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UNO Minda Limited — Capital/Financing Update 2022
May 24, 2022
61248_rns_2022-05-24_0eb632e1-7349-49fb-810c-bc30597e25ce.pdf
Capital/Financing Update
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MINDA lll(•l[ l
THINK . INSPIRE . FLOURISH
Minda Industries Ltd.
Ref. No. Z-IV/R-39/D-2/NSE/207 & 174 Date : 24/05/2022
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
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1) Audited Financial Results (Standalone & Consolidated) for the Quarter and Year ended 31 March 2022
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2) Recommendation of final dividend on equity and preference shares
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3) Issue of Bonus Shares
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4[)] Raising of funds through issue of Debt Securities upto Rs.1000 Crores in one or more tranches.
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5[)] Approval for change of name of the Company from Minda Industries Limited to UNO Minda Limited and
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i) Alteration in the Memorandum of Association of the Company.
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ii) Adoption of amended· and restated Articles of Association of the Company.
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6) Amendment to UNO Minda Employees Stock Option Scheme 2019
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7) Postal Ballot Notice.
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8) Investment in equity shares of Takai Rika Minda India Private Limited, Joint Venture Company.
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9) Record dr1te for Dividend and Bonus issue
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10) The draft Scheme of Arrangement among Harita Fehrer Limited ('Transferor Company'), Minda Storage Batteries Private Limited ('Demerged company'), wholly owned subsidiaries of the Company and Minda Industries Limited ('Transferee Company'/'Resulting Company') and their respective Shareholders and Creditors
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11) Detailed Project Reports (DPR) of
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i) Minda Industries Vietnam Co. Ltd., step down subsidiary of the company for its expansion in Hanoi plant at Vietnam.
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ii) Mindarika Private Limited, subsidiary of the company for its expansion in the Chennai plant
Dear Sir(s),
We wish to inform that at meeting of the Board of Directors of the Company held today i.e. Tuesday, 24 May, 2022, the following matters were approved by the Board unanimously: -
- 1) Audited Financial Results (Standalone & Consolidated) for the quarter and year ended on 31 March, 2022.
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MINDA INDUSTRIES LTD. (Corporate) Village Nawada Fatehpur, P.O. Sikanderpur Bodda, Manesar, Distt. Gurgaon, Haryana - 12200-4, INDIA. T: +91 12-4 2290-427/28, 2290693/9-4/96 Fax: +91 12-4 2290676/95, Email - [email protected], www.unominda.com, Regd. Office : B-6-4/1, Wazirpur Industrial Area, Delhi-110052, CIN.: L7 -4899DL l 992PLC050333
- 2} Final dividend of Rs. 1/- per equity share on the face value of Rs. 2/- each i.e. 50% to the equity shareholders for the year ended on 31 March, 2022, subject to the approval of the shareholders at the Annual General Meeting. The Interim dividend of Rs. 0.50 per share on the face value of Rs. 2/- each i.e. 25% was paid to the equity shareholders during the quarter ended on 31 March, 2022, therefore the total dividend for the Financial Year ended on 31 March, 2022 aggregates to Rs. 1.50 per equity share of Rs. 2/- each i.e. 75%. and Rs. 0.01 per 0.01% non-convertible redeemable preference shares of the company.
Pursuant to Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are enclosing herewith the following statements, duly approved/signed (Annexure I}: -
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a) Audited Standalone Financial Results for the quarter and year ended on 31 March 2022.
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b) Auditors' Report on the Audited Standalone Financial Results for the quarter and year ended on 31 March, 2022.
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c) Audited Consolidated Financial Results for the quarter and year ended on 31 March 2022.
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d) Auditors' Report on the Audited Consolidated Financial Results for the quarter and year ended on 31 March, 2022.
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e) Declaration for unmodified opinion in terms of Regulation 33(3)(d) as amended by SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2016 for both Audited Standalone and Consolidated Financial Results for the Quarter and Year ended on 31 March, 2022.
3[)][Issue of Bonus Shares]
Board discussed, approved and recommended the issue of Bonus Shares to the shareholders of the company in the ratio of 1 (one) Bonus equity share of Rs. 2 each fully paid up for every 1 (one) existing equity share of Rs. 2 each fully paid up (in the ratio of 1:1) held by the shareholders as on the "Record Date", subject to the shareholders and other regulatory approval, as may be required in this regard.
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
4) Raising of funds through issue of Debt Securities upto Rs.1000 Crores in one or more tranches
Board considered the proposal for fund raising upto Rs. 1000 Crores through secured or: unsecured Bonds/Non-Convertible Debentures (NCDs)/other permissible Debt Securities, on private placement basis, in one or more tranches, during a period of one year from the date of passing of Special Resolution by shareholders for company's growth strategy and to augment the long term resources of the company for meeting funding requirements of its business activities and general corporate and other purposes.
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Board gave its approval to seek shareholders' approval, to issue the debt securities, including but not limited to Bonds and Non-Convertible Debentures (NCDs) upto Rs. 1000 Crores, on a private placement basis in one or more tranches in domestic and/or overseas market from eligible investors on such terms and conditions as may be determined / considered appropriate by the Board or any committee thereof, as per the applicable provisions of the Companies Act, 2013 and SEBI Regulations.
5) Approval for change of name of the company from Minda Industries Limited to UNO Minda Limited
The Ministry of Corporate Affairs, Office of the Registrar of Companies, Central Registration Centre, Govt. of India vide its letter dated May 19, 2022, has issued name reservation certificate stating that there is no objection in the availability of the changed name UNO Minda Limited from the existing name Minda Industries Limited.
The Board is of the opinion that the Company's entire sales are under the Trade Mark "UNO Minda" and the Company is largely known, well established and reputed as "UNO Minda" in auto components industries across the globe as such adopting the company name UNO Minda will have the following benefits: -
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✓Ensure uniformity and consistency
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✓ Helps in unique and distinctive brand identity
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✓Don't have to investment in two brands. Gradually can be implemented across other legal entities
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✓Increases association amongst internal stakeholder
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✓The Company has created UNO Minda brand for its products for OEMs as well as aftermarket. Unifying product and legal entity brand will further strengthen the brand.
The Board approved the change of the name of the Company from "Minda Industries Limited" to "UNO Minda Limited" subject to shareholders, all necessary and regulatory and statutory approvals.
The proposed change of name of the company would not result in change of the legal status or constitution or· operations or activities of the company, nor would it affect any rights or obligations of the company or the members / stakeholders and would be subject to approval of Ministry of Corporate Affairs.
Consequent upon change of name of the Company, the alteration in the memorandum of association of the company and adoption of amended and restated articles of association of the company are required to be approved by obtaining approval of the shareholders by way of special resolution. The existing Memorandum of Association ("MoA") of the Company and Articles of Association ("AoA") of the Company are as per the erstwhile Companies Act, 1956 and contain reference to the provisions of erstwhile Companies Act, 1956 which have been amended in the Companies Act, 2013 under the new provisions. It is proposed to seek shareholders consent to amend the MoA and AoA with the provisions of the Companies Act, 2013 to bring them in line with the reference of the prevailing sections.
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6} Amendment to UNO Minda Employees Stock Option Scheme 2019
Minda Industries Ltd. ("Company" adopted the UNO Minda Stock Option Scheme 2019, which is being implemented by the Company.
SEBI, vide its notification dated August 13, 2021 amended and merged the SEBI (Share Based Employee Benefits) Regulations, 2014 and SEBI {Issue of Sweat Equity) Regulations, 2002 into a single regulation called SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.
As per this amended Regulations, the definition of employees also covered the employees of the group companies including the associate companies & subsidiaries companies and removed the word permanent from the nature of employee. In the existing scheme, the employees of the associate group companies not included.
In view of the above notification, Board proposed to amend inter alia the existing definition of "employees" and other relevant changes to align with the new changes in Regulations in the aforesaid Scheme and to seek shareholders' approval and other regulatory and statutory authorities.
7} Postal Ballot Approval
The Postal Ballot Notice, as approved by the Board, is to be sent to the shareholders of the company for the following matters, as per the activities schedule: -
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1) Regularisation of appointment of Mr. Rajiv Batra (DIN: 00082866) as an Independent Director of the Company
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2) Regularisation of appointment of Mr. Satish Balkrishna Borwankar {DIN: 01793948) as an Independent Director of the Company
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3) To approve the issue of Bonus Shares
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4) Amendment to UNO Minda Employee Stock Option Scheme, 2019
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5[)][To approve the raising of funds of upto Rupees 1000 Crores through issue of Debt] Securities in one or more tranches
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6) To consider and approve the change in name of the Company
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7) Alteration in the Memorandum of Association of the Company
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8) Adoption of amended and restated Articles of Association of the Company
8) Investment in equit shares of Tokai Rika Minda India Private Limited. Joint Venture Company.
