UNO Minda Limited - Proxy Solicitation & Information Statement 2022

MINDA IIl(•l[ l

Minda Industries Ltd.

THINK . INSPIRE. FLOURISH

Ref. No: Z-IV/R-39/D-2/174 & 207 Date : 13 January, 2022

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

Sub: Information under 230 to 232 of the Companies Act. 2013 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 regarding notice convening the meeting of Equity Shareholders and Unsecured Creditors of Minda Industries Limited pursuant to the order dated 31 August, 2021 and 20 October. 2021 of Hon'ble National Company Law Tribunal ("NCLT") and order dated 23 December 2021 of Hon'ble National Company Law Appellate Tribunal {"NCLAT").

Dear Sir(s),

Pursuant to Sections 230 to 232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, notice is hereby given that the NCLT convened meeting of the Equity Shareholders and Unsecured Creditors of the Company will be held as per the schedule given below to consider the Composite Scheme of Amalgamation of Minda I Connect Private Limited (Transferor Company) with Minda Industries Limited (Transferee Company) and their respective shareholders and Creditors ("Scheme").

S.No.	Venue	Date	Timings
1	Through Video Conferencing 16-02-2022 10.30 from Lakshmipat Singhania (Wednesday) a.m. Auditorium, PHO House, Opposite Asian Games Village, New Delhi 110 016
	Through Video Conferencing from Lakshmipat Singhania Auditorium, PHO House, Opposite Asian Games Village, New Delhi 110 016	16-02-2022 (Wednesday)	12.30 p.m.

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MINDA INDUSTRIES LTD. (Corporate) Village Nawada Fatehpur, P.O. Sikanderpur Badda, am�sar, 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 : L74899DL 1992PLC050333

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Copies of the notices of the above meetings along with the Explanatory Statement are attached herewith for your information and records. The same are also available on the website of the company under the following links: -

https://www.unominda.com/uploads/lnvestor/2022/NCLT%20Convened%20Meeting%20Notice%20%20of%2 0the%20Eq u I ty%20S ha reho I ders%20of%20M ind a%20 Ind ustries%20Li m ited. pdf

h ttps ://www. u no mind a. com/up I oa d s/ Investor /202 2/ nclt-co nvened-r e eti ng-n oti ce-o f-t he-unsecured cred ito rs-of-min da-i n d ustri es-Ii m ited-1. pdf

Thanking you Yours faithfully, For Minda Industries Ltd. �[Rtvfl��] Tarun Kumar Srivastava Company Secretary & Compliance Officer

Encl: As above.

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MINDA INDUSTRIES LIMITED

CIN : L74899DL1992PLC050333 Registered Office: B-64/1, Wazirpur Industrial Area, Delhi - 110052 Website : www.unominda.com; E-Mail: [email protected] Tel No. : +91 11 49373931 Fax: +91 124 2290676/95

NOTICE OF THE MEETING OF THE EQUITY SHAREHOLDERS OF MINDA INDUSTRIES LIMITED

(Convened pursuant to order dated August 31, 2021 & October 20, 2021 passed by the

Hon’ble National Company Law Tribunal, New Delhi Bench (Court-II)

read with the order passed by Hon’ble NCLAT dated December 23, 2021

DETAILS OF NCLT CONVENED MEETING OF EQUITY SHAREHOLDERS

	DETAILS OF NCLT CONVENED MEETING OF EQUITY SHAREHOLDERS
Day	Wednesday
Date	February 16, 2022
Time	10:30 A.M. (Indian Standard Time)
Venue/ Mode*	Meeting to be held through Video Conferencing at Lakshmipat Singhania Auditorium, PHD House, Opposite Asian Games Village, New Delhi-110016

*** Please note that there shall be no meeting requiring physical presence at a common venue in view of the present circumstances on account of the CoVID-19 pandemic.**

POSTAL BALLOT AND REMOTE E-VOTING PERIOD FOR NCLT CONVENED MEETING OF EQUITY SHAREHOLDERS

Start Date	Monday, January 17, 2022 at 9:00 A.M. (Indian Standard Time)
Last Date	Tuesday, February 15, 2022 at 5:00 P.M. (Indian Standard Time)

INDEX

	INDEX
S. No.	Contents	Page No.
1	Notice of meeting of the Equity Shareholders of Minda Industries Limited (‘Transferee Company’) convened pursuant to the Orders, dated August 31, 2021 & October 20, 2021, of the Hon’ble National Company Law Tribunal, New Delhi, Court-II (‘NCLT’) read with the order passed by Hon’ble NCLAT dated December 23, 2021 under the provisions of Sections 230-232 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016	3-4
2	Explanatory Statement under Section 230 & Section 102 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 to the Notice of the NCLT convened meetingof the equityshareholders of Minda Industries Limited	5-28
3	Annexure- I -Scheme of Amalgamation (“Scheme”)	29-50
4	Annexure– II A -Order dated August 31, 2021 passed by the Hon’ble National Company Law Tribunal, New Delhi (Court-II)	51-60
5	Annexure– II B -Order dated October 20, 2021 passed by the Hon’ble National Company Law Tribunal, New Delhi (Court-II)	61-68
6	Annexure– II C- Order dated December 23, 2021passed by the Hon’bleNational Company Law Appellate Tribunal, Principal Bench, New Delhi(“NCLAT”)	69-78
7	Annexure– III A- Report adopted by the Board of Directors of Minda I Connect Private Limited (‘Transferor Company’) as per the provisions of Section 232(2)(c) of the Companies Act, 2013 explaining the efect of the Scheme on each of the equity shareholders, key managerial personnel, promoters and non- promoter shareholders, layingout inparticular the share entitlement ratio	79-82
8	Annexure– III B-Report adopted by the Board of Directors of Minda Industries Limited (‘Transferee Company’) as per the provisions of Section 232(2)(c) of the Companies Act, 2013 explaining the efect of the Scheme on each of the equity shareholders, key managerial personnel, promoters and non- promoter shareholders, layingout inparticular the share entitlement ratio	83-86
9	Annexure- IV A- Copy of supplementary Unaudited Accounting Statements (with Limited Review Report) of Minda I Connect Private Limited (‘Transferor Company’) as at September 30, 2021	87-110
10	Annexure- IV B- Copy of Unaudited Financial results (with Limited Review Report) of Minda Industries Limited (‘Transferee Company’) as at September 30, 2021	111-134
11	Annexure– V – Valuation report	135 - 146
12	Annexure– VI– Fairness Opinion	147 - 150
13	Annexure– VII– Compliant Report	151 - 152
14	Annexure– VIII– Observation letter from NSE and BSE	153 - 156
15	Annexure– IX–Auditor’s Certifcate under section 133 of the Companies Act, 2013 of the Transferee Company	157 - 160
16	Annexure-X-The applicable information of the Transferor Company in the format specifed for the abridged prospectus as provided in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018	161 - 168
17	Annexure-XI-Pre shareholding pattern of the Transferor Company and Pre and Post shareholding pattern of Transferee Companyrespectively	169 - 188
18	Postal Ballot Form	enclosed (loose leaf insertion)

FORM NO. CAA 2

[Pursuant to Section 230 (3) and Rule 6 and 7 of Companies (Compromises, Arrangements and Amalgamations) Rules, 2016]

Company Application No. - CA (CAA) No. 66/ND/2021

IN THE MATTER OF SECTION 230 TO 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013

AND

IN THE MATTER OF THE COMPOSITE SCHEME OF AMALGAMATION AMONGST MINDA I CONNECT PRIVATE LIMITED, a Company incorporated under the provisions of the Companies Act, 2013 and having its registered office at B-64/1, Wazirpur Industrial Area, Delhi-110052 (“Transferor Company”) AND MINDA INDUSTRIES LIMITED, a Company incorporated under the provisions of the Companies Act, 1956 and having its registered office at B-64/1, Wazirpur Industrial Area, Delhi-110052 (“Transferee Company”) and their respective shareholders and creditors

NOTICE CONVENING THE MEETING OF EQUITY SHAREHOLDERS OF MINDA INDUSTRIES LIMITED PURSUANT TO THE ORDER DATED AUGUST 31, 2021 & OCTOBER 20, 2021 OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, NEW DELHI BENCH (COURT-II) READ WITH THE ORDER PASSED BY HON’BLE NCLAT DATED DECEMBER 23, 2021

To,

The Equity Shareholders of Minda Industries Limited (the “ Company ” or the “ Transferee Company” )

NOTICE is hereby given that pursuant to the order dated August 31, 2021 & October 20, 2021 read with the order passed by Hon’ble NCLAT dated December 23, 2021 ( the “Order” ) in the above mentioned Company Application No. CA (CAA) No. 66/ND/2021, the National Company Law Tribunal, New Delhi (Court-II) ( “NCLT” or “Tribunal” ) directed to convene/ hold the meeting of the Equity Shareholders of the Transferee Company ( “NCLT Convened Meeting” ), for the purpose of considering, and if thought fit, approving with or without modification(s), the Scheme of Amalgamation of Minda I Connect Private Limited ( “Transferor Company” ) with Minda Industries Limited ( “Transferee Company”/ “Company” ) and their respective Shareholders and Creditors ( “Scheme” ) under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (“ Act ”).

In pursuance of the said Order and as directed therein, further notice is hereby given that a meeting of the Equity Shareholders of the Company will be held to transact the special business at 10.30 AM (IST), on Wednesday, February 16, 2022 through video conferencing or other audio visual means (“ VC/ OAVM ”), at Lakshmipat Singhania Auditorium, PHD House, Opposite Asian Games Village, New Delhi-110016 (“Meeting”) to consider and if thought fit, approve with or without modification(s), the resolution set out below in this Notice under Section 230 to 232 and other applicable provisions, if any of the Companies Act, 2013 read with rules framed thereunder (including any statutory modification(s) or re- enactment(s) thereof for the time being in force).

Further, notice is also hereby given to the equity shareholders of the Company pursuant to Section 108, Section 110 and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (“Rules”) (including any statutory modification or re-enactment thereof for the time being in force), and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with MCA General Circular No. 20/2020 dated May 05, 2020 read with General Circular No. 14/2020 dated April 08, 2020, General Circular No. 17/2020 dated April 13, 2020, General Circular No. 02/2021 dated January 13, 2021 and General Circular No. 20/2021 dated December 08, 2021 and SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017, SEBI Circular No. SEBI/HO/CFD/ CMD1/CIR/P/2020/79 dated May 12, 2020, SEBI Circular no. SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021 read with SEBI master circular SEBI/HO/CFD/DIL1/CIR/P/2020/249 dated December 22, 2020 and other applicable notifications and circulars issued by SEBI, and any other applicable regulations thereto, to consider, and if thought fit, approve the amalgamation proposed and embodied in the Scheme and to pass the resolution set out below in this notice through e-voting at the time of meeting/ postal ballot/ remote e-voting.

Persons entitled to attend and vote, may vote through postal ballot or through remote e-voting facility or e-voting at the time of meeting. The facility of remote e-voting shall be made available both prior to as well as during the Meeting through VC/ OAVM. As the Meeting is being held through VC/OAVM, the e-voting facility has been provided for voting by public shareholders in terms of Para (I)(A)(9)(a) &(b) of Annexure I of SEBI circular no. CFD/DIL3/CIR/2017/21 dated March 10, 2017. The facility of appointment of proxies by shareholders will not be available for this Meeting. However, a body corporate which is an equity shareholder is entitled to appoint a representative for the purposes of participating and/or voting during the Meeting.

Copy of the notice in relation to the Meeting, together with the documents accompanying the same, including the explanatory statement under Sections 230(3), 232(1), 232(2) and 102 of the Act read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (“Rules”) (“Explanatory Statement”) and the Scheme can be obtained free of charge on any day (except Saturday, Sunday and public holidays) from the registered office of the Company or from the Corporate Office of the Company situated at Village Nawada Fatehpur, P.O. Sikanderpur Badda, Manesar, Distt. Gurugram, Haryana-122004 during business hours.

The Tribunal has appointed Mr. Santosh Kumar Sahewala (IBBI Registration No. IBBI/IPA-001/IP-P00797/2017-18/11364), as the Chairperson of the Meeting, and Ms. Santosh Goel (IBBI Registration No. IBBI/IPA-001/IP-P00823/2017-18/11399), as the Alternate Chairperson of the Meeting, including for any adjournment(s) thereof. The Tribunal has also appointed Mr. Roshan Lal Jain (IBBI Registration No. IBBI/IPA-001/ IP-P00966/2017-18/11587), as the Scrutinizer for the Meeting, including for any adjournment(s) thereof. The Scheme, if approved at the Meeting, will be subject to the subsequent approval of the Tribunal.

“RESOLVED THAT pursuant to the provisions of Sections 230 to 232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 including all rules, circulars and notifications issued thereunder, as may be applicable, and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the National Company Law Tribunal Rules, 2016, applicable provisions, if any, and any provision of any other applicable law / statute and in accordance with the relevant clauses of the Memorandum of Association and Articles of Association of the Company and subject to the approval of the Hon’ble National Company Law Tribunal, New Delhi and approval of such other regulatory / statutory / government authority(ies), as may be necessary or as may be directed by the NCLT or such other competent authority(ies), as the case may be, and subject to such conditions and/ or modifications which may otherwise be considered necessary, desirable or appropriate by the parties or as may be prescribed or imposed by the NCLT or by any regulatory or other authorities, while granting such consents, approvals and permissions, which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the “Board”, which term shall be deemed to mean and include one or more Committee(s) constituted / to be constituted by the Board or any person(s) which the Board may nominate to exercise its powers including the powers conferred by this Resolution), approval of the equity shareholders of the Company be and is hereby accorded to the proposed Scheme of Amalgamation of Minda I Connect Private Limited ( “Transferor Company” ) with Minda Industries Limited ( “Transferee Company”/ “Company” ) and their respective Shareholders and Creditors ( “Scheme” ).

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

The equity shareholders of the Company attending the meeting and who have not cast their vote either through postal ballot or remote e-voting shall be entitled to exercise their vote at the time of the Meeting. The equity shareholders who have cast their vote by remote e-voting or through Postal Ballot prior to the Meeting may also attend the Meeting but shall not be entitled to cast their vote again.

Explanatory Statement pertaining to the said resolution setting out the material facts and reasons thereof under Section 230, Section 102 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 along with copy of the Scheme and other annexures are enclosed herewith.

The above-mentioned Scheme of Amalgamation, if approved by the Equity Shareholders at the Meeting, will be subject to the subsequent approval by the Hon’ble National Company Law Tribunal, New Delhi.

Dated: 5th day of January, 2022 Santosh Kumar Sahewala Place: New Delhi Chairperson appointed for the Meeting

Registered Office : B-64/1, Wazirpur Industrial Area, Delhi - 110052

NOTES:

1. An Explanatory Statement pursuant to Sections 230(3), 232(1), 232(2) and 102 of the Act read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (“Rules”) (“Explanatory Statement”) relating to the Special Business set out in the Notice to be transacted at the Meeting is annexed hereto.

2. This meeting of equity shareholders of the Company is being convened through Video Conferencing (VC) or Other Audio Visual Means (OAVM) as per the NCLT Order read with the MCA General Circular No. 20/2020 dated May 05, 2020, General Circular No. 14/2020 dated April 08, 2020, General Circular No. 17/2020 dated April 13, 2020, General Circular No. 02/2021 dated January 13, 2021 & General Circular No. 20/2021 dated December 08, 2021 and SEBI Circular No. SEBI/HO/CFD/ CMD1/CIR/P/2020/79 dated May 12, 2020, SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021 & SEBI master circular SEBI/HO/CFD/DIL1/CIR/P/2020/249 dated December 22, 2020 and other applicable circulars issued by MCA and SEBI from time to time.

3. As this Meeting is being held through VC / OAVM, the facility for appointment of Proxy by the Members is not available for this Meeting and hence the Proxy Form and Attendance Slip including Route Map are not annexed to this Notice.

4. National Securities Depositories Limited (‘NSDL’) will be providing e-voting facility for voting through remote e-voting and for e-voting during the Meeting. The procedure for participating in the meeting through VC / OAVM is explained hereinafter.

5. The equity shareholders of the Company are entitled to vote through postal ballot or through remote e-voting facility. The facility of remote e-voting shall be made available both prior to as well as during the Meeting through VC/OAVM, as described hereinafter. Since the Meeting will be held through VC/ OAVM, physical attendance of shareholders has been dispensed with.

6. A postal ballot form along with self-addressed postage pre-paid envelope is also enclosed. Equity shareholders voting through postal ballot are requested to carefully read the instructions printed in the attached postal ballot form. Equity shareholders who have received the notice by e-mail and who wish to vote through postal ballot form can download the postal ballot form from the Company’s website (www.unominda.com) or seek postal ballot form from the Company.

7. Equity shareholders shall fill in the requisite details and send the duly completed and signed postal ballot form in the enclosed selfaddressed postage pre-paid envelope to the scrutinizer so as to reach the scrutinizer on or before 5 p.m. on Tuesday, February 15, 2022. Postal ballot form, if sent by hand delivery or courier or by registered post/speed post at the expense of an equity shareholder will also be accepted. Any postal ballot form received after the said date and time period shall be treated as if the reply from the equity shareholders has not been received.

8. Incomplete, unsigned, improperly or incorrectly tick marked postal ballot forms will be rejected.

9. The vote on postal ballot cannot be exercised through proxy.

10. There shall be only 1 (one) postal ballot form for every registered folio/client ID irrespective of the number of joint equity shareholders.

11. The postal ballot form should be completed and signed by the equity shareholders (as per specimen signature registered with the Company and/or furnished by the Depositories). In case, shares are jointly held, this form should be completed and signed by the first named equity shareholder and in his/her absence, by the next named equity shareholder. Holder(s) of Power of Attorney (“PoA”) on behalf of an equity shareholder may vote on the postal ballot mentioning the registration number of the PoA with the Company or enclosing a copy of the PoA authenticated by a notary. In case of shares held by companies, societies etc., the duly completed postal ballot form should be accompanied by a certified copy of the board resolution / authorization giving the requisite authority to the person voting on the postal ballot form.

12. The Physical copies of the Notice of this NCLT convened Meeting are being sent by permitted mode under Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 to the Equity Shareholders, who have not registered their e-mail IDs for receipt of documents in electronic mode, whose names appear in the Register of Members and list of Beneficial Owner as provided by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) as on January 7, 2022 (“Cut-off date”). The Notice has been sent by e-mail to those equity shareholders who have registered their e-mail IDs for receipt of documents in electronic mode as on cut-off date. A person who is not an equity shareholder as on cut-off date shall not be eligible to vote through any mode and treat this notice for information purposes only. The Notice shall be communicated to BSE Limited, National Stock Exchange of India Limited, National Securities Depository Limited (NSDL), Share Transfer Agent of the Company (i.e. Registrar & Share Transfer Agent of the Company) and shall also be displayed on the website of the Company i.e. www.unominda. com.

13. Corporate/Institutional Members (i.e. other than Individuals, HUF, NRI, etc.,) are also required to send scanned certified true copy (PDF Format) of the Board Resolution/Authority Letter, etc., together with attested specimen signature(s) of the duly authorised representative(s), to the Scrutinizer [email protected] with a copy marked to [email protected]. The scanned image of the above mentioned documents should be in the naming format “Minda Industries Limited – NCLT convene meeting.”

14. Equity Shareholders are informed that in case of joint holders attending the meeting, joint holder whose name stands first in the Register of Members and in his / her absence by the next named member of the Transferee Company in respect of such joint holding will be entitled to vote.

15. In terms of Sections 230 to 232 of the Act, the Scheme shall be considered approved by the equity shareholders of the Company if the resolution mentioned above in the Notice has been approved at the Meeting by a majority of persons representing three-fourths in value of the equity shareholders, voting through postal ballot, or through e-voting facility made available both prior to as well as during the Meeting through VC/ OAVM.

16. In addition, the Company is seeking the approval of its equity shareholders to the Scheme by way of voting through postal ballot and e-voting. Circular No. CFD/DIL3/CIR/2017/21 dated 10 March 2017 (“SEBI Circular”) issued by the Securities and Exchange Board of India (“SEBI”), inter alia, provides that approval of public shareholders of the Company to the Scheme shall be obtained by way of voting through e-voting. Since, the Company is seeking the approval of its equity shareholders (which includes Public Shareholders) to the Scheme by way of voting through postal ballot and e-voting, this notice will be deemed (i) to be issued in accordance with the provisions of the Act; and (ii) to be the notice sent to the public shareholders of the Company in accordance with the SEBI Circular. For this purpose, the term “Public” shall have the meaning assigned to it in Rule 2(d) of the Securities Contracts (Regulations) Rules, 1957 and the term “Public Shareholders” shall be construed accordingly.

Further, in accordance with the SEBI Circular, the Scheme shall be acted upon only if the votes cast by the Public Shareholders in favour of the aforesaid resolution for approval of Scheme are more than the number of votes cast by the Public Shareholders against it.

17. The equity shareholders desiring to exercise their vote through postal ballot or by using remote e-voting facility are requested to carefully follow the instructions set out in the notes below under the headings “Voting through Remote E-voting and joining the Meeting” or “Voting through physical Postal Ballot”, as the case may be.

18. Pursuant to the provisions of Section 230(4) read with Section 108 and Section 110 of the Act read with Rule 6(3)(xi) of the Rules read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 (as amended from time to time), Regulation 44 of the SEBI Listing Regulations and other applicable provisions, if any, of the Act and of SEBI Listing Regulations, and the SEBI Circular, the Company is pleased to offer postal ballot and e-voting facility to its equity shareholders holding equity shares as on Cut-off date, to exercise their right to vote on the above resolution. A person, whose name is not recorded in the Register of Members or in the Register of Beneficial Owners maintained by NSDL/CDSL as on the Cut-off date shall not be entitled to avail the facility of e-voting or voting through postal ballot or voting at the Meeting. Voting rights shall be reckoned on the paid-up value of the equity shares registered in the names of the equity shareholders as on cut-off date. Persons who are not equity shareholders of the Company as on the Cut-off date should treat this notice for information purposes only.

Equity Shareholders can opt for only one mode of voting i.e. either through remote E-Voting or Postal Ballot or e-voting at the time of NCLT Convened Meeting of Equity Shareholders. In case Equity Shareholders cast their vote by more than one means of voting, then voting done through e-voting shall prevail and voting done by postal ballot shall be treated invalid

19. The voting period for postal ballot and remote e-voting (prior to the Meeting) commences on Monday, January 17, 2022 at 9:00 A.M. (Indian Standard Time) and ends on Tuesday, February 15, 2022 at 5:00 P.M. (Indian Standard Time). During this period, the equity shareholders holding equity shares either in physical form or in dematerialized form, as on Cut-Off date, may cast their vote (for or against) electronically or by postal ballot. Once the vote on the resolution is cast by an equity shareholder, such equity shareholder will not be allowed to change it subsequently.

20. Voting rights shall be reckoned on the paid-up value of equity shares registered in the name of members as on Cut-off date.

21. The scrutinizer will submit his combined report to the Chairperson in his absence to the Alternate Chairperson after completion of the scrutiny of the votes cast by the equity shareholders (including public shareholders) through postal ballot and remote e-voting (both prior to and during the Meeting). The scrutinizer’s decision on the validity of the votes shall be final. The scrutinizer will also submit a separate report with regard to the result of the postal ballot and e-voting in respect of Public shareholders. The results of votes cast through (i) remote e-voting (ii) postal ballot, and (iii) e-voting at the time of the Meeting including the separate results of the postal ballot and e-voting exercised by the Public Shareholders, shall be announced by the Chairperson not later than two working days of the conclusion of the Meeting upon receipt of Scrutinizer’s report and the same shall be displayed on the website of the Company www.unominda.com and on the website of NSDL www.evoting.nsdl.com, being the agency appointed by the Company to provide the voting facility to the shareholders, besides being notified to NSE and BSE, the stock exchanges, where shares of the Transferee Company are listed.

22. As directed by the Tribunal, Mr. Roshan Lal Jain, has been appointed as scrutinizer for the said NCLT convened meeting of the Equity Shareholders for conducting the Postal Ballot, remote e-Voting and voting during the Meeting in a fair and transparent manner. The Scrutinizer will after the conclusion of Meeting submit its report to the NCLT appointed Chairperson of the Meeting. Thereafter, as per Order of Hon’ble Tribunal, the Chairman shall report the result of the Meeting to the Hon’ble Tribunal within 7 (Seven) days of the conclusion of the meeting with regard to proposed Scheme.

23. Link Intime India Pvt. Ltd. is the Registrar & Share Transfer Agent of the Company. All investor related communication may be addressed to Link Intime India Pvt. Ltd.at the following address Noble Heights, 1st Floor, NH-2, C-1, Block, LSC, Near Savitri Market Janakpuri, New Delhi- 110 058.

24. As per the order of the NCLT read with NCLAT, the quorum of the Meeting of the Equity Shareholders of the Transferee Company shall be 4400 equity shareholder in number. In case the quorum is not present in the Meeting at the scheduled time, then the Meeting shall be adjourned by half an hour, and thereafter, the person present at the Meeting shall be deemed to constitute the quorum.

25. The Notice convening the aforesaid NCLT convened meeting will be published through advertisement in (i) Business Standard (in Delhi Edition), in English language and (ii) Jansatta (in Delhi Edition) in Hindi language.

26. The Members can join the Meeting in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice.

27. The attendance of the Members attending the Meeting through VC/OAVM will be counted for the purpose of reckoning the quorum of the Meeting.

28. VOTING THROUGH REMOTE E-VOTING AND JOINING THE MEETING

The Instructions for Members for Voting Through Remote E-Voting and joining the Meeting are as under:-

The remote e-voting period begins on Monday, January 17, 2022 at 9:00 A.M (Indian Standard Time) and ends on Tuesday, February 15, 2022 at 5:00 P.M. (Indian Standard Time). The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. January 7, 2022, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the Cut-off date, being January 7, 2022.

- How do I vote electronically using NSDL e Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

- Step 1: Access to NSDL e Voting system

A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode
In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Type of shareholders	Login Method	Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. 2. 3. 4.	Existing IDeAS user can visit the e-Services website of NSDL Viz.https://eservices.nsdl. comeither on a Personal Computer or on a mobile. On the e-Services home page click on the “Benefcial Owner” icon under “Login” which is available under ‘IDeAS’ section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. If you are not registered for IDeAS e-Services, option to register is available athttps:// eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click athttps://eservices. nsdl.com/SecureWeb/IdeasDirectReg.jsp Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https:// www.evoting.nsdl.com/either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verifcation Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.

Individual Shareholders holding securities in demat mode with CDSL	1. 2. 3. 4.	Existing users who have opted for Easi / Easiest, they can login through their user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest arehttps://web.cdslindia.com/ myeasi/home/loginorwww.cdslindia.comand click on New System Myeasi. After successful login of Easi/Easiest the user will be also able to see the E Voting Menu. The Menu will have links ofe-Voting service provider i.e. NSDL.Click onNSDLto cast your vote. If the user is not registered for Easi/Easiest, option to register is available athttps://web. cdslindia.com/myeasi/Registration/EasiRegistration Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a link inwww.cdslindia.comhome page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the demat Account. After successful authentication, user will be provided links for the respective ESP i.e.NSDLwhere the e-Votingis inprogress.
Individual Shareholders (holding securities in demat mode) login through their depository participants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. Upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting duringthe meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request [email protected] call at toll free no.: 1800 1020 990 and 1800 22 44 30
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request [email protected] contact at 022- 23058738 or 022- 23058542-43

B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/ Member’ section.
A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

Your User ID details are given below :

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Benefciary ID For example if your Benefciary ID is 12 then your user ID is 12

c) For Members holding shares in Physical EVEN Number followed by Folio Number registered with the Form. company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

Password details for shareholders other than Individual shareholders are given below:
a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.
c) How to retrieve your ‘initial password’?
- (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.
- (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.
If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:
a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
Now, you will have to click on “Login” button.
After you click on the “Login” button, Home page of e-Voting will open.

- Step 2: Cast your vote electronically and join General Meeting on NSDL e Voting system

How to cast your vote electronically and join General Meeting on NSDL e-Voting system?

After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and General Meeting is in active status.
Select “EVEN no. 119068” of Minda Industries Limited for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join General Meeting”.
Now you are ready for e-Voting as the Voting page opens.
Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.
Upon confirmation, the message “Vote cast successfully” will be displayed.
You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
Once you confirm your vote on the resolution, you will not be allowed to modify your vote

General Guidelines for shareholders

Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected] and [email protected].
It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.
In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to (Name of NSDL Official) at [email protected]

Process for those shareholders whose e-mail ids are not registered with the depositories for procuring user id and password and registration of e-mail ids for e-voting for the resolutions set out in this notice :

In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to [email protected].
In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.
Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.
In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE MEETING ARE AS UNDER:-

The procedure for e-Voting on the day of the Meeting is same as the instructions mentioned above for remote e-voting.
Only those Members/ shareholders, who will be present in the Meeting through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting or Postal Ballot and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system at the time of the Meeting.
Members who have voted through Remote e-Voting will be eligible to attend the Meeting. However, they will not be eligible to vote at the Meeting.
The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the Meeting shall be the same person mentioned for Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE MEETING THROUGH VC/OAVM ARE AS UNDER:

Member will be provided with a facility to attend the Meeting through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system . After successful login, you can see link of “VC/OAVM link” placed under “Join General meeting” menu against company name. You are requested to click on VC/ OAVM link placed under Join General Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.
Members are encouraged to join the Meeting through Laptops for better experience.
Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

29. VOTING THROUGH PHYSICAL POSTAL BALLOT

Postal ballot instructions:

(i) The equity shareholders desiring to exercise their votes by physical postal ballot are requested to carefully read the instructions printed in the enclosed postal ballot form and in the notice, and return duly completed postal ballot form, signed and authenticated by the person entitled to vote to the Scrutinizer or by e-mail to the scrutinizer at [email protected] with a copy marked to [email protected] from their registered email address no later than 5:00 p.m. on Tuesday, February 15, 2022. If any postal ballot is received after 5:00 p.m. on Tuesday, February 15, 2022, it will be considered that no reply from the equity shareholder has been received.
(ii) The postal ballot form can also be downloaded from the Company’s website www.unominda.com.
(iii) Incomplete, unsigned, improperly or incorrectly tick marked postal ballot forms will be rejected by the scrutinizer. There will be only one postal ballot form for every registered folio/ client ID irrespective of the number of joint equity shareholders and only the primary holder will be considered for voting.

EXPLANATORY STATEMENT UNDER SECTION 230(3) READ WITH SECTION 232(2) AND 102 OF THE COMPANIES ACT, 2013 READ WITH RULE 6 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 TO THE NOTICE OF THE NCLT CONVENED MEETING OF THE EQUITY SHAREHOLDERS OF MINDA INDUSTRIES LIMITED

The Hon’ble National Company Law Tribunal, New Delhi, by Order dated August 31, 2021 & October 20, 2021 read with the order passed by Hon’ble NCLAT dated December 23, 2021 (“Order”) in the Company Application referred to above, with respect to the Scheme of Amalgamation of Minda I Connect Private Limited ( “Transferor Company” ) with Minda Industries Limited ( “Transferee Company” ) and their respective shareholders and creditors ( “Scheme” ) has directed for convening a meeting of the Equity Shareholders of Minda Industries Limited ( “NCLT convened meeting” ) and accordingly this Meeting is being convened on Wednesday, February 16, 2022 through video conferencing or other audio visual means (“ VC/ OAVM ”), at Lakshmipat Singhania Auditorium, PHD House, Opposite Asian Games Village, New Delhi-110016 for the purpose of considering and if thought fit, approving, with or without modification(s), aforesaid Scheme of Amalgamation.

This statement is being furnished as required under Sections 230(3), 232(1) and (2) and 102 of the Companies Act, 2013 (“Act”) read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (“Rules”).

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

2. A copy of the Scheme setting out in detail the terms and conditions of the amalgamation, inter-alia, providing for the proposed Scheme of Amalgamation of Minda I Connect Private Limited (“Transferor Company”) with Minda Industries Limited (“Transferee Company”) and their respective shareholders and creditors, which has been approved unanimously by the Board of Directors of the Transferee Company at its meeting held on February 06, 2020 is attached to this explanatory statement and forms part of this statement as Annexure - I.

3. As per the Order, the quorum of the Meeting of the equity shareholders of the Transferee Company shall be 4,400 equity shareholders of the Company. Further, in terms of the said Order, in case the quorum as mentioned above are not present at the meeting, then the meeting shall be adjourned by half an hour, and thereafter the persons present shall be deemed to constitute the quorum. Further in terms of the said Order, NCLT, has appointed Mr. Santosh Kumar Sahewala (IBBI Registration No. IBBI/IPA-001/IP-P00797/201718/11364), as the Chairperson of the Meeting, and Ms. Santosh Goel (IBBI Registration No. IBBI/IPA-001/IP-P00823/2017-18/11399), as the Alternate Chairperson of the Meeting, including for any adjournment(s) thereof. The Tribunal has also appointed Mr. Roshan Lal Jain (IBBI Registration No. IBBI/IPA-001/IP-P00966/2017-18/11587), as the Scrutinizer for the Meeting, including for any adjournment(s) thereof.

4. In accordance with the provisions of Sections 230 – 232 of the Act, the Scheme shall be acted upon only if a majority in number representing three fourths in value of the equity shareholders, or class of equity shareholders, of the Transferee Company, as the case may be, voting in person or by postal ballot (which includes e-voting), agree to the Scheme.

In addition, the Company is seeking the approval of its equity shareholders to the Scheme by way of voting through postal ballot and e-voting. Circular No. CFD/DIL3/CIR/2017/21 dated 10th March 2017 (“SEBI Circular”) issued by the Securities and Exchange Board of India (“SEBI”), inter alia, provides that approval of Public Shareholders of the Company to the Scheme shall be obtained by way of voting through postal ballot and e-voting. Since, the Company is seeking the approval of its equity shareholders (which includes Public Shareholders) to the Scheme by way of voting through postal ballot and e-voting, this notice will be deemed (i) to be issued in accordance with the provisions of the Act; and (ii) to be the notice sent to the Public Shareholders of the Company in accordance with the SEBI Circular. For this purpose, the term “Public” shall have the meaning assigned to it in Rule 2(d) of the Securities Contracts (Regulations) Rules, 1957 and the term “Public Shareholders” shall be construed accordingly.

