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UNO Minda Limited Audit Report / Information 2023

May 23, 2023

61248_rns_2023-05-23_51095535-bc7a-4070-92c6-dd7e2fcd9c96.pdf

Audit Report / Information

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Uno Minda Limited

(Formerly known as Minda Industries Limited)

==> picture [161 x 95] intentionally omitted <==

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

MINDA
I ► l
---.::> lVING THE NEW--
----- End of picture text -----

Ref. No. Z-IV/R-39/D-2/NSE/207 & 174 Date : 23/05/2023

National Stock Exchange of India Ltd. BSE Ltd. Listing Deptt., Exchange Plaza, Regd. Office: Floor - 25, Bandra Kurla Complex, Bandra (E), Phiroze Jeejeebhoy Towers, Mumbai - 400 051 Dalal Street, Mumbai-400 001. NSE Scrip: UNOMINDA BSE Scrip: UNOMINDA 532539

Sub: - Submission of Annual Secretarial Compliance Report fr the Year ended 31 March, 2023

Dear Sirs,

In compliance of Regulation 24A of SEBI (LODR) Regulations, 2015, we wish to inform that Mis. Chandrasekaran Associates, Company Secretaries in Practice, New Delhi were appointed as Secretarial Auditors of the Company. They have carried out We the Secretarial Audit of the Company for the year ended on 31 March, 2023, are enclosing herewith the Annual Secretarial Compliance Report dated 17 May, 2023, issued by them, duly signed, for the year ended on 31 March, 2023.

Thanking you,

Yours faithfully, For Uno Minda Limited

==> picture [130 x 26] intentionally omitted <==

Tarun Kumar Digitally signed by Tarun Kumar Srivastava Srivastava Date: 2023.05.23 11:47:18 +05'30'

Tarun Kumar Srivastava Company Secretary & Compliance�11e1�

Encl: as above.

==> picture [31 x 15] intentionally omitted <==

-

Uno Minda Limited _(Formerly known as Minda Industries Limited) Corporate Office: Village Nawada Fatehpur, P.O. Sikanderpur Bodda, Manesar, Distt. Gurgaon, Haryana - 122004, INDIA. T: +91 124 2290427/28, 2290693/94/96 F: +91 124 2290676/95 Email: [email protected] www.unominda.com Regd. Office: B-64/1, Wazirpur Industrial Area, Delhi - 110052 CIN No.: L74899Dll 992PLC050333

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CtlflNDRflSEKARAN ASSOClflTEsX> COMPANY SECRETARIES

SECRETARIAL COMPLIANCE REPORT OF UNO MINDA LIMITED (FORMERLY KNOWN AS MINDA INDUSTRIES LIMITED) FOR THE FINANCIAL YEAR ENDED MARCH 31, 2023

[Pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015]

To,

The Board of Directors

Uno Minda Limited

(Formerly known as Minda Industries Limited)

B-64/1 Wazirpur, Industrial Area Delhi 110052

We Chandrasekaran Associates, Company Secretaries have examined:

  • (a) All the documents and records made available to us and explanation provided by Uno Minda Limited (formerly known as Minda Industries Limited) ("the Listed Entity/Company"),

  • (b) The filings/ submissions made by the listed entity to the stock exchanges,

  • (c) Website of the listed entity,

  • (d) any other document/ filing, as may be relevant, which has been relied upon to make this certification,

for the financial year ended on March 31, 2023 ("Review Period") in respect of compliance with the applicable provisions of:

  • (a) the Securities and Exchange Board of India Act, 1992 ("SEBI Act") and the Regulations, circulars, guidelines issued thereunder; and

  • (b) the Securities Contracts (Regulation) Act, 1956 ("SCRA"), rules made thereunder and the Regulations, circulars, guidelines issued thereunder by the Securities and Exchange Board of India ("SEBI");

The specific Regulations, whose provisions and the circulars/ _guidelines issued thereunder, have been examined and include:-

