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UNO Minda Limited Interim / Quarterly Report 2019

Feb 6, 2019

61248_rns_2019-02-06_cc399b7b-4a2c-419b-be99-6f29ae7c80f2.pdf

Interim / Quarterly Report

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Minda Industries Ltd.

Corporate Office

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THINK. INSPIRE. FLOURISH

Ref. No: Z-IV/R-39/D-2/174 & 207 Date : 06 February, 2019

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

Dear Sirs,

- Sub: Outcome of the Board Meeting held on 06 Februar, 2019

We wish to inform that the Board Meeting of the Company held today i.e. 06 February, 2019. The Board of Directors have approved the following matter(s): -

1) Approval of the Un-audited Financial Results (Standalone & Consolidated) fr the third quarter (03) and nine months ended on 31 December. 2018.

The Board of Directors have approved the Un-Audited Financial Results (Standalone & Consolidated) for the third quarter (Q3) and nine months ended on 31 December, 2018. Pursuant to Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are enclosing herewith the following documents, duly signed: -

  • Un-Audited Standalone Financial Results of the Company (under Ind AS)

  • Un-Audited Consolidated Financial Results of the Company (under Ind AS)

  • Limited Review Report on the Un-Audited Standalone Financial Results, issued by the Statutory Auditors.

  • ►' Limited Review Report on tht:: Uu-Au<lilt::u Cuusuliualt::u Fiuam:ial Rt::sulls, issut:d by

  • the Statutory Auditors.

2) Approval of the Interim Dividend and Intimation of Record Date

The Board of Directors have approved and declared the interim dividend at the rate of Rs. 0.45 per share i.e. 22.50% on 26,22, 16,965 equity shares (face value of Rs. 2 each) for the financial year 2018-19.

In terms of Regulation 42 of the Listing Regulations, the Board has fixed Monday, 18 February, 2019, as the "Record Date" for the purpose of ascertaining the eligibility of shareholders for the payment of interim dividend.

The payment of interim dividend/dispatch of dividend warrants will be completed on or before 7 March, 2019 i.e. 30 days from the date of declaration.

Contd .... P/2

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MINDA INDUSTRIES LTD. (Corporate Office) Village Nowoda Fotehpur, P.O. Sikonderpur Bodda, Monesar, Distt. Gurgaon, Haryona • 122004, INDIA. Tel.: +91 124 2290427/28, 2290693/94/96 Fax: +91 124 2290676/95, Email - [email protected],w .unominda.com Regd. Office: B-64/1, Wazirpur Industrial Area, Delhi-110052, CIN: L74899DL 1992PLC050333

Corporate Office

Minda Industries Ltd.

UNOEII!mJ

THINK. INSPIRE. FLOURISH

-2-

3) UNOMINDA Employees Stock Option Scheme 2019 - recommended to shareholders fr approval

The Board of Directors have considered the "UNOMINDA Employees Stock Option Scheme 2019, subject to the approval of the shareholders of the Company.

The Postal Ballot Notice regarding the aforesaid scheme, as placed before the Board will be sent to the shareholders of the company for their approval, as per the activities schedule, prepared in this regard.

- 4) Appointment of Non Executive Independent Director on the Board of the Company.

In terms of Regulation 30 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, we wish to inform you that on the recommendation of Nomination and Remuneration Committee, the Board of Directors have approved the appointment of Mrs. Pravin Tripathi as an Additional Director in the category of Non-Executive Independent Director on the Board of the Company for a term of two years with effect from 06/02/2019 to 05/02/2021, subject to approval of the shareholders of the company.

The details as required to be disclosed under the aforesaid Regulation 30 read with Clause 7 of Para A of Annexure I of SEBI Circular No. CIR/CFD/CMD/4/2015 dated 09 September, 2015 is enclosed as Annexure-1 to this letter.

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The meeting commenced at 11.30 a.m. and concluded at �/�c, f', tvJ,

The above information will be made available on the website of the company www.unominda.com.

This is for your information and records please.

Thanking you,

Yours faithfully, For MINDA INDUSTRIES LTD. �Pr,'-'[(.][PL ]['-l ]

TARUN KUMAR SRIVASTAVA

Encl: As above.