5. Details of Transferor Company and Transferee Company

i. Details of Transferor Company:
a) Transferor Company i.e. Minda I Connect Private Limited is a private company incorporated on September 30, 2014 under the provisions of the Companies Act, 2013;
b) Corporate Identification Number (CIN): U35900DL2014PTC272202
c) Permanent Account Number (PAN): AAJCM4366P
d) Registered Office: B-64/1, Wazirpur Industrial Area, Delhi -110052
e) Email Address: [email protected]
f) Main Object of the Company: The main object of Transferor Company is set out in its Memorandum of Association and one of the main object of the Transferor Company is to carry on the business of development of software, hardware and designing, programming in automotive mobility and Information technology segment, Automation providing products and solutions.
- The main business of Transferor Company is development of software, hardware, designing, programming in automotive mobility and information technology segment and automation providing products.
g) Details of change of name of Transferor Company during the last five years: There has been no change in the name clause of the Transferor Company during the last 5 (five) years.
h) Details of change of registered office of Transferor Company during the last five years: There has been no change in the address of the registered office of the Transferor Company during the last 5 (five) years.

i) Details of change of objects of Transferor Company during the last five years: There has been no change in the object clause of the Transferor Company during the last 5 (five) years.
j) Name of the Stock Exchange(s) where securities of the company are listed: The shares of the Transferor Company are not listed on any stock exchange in India.
k) The share capital structure of the Transferor Company as on March 31, 2021 is as follows:

The share capital structure of the Transferor Company as on March 31, 2021 is as follows:
Particulars	Amount (in Rs.)
Authorised Share Capital
80,00,000 EquityShares of Rs.10/- each	8,00,00,000
Total Authorised Share Capital	8,00,00,000
Issued, Subscribed and Paid-up Share Capital
73,37,841 Equity Shares of Rs.10/- each	7,33,78,410
Total Paid-up Share Capital	7,33,78,410

There is no change in share capital of the Transferor Company after March 31, 2021 till date.
l) The details of the Directors of the Transferor Company as on date are as under:

S. No.	Name of Directors	DIN	Designation	Address
1	Mr. Nirmal Kumar Minda	00014942	Director	J-10/33, PurviMarg DLF Phase 2, Sikanderpur, Ghosi (68), DLF, Gurgaon 122002
2	Mr. SanjayJain	03364405	Director	550, Sanvi House, Sector-10, Gurgaon 122001
3	Mr. Arun Kumar Arora	09298156	Director	Shabad CGHS Ltd, Flat No. 234,Plot No 05, Sector13, Dawarka, Delhi- 110078

m) The details of the promoters of the Transferor Company as on March 31, 2021 and till date are as under:

S. No.	Name of the Promoters and Promoter Group	Address
1	Mr. Nirmal K Minda	J-10/33, PurviMargDLF Phase 2, Sikanderpur, Ghosi (68), DLF, Gurgaon 122002
2	Minda Investments Limited	Village Naharpur Kasan, Nakhrola, Manesar, Gurgaon Haryana- 122004
3	Minda Finance Limited	Village Naharpur Kasan, Nakhrola, Manesar, Gurgaon Haryana- 122004
4	Bar Investments and Finance Pvt. Ltd.	Village Naharpur Kasan, Nakhrola, Manesar, Gurgaon Haryana- 122004
5	Singhal FincapLimited	Village Naharpur Kasan, Nakhrola, Manesar, Gurgaon Haryana- 122004

n) The Scheme has been approved unanimously by the Board of Directors of the Transferor Company at their meeting held on February 6, 2020. Details of voting at such meeting by the Board of Directors is as under-

S. No.	Name of Directors	Vote (for/against/abstain from voting)
1	Mr. Nirmal Kumar Minda	FOR
2	Mr. SanjayJain	FOR
3	Mr. Kartikeya Joshi*	FOR

*Resigned from the directorship of the company w.e.f. September 4, 2021

o) Disclosure about efect of compromise or arrangement on material interests of directors, Key Managerial Personnel and debenture trustee of Transferor Company: Please refer to below mentioned point for the effect of the Scheme on material interests of directors, key managerial personnel (KMP) and debenture trustee.

p) Disclosure about the effect of the Scheme on the following persons of Transferor Company:

Key Managerial Personnel(s)	On the approval of the Scheme, Transferor Company will merge into Transferee Company and KMPs of Transferor Company, if any, shall become the employee of the Transferee Company on efectiveness of the Scheme. As on date of this notice there is no KMPs in Transferor Company.
Directors	On the approval of the Scheme, Transferor Company will merge into Transferee Company and Directors of Transferor Companywill cease to hold their respectivepositions.

Promoters and Non – promoter Members	In consideration for the merger of the Transferor Company with the Transferee Company, the shareholders of the Transferor Company as on record date shall receive equity shares of the Transferee Company as per share exchange ratio mentioned in the Scheme. Further, the economic interest of the shareholders of the Company will not change and they will not be prejudicially afected by the Scheme. Post the Scheme become efective, the Transferor Company shall be dissolved without being wound up and the shareholders of the Company shall become the shareholders in the Transferee Company. Further, post the Scheme become efective and subject to the receipt of the requisite regulatory approvals, the equity shares issued by the Transferee Company as consideration for the proposed Scheme shall be listed on BSE Limited and the National Stock Exchange of India Limited. There will be no adverse efect of the Scheme on the equity shareholders, promoters and non-promoter shareholders of the Transferor Company.
Depositors	No efect. There are no depositors
Creditors	No efect on the creditors. On the approval of the Scheme and with efect from the Appointed Date and subject to the provisions of Scheme of Amalgamation, all creditors will be vested in and assumed by Transferee Company on the same terms and conditions, as before.
Deposit trustee	No efect. There is no deposit trustee
Debenture holders	No efect. There are no debenture holders
Debenture trustee	No efect. There is no debenture trustee
Employees	No efect on the employees. On approval of the Scheme of Merger, and with efect from the Appointed Date all employees of the Transferor Company shall be deemed to have become the employees of Transferee Company pursuant to Clause No. 7 of the Scheme of Amalgamation

ii. Details of Transferee Company:

a) Transferee Company i.e. Minda Industries Limited is a public listed company incorporated on September 16, 1992 under the provisions of the Companies Act, 1956.
b) Corporate Identification Number (CIN): L74899DL1992PLC050333
c) Permanent Account Number (PAN): AAJCM4366P
d) Registered Office: B-64/1, Wazirpur, Industrial Area, Delhi -110052
e) Email Address: [email protected]
f) Main Object of the Company: The main object of Transferee Company is set out in its Memorandum of Association and one of the main object of the Transferee Company is to carry on in India or abroad whether by itself or in collaboration whether Indian or Foreign the business of manufacturers, fabricators, assemblers and sub-assemblers processors, agents, importers, exporters, holders, stockists, distributors, buyers and sellers, dealer and suppliers of automobile parts and agricultural implements automotive and other gear transmissions axels, universal joints, springs, spring leaves, lighting kits tools attachments, jigs, fixtures, dies for engineering plastic goods manufacturing, autolights, electrical apparatus meter dynamos head lamps, sealed beams, components, parts accessories and fittings for the said articles and things used in connection with the manufacturer thereof, alloy springs, steel billets, flats and bars, pressed and other related items for motor cars, motors cycles, scooters, tractors, vans, jeeps lorries motor cars, motor cycles, scooters, mopeds, cycle, motor launches, aeroplanes and other vehicles and conveyance of all kinds and miners, shippers, suppliers of the thermplast and fibre glass, PVC and plastic products of all kinds, roofing and building materials of all kinds agricultural, sea and food products, fertilizers, iron and steel and its all types of products, metals minerals and its products, engineering goods electricals and electronic gadgets, games and toys of all description along with components devices, sole assemblies, accessories and materials used in their manufacture, components dyes, chemicals, pharmaceuticals, pigments, papers, cement, plastic, leather goods, handicrafts, processed foods, vegetables, fruits, dry-fruits, oil and cakes baby foods, milk and products thereof, dairies and its products, transport and handling agents, order suppliers, departmental stores, tobacco and tobacco products, cigarettes, jute and its products, hessian, textile including cotton, woolen, art silk, natural silk, readymade garments, hosiery, synthetics fibre and fabric and mixed fabrics, surgical, electronics and surgical, diamonds, precious stones, jewellery, artificial or otherwise pearls, pharmaceuticals electronics and surveying equipment and instruments, computer industry, television satellite, communication systems, radar equipment Computers, dry and inert cells, electrical goods and equipment, lamps tubes electronics industry, aeronautical industry, cable and plastic industry, furniture, musical items ceramics and refrectories, glass, soaps, cosmetics, publishers, stationers and all types of commodities, computer spare parts, raw materials merchandise and goods and to act as sellers, purchasers and dealers of licences, release orders, permits, quotas and to enter into all sorts of agreements relating to the above and all other

types of commodities and merchandise.

The main business of the Transferee Company is manufacturing of automotive components and it is a leading auto component company.

g) Details of change of registered office of Transferee Company during the last five years: There has been no change in the address of the registered office of the Transferee Company during the last 5 (five) years.
h) Details of change of objects of Transferee Company during the last five years: There has been no change in the object clause of the Transferee Company during the last 5 (five) years.
i) Details of change of name of Transferee Company during the last five years: There has been no change in the name clause of the Transferee Company during the last 5 (five) years.
j) Name of the Stock Exchange(s) where securities of the company are listed: The shares of the Transferee Company are listed on BSE Limited and National Stock Exchange of India Limited.
k)

The share capital structure of the Transferee Company as on March 31, 2021 was as follows:

The share capital structure of the Transferee Company as on March 31, 2021 was as follows:
Authorised Share Capital	In Rs.
65,07,53,000 equityshares of INR 2 each	130,15,06,000
30,00,000 [9% cumulative redeemable preference shares of INR 10 each (Class A Preference Shares)]	3,00,00,000
1,83,500 [3% Cumulative Compulsorily Convertible Preference Shares of INR 2,187 each (Class B Preference Shares)]	40,13,14,500
35,00,000 [3% Cumulative Redeemable Preference Shares of INR 10/- each (Class C Preference Shares)]	3,50,00,000
1,00,00,000 [1% Non- Cumulative Fully Convertible Preference Shares of INR 10/- each Class D Preference Shares)]	10,00,00,000
2,75,00,000 [8% non-cumulative redeemable Preference Share of INR 10/- each]	27,50,00,000
Total Authorised Share Capital	214,28,20,500

As on date of this notice the Authorised share Capital of the Transferee Company is as follows:

Authorised Share Capital	In Rs.
73,62,13,000 equityshares of INR 2 each	1,47,24,26,000
2,75,00,000 [8% non-cumulative redeemablepreference shares of INR 10 each]	27,50,00,000
3,36,94,945 [0.01% non-convertible redeemablepreference shares of INR 100 each]	3,36,94,94,500
Total Authorised Share Capital	511,69,20,500

The Issued, Subscribed and Paid-up Share Capital of the Transferee Company as on March 31, 2021 was as follows:

Issued, Subscribed and Paid-up Share Capital	In Rs.
27,19,28,704 EquityShares of INR 2/- each	54,38,57,408
Total Paid-up Share Capital	54,38,57,408

However, after March 31, 2021 and as on date the Issued, Subscribed and Paid-up Share Capital of the Transferee Company is as follows:

is as follows:
Issued, Subscribed and Paid-up Share Capital	In Rs.
28,56,20,441 EquityShares of INR 2/- each	57,12,40,882
9,660 [0.01% non-convertible redeemablepreference shares of INR 100 each]	9,66,000
Total Paid-up Share Capital	57,22,06,882

l) The details of the Directors of the Transferee Company as on date are as under:

S. No.	Name of Directors	DIN	Designation	Address
1	Mr. Nirmal Kumar Minda	00014942	Managing Director	J-10/33, Purvi Marg, DLF Phase 2, Sikanderpur, Ghosi (68), DLF Qe, Farr, Gurgaon, Haryana- 122002
2.	Mr. Anand Kumar Minda	00007964	Director	N-2/31, DLF, Phase-II Gurgaon 122001, Haryana

3	Mr. Satish Sekhri	00211478	Director	R-6, Sacred Heart Town Wanowrie Pune 411040, Maharashtra
4	Ms. Paridhi Minda	00227250	Whole Time Director	House No.706, Sector-15, Part-2, Gurgaon-122001, Haryana
5	Mr. Rakesh Batra	06511494	Director	B5-169, Safdarjung Enclave, Ground Floor, New Delhi-110029
6	Mr. Ravi Mehra	01651911	Whole Time Director	C-301 Park View City 1, Sohna Road Sector-48 South City-II, Gurgaon, Haryana-122018
7	Mr. Krishan Kumar Jalan	01767702	Director	Flat No. 302,The Hermitage CGHS Ltd. Near Galleria Market, Sector-28, Chakarpur, Gurgaon, Haryana -122002
8	Ms. Pravin Tripathi	06913463	Director	D-243, Lane 1-B, Anupam Gardens, Sainik Farms, Neb Sarai, New Delhi- 110068

m) The details of the promoter and promoter group of the Transferee Company along with their address:

Name of the Promoter and member of Promoter Group	Address
Mr. Nirmal Kumar Minda	J-10/33, Purvi Marg DLF phase 2, Sikanderpur, Ghosi (68), DLF QE, FARR Gurgaon-122002, Haryana
Mrs. Suman Minda	J-10/33, Purvi Marg DLF phase 2, Sikanderpur, Ghosi (68), DLF QE, FARR Gurgaon 122002, Haryana
Ms. Pallak Minda	704, Sector 15, Part 2, Gurgaon, Haryana 122001
Ms. Paridhi Minda	706, Sector 15, Part 2, Gurgaon, Haryana 122001
Mr. Amit Minda	N-2/31, DLF Phase-2 Gurgaon – 122002 Haryana
Mr. Anand Kumar Minda	N-2/31,DLF, Phase-II Gurgaon 122001 Haryana
Maa Vaishno Devi Endowment	A-15, Ashok Vihar, Phase-1, Delhi-110052
Minda Investments Limited	Village Naharpur Kasan, Nakhrola, Manesar, Gurgaon Haryana- 122004
Singhal FincapLimited	Village Naharpur Kasan, Nakhrola, Manesar, Gurgaon Haryana- 122004
Minda Finance Limited	Village Naharpur Kasan, Nakhrola, Manesar, Gurgaon Haryana- 122004

n) The Scheme was placed before the Audit Committee of the Transferee Company at its meeting held on February 6, 2020. The Audit Committee of the Transferee Company took into account the Valuation Report dated February 6, 2020 issued by M/s SSPA & Co, Chartered Accountants, and Fairness Opinion dated February 6, 2020 issued by INGA Ventures Private Limited. The Audit Committee of the Transferee Company based on the aforesaid, inter alia, recommended the Scheme to the Board of Directors of the Transferee Company.

The Board of Directors of the Transferee Company, after taking on record the recommendation of the Audit Committee, approved the Scheme after taking on record Valuation Report dated February 6, 2020 issued by M/s. SSPA & Co. and Fairness Opinion report dated February 6, 2020 issued by M/s. INGA Ventures Private Limited. The same are annexed as Annexure V and VI respectively to the Notice.

The Scheme has been approved unanimously by the Board of Directors of the Transferee Company at their meeting held on February 06, 2020. Details of voting at such meeting by the Board of Directors is as under-

S. No.	Name of Directors	Vote (for/against/abstain from voting)
1	Mr. Nirmal K Minda	Absent
2	Mr. Anand Kumar Minda	FOR
3	Mr. Satish Sekhri	FOR
4	Ms. Paridhi Minda	FOR
5	Mr. Chandan Chowdhury*	FOR
6	Mr. Krishan Kumar Jalan	FOR
7	Ms. Pravin Tripathi	FOR

*Mr. Chandan Chowdhury ceased to be a director w.e.f. August 07, 2021.

o) Disclosure about efect of compromise or arrangement on material interests of directors, Key Managerial Personnel and debenture trustee of Transferor Company: Please refer to below mentioned point for the effect of the Scheme on material interests of directors, key managerial personnel (KMP) and debenture trustee.
p) Disclosure about the effect of the Scheme on the following persons of Transferee Company:

Keymanagerialpersonnel(s)	No efect
Directors	No efect
Promoters and Non –promoter Members	No efect
Depositors	No efect
Creditors	No efect
Deposit trustee	No efect
Debenture holders	No efect
Debenture trustee	No efect
Employees	No efect

Capital Structure pre and post amalgamation

The Pre-Scheme capital structure of the Transferor Company and the Transferee Company are detailed above.

The post-scheme, the Transferor Company will be dissolved without being wound up. The post-scheme capital structure of the Transferee Company will be as follows:

of the Transferee Company will be as follows:
Authorised Share Capital	In Rs.
77,62,13,000 equityshares of INR 2 each	155,24,26,000
2,75,00,000 [8% non-cumulative redeemablepreference shares of INR 10 each]	27,50,00,000
3,36,94,945 [0.01% non-convertible redeemablepreference shares of INR 100 each]	3,36,94,94,500
Total Authorised Share Capital	519,69,20,500

Shareholding Pattern-Pre and Post Amalgamation

Pre shareholding pattern of the Transferor Company and Pre and Post shareholding pattern of Transferee Company are attached as A nnexure XI of this notice. Post-Scheme (expected) shareholding pattern of the Transferee Company (assuming the continuing shareholding pattern as on September 30, 2021). Since Post Shareholding pattern of Transferor Company is NIL, hence not given.

6. Relationship between the Companies:

The Transferor Company and Transferee Company are engaged in auto component business and both companies are of the same group.

7. Rationale of the Scheme:

i. The Transferor Company and Transferee Company are engaged in auto component business and both companies are of the same group;
ii. The Transferor Company is a developer of software, hardware and designing, programming in automotive mobility and information technology segment, automation providing products and solutions and consultancy services incidental thereto;
iii. The Transferor Company is in business of development of software, hardware, designing, programming in automotive mobility and information technology segment and automation providing products. Transferor Company Brand – I Connect and Carot have been established as a leading telematics brand in India (HW and IT)
iv. The Transferee Company desires to expand its business in automotive components and this amalgamation would lead to improved customer connect and enhanced market share across product segments relating to auto sector;
v. The Transferor Company’s products like software, hardware, designing, programming in automotive mobility and information technology segment will synergize well with the product groups of the Company;
vi. The amalgamation will help the Transferee Company in creation of platform for a new business / product and to act as a gateway for growth and will ensure better operation management and expansion of business operations;
vii. By this amalgamation and through enhanced base of product offerings, the Transferee Company would serve as One-stop solution for wide range of components / products to the original equipment manufacturers (OEMs) and others;
viii. The proposed amalgamation of the Transferor Company with the Transferee Company in accordance with this Scheme would enable companies to realise benefits of greater synergies between their businesses and avail of the financial, managerial, technical, distribution and marketing resources of each other towards maximising stakeholder value;
ix. Opportunities for employees of the Transferee Company and Transferor Company to grow in a wider field of business;

x. Improvement in competitive position of the Transferee Company as a combined entity and also access to marketing networks/ customers;
xi. The Scheme enables the Transferee Company to have control over the operations of the Transferor Company;
xii. The Scheme shall not in any manner be prejudicial to the interests of the concerned shareholders, creditors or general public at large.

8. Salient Features of the Scheme:

The salient features of the Scheme are as follows:

1. DEFINITIONS

1.1 In this Scheme, unless inconsistent with the subject or context thereof (i) capitalised terms defined by inclusion in quotations and/ or parenthesis have the meanings so ascribed; (ii) all terms and words not defined in this Scheme shall have the meaning ascribed to them under the relevant Applicable Laws; and (iii) the following expressions shall have the meanings ascribed hereunder:

“Act” means the Companies Act, 2013 to the extent of the provisions notified and the Companies Act, 1956 to the extent of its provisions in force and shall include any other statutory amendment or re-enactment or restatement and the rules and/or regulations and/or other guidelines or notifications under law, made thereunder from time to time;

“Appointed Date” means the same date as the Effective Date or such other date that is mutually agreed in writing between the Transferor Company and the Transferee Company;

“Applicable Law” or “Law” means any applicable national, foreign, provincial, local or other law including applicable provisions of all (a) constitutions, decrees, treaties, statutes, laws (including the common law), codes, notifications, rules, regulations, policies, guidelines, circulars, directions, directives, ordinances or orders of any Appropriate Authority, statutory authority, court, tribunal having jurisdiction over the Parties; (b) approvals; and (c) orders, decisions, injunctions, judgments, awards and decrees of or agreements with any Appropriate Authority having jurisdiction over the Parties as may be in force from time to time;

“Appropriate Authority” means:

a) the government of any jurisdiction (including any national, state, municipal or local government or any political or administrative subdivision thereof) and any department, ministry, agency, instrumentality, court, central bank, commission or other authority thereof;
b) any public international organisation or supranational body and its institutions, departments, agencies and instrumentalities;
c) any governmental, quasi-governmental or private body or agency lawfully exercising, or entitled to exercise, any administrative, executive, judicial, legislative, regulatory, licensing, competition, tax, importing or other governmental or quasi- governmental authority including (without limitation), the RBI (as defined hereinafter), SEBI (as defined hereinafter) and the Tribunal (as defined hereinafter); and

d) any Stock Exchange.

“Board” in relation to Transferor Company and the Transferee Company as the case may be, means the board of directors of such company, and shall include a committee of directors or any person authorized by the board of directors or such committee of directors duly constituted and authorized for the purposes of matters pertaining to the amalgamation under this Scheme or any other matter relating thereto;

“Business Day” means a day (other than a Saturday, a Sunday or a public holiday) when commercial banks are open for ordinary banking business in Gurugram and Delhi, India;

“Effective Date” in relation to the scheme, means last of the dates on which the copy of the order of Hon’ble National Company Law Tribunal sanctioning the Scheme of Amalgamation are filed by the Transferor Company and the Transferee Company with the Registrar of Companies.

Any references in this Scheme to the date of “coming into effect of this Scheme” or “effectiveness of this Scheme” or “Scheme taking effect” shall mean the Effective Date.

“Eligible Members” means the shareholders of any of the Transferor Company who shall be eligible to receive Securities issued by the Transferee Company as consideration under this Scheme on the Record Date.

“Encumbrance” means (i) any charge, lien (statutory or other), or mortgage, any easement, encroachment, right of way, right of first refusal or other encumbrance or security interest securing any obligation of any Person; (ii) pre-emption right, option, right to acquire, right to set-off or other third party right or claim of any kind, including any restriction on use, voting, selling, assigning, pledging, hypothecating, or creating a security interest in, place in trust (voting or otherwise), receipt of income or exercise; or (iii) any equity, assignments hypothecation, title retention, restriction, power of sale or other type of preferential arrangements; or (iv) any agreement to create any of the above; the term “Encumber” shall be construed accordingly;

“Hon’ble National Company Law Tribunal” or “NCLT” or “Hon’ble Tribunal” or “Hon’ble NCLT” means the Hon’ble National Company Law Tribunal at New Delhi having jurisdiction in relation to the Transferor Company and Transferee Company.

“Hon’ble National Company Law Appellate Tribunal” or “NCLAT” or “Hon’ble NCLAT” means the Hon’ble National Company Law Appellate Tribunal at New Delhi.

“INR” means Indian Rupee, the lawful currency of the Republic of India;

“Parties” shall mean collectively the Transferor Company and the Transferee Company and “Party” shall mean each of them, individually;

“Permits” means all consents, licences, permits, certificates, permissions, authorisations, rights, clarifications, approvals, clearances, confirmations, declarations, waivers, exemptions, registrations, filings, no-objection certificate, orders, whether governmental, statutory, regulatory or otherwise as required under Applicable Law or otherwise;

“Person” shall mean any natural person, limited or unlimited liability company, corporation, one person company, partnership (whether limited or unlimited), proprietorship, Hindu undivided family, trust, union, society, association, any Appropriate Authority or any agency or political subdivision thereof or any other entity that may be treated as a person under Applicable Law;

“RBI” shall mean the Reserve Bank of India;

“Record Date” in relation to Part II means the Effective Date;

“ROC” means the Registrar of Companies, NCT of Delhi & Haryana. ;

“Scheme” means this Scheme of Amalgamation, with or without any modification approved or imposed or directed by the Tribunal;

“SEBI” means the Securities and Exchange Board of India, constituted under the Securities and Exchange Board of India Act, 1992;

“SEBI Circular” means the circular issued by the SEBI, being Circular CFD/DIL3/CIR/2017/21 dated 10 March, 2017, and any amendments thereof, modifications issued pursuant to regulations 11, 37 and 94 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015;

“Stock Exchanges” means BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”), as the case may be;

“Taxation” or “Tax” or “Taxes” means all forms of direct or indirect taxes and statutory, governmental, state, provincial, local governmental or municipal impositions, duties, contributions and levies and whether levied by reference to income, profits, book profits, gains, net wealth, asset values, turnover, added value or otherwise and shall further include payments in respect of or on account of Tax, whether by way of deduction at source, advance tax, minimum alternate tax or otherwise or attributable directly or primarily to the Transferor Company or the Transferee Company or any other Person and all surcharges, education cess, penalties, charges, costs and interest relating thereto;

“Tax Laws” means all Applicable Laws, acts, rules and regulations dealing with Taxes including but not limited to the income-tax, wealth tax, sales tax / value added tax, service tax, goods and services tax, excise duty, customs duty or any other levy of similar nature;

“Transferee Company” means Minda Industries Limited, a public listed company incorporated on 16[th] Day of September, 1992 under the provisions of the Companies Act, 1956, bearing CIN L74899DL1992PLC050333, and is having its registered office at B-64/1, Wazirpur Industrial Area, New Delhi – 110 052;

“Transferee Company New Equity Shares” means equity shares issued by the Transferee Company under Clause 10.1.1.

“Transferor Company” means Minda I Connect Private Limited, a private company, incorporated on 30[th] Day of September, 2014 under the provisions of the Companies Act 2013, bearing CIN U35900DL2014PTC272202 and is having its registered office at B-64/1 Wazirpur Industrial Area, New Delhi DL 110052.

1.2 In this Scheme, unless the context otherwise requires:
1.2.1 words denoting the singular shall include the plural and vice versa and words denoting any gender shall include all genders;
1.2.2 headings, subheadings, titles, subtitles to clauses, sub-clauses and paragraphs are for information and convenience only and shall not form part of the operative provisions of this Scheme and shall be ignored in construing the same;
1.2.3 the words “include” and “including” are to be construed without limitation;
1.2.4 reference to a clause, paragraph or schedule is a reference to a clause, paragraph or schedule of this Scheme;
1.2.5 reference to any law or legislation or regulation shall include amendment(s), circulars, notifications, clarifications or supplement(s) to, or replacement, re-enactment, restatement or amendment of, that law or legislation or regulation and shall include the rules and regulations thereunder;
1.2.6 references to days, months and years are to calendar days, calendar months and calendar years, respectively; and
1.2.7 word(s) and expression(s) elsewhere defined in this Scheme will have the meaning(s) respectively ascribed to them.

PART II

4. TRANSFER OF ASSETS AND LIABILITIES

4.1 With effect from the opening of business hours of Appointed Date, and subject to the provisions of this Scheme and pursuant to Section 232 of the Act and Section 2(1B) of the Income-tax Act, 1961, the Transferor Company shall stand amalgamated with the Transferee Company as a going concern and all assets, liabilities, contracts, arrangements, employees, Permits, licences, records, approvals, etc. of the Transferor Company shall, without any further act, instrument or deed, stand transferred to and vested in or be deemed to have been transferred to and vested in the Transferee Company, so as to become as and from the Appointed Date, the assets, liabilities, contracts, arrangements,

employees, Permits, licences, records, approvals, etc. of the Transferee Company by virtue of operation of law, and in the manner provided in this Scheme.

4.2 Without prejudice to the generality of the above and to the extent applicable, unless otherwise stated herein, with effect from the Appointed Date:
4.2.1 all assets of the Transferor Company that are movable in nature or are otherwise capable of being transferred by manual delivery or actual and/ or constructive delivery or by paying over or endorsement and/ or delivery, the same may be so transferred and delivered by the Transferor Company by operation of law without any further act or execution of an instrument with the intent of vesting such assets with the Transferee Company as on the Appointed Date;
4.2.2 subject to Clause 4.2.3 below, with respect to the assets of the Transferor Company, other than those referred to in Clause 4.2.1 above, including all rights, title and interests in the agreements (including agreements for lease or license of the properties) investments in shares, mutual funds, bonds and any other securities, sundry debtors, outstanding loans and advances, if any, recoverable in cash or in kind or for value to be received, bank balances and deposits, if any, with government, semi-government, local and other authorities and bodies, customers and other persons, whether or not the same is held in the name of the Transferor Company, shall, without any further act, instrument or deed, be transferred to and vested in and/ or be deemed to be transferred to and vested in the Transferee Company, with effect from the Appointed Date by operation of law as transmission, as the case may be, in favour of the Transferee Company;
4.2.3 without prejudice to the aforesaid, all the immovable property (including but not limited to the land, buildings, offices, tenancy rights related thereto, and other immovable property, including accretions and appurtenances), whether or not included in the books of the Transferor Company, whether freehold or leasehold or under a license or permission to use (including but not limited to any other document of title, rights, interest and easements in relation thereto, and any shares in cooperative housing societies associated with such immoveable property) shall without any act or deed or conveyance being required to done or executed stand transferred to and be vested in the Transferee Company, as successor to the Transferor Company. It is clarified that with effect from the Effective Date, the Transferee Company shall be liable to pay the rent and taxes and fulfil all obligations in relation to the immovable properties and the relevant owners, licensors and lessors in accordance with the terms of the relevant lease/ license or rent agreements. Further, any security deposits and advance/ prepaid lease/ license fee paid by the Transferor Company with respect to the immovable property shall accrue to the Transferee Company;
4.2.4 all debts, liabilities, duties and obligations (debentures, bonds, notes or other debt securities) of the Transferor Company shall, without any further act, instrument or deed be transferred to, and vested in, and/ or deemed to have been transferred to, and vested in, the Transferee Company, so as to become on and from the Appointed Date, the debts, liabilities, duties and obligations of the Transferee Company on the same terms and conditions as were applicable to the Transferor Company, and it shall not be necessary to obtain the consent of any Person who is a party to contract or arrangement by virtue of which such liabilities have arisen in order to give effect to the provisions of this Clause4;
4.2.5 unless otherwise agreed to between the Parties, the vesting of all the assets of the Transferor Company, as aforesaid, shall be subject to the Encumbrances, if any, over or in respect of any of the assets or any part thereof, provided however that such Encumbrances shall be confined only to the relevant assets of the Transferor Company or part thereof on or over which they are subsisting on and no such Encumbrances shall extend over or apply to any other asset(s) of the Transferee Company. Any reference in any security documents or arrangements (to which Transferor Company is party) related to any assets of the Transferor Company shall be so construed to the end and intent that such security shall not extend, nor be deemed to extend, to any of the other asset(s) of the Transferee Company. Similarly, Transferee Company shall not be required to create any additional security over assets vested under this Scheme for any loans, debentures, deposits or other financial assistance already availed of /to be availed of by it, and the Encumbrances in respect of such indebtedness of the Transferee Company shall not extend or be deemed to extend or apply to the assets so vested;
4.2.6 on and from the Effective Date and till such time that the name of the bank accounts of the Transferor Company has been replaced with that of the Transferee Company, the Transferee Company shall be entitled to maintain and operate the bank accounts of the Transferor Company in the name of the Transferor Company and for such time as may be determined to be necessary by the Transferee Company. All cheques and other negotiable instruments, payment orders received or presented for encashment which are in the name of the Transferor Company after the Effective Date shall be accepted by the bankers of the Transferee Company and credited to the account of the Transferee Company, if presented by the Transferee Company; and
4.2.7 without prejudice to the foregoing provisions of this Clause 4.2 , the Transferor Company and the Transferee Company shall be entitled to execute any and all instruments or documents and do all the acts and deeds as may be required, including filing of necessary particulars and/ or modification(s) of charge, with the concerned RoC or filing of necessary applications, notices, intimations or letters with any Appropriate Authority or Person, to give effect to the above provisions.

5. PERMITS

With effect from the Appointed Date, all the Permits (including the licenses granted by any Governmental, statutory or regulatory bodies) held or availed of by, and all rights and benefits that have accrued to, the Transferor Company, pursuant to the provisions of Section 232 of the Act, shall without any further act, instrument or deed, be transferred to, and vest in, or be deemed to have been transferred to, and vested in, and be available to, the Transferee Company so as to become as and from the Appointed Date, the Permits, estates, assets, rights, title, interests and authorities of the Transferee Company and shall remain valid, effective and enforceable on the same terms and conditions to the extent permissible in Applicable Laws. Upon the Effective Date and until the Permits are transferred, vested, recorded, effected, and/ or

perfected, in the record of the Appropriate Authority, in favour of the Transferee Company, the Transferee Company is authorized to carry on business in the name and style of the Transferor Company, and under the relevant license and/ or Permit and/ or approval, as the case may be, and the Transferee Company shall keep a record and/ or account of such transactions.

6. CONTRACTS, DEEDS ETC.

6.1 All contracts, deeds, bonds, agreements, indemnities, guarantees or other similar rights or entitlements whatsoever, schemes, arrangements and other instruments, rights, entitlements, licenses (including the licenses granted by any Appropriate Authority) for the purpose of carrying on the business of the Transferor Company, and in relation thereto, and those relating to tenancies, privileges, powers, facilities of every kind and description of whatsoever nature in relation to the Transferor Company, or to the benefit of which the Transferor Company may be eligible and which are subsisting or having effect immediately before this Scheme coming into effect, shall by endorsement, delivery or recordal or by operation of law pursuant to the order of the Appropriate Authority sanctioning the Scheme, and on this Scheme becoming effective be deemed to be contracts, deeds, bonds, agreements, indemnities, guarantees or other similar rights or entitlements whatsoever, schemes, arrangements and other instruments, Permits, rights, entitlements, licenses (including the licenses granted by any Appropriate Authority) of the Transferee Company. Such properties and rights described hereinabove shall stand vested in the Transferee Company and shall be deemed to be the property and become the property by operation of law as an integral part of the Transferee Company. Such contracts and properties described above shall continue to be in full force and continue as effective as hitherto in favour of or against the Transferee Company and shall be the legal and enforceable rights and interests of the Transferee Company, which can be enforced and acted upon as fully and effectually as if it were the Transferor Company. Upon this Scheme becoming effective, the rights, benefits, privileges, duties, liabilities, obligations and interest whatsoever, arising from or pertaining to contracts and properties, shall be deemed to have been entered into and stand assigned, vested and novated to the Transferee Company by operation of law and the Transferee Company shall be deemed to be the Transferor Company’ substituted party or beneficiary or obligor thereto. It being always understood that the Transferee Company shall be the successor in the interest of the Transferor Company. In relation to the same, any procedural requirements required to be fulfilled solely by the Transferor Company (and not by any of its successors), shall be fulfilled by the Transferee Company as if it were the duly constituted attorney of the Transferor Company.
6.2 The Transferee Company may, at any time after coming into effect of this Scheme in accordance with the provisions hereof, if so required, under any law or otherwise, enter into, or issue or execute deeds, writings, confirmations, novations, declarations, or other documents with, or in favour of any party to any contract or arrangement to which the Transferor Company is party or any writings as may be necessary to be executed in order to give formal effect to the above provisions. The Transferee Company shall be deemed to be authorised to execute any such writings on behalf and in the name of the Transferor Company and to carry out or perform all such formalities or compliances required for the purposes referred to above on the part of the Transferor Company.
6.3 The Transferee Company shall be entitled to the benefit of all insurance policies which have been issued in respect of the Transferor Company and the name of the Transferee Company shall be substituted as “Insured” in the policies as if the Transferee Company was initially a party thereto.

7. EMPLOYEES

7.1 On the Scheme becoming effective, all employees, whether temporary or permanent employees and including all employees on probation, trainees and interns of the Transferor Company in service on the Effective Date, shall be deemed to have become employees of the Transferee Company with effect from the Appointed Date or their respective joining date, whichever is later, without any break in their service and on the basis of continuity of service, and the terms and conditions of their employment with the Transferee Company shall not be less favourable than those applicable to them with reference to the Transferor Company on the Effective Date. The Transferee Company undertakes to continue to abide by any agreement/settlement, if any, validly entered into by the Transferor Company with any union/ employee of the Transferor Company recognized by the Transferor Company. It is hereby clarified that the accumulated balances, if any, standing to the credit of the employees in the existing provident fund, gratuity fund and superannuation fund of which the employees of the Transferor Company are members shall be transferred to such provident fund, gratuity fund and superannuation fund of the Transferee Company or to be established and caused to be recognized by the Appropriate Authorities, by the Transferee Company.
7.2 Pending the transfer as aforesaid, the provident fund, gratuity fund and superannuation fund dues of the employees of the Transferor Company would be continued to be deposited in the existing provident fund, gratuity fund and superannuation fund respectively of the Transferor Company.
7.3 Upon transfer of the aforesaid funds to the respective funds of the Transferee Company, the existing trusts created for such funds by the Transferor Company shall stand dissolved and no further act or deed shall be required to this effect. It is further clarified that the services of the employees of the Transferor Company will be treated as having been continuous, uninterrupted and taken into account for the purpose of the said fund or funds.
7.4 Without prejudice to the aforesaid, the Board of the Transferee Company, if it deems fit and subject to Applicable Laws, shall be entitled to retain separate trusts or funds within the Transferee Company for the erstwhile fund(s) of the Transferor Company.