Board approved to invest in the equity shares of Tokai Rika Minda India Private Limited (Tokai Rika Minda) under right issue, aggregating to Rs. 25 Crores (Rupees Twenty Five Crores ).
Tokai Rika Minda is a Joint Venture between Tokai Rika Co., Ltd, Japan ("TRJ") and Minda Industries Ltd. ("MIL") in which TRJ holds Seventy percent (70%) equity shares and MIL holds Thirty percent (30%) of equity shares of the said company, engaged in the manufacturing of safety and security systems, electronic components and automotive switches.
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-111, to this letter. __,.. �- •rr ... ',"':..... \ ..9� ..PD, i � \ �_
9[)][Record date for Final Dividend and Bonus issue]
In compliance of Regulation 42 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, it is hereby informed that the Record Date has been fixed as June 10, 2022, for the purpose of:
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taking the record of eligible shareholders/beneficial owners for payment of final equity dividend as may be approved by the shareholders at the ensuing 30[th] annual general meeting of the company;
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b. taking the record of eligible shareholders/beneficial owners for payment of dividend on preference shares; and
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c. determining the eligibility of shareholders/beneficial owners, who shall be entitled to receive the Bonus shares, as may be, approved by the shareholders through the process of Postal Ballot.
10) Draf Scheme of Arrangement of two wholly owned subsidiary companies with the Company
Board discussed and approved the draft Scheme of Arrangement of Harita Fehrer Limited ('Wholly Owned Subsidiary/Transferor Company') and Minda Storage Batteries Private Limited ('Wholly Owned Subsidiary/Demerged Company'), with Minda Industries Limited ('Holding Company/Transferee Company') and their respective shareholders and creditors.
The proposed composite scheme entails demerger of domestic business of Minda Storage Batteries Private Limited and vesting into Minda Industries Limited and merger of Harita Fehrer Limited into Minda Industries Limited.
The aforesaid Draft Scheme of Arrangement is subject to necessary Statutory and Regulatory approvals including the approval of the Jurisdictional National Company Law Tribunals, respective Shareholders and Creditors.
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-lV, to this letter.
11) Board reviewed and approved the following Detailed Project Report(s):-
a) Minda Industries Vietnam Company Limited (MIVCL, Step Down Subsidiary of the Company for manufacturing of lighting products in its plant situated at Hanoi Vietnam.
Minda Industries Vietnam Company Limited (MIVCL) is the step down subsidiary of the Company.
The proposal to start manufacturing of lighting products by MIVCL in its plant situated at Hanoi, Vietnam was placed before the Board. Board reviewed and approved to start manufacturing facility for lighting products there to meet out the customers' requirements. The total project cost of this project is Rs. 36.80 crores. The project is expected to be commissioned by December, 2022.
oustrie,s,<:<:,. Cb' 3 -· 'O � q
Pursuant to the Regulation 30 of SEBI (LODR), read with SEBI Circular # CIR/CFD/CMD/4/2015 dated 9 September, 2015, the requisite details against the aforesaid matter(s) are attached as Annexure-V to this letter.
- b) Mindarika Private Limited, Subsidiary of the Company for its expansion in the Chennai Plant.
Mindarika Private Limited (MRPL) is a subsidiary of the Company, engaged in the manufacturing of 4W switches.
Board reviewed and approved the proposal of its expansion in its Chennai plant due to new business in southern region. The total project cost approved is Rs. 72.89 crores. The commercial production is expected to start from January 2023.
Pursuant to the Regulation 30 of SEBI (LODR), read with SEBI Circular# CIR/CFD/CMD/4/2015 dated 9 September, 2015, the requisite details against the aforesaid matter(s) are attached as Annexure-VI to this letter.
The meeting commenced at 12.00 noon and concluded at 3.50 p.m.
These aforesaid results are also being made available on the website of the company at www.unominda.com
It is for your information and records please.
Thanking you.
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Encl: as above.
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MINDA JNOUSTRIES UMITED
REGO. OFFICE: B-64/1, WI\ZIRP!JR INDl!STRIAL AREA, DELHl-1 IOOSZ PII: 011-l7J7.\444, 0124-1.290�27 Fax: OlU-1290676 CIN: L 7489!>DLl992PLCOS03 3 Website: www.unomiadu.c:om
STA n'.MEITT OF STA NOA r.orrr AIJOIT&:D ASS!LTS hNO LIAUII.ITrES AS AT MARO! JI. ?U21
CIN: L 7489!DLl992PLCOS0 3 Webite:www.unomiadu.com STA nMEI OF STA NA r.or AIOID ASS!TS hNO LIAUII.ITrE AS AT MARO! JI. ?U21 |
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S.R. Ballibol & c.,. LLP, New Delhi
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MINDA INDUSTRIES LIMITED RF.CO. OFFICE, B-$-1/!, \V/,ZlllPUR INIJIJSTR!AI, AREA, OEUIH IUDSl I'll: llll-2737,:4<·1, 0Clol-:Il'IU427 F:, .: 012-1-1290676 nN: l.7dROQhT.tqoiPI cn;.OJJJ W,brite: www.anomiada.com
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S.R. Batlibol & Co. LLP, New Delhi
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|---|---|
S.R.[Batlibol & Co. LLP, New Delhi]
Notes on audited standalone financial results:
-
1) These standalone financial results of the Company have been prepared in accordance with the Indian Accounting Standards (Ind AS) as prescribed under Section 133 of the Companies Act 2013 read with Rule 3 of the Companies (Indian Accounting Standard) rules, 2015 and including regrouping in previous period in line with Schedule III (Division II) to the Companies Act 2013 and relevant amendments thereafter.
-
2) The above audited standalone financial results for the quatter and year ended March 31, 2022 have been reviewed by the Audit Committee and approved by the Board of Directors at their meetings held on 24 May 2022. These results have been audited by the statutory auditors of the Company under regulation 33 of the Securities and Exchange Board· of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The auditors have expressed an unmodified report on the above results.
-
3) During the qua1ter, the Company has:
-
a. Additional investment of Rs.1.79 crores in YA Auto Industries, a pattnership firm resulting in increase in holding from 5 I% to 87.50%.
-
b. Additional investment of Rs.3.63 crores in Auto Components, a partnership firm resulting in increase in holding f[r] om 48.90% stake to 95.00%.
-
c. Additional investment of Rs.61.20 crores in Minda Kosei Aluminum Wheel Private Limited, a partnership finn resulting in increase in holding from 70% stake to 77.35%.
-
d. Acquired 87.50% stake in Samaira Engineering, a partnership firm by making an investment of Rs. 8.88 crores.
-
e. Acquired 87.50% stake in S M Auto Industries, a pa1tnership firm by making an investment of Rs. 3.21 crores.
-
f. Merger of one of the subsidiary company, namely, !SYS RTS GmbH with one of the step down subsidiary company Uno Minda Europe GmbH (formerly known as 'Minda Delvis GmbH')
-
4) The Company is engaged in the business of manufacturing of auto components including auto electrical pa11s and its accessories and ancillary services. Accordingly, there is no separate reportable segment as per Ind AS I 08 - Operating Segments.
-
S) Exceptional items for the year ended March 31, 2022 and March 3 I, 2021 represents impairment of investments in associate / joint venture companies amounting to Rs.24.98 crores and Rs. IO crores respectively.
-
6) The Board of directors of the Company in its meeting held on 6 February 2020, accorded its consent for the scheme of amalgamation of Minda I Connect Private Limited (Transferor Company) with Minda Industries Limited (Transferee Company) subject to necessary approvals of shareholders, Creditors and other approvals and sanctions by the National Company Law Tribunal (NCLT), New Delhi. The requisite accounting will be done post receipt ofNCLT approval.
-
7) The Compa11y has rnadl' an assessment of the impact of the continuing COVID-19 pandemic on its current and future operations, liquidity pusition. and cash now giving due consideration to internal and external factors. The Company is continuously monitoring the situation and does not foresee any significant impact on its operations and financial position as at March 31, 2022. The Company will continue lo closely observe the evolving scenario.
3.R. i3atliboi & Co. LLP, New Delhi
!of Identification
8) The Board of directors at their meeting held today has considered and recommended :
-
a. a final dividend of Rs. I per equity share (nominal value of Rs. 2 per share) for the financial year ended March 31, 2022. Final dividend is subject to approval of shareholders.
