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UNO Minda Limited Board/Management Information 2021

Dec 10, 2021

61248_rns_2021-12-10_2f579fc1-015e-4fe8-909b-bd791298147b.pdf

Board/Management Information

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THINK . INSPIRE. FLOURISH

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Minda Industries Ltd.

Ref. No. Z-IV/R-39/D-2/NSE/207 & 174 Date : 10/12/2021

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• MINDA [ ]

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: MINDAIND BSE Scrip: 532539

Sub:-Outcome of the Board Meeting

  • 1) Formation of Joint Venture in India with FRIWO for EV products

  • 2) Investment in FRIWO AG

  • 3) Incorporation of wholly owned subsidiary companies

  • 4) Expansion of the Gujarat Plant of Minda Kosei Aluminum Wheel Private Limited

  • 5) Expansion of the 2 Wheel-Alloy Wheel plant of the Company situated at Supa, Maharashtra

Dear Sir(s),

We wish to inform that at meeting of the Board of Directors of the Company held today i.e. Friday, December 10, 2021, the following matters were approved by the Board: -

1) Formation of Joint Venture in India with FRIWO for EV products

The Board approved to enter into joint venture agreement with FRIWO AG, Germany and its affiliates ("FRIWO") and accordingly to make a joint venture company with FRIWO for EV products and authorised to make investment upto Rs. 71 crore from time to time in one or more tranches over next three years for 50.1% stake in proposed joint venture Company in India subject to the requisite approval of appropriate authority if any. The JV Company will be a subsidiary of Minda Industries Limited.

The total capital expenditure to be incurred over the period of six years in the proposed joint venture company would be Rs. 388 Crore (Approx.).

FRIWO AG through its subsidiary FRIWO GmbH has a subsidiary in India namely Friemann and Wolf India Private Limited. Existing Business of Friemann and Wolf India Private Limited will be transferred to the joint venture company.

Pursuant to the Regulation 30 of SEBI (LODR) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated 9 September, 2015, the requisite details against the aforesaid matter is attached as Annexure-I, to this letter. 2) Investment in FRIWO AG, Germany The Board approved and authorized to invest directly or through its overseas subsid.iary·. - in FRIWO AG, a public listed company duly organized and existing under the lawf 9 f/ �" �['][00][ ')][][1 ] :[Delhi ][)°?.] ------������� ------ MINDA INDUSTRIES LTD. (Corporate) Village Nawada Fatehpur, P.O. Sikanderpur Bodda, ManesapR8t -=-=-=-=-=-= =-�,;��--ri:-� f'flrif't Haryana • 122004, INDIA. T: +91 124 2290427 /28, 2290693/94/96 Fax: +91 124 2290676/95, Emaff' • [email protected], www.unominda.com, Regd. Office : B-64/1, Wazirpur Industrial Area, Delhi-110052, CIN : L7 4899DL 1992PLC050333

Germany, for a total value of EUR 15 Million at market linked prices Lo have a minority stake in FRIWO. This investment is subject to approval of Reserve Bank of India ("RBI") under Overseas Direct Investment ("ODI") guidelines and other approval if any required.

Pursuant to the Regulation 30 of SEBI (LODR) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated 9 September, 2015, the requisite details against the aforesaid matter is attached as Annexure-11, to this letter

3)[Incorporation of wholly owned subsidiary companies]

Board approved and authorized to incorporate two (2) wholly owned subsidiary companies of Minda Industries Limited in the following name or any other name as may be approved by Registrar of Companies, NCT of Delhi & Haryana (ROC) and to make investment by way of subscription to the Memorandum and Articles of Association of these proposed companies as under:

No. Name of the proposed
wholly ownedsubsidiary
companies or any other
name as may be approved
byROC		 Proposed
Initial
Authorised Capital (In
Rs.)		 Proposed
Initial
Authorised Capital (In
Rs.)		 Proposed
Investment {In Rs.)
1 UNO Minda EVSystems
Private Limited		 5,00,000 2,50,500
2 UNO Minda Auto Systems
Private Limited		 1,00,000 1,00,000

Pursuant to the Regulation 30 of SEBI (LODR) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated 9 September, 2015, the requisite details against the aforesaid matter is attached as Annexure-11I, to this letter.