MINDA INDUSTRIES LTD. (Corporate Office) Village Nawada Fatehpur, P.O. Sikanderpur Badda, Manesar, Distt. Gurgaon, Haryana -122004, INDIA. Tel.: +91 124 2290427/28, 2290693/94/96 Fax: +91 124 2290676/95, Email - [email protected],w .unominda.com Regd. Office: B-64/1, Wazirpur Industrial Area, Delhi-110052, CIN : L74899DL 1992PLC050333

MINDA INDUSTRIES LIMITED

REGD. OFFICE: B-64/1, WAZIRPUR INDUSTRIAL AREA, DELHI-110052

STATEMENT OF UNAUDITED STANDALONE FINANCIAL RESULTS FOR THE QUARTER AND NINE MONTHS ENDED 31 DECEMBER 2018

(Rs. in crorcf ew:cpt lr slturt dutuJ in crorcf ew:cpt lr slturt dutuJ
Quarter ended Nine Months ended Year ended
PARTICULARS 31 Dec 2018 30 Seo 2018 31 Dec 2017 31 Dec 2018 31 Dec 2017 31 March 2018
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Audited)
I lncome
(a)
Revenue from operations		 509 38 539 18 451 80 1,565,98 1,399,17 1,903,80
(b)
Other income		 8 23 16 81 9 74 29 03 32.78 38,39
Total income 517.61 555.99 461.54 1,595.01 J,.Bl.9S 1,942.19
2 Expenses
(a)
Cost of materials consumed		 326 23 346 23 289 89 1,009 08 865,34 1,178.32
(b)
Purchases of stock-in trade		 - - - - -
(cl
Changes in invento1ies of fnished goods, stoc;.in		 I 23 (1 44)
(5.70)
(572)
(10.15)		 (9.06)
trade and work•in-rogress
(d)
Excise duty on sales		 . - - - 46 72 46 72
(e)
Employee benefits expense
(f
Finance cost		 71 07
2 74		 72.7
2 96		 64.2
I 53		 215 09
**8. **		 186 53
4.34		 254 23
6.82
(g)
Depreciation and amortisation expe11se		 15 97 13.43 13 52 42.05 38.48 52 52
(h)
Othe1 expenses		 63.0 **64 2.J ** 54.67 195 53 177.71 242 5.J
Total expenses 480.74 497.89 418.33 1,464.25 1,08.97 1,772.09
3 Proft/(loss) befre exceptional items and tax 36.87 58.10 43.21 130.76 122.98 170.11
4 **Exceptional items (Net)(Refer Note 5) ** - _5_49 _5_49
5 Proft/(Loss) from continuing operations after exceptional
item hut befre taxes		 36.87 58.10 39,68 129.33 123.35 172.68
6 Tax expense 8.52 12.16 9.14 28.69 28.17 39.75
a) Current Tax 815 1149 4 56 26 61 1351 40 74
b) Deforred Tax 0 27 0 67 4 58 2.08 4.66 (0.99)
7 Net proft /(loss) fr the period from continuing optrations 28.35 45.94 30.54 100.64 95.18 132.92
8 Proftl(Loss) fom discontinued operations (net of taxes) - . 2.71 1.10 4.41 2 91
9 Net proft /(loss) fr the period fom operations (A) 28.35 4S.94 33.25 101.74 99.59 135.83
10 Total other comprehensive income for the period (B)
(a)
(i) Items that will not be reclassifed to profit or loss		 0.44
0 68		 0.74
I 14		 (0.23)
(0.35)
1.33