8. LEGAL PROCEEDINGS

If any suit, cause of actions, appeal or other legal, quasi-judicial, arbitral or other administrative proceedings of whatever nature (hereinafter called the “Proceedings” for the purposes of this clause) by or against the Transferor Company is pending on the Effective Date, the same shall not abate, be discontinued or be in any way prejudicially affected by reason of the amalgamation or of anything contained in this Scheme, but the Proceedings may be continued, prosecuted and enforced by or against the Transferee Company in the same manner and to the same extent as it would or might have been continued, prosecuted and enforced by or against the Transferor Company as if this Scheme

had not been made. On and from the Effective Date, the Transferee Company may initiate any legal proceeding for and on behalf of the Transferor Company

9. TAXES/ DUTIES/ CESS ETC.

Upon the Scheme becoming effective, by operation of law pursuant to the order of the Tribunal:

9.1 The unutilized credits relating to excise duties, custom duties, sales tax, service tax, VAT, goods and services tax and any other tax as applicable which remain unutilised in the electronic ledger of the Transferor Company shall be transferred to the Transferee Company upon filing of requisite forms. Thereafter the unutilized credit so specified shall be credited to the electronic credit ledger of the Transferor Company and the input and capital goods shall be duly adjusted by the Transferee Company in its books of accounts.
9.2 Taxes of whatsoever nature including advance tax, self-assessment tax, regular assessment taxes, tax deducted at source, dividend distribution tax, minimum alternative tax, wealth tax, if any, paid by the Transferor Company shall be treated as paid by the Transferee Company and it shall be entitled to claim the credit, refund, adjustment for the same as may be applicable. Minimum alternative tax credit available to the Transferor Company under the Income-tax Act, 1961, if any, shall be available to the Transferee Company.
9.3 If the Transferor Company is entitled to any benefits under incentive schemes and policies under Tax Laws, all such benefits under all such incentive schemes and policies shall stand vested in the Transferee Company.
9.4 The Transferee Company is expressly permitted to revise and file its income tax returns and other statutory returns, including tax deducted / collected at source returns, service tax returns, excise tax returns, sales tax / VAT / GST returns, as may be applicable and has expressly reserved the right to make such provision in its returns and to claim refunds, advance tax credits, credit of tax under Section 115JB of the Income-tax Act, 1961, credit of dividend distribution tax, credit of tax deducted at source, credit of foreign taxes paid/withheld, etc. if any, as may be required for the purposes of/consequent to implementation of the Scheme.
9.5 It is hereby clarified that in case of any refunds, benefits, incentives, grants, subsidies, etc., the Transferor Company, shall, if so required by the Transferee Company, issue notices in such form as the Transferee Company may deem fit and proper stating that pursuant to the Tribunal having sanctioned this Scheme under Sections 230 to 232 of the Act, the relevant refund, benefit, incentive, grant, subsidies, be paid or made good or held on account of the Transferee Company, as the Person entitled thereto, to the end and intent that the right of the Transferor Company, to recover or realise the same, stands transferred to the Transferee Company and that appropriate entries should be passed in their respective books to record the aforesaid changes.

10 CONSIDERATION

10.1 Upon the Scheme coming into effect and in consideration of the amalgamation of the Transferor Company with the Transferee Company, the Transferee Company shall to Eligible Member as on the Record Date, issue and allot securities to such Eligible Member, in the following ratio:
10.1.1 10 (Ten) fully paid equity share of INR 2(Indian Rupees Two) each of the Transferee Company for every 179 (One Hundred Seventy Nine) fully paid up equity shares of INR 10 (Indian Rupees ten) each of the Transferor Company held by the said Eligible Member;
10.2 The Securities issued to the members of the Transferor Company shall be fully-paid up and free of all liens, charges and Encumbrances, and shall be freely transferable in accordance with the articles of association of the Transferee Company.
10.3 The Securities issued to the members of the Transferor Company by the Transferee Company pursuant to this Clause 10 shall be issued in dematerialized form by the Transferee Company, unless otherwise notified in writing by the shareholders of the Transferor Company to the Transferee Company on or before such date as may be determined by the Board of Directors of the Transferor Company or a committee thereof. In the event that such notice has not been received by the Transferee Company in respect of any of the members of the Transferor Company, the securities shall be issued to such members in dematerialised form provided that the members of the Transferor Company shall be required to have an account with a depositary participant and shall be required to provide details thereof and such other confirmations as may be required. It is only thereupon that the Transferee Company shall issue and directly credit the dematerialized securities to the account of such member. In the event the Transferee Company has received notice from any member that Securities are to be issued in physical form or if any member has not provided the requisite details relating to his/her/its account with a depositary participant or other confirmations as may be required, then the Transferee Company shall issue Securities in physical form to such member.
10.4 In case any shareholder’s holding in the Transferor Company is such that the shareholder becomes entitled to a fraction of a Security of the Transferee Company, the Transferee Company shall not issue any fractional Security to such shareholder but shall consolidate such fractions and issue consolidated Securities to a trustee nominated by the Transferee Company in that behalf, who shall sell such Securities at such price or prices and on such time or times as the trustee may in its sole discretion decide and upon such sale distribute the net sale proceeds (after deduction of applicable taxes and other expenses incurred) to the shareholders entitled to the same in proportion to their fractional entitlements. It is hereby clarified that any such consolidation of fractional Security further results into fractional Security(ies), the Transferee Company shall not issue any such fractional Security but shall round off the fraction to the next integer before issuing such consolidated Securities.
10.5 The Securities to be issued by the Transferee Company pursuant to this Clause 10 in respect of such of the equity shares of the Transferor Company which are held in abeyance under Section 126 of the Companies Act 2013 shall, pending allotment or settlement of dispute by order of Court or otherwise, also be kept in abeyance by the Transferee Company. In the event of any dispute in relation to the ownership of any equity shares of the Transferor Company, Transferee Company New Equity Shares shall be issued and allotted in respect of such shares (pursuant to this Clause 10), which shares (together with any fractional entitlements) shall be held in trust for and on behalf of the holder of the equity shares of the Transferor Company by the Transferee Company, pending settlement of dispute by order of Court or otherwise.

10.6 The Securities to be issued in lieu of the shares of the Transferor Company held in the unclaimed suspense account shall be issued to the unclaimed suspense account created for shareholders of the Transferee Company.
10.7 In the event of there being any pending share transfers, whether lodged or outstanding, of any shareholder of the Transferor Company, the Board of Directors of the Transferor Company shall be empowered in appropriate cases, prior to or even subsequent to the Record Date, to effectuate such a transfer in the Transferor Company as if such changes in registered holder were operative as on the Record Date, in order to remove any difficulties arising to the transferor of the share in the Transferee Company and in relation to the Securities issued by the Transferee Company after the effectiveness of the Scheme under this Clause 10. The Board of Directors of the Transferor Company shall be empowered to remove such difficulties as may arise in the course of implementation of this Scheme and registration of new members in the Transferee Company on account of difficulties faced in the transaction period.
10.8 The Securities issued and allotted by the Transferee Company in terms of this Scheme shall be subject to the provisions of the memorandum and articles of association of the Transferee Company. The Transferee Company New Equity Shares shall rank pair- passu inter-se with the existing equity shares of the Transferee Company in all respects including dividends declared, voting and other rights, as permissible under Applicable Law. The issue and allotment of Securities of the Transferee Company in terms of this Scheme shall be deemed to have been carried out as if the procedure laid down under Section 62 of the Companies Act, 2013 and any other applicable provisions of the Act have been complied with.
10.9 The Transferee Company shall, subject to Clause 18 of this Scheme and if necessary to the extent required, increase/ reclassify its authorized share capital to facilitate issue of Securities under this Scheme. It is clarified that the approval of the members of the Transferee Company to the Scheme shall be deemed to be their consent/ approval also to the alteration of the memorandum and articles of association of the Transferee Company as required under Sections 13, 14, 61 and 64 of the Companies Act, 2013 and other applicable provisions of the Companies Act 2013.
10.10 The new equity shares to be issued and allotted by the Transferee Company in terms of Clause 10.1.1. above shall be in compliance with the requirements of applicable regulations will be listed and admitted to trading on the stock exchange(s) where the existing equity shares of the Transferee Company are listed. The Transferee Company shall enter into such arrangements and give such confirmations and/ or undertakings as may be necessary in accordance with applicable laws or regulations for complying with the formalities of the Stock Exchange(s). On such formalities being fulfilled, the Stock Exchange(s) shall list and/ or admit the New Equity shares for the purpose of trading.
10.11 Subject to the provisions of the scheme, the Equity Shares of the Transferee Company to be issued and allotted under the Scheme shall remain frozen in the depositories system until listing and trading permission is granted by the stock exchanges.

11. ACCOUNTING TREATMENT BY THE TRANSFEREE COMPANY IN RESPECT OF ASSETS AND LIABILITIES

The Amalgamation will be accounted in accordance with the “acquisition method” prescribed under the Indian Accounting Standard 103 (Business Combination) as notified under Section 133 of the Act, read together with Paragraph 3 of The Companies (Indian Accounting Standard) Rules, 2015.

GENERAL TERMS & CONDITIONS

12. DISSOLUTION OF THE TRANSFEROR COMPANY AND VALIDITY OF RESOLUTIONS

12.1 Upon the effectiveness of this Scheme, the Transferor Company shall be dissolved without winding up, and the Board and any committees thereof, if any, of the Transferor Company shall without any further act, instrument or deed be and stand discharged. The name of the Transferor Company shall be struck off from the records of the RoC and the Transferee Company shall make necessary filings in this regard.
12.2 Upon coming into effect of this Scheme, the resolutions, if any, of the Transferor Company which are valid and subsisting on the Effective Date, shall continue to be valid and subsisting and be considered as resolutions of the Transferee Company and if any such resolutions have any monetary limits approved under the provisions of the Act, or any other applicable statutory provisions, then the said limits shall be added to the limits, if any, under like resolutions passed by the Transferee Company and shall constitute the aggregate of the said limits in the Transferee Company.

13. BUSINESS AND PROPERTY IN TRUST AND CONDUCT OF BUSINESS FOR THE TRANSFEREE COMPANY

Unless otherwise stated herein below, with effect from the Appointed Date and up to and including the Effective Date:
13.1 The Transferor Company shall be deemed to have been carrying on and shall carry on its business and activities and shall be deemed to have held and stood possessed of and shall hold and stand possessed of all of the assets of the Transferor Company for and on account of, and in trust for the Transferee Company. Each of the Transferor Company hereby undertake to hold the said assets with utmost prudence until the Effective Date.
13.2 With effect from the date of the Board meeting of the Parties approving the Scheme and up to and including the Effective Date, each of the Parties shall preserve and carry on its business and activities with reasonable diligence, business prudence and in ordinary course consistent with past practices.
13.3 All the profits or income, taxes (including advance tax and tax deducted at source) or any costs, charges, expenditure accruing to the Transferor Company or expenditure or losses arising or incurred or suffered by the Transferor Company shall for all purpose be treated and be deemed to be and accrue as the profits, taxes, tax losses, MAT Credit, incomes, costs, charges, expenditure or losses of the Transferee Company, as the case may be.
13.4 With effect from the date of the Board meeting of the Transferee Company approving the Scheme and up to and including the Effective

Date, the Transferor Company shall not vary the terms and conditions of employment of any of its employees, without the prior consent of the Transferee Company, except in the ordinary course of business or pursuant to any pre-existing obligation undertaken by the Transferor Company prior to the Appointed Date.

13.5 With effect from the date of the Board meeting of the Transferee Company approving the Scheme and up to and including the Effective Date, the Transferor Company shall not, without the prior written approval of the Board of Directors of the Transferee Company, make any change in its capital structure, whether by way of increase, decrease, reduction, re-classification, sub-division or consolidation, reorganisation, or in any other manner.
13.6 Notwithstanding anything stated in this Scheme, upon the Scheme becoming effective, and if required, the Transferee Company is authorized to execute all such deeds and documents, whatsoever, that may be required and/or ought to have been executed by the Transferor Company, as if the Transferor Company were in existence.
13.7 From the Effective Date, the Transferee Company shall carry on and shall be entitled to carry on the business of the Transferor Company

14. PROPERTY IN TRUST

14.1 Notwithstanding anything contained in this Scheme, until any property, asset, license, approval, permission, contract, agreement and rights and benefits arising therefrom pertaining to the Transferor Company are transferred, vested, recorded, effected and/ or perfected, in the records of the Appropriate Authority(ies), regulatory bodies or otherwise, in favour of the Transferee Company, the Transferee Company is deemed to be authorized to enjoy the property, asset or the rights and benefits arising from the license, approval, permission, contract or agreement as if it were the owner of the property or asset or as if it were the original party to the license, approval, permission, contract or agreement. It is clarified that till entry is made in the records of the Appropriate Authority(ies) and till such time as may be mutually agreed by Parties, the Transferor Company will continue to hold the property and / or the asset, license, permission, approval, contract or agreement and rights and benefits arising therefrom, as the case may be, in trust for and on behalf of the Transferee Company. It is further clarified that on the Effective Date, notwithstanding the Scheme being made effective, any asset/ liability identified as part of the Transferor Company pending transfer due to the pendency of any approval/ consent and/ or sanction shall be held in trust by the Transferor Company for the Transferee Company. Immediately upon receipt of such approval/ consent and/ or sanction such asset and/ or liability forming part of the Transferor Company shall without any further act/ deed or consideration be transferred/ vested in the Transferee Company, with all such benefits, obligations and rights with effect from the Effective Date. All costs, payments and other liabilities that the Transferor Company shall be required to bear to give effect to this Clause 14 shall be borne solely by the Transferee Company and the Transferee Company shall reimburse and indemnify the Transferor Company against all liabilities and obligations incurred by the Transferor Company in respect thereof.

15. COMBINATION AND INCREASE OF AUTHORISED CAPITAL

15.1 Upon the Scheme becoming effective, the authorised share capital of the Transferor Company cumulatively amounting to INR 8,00,00,000 (Indian Rupees Eight Crores) will get amalgamated with that of the Transferee Company without payment of any additional fees, duties and Taxes as though the same have already been paid. The authorised share capital of the Transferee Company will automatically stand increased to that effect by simply filing the requisite forms with the RoC and no separate procedure or instrument or deed shall be required to be followed under the Act. The stamp duty and fees paid on the authorized capital of the Transferor Company shall be utilized and applied to the increased authorized share capital of the Transferee Company and there would be no requirement for any further payment of stamp duty and/or fee and/or Taxes by the Transferee Company for increase in the authorised share capital to that extent.
15.2 Consequent upon the Scheme becoming effective and upon combination of authorised share capital of the Transferor Company with the Transferee Company, the authorised share capital of the Transferee Company shall be as under:

Transferee Company, the authorised share capital of the Transferee Company shall be as under:
Particulars	INR
Authorised Share Capital*(refer note 1)
35,75,00,000 equityshares of INR 2each	71,50,00,000
30,00,000 ‘A’ Class 9% Cumulative Redeemable Preference Shares of INR 10 each	3,00,00,000
1,83,500 ‘B’ Class 3% Cumulative CompulsoryConvertible Preference Shares of INR 2,187 each	40,13,14,500
35,00,000 ‘C’ Class 3% Cumulative Redeemable Preference Shares of INR 10 each	3,50,00,000
1,00,00,000 1% Non-Cumulative FullyConvertible Preference Shares of INR 10 each	10,00,00,000
Total	128,13,14,500

15.3 In view of the consolidation of authorized share capital of the Transferor Company with the Transferee Company and subsequent increase of authorised share capital of the Transferee Company in terms of this Clause, the existing capital clause contained in the memorandum of association of the Transferee Company shall without any act, instrument or deed be and stand altered, modified and amended pursuant to Sections 13, 61 and 64 of the Act and Section 232 and other applicable provisions of the Act, as set out below:

Memorandum of Association[][ (refer note 2)]**

“V. The Authorised Share Capital of the Company is Rs. 128,13,14,500 consisting of Rs. 71,50,00,000/- Equity Share Capital divided into 35,75,00,000 equity shares of Rs. 2/- each, Rs. 3,00,00,000 ‘A’ Class 9% Cumulative Redeemable Preference Shares Capital divided into 30,00,000 ‘A’ Class 9% Cumulative Redeemable Preference Shares of Rs. 10/- each, Rs. 40,13,14,500 ‘B’ Class 3% Cumulative Compulsory Convertible Preference Shares Capital divided into 1,83,500 ‘B’ Class 3% Cumulative Compulsory Convertible Preference

Shares of Rs. 2,187/- each, Rs. 3,50,00,000 ‘C’ Class 3% Cumulative Redeemable Preference Shares Capital divided into 35,00,000 ‘C’ Class 3% Cumulative Redeemable Preference Shares of Rs. 10/- each, Rs. 10,00,00,000 1% Non-Cumulative Fully Convertible Preference Shares Capital divided into 1,00,00,000 1% Non-Cumulative Fully Convertible Preference Shares of Rs. 10/- each.”

15.4 It is clarified that the approval of the members of the Transferee Company to the Scheme shall be deemed to be their consent / approval also to the alteration of the memorandum of association of the Transferee Company and the Transferee Company shall not be required to seek separate consent / approval of its shareholders for the alteration of the memorandum of association of the Transferee Company as required under Sections 13, 61 and 64 of the Act and other applicable provisions of the Act.

16. APPLICATIONS/ PETITIONS TO THE TRIBUNAL

16.1 The Parties shall dispatch, make and file all applications and petitions under Sections 230 to 232 and other applicable provisions of the Act before the Tribunal, under whose jurisdiction, the registered offices of the respective Parties are situated, for sanction of this Scheme under the provisions of Applicable Law, and shall apply for such approvals as may be required under Applicable Law and for dissolution of the Transferor Company without being wound up.
16.2 The Parties shall be entitled, pending the sanction of the Scheme, to apply to any Appropriate Authority, if required, under any Applicable Law for such consents and approvals which the, Transferee Company may require to own the assets and/ or liabilities of the Transferor Company, and to carry on the business of the Transferor Company.

17. MODIFICATION OR AMENDMENTS TO THIS SCHEME

17.1 On behalf of each of the Parties, the Board of the respective companies acting themselves or through authorized persons, may consent jointly but not individually, on behalf of all persons concerned, to any modifications or amendments of this Scheme at any time and for any reason whatsoever, or to any conditions or limitations that the Tribunal or any other Appropriate Authority may deem fit to direct or impose or which may otherwise be considered necessary, desirable or appropriate by all of them (i.e. the Boards of the Parties) and solve all difficulties that may arise for carrying out this Scheme and do all acts, deeds and things necessary for putting this Scheme into effect.
17.2 For the purpose of giving effect to this Scheme or to any modification thereof the Boards of the Parties acting themselves or through authorized persons may jointly but not individually, give and are jointly authorised to give such directions including directions for settling any question of doubt or difficulty that may arise and such determination or directions, as the case may be, shall be binding on all parties, in the same manner as if the same were specifically incorporated in this Scheme.

18. CONDITIONS PRECEDENT

18.1 Unless otherwise decided (or waived) by the relevant Parties, the Scheme is conditional upon and subject to the following conditions precedent:
18.1.1 obtaining no-objection/ observation letter from the Stock Exchanges in relation to the Scheme under Regulation 37 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015;
18.1.2 approval of the Scheme by the requisite majority of each class of shareholders of the Parties and such other classes of persons of the said Companies, if any, as applicable or as may be required under the Act and as may be directed by the Tribunal;
18.1.3 the Parties, as the case may be, complying with other provisions of the SEBI Circular, including seeking approval of the shareholders of the Transferee Company through e-voting,. The Scheme shall be acted upon only if the votes cast by the public shareholders in favour of the proposal are more than the number of votes cast by the public shareholders, of the Transferee Company against it as required under the SEBI Circular. The term ‘public’ shall carry the same meaning as defined under Rule 2 of Securities Contracts (Regulation) Rules, 1957;
18.1.4 the sanctions and orders of the Tribunals, under Sections 230 to 232 of the Act for approving the Scheme, being obtained by the Parties;
18.1.5 certified/ authenticated copies of the orders of the Tribunal, sanctioning the Scheme, being filed with the RoC by all the Parties; and
18.1.6 the requisite consent, approval or permission of the Appropriate Authority or any other Person, which by Applicable Law or contract, agreement, may be necessary for the effective transfer of business and/or implementation of the relevant parts of the Scheme.
18.2. Without prejudice to Clause 18.1 and subject to satisfaction or waiver of conditions mentioned in Clause 18.1 above, the Scheme shall be made effective in the order as contemplated below:
18.2.1 Part II of the Scheme shall be made effective subject to the satisfaction or waiver of conditions mentioned in Clause 18.1by the Boards of the Transferor Company, and the Transferee Company; and
18.3 It is hereby clarified that submission of this Scheme to the Tribunals and to the Appropriate Authorities for their respective approvals is without prejudice to all rights, interests, titles or defences that the Parties may have under or pursuant to all Applicable Laws.
18.4 On the approval of this Scheme by the shareholders of the Parties and such other classes of Persons of the said companies, if any, pursuant to Clause 18.1, such shareholders and classes of Persons shall also be deemed to have resolved and accorded all relevant consents under the Act or otherwise to the same extent applicable in relation to the Part II set out in this Scheme, related matters and this Scheme itself.

PART III

GENERAL TERMS AND CONDITIONS

19. EFFECT OF NON-RECEIPT OF APPROVALS AND MATTERS RELATING TO REVOCATION/ WITHDRAWAL OF THIS SCHEME

19.1. Parties acting jointly through their respective Boards shall each be at liberty to withdraw from this Scheme.
19.2 Parties acting through their respective Boards shall each be at liberty to withdraw from this Scheme in case any of Parties is declared insolvent.
19.3 In the event of any of the said sanctions and approvals not being obtained and/or the Scheme not being sanctioned by the Tribunal, and/ or the order or orders not being passed as aforesaid on or before 18 months from the date of approval of the Scheme by the Boards of the Parties or within such period as may be mutually agreed upon, between the Parties through their respective Boards or their authorised representative, this Scheme shall become null and void and each Party shall bear and pay its respective costs, charges and expenses for and/ or in connection with this Scheme.
19.4 In the event of revocation/ withdrawal under Clause 19.1 or above, no rights and liabilities whatsoever shall accrue to or be incurred inter se the Parties or their respective shareholders or creditors or employees or any other Person, save and except in respect of any act or deed done prior thereto as is contemplated hereunder or as to any right, liability or obligation which has arisen or accrued pursuant thereto and which shall be governed and be preserved or worked out as is specifically provided in the Scheme or in accordance with the Applicable Law and in such case, each Party shall bear its own costs, unless otherwise mutually agreed.
19.5 If any part of this Scheme is found to be unworkable for any reason whatsoever, the same shall not, subject to the decision of the Parties through their respective Boards, affect the validity or implementation of the other parts and/ or provisions of this Scheme.

20. COSTS AND TAXES

20.1 Parties have agreed to bear the costs, charges and expenses (including, but not limited to, any taxes and duties, registration charges, etc.) in relation to carrying out, implementing and completing the terms and provisions of this Scheme and/ or incidental to the completion of this Scheme in the following manner:
20.1.1 the Transferee Company shall bear the stamp duty costs in connection with Part II of the Scheme, interse as agreed amongst themselves;
20.1.2 all other costs, charges and expenses (including, but not limited to, any taxes and duties, registration charges, etc.) in relation to carrying out, implementing and completing the terms and provisions of this Scheme and/ or incidental to the completion of this Scheme shall be borne by the respective Parties.

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

* Note 1:

Post adoption of the Scheme by the Board, the authorized share capital of the Transferee Company has been increased to Rs. 511,69,20,500/as on the date of this notice. Accordingly, post approval of the Scheme, the Authorised share capital of the Transferee Company shall be as under:

under:
Authorised Share Capital	In Rs.
77,62,13,000 equityshares of INR 2 each	155,24,26,000
2,75,00,000 [8% non-cumulative redeemablepreference shares of INR 10 each]	27,50,00,000
3,36,94,945 [0.01% non-convertible redeemablepreference shares of INR 100 each]	3,36,94,94,500
Total Authorised Share Capital	519,69,20,500

** Note 2

Post adoption of the Scheme by the Board, the authorized share capital of the Transferee Company has been enhanced to Rs. 511,69,20,500/as on the date of this notice. Accordingly, post approval of the Scheme, Clause V of the Memorandum of Association of the Transferee Company shall be as under:

“The Authorised Share Capital of the Company is Rs. 519,69,20,500/- (Rupees Five Hundred and Nineteen Crore Sixty Nine Lakh Twenty Thousand Five Hundred only) consisting of 77,62,13,000/- (Seventy Seven Crore Sixty Two Lakh Thirteen Thousand) Equity Shares of Rs. 2/- (Rupees Two only) each, 2,75,00,000 (Two Crore Seventy Five Lakh) 8% non-cumulative redeemable preference shares of Rs. 10/- (Rupees Ten) each and 3,36,94,945 (Three Crore Thirty Six Lakh Ninety Four Thousand Nine hundred and Forty Five only) 0.01% non-convertible redeemable preference shares of Rs. 100/- (Rupees One Hundred) each.”

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

a) The Proposed Scheme was placed before the Board of Directors of the Transferee Company on February 6, 2020 and was duly approved.
b) The Proposed Scheme was placed before the Board of Directors of the Transferor Company on February 6, 2020 and were duly approved.

c) On the Scheme being approved by the requisite majority of the Shareholders and unsecured Creditors, the Transferee Company and Transferor Company shall file a joint petition with the NCLT, New Delhi for sanction of the Scheme under Sections 230 to 232 of the Companies Act, 2013.
d) Copy of Scheme of Amalgamation is forming part of this notice as Annexure I.
e) Order passed by the Hon’ble National Company Law Tribunal, New Delhi (Court-II) dated August 31, 2021 & October 20, 2021 and order passed by the Hon’ble National Company Law Appellate Tribunal dated December 23, 2021 are forming part of this notice as Annexure II A , Annexure II B and Annexure II C respectively.
f) Report adopted by the Board of Directors of the Transferor Company and Transferee Company as per the provisions of Section 232(2)(c) of the Companies Act, 2013 explaining the effect of the Scheme on each of the equity shareholders, key managerial personnel, promoters and non- promoter shareholders, laying out in particular the share entitlement ratio are forming part of this notice as Annexure III A and Annexure III B respectively.
g) Unaudited financial statements of Transferor and Transferee Company is forming part of this notice as Annexure IVA and Annexure IVB respectively.
h) Valuation report and Fairness opinion are forming part of this notice as Annexure V and VI respectively.
i) Compliant Report is forming part of this notice as Annexure VII.
j) Observation letters from National Stock Exchange (NSE) and BSE Limited are forming part of this notice as Annexure VIII.
k) Auditor’s Certificate under section 133 of the Companies Act, 2013 of the Transferee Company is forming part of this notice as Annexure IX.
l) Information of Transferor Company in the format of Abridged prospectus as provided in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 is forming part of this notice as Annexure-X .
m) Pre shareholding pattern of Transferor Company and pre and post shareholding pattern of Transferee Company is forming part of this notice as Annexure XI.

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

a) The directors of the Transferor Company and the Transferee Company and relatives of the aforementioned persons may be deemed to be concerned and / or interested in the Scheme only to the extent of their shareholding directly, if any, in the respective companies that are the subject of the Scheme, or to the extent the said persons are interested or involved in any of the companies that are the subject of the Scheme or any entity that directly holds shares in any of the companies.
b) Key Managerial Personnel (KMPs) other than Directors and their relatives may be deemed to be concerned and/or interested in the Scheme only to the extent of their shareholding directly, if any, in the respective companies that are the subject of the Scheme.
c) Save as aforesaid, none of the Directors and KMPs of the Transferor Company and the Transferee Company and their relatives have any material concern or interest, financial and / or otherwise in the Scheme.

23. General:

a) The Transferee Company and the Compliance Officer of the Transferee Company received a Show Cause Notices on September 11, 2020 from SEBI under Rule 4(1) of SEBI (Procedure for Holding Inquiry and imposing penalties) Rules, 1995 (“Show Cause Notices”).The Show Cause Notices was served upon the Transferee Company for the alleged delay in filling disclosures under Regulation 7(2) (b) of SEBI (Prohibition of Insider Trading) Regulations, 2015 (“PIT Regulations”) in respect of the trades undertaken by two of its designated persons. Transferee Company and its Compliance Officer filed their replies to the Show Cause Notices on September 28, 2020. On October 27, 2020, in a hearing on the show cause notice before the Enquiry and Adjudication Department, SEBI, Transferee Company and the Compliance Officer submitted that they are filling an application for settlement and hence requested SEBI to keep the proceedings in abeyance till the disposal of the matter. Subsequently, the Company filed the settlement application for (i) both the Show Cause Notices for settlement amount of Rs. 16.09 Lacs and (ii) for suo moto settlement of potential violations under regulation 7(2)(b) of the PIT Regulations for Rs. 22.80 Lacs. The application for suo moto settlement of potential violations was rejected by the High Powered Advisory Committee on June 14, 2021 on the grounds that the amount proposed by applicants was not in line with the amount calculated as per the SEBI (Settlement Proceedings) Regulations, 2018. The settlement proceeding with respect to the Show Cause Notices is currently pending.
b) To the knowledge of Transferor Company and / or Transferee Company, there is no petition pending for winding up of the Transferor Company and/or Transferee Company and there is no investigation or proceedings, if any pending against Transferor Company and / or Transferee Company.
c) The proposed Scheme does not affect in any manner nor vary the rights in any manner of the Key Managerial Persons (as defined under the Companies Act, 2013) or directors of the Transferor Company or the Transferee Company. The Scheme also does not propose any capital or debt restructuring or any compromise or arrangement with the creditors of the Transferor Company or the Transferee Company.

d) In compliance with the requirement of Section 230(5) of the Companies Act, 2013 and Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules,2016, notice in the prescribed form and seeking approvals, sanctions or noobjections will be served to the concerned regulatory and government authorities for the purpose of the proposed Scheme.
e) Amount due to unsecured creditors –
Transferor Company – Rs. 11,74,43,875.00
Transferee Company – Rs. 4,66,07,40,701.96
f) Amount due to secured creditors –
Transferor Company – Rs. 2,92,25,820.00
Transferee Company – Rs. 5,19,65,68,271.91

Hon’ble NCLT has dispensed the meetings of secured creditors, unsecured creditors and equity shareholders of Transferor Company and meeting of secured creditor of Transferee Company.

g) Disclosures about the outstanding debts/loans of Rs. 9.02 crores:

The details of the debts/loans of the Transferor Company, as at 31 March, 2020 is given below: -

The details of the debts/loans of the Transferor Company, as at 31 March, 2020 is given below: -
Particulars	Rs. in Crores
Secured loan from Bajaj Finance Limited	2.86
Unsecured loan from Non-Banking Finance Company	6.00
Lease Liability	0.16
Total	9.02

The Scheme is conditional upon and subject to the following:

  - a) The scheme being approved by the requisite majorities in number and value of such classes of members and/or creditors (wherever applicable), of the Transferee Company as may be directed by Hon’ble NCLT.

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

  - c) The approval or sanction of the Hon’ble NCLT under Sections 230-232 of the Act in favor of the Transferor Company and the Transferee Company for sanctioning the Scheme being obtained;

  - d) The certified/ authenticated copies of the orders of the Hon’ble NCLT sanctioning the Scheme being filed by each of the Transferor Company and the Transferee Company with the Registrar of Companies;

  - e) Any other approvals, sanctions or consents of any Governmental Authority or any statutory authorities as may be required by law for the implementation of Scheme being obtained.

Copy of the notices of the NCLT Convened meetings, the Scheme of Amalgamation along with Explanatory Statement under Section 230-232 of the Companies Act, 2013 have been placed on the website of the Transferee Company.
The following documents will be open for inspection at its registered office between 11.00 am to 2.00 pm on all working days, except Saturdays, Sundays and Public Holidays, up to 1 (one) day prior to the date of the Meeting:
a) Copy of the Company Application CA (CAA)-66 /2021;
b) Copy of the Order dated August 31, 2021, Order dated October 20, 2021 of the Hon’ble National Company Law Tribunal, New Delhi passed in the above Company Application;
c) Copy of the Order dated December 23, 2021 passed by Hon’ble NCLAT, New Delhi
d) Copy of Scheme of Amalgamation
e) Copy of the Memorandum and Articles of Association of the Transferor Company and the Transferee Company;
f) Copy of the Unaudited Financial Results (with Limited Review Report) of the Transferee Company for the period ended September 30, 2021;
g) Copy of the Supplementary Unaudited Accounting Statements (with Limited Review Report) of the Transferor Company for the period ended September 30, 2021;
h) Report adopted by the Board of Directors of Transferor Company and Transferee Company as per the provisions of Section 232(2)(c) of the Companies Act, 2013 explaining the effect of the Scheme on each of the shareholders, key managerial personnel, promoters and non- promoter shareholders;
i) Certificate issued by the auditor of the Transferee Company to the effect that the accounting treatment, if any proposed in the Scheme is in conformity with the Accounting Standards prescribed under Section 133 of Companies Act, 2013;
j) Valuation report
k) Fairness opinion report

l) Observation letter received from BSE and NSE
m) Pre and post shareholding pattern of Applicant Companies, as applicable
n) Abridged prospectus as provided in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018

Santosh Kumar Sahewala Chairperson of the meeting

Dated: 5th day of January, 2022 Place: New Delhi

Registered Office: B-64/1, Wazirpur Industrial Area, New Delhi- 110052

Annexure - 1

SCHEME OF AMALGAMATION

UNDER SECTIONS 230 TO 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013

MINDA I CONNECT PRIVATE LIMITED

(Transferor Company)

WITH

MINDA INDUSTRIES LIMITED (Transferee Company)

AND

THEIR RESPECTIVE SHAREHOLDERS

AND CREDITORS

(A) BACKGROUND OF THE COMPANIES

l. Minda I Connect Private Limited, the "Transferor Company" is a Private company incorporated on 30th Day of September, 2014 under the provisions of the Companies Act, 2013bearing CIN U35900DL2014PTC272202, and ishaving its registered office at 8-64/1 Wazirpur, Industrial Area, New Delhi - 110052. The Transferor Company is engaged inter alia in the business of development of software, hardware and designing, programming in automotive mobility and Information technology segment, Automation providing product and solution ..
Minda Industries Limited, the "Transferee Company", is a public company th incorporated on 16 Day of September, 1992 under the provisions of the Companies Act, 1956bearingCIN L74899DL1992PLCOS0333, and is having its registered office at 8-64/1, Wazirpur Industrial Area, New Delhi - 110 052. The Transferee Company is engaged inter a/iain the business in India or abroad whether by itself or in collaboration whether lm;iian or Foreign the business of manufacturers, fabricators, assemblers and sub-assemblers processors, agents, importers, exporters, holders, stockists, distributors, buyers and sellers, dealer and suppliers of automobile parts and agricultural implements automotive and other gear transmissions axels, universal joints, springs, spring leaves, lighting kits tools attachments, jigs, fixtures, dies for engineering plastic goods manufacturing, autolights, electrical apparatus meter dynamos head lamps, sealed beams, components, parts accessories and fittings for the said articles and things used in connection with the manufacturer thereof, alloy springs, steel billets, flats and bars, pressed and other related items for motor cars, motors cycles, scooters, tractors, vans, jeeps lorries motor cars, motor cycles, scooters, mopeds, cycle, motor launches, aeroplanes and other vehicles and conveyance of all kinds and miners, shippers, suppliers of the thermplast and fibre glass, PVC and plastic products of all kinds, roofing and building materials of all kinds agricultural, sea and food products, fertilizers, iron and steel and its all types of products, metals minerals and its products, engineering goods electricals and electronic gadgets, games and toys of all description along with components devices, sole assemblies, accessories and materials used in their manufacture, components dyes, chemicals, pharmaceuticals, pigments, papers, cement, plastic, leather goods, handicrafts, processed foods, vegetables, fruits, dry-fruits, oil and cakes baby f o ds, milk and products thereof, dairies and its products, transport and handling. agents, order suppliers, departmental stores, tobacco and tobacco products, cigarettes, jute and its products, hessian, textile including cotton, woolen, art silk, natural silk, readymade garments, hosiery, synthetics fibre and fabric and mixed fabrics, surgical, electronics and surgical, diamonds, precious stones, jewellery, artificial or otherwise pearls, pharmaceuticals electronics and surveying equipment and instruments, computer industry, television satellite, communication systems, radar equipment Computers, dry and inert cells, electrical goods and equipment, lamps tubes electronics industry, aeronautical industry,_cable and plastic industry, furniture, musical items ceramics and refrectories, glass, soaps, cosmetics, publishers, stationers and all types of commodities, computer spare parts, raw materials merchandise and goods and to act as sellers, purchasers and dealers of licences, release orders, permits, quotas and to enter into all sorts of agreements relating to the above and all other types of commodities and merchandise.