-
b. a dividend of Rs, 0.0 I per 0.0 I% non-convertible redeemable preference share (nominal value of Rs.100 per share) for the financial year ended March 31, 2022.
-
c. Bonus issue of 1 (One) equity share of Rs.2 each for every I (One) equity shares of Rs.2 each held by shareholders of the Company on the record date.
-
9) The Statement includes the results for the quarter ended March 31, 2022 being the balancing figures between the audited figures in respect of the full financial year ended March 31, 2022 and the published unaudited year-to-date figures up to the end of the third quarter of the current financial year, which were subjected to a limited review by us, as required under the Listing Regulations.
Place: Gurugram, Haryana Date: 24 May 2022
For and on behalf of the Board of M;nd• �[p] ;µ ./ Chairman & Managing Director (NIRMAL K. MINDA)
S.R. Batllbnl & Co. LLP, New Delhi tor ldentl(icatlor
S.R. BATUB01 & Co. LLP Chartered Accountants
4th Floor, Office 405 World Marl< - 2, Asset No. 8 IGI Airport Hospitality District, Aerocity New Delhi· 110 037. lr.dia Tel ; +91 11 4681 9500
lndcpcmh:nt Auditor's Report on the Quarterly and Y car to Date Audited Standalone Finan1cial Results of the Company Pursuant to the Reg1J1lation 33 of the srWI (I ,isting Obligations and Disclosur.i Requirements) !Regulations, 2015, as amended
To
The Board of Directors of Minda industries Limited
Report on the audit oft.he Standalone Financial Results
Opinion
We have audited the accompanying statement of quarterly and year to date standalone (inancial results of Mindo Industries Limited (the ''Company") for the quarter ended March 31, 2022 and for the year ended March 31, 2022 (''Statement"), attached herewith. being subrn itted by the Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the ··Listing Regulations").
In our opinion and to the best of our info1mation and according to the explanations given to us, the Statement:
-
is presented in accordance with the requirements of the Listing Regulations in this regard; and
-
- gives a true and fair view in conformity with the applicable ac<.:ounting standnrds and other accounting principles generally accepted in India, of the net profit and other comprehensive income and other financiaJ information of the Company for the quarter ended March 31, 2022 and for the year ended March 31, 2022.
-
i.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified undtir section 143(10) of the Companies Act, 20 13, as amended ("the Act"). Our rcsponsibi Ii ties under those Standards are funher described in the" Auditor's Responsibilities for the Audit of the Standalone Financial Results" section of ourr eport. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our opinion.
Management's Responsibilities for the Standalone Financial Results
The Statement has been prepared on the basis of tl1e standalone annual financial statements. The Board of Directors of the Company are responsible for the preparation and presentation of the Statement that gives a true mid lair view of the net profit and other comprehe,rsive income of the Company and other financial information in accordance wilh the applicable accounting standards prescribed under Section 133 of the Act read with relevant rliles issued thereunder : d other accounting principles generally accepted in India and in compliance with Regulntion 33 or the Listing Regulations. This responsibility also includes maintenance of adequate accounting records in acc.ord,m<.:e with the provisions of the Act for safeguarding of the asset's of the Company and for preventing and detecting f[r] auds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimntcs that are reasonable and prudent; and the design. implcrm:ntation and maintenance of adequate internal financial controls, chat were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparntion w,d presentation of the Statement that give a true and Fair view and ore li·ee f[r] om material misstatement, whelher due co fraud or imor.
In preparing the Statement. the Board of Directors arc responsible for assessing the Company's ability to continue ' · as a going concern, disclosing. as applicable, maliers related lo going concern and us· , nccrn bflsis or a<.:counting unlcs5 the Board or Directors either in lends lo liquidate the Company QIIJIQ��[· ] ns, or has no realistic alternative but to do so.
The no.ml or Directors arc also responsible for overseeing tht: Company"s financial
s.n Butl1l.>th ,'! Co. LLP. U Ltm1tet.1 Li�b•lily Pt1rl11�rsh1n w11t1 LLP IC1ent 11v Mu .\AU ,129,1 rl�C l 01f1Cl'. 22 c.,mac StreC'l. Bl,1t � ·r- . .,HI fl(, .. 1 k.1)1�,11,1 ,,�� OH,
I 'flJ.BOi 8. C
- The Board[o] f Directors are also responsible for overseeing the Company's financial reporting process.
Auditor's Respon�ibi!ities for the Audit of the Standalone Financial Results
Our ob[j] ectives arc to obtain reasonable assurance about whether the Statement as a whole is f[r] ee from material misstatement, whether due to f[r] aud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise f[r] om fraud or e1TOr and are considered material if, individually or in the aggregate, they could reasonably be expected to innuelll.:e the economie'. rledsions of users taken on the basis of the Statement.
As part of an audit in accordance with SAs, we exercise prolessional[j] udgment and rnain1r1in[p] rofessional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the Statement, whether due to f[r] aud or c1Tor, design and perfotm audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting f[r] om f[r] aud is higher than for one resulting f[r] om error, as f[r] aud may involve collusion, forgery, intentional omissions, misr[e] presentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143[(] 3)[(] i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors.
-
Conclude on the appropriateness of the Board of Directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial results or, if such disclosures are inadequate, to modi[fy ] our opinion. Our conclusions arc based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the Statement, including the disclosures, and whether the Statement represents the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements re[g] arding inde[p] endence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable. related safeguards.
Other Matter
- (a) The accompanying Statement of quarterly and year to date standalone financial results includes Company's share of net profit of Rs.7.51 crores and Rs. I 3. 78 crores for the quarter and year ended March 31, 2022 respectively for the five partnership firms whose standalone financial results and other financial information as considered in the Statement have been audited by their respective auditors.
The reports or such other auditors 011 annual standalone financial statements or these 11vc partnership firms have been furnished Lo us, and our conclusion on the Statement, in so far as it relates to the amounts and disclosures included in respect of these live pm1ncrship firms, is based solely on the reports or.such other auditors. Our opinion on the Statement is 1101 modified in respect ufthe above.: mn\lcr.
==> picture [42 x 8] intentionally omitted <==
-
(b) The comparnlive linancial information or the Company for the corresponding
-
dccl March \ expressed
-
2021 ineluclcd in these standalone linancial results. were audited b) prcdc au unrnodilicd opinion 0;1 those linancial inlormation dated June 13. 20:21.
==> picture [71 x 42] intentionally omitted <==
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s . . TLIBOt & Co. LL
Chartered Accountants
- (c) The Statement includes the results for the qua1ter ended March 31, 2022 being the balancing figure between the audited figures in respect of Lhc ful I financial year ended March 31, 2022 and the published unaudited year-to-date figures up to the third qua1ter of the current financial year, which were subjected to a limited review by us, as required under the Listing Regulations.