2.05		 (0.69)
( 1,06)		 0.60
0.91
(ii) Income-tax relating to items that will not be
reclassified to proft & loss		 (0,24)
(0 40)
0.12		 (0 72)
0 37		 (0 31)
(b)
(i) Items lhat will be reclassified to profit or loss		 - - - - -
(ii) Income-tax relating to items tliat will be - - - - . -
reclassified to profit & loss
II **Total comprehensive income for the period (A+ BJ ** 28.79 46.68 33.02 103.07 98.90 136.43
12 Paid up equity share capital **52. ** 52 44 17 28 52 44 17.28 17.41
13 OU,er Equity 952.49
14 Eaings per share(Face value Rs. 2 each)(nol annualised)
(Refer note 9)
a Eaing per shae continued operations (face value Rs. 2 each)
(not annualised)
**a) Basic (in Rs.) ** 1.08 1.74 1.18 3,78 3 68 4 90
b b) Diluted (in Rs )
**Eaing per share discontinued operations (face value Rs. 2 each) **		 1,08 1 73 1 17 3 78 3 6 4 88
(not annualised)
**a) Basic (in Rs.) ** - - 0.10 0 04 0.17 0 34
b) Diluted( in Rs ) - - 0 10 O.Q4 0 17 0.34
C Eaings per share (Face value Rs. 2 each) (not annualised)
**a) Baic(in Rs.) **		 I 08 I 74 I 28 3 82 3 85 5.24
bt Diluted lin Rs.l 1,08 I 73 1.7 3.82
�		 3.81
_(_
�		 5.22

~~�D~~~

Notes on unaudited standalone financial results:

  • 1) The above unaudited standalone financial results for the quarter ended 31 December 2018 and the year-to-date results for the period from O 1 April 2018 to 3 1 December 2018 have been reviewed on 06 February 2019 by the Audit Committee and approved by the Board of Directors. These results have been subjected to limited review by the statutory auditors of the Company.

These results along with the review report of the statutory auditors have been filed with stock exchanges, pursuant to Regulations 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are available on the stock exchanges' websites, NSE website (www.nseindia.com), BSE website (www.bseindia.com) and on Company's website (www.unominda.com).

  • 2) These standalone financial results of the Company have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by Ministry of Corporate Affairs pursuant to Section 133 of the Companies Act 2013 read with the relevant rules issued thereunder and the other accounting principles generally accepted in India.

  • 3) During the quarter, the following investments were made by the Company -

  • 63,41,645 equity shares (face value of Rs. 10 each) of Kasei Minda Mould Private Limited for a total consideration of Rs. 6.34 crores, representing 49.90% shareholding, thereby making it a Joint Venture Company.

  • Additional 528,391 equity shares of Global Mazinkert, a subsidiary for a total consideration of Rs. 14.38 crores.

  • 4) The Company has issued 7,03,500 equity shares of Rs.2 each under employee stock option scheme during the previous quarter.

  • 5) Exceptional income for the year ended 31 March 2018 consisted of an amount of Rs 5.49 Crores towards the profit of sale of business of Battery Division of the Company to its wholly owned subsidiary, Minda Storage Batteries Private Limited.

  • 6) During the quarter ended June 30, 2018 Company's manufacturing unit at Sonepat related to manufacturing of two wheeler lights was hived off to its wholly owned subsidiary viz. Rinder India Private Limited. The shareholders of the Company had accorded their consent to the aforesaid resolution on 30 March 2018. Accordingly, it was treated as discontinued operations. The relevant information for the discontinued operations for all the periods presented is as below:

(Rs. Crores) (Rs. Crores)
Particulars 31 Dec 30 Sept 31 Dec 31 Dec 31 Dec 2017 31 March
2018 2018 2017 2018 (Nine 2018
(Qtr) (Qtr) (Qtr) (Nine Months) (Year
Months ended)
Revenue 23.70 30.00 68.08 91.80
Expenses
Proft/(Loss)		 20.17
3.53		 28.57
1.43		 62.96
5.12		 88.04
3.76
before Tax
Tax Ex enses 0.82 0.33
Proft/(Loss) afer 2.71 1.10
Tax
  • 7) According to the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, revenue for the nine months ended 31 December 2017 was reported inclusive of Excise Duty. Goods and Service Tax ('GST') was implemented w.e.f 1st July 2017 which replaced Excise Duty and other input taxes. As per applicable IND AS on revenue recognition, the revenue for the quarter ended December 2018, September 2018, December 2017 and nine months ended December 2018 are reported net of GST. Had the previously reported revenues for the nine months ended December 2017 and year ended March 31, 2018 were shown net of excise duty, comparative revenue of the Company would have been as follows:
(Rs. in Crores) (Rs. in Crores) (Rs. in Crores) (Rs. in Crores) (Rs. in Crores) (Rs. in Crores)
Particulars 31 Dec 2018
(Qtr)		 30 Sept
2018
(Qtr)		 31 Dec 2017 31 Dec 2018
(Qtr)
(Nine
Month)		 31 Dec2017
(Nine
Month)		 31 March
2018
(Year
ended)
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Audited)
Revenue
from
operations
509.38
539.18
451.80
1565.98
1352.45		 1857.08