2 I 21

{B) RATIONALE OF THIS SCHEME

The Transferor Company and Transferee Company are engaged in auto component business and both companies are of the same group;
The Transferor Companyis a developer of software, hardware and designing, programming in automotive mobility and infonnation technology segment, automation providing products and solutions and consultancy services incidental thereto;
The Transferor Company is in business of development of software, hardware, designing, programming in automotive mobility and information technology segment and automation providing products. Transferor Company Brand- I Connect and Carot have been established as a leading tefematics brand in India (HW and IT)
The Transferee Company desires to expand its business in automotive components and this amalgamation would lead to improved customer connect and enhanced market share across product segments relating to auto sector;
The Transferor Company's products like software, hardware, designing, programming in automotive mobility and information technology segment will synergize well with the product groups of the Company;
The amalgamation will help the Transferee Company in creation of platform for a new business / product and to act as a gateway for growth and will ensure better operation management and expansion of business operations;
By this amalgamation and through enhanced base of product offerings, the Transferee Company would serve as One-stop solution for wide range of components / products to the original equipment manufacturers (OEMs) and others;
The proposed amalgamation of the Transferor Company with the Transferee Company in accordance with this Scheme would enable companies to realise benefits of greater synergies between their businesses and avail of the financial, managerial, technical, distribution and marketing resources of each other towards maximising stakeholder value;
Opportunities for employees of the Transferee Company and Transferor Companyto grow in a wider field of business;
Improvement in competitive position of the Transferee Company as a combined entity and also access to marketing networks/customers;
The Scheme enables the Transferee Company to have control over the operations of the Transferor Company;
The Scheme shall not in any manner be prejudicial to the interests of the concerned shareholders, creditors or general public at large.

3 I 21

{C) OVERVIEW AND OPERATION OF THIS SCHEME

This Scheme provides for Amalgamation of the Transferor Companywith the Transferee Companyand the consequent issue of equity sharesby the Transferee Company in the manner set out in this Scheme.

(D) PARTS OF THIS SCHEME

This Scheme is divided into the following parts:

PART Ideals with the definitions of the terms used in this Scheme and share capital details of the Parties (defined hereunder);
PART II deals with the amalgamation of the Transferor Companywith the Transferee Company and issue of consideration thereof;
PART llldeals with the general terms and conditions that would be applicable to this Scheme.

PARTI

DEFINITIONS AND SHARE CAPITAL

1. DEFINITIONS

1.1 In this Scheme, unless inconsistent with the subject or context thereof (i) capitalised terms defined by inclusion in quotations and/ or parenthesis have the meanings so ascribed; (ii) all terms and words not defined in this Scheme shall have the meaning ascribed to them under the relevant Applicable Laws; and (iii) the following expressions shall have the meanings ascribed hereunder:

"Act" means the Companies Act, 2013 to the extent of the provisions notified and the Companies Act, 1956 to the extent of its provisions in force and shall include any other statutory amendment or re-enactment or restatement and the rules and/or regulations and/or other guidelines or notifications under law, made thereunder from time to time;

"Appointed Date" means the same date as the Effective Date or such other date that is mutually agreed in writing between the Transferor Company and the Transferee Company;

"Applicable Law" or "Law" means any applicable national, foreign, provincial, local or other law including applicable provisions of all (a) constitutions, decrees, treaties, statutes, laws (including the common law), codes, notifications, rules, regulations, policies, guidelines, circulars, directions, directives, ordinances or orders of any Appropriate Authority, statutory authority, court, tribunal having jurisdiction over the Parties; (b) approvals; and (c} orders, decisions, injunctions, judgments, awards and decrees of or agreements with any Appropriate Authority having jurisdiction over the Parties as may be in force from time to time;

"Appropriate Authority" means:

(a} the government of any jurisdiction (including any national, state, municipal or local government or any political or administrativ'7 su_b�ivision thereof) and any

==> picture [220 x 53] intentionally omitted <==

department, ministry, agency, instrumentality, court, central bank, commission or other authority thereof;

(b) any public international organisation or supranational body and its institutions, departments, agencies and instrumentalities;
(c) any governmental, quasi-governmental or private body or agency lawfully exercising, or entitled to exercise, any administrative, executive, judicial, legislative, regulatory, licensing, competition, tax, importing or other governmental or quasi governmental authority including (without limitation), the RBI (as defined SEBI and the Tribunal
hereinafter), (as defined hereinafter) (as defined hereinafter); and

(d) any Stock Exchange.

"Board" in relation to Transferor Companyandthe Transferee Company as the case may be, means the board of directors of such company, and shall include a committee of directors or any person authorized by the board of directors or such committee of directors duly constituted and authorized for the purposes of matters pertaining to the amalgamationunder this Scheme or any other matter relating thereto;

"Business Day" means a day (other than a Saturday, a Sunday or a public holiday) when commercial banks are open for ordinary banking business in Gurugramand Delhi, India;

"Effective Oate"in relation to the scheme, means last of the dates on which the copy of the order of Hon'ble National Company Law Tribunal sanctioning the Scheme of Amalgamation are filed by the Transferor Company and the Transferee Company with the Registrar of Companies.

Any references in this Scheme to the date of "coming into effect of this Scheme" or "effectiveness of this Scheme" or "Scheme taking effect" shall mean the Effective Date.

"Eligible Members" means the shareholders of any of the Transferor Companywho shall be eligible to receive Securities issued by the Transferee Company as consideration underthis Scheme on the Record Date.

''Encumbrance" means (i) any charge, lien (statutory or other), or mortgage, any easement, encroachment, right of way, right of first refusal or other encumbrance or security interest securing any obligation of any Person; (ii) pre-emption right, option, right to acquire, right to set-off or other third party right or claim of any kind, including any restriction on use, voting, selling, assigning, pledging, hypothecating, or creating a security interest in, place in trust (voting or otherwise), receipt of income or exercise; or (iii) any equity, assignments hypothecation, title retention, restriction, power of sale or other type of preferential "Encumber" shall arrangements; or (iv) any agreement to create any of the above; the tenn be construed accordingly;

"Hon'ble National Company Law Tribunal" or "NCLT" or "Hon'ble Tribunal" or "Hon'ble NCLT" means the Hon'ble National Company Law Tribunal at New Delhi having jurisdiction in relation to the Transferor Company and Transferee Company.

"Hon'ble National Company Law Appellate Tribunal" or "NCLAT" or "Hon'ble NCLAT" means the Hon'ble National Company Law Appellate Tribunal at-J'Jew Delhi. . ·. ! ;_ (;",,

s I 21

"INR" means Indian Rupee, the lawful currency of the Republic of India;

"Parties" shall mean collectively the Transferor Companyand the Transferee Company and "Party" shall mean each of them, individually;

"Permits" means all consents, licences, permits, certificates, permissions, authorisations, rights, clarifications, approvals, clearances, confirmations, declarations, waivers, exemptions, registrations, filings,no-objection certificate, orders, whether governmental, statutory, regulatory or otherwise as required under Applicable Law or otherwise;

"Person" shall mean any natural person, limited or unlimited liability company, corporation, one person company, partnership (whether limited or unlimited), proprietorship, Hindu undivided family, trust, union, society, association, any Appropriate Authority or any agency or political subdivision thereof or any other entity that may be treated as a person under Applicable Law;

"RBI" shall mean the Reserve Bank of India;

"Record Date" in relation to Part II means the Effective Date;

"ROC" means the Registrar of Companies, NCT of Delhi & Haryana.;

"Scheme" means this Scheme of Amalgamation, with or without any modification approved or imposed or directed by the Tribunal;

"SEBI" means the Securities and Exchange Board of India, constituted under the Securities and Exchange Board of India Act, 1992;

"SEBI Circular' means the circular issued by the SEBI, being Circular CFD/Dll3/CIR/2017 /21 dated 10 March, 2017, and any amendments thereof, modifications issued pursuant to regulations 11, 37 and 94 of the SEBI {Listing Obligations and Disclosure Requirements), Regulations, 2015;

"Stock Exchanges" means BSE Limited ("BSE") and National Stock Exchange of India limited ("NSE"), as the case may be;

''Taxation" or ''Tax" or ''Taxes" means all forms of direct or indirect taxes and statutory, governmental, state, provincial, local governmental or municipal impositions, duties, contributions and levies and whether levied by reference to income, profits, book profits, gains, net wealth, asset values, turnover, added value or otherwise and shall further include payments in respect of or on account of Tax, whether by way of deduction at source, advance tax, minimum alternate tax or otherwise or attributable directly or primarily to the Transferor Companyor the Transferee Company or any other Person and all surcharges, education cess, penalties, charges, costs and interest relating thereto;

"Tax Laws" means all Applicable Laws, acts, rules and regulations dealing with Taxes including but not limited to the income-tax, wealth tax, sales tax/ value added tax, service tax, goods and services tax, excise duty, customs duty or any other levy of similar nature;

"Transferee Company" means Minda Industries Limited, a public listed company th incorporated on 16 Day of September, 1992 under the provisions of the Companies Act, 1956, bearingCINL74899DL1992PLC050333, and is having its- registered office at B-64/1, Wazirpur Industrial Area, New Delhi - 110 052;

__ , .·

==> picture [25 x 10] intentionally omitted <==

"Transferee Company New Equity Shares" means equity shares issued by the Transferee Company under Clause 10.1.1.

"Transferor Company" means Minda I Connect Private Limited, a privatecompany, th incorporated on 30 Day of September, 2014 under the provisions of the Companies Act 2013,bearing CIN U35900DL2014PTC272202and is having its registered office at B-64/1 Wazirpur, Industrial Area,New Delhi DL 110052.

1.2 In this Scheme, unless the context otherwise requires:
1.2.1 words denoting the singular shall include the plural and vice versa and words denoting any gender shall include all genders;
1.2.2 headings, subheadings, titles, subtitles to clauses, sub-clauses and paragraphs are for information and convenience only and shall not form part of the operative provisions of this Scheme and shall be ignored in construing the same;
1.2.3 the words "include" and "including" are to be construed without limitation;
1.2.4 reference to a clause, paragraph or schedule is a reference to a clause, paragraph or schedule of this Scheme;
1.2.5 reference to any law or legislation or regulation shall include amendment(s), circulars, notifications, clarifications or supplement(s) to, or replacement, re enactment, restatement or amendment of, that law or legislation or regulation and shall include the rules and regulations thereunder;
1.2.6 references to days, months and years are to calendar days, calendar months and calendar years, respectively; and
1.2.7 word(s) and expression(s) elsewhere defined in this Scheme will have the meaning(s) respectively ascribed to them.

2. SHARE CAPITAL

2.1 .st The share capital of the Transferor Company as on 31 December 2019is as follows:

==> picture [348 x 88] intentionally omitted <==

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

Particulars I INR
Authorised Share Capital
80,00,0 0 equity shares of INR 10 each I 8,00,00,000
Total I 8,00,00,000
Issued, Subscribed and Paid-up Capital
73,37,84lequity shares of INR 10 each I 7,33,78,410
Total I 7,33,78,410
----- End of picture text -----

Subsequent to the above date, there has been no change in the authorised, issued, subscribed and paid up share capital of the Transferor Companytill the date of approval of the Scheme by the Board of the Transferor Company.

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2.2 The share capital of the Transferee Company as on 31 stDecember 2 019is as follows:

The share capital of the Transferee Company as on 31 stDecember 2 019is as	follows:
Particulars	INR
Authorised Share capital
31, 75 ,00,000 equity shares of INR 2each	63,50,00,000
30,00,000 'A' Class 9% Cumulative Redeemable Preference Shares ofINR	3,00,0D,0OO
l0each
1,8 3,500 'B' Class 3% Cumulative Compulsory Convertible Preference	4D,13,14,50D
Shares of INR 2 ,187 each
�5,00,D00 'C' Class 3% Cumulative Redeemable Preference Shares of INR	3,50,0D,0DO
10 each
1,00,00,000 1% Non-Cumulative Fully Convertible Preference Shares of	10, 00,00,000
INR lOeach
Total	120,13,14,500
Issued, Subscribed and Paid-up capital
26,22,16,965 equity shares of INR 2 each	52 ,44,33,9 30
Total	52,44,33,930

Subsequent to the above date, there has been no change in the authorised, issued , subscribed and paid up share capital of the Transferee Company till the date of approval of the Scheme by the Board of the Transferee Company.

The equity shares of the Transferee Company are listed on the Stock Exchanges namely Bombay Stock Exchange(BSE) and National Stock Exchange of India Limited {NSE).

3. DATE OF TAKING EFFECT AND IMPLEMENTATION OF THIS SCHEME

3.1 This Scheme as set out herein in its present form or with any modification(s), as may be approved or imposed or directed by the Tribunal or made as per Clause 18of this Scheme, shall become effective from the Appointed Date, but shall be operative from the Effective Date.

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8 I 21

PART II

AMALGAMATION OF THE TRANSFEROR COMPANY WITH TRANSFEREE COIVIPANY

4. TRANSFER OF ASSETS AND LIABILmES

4.1 With effect from the opening of business hours of Appointed Date, and subject to the provisions of this Scheme and pursuant to Section 232 of the Act and Section 2(18) of the Income-tax Act, 1961, the Transferor Company shall stand amalgamated with the Transferee Company as a going concern and all assets, liabilities, contracts, arrangements, employees, Permits, licences, records, approvals, etc. of the Transferor Company shall, without any further act, instrument or deed, stand transferred to and vested in or be deemed to have been transferred to and vested in the Transferee Company, so as to become as and from the Appointed Date, the assets, liabilities, contracts, arrangements, employees, Permits, licences, records, approvals, etc. of the Transferee Company by virtue of operation of law, and in the manner provided in this Scheme.
4.2 Without prejudice to the generality of the above and to the extent applicable, unless otherwise stated herein, with effect from the Appointed Date:
4.2.1 all assets of the Transferor Company that are movable in nature or are otherwise capable of being transferred by manual delivery or actual and/ or constructive delivery or by paying over or endorsement and/ or delivery, the same may be so transferred and delivered by the Transferor Company by operation of law without any further act or e'.'ecution of an instrument with the intent of vesting such assets with the Transferee Company as on the Appointed Date;
4.2.2 subject to Clause 4.2.3 below, with respect to the assets of the Transferor Company, other than those referred to in Clause 4.2.1 above, including all rights, title and interests in the agreements (including agreements for lease or license of the properties) investments in shares, mutual funds, bonds and any other securities, sundry debtors, outstanding loans and advances, if any, recoverable in cash or in kind or for value to be received, bank balances and deposits, if any, with government, semi-government, local and other authorities and bodies, customers and other persons, whether or not the same is held in the name of the Transferor Company, shall, without any further act, instrument or deed, be transferred to and vested in and/ or be deemed to be transferred to and vested in the Transferee Company, with effect from the Appointed Date by operation of law as transmission, as the case may be, in favour of the Transferee Company;
4.2.3 without prejudice to the aforesaid, all the immovable property (including but not limited to the land, buildings, offices, tenancy rights related thereto, and other immovable property, including accretions and appurtenances), whether or not included in the books of the Transferor Company, whether freehold or leasehold or under a license or permission to use (including but not limited to any other document of title, rights, interest and easements in relation thereto, and any shares in cooperative housing societies associated with such immoveable property) shall without any act or deed or conveyance being required to done or executed stand transferred to and be vested in the Transferee C.Qmpany, as successor to the .X.\'S Ti.'·' �v- .. 9 I 21
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Transferor Company. It is clarified that with effect from the Effective Date, the Transferee Company shall be liable to pay the rent and taxes and fulfil all obligations in relation to the immovable properties and the relevant owners, Hcensors and lessors in accordance with the terms of the relevant lease/ license or rent agreements. Further, any security deposits and advance/ prepaid lease/ license fee paid by the Transferor Company with respect to the immovable property shall accrue to the Transferee Company;

4.2.4 all debts, liabilities, duties and obligations (debentures, bonds; notes or other debt securities) of the Transferor Company shall, without any further act, instrument or deed be transferred to, and vested in, and/ or deemed to have been transferred to, and vested in, the Transferee Company, so as to become on and from the Appointed Date, the debts, liabilities, duties and obligations of the Transferee Company on the same terms and conditions as were applicable to the Transferor Company, and it shall not be necessary to obtain the consent of any Person who is a party to contract or arrangement by virtue of which such liabilities have arisen in order to give effect to the provisions of this Clause4;
4.2.5 unless otherwise agreed to between the Parties, the vesting of all the assets of the Transferor Company, as aforesaid, shall be subject to the Encumbrances, if any, over or in respect of any of the assets or any part thereof, provided however that such Encumbrances shall be confined only to the relevant assets of the Transferor Company or part thereof on or over which they are subsisting on and no such Encumbrances shall extend over or apply to any other asset(s} of the Transferee Company. Any reference in any security documents or arrangements (to which Transferor Companyis party} related to any assets of the Transferor Company shall be so construed to the end and intent that such security shall not extend, nor be deemed to extend, to any of the other asset(s) of the Transferee Company. Similarly, Transferee Company shall not be required to create any additional security over assets vested under this Scheme for any loans, debentures, deposits or other financial assistance already availed of /to be availed of by it, and the Encumbrances in respect of such indebtedness of the Transferee Company shall not extend or be deemed to extend or apply to the assets so vested;
4.2.6 on and from the Effective Date and till such time that the name of the bank accounts of the Transferor Company has been replaced with that of the Transferee Company, the Transferee Company shall be entitled to maintain and operate the bank accounts of the Transferor Company in the name of the Transferor Company and for such time as may be determined to be necessary by the Transferee Company. All cheques and other negotiable instruments, payment ordersreceived or presented for encashment which are in the name of the Transferor Company after the Effective Date shall be accepted by the bankers of the Transferee Company and credited to the account of the Transferee Company, if presented by the Transferee Company; and
4.2.7 without prejudice to the foregoing provisions of this Clause 4.2, the Transferor Company and the Transferee Company shall be entitled to execute any and all instruments or documents and do all the acts and deeds as may be required, including filing of necessary particulars and/ or modification(s) of charge, with the concerned RoC or filing of necessary applications, notices, intimations or letters with any Appropriate Authority or Person, to give effect to the above provisions .

. '

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5. PERMITS

With effect from the Appointed Date, all the Permits {including the licenses granted by any Governmental, statutory or regulatory bodies) held or availed of by, and all rights and benefits that have accrued to, the Transferor Company, pursuant to the provisions of Section 232 of the Act, shall without any further act, instrument or deed, be transferred to, and vest in, or be deemed to have been transferred to, and vested in, and be available to, the Transferee Company so as to become as and from the Appointed Date, the Permits, estates, assets, rights, title, interests and authorities of the Transferee Company and shall remain valid, effective and enforceable on the same terms and conditions to the extent permissible in Applicable Laws. Upon the Effective Date and until the Permits are transferred, vested, recorded, effected, and/ or perfected, in the record of the Appropriate Authority, in favour of the Transferee Company, the Transferee Company is authorized to carry on business in the name and style of the Transferor Company, and under the relevant license and/ or Permit and/ or approval, as the case may be, and the Transferee Company shall keep a record and/ or account of such transactions.

6. CONTRACTS, DEEDS ETC.

6.1 All contracts, deeds, bonds, agreements, indemnities, guarantees or other similar rights or entitlements whatsoever, schemes, arrangements and other instruments, rights, entitlements, licenses (including the licenses granted by any Appropriate Authority) for the purpose of carrying on the business of the Transferor Company, and in relation thereto, and those relating to tenancies, privileges, powers, facilities of every kind and description of whatsoever nature in relation to the Transferor Company, or to the benefit of which the Transferor Company may be eligible and which are subsisting or having effect immediately before this Scheme coming into effect, shall by endorsement, delivery or recordal or by operation of law pursuant to the order of the Appropriate Authority sanctioning the Scheme, and on this Scheme becoming effective be deemed to be contracts, deeds, bonds, agreements, indemnities, guarantees or other similar rights or entitlements whatsoever, schemes, arrangements and other instruments, Permits, rights, entitlements, licenses (including the licenses granted by any Appropriate Authority) of the Transferee Company. Such properties and rights described hereinabove shall stand vested in the Transferee Company and shall be deemed to be the property and become the property by operation of law as an integral part of the Transferee Company. Such contracts and properties described above shall continue to be in full force and continue as effective as hitherto in favour of or against the Transferee Company and shall be the legal and enforceable rights and interests of the Transferee Company, which can be enforced and acted upon as fully and effectually as if it were the Transferor Company. Upon this Scheme becoming effective, the rights, benefits, privileges, duties, liabilities, obligations and interest whatsoever, arising from or pertaining to contracts and properties, shall be deemed to have been entered into and stand assigned, vested and novated to the Transferee Company by operation of law and the Transferee Company shall be deemed to be the Transferor Company' substituted party or beneficiary or obliger thereto. It being always understood that the Transferee Company shall be the successor in the interest of the Transferor Company. In relation to the same, any procedural requirements required to be fulfilled solely by the Transferor Company (and not by any of its successors), shall be fulfilled by the Transferee Company as if it were the duly constituted attorney of the Transferor Company.

6.2 The Transferee Company may, at any time after coming into effect of this Scheme in accordance with the provisions hereof, if so required, under any law or otherwise, enter into, or issue or execute deeds, writings, confirmations, novqpo_ns, declarations, or other , . \ �· .. '..,. .· - ::-· ,: 11 I 21 �R�00.)r-a�c ,.� :

doi;uments with, or in favour of any party to any contract or arrangement to whichthe Transferor Companyis party or any writings as may be necessary to be executed in order to give formal effect to the above provisions. The Transferee Company shall be deemed to be authorised to execute any such writings on behalf and in the name of the Transferor Company and to carry out or perform all such formalities or compliances required for the purposes referred to above on the part of the Transferor Company.

6.3 The Transferee Company shall be entitled to the benefit of all insurance policies which have been issued in respect of the Transferor Company and the name of the Transferee Company shall be substituted as "Insured" in the policies as if the Transferee Company was initially a party thereto.

7. EMPLOYEES

7.1 On the Scheme becoming effective, all employees, whether temporary or permanent employees and including all employees on probation, trainees and interns of the Transferor Company in service on the Effective Date, shall be deemed to have become employees of the Transferee Company with effect from the Appointed Date or their respective joining date, whichever is later, without any break in their service and on the basis of continuity of service, and the terms and conditions of their employment with the Transferee_ Company shall not be less favourable than those applicable to them with reference to the Transferor Company on the Effective Date. The Transferee Company undertakes to continue to abide by any agreement/settlement, if any, validly entered into by the Transferor Company with any union/employee of the Transferor Company recognized by the Transferor Company. It is hereby clarified that the accumulated balances, if any, standing to the credit of the employees in the existing provident fund, gratuity fund and superannuation fund of which the employees of the Transferor Company are members shall be transferred to such provident fund, gratuity fund and superannuation fund of the Transferee Company or to be established and caused to be recognized by the Appropriate Authorities, by the Transferee Company.
7.2 Pending the transfer as aforesaid, the provident fund, gratuity fund and superannuation fund dues of the employees of the Transferor Company would be continued to be deposited in the existing provident fund, gratuity fund and superannuation fund respectively of the Transferor Company.
7 .3 Upon transfer of the aforesaid funds to the respective funds of the Transferee Company, the existing trusts created for such funds by the Transferor Company shall stand dissolved and no further act or deed shall be required to this effect. It is further clarified that the services of the employees of the Transferor Company will be treated as having been continuous, uninterrupted and taken into account for the purpose of the said fund or funds.
7.4 Without prejudice to the aforesaid, the Board of the Transferee Company, if it deems fit and subject to Applicable Laws, shall be entitled to retain separate trusts or funds within the Transferee Company for the erstwhile fund(s) of the Transferor Company.

8. LEGAL PROCEEDINGS

If any suit, cause of actions, appeal or other legal, quasi-judicial, arbitral or other administrative proceedings of whatever nature (hereinafter called the "Proceedings" for the purposes of this clause) by or against the Transferor Company is pending on the Effective Date, the same shall not abate, be discontinued or be in any way prejudicially affected by

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reason of the amalgamation or of anything contained in this Scheme, but the Proceedings may be continued, prosecuted and enforced by or against the Transferee Company in the same manner and to the same extent as it woulcl or might have been continued, prosecuted and enforced by or against the Transferor Company as if this Scheme had not been made. On and from the Effective Date, the Transferee Company may initiate any legal proceeding for and on behalf of the Transferor Company

9. TAXES/ DUTIES/ CESS ETC.

Upon the Scheme becoming effective, by operation of law pursuant to the order of the Tribunal:

9.1 The unutilized credits relating to excise duties, custom duties, sales tax, service tax, VAT, goods and services tax and any other tax as applicable which remain unutilised in the electronic ledger of the Transferor Company shall be transferred to the Transferee Company upon filing of requisite forms. Thereafter the unutilized credit so specified shall be credited to the electronic credit ledger of the Transferor Company and the input and capital goods shall be duly adjusted by the Transferee Company in its books of accounts.
9.2 Taxes of whatsoever nature including advance tax, self-assessment tax, regular assessment taxes, tax deducted at source, dividend distribution tax, minimum alternative tax, wealth tax, if any, paid by the Transferor Company shall be treated as paid by the Transferee Company and it shall be entitled to claim the credit, refund, adjustment for the same as may be applicable. Minimum alternative tax credit available to the Transferor Company under the Income-tax Act, 1961, if any, shall be available to the Transferee Company.
9.3 If the Transferor Companyis entitled to any benefits under incentive schemes and policies under Tax Laws, all such benefits under all such incentive schemes and policies shall stand vested in the Transferee Company.
9.4 The Transferee Company is expressly permitted to revise and file its income tax returns and other statutory returns, including tax deducted / collected at source returns, service tax returns, excise tax returns, sales tax/ VAT/ GST returns, as may be applicable and has expressly reserved the right to make such provision in its returns and to claim refunds, advance tax credits, credit of tax under Section llSJB of the Income-tax Act, 1961, credit of dividend distribution tax, credit of tax deducted at source, credit of foreign taxes paid/withheld, etc. if any, as may be required for the purposes of/consequent to implementation of the Scheme.
9.5 It is hereby clarified that in case of any refunds, benefits, incentives, grants, subsidies, etc., the Transferor Company, shall, if so required by the Transferee Company, issue notices in such form as the Transferee Company may deem fit and proper stating that pursuant to the Tribunal having sanctioned this Scheme under Sections 230 to 232 of the Act, the relevant refund, benefit, incentive, grant, subsidies, be paid or made good or held on account of the Transferee Company, as the Person entitled thereto, to the end and intent that the right of the Transferor Company, to recover or realise the same, stands transferred to the Transferee Company and that appropriate entries should be passed in their respective books to record the aforesaid changes.

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10. CONSIDERATION

10.1 Upon the Scheme coming into effect and in consideration of the amalgamation of the Transferor Company with the Transferee Company, the Transferee Company shall to Eligible Member as on the Record Date, issue and allot securities to such Eligible Member, in the following ratio:
10.1.1 10 (Ten) fully paid equity Share of INR 2(Indian Rupees Two) each of the Transferee Company for every 179 (One Hundred Seventy Nine) fully paid up equity shares of INR 10 (Indian Rupees ten) each of the Transferor Company held by the said Eligible Member;
10.2 The Securities issued to the members of the Transferor Company shall be fully-paid up and free of all liens, charges and Encumbrances, and shall be freely transferable in accordance with the articles of association of the Transferee Company.
10.3 The Securities issued to the members of the Transferor Company by the Transferee Company pursuant to this Clause 10 shall be issued in dematerialized form by the Transferee Company, unless otherwise notified in writing by the shareholders of the Transferor Company to the Transferee Company on or before such date as may be determined by the Board of Directors of the Transferor Company or a committee thereof. In the event that such notice has not been received by the Transferee Company in respect of any of the members of the Transferor Company, the securities shall be issued to such members in dematerialised form provided that the members of the Transferor Company shall be required to have an account with a depositary participant and shall be required to provide details thereof and such other confirmations as may be required. It is only thereupon that the Transferee Company shall issue and directly credit the dematerialized securities to the account of such member. In the event the Transferee Company has received notice from any member that Securities are to be issued in physical form or if any member has not provided the requisite details relating to his/her/its account with a depositary participant or other confirmations as may be required, then the Transferee Company shall issue Securities in physical form to such member.
10.4 In case any shareholder's holding in the Transferor Company is such that the shareholder becomes entitled to a fraction of a Security of the Transferee Company, the Transferee Company shall not issue any fractional Security to such shareholder but shall consolidate such fractions and issue consolidated Securities to a trustee nominated by the Transferee Company in that behalf, who shall sell such Securities at such price or prices and on such time or times as the trustee may in its sole discretion decide and upon such sale distribute the net sale proceeds (after deduction of applicable taxes and other expenses incurred) to the shareholders entitled to the same in proportion to their fractional entitlements. It is hereby clarified that any such consolidation of fractional Security further results into fractional Security(ies), the Transferee Company shall not issue any such fractional Security but shall round off the fraction to the next integer before issuing such consolidated Securities.
10.5 The Securities to be issued by the Transferee Company pursuant to this Clause 10 in respect of such of the equity shares of the Transferor Company which are held in abeyance under Section 126 of the Companies Act 2013 shall, pending allotment or settlement of dispute by order of Court or otherwise, also be kept in abeyance by the Transferee Company. In the event of any dispute in relation to the ownership of any equity shares of the Transferor Company, Transferee Company New Equity Shares shall b� issu�o and allotted in respect of

14 j 21

such shares (pursuant to this Clause 10), which shares (together with any fractional entitlements) shall be held in trust for and on behalf of the holder of the equity shares of the Transferor Company by the Transferee Company, pending settlement of dispute by order of Court or otherwise.

10.6 The Securities to be issued in lieu of the shares of the Transferor Companyheld in the unclaimed suspense account shall be issued to the unclaimed suspense account created for shareholders of the Transferee Company.
10.7 In the event of there being any pending share transfers, whether lodged or outstanding, of any shareholder of the Transferor Company, the Board of Directors of the Transferor Company shall be empowered in appropriate cases, prior to or even subsequent to the Record Date, to effectuate such a transfer in the Transferor Company as if such changes in registered holder were operative as on the Record Date, in order to remove any difficulties arising to the transferor of the share in the Transferee Company and in relation to the Securities issued by the Transferee Company after the effectiveness of the Scheme under this Clause 10. The Board of Directors of the Transferor Company shall be empowered to remove such difficulties as may arise in the course of implementation of this Scheme and registration of new members in the Transferee Company on account of difficultres faced in the transaction period.
10.8 The Securities issued and allotted by the Transferee Company in terms of this Scheme shall be subject to the provisions of the memorandum and articles of association of the Transferee Company. The Transferee Company New Equity Shares shall rank par-ipassu inter-se with the existing equity shares of the Transferee Companyin all respects including dividends declared, voting and other rights, as permissible under Applicable Law. The issue and allotment of Securities of the Transferee Company in terms of this Scheme shall be deemed to have been carried out as if the procedure laid down under Section 62 of the Companies Act, 2013 and any other applicable provisions of the Act have been complied with.
10.9 The Transferee Company shall, subject to Clause 18 of this Scheme and if necessary to the extent required, increase/ reclassify its authorized share capital to facilitate issue of Securities under this Scheme. It is clarified that the approval of the members of the Transferee Company to the Scheme shall be deemed to be their consent/ approval also to the alteration of the memorandum and articles of association of the Transferee Company as required under Sections 13, 14, 61 and 64 of the Companies Act, 2013 and other applicable provisions of the Companies Act 2013.
10.10 The new equity shares to be issued and allotted by the Transferee Company in terms of Cl�u.se 10.1.1. above shall be in compliance with the requirements of applicable regulations and will be listed and admitted to trading on the stock exchange(s) where the existing equity shares of the Transferee Company are listed. The Transferee Company shall enter into such arrangements and give such confirmations and/ or undertakings as may be necessary in accordance with applicable laws or regulations for complying with the formalities of the Stock Exchange(s). On such formalities being fulfilled, the Stock Exchange(s} shall list and/ or admit the New Equity shares for the purpose of trading.

10.11 Subject to the provisions of the scheme, the Equity Shares of the Transferee Company to be issued and allotted under the Scheme shall remain frozen in the depositories system until listing and trading permission is granted by the stock exchanges, . . .. . , . . ·.' , ... ... ..

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11. ACCOUNTING TREATMENT BY THE TRANSFEREE COMPANY IN RESPECT OF ASSETS AND LIABILITIES

The Amalgamation will be accounted in accordance with the "acquisition method" prescribed under the Indian Accounting Standard 103 (Business Combination) as notified under Section 133 of the Act, read together with Paragraph 3 of The Companies (Indian Accounting Standard) Rules, 2015.

GENERAL TERMS & CONDITIONS

12. DISSOLUTION OF THE TRANSFEROR COMPANY AND VALIDITY OF RESOLUTIONS

12.1 Upon the effectiveness of this Scheme, the Transferor Company shall be dissolved without winding up, and the Board and any committees thereof, if any, of the Transferor Company shall without ar-iy further act, instrument or deed be and stand discharged. The name of the Transferor Company shall be struck off from the records of the RoC and the Transferee Company shall make necessary filings in this regard.
12.2 Upon coming into effect of this Scheme, the resolutions, if any, of the Transferor Company which are valid and subsisting on the Effective Date, shall continue to be valid and subsisting and be considered as resolutions of the Transferee Company and if any such resolutions have any monetary limits approved under the provisions of the Act, or any other applicable statutory provisions, then the said limits shall be added to the limits, if any, under like resolutions passed by the Transferee Company and shall constitute the aggregate of the said limits in the Transferee Company.

13. BUSINESS AND PROPERTY IN TRUST AND CONDUCT OF BUSINESS FOR THE TRANSFEREE COMPANY

Unless otherwise stated herein below, with effect from the Appointed Date and up to and including the Effective Date:

13.1 The Transferor Company shall be deemed to have been carrying on and shall carry on its business and activities and shall be deemed to have held and stood possessed of and shall hold and stand possessed of all of the assets of the Transferor Company for and on account of, and in trust for the Transferee Company. Each of the Transferor Company hereby undertake to hold the said assets with utmost prudence until the Effective Date.
13.2 With effect from the date of the Board meeting of the Parties approving the Scheme and up to and including the Effective Date, each of the Parties shall preserve and carry on its business and activities with reasonable diligence, business prudence and in ordinary course consistent with past practices,
13.3 All the profits or income, taxes (including advance tax and tax deducted at source) or any costs, charges, expenditure accruing to the Transferor Company or expenditure or losses arising or incurred or suffered by the Transferor Company shall for all purpose be treated and be deemed to be and accrue as the profits, taxes, tax losses, MAT Credit, incomes, costs, charges, expenditure or losses of the Transferee Company, as the case may be.
13.4 With effect from the date of the Board meeting of the Transferee Company approving the Scheme and up to and including the Effective Date, :!l;te ;transferor Company shall not vary
�-

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the terms and conditions of employment of any of its employees, without the prior consent of the Transferee Company, except in the ordinary course of business or pursuant to any pre-existing obligation underta�en by the Transferor Company prior to the Appointed Date.