For S.R. BATLIBOD & Co, LLP Chartered Accountants ICAl Firm registration number: 301003E/E300005 e[��] per Vikas l'artner Membership No.: 094421 ODIN: 2 Pla-,:e: New Delhi -z aC** LI."" 2, fl.:n-, s. � r._., " Date: �y MP..4 20 LL**
MINDA INDUSTRIES LUIITED
Kle:Gt>. OFFICE: B-6m, WAZIRPUR INDUSTRIAL AREA. DELHI-I I 00$1 PH: 011- 273744H, 0ll4-!291J.1 7 Fu: 01!� 2290676 CIN: L7�B99DLl991PLC0!ll3l3 \Vebsile: wmv.unomind:uom STIITEMEl'IT OF 4UDITF.D CONSOLIDATED flNIINCIAL RESULTS FOR TIIE QU4RTER AND YEAR ENDED 31 MARCH ?Ol
f |
r,\RTICUL/lns lurnm" l�I H�H111� hnm nprr,1t1nn1. (b) Other incorn� To1nt income |
l,'l]j 08 j :n�I **2,431.WI ** |
�.\$1 )f \�H 2,193.91 |
1/f.� /11 C..'t,1r1• ,.t, L'/lt ,,., i:A.lu,!.Jtt1l Yearendcd tllR 17 R qo 1,2�7.l 7 IA111fif\:Jt 8.)1)00 (,7�4 8,J7S.9� !Audited I h.]1J 7-,j 47 OJ 6,410.77 |
1/f.� /11 C..'t,1r1• ,.t, L'/lt ,,., i:A.lu,!.Jtt1l Yearendcd tllR 17 R qo 1,2�7.l 7 IA111fif\:Jt 8.)1)00 (,7�4 8,J7S.9� !Audited I h.]1J 7-,j 47 OJ 6,410.77 |
1/f.� /11 C..'t,1r1• ,.t, L'/lt ,,., i:A.lu,!.Jtt1l Yearendcd tllR 17 R qo 1,2�7.l 7 IA111fif\:Jt 8.)1)00 (,7�4 8,J7S.9� !Audited I h.]1J 7-,j 47 OJ 6,410.77 |
1/f.� /11 C..'t,1r1• ,.t, L'/lt ,,., i:A.lu,!.Jtt1l Yearendcd tllR 17 R qo 1,2�7.l 7 IA111fif\:Jt 8.)1)00 (,7�4 8,J7S.9� !Audited I h.]1J 7-,j 47 OJ 6,410.77 |
|
|---|---|---|---|---|---|---|---|---|
| :? | E,:pcnsl'G (;1) Cnst of raw m11cria.l� anJ components t:oniumtd (Li) PurclwG of stad:-1n t,.rJc fc} Ch3n�cs in inventories of finL!,hcd goocu, Slock-m trildc and work-m·pr�r�"� (d} Employee bc11cfits expense (t) Frn.auce coSt.S (0 Dcprtt1a.Uon and :unonisation c1pc1u� (8) Other c�pc1ues lnhd ciptiuo |
1.15422 J81% K,10 :'3::?-15 IJ 47 110 28 25965 2,263.33 |
1,198 02 JS5 :!0 (�I -�l 2'.1535 l'.!67 9-1 9 '.!48 7S 2,1152.91 |
1,'.!7369 l<ifih! (IS•�) '.!96 51 I 5 I I 107 IS llS S2 2,USS,94 |
-4.!-47119 ,.,)0\ 11 ll\l:'.n1 l,'.!0b51 6232 J•)I 7S 9-1? IQ 7,811.68 |
3.45643 S'.!H '/G (6590) 981 69 7l 6S J75 JO 74777 6,097.70 |
||
| :, 4 5 6 a) b) 7 |
PruRL btftH'c share of prom/(loss) ot wod.atcs J joint ventures. acq,htinal dtms And tax (l-2) E."1Ccepuo11.il items(Ke.fC1 note S) Prorat bcrorc sl1�re aI flrofit/(lou) or as ociates/joint Ycntures and lax (3+4) lacume I.a� expeast Current lll.'t Dercrred ra.,: (credir)lrh:11&c Tub.I l■1 r1:�sr on Pf'Dfil fra.m conti11oing oprratioQs Nrt profit /(Jou) for the ptrioJ ;art,:r tun but t.crorTtbareof prolit/(lou) or ■SIOci:arcs / **joint wnftlr� (s-6) ** |
174.96 174.96 ! I 6J R6 ! (15 60)! 4 . I B.2b! **116.10I ** |
140.99 140.99 JS SJ 6 78 41.31 98.67 |
188.23 I 73 189.96 464) I 18 47.bl 142.lS |
494.26 494.26 IS� '.!5 (l'.!47) 1%.78 347.◄8 |
323.07 I 73 324.90 98.:!9 .:?.:?4 10D.53 124.27 |
||
| I ; |
I !) 10 (a) (b) |
Shn� of profill(los.::.) or .wnci:&1cs / Joint "'t:rltWG (nc:t) l"ront for- 1bc pe,.iud(7+&) Othl!r p,mprcbtoslvr incomr/(lo ... �) for the Period hons that '-"ill not be JT<l:.uifircl co prnfit a,d loss in sub!.rq�fflt pcrioJ (i) Rcmc-.u n:mcnt :i; unl (fo.n) on dtrmcJ lm1crit oblig:r.huu {ii) lnc:omc•l:L'( rtbting lo ,terns lhJI WIii na: Lu: u:dm1fu!d lo prC1fit ::ir.d la,s in suUscqum< 1>criod l1ems lh::i.l will l>c: rcdn.s.silic..t to profit and l�s in .subsequent pcriod (1) Forcig11 rurJcncy lrarul.ition rc.stn:c (11) Ochc1s |
'.!9 41 156.JS: (I 09) |
194K 118.15 0 09 11:!.J) |
(I 181 J 9H |
65 16 411.64 (0 I IJ n 19 |
::!-l 17 248.44 371 (I 1.6j |
|
| (ii1} lucam«H.1.'t 1e.l. rn s ll) 1Lc111s lirdl ¥till l.Je 1t:d:J.)$i£iaJ lo µrori: .and I Dss in subscqurnc period | (021) | ()JO | ||||||
| · | l t ll 13 1-1 |
Uih�r romprthrn,ivc inronu/(lot:s) for thr prriQd, nel ol IL** Tuu,t l'Uut11rd1cosh-� incomd(lus11 ror the Period(9Tt0) Pt'onr/(IMSI ror rtw r:itt-tud ait1ribuh1bl� to.: (u) O"'11cn on ..tinda. f11thlltrics Limi1td (b) N'01K0 1tralli11g 1ntt1ots Othl!r (Omprch,nsiYc income ultribul•blt- to: {;1) Owncu� o(�ltnd::ii lndu:;1riC:i Limited (bJ J".on--...'Onllo111ng irum:su Tot:1t comr,rrhcn5iV**(.1)**\ **Owners l'>iM1nW. �nJ.11-.1nc.r, Lmitcd (Li) NotH.onlrollin� iMc,�L�** |
141.37 11,81 14.n 0.87 159,29 12.68 |
{I,$$) n11.11, 101.19• 16.871 (l.Sft> (U.30) 99.71 16.57 |
8.4S 172.l� l�Q.Jl ZJ.52 8.73 (0.l&) 149.05 23.2-4 |
12.42 ◄JS.Ill, 355.80 56.84 lZ.19 Cl.23 377.99 57.07 |
14.7S 263.19 2116,63 41.81 14.31 0.44 220.94 42.15 |
|
| 15 i 6 17 _ |
Paid up cqu,ty sh:uc c:ip1::il rF:1::1: v.1lu1: Rs. � per share:) Olhcr Eq1.:.i1y E:ur.ing."i j1cr sh.1rc [f;ic,: v;alw R:, 3 c:i.chJ (nnt lnnualiwJ, a) U4Jii: tm Tb l blJJ1l"'trl1mlt-._� ___ _----------- |
�Ii S II |
1n J 7t |
17 I:! :-.1s1n I:? 64 ll SIJ |
I '3 |
I\IINDA INDUSRIES LIMITED Consolidulcd Balance Sheet as at Mardi 31, 2022
| IIINDA INDUSRIES LIMITED Consolidulcd Balance Seet as at Mari 31, 2022 |
||||||
|---|---|---|---|---|---|---|
| --·- -- Pu.-lh:ular |
A• at JI-Mmr2022 (Audi led) |
As at 31-ar-Z021 (Audite |
||||
| .|ASSETS | ||||||
| I. Non-eut·rcnt assels T·rp1�rly, pli 1l anci cquiprncnl Right-of-use a$.'lls |
1.u:i·11 IR3IG |
i,u:u �) 174 93 |
||||
| Cal'ilal wurlt-in-prugw,s Good\ill |
33� �6 2M(i.l |
11 I 94 lRI 7J |
||||
| Ulhcr mlang1hlc a�scl� Intangible ascls under development l11vtslmcnl in asociates and joint ventures Financial As.�l (i)Othe fnancia asset Defrd t asset Other non-curet ats No-urrcnl ,ax assets Tola) non-current as!W |
284 78 11 26 594 62 25.96 33 82 38.69 3147 3.87S.76 |
289.47 22 36 528 61 30 96 12.17 39,27 26 17 3.568.SS |
||||
| 2. Cut- t Assets | ||||||
| Inventories | 1,046 43 | 750 56 | ||||
| Financial Assel� | . | |||||
| (i) lnveslmenls (ii) Trde roceivablcs (iii) Cash and cash equivalels |
12 09 1,37665 10117 |
I 56 1,198 82 20561 |
||||
| (iv) Bank balance olher dian (iii) abo,e (v) OL1er fnacial assels Ot e cuntnl .sscs |
31 93 46.17 24039 |
32 S7 30.22 20:.0I |
||||
| Tola! current asset | 2.955.93 | Z,421.35 | ||||
| TOTAL ASSETS EQUITY AND LIABILITIES |
6,1 .69 | 5,989.9 | ||||
| Equity | ||||||
| Equily share sapilal | 57 12 | 54 39 | ||||
| Othercquitv | 3.38133 | 2 '02 18 | ||||
| Equity attributable to owners or the Comoanv Non-controllinl inh:rcst Total Equity |
J.438 45 )26 30 3.764.7S |
2.256 57 306 45 z_'63.02 |
||||
| LIABILITIES | ||||||
| I. Nou-currnt l�bilities | ||||||
| Fiunclal Liabililics | ||||||
| (1J Borrov.rngs I(ii) Leae liabilities (iii) Other fnanciol liabilitits Provisios Deered tax liabilities Oter non curent liabilitic, Total• Non curent liabilities |
374 70 111 01 3335 35 10 6244 SR.I I 724.71 |
539 12 �O S5 1614 135 07 4:40 nn 896.71 |
||||
| l. Current LIQbilitic | ||||||
| Contract liabilities | 11629 | 48,01 | ||||
| financial Liabililies (i) Oonon1ns |
-141 18 | .113 7 | ||||
| (iii Lease liabilrties {iii) Tratlc p�y:b(es (al Total outL:mding duc or micro &small e11te1pli,cs (b) T(ltill 01uscandinc dues ofcrcd1los l'\lhc, 1ha11 micro & sn\all cntcrpr 1sc (iv) 0�1cr lnaneial liabili1ics Curren! la, liabilitic |
1690 179 10 1.232sa 177 29 27 57 |
20 16 . rn1.ns I.I 08 JI 7S6 51 . |
||||
| Othl:, currcnl linbihtic� | S6l;J | 62 aR | ||||
| Pmv1siCn. Total carcot lialllre� Total Eouit •nrl Liahilirts |
I I |
6,1,19 1.�4? U 6.831.69 |
.)•) 04 1_nn ,. 5.9�9.90 |
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!or lctentlficatlon
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S.R. Betllbof & Co. LLP. New Delhi
for ldentlllcation
Notes on audited consolidated financial results:
-
1) These consolidated financial results of the Holding Company have been prepared in accordance with the Indian Accounting Standards (Ind AS) as prescribed under Section 133 of the Companies Act 2013 read with Rule 3 of the Companies (Indian Accounting Standard) rules, 2015 and including regrouping in previous period in line wilh Schedule lll (Division II) to the Companies Act 2011 llmi relewmt < 11�ndments thereafter. The said financ.ial n:1:Jull:; represents the results of Minda Industries Limited ("Holding Company") and its subsidiaries (the Holding Cu1I1pa11y and its subsidiaries together referred to as "the Group"), its associates and joint ventures for the quarter ended March 31, 2022 and for the year ended March 31, 2022.