4)[E][pansion of the Gujarat Plant of Minda Kosei Aluminum Wheel Private Limited]

Minda Kasei Aluminum Wheel Private Limited, a material subsidiary of the Company manufactures aluminium alloy wheel for OEMs. Minda Kasei has two plants in India. One plant is located in Bawal, Haryana and another plant in Dekavada, Gujarat.

Minda Kosei has proposed expansion of its Gujarat Plant capacity from 90,000 wheel/ month to 1,20,000 wheel/ month. Board reviewed the Detailed Project Report (DPR) of Minda Kasei. The project cost approved is Rs. 74 Crore. The expanded production is expected to start in Ql of the FY 2023-24.

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- 5) Expansion of the 2 Wheel Alloy Wheel plant of the Company situated at Supa, Maharashtra

Board approved the expansion of the 2 Wheel-Alloy Wheel plant of the Company situated at Supa, Maharashtra. The project cost approved is Rs. 190 Crore. The expansion project is expected to be commissioned in Q4 of the FY 2022-23.

Pursuant to the Regulation 30 of SEBI (LODR) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated 9 September, 2015, the requisite details against the aforesaid matter is attached as Annexure-V, to this letter.

The meeting commenced at 3:30 pm and concluded at 4:30 pm.

It is for your information and records please.

Thanking you.

Yours faithfully,

For MINDA INDUSTRIES LTD.

elhi 3 'o('-.vCt.Jl _Ul-� f' � umar Srivastava * Company Secretary & Compliance Officer n , f.-r.a, LJ:>.

Encl: As above.

Page 3 of 11

Annexure-1

(Formation of Joint Venture in India with FRIWO for EV products)

Disclosure under sub-para (5) of Para A of Part A of Schedule Ill to the Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Sr.
No.		 Details of events that need to be provided
a) Name(s) of parties with whom the agreement is FRIWO GERATEBAU Gmbh, FRIEMANN
entered;
& WOLFINDIAPRIVATE LIMITED and
FRIWO AG
b) Purpose of entering into the agreement;
The Parties will execute the joint
venture agreement for incorporation of
a new joint venture company for the
purpose of carrying out the business of
EVproducts.
c) Shareholding, if any, in the entity with whom
the agreement is executed;
The Company does not hold any
shareholding with the entities with
whom the agreement is executed.
In the joint venture company to be
incorporated, the stake will be as
under:
Minda Industries Ltd.: 50.10%
FRIWO GERATEBAU GmbH: 49.90%
d)
Significant terms of the agreement (in brief)
special rights like right to appoint directors, first
right to share subscription in case of issuance of
shares, right to restrict any change in capital
structure etc.;
1) The Board of joint venture
company shall comprise of: two
(2)
Directors nominated by
Minda,
two
(2)
Directors
nominated by FRIWO GmbH,
and
such
number
of
Independent Directors to be
appointed as may be required
under applicable Law.
2) Any
further
issuance
of
Securities by the JV Company
shall
be
made
to
the
Shareholders
in
direct
proportion to the shareholding
ratio set out above. The JV
Company shall not permit and
none of the Parties shall procure
the JV Company to permit, any
change in the shareholding ratio
set out above,
except in

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Page 4 of 11

Whether, thesaidparties are related to
promoter/promoter group/ group companies in
any manner. If yes, nature of relationship;
Whether the transaction would fall within
related party transactions? If yes, whether the
same is done at "arm's length";
In case of issuance of shares to the parties,
details of issue price, class of shares issued;
Any
other
disclosures
related
to
such
agreements, viz., details of nominee on the
board of directors of the listed entity, potential
conflictofinterestarisingout ofsuch
agreements, etc;		 Whether, thesaidparties are related to
promoter/promoter group/ group companies in
any manner. If yes, nature of relationship;
Whether the transaction would fall within
related party transactions? If yes, whether the
same is done at "arm's length";
In case of issuance of shares to the parties,
details of issue price, class of shares issued;
Any
other
disclosures
related
to
such
agreements, viz., details of nominee on the
board of directors of the listed entity, potential
conflictofinterestarisingout ofsuch
agreements, etc;		 compliance with the other
provisions of this Agreement
e)
The parties with whom the joint
venture agreement will be executed do
not belong to
promoter/promoter
group/ group companies of Minda
Industries Ltd. in anymanner
f)
g)
h)


i) Details about termination
a) Name ofparties to the agreement; Not Applicable
b) Nature of the agreement;
c)
d)		 Date of execution of the agreement;
Details of amendment and impact thereof
or reasons of termination and impact
thereof.