13.5 With effect from the date of the Board meeting of the Transferee Company approving the Scheme and up to and including the Effective Date, the Transferor Company shall not, without the prior written approval of the Board of Directors of the Transferee Company, make any change in its capital structure, whether by way of increase, decrease, reduction, re-classification, sub-division or consolidation, re-organisation, or in any other manner.
13.6 Notwithstanding anything stated in this Scheme, upon the Scheme becoming effective, and if required, the Transferee Company is authorized to execute all such deeds and documents, whatsoever, that may be required and/or ought to have been executed by the Transferor Company, as if the Transferor Company were in existence.
13.7 From the Effective Date, the Transferee Company shall carry on and shall be entitled to carry on the business of the Transferor Company

14. PROPERTY IN TRUST

14.1 Notwithstanding anything contained in this Scheme, until any property, asset, license, approval, permission, contract, agreement and rights and benefits arising therefrom pertaining to the Transferor Company are transferred, vested, recorded, effected and/ or perfected, in the records of the Appropriate Authority(ies), regulatory bodies or otherwise, in favour of the Transferee Company, the Transferee Company is deemed to be authorized to enjoy the property, asset or the rights and benefits arising from the license, approval, permission, contract or agreement as if it were the owner of the property or asset or as if it were the original party to the license, approval, permission, contract or agreement. It is clarified that till entry is made in the records of the Appropriate Authority(ies) and till such time as may be mutually agreed by Parties, the Transferor Company will continue to hold the property and / or the asset, license, permission, approval, contract or agreement and rights and benefits arising therefrom, as the case may be, in trust for and on behalf of the Transferee Company. It is further clarified that on the Effective Date, notwithstanding the Scheme being made effective, any asset/ liability identified as part of the Transferor Company pending transfer due to the pendency of any approval/ consent and/ or sanction shall be held in trust by the Transferor Companyfor the Transferee Company. Immediately upon receipt of such approval/ consent and/ or sanction such asset and/ or liability forming part of the Transferor Companyshall without any further act/ deed or consideration be transferred/ vested in the rransferee Company, with all such benefits, obligations and rights with effect from the Effective Date. All costs, payments and other liabilities that the Transferor Company shall be required to bearto give effect to this Clause 14 shall be borne solely by the Transferee Company and the Transferee Company shall reimburse and indemnify theTransferor Companyagainst all liabilities and obligations incurred by the Transferor Company in respect thereof.

15. COMBINATION AND INCREASE OF AUTHORISED CAPITAL

15.1 Upon the Scheme becoming effective, the authorised share capital of the and Transferor Companycumulatively amounting to INR 8,00,00,000(lndian RupeesEight Crores) will get amalgamated with that of the Transferee Company without payment of any additional fees, duties and Taxes as though the same have already been paid. The authorised share capital of the Transferee Company will automatically stand increased to that effect by simply filing the

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requisite forms with the RoC and no separate procedure or instrument or deed shall be required to be followed under the Act. The stamp duty and fees paid on the authorized capital of the Transferor Company shall be utilized and applied to the increased authorized share capital of the Transferee Company and there would be no requirement for any further payment of stamp duty and/or f e and/or Taxes by the Transferee Company for increase in the authorised share capital to that extent.

15.2 Consequent upon the Scheme be<;:oming effective and upon combination of authorised share capital of the Transferor Company with the Transferee Company, the authorised share capital of the Transferee Company shall be as under:

	Particulars INR Authorised Share capital 35,75,00,000 equity shares of INR 2each 71,50,00,000 30,00,000 'A' Class 9% Cumulative Redeemable Preference Shares of 3,00,00,000 INR lOeach 1,83,500 'B' Class 3% Cumulative Compulsory Convertible Preference 40,13,14,500 Shares of INR 2,187 each 35,00,000 'C' Class 3% Cumulative Redeemable Preference Shares of 3,50,00,000	INR 71,50,00,000 3,00,00,000 40,13,14,500
	INR lOeach 1,00,00,000 1% Non-Cumulative Fully Convertible Preference Shares of 10,00,00,000 INR lOeach Total 128,13,14,500

15.3 In view of the consolidation of authorized share capital of the Transferor Companywith the Transferee Company and subsequent increase of authorised share capital of the Transferee Company in terms of this Clause, the existing capital clause contained in the memorandum of association of the Transferee Company shall without any act, instrument or deed be and stand altered, modified and amended pursuant to Sections 13, 61 and 64 of the Act and Section 232 and other applicable provisions of the Act, as set out below:

Memorandum of Association

"V. The Authorised Share Capital of the Company isRs. 128,13,14,500 consisting of Rs. 71,50,00,0 0 /- Equity Share Capital divided into 35,75,00,000 equity shares of Rs. 2/ each, Rs. 3,00,00,000 'A' Class 8% Cumulative Redeemable Preference Shares Capital divided into 30,00,000 �[, ] Class 9% Cumulative Redeemable Preference Shares of Rs. 10/- each, Rs. 40,13,14,500 'B' Class 3% Cumulative Compulsory Convertible Preference Shares Capital divided into 1,83,500 'B' Class 3% Cumulative Compulsory Convertible Preference Shores of Rs. 2,187 /- each, RS. 3,50,00,000 'C' Class 3% Cumulative Redeemable Preference Shares Capital divided into 35,00,000 'C' Class 3% Cumulative Redeemable P r efe ence Shares of Rs. 10/- each, Rs. 10,00,00,000 1% Non-Cumulative Fully Convertible Preference Shares Capital divided into 1,00,00,000 1% Non-Cumulative Fully Convertible Preference Shares of Rs. 10/- each."
15.4 It is clarified that the approval of the members of the Transferee Company to the Scheme shall be deemed to be their consent / approval also to the alteration of the memorandum of association of the Transferee Company and the Transferee Company shall not be required to seek separate consent / approval of its shareholders for the alteration of the memorandum of association of the Transferee Company as required under Sections 13, 61 and 64 of the Act and other applicable provisions of the Act.

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16. APPLICATIONS/ PETITIONS TO THE TRIBUNAL

16.1 The Parties shall dispatch, make and file all applications and petitions under Sections 230 to 232 and other applicable provisions of the Act before the Tribunal, under whose jurisdiction, the registered offices of the respective Parties are situated, for sanction of this Scheme under the provisions of Applicable Law, and shall apply for such approvals as may be required under Applicable Law and for dissolution of the Transferor Companywithout being wound up.
16.2 The Parties shall be entitled, pending the sanction of the Scheme, to apply to any Appropriate Authority, if required, under any Applicable law for such consents and approvals which the, Transferee Company may require to own the assets and/ or liabilities of the Transferor Company,;rnd to carry on the business of the Transferor Company

17. MODIFICATION OR AMENDMENTS TO THIS SCHEME

17 .1 On behalf of each of the Parties, the Board of the respective companies acting themselves or through authorized persons, may consent jointly but not individually, on behalf of all persons concerned, to any modifications or amendments of this Scheme at any time and for any reason whatsoever, or to any conditions or limitations that the Tribunal or any other Appropriate Authority may deem fit to direct or impose or which may otherwise be considered necessary, desirable or appropriate by all of them (i.e. the Boards of the Parties} and solve all difficulties that may arise for carrying out this Scheme and do allacts, deeds and things necessary for putting this Scheme into effect.
17.2 For the purpose of giving effect to this Scheme or to any modification thereof the Boards of the Parties acting themselves or through authorized persons may jointly but not individually, give and are jointly authorised to give such directions including directions for settling any question of doubt or difficulty that may arise and such determination or directions, as the case may be, shall be binding on all parties, in the same manner as if the same were specifically incorporated in this Scheme.

18. CONDITIONS PRECEDENT

18.1 Unless otherwise decided (or waived) by the relevant Parties, the Scheme is conditional upon and subject to the following conditions precedent:
18.1.1 obtaining no-objection/ observation letter from the Stock Exchanges in relation to the Scheme under Regulation 37 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 4015;
18.1.2 approval of the Scheme by the requisite majority of each class of shareholders of the Parties and such other classes of persons of the said Companies, if any, as applicable or as may be required under the Act and as may be directed by the Tribunal;
18.1.3 the Parties, as the case may be, complying with other provisions of the SEBI Circular, including seeking approval of the shareholders of the Transferee Company through e-voting,. The Scheme shall be acted upon only if the votes cast by the public shareholders in favour of the proposal are more than the number of votes cast by the public shareholders, of the Transferee Company against it as required under the SEBI Circular. The term 'public' shall carry the same meaning as defined under Rule 2 of Securities Contracts (Regulation) Rules, i957; , • ;: Tr.,� " ·.i ._[�-.. ��] .,

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18.1.4 the sanctions and orders of the Tribunals, under Sections 230 to 232 of the Act for approving the Scheme, being obtained by the Parties;
1$.1.5 certified/ authenticated copies of the orders of the Tribunal, sanctioning the Scheme, being filed with the Roe by all the Parties; and
18.1.6 the requisite consent, approval or permission of the Appropriate Authority or any other Person, which by Applicable law or contract, agreement, may be necessary for the effective transfer of business and/or implementation of the relevant parts of the Scheme.
18.2 Without prejudice to Clause 18.1 and subject to satisfaction or waiver of conditions mentioned in Clause 18.1 above, the Scheme shall be made effective in the order as contemplated below:
18.2.1 Part II of the Scheme shall be made effective subject to the satisfaction or waiver of conditions mentioned in Clause 18.lby the Boards of the Transferor Company, and the Transferee Company; and
18.3 It is hereby clarified that submission of this Scheme to the Tribunals and to the Appropriate Authorities for their respective approvals is without prejudice to all rights, interests, titles or defences that the Parties may have under or pursuant to all Applicable laws.
18.4 On the approval of this Scheme by the shareholders of the Parties and such other classes of Persons of the said companies, if any, pursuant to Clause 18.1, such shareholders and classes of Persons shall also be deemed to have resolved and accorded all relevant consents under the Act or otherwise to the same extent applicable in relation to the Part llset out in this Scheme, related matters and this Scheme itself.

PART Ill GENERAL TERMS AND CONDITIONS

19. EFFECT OF NON-RECEIPT OF APPROVALS AND MATTERS RELATING TO REVOCATION/ WITHDRAWAL OF THIS SCHEME

19.1 Partiesacting jointly through their respective Boards shall each be at liberty to withdraw from this Scheme.
19.2 Partiesacting through their respective Boards shall each be at liberty to withdraw from this Scheme in case any of Parties is declared insolvent.
19.3 In the event of any of the said sanctions and approvals not being obtained and/or the Scheme not being sanctioned by the Tribunal, and/or the order or orders not being passedas aforesaid on or before 18 months from the date of approval of the Scheme by the Boards of the Parties or within such period as may be mutually agreed upon, between the Parties through their respective Boards or their authorised representative, this Scheme shall become null and void and each Party shall bear arn;I pay its respective costs, charges and expenses for and/ or in connection with this Scheme.
19.4 In the event of revocation/ withdrawal under Clause 19.1 or above, no rights and liabilities whatsoever shall accrue to or be incurred inter se the Parties or their respective shareholders or creditors or employees or any other Person, save and except in respect of any act or deed done prior thereto as is contemplated h��e:und�r or as to any right, liability

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or obligation which has arisen or accrued pursuant thereto and which shall be governed and be preserved or worked out as is specifically provided in the Scheme or in accordance with the Applicable Law and in such case, each Party shall bear its own costs, unless otherwise mutually agreed.

19.5 If any part of this Scheme is found to be unworkable for any reason whatsoever, the same shall not, subject to the decision of the Partiesthrough their respective Boards, affect the validity or implementation of the other parts and/ or provisions of this Scheme.

20. COSTS AND TAXES

20.1 Parties have agreed to bear the costs, charges and expenses (including, but not limited to, any taxes and duties, registration charges, etc.) in relation to carrying out, implementing and completing the terms and provisions of this Scheme and/ or incidental to the completion of this Scheme in the following manner:
20.1.1 the Transferee Company shall bear the stamp duty costs in connection with Part ti of the Scheme,inter se as agreed amongst themselves;
20.1.2 all other costs, charges and expenses (including, but not limited to, any taxes and duties, registration charges, etc.) in relation to carrying out, implementing and completing the terms and provisions of this Scheme and/ or incidental to the completion of this Scheme shall be borne by the respective Parties.

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Annexure II A

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Annexure II B

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Annexure II C

NATIONAL COMPANY LAW APPELLATE TRIBUNAL PRINCIPAL BENCH, NEW DELHI

COMPANY APPEAL (AT) NO. 134 of 2021

[Arising out of Order dated 20.10.2021 passed by National Company Law - - Tribunal, New Delhi Bench (Court II), in IA No. 22 of 2021 in C.A. (CAA) 66/ND/2021]

IN THE MATTER OF:

Minda I Connect Pvt. Ltd. B-64/1, Wazirpur Industrial Area, New Delhi – 110052 CINU35900DL2014PTC272202 Through its Authorized Representative Mr. Tarun Kumar Srivastava

...Appellant No. 1

With

Minda Industries Limited B-64/1, Wazirpur Industrial Area, New Delhi – 110052 CINL74899DL1992PLC050333 Through its Authorized Representative Mr. Tarun Kumar Srivastava

…Appellant No. 2

For Appellants: Mr. P Nagesh, Sr. Advocate with Mr. Rahul Kripalani, Mr. Akshay Sharma & Ms. Rea Bhalla, Advocates.

WITH

COMPANY APPEAL (AT) NO. 135 of 2021

[Arising out of Order dated 31.08.2021 passed by National Company Law - - Tribunal, New Delhi Bench (Court II), in C.A. (CAA) 66/ND/2021]

IN THE MATTER OF:

Minda I Connect Pvt. Ltd. B-64/1, Wazirpur Industrial Area, New Delhi – 110052 CINU35900DL2014PTC272202 Through its Authorized Representative Mr. Tarun Kumar Srivastava

...Appellant No. 1

With

Minda Industries Limited B-64/1, Wazirpur Industrial Area, New Delhi – 110052 CINL74899DL1992PLC050333

Through its Authorized Representative Mr. Tarun Kumar Srivastava

…Appellant No. 2

For Appellants:

Mr. P Nagesh, Sr. Advocate with Mr. Rahul Kripalani, Mr. Akshay Sharma & Ms. Rea Bhalla, Advocates.

J U D G E M E N T

[Per: Shreesha Merla, Member (T)]

Aggrieved by the Order in C.A.(CAA)-66/ND/2021 dated 31.08.2021 passed by NCLT (National Company Law Tribunal, New Delhi Bench, CourtII), the Appellants namely Minda I Connect Pvt. Ltd. and Minda Industries Limited , preferred this Appeal under Section 421 of the Companies Act, 2013. There are no Respondents in these Appeals.
On 02.06.2021, an Application under Section 230-232 of the Companies Act, 2013 (hereinafter referred to as the ‘Act’) was filed for seeking exemptions from and/or seeking directions for convening/holding of the meetings of Shareholders and/or Creditors of the Appellant 1/Company and Appellant 2/Company (hereinafter collectively referred to as ‘the Appellants Company’), to consider and approve the Scheme of Amalgamation.
On 31.08.2021, NCLT dispensed with the meetings of Shareholders, Secured Creditors and Unsecured Creditors of the Appellants Company, however directed that at least 440 Shareholders and at least 50 Unsecured Creditors of the Second Appellant Company were required to conduct the respective meetings which would approve the Scheme of Amalgamation.
By the Impugned Order, NCLT has observed as follows:

“15. That further, the Transferee Company viz., Minda Industries Limited has sought relief with regard to convening of the meetings of Shareholders and Unsecured Creditors.

Company Appeal (AT) No. 135 & 134 of 2021

i. The Applicant/Transferee Company viz., Minda Industries Limited has 44,001 Equity Shareholders. The Shareholding Pattern of the Transferee Company is placed at Annexure A-12 of the Application. The meeting of the Equity Shareholders is scheduled to be held on 20.10.2021 at 10:30 a.m. via Video Conferencing at 3, August Kranti Marg, New Delhi 110016. Publication of the notice of the proposed meeting will be made in the “Business Standard” (English, Delhi Edition) and “Jansatta" (Hindi, Delhi Edition). The notices in this regard shall be sent by Courier or Registered Post or Speed Post and Email, addressed to each of the shareholders of the Transferee Company at the last known address and their email addresses as per its records. The notice shall be issued with clear 30 days prior to the date of the meeting. The Quorum for the meeting is fixed at 4,400 Shareholders. If the quorum is not complete at the time of the meeting, it shall adjourn the meeting by 30 minutes, and the members present after 30 minutes but not less than 440 shall be deemed to constitute the quorum for the said meeting. The meeting will be chaired by Mr. Santosh Kumar Sahewala (IBBI Registration No. IBBI/IPA001/IPP00797/2017-18/11364 Email: [email protected]) or in his absence by Ms. Santosh Goel (IBBI Registration No. IBBI/IPA001/1P-P00823/2017-18/11399, Email Id: [email protected]; and Mr. Roshan Lal Jain (IBBI Registration No. IBBI/IPA-001/IPP00966/2017-18/11537 Email Id: [email protected]) is appointed as Scrutinizer. The Chairman's Report shall be filed before this Tribunal within 7 days from the conclusion of this meeting.

ii. That it has been submitted that the Transferee Company has 2228 Unsecured Creditors. The list of Unsecured Creditors by an independent Chartered Accountant has been placed at Annexure A-14 of the Application. The

Company Appeal (AT) No. 135 & 134 of 2021

meeting of the Secured Creditors is scheduled to be held on 20.10.2021, at 12:30 through video conferencing. Publication of the notice of the proposed meeting will be made in the "Business Standard” (English, Delhi Edition) and "Jansatta" (Hindi, Delhi Edition). The notices in this regard shall be sent by Courier or Registered Post or Speed Post or email, addressed to each of the creditor of the Transferee Company, at their last known address or email addresses as per its records. The notice shall be issued with clear 30 days prior to the date of the meeting. The Quorum for the meeting is fixed at 222 unsecured creditors. If the quorum is not complete at the time of the meeting, it shall adjourn the meeting by 30 minutes, and the creditors present but not less than 50 Creditors after 30 minutes shall be deemed to constitute the quorum for the said meeting. The meeting will be chaired by Mr. Santosh Kumar Sahewala (IBBI Registration No. IBBI/IPA-001/1P-P00797/2017-18/11364

Email: [email protected]) or in his absence by Ms. Santosh Goel (IBBI Registration No. IBBI/IPA001/1P-P00823/2017-18/11399, Email id, [email protected]) and Mr. Roshan Lal Jain (IBBI Registration No. IBBI/IPA-001/1PP00966/2017-18/11587 Email Id: [email protected]) is appointed as Scrutinizer. The Chairman's Report shall be filed before this Tribunal within 7 days from the conclusion of this meeting.

iii. The Chairman's Report shall be filed before this Tribunal within 7 days from the conclusion of this meeting.”

(Emphasis Supplied)

Learned Counsel for the Appellant Companies submitted that NCLT went beyond the provisions of Section 103(3) of the Act by directing that at least 440 shareholders shall constitute the Quorum in case of Shareholders Meeting and at least 50 Unsecured Creditors shall constitute the Quorum in

Company Appeal (AT) No. 135 & 134 of 2021

case of Unsecured Creditors Meeting. It is the case of the Appellants that Section 230(6) of the Act provides for a majority of persons representing 3/4 in value of the Creditors or Shareholders, as the case may be, voting is required to ratify in comprise or arrangements. It is also submitted that Section 230(6) of the Act does not determinate the number of Equity Shareholders or the number of Unsecured Creditors who should constitute a ‘Quorum’. Learned Counsel argued that consent for the Scheme of Amalgamation and participating in the Meeting are two separate things and participation of less than 440 equity shareholders or 50 Unsecured Creditors in the adjourned Virtual Meeting cannot be deemed to constitute a lack of consent of Shareholders or Creditors for the Amalgamation. The number of Creditors present at the meeting can always give consent and approval of the Scheme of Amalgamation and if the approval satisfies the conditions of Section 230(6) of the Act, it is sufficient compliance of the provisions of the Companies Act, 2013. It was also strenuously argued that NCLT failed to appreciate that a determinate number of Equity Shareholders/Unsecured Creditors is not required to constitute a Quorum of Virtual Meeting of Equity Shareholders/Unsecured Creditors for the purpose of Amalgamation of two companies under Section 230-232 of the Act.

For proper adjudication of the matter, we find it relevant at this juncture to reproduce Section 103 of the Act which reads as follows:

“103. Quorum for meetings. –

(1) Unless the articles of the company provide for a larger number, -

(a) in case of a public company, -

Company Appeal (AT) No. 135 & 134 of 2021

(i) five members personally present if the number of members as on the date of meeting is not more than one thousand;

(ii) fifteen members personally present if the number of members as on the date of meeting is more than one thousand but up to five thousand;

(iii) thirty members personally present if the number of members as on the date of the meeting exceeds five thousand;

(b) in the case of a private company, two members personally present, shall be the quorum for a meeting of the company.

(2) If the quorum is not present within half-an-hour from the time appointed for holding a meeting of the company -

(a) the meeting shall stand adjourned to the same day in the next week at the same time and place, or to such other date and such other time and place as the Board may determine; or

(b) the meeting, if called by requisitionists under section 100, shall stand cancelled:

Provided that in case of an adjourned meeting or of a change of day, time or place of meeting under clause (a), the company shall give not less than three days notice to the members either individually or by publishing an advertisement in the newspapers (one in English and one in vernacular language) which is in circulation at the place where the registered office of the company is situated.

(3) If at the adjourned meeting also, a quorum is not present within half-an-hour from the time appointed for holding meeting, the members present shall be the quorum.”

(Emphasis Supplied)

Company Appeal (AT) No. 135 & 134 of 2021

From the aforenoted Section, it is clear that 103(3) provides for ‘if the adjourned meeting does not have required the Quorum, within half an hour from the time appointed for holding the meeting, the members present shall be the Quorum’.

A perusal of Paragraph 15 of the Impugned Order does not anywhere specify under which provision the number 440 Shareholders and 50 Unsecured Creditors respectively was decided to determine the Quorum. This 10% of the Shareholders determined by NCLT, to constitute the Quorum, is not provided for under Section 230-232 of the Act or under the Companies (Compromises, Arrangements and Amalgamation), Rules, 2016. In the absence of such specification, specified number of shareholders or specified number of unsecured creditors cannot be mandated to constitute a revised Quorum. We also find force in the contention of the Learned Counsel for the Appellants Company specially, keeping in view the provisions of Section 230232 of the Act and the Rules thereof, that voting on the Scheme of Amalgamation can happen either in the Virtual Meeting or by Postal Ballet or by E-Voting and therefore the number of Shareholders or Creditors present at the Virtual Meeting is not determinative of their consent or lack thereof. The number of Creditors present at the meeting can always give consent and approval of the Scheme of Amalgamation and if the approvals satisfies the conditions of Section 230 (6) of the Act, if is sufficient compliance of the provisions of Companies Act, 2013. The three-fourths majority required for the purpose of amalgamation of two companies would come in via e-voting because the Transferee Company is a listed company and has to mandatorily provide e-voting facility to all its shareholders in terms of Regulation 44 of

Company Appeal (AT) No. 135 & 134 of 2021

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Regulation 44 to the extent it is relevant, reads as follows:

“(1) The listed entity shall provide the facility of remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions.

(2) The e-voting facility to be provided to shareholders in terms of sub-regulation (1), shall be provided in compliance with the conditions specified under the Companies (Management and Administration), Rules, 2014, or amendments made thereto.

(3) The listed entity shall submit to the stock exchange, within two working days of conclusion of its General Meeting, details regarding the voting results in the format specified by the Board.”

Having regard to the fact that the Scheme of Amalgamation is already approved with most of the stakeholders assenting, with Equity Shareholders representing 100% in number and 100% in value of Appellant 1/Company who had given their consent on affidavit; the Secured Creditors of Appellant 1/Company representing 100% in number and 100% in value have given their consent and no objection to the Scheme in Affidavit, the Appellant Companies had sought for direction to dispense with the meeting before the NCLT. The direction in the Impugned Order with respect to fixing of the Quorum by 10 % of Shareholders i.e. 440 and minimum of 50 Unsecured Creditors is hereby set aside. The meetings may be conducted within 8 weeks from the date of this Order.
This Appeal i.e. Company Appeal (AT) No. 135 is allowed with all the aforenoted directions.

Company Appeal (AT) No. 135 & 134 of 2021

Company Appeal (AT) No. 134 of 2021 has been preferred against the Impugned Order dated 20.10.2021 in IA-22/2021 in C.A. (CAA)-66/ND/2021 passed by NCLT, New Delhi Bench (Court-II), seeking rectification/modification of the Order dated 31.08.2021.
For reasons mentioned in Company Appeal (AT) No. 135 of 2021, this Appeal i.e. Company Appeal (AT) No. 134 of 2021 is dismissed as infructuous.

[Justice Anant Bijay Singh] Member (Judicial)

[Ms. Shreesha Merla] Member (Technical)

New Delhi

23[rd] December, 2021

Basant

Company Appeal (AT) No. 135 & 134 of 2021

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Annexure III A

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Annexure III B

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Annexure IV A

AJ H &CO CHARTERED ACCOUNT ANTS

Gurgaou: #125, Spaze I-tech Park Tower 83, Sec 49. Sohna Road T: 91-124-4115084

Review Report to the Board of Directors of Minda I Connect Private Limited

We have reviewed the accompanying statement of unaudited financial results ofM/s Minda I Connect Private Limited for the half year ended on 30 September 2021. This statement is the responsibility of the Company's Management and has been approved by the Board of Directors at their meeting. Our responsibility is to issue a report on these financial statements 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", issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the financial statements are free of material misstatement. A review is limited primarily to inquiries of company personnel and analytical procedures applied to financial data and thus provide less assurance than an audit. We have not performed an audit and accordingly, we do not express an audit opinion.

Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying statement of unaudited financial results have not been prepared in accordance with applicable accounting standards and other recognized accounting practices.

For AJH &CO. Partner Membership

Place: Gurugram Date: December 7, 2021 UDIN: 21084096AAAAGQ2440

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-•--1-Umiled
C1N :UJ�0UFTCV'll02
llllanc.e Sheet as a1 50 Sop, 2021
(INA 000. Un-Oth sia-
l'wtladars "'' Mat "-At
!11).
i,u,ETS
1 Mon--cw,e.nt a,,e1,
(a) Pt�lf. plimr ond P'lllipmelll J 5,'6,.61 9.1)43.51
(b) upll•I wort� p,oa,.,, l
(<) lrrt ntlblo ass.ttS 4 473.53 Sll.27
(d) ►tnanclal assets.
OJ Othef non current f#1a:1&11 u�KS s 1,117.16 1-"6.Sl
Dole1nd tu mob {nl'I! ' USJ,l U!o.u
Total nor1- nent asNtJ l,nt.a 1U41.40
(oJ C&Ul'tntHHU ..... nlorits 7 . l,5-4S.IS 2,800.42
(II) !wnclllmets
(;) Tndo .-.:ffilblts - 73,321.41 11WOb.W
(QI C,1111 .uaJ CA�h •Liuiv41hmb 9 5,517.41 52.Gl' ■
. 3U3
ll•J Other Flnanclol AsJet 11 S!lt.12 978.72
(c:J C. rtnt T•• As et (NOi) 12 7,lOL71
Id! Otl,e, currc.f'!t a.nets 13 10.147.6 1.690.ll
Total currant 1.1 1t1 101,751.57 HU7',77
Totohssoa llO.SIS..ZO 204,5'.25 17
J f(lUflY ANDUAIIUTIES
Equity
Equity ihare caplul 14A 71,171.41 73,378.41
Oth.,. oqul\y 141 (221.096.641 [203,554.1 )
To .. leqwlty (117.711.23 ( lJ0.115.A(II
l11bl dos
• Non-ta.bllldo,
l•l Atlf!Ctal labllitJes
Ol8orT-"'ls 15 59,661.01 IU(bl PN>Yklon:s 16 4ts.39 LOJ2.AO
Toto) nan-cL1<Tent lloWlltles 70.157.AO '1,t75.n
5 c.m.tllabl�
(el FNoc.alRabll es
(iJ lo<r0¥rin1• 11 19.531.91 29.385.14
IUI Trade payables 18
Al ToQJ outrun<ltlf; c,f m1tro tntt111<ises �d
.....a enurprka, a:td
I) Tot.I ouutandlnc dues of eted•tors other
th.an mlua and ,mall ent·e,pr&Ms 123.313.49 203.9S4,73
(hr) Othttfo1ncl1I UlbllitV 19 S,619.90 9,7Sua
Othwturrett &.bllUH lll n,JM.s, ll,232.()4
lbl "'""""'"' Zl 15651
Tc,tal tqulty ond llablllda ToUl....,_llabl il 110,IQ.JG ZIU2UO 204�11
M tetmJ of nu, r1:pon att.Khed
Fouad •• b,hlr or tao Boord of Dlroct■n or
M<odo I COMltCI Privata Umit..i
Aru.KtafUrAt"Of"I
Whole l.i.mc Director
DIN: 09191116
"• . . �
01te : Oecember 7 1 2021
UDIM t 210S4Q<l6MA�GQ14�0.
I ll-M..-21
(eJ
111 ) u,an, 10
ll6.ll
1,121.31
l.U,IIM.02
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Mift.da t connect Private Umite.d
C1N ,U3S90ClOU014PTC172202
Sto..,n1entof Profitond l.o.sfortlte period.,,.dcdlO.lcp, 2021
(l [f,l] [ Giil. Unl0$$ OlhetWl .. ita] [<ill ] ,.,.. OOG. llnl ... Otlt•"'<!M SWtdJ
P•rth:ul•'l" Notes Yarend•d Year el'MStd
30-Sep-21 "1--Ma,..u
Income:
I Revenut from operations 22 143,017.SS 246,791.41
II Othtr lncoma � 3,602.48 2,253,l:1
Ill Total Income( l+IIJ 14',620.07 ZA9,05o'.52
Ill &pe..-
<•J P\1 \JloO�urst1l,�-i1,-T••J• 24 12$17�.10 171,!U.ll
(b) Ch•n,e in Inventory af Stock•in-Tnide 2S IJ,19722) 23,518.94
(c) Emp)O'/te benrfit upenso, 26 11,457.6' 31,666.?I
(di F1n1nco cert, n ,,,1.,� l,S16.Pl
{e) O�etilCfon 1nd amOftllatlgn 28 l,03-US 5,128.43
In O.ther e,�ses 29 Z4,n7.33 36,165.scl
Total expenses 161,161.S� 282577.22
V Profit for theyHt befor• , .. , Ill-IV) (17,54L83) (!!,522.70)
VI t .. experue
.
Current ll:it
To •djustmt:nt 111::1rlier yurs
Oo!orred tax c!lar1e / (creditJ .
Total TH Eapensa - -
VII Profit forth• year after tn (V-Vll (17,54LHJ IU,m.70)
VIII Other compre:henstve Income for the yo, 30
Items that ., u nat be ,u1,S0<1...,Hv redmflm to profit"' lou . 587.61
-llo-musuremrnt gain,/ (los,,s) on deijned benefit plan, . 357.68
-Income. ta1te.Kecton Rt-rntisur■mentgalns/ (lonesJ on daftned b■"•flt plans . .
IX Total com..,..tn<ive ln<Oine for the ye,r(Vll<-VlUJ (17,541.83 133,135.0Zj
Earnl,.s per eQUity share
X [no.min- vitlue of SNf'"e 'I 10 tf>t'cvious year� 10)]
llaJic aQd Oiluted 31 (Z.40) (4.54)
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In t.trms of our report attached
Fot and Gn bcbalf ar the Board. of Dir-ecton of
Mlncla lca,u,i)f><W•leUrrited
An.it Kwa .r A1ora
}.-'-�
Mol«timeDnd-oe
OIH:09:?91 56
Place: G11<ucrom
UDIN: ll084-0Q6MAAGQ.24't0 Date. : oec:embar 7. 2021.
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Minda I connect Pri11ate Limited Notes to financial statements for the period ended 30 Sep, 2021

3 Property, plant and equipment, Right of Use As ts and capital work In procress

a) Property, plant and equipment (net}

The details of property, plant and equipment (net) :

Particulars	Asat 30Sep,2021	Asat 31 M-1rch, 2021
Furniture and fixtures Office Equipments	33.26 573.71	40.14 1,145.25
Rental Devices	5,930.21	6,999.79
Computers	432,44	858.33
Total	6,969,61	9,043.51

b) Right-of-use assets

Particulars	BuUdlnas
Gross Carrying Amount
Balance as of 1 April, 2021	4,638.74
Reclassified on account of adoption of IndAS 116	.
Additions during the year	-
Deductions/ Adjustments	.
Balance as at 30 Sep zoz1	4,638.74
Accumulated depreciation	.
Balance as at 1 April, 2021	4,638.74
Reclassified on account of adoption of Ind AS 116
Depreciation for the year	.
Balance as at 31 March 2021	- 4,638.74
Net carrying amount As ilt 31 March, 2021	.
As at 30 sep, 2021	.

c) Capital work in progress

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The details of capital work In progress:
Partlc;ulats Asat AS at
31 Marcfl, 1021 31 March, 2020
Capital work in _progress . -
Total ,,. - �· .. -
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Minda I co11n1ct Prh,a.te Umtted Notes to financial ,tattmr.nts to,the period eodcd 30 Stp, ZOU

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3 rrope(ty, pant Mld equipment ■net apl� wo,t.ln--progras
hrtkulus Office Equipmtf'll Computers � [11 ] Furnl1Ure and fbnure Total
Dr.tlces•
,....,. ltl AatH la?O 4,na.79 7n.a3.34 11.9'9.DI 57.75 ?3798.1 6
� . . 2213..49 . 2.213-49
Dedueli=<I Adlustm,nls 445.00 . .. 44S:OO
llillncut 31 Maren. ZOU 4,273.79 7.04!1.34 14,112.57 57.75 25,567...S
Aitis . .
Doduction,/ Ad)<lstments 76..40 452 lH4 . 95.'6
111a,,eut�Sieo, zoz1 4, [1] 97.40 7,031.112 u,...,.as ,. 57.75 25.471.79
AcNntwited fD�
Balance ot l April 2020 1 SA0.07 5.4$0.64 S.330.68 15.60 B.376.9
n-recJatlon for thit va 863.8 73.99 1.852.10 U.00 3,462.77
Dis� 315.21 0.61 ll5.8Z
hlim♦ at S1 Mardi. 2021 3,128.54 6,US.01 7,182.78 27"1' 16,523.94
OllDre<ilo for th• vear 495.lS 421.37 1.061.81 6.88 1985.21
DiJpO,.t,/ 4,rn..-..nt . . &.97 . 6.97
Bol.lncut305t"20Zl 6,606.38 1,257.52. 34.49 1"""2.18
c aronts (nd)
At ll M ZOU l.145.ZS ISl.33, 6.999.79 40.l.4 ,.ot
AtlD" 2021 573.71 412.44 s.no.21 'Ji.26 6,96 .61
3,623.69
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Minda I connect Private Limited Notes to financial statements for the period ended 30 Sep, 2021

Intangible assets
	Intangible	Assets
Particulars	Computer Software	Total
Cost or deemed cost at 1 April 2020	888.05	888.05
Additions	-	-
Balance at 31 March, 2021	888.05	888.05
Additions	-	-
Balance at 31 March, 2021	888.05	888.05
Accumulated amortisation at 1 April 2020	-.245.37	24S.37
Amortisation for the year	119.42	119.42
Balance at 31 March, 2021	364.79	364.79
Amortisation for the year	49.63	49.63
Balance at 30 Sep, 2021	414.42	414.42
carrying amount (net)
At 31 March, 2021	523.27	523.27
At 30 Sep 2021	473.63	473.63

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Minda t C()nnect Private limited N0teNo.14 Slatement of changes in equity

A Equity Sbare Capital

Particulars AlnOUnl Balance u at 1st April 2020 73,378.41 o,��• In capital ouri�R 2020-21 - Balance H al 31 Man:lt. 2021 73,378.41 . Oic1n«:e In Capital Out1 2021•2.2 Bal1nce u at 3D Sep, 2021 73,378.41

Other Equity


Partkulars AS at 1st Aoril 202D Profit for the Year Other Comprehensive Income (net of ta�) Total Compr•h•n<lve Income Sti:llrity Premium 88,165.40 .. Share Appllcatlon Money Retained Earnln1$ Pending aHotment . 12S8,S8S.191 . (33,522.10) 387.68 (33,135.02) Total (170,419,791 (33,522.70) 387.68 (33,135,021
AS at 31 M,m:h, 2021 Profit for the Year Othe< Comprehensive ln<ome (net of ta.) Total Comprohen,lve income "5 at 30 Sep, 2D21 88,165.40 . 88,165.40 . l�l,720,21) - {17,541.83) . (17,541.83) . (309,262.031 l203.SS4.81) (l7.S4L83) (17,541.83) (221.1)96-64

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In terms of our report atta<hed
Foraod oo b<:ln1lfof lheJloard of Di<ccto..s or
Minda I connect Private Unite<!
"i•v Jain A.run Kucoar Arora
Partner M \"hol• time O(r«:<or
DIN: 09298156
Place : Gurugram
Date : December 7, 2021
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,.r

Minda I connect Pflvar:e Urmted Notes fannln1 part of Iha finantial statements

22 Rev ue from contracts with customers Revenue t'rom openUons Sale of Products-Traded Goods Sale of services 23 Other In.come Interest Income - On II d depo£its -Others Interest on TDS Refund Suslness Awclllary Income Debtors Excess Provision Writ:ter, Back Profit on sale of fixed ASSets �ss Provision wMtten baclt Leave Encashment Excess Provlsion Wr�n Back

24 Purchase of Stod<-in-Trade Traded Goods

25 Chance In Inventory of Stock-In-Trade Openlna lnventofles(A) -Traded Goods Closing lnventories(B) -Traded Goods Olanp 1n lmlentorv(A•B)

(INR 000,	Unless Otherwise Stated)
For the period ended 30-5!P:tl	For the ,,_r endad ll•Mat-21
124,482.52 18,535.06 lAl,017..58	196,0S9.74 S0,'731.67

For the p1rlod ended JO.Sep-ll	For the p1rlod ended JO.Sep-ll	for th• yv;ir ended U-Mar-21
20.50		48,03
		192.60
2,427.45 335.18 819,35	°	369.80 620.21
		1,032.48
		2,263.ll

For the period tnded ,oc,ep..u	For tM �• anded 31·Molr-1i
llS,175.lO	<177,513.'1 171,513.11
FOt tM period � �U	For tfle yurended 31--Mar•U
14,097.94	37,614.90
11.295.16/ 13,191.2.Z1 '	.,, 14..097.94 Ii 23,516.96

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Minda I Connect Private Limited Notes fonning part of the financial statements for the period ended 30 Sep 2021

J. Corporate information & Basis of preparation

{[i] ) Corporate information

The Company was incorporated as Minda 1 Connect Private Limited on 30th September, 2014, to carry on the busines of development of software, hardware and designing, programming in automotive mobility and infonnation technology segment, automation providing products and solutions.