-
2) The above audited consolidated financial results for the quarter and year ended 31 March 2022 have been reviewed by the Audit Committee and approved by the Board of Directors at their meetings held on 24 May 2022. These results have been subjected to audit by the statutory auditors of the Holding Company under regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The auditors have expressed an unmodified report on the above results.
3) During the quarter, the group has:
-
a. Additional investment of Rs.1.79 crores in YA Auto Industries, a partnership fi[r] m resulting in increase in holding from 51 % to 87.50%.
-
b. Additional investment of Rs.3.63 crores in Auto Componenls, a parlnership firm resulting in increase in holding from 48.90% stake to 95.00%.
-
c. Additional investment of Rs.61.20 crores in Minda Kosei Aluminum Wheel Private Limited, a partnership finn resulting in increase in holding from 70% stake to 77.35%.
-
d. Acquired 87.50% stake in Samaira Engineering, a pa1tnership firm by making an investment of Rs. 8.88 crores.
-
e. Acquired 87.50% stake in S M Auto Industries, a pa1tnership firm by making an investment of Rs. 3.21 crores.
-
f. Merger of one of the subsidiary company, namely, !SYS RTS GrnbH with one of the step down subsidiary company Uno Minda Europe GmbH (formerly known as •Minda Delvis GmbH')
-
4) The Group is engaged in the business of manufacturing of auto components including auto elect1ical parts and its accessories. Accordingly, there is no separate repo11able segment as per Ind AS I 08 - Operating Segments.
-
5) Exceptional items for the year ended March 31. 2021 represents Gain on loss of control of subsidiary companies amounting to Rs.1.73 crores respectively.
-
6) The Board of directors of the Holding Company in its meeting held on 6 February 2020, accorded its consent for the scheme of amalgamation of Minda I Connect Private Limited (Transferor Company) with Minda Industries Limited (Transferee Company) subject to necessary approvals of shareholders. Creditors and other approvals and sanctions by the National Company Law Tribunal (NCL T). New Delhi. The requisite accounting wi 1 be done post receipt of'NCLT approval.
s.Ft P.!alllbol �Co.LU', New Oelhi
for ldentilication
-
7) The Holding Company has made an assessment of the impact of the continuing COVID-19 pandemic on its current and future operations, liquidity position, and cash flow giving due consideration to internal and external factors. The Company is continuously monitoring the situation and does not foresee any significant impact on its operations and financial position as at March 31, 2022. The Company will conlinue Lo closely observe the evolving scenario.
-
8) The Amini nf clirr:�torn iit their meeting held today hail considered and recommended :
-
a. a final dividend of Rs.1 per equity share (nominal value of Rs. 2 per share) for the financial year ended March 31, 2022. Final dividend is subject to approval of shareholders.
-
b. a dividend of Rs. 0.01 per 0.01% non-convertible redeemable preference share (nominal value ofRs.100 per share) for the financial year ended March 31, 2022.
-
Bonus issue of I (One) equity share of Rs.2 each for every l (One) equity shares of Rs.2 each held by shareholders of the Company on the record date.
-
c.
-
9) The Statement includes the results for the quarter ended March 31, 2022 being the balancing figures between the audited figures in respect oftl1e full financial year ended March 31, 2022 and the published unaudited year-to-date figures up to the end of tlie third quarter of the current financial year, which were subjected to a limited review by us, as required under the Listing Regulations.
Place: Gurugram, Haryana Date: 24 May 2022
For and on behalfofthe Board of Minda Industries Limited i�[J) ,] (NlRj\il� Chairman & Managing Director
for Identification
4th Floor. Office 405 World Marl< - 2, Asset No- 8 !GI Airport Hospitality District, Aeroc1ty New Delhi - 110 037, lr.dia
Chartered Accountants S.R. BATLIBOI & c·o. LLP
Tel : +91 11 468[1 ] 9500
lndcpendent Auditor's Report on me Quarterly and Year to Date Consolidated Financial Results of t!ie Company Pursuant to the Regulation 33 of the SEBI (Listing Obligat-ions and Disclosure Requirements) ended Regulations, 2015, as a11
To
The Uoard of Directors of Minda Industries Limited
Report on the audil or the Consolidated Financial Results
Opinion
We have audited the accompanying statement of quarterly and year to date consolidated financial resu Its of Minda Industries Limited ("'Holding Company") and its subsidiaries (the Holding Company and its subsidiaries together refen-ed to as· Lhe Group") its associates and joinl ventures for the quarter ended March 31, 2012 and for the year ended March 31, 2022 C- Statement'), attached herewith. being submiued by the Holding Company pursuant to the requirement of Regulation 33 of rhe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, as amended (·'Listing Regulations')
In our opinion and to the best of our information and according to Lhc explanations given to us and based on the consideration of the rcpo1ts of the other auditors on separate audited financial statements of the subsidiaries / associates/ joint ventures, the Statement:
-
i. includes the results of the entities listed in Annexure I;
-
ii. are presented in accordance with the requirements of the Listing Regulations in this regard; and
-
iii. gives a true and fair view in conformity with rhe applicable accounting standards, and other accounting principles generally accepted in India, of the consolidated net profit and other comprehensive income and other financial infonnation of the Group for the quarter ended March 31, 2022 and for the year ended March 31, 2022.
Basis for Opinion
We conducted ou1· audit in nccordanc with the Standards un Auditing (SAs), as specified under Section 143( I 0) of the Companies Act. 2013, as amended ("the /\ct'"). Ow· responsibilities under those Standards are further described in tile ''Auditor's Responsibilities for the Audit of the Consolidated Financial Results'' section of our report. We are independent of the Group, ils associates and joint ventures in accordance with the Code of Ethics' issued by the Institute of Chartered Accountants of India together with the ethical requirements that arc relevant to our audit or the financial statements under the provisions of the Act and the Rules thereunder. and we have fuJfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us and other auditors in tenm of their reports referred to in "Other Matter•· paragriiph below, is sufficienl and appropriate to provide a basis for our opinion.
Management's Responsibilities for the Consolidated Financial Results
The Statement has been prepared on the basis of the consolidated annual financial statements. The Holding Company's Board of Directors are responsible for the preparation and presentation of the Statement that give a true and fair view of the net prolit and other comprehensive income and other linancial information of the Group including its associates and joint ventures in accordance with the applicable accounting standards prescribed under section 133 of the Act read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. The respective Board of Directors of the companies included in the Group and of its associates and joint ventures are responsible for maintenance or adequine uccounling record� in accordance with the provisions of the Act for safeguarding or the assets of the Group and its associates and joint ventures and for preventing and detecting frauds and other irregularities: selection and application of appropriate accounting policies: making judl���� cstinwl.:� Lhm are reasonable and prudent; and the design. implt:menlation and maintenance of������ul iinancial ' controls, Lhat were operating elTt:ctively for ensuring the accuracy and complclen relevant to the prepatation and presentation of the Statement that give a true anc �:( r· 'the u:c ic\1 an !l ,.[·ng records,] ' free from - _�::-.-v-.,4_ �[o�][�]*
==> picture [209 x 18] intentionally omitted <==
5 ., BAJLJBOJ & Co LL
==> picture [81 x 10] intentionally omitted <==
material misstatement whether due lo fraud or error which have been used for the purpose of preparation of the Statement by the D.irectors of the Holding Company, as aforesaid.
In preparing the Statement, the respective Board of Directors of the companies included in Lhe Group and of its associates and joint ventures are responsible for assessing lhe ability of the Group and of its associates and joint veniures to continue as a going concern, disc lo ing, as applicable, matters related to going concern and using the going concern basis of accounting unless the respective Board of Director<; either intends to liquid�le the Group or to cease operations, ur bas no realistic alternative but Lu do so.
The respective Hoard of Directors of the companies included in the Group and of its assncic1tes and joint ventures are also responsible for overseeing tht: financial reporting process of the Group and of its associates and joint ventures.
Auditor's Responsibilities for the Audit of the Consolidated Financial Results
Our objectives are to obtain reasonable assurance about whether the Statement as a whole is free from material misstatement, whether due to fraud or error, and lo issue an auditor's repo1t that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it" exists. Misslatemc::nts can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected Lo influence the economic decisions of users taken on the basis of the Statement.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of lhe Statement, whether due to fraud or error, design and perfo1m audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting f[r] om f[r] aud i higher than for one resulting f[r] om error as f[r] aud may involve collusion, forgery, intentional omissions. m isrcpresentations, or the override of internal control.
-
" Obtain an under randing of internal control relevant to the audit in order to design audit procedures that are appropriate in lhe circumstances. Under Section 143(3)(i) of the Acl, we ar also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness or such controls.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors.
-
Conclude on the appropriateness of the Board of Directors' use or the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainly exists related to events or conditions that may cast significant doubt on the ability of1he Group and its associates and joint ventures to continue as a p,oing concern I F·we co11du<le chat· a J1111lcrial u11cena111ty exists, we are required to draw attention in our auditor's repo1t to the related disclosures in the tatement or, if such disclosures are inadequate. lo modify our opinion. Our conclusions are based on the audit evidence obtained up to the dULe of our audiLOr's repor1. However. future events or conditions may cause the Group and its associates nnd joint ventures to ccuse lo continue u.s a going concern.
-
Evaluate the overall presentation, structure and content of the Statement, including the disclosures, ai1d whether the Statement represent the underlying transactions and events in a manner that achieve� foir presentation.
-
Obtain surficicnl appropriate audit evidence regarding the financial results/financial information of the �ntities within lhe Group and its associates and joint ventures of which we arc the independenl auditors. l(1 express an opinion 011 the Statement. We arc responsible for the direction, supervision and performance or the audit of Lhc !inancinl information or sud1 entities included in the Stntcmcnt of which we arc the indeµenclcnt auditors. Fnr the other cnlities includcc.! in the Statement.\ hkh lrnvr.: been audited b_, olht:r auditors. sud1 olhcr a11di1ors 1'l:111ain rr.:sponsiblc for the direction, supcrvisio11 and pcrfi rmance of' the audit� carried oul by tJ1em. We remain solely responsible for our audit opinion.
W_c communicate with those charged with governance nfthe l-lolding C'umpm1y ,......"- """ "" entities illl:luded in the Statement oi'whieh we arl' the independent auditors regarding, among otl 'ti; at1e1·,_ t annc.d scope and Liming of the audit and signilicant audit findings. including any significant deli I control that we identify during our audit. We also provide those charged with governance with l'* have complied
==> picture [63 x 20] intentionally omitted <==
s. BA111B01 & Co. LL
Gharter�:1 Acr;ountant!;
with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
We also performed procedures in accordance with the Circular No. CIR/CFD/CMD I /44/2019 dated March 29, 2019 issued by the Securities Exchange Board of India under Regulation 33 (8) ofthe Listing Regulations, lo the extent applicable.
Other Maller
-
The accompanying Statement includes the financial statements /financial infonnation of:
-
" 25 subsidiaries, whose financial statements include total assets of Rs. I 792.08 erores as al March 31, 2022, total revenues of Rs.840.48 crores and Rs.2,704.00 crores, total net profitl(loss) after tax of Rs. 11.70 crores and Rs. 72.98 crores, total comprehensive income of Rs. 13.30 crores and Rs. 22.28 crores, for the quarter and the year ended on that date respectively, and net cash inflows of Rs. 15.60 crores for the year ended March 31, 2022, as considered in the Statement which have been audited by their respective independent auditors.
-
5 associates and 6 joint ventures, whose financial statements include Group's share of net profit of Rs. 13.73 crores and Rs. 21.67 crores and Group's share of total comprehensive income of Rs. 14.15 crores and Rs. 22.05 crores for the quarter and for the year ended March 31, 2022 respectively, as considered in the Statement whose financial statements, other financial information have been audited by their respective independent auditors.
The independent auditor's report on the financial statements/financial information of these entities have been furnished to us by the Management and our opinion on the Statement in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, joint ventures and associates is based solely on the reports of such auditors and the procedures performed by us as stated in paragraph above.
Certain of these subsidiaries/associates/ joint ventures are located outside India whose financial statements and other financial infonnation have been prepared in accordance with the accounting principles generally accepted in their respective countries and which have been audited by other auditors under generally accepted auditing standards applicable in their respective countries. The Holding Company's management has converted the financial statements of such subsidiaries/associates/ joint ventures located outside India from accounting principles generally accepted in their respective countries to accounting principles generally accepted in India. We have audited these conversion adjustments made by the Holding Company's management. Our opinion in so far as it relates to the balances and affairs of such subsidiaries/associates/ joint ventures located outside India is based on the report of other auditors and the conversion adjustments prepared by the management of the Holding Company and audited by us.
The accompanying Statement includes unaudited financial statements and other unaudited financial information in respect of:
- I joint venture, whose financiaJ statements includes the Group's share of nel profit of Rs. 0.37 crores and Rs 0.24 crores and Group's share of total comprehensive income of Rs. 0.37 crores and Rs. 0.22 crores for the quai1er and for the year ended March 31, 2022 respectively, as considered in the Statement whose financial statements and other financial information have not been audited by their auditor.
These unaudited financial statements/ financial information have been approved and furnished to us by the M_anagement and our opinion on the Statement, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries.joint ventures and associates, is based solely on such unaudited financial statements/ financial infonnation. In our opinion and according to the information and explanations given to us by the Management, these financial statements/ financial information are not material to the Group.
Our opinion on the Statement is not modified in respect of the above matters with respect to our reliance on the work done and the rcpo11s of the other auditors and the foinancial Statements/financial information certified by the Management.
The comparative financial information of the Group. its associates an and ror the year encleu March 3 l. 2021. included in these consoli predecessor auditor who expressed an unmodified opinion on I.hose 13, 2021.
the corresponding quarter ults. were audited by the m;ial inl�>rmation 011 June
==> picture [70 x 36] intentionally omitted <==
S.R BP ruB01 & Co. LLP Chartered Accountants
The Statement includes the results for the quarter ended March 31, 2022 being the balancing figures between the audited figures in respect of the full financial year ended March 31, 2022 and the published unaudited year-to date figures up to the end of the third quarter of the current financial year, which were subjected to a limited review by us, as required under the Listing Regulations.
For S.R. BA TU ROI & Co. LLP Chartered Accountants ICAI Firm ,registration num bcr: 30IOOJE/1!:300005 1,['C.DJ" v,:,] per Vikas Mehra Partner Membership No.: 094421 Place: New Delhi Date: 2.y ,-, o.y 202 ,._ UDIN:2.2.6�Y4 PuM 2.'