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Page 5 of 11

Annexure - II

(Investment in FRIWO AG)

Disclosure under sub-para (1) of Para A of Part A of Schedule Ill to the Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Sr.
No.		 Sr.
No.		 Details of events that need to be provided
Name of the target entity, details in brief FRIWO AG, Germany
such as size,turnover etc.;
Whether the acquisition would fall within It is not a related party transaction
related party transaction(s) and whether under the Companies Act 2013 and the
the promoter/ promoter group/ group promoter/ promoter group/ group
companies have any interest in the entity companies of Minda Industries Ltd. do
being acquired?
not have any interest in FRIWO AG
If yes,nature of interest anddetails
thereof and whether the same is done at
"arms-length";
Industry to which the entitybeingInnovative
system
providers
of
acquired belongs;
intelligent power supply and drive
solutions
Objects
and
effects
of
acquisitionTo strengthen the partnership with
(including but not limited to, disclosure of FRIWO AG via primary equity infusion.
reasons for acquisition of target entity, if
its business is outside the main line of
business of the listed entity);
Briefdetailsof any governmental or Investment is subject to approval of
regulatory approvals required for the Reserve Bank of India.
acquisition;		 Details of events that need to be provided
Name of the target entity, details in brief FRIWO AG, Germany
such as size,turnover etc.;
Whether the acquisition would fall within It is not a related party transaction
related party transaction(s) and whether under the Companies Act 2013 and the
the promoter/ promoter group/ group promoter/ promoter group/ group
companies have any interest in the entity companies of Minda Industries Ltd. do
being acquired?
not have any interest in FRIWO AG
If yes,nature of interest anddetails
thereof and whether the same is done at
"arms-length";
Industry to which the entitybeingInnovative
system
providers
of
acquired belongs;
intelligent power supply and drive
solutions
Objects
and
effects
of
acquisitionTo strengthen the partnership with
(including but not limited to, disclosure of FRIWO AG via primary equity infusion.
reasons for acquisition of target entity, if
its business is outside the main line of
business of the listed entity);
Briefdetailsof any governmental or Investment is subject to approval of
regulatory approvals required for the Reserve Bank of India.
acquisition;		 Details of events that need to be provided
Name of the target entity, details in brief FRIWO AG, Germany
such as size,turnover etc.;
Whether the acquisition would fall within It is not a related party transaction
related party transaction(s) and whether under the Companies Act 2013 and the
the promoter/ promoter group/ group promoter/ promoter group/ group
companies have any interest in the entity companies of Minda Industries Ltd. do
being acquired?
not have any interest in FRIWO AG
If yes,nature of interest anddetails
thereof and whether the same is done at
"arms-length";
Industry to which the entitybeingInnovative
system
providers
of
acquired belongs;
intelligent power supply and drive
solutions
Objects
and
effects
of
acquisitionTo strengthen the partnership with
(including but not limited to, disclosure of FRIWO AG via primary equity infusion.
reasons for acquisition of target entity, if
its business is outside the main line of
business of the listed entity);
Briefdetailsof any governmental or Investment is subject to approval of
regulatory approvals required for the Reserve Bank of India.
acquisition;		 Details of events that need to be provided
Name of the target entity, details in brief FRIWO AG, Germany
such as size,turnover etc.;
Whether the acquisition would fall within It is not a related party transaction
related party transaction(s) and whether under the Companies Act 2013 and the
the promoter/ promoter group/ group promoter/ promoter group/ group
companies have any interest in the entity companies of Minda Industries Ltd. do
being acquired?
not have any interest in FRIWO AG
If yes,nature of interest anddetails
thereof and whether the same is done at
"arms-length";
Industry to which the entitybeingInnovative
system
providers
of
acquired belongs;
intelligent power supply and drive
solutions
Objects
and
effects
of
acquisitionTo strengthen the partnership with
(including but not limited to, disclosure of FRIWO AG via primary equity infusion.
reasons for acquisition of target entity, if
its business is outside the main line of
business of the listed entity);
Briefdetailsof any governmental or Investment is subject to approval of
regulatory approvals required for the Reserve Bank of India.
acquisition;
a)
b)
c)
d)
e)
f)
g)		 Indicative time period fr completion of
the acquisition;		 March, 2022
Cash
h)
i)
j)
~~-��-~~
,,
Page6