The accompanying financial statements reflect the results ofrhe activities undertaken by the Company during the financial year ended on Sep 30th, 2021.

(ii) Basis of preparation

A. Statement of compliance

These financial statements have been prepared in accordance with lndian Accounting Stand[a] rds (Ind AS) as per the Companies (lndian Accounting Standards)Rules, 2015 notified under Section 133 of Companies Act, 2013, (the • Act') and other relevant provisions of the Act (as amended time to time).

The financial statements up to and for the period ended 30 September 202 l were prepared in accordance with the Companies (Ac ounting Standar s) Rules, 2006, notified under Section 133 of the Act and other relevant provisions ofthe Act.

As these are the Company's first financial statements prepared in accordance wnh Indian Accounting Standards (Jnd AS), lndAS 101, First-time Adoption oflndian Accounting Standards bas been applied. An explanation of how the transition to Ind AS has not af ected the previously reported financial position, financial performance and cash flows of the Company.

B. Functional and presentation currency

These financial statements are presented in Indian 1000 (fNR), which is also the Company's functional currency.

C. Basis of Measurement

The financial statement have been'prepared on the historical cost basi except for the following items-

(a) Certain financial asset and liabilities Fair Value (b) Net defined benefit (as t)/liability Fair value of plan assets less present value of defined benefits obligations.

D. Use of estimates and judi:ements

In preparing these financial statements, management has made judgements, estimates and as umptions that affect the application of accounting policies and the reported amounts of as ets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised prospectively.

E. Measurement of fair values

Company's accounting policies and disclosures require measurement of fair values, for both financial and non financial assets and liabilities.

Fair values are categorized into different levels in a fair value hierarchy based on the inp techniques as follows.

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Minda I Connect Private Limited Notes forming part of the financial statements for the period ended 30 Sep 2021

Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows.

Level I: quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: inputs other than quoted prices included in Level 1 that are observable for the as et or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). Level 3: inputs for the asset or liability that are not based on observable market data (unobservable -inputs).

When measuring the fair value of an asset or a liability, the Company uses observable market data as far as possible. [f the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorized In its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement

The Company recognizes transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.

2. Significant accounting policies

The accounting policies set out below have be n applied consistently to the period presented in these financial statements.

a) Foreign currency i. Foreign currency tnmsactions Transactions in foreign cun:encies are translated into the functional currency of the Company at the exchange rates at the dates of the transactions or an average rate if the average rate approximates the actual r[a] te at the date of the transaction.

b) financial instruments

i. Recognition and initial measurement

Trade receivables and debt securities issued are initially recognized when they are originated. All other financial assets and fmancial liabilities are initially recognized when the Company becomes a party to the contractual provisions of the instrument.

ii. Classification and subsequent measurement Financial assets On initial recognition, a financial asset is classified as measured at - Amortized cost;
FVOC[
FVTPL

Financial assets are not reclassified subsequent to their initial recognition, except if and in the period the Group changes its business model for managing fmancial as ets.

A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL:

the asset is held within a business model whQse objective is to hold assets to collect contractual cash flows;
and - the contractual terms of the financial asset give rise on specified dates to casb flows that are solely
payments of principal and. i[n] terest on the principal amount outstanding.

A Financinl As et is measured at FVOCI if it meets both of the following conditions end is not designated as atFVTPL:

the as et is held within a business model whose objective is achieved by both collecting contractual cash
flows and s�lling finmcial assets; and

the contractual tenns of the financial as et give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Financial assets that are held for trading or are managed and whose perfonnance is evaluated on a fair value basis are measured at FVTPL.

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Minda I Connect Private Limited Notes forming part oftbe financial statements for the period ended 30 Sep 2021

Financial as ets: Subsequent measurement and gains and losses Financial as ets at FVTPL: These assets as-e subsequently measured at fair value. Net gams and losses, including any interest or dividend income, are recogniud in profit or loss.

Financial assets at amortized cost: These as ets are subsequently measured at amortized cost using the effective interest method. The amortized cost is reduced by impainnent losses. Interest income, foreign exchange gains and losses and impairment are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.

Financial Assets at FVOCI: These assets are subsequently measured at fair value. Interest incomi, under the effective interest metllod, foreign exchange gains and losses and impairment are recognized in profit or loss. Other net gains and losses are recognized in OCI. On �recognition, gains �d losses accumulated in OCI are reclassified to profit or loss.

Financial liabilities: Classification, subsequent measurement and gains and losses

Financial liabilities are classified as measured at amortized cost or FVTPL. A ftnancial liability is clas ified as at FVTPL if it is classified as held-for-trading, or it is a derivative or it is designated as such on initial rccognltion. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognized in profit or loss. Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense and foreign exchange gains and losses arc recognized in profit or los.s Any gain or loss on derecognition is also recognized in profit or loss.

iii. Derecognition

Financial assers

The Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the company neither transfers nor retains substantially all of the risks and rewards of ownership and does not retain control of the financial as et.

lf the Company enters into transactions whereby it transfers assets recognized on its balance sheet but retains either all or substantially all of the risks and rewards of the transferred as ets, the transferred as ets are not derecognized.

Financial liabilities

The Company derecognizes a financial Liability when its contractual obligations arc discharged or cancelled or expire.

The Company also derecognizes a financial liability when its tenns are modified and the cash flows under the modified terms are substantially difforenL In this case, a new financial liability based on the modified terms is recognized at fair value. The difference between the carrying amoWlt of the financial liability extinguished and the oew financial liability with modified terms is recognized in profit or loss.

iv. Offsetting

Financial assets and financial liabilities are offset and the net amowll presented in the balance sheet when, and only when, the Company currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realise the asset and settle the liability simultaneously.

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Minda I Connect Private Limited Notes forming part of the financial statements for the period ended 30 Sep 2021

C. Current ver5us non-current classification

The Company presents assets and liabilities in tho balance sheet based on current/non-current classification. An asset is o-eated as current when it is:

(a) expected to be realised in, or is intended to be sold or consumed in nom1al operatir\g cycle; (b) held primarily for the purpose of being traded; (c) expected to be realised within 12 months after the reponing date; or (d) cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reportine elate.

An other assets are classified as non-current.

A Liability is current when:

(a) it is expected to be settled in nonnal operating cycle;
(b) it is held primarily for the pw-pose of being traded;
( c) it is due to be settled within 12 months after the reporting date; or
(d) the Company does not have an unconditional right to defer settlement of the liability for at least 12 months after the reporting date.

All other liabilities are classified as non-current. Deferred tax assets and liabilities are classified as non-current assets and liabilities.

Operating cycle

e Operating cycle is the time betwen 1he acquisition of as ets for processing and their realisation in cash or c�h equivalents. The Company has identified twelve months as its operating cycle.

c) Property, plant and equipment

L Recognition and measurement

Items of property, plant and equipment are measured at cost, which includes capitalised borrowing costs, Less accumulated depreciation and accumulated impairment losses, if any.

Cost of an item of property, plant and equipment comprises it� purchase price, including import duties and non refundable purchase taxes, after deducting trade discounts and rebates, any directly attributable cost of bringing the item to its working condition for its intended use and estimated costs of dismantling and removing the item and restoring the site on which it is l0C11ted.

The cost of a self-constructed item of property, plant and equipment comprises the cost of materials and direct labour, any other costs directly attributable to bringing lhc item to working condition for its intended. use, and estimated costs of dismantling and removing the item and restoring the site on which it is located.

If significant parts of an item of property, plant and equipment have different useful Ii ves, then they are accounlC'd for as separate items (major components) of pfoperty, plant and equipment.

Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss.

ii. Transition to Ind AS

On transition to Tnd AS, theGroup has elected to continue with the carrying value of all of iequipment, measured as per the previous GAAP, and use that · · .eemed cost of such property,ts property, l)iant and plant and equipment.

_ - rj 0

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Minda I Connect Private Limited Notes forming part of the fi112ncia) statements for the period ended 30 Sep 2021

iiL Subsequent expenditure

Subsequent expenditure is capitalized only if it is probable that the future economic benefits as ociale<.I with the expenditure will flow to the Company.

Iv. Depredation

Depreciation on computers, oflice equipment and software is provided on the written down value method and for other tangible assets such as rental devices is provided on straight line method over the useful life of the assets, The life ofrental devices is considered as 3 years, based on the technical evaluation made by the management.

Pursuant to Companies Act, 2013 ('the Act') being effective from I April 2014, the Company has used the depreciation rates based on the useful lives as specified in Part 'C' of Schedule II to the Act.

Depreciation on additions to Fixed Assets is provided on pro-rata basis from the date assets is ready to use. Depreciation on sale/deduction from fixed assets is provided for up to the date of sale, deduction, as the case may be.

All assets costing lNR 5,000/- or below are depreciated in full by way of one time depreciation charge.

Depreciation for the year is recognized in the Statement of Profit and Loss

Intangible as ets are amortized over their respective individual estimated useful lives on a written down value basis, commencing from the date the as et is available to the Company for its use.

An intangible asset is derecognized on disposal or when no future economic benefits are expected from its use and disposals.

d) Intangible assets

Intangible assets that are acquired by the Company are measured initially at cost. After initial recognition, an intangible asset is carried at its cost less any accumulated amonization and any accumulated impairment loss.

Subsequent expenditure is capitalised only when it increases the future economic benefits ftom the specific asset to which it relates.

Intangiole as ets are amortised in the Statement of Profit or Loss over their estimated useful lives, from the date that they are available for use based on the expected pattern of conswnptiqn of economic benefits of the as et. Amortization method, useful lives and residual values are reviewed at the end of each financial year and adjusted if appropriate.

An intangible as et is derecognized on disposal or when no future economic benefits are expected from its use and disposal.

Losses arising from retirement and gains or losses arising from disposal of an intangible as et are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in the Statement of Profit and Loss.

Transition to Ind AS

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Minda I Connect Private Limited Notes forming part of the financial statements for the period ended 30 Sep 2021

On transition to Ind AS, the Company has elected to continue with the canying value of all of its intangible assets recognized as at 1 April 20 IS, measured as per the previous GAAP, and use that carrying value as the deemed cost of such intangible assets.

e) Impairment

i. Impairment of financial instruments

The Company recognizes ln�s allowances for expected credit losses on financial assets measured at amorti1.ed cost.

At each reporting date, the Company assesses whether financial assets carried at amortized cost are credit-impaired. A fmancial asset is 'credit-impaired' when one or more events that have a detrimental impact on the eStimated furore cash flows of the finaocial asset have occurred.

The Company measures loss allowances at an amount equal to lifetime expected credit losses. Lifetime expected credit losses are the expected credit losses that result from all possible default events over the expected life of a financial instrument. In all cases, the maximum period considered when estimating expected credit losses is the maximum contractual period over which the Company is exposed to credit risk.

When determining whether the credit risk of a financial as et has inCTeascd significantly since initial recognition and when estimating expected credit losses, the Company considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Group's historical experience and infonned credit assessment and includmg forward-looking information.

The Company as umes that the credit risk on a financial asset has increased significantly if it is more than 30 days past due. The Company considers a financial asset to be in default when the financial asset is 90 days or more past due.

Measurement of expected credit losses

Expected credit losses are a probability-weighted estimate of credit losses. Credit losses are measured as the present Yalue of all cash shortfalls (i.e. the difference between the cash flows due to the Company in accordance with the contract and the ca.sh flows that the Company expects to receive).

Presentation of allowance for expected credit losses in the balance sheet

Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount of the as ets.

Write-off

The gross canying amount of a financial asset is written off (either partially or in full) to the extent that there is no realistic prospect of recovery. This is generally the case when the Company determines that the debtor does not have asse[t] s or soun:es of income that could generate sufficient cash flows to repay the amounts subject to the write-off However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Company's procedures for recovery of amowt s due.

ii. Impairment or ooo-fioaoclal assets

The Company's non-fcnanclal assets, other than inventories and deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairm(\nt. If any such indication exists, then the asset's recoverable amount is estimated. Goodwill is tested an ually

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Minda I Connect Private Limited Notes forming part of the tioaocial statements for the period ended 30 Sep 2021

For impainnent testing, assets that do not generate independent cash Inflows are grouped together into cai;h generating units (CG Us). Each CGU represents the smallest group of assets that generates cash intlows tbar are largely independent of the cash inflows of other assets or CGUs.

The recoverable amount of a CGU (or an individual asset) is the higher of its value in use and its fair v�Jue les5 costs to sell. Value in use is based on the estimated future cash flows, discoUJlted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the CGU (or the asset).

The Company's corporate assets (e.g., central office building for providing support to various CGUs) do not generate independent cash inflows. To determine impainnent of a corporate as et, recoverable amount is determined for the CGUs to which the corporate asset belongs.

An impairment loss is recognized if the carrying amount of an asset or COU exceeds its estimated recoverable amount lmpainnent losses are recognized in the statement of profit and loss. lmpainnent loss recognized in respect of a CGU is allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets of the CGU (or group ofCGUs) on a pro rata basis.

An impairment loss in respect of goodwill is not subsequently reversed, In respec;t of other assets for which impainnent loss has been recognized in prior periods, the Company reviews at each reporting date whether there is any indication that the loss has decreased or no longer exists. An impairment loss is reversed if there bas been a change in the estimates used to determine the recoverable amount. Such a reversal is made only to the extent that the as et's carrying amount does not exceed the carrying amount that would have been detennined. net of depreciation or amortization, if no impairment loss had been ree9gnized.

I) Non-current assets or disposal group held for sale

Non-current assets, or disposal groups comprising assets and liabilities are clas ified as held for sale if it is highly probable that they will be recovered primarily through sale rather than through cort inuing use.

Such assets, or disposal groups, are generally measured at the lower of their carrying amount and fair value less costs to sell. Any resuftant loss on a disposal group is allocated first to goodwill, and then to remaining,as ets and employee benefit assets, which continue to be measured in accordance witli the Company's other accounting liabilities on pro rata basis, except that no loss is alloc,ated (O inventories, financial assets, deferred tax assets, and policies. Losses on initial classification as held for sale and subsequent gains and losses on re-measurement are recognized in profit or loss.

Once classified as held-for-sale, intangible assets, property and plant and equipment are no longer amortized or depreciated.

g) Borrowing cost

Borrowing costs are interest and other costs (including exchange differences relating to foreign currency borrowings to the extent that they are regarded as an adjustment to interest costs) incurred in connection with the borrowing of funds. Borrowing costs directly. attributable to acquisition or construction of an as et which necessarily take a substantial period of time to get ready for their intended use are capitaliz.ed as part of the cost of that as et. Other borrowing costs are recognized as an e�pense in the period in which they are incurred.

h) Inventories

Inventories which comprise raw materials, work-in-progress, finished goods, stock-in-trade, stores and spares, and loose tools are carried at the lower of cost and net realisable value.

Cost of inventories comprises alt costs of purchase, costs of conversion and other costs incurred in bringing the

inventories to their present location and condition.

• l · · on facilities.

Cn determining the cost, weigl1ted average cost method is used. In the case of manufactured inventories and work' in progress, fixed production overheads are allocated on the basis of no · · on facilities. •

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Minda I Connect Private Limited Notes forming part of the financial statements for the period ended 30 Sep 2021

Net realisable value is the estimated selling price in the ordinary course of bwincss, less the estimated costs of completion and the estimated costs necessary to make the sale.

The net realisable value of work-in-progress is detennined with reference to the selling prices of related finished products. Raw materials and other supplies held for use in the production of noish.ed products are not written down below cost except in cases where material prices have declined and it is estimated that the cost of the finished products will exceed their net realisable value.

The comparison of cost and net realisable value is made on an item-by-item basis.

finished goods inventory is inclusive of excise duty.

Inventories in transit are valued at cost.

Appropriate adjustments are made to the carrying value of damaged, slow moving and obsolete ii\ventories based on management's current best estimate.

l) Leases

Ind AS 116 requi(es lessees to determine the lease tenn as the non-cancellable period ofa lease adjusted with any option to extend or tenninate the lease, if the use of such option is reasonably certain. The Company makes an as essment on the expected lease tenn on a lease-by-lease basis and thereby assesses whether it is reasonably certain that any options to extend or terminate the contract wi\1 be exercised. In evaluating the lease term, the Company considen factors such as any significant le,asehold improvements undertaken over the lease term, costs relating to the tennination of the lease and the importance of the underlying as et to Infosys' s .operations taking into account the location of the underlying asset and the availability of suitable alternatives. The lease term in future periods is reassessed to ensure that be lease term

The Company as a lessee

The Company's lease asset clas es primarily consist of leases for land and buildings. The Company assesses whether a contract contains a lease, at inception of a contract, A contract is, or contains, a lease if the contract conveys the right to control the use ofan identifo:d as et for a period oftiflle in exchange for consideration. To asse[s] s whether a contract conveys the right to control the use of an identified asset, the Company assesses whether.

(i) the contra.ct involves the use of an identified asset

the Company has substantially all of the economic benefits from use of the asset through the period of the lease and (iii) the Company has the right to direct the use of the asset. (ii)

At the date of commencement of the lease, the Company recognizes a right-of-use asset ("RQU") and a corresponding lease liability for aU lease arrangements in which it is a lessee, except for leases with a te[r] m of twelve months or less (short-tenn leases) and low value leases. For these short-tcnn and low v[a] lue lea�. the Company recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease.

Certain lease an-angements includes the options to extend or terminate the lease before the end of the lease tenn. ROU assets and lease liabilities includes these options when it is reasonably certain that they will be exercised.

The right-of-use as ets are initial y recognized at cost, which comprises the initial amowit of the lease liability adjusted for any lease payments made at or prior to th.e commencement date of the lease plus any initial direct costs less any lease incentives. They are subsequently measured at cost less accumulated depreciation and impairment losses.

Right-of-use assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease term and useful life of the underlying llSSet. Right of use assets are evaluated for recover[a] bility whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to seU and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other as ets. In such cases, the recoverable amount is detennined for the Cash Generating Unit (CGU) to which the as et belongs.

The lease liability is initially measured at amortized cost at the present value of the future lease payments. The lease payments are discounted using the interest rate implicit in the lease or · not readily determinable, using h >t t...q . ; FRN No :, \i>� ::x: 00 302N � � GU RAM� � ..__�,,� _ i?{:'o ACC �

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Minda I Connect Private Limited Notes forming part of the financial statements for the period ended 30 Sep 2021

the incremental borrowing rates in the country of domicile of these leases. Lease liabilities arc remeasured with a corresponding adjustment to the related right of use asset if the Company changes its as essment if whether it will exercise an extension or a tennination option. Lease liability and ROU as et have been separately presented in the Balance Sheet and lease payments have been classified as financing cash flows.

j) Revenue recognition

(i) Revenue from the sale of goods in the course of ordinary activities is measured at the fair value of the consideration received or receivable, net of returns, trade discounts and volume rebates.' !'he amount recognized as revenue is ex:clusive of goods & service tax (GST), This inter alia involves discounting of the consideration due to the present value if payment extends beyond normal credit terms. Revenue is recognized when the significant risks and rewards of ownership have been transferred to the buyer, recovery of the consideration is probable, the as ociated costs and possible return of goods can be estimated reliably, there is no continuing effective control over, or managerial involvement with, the goods, and the amount of revenue can be measured reliably.

(ii) Management fees, designing fe s and service revenue is recognized on an accrual b11Sis as and when the services are rendered in accordance with the tenns of the underlying contract.

(iii)lnterest income is recognized using the effective interest method.

k) lnteroally generated: Research and development

a) Expenditure on research activities is rccogn!:zed in profit or loss as incurred.

b) Development expenditure is capitalized as part of the cost of the resulting intangible as et only if the expenditure can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable, and the Company intends to and has sufficient resources to complete development and to use or sell the asset. Otherwise, it is recognized in profit or loss as incurred. Subsequent to initial recognition, the as t is measured at cost less accumulated amortization and any accumulated impairment losses.

I) Provisions (other than employee benefits)

A provision is recognized i� as a result of a past event, the Company has a present obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows (representing the best estimate of the expenditure required to settle the present obligation at the ·balance sheet date) at a pre-tax rate that reflects cWTent market as. essments of the time value of money and the risks specific to the liability. The unwinding ofthe discount is recognised as finance cost Expected future operating losses are not provided for ...

(i) Warranties

Warranty costs are estimated on the basis of a technical evaluation and past experience. Provisioo is made for estimated liability in respect of warranty costs in the year of sale of goods and is included in the statement of profit and loss. The estimates used for accounting for warranty costs are reviewed periodically and revisions are ma.de, as and when required.

(ii) Contingencies

Provision in respect of loss contingencies relating to claims, litigation, assessment, fines, penalties, etc. are recognized when it is probable that a liability _, - amount can be estimated reliably. _ _ -��"""

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Minda I Connect Private Limited Notes forming part of the financial statements for the period ended 30 Sep 2021

m) Employee benefits

(i) Short term employee benefits

Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognised for the amount expected to be paid e.g., under short-term cash bonus, if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the amoW\t of obligation can be estimated reliably.

(Ii) Share-based payment transactions

The grant date fair value of equity settled share-based payment awards granted to employees is recognized as an employee expense, with a corresponding increase in equity, over the period that the employees unconditionally become entitled to the awards. The amount recognized as expense is based on the estimate of the nwnber of awards for which the related service and non-market vesting conditions are expected to be met, such that the amount ultimately recognit.ed as an expense is based on the number of awards that do meet the related service and non market vesting conditions at the vesting date. For share-based payment awards with non-v[e] sting conditions, the grant date fair value of the share-based payment is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes.

(iii) Defined contribution plans

A defined contribution plan is a post-employment benefit plan under which an entity pays specified contributions to a separate entity aad has no obligation to pay any further amounts. The Company makes specified monthly contributions towards employee provident fund and ESI to Government administered fund which is a defined contn'bution plan. The Company's contribution is recognized as an expense in the Statement of Profit and Loss during the period in which the employee renders the related service. Prepaid contributions are recognized as an as et to the ex.tent that a cash refund or a reduction in future payments is available.

(iv) Defined benefit plan

The Company's gratuity benefit scheme is a defined benefit plan. The Company's net obligation in respect ofa defined benefit plan is calculated by estimating the amount of future benefit that employees have earned in return for their service in the current and prior periods; that benefit is discounted to determine its present value. The fair value of plan as ets is redaced from the gross obligation under the defined benefit plans, to recognise the obligation on net basis. The calculation of the Company's obligation is performed an ually by a qualified actuary using the projected unit credit method.

Remeasurements of the net defined ben fit liability, which comprise actuarial gains and losses. the return on plan assets (excluding interest), are recognised in OCI. The Company determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability (as et), taking into account any changes in the net defined benefit liability (as et) during the period as a result of contributions and benefit payments. Net interest expense and other expenses related to defined benefit plans are recognised in profit or loss.

When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that rel.ates to past service ('past service cost' or 'past service gain') or the gain or loss on curtailment is recognized immediately in profit or loss. The company recognizes gains and losses on the settlement of a defined benefit phm when the settlement occurs.

(v) Other long term employee benefits

Compensated absences

The employees can cany-forward a portion of the unutilised accrued compensated absences and utilise it in future service periods or receive cash compensation on termination of employ sated absences do

sated absences do

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Mioda I Connect Private Limited Notes forming part of the financial statements for the period ended 30 Sep 2021

not fall due wholly within twelve months after the end of the period in which the employees render the related service and are also not expected to be utilized wholly within twelve months after the end of such period, the benefit to such extent is classified as a long-term employee benefit. The Company records an obligation for such compensated al;>sences in the period in which the employee renders the services that increase this entitlement The obligation is measured on the basis of independent actuarial valuation using the projected unit credit method.

Actuarial gains and losses are recogniz.cd in the Statement of Profit and Loss.

(vi) Termination benefits

Tennination benefits are expensed at the earlier of when the company can no longer withdraw the offer of those benefits and when the Com[)llny recogni1es cost� for a re�tmcturing. If henefits arc not expected to be set led wholly within 12 months of the reporting date, then they are discounted.

n) Income taxes

Income tax comprises current and deferred tax. It is recognised in profit or loss except to the extent that it relates to an item recognised directly in equity or in other comprehensive income.

(i) Current tax

Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax reflects the best estimate of the tax amount expected to be paid or received after considering the uncertainty, if any, related to income taxes. It is measured using tax rates (and tax laws) enacted or substantively enacted by the reporting date.

Current tax assets and current tax liabilities arc offset only if there is a legally enforceable right to set off the recognized amounts, and it is intended to realize the asset and settle the liability oo a net basis or simultaneously.

(ii) Deferred tax

Deferred tax is recognized in respect of temporary differences between the carrying amowits of as ets and liabilities for financial reporting purposes and the corresponding amounts used for tax tion purposes. Deferred tax is also recognised in respect of carried forward tax losses and tax credits. Deferred tax is not recognised for: temporary differences arising on the initial recognition of as ets or liabilities in a transaction that affects neither accounting nor taxable profit or loss at the time of the transaction; taxable temporary differences arising on the initial recognition of goodwill

Defen-ed. tax a.,;.�et� arc recognised to the extent that it is probable that fut re taxable profits will be available against which they can be used. The existence of unused tax losses is strong evidence that future taxable profit may not be available. Therefore, In case of a history of recent losses, the company recognises a deferred tax asset only to the extent that it bas sufficient tax ble temporary diffen:nces or there is convincing other evidence that sufficient taxable profit will l>e available against which such deferred tax asset can be realised. Deferred tax assets - unr[e] cognised or recognised, aie reviewed at each reporting date and are recognised/ reduced to the extent that it is probable/ no longer probable respectively that the related tax benefit will be realised.

Deferred tax is measured at the tax rates that arc expected to apply to the period when the asset is realised or the liability is senled, based on the laws that have been enacted or substantively enacted by the reporting date.

The measurement of deferred tax reflects the tax consequences th.at would follow from the manner in which the Company expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax assets and liabilities are oftset if there is a legally enforceable right to offset current lllX liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.

Deferred tax in respect of timing differences which reverse aftc In which the timing differences originate.

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Minda I Connect Private Limited Notes forming part of the financial ,tatemenu for the period ended 30 Sep 2021

o) Cash and cash equivalents

Cash and cash equivalents in the balance sheet CQmprise cash at banks and on band and short-term deposits with an original maturity of three months or less, which are subject to an insignificant risk of changes in value.

For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short term deposits, as defined above, net ofoutstanding bank overdrafts as they are considered an integral part of the Company's cash management.

Ajay Jain Partner Membership No.

Arun Kumar Arora Whole Time Director Din 09298156

Place: Gurugram Date: December 7, 2021 UDIN � 2.10840Q6MAAGQ.2.4�O

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Annexure V

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Annexure VI

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Annexure VII

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21[st] November, 2020

To, The General Manager, Department of Corporate Services, BSE Limited, PJ Towers, Dalai Street, Fort Mumbai - 400 011

Ref: Application under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 (“SEBI LODR”) of the Scheme of Amalgamation of Minda I Connect Private Limited and Minda Industries Limited and their respective shareholders and Creditors

Sub: Submission of “Complaints Report” pursuant to application under Regulation 37 of the SEBI LODR and in terms of Annexure III of SEBI Circular No. CFD/DIL312017/21 dated March 10, 2017 (“SEBI Circular”)

Dear Sir,

This is in reference to our application under regulation 37 of SEBI LODR for the proposed scheme of amalgamation between Minda I Connect Private Limited ("Transferor Company") and Minda Industries Limited (“Transferee Company/ the Company ”) and their respective shareholders and creditors ("Scheme"), filed to the Stock Exchange and hosted on your website on 27[th] October, 2020 .

In this regard, the company is required to submit a “Complaints report” within 7 days of the expiry of 21 days from the date of hosting of the draft scheme and related documents on the website of the stock exchange. According, we are enclosing herewith the “Complaints Report” from the period of 27[th] October, 2020 to 16[th] November, 2020 as per the format prescribed.

Thus, we are requested to take the same on record and provide us the necessary No Objection at the earliest for the purpose of filing the Scheme of Amalgamation to the Hon’ble National Company Law Tribunal.

Thanking you, Your truly, For, Minda Industries Limited �PL.0Cl') t-o.v-ai

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Tarun Kumar Srivastava Company Secretary & Compliance Officer

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151

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COMPLAINTS REPORT

(For the period from 27[th] October, 2020 till 16[th] November, 2020)

PART A

Sr. No.	Particulars	Number
1.	Number of complaints received directly	NIL
2.	Number of complaints forwarded by Stock Exchange	NIL
3.	Total number of complaints/ comments received (1+2)	NIL
4.	Number of complaints resolved	NIL
5.	Number of complaints pending	NIL

PART B

Sr. No.	Name of Complainant	Date of Complaint	Status (Resolved/ Pending)
NIL
Yours truly, ForMinda Industries Limited Tarun Kumar Srivastava Company Secretary & Compliance Officer �PL0C' t-v

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152

Annexure VIII

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Ref: NSE/LIST/23930_III December 10, 2020

The Company Secretary Minda Industries Limited B - 64/1, Wazirpur Industrial Area, Delhi-110052

Kind Attn.: Mr. Tarun Kumar Srivastava

Dear Sir,

Sub: Observation Letter for the Draft Scheme of Amalgamation of Minda I Connect Private Limited with Minda Industries Limited and their respective shareholders and Creditors

We are in receipt of the Draft Scheme of Amalgamation of Minda I Connect Private Limited (Transferor Company) with Minda Industries Limited (Transferee Company) and their respective shareholders and creditors vide application dated May 29, 2020.

Based on our letter reference no Ref: NSE/LIST/23930 submitted to SEBI and pursuant to SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017 (‘Circular’), kindly find following comments on the draft scheme:

a. The Company shall duly comply with various provisions of the Circular.
b. The Company to ensure that the financials of the companies involved in the scheme is updated and are not more than 6 months old before filing the same with the Hon’ble National Company Law Tribunal.
c. The Company to ensure that to makes appropriate disclosure about the filling of a settlement application with SEBI.
d. The Company shall ensure to makes appropriate disclosures about the outstanding debts/loans of Rs. 9.02 crores in the explanatory statement or notice or proposal accompanying resolution to be passed and sent to the shareholders while seeking approval.
e. The Company shall ensure that the proposed scheme is acted upon only if approved by the NCLT and if the majority votes cast by the public shareholders are in favour of the proposal.
f. The Company shall ensure that additional information and undertakings, if any, submitted by the Company, after filing the scheme with the stock exchange, and from the date of receipt of this letter is displayed on the websites of the listed company.
g. The Company is advised that the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before National Company Law Tribunal (NCLT) and the company obliged to bring the observations to the notice of NCLT.

This Document is Digitally Signed

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Signer: Amit Maruti Phatak Date: Thu, Dec 10, 2020 18:31:26 IST Location: NSE

Confidential

153

Continuation Sheet

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h. It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/ stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments/ observation/ representations.

It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/ stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to National Stock Exchange of India Limited again for its comments/observations/ representations.

Further, where applicable in the explanatory statement of the notice to be sent by the company to the shareholders, while seeking approval of the Scheme, it shall disclose information about unlisted companies involved in the format prescribed for abridged prospectus as specified in the circular dated March 10, 2017.

Based on the draft scheme and other documents submitted by the Company, including undertaking given in terms of Regulation 11 of SEBI (LODR) Regulations, 2015, we hereby convey our “Noobjection” in terms of Regulation 94 of SEBI (LODR) Regulations, 2015, to enable the Company to file the draft scheme with NCLT.

However, the Exchange reserves its rights to raise objections at any stage if the information submitted to the Exchange is found to be incomplete/ incorrect/ misleading/ false or for any contravention of Rules, Bye-laws and Regulations of the Exchange, Listing Regulations, Guidelines / Regulations issued by statutory authorities.

The validity of this “Observation Letter” shall be six months from December 10, 2020 within which the scheme shall be submitted to NCLT.

Yours faithfully,

For National Stock Exchange of India Limited

Amit Phatak

Manager

P.S. Checklist for all the Further Issues is available on website of the exchange at the following URL http://www.nseindia.com/corporates/content/further_issues.htm

This Document is Digitally Signed

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Signer: Amit Maruti Phatak Date: Thu, Dec 10, 2020 18:31:26 IST Location: NSE

Confidential

154

BSE Limited Registered Office: Floor 25, P J Towers, Dalal Street, Mumbai – 400 001, India T : +91 22 2272 8045 / 8055 F : +91 22 2272 3457 www.bseindia.com Corporate Identity Number: L67120MH2005PLC155188

DCS/AMAL/SV/R37/1861/2020-21

“E-Letter”

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December 14, 2020

The Company Secretary, Minda Industries Limited B-64/1, Wazirpur Industrial Area, New Delhi, Delhi, 110052

Sir/Madam,

Sub: Observation letter regarding the Scheme of Amalgamation between between Minda Industries Ltd and Minda I Connect Private Limited and their respective shareholders and creditors.