  • 8) The Company is engaged in the business of manufacturing of auto components including auto electrical parts and its accessories and ancillary services and there is no separate reportable business segment as per Ind AS 108 on Operating Segments.

  • 9) Earnings per share of comparative previous periods have been restated for bonus share issued during the quarter ended September 2018.

  • 10) With effect from 1[5t ] April 2018, the Company has adopted Ind-AS 115 ("Revenue from Contracts with Customers") using the cumulative effect method which is applied to contracts that were not completed as at 1 [st ] April 2018 and accordingly the statement has been prepared in accordance with recognition and measurement principles laid down in Ind-AS 115. The application oflnd-AS 115 did not have any significant impact on recognition and measurement of revenue and related items in the statements.

  • 11) The Board of Directors in their meeting dated February 6, 2019 have approved and declared the interim dividend of Rs 0.45 per share i.e. 22.50% on equity shares (Face value of Rs 2 each).

For and on behalf of the Board of

Place : Gurugram Date : 06 February 201 9

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MINDA INDUSTRIES LIMITED

REGD. OFFICE: B-64/1, WAZIRPUR INDUSTRIAL AREA, DELHT-110052

STATEMENT OF UNAUDITED CONSOLIDATED FINANCIAL RESULTS FOR THE QUARTER AND NINE MONTHS ENDED 31 DECEMBER 2018

2
4
5
6
a)
b)
7
8
9
10
(a)
(b)
II
12
13
14
15
16
17
PARTICULARS
Income
(a)
Revenue fom operations
(b)
Other income
Total income
Expense
(a)
Cost of materials consumed
(b)
Purchases of stock-in trade
(c )
Changes in inventores of fnished goods, stock-in
tade and work-in-progress
(d)
Excise dut on sales
(e)
Employee benefts expense
(I)
Finance costs
(g)
Depreciation and amortisation expense
(h)
Other expenes
Total expenses
Proft/(loss) before share of proft/(loss) of associates
/ joint ventures, exceptional items and tax
Exceptional items (Net) (Refer Note 4)
Proft/(loss) after exceptional items but befre share
of proft/(loss) of associates / joint ventures and taxes
Tax expense
Current tax
Deferredta.,
Net proft /(loss) fr the period after taxes but before
share of proft/(loss) of associates / joint ventures
Share of proft/(loss) of associates/ joint ventures
Net proft/(loss) after share of proft/(loss) of
associates / joint ventures (A)
Other comprehensive income fr the Period (B)
(i) Items that will not be reclassifed to proft or loss
(i)Income-tax relatng to items that will not be
reclassifed to proft&loss
(i) Items that will be reclassifed to proft or loss
(i)Income-tax relating to items that will be reclassifed
to proft&loss
Total comprehensive income for the Period (A+B)
Proft fr the period attributable to:
(a)
Owers of Minda Industes Limited
(b)
Non-contolling interests
Other comprehensive income attributable to:
(a)
Owners of Minda Indutes Limited
(b)
Non-contolling interests
Total comprehensive income attributable to:
(a)
Owners of Minda Industies Limited
(b)
Non-contolling interests
Paid up equity share capital (Face value Rs,2 per share)
Otl1er Equity
Egs per share (Face value Rs. 2 each) (not
annualised) (Refer note 7)
a) Basic (in Rs,)
b) Diluted (in Rs,l		 31 Dec 2018
Unaudited)
1,470 09
2 70
1,472.79
822 43
84 67
(3 73)
204.92
14.1
60 83
181 38
1,365.01
107.78
107.78
28.34
26 25
2.09