  • (a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations 2015") to the extent applicable;

  • (b) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 to the extent applicable;

  • (c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

  • (d) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; Not Applicable during the review period

  • (e) Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 to the extent applicable;

Digitally signed by TIWARI TIWARI SHASHIKANT SHASHIKANTb[ate:2023,05,17 ] .. _/ 15:46:11 +05'30'

11-F, Pocket Four I MayurVihar Phase One I Delhi -110 091 I Tel. +91-11-2271 0514 [email protected] I www,cacsindia.com

Page 1 of 6

. . . ® CACS Corporma Acttona, COnc:rata Solutions Cl

CHANDRASEKflRAN ASSOCIATEs® COMPANY SECRETARIES

  • (f) Securities and Exchange Board of India (Issue and Listing of Non- Convertible Securities) Regulation, 2021 to the extent applicable;

  • (g) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

  • (h) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder to the extent of Regulation 76 of Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018 to the extent applicable;

  • (i) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client to the extent of securities issued;

  • (j) Securities and Exchange Board of India (Investor Protection and Education Fund) Regulations, 2009;

  • (k) Securities and Exchange Board of India (Debenture Trustee) Regulations, 1993 (in relation to obligations of Issuer Company) to the extent applicable:

We have examined the compliance of above regulations, circulars, guidelines issued thereunder as applicable during the review period and based on confirmation received from management of the Company as and wherever required and affirm that:

S. No.
1.
2.		 Pariculars
Secretarial Standard
The compliances of the listed entity are in
accordance with the applicable Secretarial
Standards (SS) issued by the Institute of
Company Secretaries India (ICSI).
We
have
examined
the
Secretarial
Standards issued by Institute of Company
Secretaries of India and as notified by
Ministr of Corporate Affairs.
Adoption and timely updation of the
Policies:
All applicable policies under Securities
Exchange
Board
of
India
('SEBI')
Regulations are adopted with the approval
of Board of Directors of the listed entity.
All the policies are in conformity with SEBI
Regulations and has been reviewed &
timely updated as per the regulations /
circulars /guidelines issued by SEBI.
Compliance
Status
(Yes/No/NA)
Yes
Yes
Observations/
Remarks by PCS

, Digitally signed by TIWARI TIWARI SHASHIKANT SHASHIKANT Date: 2023.os 11 1 s:46:49 +os•30· 11-F, Pocket Four I MayurVihar Phase One I Delhi - 110 091 I Tel. +91-11-2271 0514 [email protected] I www.cacsindia.com

Page 2 of 6

. . . .... , .... ,..,® CACS CHAND�flSEKAitflN ASSOCIATES® Co,po Actions, Concntta Salutlona Ci:) COMPANY SECRETARJES

3.
4,
5.
6,
7.
 Maintenance
and
disclosures
on
Website:
The listed entity is maintaining a functional
website
Timely dissemination of the documents/
information under a separate section on
the website
Web-links provided in annual corporate
governance
repors
under
Regulation
27(2) are accurate and specific which
redirects to the relevant document(s)/
section of the website.
Disqualification of Director:
None of the Director of the Company are
disqualified
under
Section
164
of
Companies Act, 2013.
To
examine
details
related
to
Subsidiaries of listed entity:
a) Identification of material subsidiary
companies
b) Requirements
with
respect
to
disclosure of material as well as other
subsidiaries
Preservation of Documents:
The
listed
entity
is
preserving
and
maintaining records as prescribed under
SEBI Regulations and disposal of records
as per Policy of Preservation of Documents
and Archival policy prescribed under SEBI
LODR Regulations, 2015.
Performance Evaluation:
The
listed
entity
has
conducted
performance
evaluation
of the
Board,
Independent Directors and the Committees
at the start of every financial year as
prescribed in SEBI Regulations.
Earlier, it was not mandatory to conduct
the Board evaluation at the star of
financial
year.
However,
pursuant
to
introduction of new format of Annual
secretarial
compliance
report,
it
is
recommended
to
devise
the
tools
Yes
Yes
Yes
Yes
Yes
Yes

TIWARI OigilallysignedbyTIWARI , '5HASHIKANT SHASHIKANT Oate:2023.os 111s:41:1s+os•30•

11-F, Pocket Four I MayurVihar Phase One I Delhi -110 091 I Tel. +91-11-2271 0514 [email protected] I www.cacsindia.com

Page 3 of 6

CttflND�flSEKflRflN ASSOClflTn® COMPANY SECRETARIES

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8.
9.
10.
11.
12.		 Cor
Acon C Suon C

COMPANY SECRETARIES
pertaining to perormance evaluation in
such a manner that the performance
evaluation of the Board is conducted at the
beginning of financial year.
Related Pary Transactions:
(a) The listed entity has obtained prior
approval of Audit Committee for all
Related party transactions.
(b) In case no prior approval obtained, the
listed
entity
shall
provide detailed
reasons
along
with
confirmation
whether
the
transactions
were
subsequently
approved/ratified/rejected by the Audit
committee.
Disclosure of events or information:
The listed entity has provided all the
required disclosure(s) under Regulation 30
along with Schedule III of SEBI LODR
Regulations, 2015 within the time limits
prescribed thereunder.
Prohibition of Insider Trading:
The listed entity is in compliance with
Regulation 3(5) & 3(6) SEBI (Prohibition of
Insider Trading) Regulations, 2015
Actions
taken
by
SEBI
or
Stock
Exchange{s). if any:
No Actions taken against the listed entity/
its promoters/directors/ subsidiaries either
by SEBI or by Stock Exchanges (including
under the Standard Operating Procedures
issued by SEBI through various circulars)
under SEBI
Regulations and circulars/
guidelines issued thereunder.
Additional Non-compliances, if any:
Additional non-compliance observed for all
SEBI regulation/circular/guidance note etc.
Yes
N.A.
Yes
Yes
No
No
The Company has
obtained the prior
approval of Audit
Committee for
all
Related
party transactions
No
Actions
taken
against the listed
entity/
its
promoters/directors
/ subsidiaries either
bySEBI orbyStock
Exchanges
(including
the
Operating
Procedures
by
SEBI
under
Standard
issued
through
various
circulars)
under
SEBI
Regulations
and
circulars/·guidelines
issued thereunder.
No non-compliance
observed
for
all
SEBI
regulation/circular/
guidance note etc.

Digitally signed by TIWARI i, SHASHIKANT

TIWARI

11-F, Pocket Four I Mayur Vihar Phase One I Delhi - 110 091 I Tel. +91-11-2271 0514 [email protected] I www.cacsindia.com

Page 4 of 6

Cttfl.NDRASEKflRflN fiSSOClfl I E'S[®] COMPANY SECRETARIES

======® CACS Corporate Actions, Concrata Solutlo,ts C>

Further, based on the above examination, we hereby report, during the review period that:

  • ([a] ) The listed entity has complied with the prov1s1ons of the above Regulations and circulars/ guidelines issued thereunder, except in respect of matters specified below:-
S.No
Compliance		 Regulation/ Deviations Action Type of Details of Fine Observations Managem Remarks
Requirement Circular No. Taken by Action Violation Amount / Remarks of ent
(Regulations/ Advisory/ (INR) the Response
circulars Clarification Practicing
/guidelines /Fine/Show Company
including Cause Secretary
specific clause) Notice/
Warning, etc
Not Applicable during the review period

(b) The listed entity has taken the following actions to comply with the observations made in previous reports:

S.No
1
2
Compliance
Regulation/
Deviations
Action
Requirement
Circular No.
Taken
(Regulations/
by
circulars
/guidelines
including
specific clause)
SEBI (Prohibition
Regulation 7
During
the
SEBI
of Insider Trading
period
against
Regulation), 2015
October 01,
the
2018
to
listed
December
entity
31,
2018
two
SEBI (Prohibition
Regulation 7
designated
SEBI
of Insider Trading
persons
against
Regulation), 2015
had traded
the
and
not
Complia
disclosed
nee
their trades
Officer
in terms of
Regulation
7
of
PIT
Regulations
to
the
Company.
The
listed
entity
and
Compliance
Officer
should
have
ascertained
the
trades
done by the
said
designated
persons
basis
Type of Action
Details of
Fine
Advisory/
Violation
Amount
Clarification
/Fine/Show
Cause
Notice/
Warning, etc.
SEBI
vide
During the
The
show
cause
period
listed
notice
dated
October
entity
&
September
01,
2018
Complian
11,
2020
to
ce Ofcer
stated
that
December
proposed
the
listed
31,
2018
to
settle
entity
and
two
the
Compliance
designate
instant
Officer should
d persons
proceedi
have
had
ngs
ascertained
traded
initiated
the
trades
and
not
against
done by the
disclosed
them,
said
their
without
designated
trades
in
admitting
persons basis
terms
of
or
weekly
Regulation
denying
benpos
and
7
of
PIT
the
suo-moto
Regulation
findings
should
have
s
to
the
of
fact
disclosed
the
Company.
and
violations.
SEBI vide
conclusio
show
n of law,
cause
through
notice
a
dated
settleme
Septembe
nt
order
r 11, 2020 and
stated
Applicati
that
the
ons filed
listed
under
entity and
SEBI
Complianc
(Settlem
e
Officer
ent
of		 S.No
1
2
Compliance
Regulation/
Deviations
Action
Requirement
Circular No.
Taken
(Regulations/
by
circulars
/guidelines
including
specific clause)
SEBI (Prohibition
Regulation 7
During
the
SEBI
of Insider Trading
period
against
Regulation), 2015
October 01,
the
2018
to
listed
December
entity
31,
2018
two
SEBI (Prohibition
Regulation 7
designated
SEBI
of Insider Trading
persons
against
Regulation), 2015
had traded
the
and
not
Complia
disclosed
nee
their trades
Officer
in terms of
Regulation
7
of
PIT
Regulations
to
the
Company.
The
listed
entity
and
Compliance
Officer
should
have
ascertained
the
trades
done by the
said
designated
persons
basis
Type of Action
Details of
Fine
Advisory/
Violation
Amount
Clarification
/Fine/Show
Cause
Notice/
Warning, etc.
SEBI
vide
During the
The
show
cause
period
listed
notice
dated
October
entity
&
September
01,
2018
Complian
11,
2020
to
ce Ofcer
stated
that
December
proposed
the
listed
31,
2018
to
settle
entity
and
two
the
Compliance
designate
instant
Officer should
d persons
proceedi
have
had
ngs
ascertained
traded
initiated
the
trades
and
not
against
done by the
disclosed
them,
said
their
without
designated
trades
in
admitting
persons basis
terms
of
or
weekly
Regulation
denying
benpos
and
7
of
PIT
the
suo-moto
Regulation
findings
should
have
s
to
the
of
fact
disclosed
the
Company.
and
violations.
SEBI vide
conclusio
show
n of law,
cause
through
notice
a
dated
settleme
Septembe
nt
order
r 11, 2020 and
stated
Applicati
that
the
ons filed
listed
under
entity and
SEBI
Complianc
(Settlem
e
Officer
ent
of		 S.No
1
2
Compliance
Regulation/
Deviations
Action
Requirement
Circular No.
Taken
(Regulations/
by
circulars
/guidelines
including
specific clause)
SEBI (Prohibition
Regulation 7
During
the
SEBI
of Insider Trading
period
against
Regulation), 2015
October 01,
the
2018
to
listed
December
entity
31,
2018
two
SEBI (Prohibition
Regulation 7
designated
SEBI
of Insider Trading
persons
against
Regulation), 2015
had traded
the
and
not
Complia
disclosed
nee
their trades
Officer
in terms of
Regulation
7
of
PIT
Regulations
to
the
Company.
The
listed
entity
and
Compliance
Officer
should
have
ascertained
the
trades
done by the
said
designated
persons
basis
Type of Action
Details of
Fine
Advisory/
Violation
Amount
Clarification
/Fine/Show
Cause
Notice/
Warning, etc.
SEBI
vide
During the
The
show
cause
period
listed
notice
dated
October
entity
&
September
01,
2018
Complian
11,
2020
to
ce Ofcer
stated
that
December
proposed
the
listed
31,
2018
to
settle
entity
and
two
the
Compliance
designate
instant
Officer should
d persons
proceedi
have
had
ngs
ascertained
traded
initiated
the
trades
and
not
against
done by the
disclosed
them,
said
their
without
designated
trades
in
admitting
persons basis
terms
of
or
weekly
Regulation
denying
benpos
and
7
of
PIT
the
suo-moto
Regulation
findings
should
have
s
to
the
of
fact
disclosed
the
Company.
and
violations.
SEBI vide
conclusio
show
n of law,
cause
through
notice
a
dated
settleme
Septembe
nt
order
r 11, 2020 and
stated
Applicati
that
the
ons filed
listed
under
entity and
SEBI
Complianc
(Settlem
e
Officer
ent
of		 Observatio
ns/
Remarks of
the
Practicing
Company
Secretary
Managem
ent
Response		 Remarks