We are in receipt of the Draft Scheme of Amalgamation by Minda Industries Ltd filed as required under SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017; SEBI vide its letter dated December 03, 2020 (received by the Exchange on December 14, 2020) has inter alia given the following comment(s) on the draft scheme of arrangement:

“The Company shall ensure that the financials of the companies involved in the Scheme is updated and are not more than 6 months old before filing the same with the Hon’ble National Company Law Tribunal”.
“The Company shall ensure to make appropriate disclosure about the filing of a settlement application with SEBI”.
“The Company shall ensure to make appropriate disclosures about the outstanding debts/loans of Rs. 9.02 crores in the explanatory statement or notice or proposal accompanying resolution to be passed and sent to the shareholders while seeking approval”.
“The Company shall ensure that the proposed scheme is acted upon only if approved by the NCLT and if the majority votes cast by the public shareholders are in favour of the proposal”.
“Company shall ensure that additional information and undertakings, if any, submitted by the Company, after filing the Scheme with the Stock Exchange, and from the date of receipt of this letter is displayed on the websites of the listed company and the stock exchanges.”
“Company shall duly comply with various provisions of the Circular.”
“Company is advised that the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before National Company Law Tribunal (NCLT) and the company is obliged to bring the observations to the notice of NCLT."
“It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments / observations / representations.”

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Accordingly, based on aforesaid comment offered by SEBI, the company is hereby advised:

To provide additional information, if any, (as stated above) along with various documents to the Exchange for further dissemination on Exchange website.
To ensure that additional information, if any, (as stated aforesaid) along with various documents are disseminated on their (company) website.
To duly comply with various provisions of the circulars.

In light of the above, we hereby advise that we have no adverse observations with limited reference to those matters having a bearing on listing/de-listing/continuous listing requirements within the provisions of Listing Agreement, so as to enable the company to file the scheme with Hon’ble NCLT.

Further, where applicable in the explanatory statement of the notice to be sent by the company to the shareholders, while seeking approval of the scheme, it shall disclose information about unlisted company involved in the format prescribed for abridged prospectus as specified in the circular dated March 10, 2017.

Kindly note that as required under Regulation 37(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the validity of this Observation Letter shall be six months from the date of this Letter, within which the scheme shall be submitted to the NCLT.

The Exchange reserves its right to withdraw its ‘No adverse observation’ at any stage if the information submitted to the Exchange is found to be incomplete / incorrect / misleading / false or for any contravention of Rules, Bye-laws and Regulations of the Exchange, Listing Agreement, Guidelines/Regulations issued by statutory authorities.

Please note that the aforesaid observations does not preclude the Company from complying with any other requirements.

Further, it may be noted that with reference to Section 230 (5) of the Companies Act, 2013 (Act), read with Rule 8 of Companies (Compromises, Arrangements and Amalgamations) Rules 2016 (Company Rules) and Section 66 of the Act read with Rule 3 of the Company Rules wherein pursuant to an Order passed by the Hon’ble National Company Law Tribunal, a Notice of the proposed scheme of compromise or arrangement filed under sections 230-232 or Section 66 of the Companies Act 2013 as the case may be is required to be served upon the Exchange seeking representations or objections if any.

In this regard, with a view to have a better transparency in processing the aforesaid notices served upon the Exchange, the Exchange has already introduced an online system of serving such Notice along with the relevant documents of the proposed schemes through the BSE Listing Centre.

Any service of notice under Section 230 (5) or Section 66 of the Companies Act 2013 seeking Exchange’s representations or objections if any, would be accepted and processed through the Listing Centre only and no physical filings would be accepted. You may please refer to circular dated February 26, 2019 issued to the company.

Yours faithfully,

sd/-

Nitinkumar Pujari Senior Manager

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Annexure IX

B S R & Co. LLP

Chartered Accountants

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

Telephone: +91 124 7191000 Fax: +91 124 235 8613

Private and confidential

The Board of Directors Minda Industries Limited, B-64/1, Wazirpur Industrial Area, Delhi – 110052

30 June 2020

Independent Auditor's certificate on the accounting treatment specified in the proposed Scheme of Amalgamation

We, M/s B S R & Co. LLP, the statutory auditors of Minda Industries Limited ('the Company' or 'MIL'), had issued a certificate dated 06 February 2020 with respect to accounting treatment specified in the proposed Scheme of Amalgamation. The Company, in view of additional information requested by National Stock Exchange vide letter no. NSE/LIST/23930 dated 03 June 2020 has requested us to issue a revised certificate in supersession of our earlier certificate dated 06 February 2020, which hereby stands withdrawn.
This certificate is issued in accordance with the terms of our engagement letter dated 05 February 2020 with the Company, read with revised engagement letter dated 13 June 2020, for onward submission to National Company Law Tribunal, Securities and Exchange Board of India and Stock exchange(s) in relation to the Scheme of Amalgamation ('Draft Scheme') proposed by the Company in accordance with the requirements of Section 230 to 232 and other relevant provision of the Companies Act, 2013 ('the Act') and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 and circulars issued thereunder.
The Board of Directors of the Company have approved the Draft Scheme on 6 February 2020.
We, the statutory auditors of the Company, have examined the proposed accounting treatment specified in Clause 11- Accounting Treatment by the Transferee Company in respects of Assets and Liabilities (‘Accounting Treatment’) of the Draft Scheme between Minda I Connect Private Limited ('Transferor Company') and Minda Industries Limited ('Transferee Company') and their respective shareholders and creditors in terms of the provisions of Sections 230 to 232 and any other applicable provisions, if any of the Act (to the extent specified) with reference to its compliance with the applicable Accounting Standards prescribed under Section 133 of the Act read with Companies (Indian Accounting Standard) Rules, 2015 and other accounting principles generally accepted in India and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 and circulars issued thereunder.
For ease of reference, extract of the 'Accounting Treatment' specified in the Draft Scheme, duly authenticated on behalf of the Company, is reproduced in Annexure-I to this certificate.

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Registered Office : 5[th] Floor, LodhaExcelus Apollo Mills Compound N.M. Joshi Marg, Mahalaxmi Mumbai – 400 011

157

B S R & Co. LLP

Management's Responsibility

The responsibility for preparation of the Draft Scheme and its compliance with the relevant laws and regulations, including applicable Accounting Standards read with rules made thereunder and other accounting principles generally accepted in India as aforesaid, is that of the Board of Directors of the Company. The Management is responsible for the Accounting Treatment of the Draft Scheme in accordance with Indian Accounting Standards ('Ind AS') as prescribed under Section 133 of the Act read with Companies (Indian Accounting Standard) Rules, 2015. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the proposed Draft Scheme and applying an appropriate basis of preparation; and making estimates that are reasonable in the circumstances.

Auditor's Responsibility

Our responsibility is only to examine and report whether the accounting treatment referred to in the Draft Scheme referred to above comply with the applicable Accounting Standards and other accounting principles generally accepted in India. Nothing contained in this certificate, nor anything said or done in the course of, or in connection with the services that are subject to certificate, will extend any duty of care that we may have in our capacity of the statutory auditors of the financial statements of the Company. Further our examination did not extend to any other parts and aspects of a legal or proprietary nature in the aforesaid Draft Scheme.
We conducted our examination of the Accounting Treatment specified in the Draft Scheme as reproduced in Annexure-I to the certificate in accordance with the Guidance Note on Reports or Certificates for Special Purposes (Revised 2016) ('Guidance Note') issued by the Institute of Chartered Accountants of India (ICAI), in so far as applicable for the purpose of this certificate. The Guidance Note requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI.
We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements.

Opinion

Based on our examination and according to the information and explanations given to us, we confirm that the 'Accounting Treatment' (as enumerated in Annexure-I) in the books of Transferee Company proposed in the Draft Scheme is in compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 and circulars issued thereunder, the Indian Accounting Standard (Ind AS) 103 - Business Combinations prescribed under Section 133 of the Act read with Companies (Indian Accounting Standard) Rules, 2015 and other accounting principles generally accepted in India.

Restrictions on use

This certificate is issued at the request of the Company solely for the purpose as stated in paragraph 2 above and should not be used for any other purpose or to be distributed to any other parties without our prior written consent. Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other person to whom this certificate is shown or into whose hands it may come without our prior consent in writing.

For B S R & Co. LLP

Chartered Accountants ICAI Firm registration number: 101248W/W-100022

RAJIV GOYAL

Digitally signed by RAJIV GOYAL Date: 2020.06.30 13:40:45 +05'30'

Rajiv Goyal

Place: Gurugram Partner Date: 30 June 2020 Membership No.: 094549 UDIN: 20094549AAAAER3086

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160

Annexure X

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Annexure XI

Pre-Shareh
1
:
MINDA I CONNECT PVT. LTD.
2
:
N.A.
3
Share Holding Pattern filed under Reg 31(1)(a)/ Reg 31(1)(b)/ Reg 31(a)(c )
a. If under 31(1)(a) then indicate the report for period ending :
b. If under 31(1)(b) then indicate the report for period ending : 31 December, 2019
c. If under 31(1)(c) then indicate the date of allotment / extinguishment : NA
4
Declaration :The Listed entity is required to submit the following declaration to the extent of submission of information:-
Name of Listed Entity
Scrip Code/ Name of Scrip/ Class of Security
Shareholding Pattern under Regulation 31 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Particulars
Yes
No
1
Whether the Listed Entity has issued any partly paid up shares ?
NO
2
Whether the Listed Entity has issued any Convertible Securities or Warrants?
NO
3
Whether the Listed Entity has issued any shares against which depository receipts are issued?
NO
4
Whether the Listed Entity has any shares in locked-in?
NO
5
Whether any shares held by promoters are pledge or otherwise encumbered?
NO
6
Whether the Listed Entity has equity shares with differential voting rights?
NO
7
Whether the Listed Entity has any Significant Beneficial Owner?
NO
5
The tabular format for disclosure of holding of specified securities is as follows :-
*If the Listed Entity selects the option 'No' for the questions above, the columns for the partly paid up, Outstanding Convertible Securities/ Warrants, depository
receipts, locked-in shares, No of shares pledged or otherwise encumbered by promoters, as applicable, shall not be displayed at the time of dissemination on the stock
exchange website. Also wherever there is 'No' declared by Listed Entity in above table the values will be considered as 'Zero' by default on submission of the format of
holding of specified securities.

169

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0 0 0 0 0 0
form (XIV)
Number of equity shares held in dematerialised
0 0
Total shares held (b)
As a % of
(XIII) 0 NA NA NA NA 0
encumbered
Number of shares No. (a)
pledged or otherwise
0 0 0 0 0 0
held (b)
As a % of total shares
(XII) 0 0 0 0 0 0
in shares
Number of Locked No. (a)
98.76 1.24 0 0 0 100
Shareholding as a % assuming fully conversion of convertible securities (as a percentage of diluted share capital) (XI) = (VII)+(X) As a % of (A+B+C2)
0 0 0 0 0 0
(X)
No. of shares Underlying Outstanding Convertible securities (including Warrants)
Total as a % of A+B+C) 98.76 1.24 0 0 0 100
91338 0 0 0
Total 7246503 7337841
(IX) 0 0 0 0 0 0
Class eg: y
Number of Voting Rights
held in each class of securities No. of Voting Rights 91338 0 0 0
Class eg: x 7246503 7337841
98.76 1.24 0 0 0 100
1957) (VIII)
Shareholding as a % of total No. of shares (calculated as per SCRR, As a % of (A+B+C2)
7246503 91338 0 0 0 7337841
(VII) =
Total Nos. shares held (IV)+(V)+(VI)
0 0 0 0 0 0
(VI)
No.of shares underlying depository receipts
0 0 0 0 0 0
(V)
No. of Partly paid-up equity shares held
7246503 91338 0 0 0 7337841
held (IV)
No. of fully paid up equity shares
5 5 0 0 0 10
(III)
No. of
Shareholders
(II) Public Public DRs Total
Category of Shareholder Promoter & Promoter Group Non-Promoter - Non Shares underlying Shares held by Employees Trusts
(I) (A) (B) (C) (C1) (C2)
Category
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9900 9900 0 0 7236603 7236603 2391529 1235875 1195000 2414199 7246503 0 0 0 0 0 0 0 7246503
held in form (XIV)
Number of
equity shares dematerialised
0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Total shares held (b)
As a % of
(XIII) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
encumbered
Number of shares No. (a)
pledged or otherwise
0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
held (b)
As a % of total shares
(XII) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
in shares
Number of Locked No. (a)
0.13 0.13 0.00 0.00 98.62 98.62 32.59 16.84 16.29 32.90 98.76 0.00 0.00 0.00 0.00 0.00 0.00 0.00 98.76
Shareholding as a % assuming fully conversion of convertible securities (as a percentage of diluted share capital) (XI) = (VII)+(X) as a % of A+B+C2
0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
(X)
No. of shares Underlying Outstanding Convertible securities (including Warrants)
0.13 0.13 0.00 0.00 98.62 98.62 32.59 16.84 16.29 32.90 98.76 0.00 0.00 0.00 0.00 0.00 0.00 0.00 98.76
of Total Voting Rights
Total as a %
9900 9900 0 0 0 0 0 0 0 0 0
Total 7236603 7236603 2391529 1235875 1195000 2414199 7246503 7246503
(IX) 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Y
Class
Number of Voting Rights
held in each class of securities No. of Voting Rights 0 0 0 0 0 0 0 0 0
9900 9900
X
Class 7236603 7236603 2391529 1235875 1195000 2414199 7246503 7246503
0.13 0.13 0.00 0.00 98.62 98.62 32.59 16.84 16.29 32.90 98.76 0.00 0.00 0.00 0.00 0.00 0.00 0.00 98.76
1957 (VIII)
As a % of (A+B+C2)
Shareholding % calculated as per SCRR,
9900 9900 0 0 7236603 7236603 2391529 1235875 1195000 2414199 7246503 0 0 0 0 0 0 0 7246503
(VII) =
Total Nos. shares held (IV)+(V)+(VI)
0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
(VI)
No.of shares underlying depository receipts
0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
held (V)
Partly paid-up equity shares
(IV) 9900 9900 0 0 7236603 7236603 2391529 1235875 1195000 2414199 7246503 0 0 0 0 0 0 0 7246503
No. of fully paid up equity shares held
1 0 0 4 4 5 0 0 0 0 0 0 0 5
No. of (III)
shareholders
PAN (II)
AFYPM4910J AAACL1433F AAFCS9851F AAACM8882F AAACB0955E
(I)
Category of Shareholder Indian Individuals/Hindu undivided family Nirmal K Minda Central Government /State Government(s) Financial Institutions/ Banks Any Other (specify) Bodies Corporate Minda Investments Ltd. Singhal Fincap Ltd. Minda Finance Ltd. Bar Investments & Finance Pvt. Ltd. Sub-Total (A)(1) Foreign Individuals (Non-Resident Individuals/ Foreign Individuals) Government Institutions Foreign Portfolio Investor Any Other (specify) Sub-Total (A)(2) TOTAL Shareholding of Promoter and Promoter Group (A)=(A)(1)+(A)(2)
(1) (a) (b) (c) (d) (2) (a) (b) (c) (d) (e)
Details of shares which remain unclaimed may be given here alongwith the details such as number of shareholders, outstanding shares held in demat / unclaimed suspense account, voting rights which are frozen etc. Note:
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171

MINDA I CONNECT PVT. LTD.
Table III - Statement showing Shareholding Pattern of the Public Shareholders

Class
X
Class
Y
Total
(1)
Institutions
(a)
Mutual Funds
0
0
0
0
0
0.00
0
0
0
0.00
0
0.00
0
0
0
(b)
Venture Capital Fund
0
0
0
0
0
0.00
0
0
0
0.00
0
0.00
0
0
0
(c)
Alternate Investment Funds
0
0
0
0
0
0.00
0
0
0
0.00
0
0.00
0
0
0
(d)
Foreign Venture Capital Investors
0
0
0
0
0
0.00
0
0
0
0.00
0
0.00
0
0
0
(e)
Foreign Potfolio Investors
0
0
0
0
0
0.00
0
0
0
0.00
0
0.00
0
0
0
(f)
Financial Institutions/ Banks
0
0
0
0
0
0.00
0
0
0
0.00
0
0.00
0
0
0
(g)
Insurance Companies
0
0
0
0
0
0.00
0
0
0
0.00
0
0.00
0
0
0
(h)
Provident Funds / Pension Funds
0
0
0
0
0
0.00
0
0
0
0.00
0
0.00
0
0
0
(i)
Any Other (specify)
0
0
0
0
0
0.00
0
0
0
0.00
0
0.00
0
0
0
Sub-Total (B)(1)
0
0
0
0
0
0.00
0
0
0
0.00
0
0.00
0
0
0
(2)
Central Government/ State
Government/President of India
0
0
0
0
0
0.00
0
0
0
0.00
0
0.00
0
0
0
Central Government/State Government(s)
0
0
0
0
0
0.00
0
0
0
0.00
0
0.00
0
0
0
Sub-Total (B)(2)
0
0
0
0
0
0.00
0
0
0
0.00
0
0.00
0
0
0
(3)
Non-Institutions
(a)
Individual.
5
91338
0
0
91338
1.24
91338
0
91338
1.24
0
1.24
0
0
0
i. individual shareholders holding nominal share
capital upto Rs. 2 lakhs.
5
91338
0
0
91338
1.24
91338
0
91338
1.24
0
1.24
0
0
0
ii. individual shareholders holding nominal share
capital in excess of
Rs. 2 lakhs.
0
0
0
0
0
0.00
0
0
0
0.00
0
0.00
0
0
0
(b)
NBFCs registered with RBI
0
0
0
0
0
0.00
0
0
0
0.00
0
0.00
0
0
0
(c)
Employee Trusts
0
0
0
0
0
0.00
0
0
0
0.00
0
0.00
0
0
0
(d)
Overseas Depositories (holding DRs) (balancing
figure)
0
0
0
0
0
0.00
0
0
0
0.00
0
0.00
0
0
0
(e)
Any Other (specify)
0
0
0
0
0
0.00
0
0
0
0.00
0
0.00
0
0
0
Sub-Total (B)(3)
5
91338
0
0
91338
1.24
91338
0
91338
1.24
0
1.24
0
0
0
Total Public Shareholding
(B)=(B)(1)+(B)(2)+(B)(3)
5
91338
0
0
91338
1.24
91338
0
91338
1.24
0
1.24
0
0
0
No. of Shareholders
No. of Shares
0
0
(1) PAN would not be displayed on website of stock exchange(s).
(3) w.r.t. the information pertaining to depository receipts, the same may bedisclosed in the respective column to the extent information available and the balance to be disclosed as held by custodian.
Details of shares which remain unclaimed may be given hear alongwith details such as number of shareholders, outstanding shares held in demat / unclaimed suspense account, voting rights which are frozen etc.
Note:
(2) The above format needs to be disclosed alongwith the name of the following persons.
Institutions/ Non-institutions holding more than 1% of total number of shares.
Category & name of the Shareholders
(I)
PAN
(II)
No. of
shareholders
(III)
No. of fully paid
up equity
shares held
(IV)
Partly paid-up
equity shares
held (V)
No.of shares
underlying
depository
receipts
(VI)
Total Nos.
shares held
(VII) =
(IV)+(V)+(VI)
Shareholding
% calculated
as per SCRR,
1957
As a % of
(A+B+C2) (VIII)
Number of Voting Rights
held in each class of securities
(IX)
No. of shares
Underlying
Outstanding
Convertible
securities
(including
Warrants)
(X)
Number of
equity shares
held in
dematerialised
form
(XIV)
Shareholding as
a % assuming
fully conversion
of convertible
securities (as a
percentage of
diluted share
capital) (XI)
Number of Locked
in shares
(XII)
Number of shares pledged or
otherwise encumbered
(XIII)
No. of Voting Rights
Total as a % of
Total Voting
Rights
No.
(a)
As a % of total
shares held
(b)
No.
(not applicable)
(a)
As a % of Total
shares
held (not
applicable)
(b)
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA
NA

172

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0 0 0
held in form (XIV)
Number of equity shares dematerialised
As a % of Total shares held (not applicable) (b)
(XIII) NA NA NA
encumbered
Number of shares No. (not (a)
pledged or otherwise
applicable)
0 0 0
held (b)
As a % of total shares
(XII) 0 0 0
in shares
Number of Locked No. (a)
0 0 0
Shareholding as a % assuming fully conversion of convertible securities (as a percentage of diluted share capital) (XI)
0 0 0
(X)
No. of shares Underlying Outstanding Convertible securities (including Warrants)
0 0 0
of Total Voting Rights
Total as a %
0 0 0
Total
(IX) 0 0 0
Y
Class
Number of Voting Rights
held in each class of securities No. of Voting Rights 0 0 0
X
Class
0 0 0
1957 (VIII)
Shareholding % calculated as per SCRR, As a % of (A+B+C2)
0 0 0
(VII) =
Total Nos. shares held (IV)+(V)+(VI)
0 0 0
(VI)
No.of shares underlying depository receipts
0 0 0
held (V)
Partly paid-up equity shares
0 0 0
(IV)
No. of fully paid up equity shares held
0 0 0
No. of (III)
shareholders
PAN (II)
(I)
Category of Shareholder
Custodian/DR Holder Employee Benefit Trust (under SEBI (Share based Employee Benefit) Regulations, 2014) Total Non-Promoter-Non Public Shareholding (C) = (C )(1)+(C)(2)
(1) (2)
MINDA I CONNECT PVT. LTD. Table IV - Statement showing Shareholding Pattern of the Non Promoter-Non Public Shareholder Note : (1) PAN would not be displayed on website of Stock Exchange. (2) The above format needs to be disclose name of all holders holding more than 1% of total number of shares. (3) W.r.t. the information pertaining to Depository Receipts, the same may be disclosed in the respective columns to the extent information available.
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173

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174

Pre-Shareholding Pattern

Shareholding Pattern under Regulation 31 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

1 Name of Listed Entity : MINDA INDUSTRIES LTD.
2 Scrip Code/ Name of Scrip/ Class of Security : NSE : MINDAIND, BSE : 532539
3 Share Holding Pattern filed under Reg 31(1)(a)/ Reg 31(1)(b)/ Reg 31(a)(c )
a. If under 31(1)(a) then indicate the report for period ending :
b. If under 31(1)(b) then indicate the report for period ending : 30 September, 2021
c. If under 31(1)(c) then indicate the date of allotment / extinguishment : NA
4 Declaration : The Listed entity is required to submit the following declaration to the extent of submission of information:-

	Particulars	Yes*	No*
1	Whether the Listed Entityhas issued any partly paid upshares ?		NO
2	Whether the Listed Entityhas issued anyConvertible Securities or Warrants?		NO
3	Whether the Listed Entityhas issued anyshares against which depositoryreceipts are issued?		NO
4	Whether the Listed Entityhas anyshares in locked-in?		NO
5	Whether anyshares held by promoters arepledge or otherwise encumbered?		NO
6	Whether the Listed Entityhas equityshares with diferential votingrights?		NO
7	Whether the Listed Entityhas anySignifcant Benefcial Owner?	Yes

*If the Listed Entity selects the option ‘No’ for the questions above, the columns for the partly paid up, Outstanding Convertible Securities/ Warrants, depository receipts, locked-in shares, No of shares pledged or otherwise encumbered by promoters, as applicable, shall not be displayed at the time of dissemination on the stock exchange website. Also wherever there is ‘No’ declared by Listed Entity in above table the values will be considered as ‘Zero’ by default on submission of the format of holding of specified securities.

5 The tabular format for disclosure of holding of specified securities is as follows :-

175

Number of equity shares held in dematerialised form (XIV)			192705697	91655863	0	0	0	284361560
	As a % of Total shares held (b)		0					0
Number of shares pledged or otherwise encumbered (XIII)	No. (a)		0	NA	NA	NA	NA	0
	As a % of total shares held (b)		0	0	0	0	0	0
Number of Locked in shares (XII)	No.(a)		0	0	0	0	0	0
Shareholding as a % assuming fully conversion of convertible securities (as a percentage of diluted share capital) (XI) = (VII)+(X) As a % of (A+B+C2)			67.47	32.53	0	0	0	100
No. of shares Underlying Outstanding Convertible securities (including Warrants) (X)			0	0	0	0	0	0
	Total as a % of A+B+C)		67.47	32.53	0	0	0	100
		Total	192705697	92914744	0	0	0	285620441
		Class eg: y	0	0	0	0	0	0
Number of Voting Rights held in each class of securities (IX)	No. of Voting Rights	Class eg: x	192705697	92914744	0	0	0	285620441
Shareholding as a % of total No. of shares (calculated as per SCRR, 1957) (VIII) As a % of (A+B+C2)			67.47	32.53	0	0	0	100
Total Nos. shares held (VII) = (IV)+(V)+(VI)			192705697	92914744	0	0	0	285620441
No.of shares underlying depository receipts (VI)			0	0	0	0	0	0
No. of Partly paid-up equity shares held (V)			0	0	0	0	0	0
No. of fully paid up equity shares held (IV)			192705697	92914744	0	0	0	285620441
No. of Shareholders (III)			10	95817	0	0	0	95827
Category of Shareholder (II)			Promoter & Promoter Group	Public	Non-Promoter - Non Public	Shares underlying DRs	Shares held by Employees Trusts	Total
Category (I)			(A)	(B)	(C)	(C1)	(C2)

176

Number of equity shares held in dematerialised form (XIV)				112661713	64582210	40000737	3386133	3386133	1268500	38000	0	0	80043984	324690	324690	79719294	67774957	8205713	3738624	192705697	0	0	0	0	0	0	0	192705697
	As a % of Total shares held (b)			0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0
Number of shares pledged or otherwise encumbered (XIII)	No. (a)			0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0
	As a % of total shares held (b)			0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0
Number of Locked in shares (XII)	No. (a)			0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0
Shareholding as a % assuming fully conversion of convertible securities (as a percentage of diluted share capital) (XI) = (VII)+(X) as a % of A+B+C2				39.44	22.61	14.00	1.19	1.19	0.44	0.01	0.00	0.00	28.02	0.11	0.11	27.91	23.73	2.87	1.31	67.47	0.00	0.00	0.00	0.00	0.00	0.00	0.00	67.47
No. of shares Underlying Outstanding Convertible securities (including Warrants) (X)				0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0
	Total as a % of Total Voting Rights			39.44	22.61	14.00	1.19	1.19	0.44	0.01	0.00	0.00	28.02	0.11	0.11	27.91	23.73	2.87	1.31	67.47	0.00	0.00	0.00	0.00	0.00	0.00	0.00	67.47
		Total		112661713	64582210	40000737	3386133	3386133	1268500	38000	0	0	80043984	324690	324690	79719294	67774957	8205713	3738624	192705697	0	0	0	0	0	0	0	192705697
		Class Y		0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0		0	0	0	0	0	0	0	0
Number of Voting Rights held in each class of securities (IX)	No. of Voting Rights	Class X		112661713	64582210	40000737	3386133	3386133	1268500	38000	0	0	80043984	324690	324690	79719294	67774957	8205713	3738624	192705697	0	0	0	0	0	0	0	192705697
Shareholding % calculated as per SCRR, 1957 As a % of (A+B+C2) (VIII)				39.44	22.61	14.00	1.19	1.19	0.44	0.01	0.00	0.00	28.02	0.11	0.11	27.91	23.73	2.87	1.31	67.47	0.00	0.00	0.00	0.00	0.00	0.00	0.00	67.47
Total Nos. shares held (VII) = (IV)+(V)+(VI)				112661713	64582210	40000737	3386133	3386133	1268500	38000	0	0	80043984	324690	324690	79719294	67774957	8205713	3738624	192705697	0	0	0	0	0	0	0	192705697
No.of shares underlying depository receipts (VI)				0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0
Partly paid-up equity shares held (V)				0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0
No. of fully paid up equity shares held (IV)				112661713	64582210	40000737	3386133	3386133	1268500	38000	0	0	80043984	324690	324690	79719294	67774957	8205713	3738624	192705697	0	0	0	0	0	0	0	192705697
No. of shareholders (III)				6							0	0	4	1		3				10	0	0	0	0	0	0	0	10
Category of Shareholder (I)			Indian	Individuals/Hindu undivided family	Nirmal Kr. Minda	Suman Minda	Pallak Minda	Paridhi Minda	Amit Minda	Anand Kumar Minda	Central Government /State Government(s)	Financial Institutions/ Banks	Any Other (specify)	Promoters Trust	Maa Vaishno Devi Endowment	Bodies Corporate	Minda Investments Ltd.	Singhal Fincap Ltd.	Minda Finance Ltd.	Sub-Total (A)(1)	Foreign	Individuals (Non-Resident Individuals/ Foreign Individuals)	Government	Institutions	Foreign Portfolio Investor	Any Other (specify)	Sub-Total (A)(2)	"TOTAL Shareholding of Promoter and Promoter Group (A)=(A)(1)+(A)(2)"
			(1)	(a)							(b)	(c)	(d)								(2)	(a)	(b)	(c)	(d)	(e)

177

Number of equity shares held in dematerialised form (XIV)				35695946	6698804	5074041	4032074	3664692	3662002	3025862	0	1350	0	26323259	13619268	0	3460505	0	0	65481060	0	0	0		13576875	12738832	838043	1854313	0	0	10743615	287316
	As a % of Total shares held (not applicable) (b)
Number of shares pledged or otherwise encumbered (XIII)	No.(not applicable) (a)			NA	NA	NA	NA	NA	NA	NA	NA	NA	NA	NA	NA	NA	NA	NA	NA	NA	NA	NA	NA		NA	NA	NA	NA	NA	NA	NA	NA
	As a % of total shares held (b)			0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0		0	0	0	0	0	0	0	0
Number of Locked in shares (XII)	No. (a)			0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0		0	0	0	0	0	0	0	0
Shareholding as a % assuming fully conversion of convertible securities (as a percentage of diluted share capital) (XI)				12.50	2.35	1.78	1.41	1.28	1.28	1.06	0.00	0.00	0.00	9.22	4.77	0.00	1.21	0.00	0.00	22.93	0.00	0.00	0.00		5.18	4.89	0.29	0.65	0.00	0.00	3.78	0.10
No. of shares Underlying Outstanding Convertible securities (including Warrants) (X)				0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0		0	0	0	0	0	0	0	0
	Total as a % of Total Voting Rights			12.50	2.35	1.78	1.41	1.28	1.28	1.06	0.00	0.00	0.00	9.22	4.77	0.00	1.21	0.00	0.00	22.93	0.00	0.00	0.00		5.18	4.89	0.29	0.65	0.00	0.00	3.78	0.10
		Total		35695946	6698804	5074041	4032074	3664692	3662002	3025862	0	1350	0	26323259	13619268	304	3460505	0	0	65481364	0	0	0		14796579	13958536	838043	1854313	0	0	10782488	287316
		Class Y		0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0		0	0	0	0	0	0	0	0
Number of Voting Rights held in each class of securities (IX)	No. of Voting Rights	Class X		35695946	6698804	5074041	4032074	3664692	3662002	3025862	0	1350	0	26323259	13619268	304	3460505	0	0	65481364	0	0	0		14796579	13958536	838043	1854313	0	0	10782488	287316
Shareholding % calculated as per SCRR, 1957 As a % of (A+B+C2) (VIII)				12.50	2.35	1.78	1.41	1.28	1.28	1.06	0.00	0.00	0.00	9.22	4.77	0.00	1.21	0.00	0.00	22.93	0.00	0.00	0.00	0.00	5.18	4.89	0.29	0.65	0.00	0.00	3.78	0.10
Total Nos. shares held (VII) = (IV)+(V)+(VI)				35695946	6698804	5074041	4032074	3664692	3662002	3025862	0	1350	0	26323259	13619268	304	3460505	0	0	65481364	0	0	0		14796579	13958536	838043	1854313	0	0	10782488	287316
No.of shares underlying depository receipts (VI)				0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0		0	0	0	0	0	0	0	0
Partly paid-up equity shares held (V)				0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0		0	0	0	0	0	0	0	0
No. of fully paid up equity shares held (IV)				35695946	6698804	5074041	4032074	3664692	3662002	3025862	0	1350	0	26323259	13619268	304	3460505	0	0	65481364	0	0	0		14796579	13958536	838043	1854313	0	0	10782488	287316
No. of shareholders (III)				22							0	1	0	100		1	6	0	0	130	0	0	0		92092	92086	6	2	0	0	3593	1
Category & name of the Shareholders (I)			Institutions	Mutual Funds	Canara Robeco Mutual Fund A/C Canara Robeco Emerging Equities	Idfc Flexi Cap Fund	Icici Prudential Multicap Fund	Dsp Flexi Cap Fund	Invesco Trustee Private Limited - A/C Invesco India Equity & Bond Fund	L&T Mutual Fund Trustee Limited-L&T Emerging Businesses Fund	Venture Capital Fund	Alternate Investment Funds	Foreign Venture Capital Investors	Foreign Potfolio Investors	Matthews Asia Dividend Fund	Financial Institutions/ Banks	Insurance Companies	Provident Funds / Pension Funds	Any Other (specify)	Sub-Total (B)(1)	Central Government/ State Government/President of India	Central Government/State Government(s)	Sub-Total (B)(2)	Non-Institutions	Individual.	i. individual shareholders holding nominal share capital upto Rs. 2 lakhs.	ii. individual shareholders holding nominal share capital in excess of Rs. 2 lakhs.	NBFCs registered with RBI	Employee Trusts	Overseas Depositories (holding DRs) (balancing fgure)	Any Other (specify)	(i) IEPF
			(1)	(a)							(b)	(c)	(d)	(e)		(f)	(g)	(h)	(i)		(2)			(3)	(a)			(b)	(c)	(d)	(e)

178

634451	450468	196574	383782	51586	85741	8653697	4005000	4005000	26174803	91655863

NA	NA	NA	NA	NA	NA	NA	NA	NA	NA	NA
0	0	0	0	0	0	0	0	0	0	0
0	0	0	0	0	0	0	0	0	0	0
0.22	0.16	0.07	0.13	0.02	0.03	3.04	1.40	1.40	9.60	32.53
0	0	0	0	0	0	0	0	0	0	0
0.22	0.16	0.07	0.13	0.02	0.03	3.04	1.40	1.40	9.60	32.53
634451	450483	196974	383782	51586	85741	8692155	4005000	4005000	27433380	92914744
0	0	0	0	0	0	0	0	0	0	0
634451	450483	196974	383782	51586	85741	8692155	4005000	4005000	27433380	92914744
0.22	0.16	0.07	0.13	0.02	0.03	3.04	1.40	1.40	9.60	32.53
634451	450483	196974	383782	51586	85741	8692155	4005000	4005000	27433380	92914744
0	0	0	0	0	0	0	0	0	0	0
0	0	0	0	0	0	0	0	0	0	0
634451	450483	196974	383782	51586	85741	8692155	4005000	4005000	27433380	92914744
3	1025	606	1525	26	75	332			95687	95817
ii) Trust(s)	iii) Hindu Undivided Family	iv) Non-Resident Indians (Non-Repat)	v) Non-Resident Indians (Repat)	vi) Body Corporate -LLP-DR	vi) Clearing Members	vii) Bodies Corporates	- Mahadhyuta Automotive Private Limited	- Savitar Auto Components Private Limited	Sub-Total (B)(3)	Total Public Shareholding (B)=(B)(1)+(B)(2)+(B)(3)

179

Number of equity shares held in dematerialised form (XIV)			0	0	0
	As a % of Total shares held (not applicable) (b)
Number of shares pledged or otherwise encumbered (XIII)	No.(not applicable) (a)		NA	NA	NA
	As a % of total shares held (b)		0	0	0
Number of Locked in shares (XII)	No.(a)		0	0	0
Shareholding as a % assuming fully conversion of convertible securities (as a percentage of diluted share capital) (XI)			0	0	0
No. of shares Underlying Outstanding Convertible securities (including Warrants) (X)			0	0	0
	Total as a % of Total Voting Rights		0	0	0
		Total	0	0	0
		Class Y	0	0	0
Number of Voting Rights held in each class of securities (IX)	No. of Voting Rights	Class X	0	0	0
Shareholding % calculated as per SCRR, 1957 As a % of (A+B+C2) (VIII)			0	0	0
Total Nos. shares held (VII) = (IV)+(V)+(VI)			0	0	0
No.of shares underlying depository receipts (VI)			0	0	0
Partly paid-up equity shares held (V)			0	0	0
No. of fully paid up equity shares held (IV)			0	0	0
No. of shareholders (III)			0	0	0
PAN (II)
Category of Shareholder (I)			Custodian/DR Holder	Employee Beneft Trust (under SEBI (Share based Employee Beneft) Regulations, 2014)	Total Non-Promoter-Non Public Shareholding (C) = (C )(1)+(C)(2)
			(1)	(2)