79.44
I 88
81.32
(3.61)
0 67
(0.25)
(4 03)
77.71
69.35
11.97
(3.52)
(0.09)
65.83
11.88
52 44
2 65
2.65
c shau d,uu)
Qu:u-tcr ended
Year ended
30 Se2018
31 Dec 2017
31 Dec 2018
31 Dec 2017
31 March 2018
naudited
fUnaudited)
(Unauditedl
(Unaudited)
(Audited)
1.52172
1,056.16
4,421 63
3,177 42
4,548.29
4,76
7 68
13 96
20 97
33.35
1,526.48
1,063.84
4,435.59
3,198.39
4,581.6
831.14
583,27
2,317 69
1,710 98
2,342,02
122.7
96,95
446 49
250,04
454.21
(15.99)
(32,96)
(40 67)
(43 15)
(33.05)
77.73
77.73
195 28
141.44
588.77
410 32
586,80
15 05
7,01
42 72
21 18
35,09
56.09
41,98
166 20
115 99
164.85
I 99.8
141.08
569 54
407 17
586.76
1,403.52
978.77
4,090.74
2,950.26
4,214.41
122.96
85.07
344.85
248.13
367.23
38,24
122.96
85.07
344.85
248.13
405.47
38.73
24.29
100.68
75.19
97.69
32.41
17.20
88 12
63 96
84.58
6.32
7.09
12,56
11 23
13.11
84.23
60.78
244.17
172.94
307.78
4.
5,32
10.53
17.98
23.08
88.78
66.10
254.70
190.92
330.86
4.52
(2.85)
3.42
(1.01)
5.31
1.41
(0,84)
2,67
(2.53)
2 92
(0.52)
0,30
(0 91)
0,86
(0.93)
3,63
(2.31)
1.66
0,66
3,32
93.3U
63.25
258.12
189.91
336.17
72.72
59.47
212.12
174.74
310.19
16.06
6.63
42.58
16.18
20.67
4.37
(2.80)
3.32
(0.9)
4.80
0.15
(0.05)
0.10
(0.02)
0.51
77.09
56.67
215.44
173.75
314.99
16.21
6.58
42.68
16.16
21.18
52 4
17.28
52 44
17,28
17.41
1,374.28
2.75
2.30
11.96
2.74
2,27

Notes on unaudited consolidated financial results:

  • 1) The above unaudited consolidated financial results for the quarter ended 31 December 2018 and the year-to-date results for the period from O 1 April 2018 to 31 December 2018 have been reviewed on 06 February 2019 by the Audit Committee and approved by the Board of Directors. These results have been subjected to limited review by the statutory auditors of the Parent Company.

These results along with the review report of the statutory auditors have been filed with stock exchanges, pursuant to Regulations 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are available on the stock exchanges' websites, NSE website (www.nseindia.com), BSE website (www.bseindia.com) and on Company's website (www.unominda.com).

  • 2) These consolidated financial results have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by Ministry of Corporate Affairs pursuant to Section 133 of the Companies Act 2013 read with the relevant rules issued thereunder and the other accounting principles generally accepted in India.

  • 3) Key numbers of standalone financial results of the Parent Company are as under -

(Rs. Crores) (Rs. Crores) (Rs. Crores) (Rs. Crores) (Rs. Crores) (Rs. Crores)
Particulars Quarter ended Nine Months ended Year
ended
31 Dec 2018 30 Sept 2018 31 Dec 2017 31 Dec 2018 31 Dec 2017 31
March
2018
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Audited)
Total income 517.61 555.99 461.54 1595.01 1431.95 1,942.19
Proft befre
ta		 36.87 58.10 43.21 130.76 128.47 175.60

Total
comprehensive
income		 28.79 46.68 33.02 103.07 98.90
136.43
  • 4) Exceptional items for year ended 31 March 2018 includes -
Exceptional items fr year ended 31 March 2018 includes - Exceptional items fr year ended 31 March 2018 includes - Exceptional items fr year ended 31 March 2018 includes -
(Rs. Crores)
Particulars
 Year ended
31 March
2018
Audited
Gain on fir valuation of pre-existing shareholding of an associate on conversion into
subsidiar pursuant to Ind AS 103
 70.12