No
remarks,
the
said
issue
relates to
previous
financial
year
and
as
confirmed
by
the
managem
ent
the
listed
entity
&
complianc
e
Officer
remitted
the
amount to
SEBI.		 The listed
entity
&
complianc
e
Officer
remitted
the
amount to
SEBI.		 N.A
TIWARI
SHASHIKANT
Digitally signed by TIWARI
SHASHIKANT
Date:2023 05,17 15:47:53
+05'30'

11-F, Pocket Four I Mayur Vihar Phase One I Delhi - 110 091 I Tel. +91-11-2271 0514 [email protected] I www.cacsindia.com

Page 5 of 6

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weekly should Administr
benpos and have ative and
suo-moto ascertaine Civil
should d
the		 Proceedi
have trades ngs)
disclosed done
by		 Regulatio
the the
said		 ns, 2018.
violations. designate
dpersons Two
basis separate
weekly settleme
benpos nt orders
and
sue-		 both
mote dated
should May
13,
have 2022,
disclosed have
the been
violations. passed
The by
the
proceedin adjudicat
gs
were		 Ing
initiated Authority
against on
them. payment
of
settleme
nt
amount
of
Rs.
5,47,188
!-
for
Company
and
Rs.
10,62,50
0/-
for
Complian
ce
Officer.

(c) The listed entity has suitably included the conditions as mentioned in para 6(A) and 6(B) of the SEBI Circular CIR/CFD/CMDl/114/2019 dated October' 18, 2019 in terms of appointment of statutory auditor of the Listed entity.

For Chandrasekaran Associates Company Secretaries FRN:P1988DE002500 Peer Review Certificate No: 1428/2021

TIWARI �:1�:�����1:Nr SHASH I KANT _.[Da\e: 2023.05.17 ] 15:48:12 +05'30'

Shashikant Tiwari Partner Membership No. F11919 Certificate of Practice No. 13050 UDIN:F011919E000318445

Date: May 17, 2023 Place: Delhi

CERTIFIED TRUE COPY

c:S;tQt.�a.�-1-a ve._ T. K. Srivastava Company Secretary For UNO Minda Limited

11-F, Pocket Four I Mayur Vihar Phase One I Delhi - 110 091 I Tel. +91-11-2271 0514 [email protected] I www.cacsindia.com

Page 6 of 6

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