Annexurc I
5 .. R. BAruso1 8, Co. L.lP
A. List of Subsidiaries
| Name of Company | Name of Company | Name of Company | Type | Type | Holding Company Minda Industries Limited |
|
|---|---|---|---|---|---|---|
| Minda Kyoraku Limited | ||||||
| Minda Kosei Aluminium Wheel Private Limited | ||||||
| Minda Storage Batteries Private Limited YA Auto Industries (paiinership firm) Minda Katolec Electronics Services Private Limited |
||||||
| Mindarika Private Limited | ||||||
| Harita Fehrer Limited MI Torica India Private Limited MITIL Polymer Private Limited |
||||||
| Step down subsidiary MI Torica India Private Limited |
||||||
| Global Mazinkert S.L. Claiton Horn, Spain Clanon Horn Marco SRL, Morocco Clarton Horn Signalkoustic GmBH, Claiion Horn S. De R.L. De C.V., Mexico Light & Systems Technical Centre, S.L. Spain |
Subsidiary Minda Industries Limited Step down subsidiary Global Mazinkert S.L. Step down subsidiary Clarton Ilor, Spain Step down subsidiar Claiion Hor, Spain. Step down subsidiary Cla1ion Horn, Spain. Step down subsidiary Global Mazinke1t S.L. |
|||||
| PT Minda Asean Automotive | Subsidiary Minda h1dustries Limited |
|||||
| PT Minda Trading | Step down subsidiary PT Minda Asean Automotive |
|||||
| Sam Global Pte Ltd. Minda Industries Vietnam Company Limited Minda Korea Co Ltd |
Subsidiary Minda Industries Limited |
|||||
| Step down subsidiary Sam Global Pte Ltd. |
||||||
| Step down subsidiary Sam Global Pte Ltd. |
||||||
| Uno Minda Europe GmbH (formerly known as Minda Delvis Gmbl-) |
Step down subsidiary Sam Global Ptc Ltd. |
|||||
| Uno Minda Syst..msC.iMBIItform.rly known as Delvis Products GmbH) --- - |
Step down subsidiary Uno Minda Europe GmbH (formerly known as Minda .• ., •lvis GmbI i) , ·---· P1''r , CO r�: -�I !\ JI |
SR. AJIJBO! ,\:· c·o. LLP
Ch:=trtereri A(.;t;our:tants
| SR.AJIJBO! ,\·_c·o._LLP h:rterer A(;t;our:tants |
||
|---|---|---|
| -- Creal GMBH (formerly known as Dclvis Solutions GmbII) |
Step down subsidiary | Uno Minda Europe Gmbl-1 (frmerly known as Minda Delvis GmbH) |
| Uno Minda EV systems Private Limited | Subsidiary | Minda Industries Limited |
| Uno Minda Auto systems Private Limited Samaira Engineering (Partnership Finn) S.M. Jutu l11<ustrics (Pc1rl11t1sliip firm) |
Subsidiary | Minda Industries Limited |
| Subsidiary Subsidiaty ·-·-�- |
Minda Industries Limited -- Minda Industries Limited |
|
| Auto Component (Partnership frm) | Subsidiary | Minda Industries Limited |
B. List of Joint Ventures and Associates
| List of Joint Ventures and Associates | |||||
|---|---|---|---|---|---|
| Name of Company | Type | ||||
| Minda Westport Technologies Limited | Joint Venture | ||||
| Roki Minda Co. Private Limited | Joint Venture | ||||
| Minda NexGenTech Limited | Associate | ||||
| Kosei Minda Aluminium Company Private Limited | Associate | ||||
| Yogendra Engineering (pa1tnership firm) | Associate | ||||
| Minda TTE DAPS Private Limited | Joint Venture | ||||
| Minda Onkyo India Private Limited | Joint Venture | ||||
| - | |||||
| Denso Ten Minda India Private Limited | Joint Venture | ||||
| Minda D-Ten India Private Limited | Joint Venture | ||||
| Rinder Riduco, S.A.S. Columbia | Joint Venture | ||||
| Toyoda Gosei Minda India Private Limited | Joint Venture | ||||
| Toyoda Gosei South India Private Limited | Subsidiaiy of Joint Venture | ||||
| Kasei Minda Mould Private Limited | Joint Venture | ||||
| Minda TG Rubber Private Limited | Joint Venture | ||||
| Tokai Rika Minda India Private Limited | Joint Venture | ||||
| Strongsun Renewables Private Limited | Associate | ||||
| CSE Dakshina Solar Private Limited | Jssociutc | ||||
| �'OI�1 :1:t �l ,, � �'v0�....*» .• 0<V. - ,� |
Minda Industries Ltd.
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• MINDA
[ ]
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THINK. INSPIRE . FLOURISH
Ref. No. Z-IV /R-39/D-2/NSE/207 & 174 Date :24/05/2022
National Stock Exchange of India Ltd. BSE Ltd. Listing Deptt., Exchange Plaza, Regd. Office: Floor - 25, Dandra Kurla Complex, Bandra (E), Phiroze Jeejeebhoy Towers, Mumbai - 400 051 Dalal Street, Mumbai-400 001. NSE Scrip: MINDAIND BSE Scrip: 532539
Sub: - Declaration fr Audit Report(s) with unmodified opinion
Ref: - Regulation 33(3) (d) of SEBI (LODR) Regulations, 2015
Dear Sirs,
Pursuant to Regulation 33(3) (d) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
DECLARATION is hereby given that the Statutory Auditors' Report on the Annual Standalone Audited Financial Results and Annual Consolidated Audited Financial Results for the Financial Year ended 31 March 2022 do not contain any qualifications, reservations or adverse remarks. Audit Report for the said period carry with unmodified opinion.
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For and on behalf Board
Minda I J; strie�
(,.
riest
Delhi
°i
Nirmal K. M da
Chairman & Managing Director
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MINDA INDUSTRIES LTD. (Corporate) Village Nawada Fatehpur, P.O. Sikanderpur Bodda, Manesar, Distt. Gurgaon, Haryana - 122004, INDIA. T: +91 124 2290427 /28, 2290693/94/96 Fax: +91 124 2290676/95, Email - [email protected], ww .unominda.com, Regd. Office : B-64/1, Wazirpur Industrial Area, Delhi-110052, CIN : L7 4899DL 1992PLC050333
Annexure -II
| Annexure -II | Annexure -II | ||
|---|---|---|---|
| S.No. | Particulars Details Whether Bonus is out of freereservesThe Bonus Equity Shares will be issued out created out of profits or share premium of free reserves, available as at March 31, account. 2022. |
||
| 1 | |||
| 2 3 |
Bonus ratio 1 (one) equity share of Rs. 2 each fully paid up for every l(one) existing equity share of Rs. 2 each fully paid up <s on the record date. Details of share capital - pre and post Pre-Bonus paid up share capital as on 24 bonus issue May, 2022 is Rs. 57,12,40,882.00 divided into 28,56,20,441 equity shares of Rs. 2 each. Post-Bonus paid up share capital would be Rs.114,24,81, 764.00 divided into 57,12,40,882 equity shares of Rs. 2 each. |
||
| 4 5 6 |
Free reserves and/ or share premium required for implementing the bonus issue. Free reserves and / or share premium available for capitalization and the date as on which such balance is available |
Rs. 57.12 Crores | |
| As on 31 March, 2022, the free reserves and securities premiumis Rs.2517.57 Crores. |
|||
| Whether the aforesaid figures are audited |
Yes, the figures provided in the item No. 5 above are audited. |
||
| 7 | Estimated date by which such bonus Within two months from the date of shares would be credited/dispatched Board approval i.e. 23 July,2022. |
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Annexure - Ill
| Sr. No. a) |
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|---|---|---|---|---|
| i) Name of the target entity:TakaiRika Minda India Private Limited ii) Brief Details: The target entity is engaged in the business of manufaiLuri11g of automotive products. iii) Tumuvtrduring last3 years(In Rupees): FY 2021-22 6,49,44,42,702/- FY 2020-21 5,296,840,325/- FY 2019-20 6,001,115,269/- Yes, the acquisition flls within a related party transaction. |
||||
| b) | ||||
| c) | Industry to which the entity being acquired belongs; |
Auto Components MIL being the existing shareholder of the target entity, MIL proposes to subscribe fr the Rights Issue Ofer to be made by the Target Entity and Post-acquisition, MIL stake inTakai Rika Minda India Private Limited(target entity) will remain same i.e. 30%. N.A. During the calendar Year 2022 |
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| d) | Objects and effects of acquisition (including but not limited to, disclosure of reasons for acquisition of target entity, if its business is outside the main line of business of the listed entity); |
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| e) | Brief details of any governmental or regulatory approvals required for the acquisition; |
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| f) | ||||
| g) | Cash Total investment will be up to Rs.25 Crore (Rupees TwentyFive Crore Only) |
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| h) | ||||
| i) |
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| j) | Brief background about the entity acquired in terms 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); 1) 2) 3) |
Brief Background:(TRMNBackground) Takai Rika Minda India Private Limited is a joint venture between Takai Rika Co., Ltd, Japan (70%) and Minda Industries Limited (30%), having its state of the art manufcturing fcility situated in Dnhaspet, Bengaluru Rural. Producing Safety and Security Systems, Electronic Components and Automotive Switches, namely Key Sets, Seat Belts, Switches (Parts & Accessories), Shif Lever, Immobilisers etc., The Company is having warehouse-cum Branch ofce in two locations (I) Patli, Gurugram Haryana and (2) Vithalapur, Ahmedabad District Gujarat. Date of Incorporation: (TRM date of incorporation): 11-Aug-2008 Turover during last 3 years: (TRM turover)Amount in Rupees: FY 2021-22 6,49,44,42,702/- FY 2020-21 5,296,840,325/- FY 2019-20 6,001,115,269/- |
|---|---|---|
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ANNEXURE -IV
a) Nature of the entity (ies) forming part of the amalgamation / merger, details in brief such as size, turnover etc.: -
| ture of the entity (ies) forming part of the amalgamation / merger, details brief such as size, turnover etc.: - |
ture of the entity (ies) forming part of the amalgamation / merger, details brief such as size, turnover etc.: - |
ture of the entity (ies) forming part of the amalgamation / merger, details brief such as size, turnover etc.: - |
ture of the entity (ies) forming part of the amalgamation / merger, details brief such as size, turnover etc.: - |
|---|---|---|---|
| (Rs. In Crores) | |||
| S.No. | Parties to the Scheme | Turnover (Net) Networth (for the year (As on ended 31 March, 31 March,2022 2022) |
|
| Transferor Companies | |||
| 1 Harita Fehrer Limited |
533.26 | 203.97 | |
| 2 Minda Storage Batteries Limited Private |
142.29 | 111.78 | |
| Transferee Company | |||
| 5 | Minda Industries Ltd. | 5039.65 | 2656.10 |
b) Area of Business of the entities
Transferee Company
1) Minda Industries Ltd. (MIL
MIL is engaged in the manufacturer of automobile components, such as Switches, Sensors, Controllers, Actuators, Horns, Lightings, Fuel Cap, Seats etc.
Transferor Companies
2) Harita Fehrer Limited
Harita Fehrer engaged in manufacturing of Poly Urethane (PU) foam pads, two/three wheeler seats, PU composites, MCU and interior modules etc.
3) Minda Storage Batteries Private Limited
Minda Storage Batteries is engaged in the manufacturing of Batteries for two, four wheeler and industrial batteries in automotive sector.
Whether the transaction would fall within related party transactions? If Yes, whether the same is done at "Arm's Length"?
Proposed Scheme of Amalgamation is between wholly owned subsidiary companies and holding company. The proposed amalgamation shall not to be treated as a related party transaction in terms of General Circular No. 30/2014 dated 17 July, 2014, issued by the Ministry of Corporate Affairs. Further, pursuant to Regulation 23(5)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the related party provisions are not applicable to the proposed Scheme.
d) Rational for the amalgamation / merger
1) RATIONAL, FOR THE AMALGAMATION OF HARITA FEHRER LIMITED, TRANSFEROR COMPANY (HFRL) WITH MINDA INDUSTRIES LIMITED, TRANSFEREE COMPANY (MIL):
-
i) HFRL is a wholly owned subsidiary Company of MIL engaged in manufacturing of Polyurethane (PU) foam pads, two/three wheeler seats, PU composites, MCU and interior modules and some of its products such as PU foam are required for manufacture of seats by Seating division of MIL hence, consolidation of HFRL by way of proposed amalgamation would lead to avail synergy's benefit like smooth functioning and to manage the operr1tions effectively, efficient utilization of capital and help to achieve a streamlined structure by eliminating multiple entities.
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ii) The proposed amalgamation will lead to elimination of multiple administrative functions and record-keeping and enhance operational efficiencies, thus resulting in reduced compliance and administrative costs.
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iii) The proposed amalgamation will lead to greater efficiency in fund management and deployment for the combined entity, and unfettered access to cash flows generated by the businesses which can be deployed more efficiently for funding growth opportunities to maximize Members' value.
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iv) The Scheme shall be in the beneficial interest of the Members and Creditors of the each party of the Scheme and shall not be in any manner prejudicial to the interest of the concerned Members, creditors, employees and/ or any other person(s) whether interested or not.
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v) The Scheme of Arrangement will result in the establishment of a larger company with large resources and a larger capital base and a greater capacity to raise funds for expansion, modernization and development of the businesses of the companies concerned.
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vi) The Scheme would be beneficial to and in the best interest of the shareholders & creditors, if any, of HFRL and MIL. The Scheme shall not in any manner be prejudicial to the interests of concerned shareholders/ creditors and general public at large.
2) RATIONAL FOR DEMERGER OF DEMERGED UNDERTAKING OF MINDA STORAGE BATTERIES PRIVATE LIMITED (MSBPL} AND VESTING INTO MINDA INDUSTRIES LIMITED (MIL):
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i) MSBPL is a wholly owned subsidiary of MIL and engaged in the business of manufacturing of batteries for two, four-wheeler and industrial batteries in automotive sector. The products of MSBPL are apart from supplies to other customers are also sold by Aftermarket division of MIL.
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ii) The proposed scheme of demerger of domestic business of MSBPL and vesting into MIL shall result in the expanding the business of MIL in the growing markets of India, thereby creating greater value for the shareholders/stakeholders of MIL.
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iii) The Combination of the Demerged Undertaking with Mil is a strategic fit for serving existing market and for catering to additional volume linked to new consumers as the products of MSBPL synergies well with the products of MIL.
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iv) The proposed restructuring will lead to greater efficiency in fund management and deployment for the combined entity, and enhance competitive strength, achieve cost reduction and productivity gains by pooling the technologies and resources of the MSBPL and MIL thereby significantly contributing to the future growth and maximizing shareholders value.
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v) The Scheme would be beneficial to and in the best interest of the shareholders & creditors, if any, of MSBPL and MIL. The Scheme shall not in any manner be prejudicial to the interests of concerned shareholders/ creditors and general public at large.
e) In case of cash consideration - amount or otherwise shall exchange ratio
Not applicable.
Since all the HFRL and MSBPL are wholly owned subsidiary companies of the Transferee Company, no new equity shares shall be issued.
f) Brief details of change in Shareholding Pattern (if any) of Listed Entity
Not applicable for the reason mentioned in point (e) above.
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Annexure-V
MINDA INDUSTRIES LTD.
Minda Industries Vietnam Co. Ltd., step down subsidiary plant in Hanoi, Vietnam to start manufacturing of lighting products.
| S.No. Particulars a) Name of the product |
S.No. Particulars a) Name of the product |
Details | |||
|---|---|---|---|---|---|
| Tail lamp, Blinkers & other 2w & 4w automotive lighting products The Project is expected to be wrmissioned by December, 2022 |
|||||
| a) | Date of Launch | ||||
| b) | Category of the Products | Automotive Lighting | |||
| c) | Whether caters to international market |
domestic | I | International Market | |
| d) | Cost of the Project/ investment required | Rs. 36.80 Crores | |||
| e) | Mode of financing | Internal Accruals and Term Loans |
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Annexure -VI
MINDA INDUSTRIES LTD.
To cxp.:md Mindarika Private Ltd., subsidiary ofthe Company's plant Chennai.
| S.No. | Details of events that need to beprovided for Capacity addition | Details of events that need to beprovided for Capacity addition |
|---|---|---|
| a) b) |
Existing capacity; Existing capacity utilization {%); |
8S,OO,OOO 85% |
| c) | Proposed capacity addition; | 65,00,000 |
| d) | Period within which the proposed capacity is to be added; |
The Project is expected to be commissioned by January, 2023 |
| e) | Investment required; | Rs. 72.89 Cr. over a period of five years |
| f) | Mode of financing; Internal Accruals |
|
| g) | Rationale. | Increase in customer demand |
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