Provision fr contingencies relating to export obligation in respect of a subsidiary
company*
 (31.88)
38.24
* Defrred tax asset of Rs. 8.46 crores have been netted of fom deferred ta liabi ·
ended March 2018.
  • 5) According to the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, revenue for the nine month ended 31 December 2017 was reported inclusive of Excise Duty. Goods and Service Tax ('GST') was implemented w.e.f. 1st July 2017 which replaced Excise Duty and other input taxes. As per applicable IND AS on revenue recognition, the revenue for the quarter ended December 2018, September 2018, December 2017 and nine months ended December 2018 are reported net of GST. Had the previously reported revenues for the nine months ended December 2017 and year ended March 31, 2018 were shown net of excise duty, comparative revenue would have been as follows:
(Rs. in Crores) (Rs. in Crores) (Rs. in Crores) (Rs. in Crores) (Rs. in Crores)
Particulars
Revenue
from
operations		 31 Dec 2018
30 Sept 2018
(Qtr)
(Qtr)		 31 Dec 2017
(Qtr)		 31 Dec 2018
(Nine month
ended)		 31 Dec 2017
(Nine months
ended)		 31 March
2018
(Year
ended)
(Unaudited)
(Unaudited)
1470.09
1521.72		 (Unaudited)
(Unaudited)
1056.16
4421.63		 (Unaudited)
3099.69
(Audited)
4470.56

  • 6) The Group is engaged in the business of manufacturing of auto components including auto electrical parts and its accessories and ancillary services and there is no separate reportable business segment as per Ind AS 108 on Operating Segments.

  • 7[)][Earnings per share of comparative period have been restated for bonus share issued during the quarter] ended September 2018.

  • 8) With effect from l • [1 ] April 2018, the Group has adopted Ind-AS 115 ("Revenue from Contracts with Customers") using the cumulative effect method which is applied to contracts that were not completed as at 1[st ] April 2018 and accordingly the statement has been prepared in accordance with recognition and measurement principles laid down in Ind-AS 115. The application of Ind-AS 115 did not have any significant impact on recognition and measurement of revenue and related items in the statements.

  • 9) The Board of Directors of the Parent Company in their meeting dated February 6, 2019 have approved and declared the interim dividend of Rs 0.45 per share i.e. 22.50% on equity shares (Face value of Rs 2 each).

Place :Gurugram Date:06 February 2019

==> picture [208 x 111] intentionally omitted <==

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

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Chartered Accountants

BS R & Co. LLP

Building No.10, 8th Floor, Tower-B DLF Cyber City, Phase - II Gurugram - 122 002, India

Telephone: + 91 124 719 1000 Fax: + 91124 235 8613

To the Board of Directors of Minda Industries Limited

We have reviewed the accompanying statement of unaudited standalone financial results (the "Statement") of Minda Industries Limited ("the Company") for the quarter ended 31 December 2018 and the year-to-date results for the period from O 1 April 2018 to 31 December 2018 (''the Statement") attached herewith, being submitted by the company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations').

This statement is the responsibility of the Company's Management and has been approved by the Board of Directors. Our responsibility is to issue a report on these financial results based on our review.

We conducted our review in accordance with the Standard on Review Engagement (SRE) 24 l 0, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" specified under section 143(10) of the Companies Act, 2013. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the financial results are free of material misstatement. A review is limited primarily to inquiries of company personnel and analytical procedures applied to financial data and thus provides less assurance than an audit. We have not performed an audit and accordingly, we do not express an audit opinion.

The unaudited standalone financial results include the Company's share of net profit of INR 2.20 crores for the quarter ended 3 \ December 2018 and INR 5.07 crores for the year-to-date results for the period from 1 April 2018 to 31 December 2018 in respect of three partnership firms, whose financial results have not been reviewed by us. These financial results have been reviewed by other auditors whose reports have been furnished to us by the management and our review report on the unaudited standalone financial result, in so far as it relates to the amounts included in respect of these partnership firms, is based solely on the review reports of the other auditors. Our conclusion is not modified in respect of such matter.

Based on our review conducted as above and based on the consideration of the review reports of the other auditors referred to in paragraph above, nothing has come to our attention that causes us to believe that the accompanying statement of unaudited standalone financial results prepared in accordance with applicable accounting standards i.e. Ind AS prescribed under Section 133 of the Companies Act, 2013 and other recognised accounting practices and policies has not disclosed the information required to be disclosed in terms of Regulation 33 of the Listing Regulations including the manner in which it is to be disclosed, or that it contains any material misstatement.

ForB SR & Co. LLP

Place : Gurugram Date: 6 February 2019

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Registered Office: 1st Floor, Lodha Excelus Apollo Mills Compound N.M. Joshi Marg, Mahalakshmi Mumbai - 400 011

B S A & Co. (a partnership firm with Registration No. BA61223) converted into BS A & Co. LLP (a Limited Liability Partnership with LLP Registration No. MB-8181) with effect from October 14, 2013

Chartered Accountants

BS R & Co. LLP

Building No.10, 8th Floor, Tower-B Telephone: + 91 124 719 1000 DLF Cyber City, Phase - II Fax: + 91 124 235 8613 Gurugram - 122 002, India

To

Board of Directors of Minda Industries Limited

We have reviewed the accompanying statement of unaudited consolidated financial results ('the statement') of Minda Industries Limited ('the Company'), its subsidiaries (the Company and its subsidiaries collectively referred to as 'the Group'), its associates and its joint ventures for the quarter ended 31 December 2018 and the year-to-date results for the period from O 1 April 2018 to 31 December 2018 attached herewith, being submitted by the company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations').

This statement is the responsibility of the Company's Management and has been approved by the Board of Directors. Our responsibility is to issue a report on these consolidated financial results based on our review.

We conducted our review in accordance with the Standard on Review Engagement (SRE) 2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity specified under section 143(10) of the Companies Act, 2013. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the consolidated financial results are free of material misstatement. A review is limited primarily to inquiries of company personnel and analytical procedures applied to financial data and thus provides less assurance than an audit. We have not performed an audit and accordingly, we do not express an audit opinion.

We did not review the financial information of sixteen subsidiaries included in the statement of unaudited consolidated financial results and consolidated year-to-date financial results, whose unaudited financial information reflect total revenue including other income (before consolidation adjustments) of INR 618.41 crores and INR 1801. 96 crores for the quarter ended 31 December 2018 and period from O l April 2018 to 31 December 2018 respectively. The consolidated financial results also include the Group's share of net profit (and other comprehensive income) of INR 3.25 crores and INR 14.38 crores for the quarter ended 31 December 2018 and for the period from O l April 2018 to 31 December 2018 respectively in respect of eight associates and joint ventures whose financial information has not been reviewed by us. These unaudited financial information has been reviewed by other auditors whose reports have been furnished to us, and our conclusion on the unaudited consolidated financial results and the year-to-date results, to the extent they have been derived from such unaudited financial information is based solely on the report of such other auditors. In respect of nine subsidiaries with total revenue including other income (before consolidation adjustments) of INR 191.82 crores and INR 522.98 crores for the quarter ended 31 December 2018 and for the period from 01 April 2018 to 31 December 2018 respectively and one joint venture with Group's share of net profit (and other comprehensive income) ofINR 0.17 crores and INR 0.85 crores for the quarter ended 31 December 2018 and for the period from 1 April 2018 to 31 December 2018 respectively located outside India, the financial information have been prepared in accordance with accounting principles generally accepted in their respective countries and which have been reviewed by other auditors under generally accepted auditing standards applicable in their respective countries. The Holding Company's management has converted the financial information of such subsidiaries and joint ventures located outside India from accounting principles generally accepted in their respective countries

Registered Office: 1st Floor, Lodha Excelus Apollo Mills Compound N.M, Joshi Marg, Mahalakshmi Mumbai - 400 011

B S R & Co. (a partnership firm with Registration No, BA61223) converted into B S R & Co. LLP (a Limited Liability Partnership with LLP Registration No. AAB-8181) with effect from October 14, 2013

BS R & Co. LLP

to accounting principles generally accepted in India. We have reviewed these conversion adjustments made by the Company's management. Our conclusion in so far as it relates to the balances and affairs of such subsidiaries and joint venture located outside India is based on the report of other auditors and the conversion adjustments prepared by management of the Holding Company and reviewed by us. Our conclusion is not modified in respect of such matter.

We did not review the financial information of two subsidiaries (three till September 2018) included in the statement of unaudited consolidated financial results and consolidated year-to-date financial results, whose financial information reflect total revenue including other income (before consolidation adjustments) of INR 13.73 crores and INR 45.07 crores for the quarter ended 31 December 2018 and for the period from 1 April 2018 to 31 December 2018. These consolidated financial results also include the Group's share of net loss (including other comprehensive income) of INR 1.19 crores and INR 3.28 crores for the quarter ended 31 December 2018 and period from 1 April 2018 to 31 December 2018 respectively in respect of three associates / joint ventures, whose financial information has not been reviewed by us. These financial information has been certified by the management and our conclusion on the consolidated financial results, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, associates/ joint ventures, is based solely on such financials information certified by the management. In our view and according to the information and explanations given to us by the management, these financial information are not material to the Group.

Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying statement of unaudited consolidated financial results prepared in accordance with applicable accounting standards i.e. Ind AS prescribed under Section 133 of the Companies Act, 2013 and other recognised accounting practices and policies has not disclosed the information required to be disclosed in terms of Regulation 33 of the Listing Regulations including the manner in which it is to be disclosed, or that it contains any material misstatement.

For B S R & Co. LLP

Place: Gurugram Date: 06 February 2019

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Annexure -I

The details as required to be disclosed under the aforesaid Regulation 30 read with Clause 7 of Para A of Annexure I of SEBI Circular No. CIR/CFD/CMD/4/2015 dated 09 September, 2015

Particulars Details Details
Reason fr change viz. Mrs. Pravin Tripathi (DIN 06913463) has been
appointment, resignation, removal,
death or otherwise		 appointed as a Non-Executive Independent
Woman Director fr a period of two (2) yeas fom
06/02/2019 to 05/02/2021, subject to approval of
the shaeholders of the company.
Date of appointment and term
appointment		 of Date of Appointment: 06 February, 2019
Term of Appointment: 2 years i.e. fom
06/02/2019 to 05/02/2021.
Brief Profle Mrs. Pravin Tripathi is a frmer Indian Audit &
Accounts Service (IAAS) Offcer of 1973 Batch
and has served in the various capacities, as detailed
below: -
a) As a member of the Competition Appellate
Tribunal.
b) As a member of Airort Economic Regulatory
Authority Appellate Tribunal.
c) As a Deputy Comptroller & Auditor General of
India and Chairerson Audit Board.
d) As Chief Auditor, Municipal Cororation of
Delhi
e) As a JS&F A in Council of Scientifc &
Industrial Research, Ministry of Labour, Govt.
oflndia.
f As a Principal Director of Audit (Norther
Railway & Air Force & Navy.
g) As a Director of Audit, Embassy of India,
Washington, DC, USA.
h) As a Financial Advisor in Delhi Development
Authority.
i) As a Joint Director of Audit, Central Revenues,
New Delhi.
j) Deputy Accountant General, Union Territory,
Chandigarh.
k) Deputy Accountant General, Bhakra Beas
Management Board.

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Presently she is on the Board of the below stated
listed Companies, as an Independent Director:
1) PTC India Financial Services Ltd.
2) PTC Energy Ltd.
3) JBM Auto Ltd.
4) IL&FS Technologies Ltd.
and as a Director on the Board of DSP Trustee
Private Ltd.
Mrs. Pravin Tripathi holds B.A. (Hons.) and
Master m English Literature fom Punjab
University.
Disclosure of relationship between Mrs. Pravin Tripathi is not related to any other
Directors Director of the Company.

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