Page 6 of 11

manufacturing, inter a/ia, power supply, chargers, motor control units and other products for various sectors and geographies. Year of incorporation: 1967 Turnover (Console) of last three years (Million in Euro): 31.12.2020: 99.4 31.12.2019: 95.8 31.12.2018: 120.53

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Page 7 of 11

Annexure - Ill

{Incorporation of wholly owned subsidiary companies)

Disclosure under sub-para {1) of Para A of Part A of Schedule Ill to the Regulation 30 of SEBI {Listing Obligations and Disclosure Requirements) Regulations, 2015

Sr. Details of events that need to Wholly owned subsidiary 1 Wholly
owned
No. beprovided subsidiary 2
a) Name of the target entity, It is proposed to incorporate It
is
proposed
to
details in brief such as size, a new company in the name incorporate
a
new
turnover etc.; of UNO Minda EV Systems company in the name of
Private Limited or any other UNO
Minda
Auto
name as may be approved by Systems Private Limited
ROC or any other name as
may be approved by
ROC
b) Whether the acquisition would Formation of a wholly owned Formation of a wholly
fall
within
related
party		 subsidiary or subscription of owned subsidiary or
transaction{s) and whether the shares of a wholly owned subscription of shares
promoter/ promoter group/ subsidiary does not fall under of a wholly owned
group companies have any the definition of the related subsidiary does not fall
interest in the entity being party transactions as per the under the definition of
acquired? Companies Act 2013. the
related
party
transactions as per the
If yes, nature of interest and Companies Act 2013.
details thereof and whether
the same is done at "arms­
length";
c) Industry to which the entity Auto Components Auto Components
beingacquired belongs;
d) Objects
and
effects
of		 This Company will be used for It will help the Company
acquisition (including but not the proposed joint venture to
cater
the
new
limited
to,
disclosure
of		 with
FRIWO
GERATEBAU		 business related to auto
reasons for acquisition Gmbh, FRIEMANN & WOLF components business
of target entity, if its business is INDIA PRIVATE LIMITED and
outside the main line of FRIWO AG
business of the listed entity);
e) Brief
details
of
any		 N.A. N.A.
governmental or regulatory
approvals required for the
acquisition;
f) Indicative time period for March, 2022 March, 2022
completion of the
acquisition;
g) Nature of consideration - Cash Cash
whether cash consideration or
Page8of11
share swap and details of the
same;
Cost of acquisition or the price
at which the shares are
acquired;
Percentage of shareholding /
control acquired and_I_or
number of shares acquired;
h)
Rs. 2,50,500 Rs. 1,00,000
i)
100%
 100%
j) Brief background about the
entity acquiredinterms of
products/line
of
business
acquired,
date
of
incorporation, history of last 3
years turnover, country in
which the acquired entity has
presence
and
any
other
significant
information
(in
brief);
Not applicable







 Not applicable

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Page 9 of 11

Annexure - IV

(Expansion of the Gujarat Plant of Minda Kosei Aluminum Wheel Private Limited)

Disclosure under sub-para (3) of Para B of Part A of Schedule Ill to the Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Sr.
No.		 Details of events that need to be provided for Capacity addition
Existingcapacity;
90,000 wheel/month		 Details of events that need to be provided for Capacity addition
Existingcapacity;
90,000 wheel/month
a) Existingcapacity;
b) Existingcapacityutilization; 100%
c) Proposed capacityaddition; 30,000 wheel /month
The expanded production is expected to
start inQl of the FY 2023-24.
d)
Period within which the proposed
capacityis to be added;
e)
Investment required;		 Rs. 74 Cr
f)
Mode of financing;
g)
Rationale.		 Internal accruals & debts
Increase in customers demand

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Page 10 of 11

Annexure-V

(Expansion of the 2 Wheel-Alloy Wheel plant of the Company situated at Supa Maharashtra)

Disclosure under sub-para (3) of Para B of Part A of Schedule Ill to the Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Sr.
No.		 Details of events that need to be provided for Capacity addition Details of events that need to be provided for Capacity addition
a) Existingcapacity; 3,00,000 Wheelsper month
b) Existingcapacityutilization; 75%
c) Proposed capacityaddition; 1,70,000 Wheelsper month
d) Period within which the proposed
capacityis tobe added;		 Q4 of the FY 2022-23
e) Investment required; Rs. 190 Cr
f) Mode of financing; Internal accruals & debts
g) Rationale.
Increase in customers demand

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Page 11 of 11

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