Trade receivable	0.19 0.01 0.01 0.21	0.19 0.01 0.00 0.20 (`in Crore)
Particulars	As at 30 September 2018	As at 31 March 2018
Unsecured - Considered good Total Note 7. Cash and cash equivalents	1.20 1.20	1.35 - 1.35 (`in Crore)
Particulars	As at 30 September 2018	As at 31 March 2018
Cheques, drafts on hand -On current accounts -Other bank balances Total Note 8. Other current assets	0.03 0.01 0.04	0.03 0.01 0.04 (`in Crore)
Particulars	As at 30 September 2018	As at 31 March 2018
Balances with government authorities Total Note 9. Equity share capital	0.09 0.09	- - (`in Crore)
Particulars	As at 30 September 2018	As at 31 March 2018
(a) Authorised 10,00,000 equity shares of Rs.10/- each (b) Issued, subscribed and paid up a) Equity shares of Rs. 10 each (previous year Rs.10 each) 7,26,882 (March 31, 2018 : 7,26,882, April 1, 2017 : 3,87,000) equity shares of Rs.10/- each	1.00 0.73 0.73	1.00 0.73 0.73

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Minda Telematics And Electric Mobility Solutions Private Limited Notes Forming Part Of The Financial Information

Note 10. Other equity		(`in Crore)
Particulars	As at 30 September 2018	As at 31 March 2018
(a) Securities premium reserve (b) Revaluation resource (c) Retained earnings Note 11. Deferred tax liabilities(net)	3.30 0.10 (3.59) (0.19)	3.30 0.10 (2.45) 0.95 (`in Crore)
Particulars	As at 30 September 2018	As at 31 March 2018
(A) Deferred tax liability Difference between book and tax depreciation Deferred tax liability (A) (B) Deferred tax assets MAT credit entiltlement Deferred tax assets (B) Net Deferred tax liabilities (A) - (B) Note 12. Tradepayables	0.10 0.10 0.00 0.00 0.10	0.12 0.12 0.00 0.00 0.12 (`in Crore)
Particulars	As at 30 September 2018	As at 31 March 2018
Total outstanding dues of micro enterprises and small enterprises Total outstanding dues of creditors other than micro enterprises and small enterprises Note 13. Other fnancial liabilities	- 0.60 0.60	- 0.43 0.43 (`in Crore)
Particulars	As at 30 September 2018	As at 31 March 2018
Salaries, wages and bonus payable Other payables Note 14. Other liabilities	0.35 2.30 2.65	0.26 0.80 1.06 (`in Crore)
Particulars	As at 30 September 2018	As at 31 March 2018
Current - Statutory Liability	0.04 0.04	0.05 0.05

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Minda Telematics And Electric Mobility Solutions Private Limited Notes Forming Part Of The Financial Information

Note 15. Revenue from operations

Note 15. Revenue from operations		(`in Crore)
Particulars	For the period ended 30 September 2018	For the year ended 31 March 2018
Sale of products -Manufactured goods -Traded goods Other operating revenues -Technical know-how and service income Revenue from operations Note 16. Other income	0.81 - 0.81 0.72 0.72 1.53	2.55 - 2.55 - - 2.55 (`in Crore)
Particulars	For the period ended 30 September 2018	For the year ended 31 March 2018
Miscellaneous income Note 17. Cost of materials consumed(consumedpacking material)	- -	0.01 0.01 (`in Crore)
Particulars	For the period ended 30 September 2018	For the year ended 31 March 2018
Opening stock Add: Purchases during the year Less: Closing stock	0.26 0.75 1.01 0.29 0.72	0.44 1.36 1.80 0.26 1.54

Note 18. Changes in inventories of Finished Goods, Stock in Trade and Work in Progress

( ` in Crore)

Note 18. Changes in inventories of Finished Goods, Stock in Trade and Wo	rk in Progress	(`in Crore)
Particulars	For the period ended 30 September 2018	For the year ended 31 March 2018
Finished goods and stock in trade Opening stock Less: Closing stock Work in progress Opening stock Less: Closing stock Increase / (Decrease) in inventories	0.01 0.00 0.01 0.17 0.35 (0.18) (0.17)	0.03 0.02 0.01 0.29 0.17 0.12 0.13

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Minda Telematics And Electric Mobility Solutions Private Limited Notes Forming Part Of The Financial Information

Note 19. Employee benefits

Note 19. Employee benefts		(`in Crore)
Particulars	For the period ended 30 September 2018	For the year ended 31 March 2018
Salaries and wages Contribution to - Gratuity fund Staff welfare Bonus Note 20. Finance costs	1.18 0.05 0.04 0.01 1.28	1.18 0.13 0.04 0.02 1.37 (`in Crore)
Particulars	For the period ended 30 September 2018	For the year ended 31 March 2018
Interest expense : on borrowings from banks Note 21. Other expenses	- -	0.05 0.05 (`in Crore)
Particulars	For the period ended 30 September 2018	For the year ended 31 March 2018
Audit Fees Offce Expenses Security Charges Bad Debts Electricity Charges Professional Charges Rates & Taxes Rent - Building Maintenance Charges Freight Charges Printing & Stationery Service Cost Selling Expenses Communication Travelling & Conveyance Miscellaneous Expenses	0.01 0.02 0.01 - - 0.06 0.10 0.14 0.00 0.01 0.03 0.15 0.01 0.05 0.06 - 0.65	- 0.01 - 0.17 0.02 0.10 0.01 0.11 - 0.01 0.01 0.05 - 0.02 0.07 0.02 0.60

Note 20. Finance costs

Note 21. Other expenses

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