180

Date of Creation / Acquisition of signifcant Benefcial Interest* (IV)	Date of Creation / Acquisition of signifcant Benefcial Interest* (IV)		11/6/1997	3/31/1995	9/28/2016	2/13/1995	3/31/1995	9/28/2016	2/13/1995	3/31/1995	9/28/2016	2/13/1995	3/31/1995	9/28/2016	2/13/1995	3/31/1995	9/28/2016	2/13/1995	3/31/1995	9/28/2016	2/13/1995
Details of holding/exercise of right of the SBO in the reporting company, whether Direct or Indirect* (III)	Whether by Virtue of :-	Exercise of signifcant infuence	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes
		Exercise of Cotnrol	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes
		Rights on distributable dividend or any other distribution%	0.11%	23.73%	2.87%	1.31%	23.73%	2.87%	1.31%	23.73%	2.87%	1.31%	23.73%	2.87%	1.31%	23.73%	2.87%	1.31%	23.73%	2.87%	1.31%
		Voting Rights %	0.11%	23.73%	2.87%	1.31%	23.73%	2.87%	1.31%	23.73%	2.87%	1.31%	23.73%	2.87%	1.31%	23.73%	2.87%	1.31%	23.73%	2.87%	1.31%
		Shares %	0.11%	23.73%	2.87%	1.31%	23.73%	2.87%	1.31%	23.73%	2.87%	1.31%	23.73%	2.87%	1.31%	23.73%	2.87%	1.31%	23.73%	2.87%	1.31%
Details of the Registered Owner (II)	Nationality		Indian	Indian	Indian	Indian	Indian	Indian	Indian	Indian	Indian	Indian	Indian	Indian	Indian	Indian	Indian	Indian	Indian	Indian	Indian
	Name		Maa Vaishno Devi Endowment	Minda Investments Ltd.	Singhal Fincap Ltd.	Minda Finance Ltd.	Minda Investments Ltd.	Singhal Fincap Ltd.	Minda Finance Ltd.	Minda Investments Ltd.	Singhal Fincap Ltd.	Minda Finance Ltd.	Minda Investments Ltd.	Singhal Fincap Ltd.	Minda Finance Ltd.	Minda Investments Ltd.	Singhal Fincap Ltd.	Minda Finance Ltd.	Minda Investments Ltd.	Singhal Fincap Ltd.	Minda Finance Ltd.
	Nationality		Indian				Indian			Indian			Indian			Indian			Indian
Details of the SBO (I)	Name		Nirmal Kr. Minda				Suman Minda			Paridhi Minda			Pallak Minda			Amit Minda			Anand Kumar Minda
S.No.			1				2			3			4			5			6

181

Post - Shareholding Pattern

Shareholding Pattern under Regulation 31 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

1 Name of Listed Entity : MINDA INDUSTRIES LTD .
2 Scrip Code/ Name of Scrip/ Class of Security : NSE : MINDAIND, BSE : 532539
3 Share Holding Pattern filed under Reg 31(1)(a)/ Reg 31(1)(b)/ Reg 31(a)(c )
a. If under 31(1)(a) then indicate the report for period ending :
b. If under 31(1)(b) then indicate the report for period ending : 30 September, 2021
c. If under 31(1)(c) then indicate the date of allotment / extinguishment : NA
4 Declaration : The Listed entity is required to submit the following declaration to the extent of submission of information:-

	Particulars	Yes*	No*
1	Whether the Listed Entityhas issued any partly paid upshares ?		NO
2	Whether the Listed Entityhas issued anyConvertible Securities or Warrants?		NO
3	Whether the Listed Entity has issued any shares against which depository receipts are issued?		NO
4	Whether the Listed Entityhas anyshares in locked-in?		NO
5	Whether anyshares held by promoters arepledge or otherwise encumbered?		NO
6	Whether the Listed Entityhas equityshares with diferential votingrights?		NO
7	Whether the Listed Entityhas anySignifcant Benefcial Owner?	Yes

5 The tabular format for disclosure of holding of specified securities is as follows :-

182

Number of equity shares held in dematerialised form (XIV)			193110527	91666073	0	0	0	284776600
	As a % of Total shares held (b)		0					0
Number of shares pledged or otherwise encumbered (XIII)	No.(a)		0	NA	NA	NA	NA	0
	As a % of total shares held (b)		0	0	0	0	0	0
Number of Locked in shares (XII)	No.(a)		0	0	0	0	0	0
Shareholding as a % assuming fully conversion of convertible securities (as a percentage of diluted share capital) (XI) = (VII)+(X) As a % of (A+B+C2)			67.51	32.49	0	0	0	100
No. of shares Underlying Outstanding Convertible securities (including Warrants) (X)			0	0	0	0	0	0
	Total as a % of A+B+C)		67.51	32.49	0	0	0	100
		Total	193110527	92919849	0	0	0	286030376
		Class eg: y	0	0	0	0	0	0
Number of Voting Rights held in each class of securities (IX)	No. of Voting Rights	Class eg: x	193110527	92919849	0	0	0	286030376
Shareholding as a % of total No. of shares (calculated as per SCRR, 1957) (VIII) As a % of (A+B+C2)			67.51	32.49	0	0	0	100
Total Nos. shares held (VII) = (IV)+(V)+(VI)			193110527	92919849	0	0	0	286030376
No.of shares underlying depository receipts (VI)			0	0	0	0	0	0
No. of Partly paid-up equity shares held (V)			0	0	0	0	0	0
No. of fully paid up equity shares held (IV)			193110527	92919849	0	0	0	286030376
No. of Shareholders (III)			11	95819	0	0	0	95830
Category of Shareholder (II)			Promoter & Promoter Group	Public	Non-Promoter - Non Public	"Shares underlying DRs"	"Shares held by Employees Trusts"	Total
Category (I)			(A)	(B)	(C)	(C1)	(C2)

183

Number of equity shares held in dematerialised form (XIV)				112662266	64582763	40000737	3386133	3386133	1268500	38000	0	0	80448261	324690	324690	80123571	67908561	8274756	3805383	134871	193110527	0	0	0	0	0	0	0	193110527
	As a % of Total shares held (b)			0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0
Number of shares pledged or otherwise encumbered (XIII)	No. (a)			0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0
	As a % of total shares held (b)			0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0
Number of Locked in shares (XII)	No.(a)			0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0
Shareholding as a % assuming fully conversion of convertible securities (as a percentage of diluted share capital) (XI) = (VII)+(X) as a % of A+B+C2				39.39	22.58	13.98	1.18	1.18	0.44	0.01	0.00	0.00	28.13	0.11	0.11	28.01	23.74	2.89	1.33	0.05	67.51	0.00	0.00	0.00	0.00	0.00	0.00	0.00	67.51
No. of shares Underlying Outstanding Convertible securities (including Warrants) (X)				0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0
	Total as a % of Total Voting Rights			39.39	22.58	13.98	1.18	1.18	0.44	0.01	0.00	0.00	28.13	0.11	0.11	28.01	23.74	2.89	1.33	0.05	67.51	0.00	0.00	0.00	0.00	0.00	0.00	0.00	67.51
		Total		112662266	64582763	40000737	3386133	3386133	1268500	38000	0	0	80448261	324690	324690	80123571	67908561	8274756	3805383	134871	193110527	0	0	0	0	0	0	0	193110527
		Class Y		0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0		0	0	0	0	0	0	0	0
Number of Voting Rights held in each class of securities (IX)	No. of Voting Rights	Class X		112662266	64582763	40000737	3386133	3386133	1268500	38000	0	0	80448261	324690	324690	80123571	67908561	8274756	3805383	134871	193110527	0	0	0	0	0	0	0	193110527
Shareholding % calculated as per SCRR, 1957 As a % of (A+B+C2) (VIII)				39.39	22.58	13.98	1.18	1.18	0.44	0.01	0.00	0.00	28.13	0.11	0.11	28.01	23.74	2.89	1.33	0.05	67.51	0.00	0.00	0.00	0.00	0.00	0.00	0.00	67.51
Total Nos. shares held (VII) = (IV)+(V)+(VI)				112662266	64582763	40000737	3386133	3386133	1268500	38000	0	0	80448261	324690	324690	80123571	67908561	8274756	3805383	134871	193110527	0	0	0	0	0	0	0	193110527
No.of shares underlying depository receipts (VI)				0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0
Partly paid-up equity shares held (V)				0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0
No. of fully paid up equity shares held (IV)				112662266	64582763	40000737	3386133	3386133	1268500	38000	0	0	80448261	324690	324690	80123571	67908561	8274756	3805383	134871	193110527	0	0	0	0	0	0	0	193110527
No. of shareholders (III)				6							0	0	5	1		4					11	0	0	0	0	0	0	0	11
Category of Shareholder (I)			Indian	Individuals/Hindu undivided family	Nirmal Kr. Minda	Suman Minda	Pallak Minda	Paridhi Minda	Amit Minda	Anand Kumar Minda	Central Government /State Government(s)	Financial Institutions/ Banks	Any Other (specify)	Promoters Trust	Maa Vaishno Devi Endowment	Bodies Corporate	Minda Investments Ltd.	Singhal Fincap Ltd.	Minda Finance Ltd.	Bar Investments & Finance Ltd.	Sub-Total (A)(1)	Foreign	Individuals (Non-Resident Individuals/ Foreign Individuals)	Government	Institutions	Foreign Portfolio Investor	Any Other (specify)	Sub-Total (A)(2)	TOTALShareholding of Promoter and Promoter Group (A)=(A)(1)+(A)(2)
			(1)	(a)							(b)	(c)	(d)									(2)	(a)	(b)	(c)	(d)	(e)

184

Number of equity shares held in dematerialised form (XIV)				35695946	6698804	5074041	4032074	3664692	3662002	3025862	0	1350	0	26323259	13619268	0	3460505	0	0	65481060	0	0	0		13581980	12743937	838043	1854313	0	0
	As a % of Total shares held (not applicable) (b)
Number of shares pledged or otherwise encumbered (XIII)	No.(not applicable) (a)			NA	NA	NA	NA	NA	NA	NA	NA	NA	NA	NA	NA	NA	NA	NA	NA	NA	NA	NA	NA		NA	NA	NA	NA	NA	NA
	As a % of total shares held (b)			0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0		0	0	0	0	0	0
Number of Locked in shares (XII)	No.(a)			0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0		0	0	0	0	0	0
Shareholding as a % assuming fully conversion of convertible securities (as a percentage of diluted share capital) (XI)				12.48	2.34	1.77	1.41	1.28	1.28	1.06	0.00	0.00	0.00	9.20	4.76	0.00	1.21	0.00	0.00	22.89	0.00	0.00	0.00		5.17	4.88	0.29	0.65	0.00	0.00
No. of shares Underlying Outstanding Convertible securities (including Warrants) (X)				0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0		0	0	0	0	0	0
	Total as a % of Total Voting Rights			12.48	2.34	1.77	1.41	1.28	1.28	1.06	0.00	0.00	0.00	9.20	4.76	0.00	1.21	0.00	0.00	22.89	0.00	0.00	0.00		5.17	4.88	0.29	0.65	0.00	0.00
		Total		35695946	6698804	5074041	4032074	3664692	3662002	3025862	0	1350	0	26323259	13619268	304	3460505	0	0	65481364	0	0	0		14801684	13963641	838043	1854313	0	0
		Class Y		0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0		0	0	0	0	0	0
Number of Voting Rights held in each class of securities (IX)	No. of Voting Rights	Class X		35695946	6698804	5074041	4032074	3664692	3662002	3025862	0	1350	0	26323259	13619268	304	3460505	0	0	65481364	0	0	0		14801684	13963641	838043	1854313	0	0
Shareholding % calculated as per SCRR, 1957 As a % of (A+B+C2) (VIII)				12.06	2.26	1.71	1.36	1.24	1.24	1.02	0.00	0.00	0.00	8.89	4.60	0.00	1.17	0.00	0.00	22.12	0.00	0.00	0.00		5.00	4.72	0.28	0.63	0.00	0.00
Total Nos. shares held (VII) = (IV)+(V)+(VI)				35695946	6698804	5074041	4032074	3664692	3662002	3025862	0	1350	0	26323259	13619268	304	3460505	0	0	65481364	0	0	0		14801684	13963641	838043	1854313	0	0
No.of shares underlying depository receipts (VI)				0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0		0	0	0	0	0	0
Partly paid-up equity shares held (V)				0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0		0	0	0	0	0	0
No. of fully paid up equity shares held (IV)				35695946	6698804	5074041	4032074	3664692	3662002	3025862	0	1350	0	26323259	13619268	304	3460505	0	0	65481364	0	0	0		14801684	13963641	838043	1854313	0	0
No. of shareholders (III)				22							0	1	0	100		1	6	0	0	130	0	0	0		92094	92088	6	2	0	0
Category & name of the Shareholders (I)			Institutions	Mutual Funds	Canara Robeco Mutual Fund A/C Canara Robeco Emerging Equities	Idfc Flexi Cap Fund	Icici Prudential Multicap Fund	Dsp Flexi Cap Fund	Invesco Trustee Private Limited - A/C Invesco India Equity & Bond Fund	L&T Mutual Fund Trustee Limited-L&T Emerging Businesses Fund	Venture Capital Fund	Alternate Investment Funds	Foreign Venture Capital Investors	Foreign Potfolio Investors	Matthews Asia Dividend Fund	Financial Institutions/ Banks	Insurance Companies	Provident Funds / Pension Funds	Any Other (specify)	Sub-Total (B)(1)	Central Government/ State Government/ President of India	Central Government/State Government(s)	Sub-Total (B)(2)	Non-Institutions	Individual.	i. individual shareholders holding nominal share capital upto Rs. 2 lakhs.	ii. individual shareholders holding nominal share capital in excess of Rs. 2 lakhs.	NBFCs registered with RBI	Employee Trusts	Overseas Depositories (holding DRs) (balancing fgure)
			(1)	(a)							(b)	(c)	(d)	(e)		(f)	(g)	(h)	(i)		(2)			(3)	(a)			(b)	(c)	(d)

185

10743615	287316	634451	450468	196574	383782	51586	85741	8653697	4005000	4005000	26179908	91660968

NA	NA	NA	NA	NA	NA	NA	NA	NA	NA	NA	NA	NA
0	0	0	0	0	0	0	0	0	0	0	0	0
0	0	0	0	0	0	0	0	0	0	0	0	0
3.77	0.10	0.22	0.16	0.07	0.13	0.02	0.03	3.04	1.40	1.40	9.59	32.49
0	0	0	0	0	0	0	0	0	0	0	0	0
3.77	0.10	0.22	0.16	0.07	0.13	0.02	0.03	3.04	1.40	1.40	9.59	32.49
10782488	287316	634451	450483	196974	383782	51586	85741	8692155	4005000	4005000	27438485	92919849
0	0	0	0	0	0	0	0	0	0	0	0	0
10782488	287316	634451	450483	196974	383782	51586	85741	8692155	4005000	4005000	27438485	92919849
3.64	0.10	0.21	0.15	0.07	0.13	0.02	0.03	2.94	1.35	1.35	9.27	31.39
10782488	287316	634451	450483	196974	383782	51586	85741	8692155	4005000	4005000	27438485	92919849
0	0	0	0	0	0	0	0	0	0	0	0	0
0	0	0	0	0	0	0	0	0	0	0	0	0
10782488	287316	634451	450483	196974	383782	51586	85741	8692155	4005000	4005000	27438485	92919849
3593	1	3	1025	606	1525	26	75	332			95689	95819
Any Other (specify)	(i) IEPF	ii) Trust(s)	iii) Hindu Undivided Family	iv) Non-Resident Indians (Non-Repat)	v) Non-Resident Indians (Repat)	vi) Body Corporate -LLP-DR	vi) Clearing Members	vii) Bodies Corporates	- Mahadhyuta Automotive Private Limited	- Savitar Auto Components Private Limited	Sub-Total (B)(3)	Total Public Shareholding (B)=(B)(1)+(B) (2)+(B)(3)
(e)

186

Number of equity shares held in dematerialised form (XIV)			0	0	0
	As a % of Total shares held (not applicable) (b)
Number of shares pledged or otherwise encumbered (XIII)	No. (not applicable) (a)		NA	NA	NA
	As a % of total shares held (b)		0	0	0
Number of Locked in shares (XII)	No.(a)		0	0	0
Shareholding as a % assuming fully conversion of convertible securities (as a percentage of diluted share capital) (XI)			0	0	0
No. of shares Underlying Outstanding Convertible securities (including Warrants) (X)			0	0	0
	Total as a % of Total Voting Rights		0	0	0
		Total	0	0	0
		Class Y	0	0	0
Number of Voting Rights held in each class of securities (IX)	No. of Voting Rights	Class X	0	0	0
Shareholding % calculated as per SCRR, 1957 As a % of (A+B+C2) (VIII)			0	0	0
Total Nos. shares held (VII) = (IV)+(V)+(VI)			0	0	0
No.of shares underlying depository receipts (VI)			0	0	0
Partly paid-up equity shares held (V)			0	0	0
No. of fully paid up equity shares held (IV)			0	0	0
No. of shareholders (III)			0	0	0
PAN (II)
Category of Shareholder (I)			Custodian/DR Holder	Employee Beneft Trust (under SEBI (Share based Employee Beneft) Regulations, 2014)	Total Non-Promoter-Non Public Shareholding (C) = (C )(1)+(C)(2)
			(1)	(2)

187

Date of Creation /	Acquisition of signifcant Benefcial Interest* (IV)		11/6/1997	3/31/1995	9/28/2016	2/13/1995	on the date of allotment under merger	3/31/1995	9/28/2016	2/13/1995	on the date of allotment under merger	3/31/1995	9/28/2016	2/13/1995	on the date of allotment under merger	3/31/1995	9/28/2016	2/13/1995	on the date of allotment under merger	3/31/1995	9/28/2016	2/13/1995	3/31/1995	9/28/2016	2/13/1995
Details of holding/exercise of right of the SBO in the reporting company, whether Direct or Indirect* (III)	Whether by Virtue of :-	Exercise of signifcant infuence	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes
		Exercise of Cotnrol	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes
		Rights on distributable dividend or any other distribution%	0.11%	23.74%	2.89%	1.33%	0.05%	23.74%	2.89%	1.33%	0.05%	23.74%	2.89%	1.33%	0.05%	23.74%	2.89%	1.33%	0.05%	23.74%	2.89%	1.33%	23.74%	2.89%	1.33%
		Voting Rights %	0.11%	23.74%	2.89%	1.33%	0.05%	23.74%	2.89%	1.33%	0.05%	23.74%	2.89%	1.33%	0.05%	23.74%	2.89%	1.33%	0.05%	23.74%	2.89%	1.33%	23.74%	2.89%	1.33%
		Shares %	0.11%	23.74%	2.89%	1.33%	0.05%	23.74%	2.89%	1.33%	0.05%	23.74%	2.89%	1.33%	0.05%	23.74%	2.89%	1.33%	0.05%	23.74%	2.89%	1.33%	23.74%	2.89%	1.33%
Details of the Registered Owner (II)	Nationality		Indian	Indian	Indian	Indian	Indian	Indian	Indian	Indian	Indian	Indian	Indian	Indian	Indian	Indian	Indian	Indian	Indian	Indian	Indian	Indian	Indian	Indian	Indian
	Name		Maa Vaishno Devi Endowment	Minda Investments Ltd.	Singhal Fincap Ltd.	Minda Finance Ltd.	Bar Investments & Finance Ltd.	Minda Investments Ltd.	Singhal Fincap Ltd.	Minda Finance Ltd.	Bar Investments & Finance Ltd.	Minda Investments Ltd.	Singhal Fincap Ltd.	Minda Finance Ltd.	Bar Investments & Finance Ltd.	Minda Investments Ltd.	Singhal Fincap Ltd.	Minda Finance Ltd.	Bar Investments & Finance Ltd.	Minda Investments Ltd.	Singhal Fincap Ltd.	Minda Finance Ltd.	Minda Investments Ltd.	Singhal Fincap Ltd.	Minda Finance Ltd.
Details of the SBO (I)	Nationality		Indian					Indian				Indian				Indian				Indian			Indian
	Name		Nirmal Kr. Minda					Suman Minda				Paridhi Minda				Pallak Minda				Amit Minda			Anand Kumar Minda
S.No.			1					2				3				4				5			6

188

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MINDA INDUSTRIES LIMITED

(CIN-L74899DL1992PLC050333)

Regd. Office: B-64/1, Wazirpur Industrial Area, Delhi-110052 Website: www.unominda.com; E-mail: [email protected] Tel: +91 11 49373931, +91 124 2290427/28: Fax + 91 124 2290676 / 2290695

IN THE MATTER OF THE COMPOSITE SCHEME OF AMALGAMATION AMONGST MINDA I CONNECT PRIVATE LIMITED (“TRANSFEROR COMPANY”) WITH MINDA INDUSTRIES LIMITED (“TRANSFEREE COMPANY”) AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

Folio No./DP ID – Client ID No. : : Number of Shares : : Name : : Address : :

E-voting mode

Pursuant to the provisions of Section 108 and 110 of the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014, Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the MCA Circulars, Minda Industries Limited is offering e-voting facility to its members to cast their votes electronically in respect of the business to be transacted in the Notice dated January 5, 2022 for conducting National Company Law Tribunal (“NCLT”) convened meeting of Equity shareholders by electronic means as per order dated August 31, 2021 & October 20, 2021 of NCLT read with the order passed by Hon’ble National Company Law Appellate Tribunal (“NCLAT”) dated December 23, 2021.

The Company has engaged the services of National Securities Depositories Ltd (NSDL) to provide the e-voting facility.

The e-voting facility is available at the hyperlink https://evoting.nsdl.com. The electronic voting particulars are set out below:

E-Voting Event Number (EVEN)	User ID	Password
119068

The e-voting facility will be available from Monday, January 17, 2022 at 9:00 A.M. (IST) to Tuesday, February 15, 2022 at 5:00 P.M. (IST) and the remote voting shall not be allowed after the expiry of such time.

Please read the instructions printed below before exercising your vote. The details and instructions form an integral part of the Notice.

Voting through electronic means

The instructions for shareholders for e-voting are as under:

- How do I vote electronically using NSDL e Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

- Step 1: Access to NSDL e Voting system

A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Type of shareholders	Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. Existing IDeAS user can visit the e-Services website of NSDL Viz.https://eservices.nsdl.comeither on a Personal Computer or on a mobile. On the e-Services home page click on the “Benefcial Owner” icon under “Login” which is available under ‘IDeAS’ section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote duringthe remote e-Voting period orjoiningvirtual meeting& votingduringthe meeting.

	2. 3. 4.	If you are not registered for IDeAS e-Services, option to register is available athttps://eservices. nsdl.com. Select “Register Online for IDeAS Portal” or click athttps://eservices.nsdl.com/ SecureWeb/IdeasDirectReg.jsp Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https:// www.evoting.nsdl.com/either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/ Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verifcation Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.
Individual Shareholders holding securities in demat mode with CDSL	1. 2. 3. 4.	Existing users who have opted for Easi / Easiest, they can login through their user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest arehttps://web.cdslindia.com/myeasi/home/loginorwww. cdslindia.comand click on New System Myeasi. After successful login of Easi/Easiest the user will be also able to see the E Voting Menu. The Menu will have links ofe-Voting service provider i.e. NSDL.Click onNSDLto cast your vote. If the user is not registered for Easi/Easiest, option to register is available athttps://web. cdslindia.com/myeasi/Registration/EasiRegistration Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a link inwww.cdslindia.comhome page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the demat Account. After successful authentication, user will be provided links for the respective ESP i.e.NSDLwhere the e-Votingis inprogress.
Individual Shareholders (holding securities in demat mode) login through their depository participants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. Upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote duringthe remote e-Voting period orjoiningvirtual meeting& votingduringthe meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Depository i.e. NSDL and CDSL.
Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request [email protected] call at toll free no.: 1800 1020 990 and 1800 22 44 30
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk.evoting@cdslindia. comor contact at 022- 23058738 or 022-23058542-43

B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.
A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.
Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.
Your User ID details are given below :

Your User ID details are given below :
Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Benefciary ID For example if your Benefciary ID is 12 then your user ID is 12
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

Password details for shareholders other than Individual shareholders are given below:
a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.
c) How to retrieve your ‘initial password’?
- (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.
- (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.
If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:
a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
Now, you will have to click on “Login” button.
After you click on the “Login” button, Home page of e-Voting will open.

- Step 2: Cast your vote electronically and join General Meeting on NSDL e Voting system

How to cast your vote electronically and join General Meeting on NSDL e-Voting system?

After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and General Meeting is in active status.
Select “EVEN no. 119068” of Minda Industries Limited for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join General Meeting”.
Now you are ready for e-Voting as the Voting page opens.
Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.
Upon confirmation, the message “Vote cast successfully” will be displayed.
You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
Once you confirm your vote on the resolution, you will not be allowed to modify your vote

General Guidelines for shareholders

Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected] and [email protected].
It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.
In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to (Name of NSDL Official) at [email protected]

Process for those shareholders whose e-mail ids are not registered with the depositories for procuring user id and password and registration of e-mail ids for e-voting for the resolutions set out in this notice :

In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to [email protected].
In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.
Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.
In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

General instructions:

Contact details of the official responsible to address the grievances connected with the e-voting for postal ballot: The Company Secretary, Minda Industries Limited, Village Nawada Fatehpur, P.O. Sikandarpur Badda, Near IMT Manesar, Gurgaon-122004, Haryana, Tel: +91 124 2290676, E-mail: [email protected].
All documents referred to in the accompanying Notice and the statement pursuant to section 102(1) of the Companies Act, 2013 will be available for inspection at the registered office of the company between 11.00 am (IST) to 2.00 pm (IST) on all working days, except Saturdays, Sundays and Public Holidays, up to 1 (one) day prior to the date of the Meeting.

Registered Office: Minda industries Limited B-64/1, Wazirpur Industrial Area, Delhi-110052 CIN:L74899DL1992PLC050333 Date : January 5, 2022 Place : Delhi

Santosh Kumar Sahewala Chairperson appointed for the Meeting

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MINDA INDUSTRIES LIMITED

(CIN-L74899DL1992PLC050333) Regd. Office: B-64/1, Wazirpur Industrial Area, Delhi-110052 Website: www.unominda.com; E-mail: [email protected] Tel : +91 11 49373931, +91 124 2290427/28 : Fax + 91 124 2290676 / 2290695

POSTAL BALLOT FORM

Name(s) of Shareholder(s) (in Block letters) : (Including Joint holder, if any)
Registered Address of the Sole / First Named Shareholder

Registered Folio No./ DP ID No. & Client ID No. :
Number of Share(s) held :

I/ We hereby exercise my/ our vote in respect of the resolution detailed in the Notice issued pursuant to the NCLT Order dated 31.08.2021 & 20.10.2021 read with the order passed by Hon’ble NCLAT dated 23.12.2021, convening the Meeting of the Equity Shareholders of Minda Industries Limited to be held through Video Conferencing at Lakshmipat Singhania Auditorium, PHD House, Opposite Asian Games Village, New Delhi-110016 on Wednesday, the 16[th] day of February, 2022 at 10:30 A.M. by recording my / our assent or dissent to the said Resolution, by placing the tick (√) mark at the appropriate box below:

S. No.	Descripton	No. of shares for which vote cast	I/We assent to the Resoluton (For)	I/We dissent to the Resoluton (Against)
1.	To approve the Scheme of Amalgamaton of Minda I Connect Private Limited (“Transferor Company”) with Minda Industries Limited (“Transferee Company”) and their respectve Shareholders and Creditors (“Scheme”).
Place : Delhi Date : January 5, 2022 (Signature of the Shareholder) (As per specimen signature registered with the Company)

NOTE: Please read carefully the instructions printed overleaf before exercising vote.

INSTRUCTIONS

1) A member desiring to exercise vote by Postal Ballot should complete the Postal Ballot Form in all respects and send it to the Scrutinizer in the attached self-addressed postage pre-paid envelope which shall be properly sealed with adhesive or adhesive tape. The members residing outside India should stamp the envelope appropriately. The envelope containing Postal Ballot Form if sent by courier or by Registered Post at the expense of the member will also be accepted. The Postal Ballot Form may also be deposited personally at the address provided on the attached envelope.
2) Mr. Roshan Lal Jain (IBBI Registration No. IBBI/IPA- 001/IP-P00966/2017-18/11587), has been appointed as Scrutinizer by the National Company Law Tribunal vide its Order dated 31.08.2021 & 20.10.2021. The self-addressed postage pre-paid envelope bears the postal address of Scrutinizer.
3) The voting period commences at 9:00 A.M. on Monday, 17th January, 2022 and ends at 5:00 P.M. on Tuesday, 15th February, 2022. The Postal Ballot Form duly completed and signed (as per specimen signature registered with the Company) should reach to the Scrutinizer appointed by the National Company Law Tribunal or at the Registered Office of the Company on or before 5:00 P.M. on Tuesday, 15th February, 2022. Postal Ballot(s) received after 5:00 P.M. of the last date i.e. the Tuesday, 15th February, 2022 will be treated as if the reply from the member has not been received and the same will not be considered.
4) In case shares are jointly held, this Form should be completed and signed by the first named member and in his/her absence, by the next named member.
5) In case of shares held by companies, trusts, societies etc. the duly completed Postal Ballot Form should be accompanied by a certified copy of the Board Resolution/Authority Letter together with attested specimen signature(s) of the authorized signatory/ies, giving requisite authority to the person voting on the Postal Ballot Form.
6) The Postal Ballot Notice is being sent to all the members, whose names appear in the Register of Members/Records of depositories as on cut-off date i.e. Friday, 07[th] January, 2022. The voting rights shall be reckoned on the paid-up value of equity shares registered in the name of members as on Friday, 7[th] January, 2022.
7) Members are requested not to send any paper (other than the resolution/authority letter/copy of nomination/power of attorney as mentioned in instruction No. 5 above) along with the Postal Ballot Form in the enclosed business reply self-addressed postage pre-paid envelope as all such envelopes will be sent to the Scrutinizer and any extraneous paper found in such envelopes would be destroyed by the Scrutinizer.
8) A tick (√) mark should be placed in the relevant box signifying assent / dissent for the resolution, as the case may be, before mailing the Postal Ballot Form. Postal Ballot Form bearing tick (√) mark in both the columns will render the same invalid.
9) A member, including the member who has opted to receive the documents electronically may seek duplicate Postal Ballot Form from the Registered office of the Company. However, the duly filled in and signed duplicate Postal Ballot Form should reach the Scrutinizer not later than the time and date specified at instruction No. 3.
10) The vote in this Postal Ballot cannot be exercised through proxy.
11) There will be only one Postal Ballot Form for every Folio/ Client ID.
12) Incomplete, unsigned, improperly or incorrectly tick marked Postal Ballot Form will be rejected.
13) The Scrutinizer’s decision on the validity or otherwise of the Postal Ballot will be final.
14) In case of any queries or grievances relating to remote e-voting, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-Voting user manual for Shareholders available at the Downloads section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to (Name of NSDL Official) at [email protected] and relating to voting by way of physical ballot, please email your query at [email protected].
15) A member can opt only one mode for voting i.e. either by Physical Ballot or remote e-voting. In case you are opting for remote e-voting, then do not vote by Physical Ballot and vice versa. However, in case member(s) cast their vote both by Physical Ballot and remote e-voting, then the voting done through remote e- voting shall prevail and voting done by Physical Ballot will be treated as invalid.

AI assistant

UNO Minda Limited — Proxy Solicitation & Information Statement 2022

61248_rns_2022-01-13_c0396feb-6612-4212-a8a8-3bb3231cfb34.pdf

MINDA INDUSTRIES LIMITED

NOTICE OF THE MEETING OF THE EQUITY SHAREHOLDERS OF MINDA INDUSTRIES LIMITED

DETAILS OF NCLT CONVENED MEETING OF EQUITY SHAREHOLDERS

POSTAL BALLOT AND REMOTE E-VOTING PERIOD FOR NCLT CONVENED MEETING OF EQUITY SHAREHOLDERS

FORM NO. CAA 2

Company Application No. - CA (CAA) No. 66/ND/2021

IN THE MATTER OF SECTION 230 TO 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013

AND

To,

NOTES:

28. VOTING THROUGH REMOTE E-VOTING AND JOINING THE MEETING

- How do I vote electronically using NSDL e Voting system?

- Step 1: Access to NSDL e Voting system

B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

- Step 2: Cast your vote electronically and join General Meeting on NSDL e Voting system

How to cast your vote electronically and join General Meeting on NSDL e-Voting system?

General Guidelines for shareholders

Process for those shareholders whose e-mail ids are not registered with the depositories for procuring user id and password and registration of e-mail ids for e-voting for the resolutions set out in this notice :

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE MEETING ARE AS UNDER:-

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE MEETING THROUGH VC/OAVM ARE AS UNDER:

29. VOTING THROUGH PHYSICAL POSTAL BALLOT

Postal ballot instructions:

EXPLANATORY STATEMENT UNDER SECTION 230(3) READ WITH SECTION 232(2) AND 102 OF THE COMPANIES ACT, 2013 READ WITH RULE 6 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 TO THE NOTICE OF THE NCLT CONVENED MEETING OF THE EQUITY SHAREHOLDERS OF MINDA INDUSTRIES LIMITED

5. Details of Transferor Company and Transferee Company

ii. Details of Transferee Company:

Capital Structure pre and post amalgamation

Shareholding Pattern-Pre and Post Amalgamation

6. Relationship between the Companies:

7. Rationale of the Scheme:

8. Salient Features of the Scheme:

The salient features of the Scheme are as follows:

1. DEFINITIONS

“Appropriate Authority” means:

d) any Stock Exchange.

PART II

4. TRANSFER OF ASSETS AND LIABILITIES

6. CONTRACTS, DEEDS ETC.

7. EMPLOYEES

8. LEGAL PROCEEDINGS

9. TAXES/ DUTIES/ CESS ETC.

10 CONSIDERATION

11. ACCOUNTING TREATMENT BY THE TRANSFEREE COMPANY IN RESPECT OF ASSETS AND LIABILITIES

GENERAL TERMS & CONDITIONS

12. DISSOLUTION OF THE TRANSFEROR COMPANY AND VALIDITY OF RESOLUTIONS

13. BUSINESS AND PROPERTY IN TRUST AND CONDUCT OF BUSINESS FOR THE TRANSFEREE COMPANY

14. PROPERTY IN TRUST

15. COMBINATION AND INCREASE OF AUTHORISED CAPITAL

Memorandum of Association[][ (refer note 2)]**

16. APPLICATIONS/ PETITIONS TO THE TRIBUNAL

17. MODIFICATION OR AMENDMENTS TO THIS SCHEME

18. CONDITIONS PRECEDENT

GENERAL TERMS AND CONDITIONS

19. EFFECT OF NON-RECEIPT OF APPROVALS AND MATTERS RELATING TO REVOCATION/ WITHDRAWAL OF THIS SCHEME

20. COSTS AND TAXES

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

*** Note 1:**

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

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

23. General:

SCHEME OF AMALGAMATION

(A) BACKGROUND OF THE COMPANIES

{B) RATIONALE OF THIS SCHEME

{C) OVERVIEW AND OPERATION OF THIS SCHEME

(D) PARTS OF THIS SCHEME

PARTI

DEFINITIONS AND SHARE CAPITAL

1. DEFINITIONS

"Appropriate Authority" means:

2. SHARE CAPITAL

3. DATE OF TAKING EFFECT AND IMPLEMENTATION OF THIS SCHEME

PART II

AMALGAMATION OF THE TRANSFEROR COMPANY WITH TRANSFEREE COIVIPANY

4. TRANSFER OF ASSETS AND LIABILmES

5. PERMITS

6. CONTRACTS, DEEDS ETC.

7. EMPLOYEES

UNO Minda Limited Proxy Solicitation & Information Statement 2022

* Note 1: