To
The Members,
Your Directors have pleasure in presenting to you the 38th
(Thirty Eighth) Annual Report and the audited financial statements for the year ended 31st
March, 2023.
FINANCIAL RESULTS
Particulars |
Standalone |
Consolidated |
|
31.03.2023 |
31.03.2022 |
31.03.2023 |
31.03.2022 |
1 Income |
|
|
|
|
(a) Revenue from operations |
34,924 |
27,348 |
43,001 |
29,759 |
(b) Other income |
419 |
463 |
158 |
242 |
Total income |
35,343 |
27,811 |
43,159 |
30,001 |
2 Profit from operation before Interest, Depreciation, Other
Expenses, taxes and share of profit/ (loss) of joint ventures/associate |
7,818 |
6,201 |
9,131 |
6,500 |
3 Finance costs |
388 |
305 |
407 |
309 |
4 Depreciation and amortization expense |
1,100 |
1,028 |
1,381 |
1,120 |
5 Other expenses |
3,830 |
3,088 |
4,358 |
3,313 |
6 Exceptional Income |
(250) |
- |
- |
327 |
7 Profit from operations before share of profit of joint
ventures/ associate and taxes |
2,250 |
1,780 |
2,985 |
2,085 |
8 Share of profits of joint ventures/associate (net of taxes) |
- |
- |
(99) |
74 |
9 Profit from operations before income tax |
2,250 |
1,780 |
2,886 |
2,159 |
10 Tax expense |
|
|
|
|
(a) Current tax |
- |
463 |
243 |
547 |
(b) Deferred tax |
(160) |
(66) |
(196) |
(90) |
(c) Tax adjustments related to earlier years |
4 |
(219) |
(6) |
(217) |
Total tax expense |
(156) |
178 |
41 |
240 |
11 Profit/(loss) for the year |
2,406 |
1,602 |
2,845 |
1,919 |
12 Other comprehensive income |
|
|
|
|
(a) Items that will not be reclassified subsequently to
profit or loss |
|
|
|
|
- Remeasurement of defined benefit liabilities |
9 |
(8) |
12 |
(4) |
- Valuation gain/(loss) for fair value through comprehensive
income equity |
(90) |
- |
(90) |
- |
- Income tax relating to items that will not be reclassified
subsequently to profit or loss |
20 |
2 |
20 |
1 |
- Share of remeasurement of defined benefit liabilities (net
of tax) of an associate and joint ventures |
- |
- |
- |
1 |
- Net other comprehensive income not to be reclassified
subsequently to profit or loss |
(61) |
(6) |
(58) |
(2) |
(b) Items that will be reclassified subsequently to profit or
loss |
|
|
|
|
- Exchange Difference in translating financial statement of
continuing foreign operations |
- |
- |
45 |
31 |
13 Other comprehensive income for the year (net of tax) |
(61) |
(6) |
(13) |
29 |
14 Total comprehensive income for the year |
2,345 |
1,596 |
2,832 |
1,948 |
COMPANY PERFORMANCE
The financial statements have been prepared as per the IND-AS
prescribed by the Institute of Chartered Accountants of India (ICAI).
Standalone Financials: During the year under review, your Company has
achieved turnover of H 34,924 Million against H 27,348 Million during previous year
registering a growth of 27.70 %.
The Company has reported a Profit of H 2,406 Million as against Profit
of H 1,602 Million during previous year with an increase of 50.19% over the previous year.
Consolidated Financials: During the year under review, your Company has
achieved a consolidated turnover of H 43,001 Million against H 29,759 Million during
previous year registering a growth of 44.50%.
The Company reported a Profit of H 2,845 Million from continuing
operations as against Profit of H 1,919 Million earned during previous year with an
increase of 48.25% over the previous year.
DIVIDEND
The Board of Directors of your Company has recommended a final dividend
of H 0.80 per equity share (i.e. @ 40%) on 239,079,428 Equity Shares of H 2/- each fully
paid up for the year ended March 31, 2023. The dividend proposal is subject to the
approval of members at the ensuing Annual General Meeting scheduled to be held on July 27,
2023. This is in addition to the interim dividend of H 0.40/- per equity share (i.e. @
20%) declared by the Board in its meeting held on February 08, 2023. The total dividend
for FY 23 aggregates to H 1.20/- per equity share (i.e. @ 60%) as against H 1 per share
(i.e. @ 50%) per equity share paid for the last year.
DIVIDEND DISTRIBUTION POLICY
In line with Regulation 43A of SEBI (Listing Obligations and Disclosure
Requirements) (Second Amendment) Regulations, 2016, your Company has formulated a Dividend
Distribution Policy which is available at the Company's website i.e.
https://sparkminda.com/wp-content/uploads/2020/04/ Dividend-Policy.pdf
INDUSTRY UPDATE
FY23 ended on a positive note for Indian automobile industry, emerging
as a success story by bouncing back from the challenges posed by the pandemic, subdued
demand, and supply chain constraints. With growth in overall automobile domestic sales of
12.5% in 2022-23, the industry recorded highest passenger vehicle sales with an annual
growth of 25.4%. Commercial Vehicles and Three-Wheelers posted growth of 27% and 13%
respectively, driven by higher off-take of Passenger Carriers. The Two-wheelers segment
grew by a moderate 9%, after witnessing de-growth for previous three consecutive years.
These segments are yet to reach the pre-pandemic levels. The automotive industry is
witnessing a surge in demand owing to various factors, such as an increasing disposable
income and a young, aspiring population and upbeat activity in the infrastructure sector.
Moreover, the availability of credit and financing options has made
owning a vehicle more accessible. Favorable Policy initiatives ranging from impact of new
PLI Schemes, encouraging announcements in Budget, forward looking Logistic & Foreign
Trade Polices and recently announced Gas pricing Guidelines would go a long way in
supporting the growth of the Industry.
CREDIT RATING
India Ratings & Research (Ind-Ra) and CRISIL have assigned below
credit ratings to the Company:
Rating Agencies |
Instrument |
Ratings |
India Ratings & Research |
Term Loan |
IND AA-/Stable |
|
|
(Affirmed) |
|
(Fund-based and Non-fund-based) |
IND AA-/Stable/ |
|
Working Capital Limits |
IND A1+ (Affirmed) |
CRISIL |
Long-term Rating |
CRISIL AA-/Stable |
|
Short- term Rating |
CRISIL A1+ |
|
|
(Reaffirmed) |
India Ratings & Research (Ind-Ra) has re-af_irmed the credit rating
during the year under review whereas CRISIL has upgraded the long-term rating from CRISIL
A+/Positive to CRISIL AA-/Stable and re-af_irmed the short-term rating.
SHARE CAPITAL
The paid-up Equity Share Capital as on 31st March, 2023 is
H 478,158,856/- (Rupees Four Hundred Seventy-Eight Million
OneHundredFifty-EightThousandandEightHundredFifty-Six Only) divided into H 239,079,428/-
(Two Hundred Thirty-Nine Million Seventy-Nine Thousand Four Hundred Twenty-Eight only)
Equity Share of H 2/- each. The authorized share capital of the Company is H 1,577,000,000
(Rupees One Thousand Five Hundred Seventy-Seven Million Only) and the authorized share
capital of the Company has been re-classified as divided into 692,500,000 (Six Hundred
Ninety-Two Million and Five Hundred Thousand only) equity shares of H 2/- (Rupees Two
only) each aggregating to H 1,385,000,000/- (Rupees One Thousand Three Hundred Eighty-Five
Million Only) and 240,000 (Two Hundred and Forty Thousand) preference shares of H 800/-
(Rupees Eight Hundred only) each aggregating to H 192,000,000/- (Rupees One Hundred
Ninety-Two Million Only).
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to the applicable provisions of the Companies Act, 2013, read
with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the
IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the
Company to the IEPF, established by the Government of India, after the completion of seven
years. Further, according to the IEPF Rules, the shares on which dividend has not been
paid or claimed by the shareholders for seven consecutive years or more shall also be
transferred to the demat account of the IEPF Authority. During the year under review, the
Company has transferred the unclaimed dividend (final) of H 34,445.80 (Thirty-Four
Thousand Four Hundred and Forty-Five Rupees point Eighty Paisa Only) for the year 2014-15
and the unclaimed dividend (interim) of H 34,008.20 (Rupees Thirty-Four Thousand Eight and
Twenty Paisa Only) for the year 2015-16 to IEPF. Year-wise amounts of unpaid / unclaimed
dividends transferred to IEPF and the corresponding shares, is provided in the Shareholder
Information Section of Corporate Governance Report and are also available on
Company's website at www.sparkminda. com.
The details of the nodal officer appointed by the Company under the
provisions of IEPF Rules are available on the website of the Company i.e.
https://sparkminda.com/wp-content/uploads/2023/01/Investor_Grievance_Redressal_
Policy.pdf.
EMPLOYEE STOCK OPTION SCHEME 2017
Your Company with the objective of introducing a long-term incentive
tool to attract, motivate, retain talent and reward loyalty, formulated Minda Corporation
Limited Employee Stock Option Scheme 2017 ("ESOP 2017") for grant of a maximum
of 53,41,840 stock options to the eligible employees of the Company. Nomination and
Remuneration Committee of the Company has granted total 44,87,646 stock options to the
eligible employees of Minda Corporation Limited and its subsidiaries (Refer note 2.41) of
notes to accounts in financial statements. A certificate from the secretarial auditors of
the Company that the Scheme has been implemented in accordance with the applicable SEBI
Guidelines and the resolution passed by Members would be placed at the Annual General
Meeting for inspection by Members. There is no material change in the scheme, the same
follows the applicable regulations. The necessary disclosure pursuant to Regulation 14 of
the SEBI (Share Based Employee Benefits and sweat equity) Regulations 2021 with regard to
Employee Stock Option Scheme of the Company is available at Company's website i.e.
https://sparkminda.com/ wp-content/uploads/2023/07/ESOP_Annexure_2022-23.pdf.
DEPOSITS
The Company has neither invited nor accepted any deposits from the
public falling within the preview of section 73 of the Act read with the Companies
(Acceptance of Deposits) Rules, 2014 during the year. There is no unclaimed or unpaid
deposit lying with the Company as on March 31, 2023.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report (MD&A) for the year under
review, as stipulated under Regulation 34 of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a
separate section forming part of this Annual Report.
CORPORATE GOVERNANCE
Your Company follows the highest standards of Corporate Governance best
practices. It adheres to and has implemented the requirements set out by SEBI's
Corporate Governance norms. A separate section on Corporate Governance forms a part of the
Directors' Report.
A certificate confirming the compliance of conditions of Corporate
Governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 from Ranjeet Pandey & Associates, Practicing Company Secretaries, is
forming part of the Annual Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
As per SEBI Circular dated May 10, 2021, a Business Responsibility and
Sustainability Report is attached and forming part of this Annual Report.
CONSOLIDATED FINANCIAL STATEMENT
In accordance with the Companies Act, 2013 ("the Act") and
Indian Accounting Standard (Ind AS) 110 on Consolidated Financial Statements read with Ind
AS 28 investment in associate and joint ventures and Ind AS 112 on disclosure of interest
in other entities, the audited consolidated financial statement is provided in the Annual
Report.
The performance of the Company on consolidated basis is also discussed
at length in the Management Discussion and Analysis, which forms part of this
Directors' Report.
DIRECTORS/KEYMANAGERIALPERSONNEL-APPOINTMENT, RE-APPOINTMENT &
RESIGNATION
During the year under review, there was no change in the composition of
the Board of Directors and Key Managerial Personnel of the Company.
Mr. Ashok Minda (DIN: 00054727) was re- appointed as Chairman &
Group CEO of the Company w.e.f August 01,
2022 for a period of 3 (Three) years as recommended by the Nomination
& Remuneration Committee and approved by the Board of Directors in their meeting held
on May 17, 2022 which was approved by the shareholders in the last AGM of the company held
on July 28, 2022.
In accordance with the provisions of Section 152 of the Companies Act,
2013 and the Articles of Association of the Company, Mr. Ashok Minda (DIN: 00054727),
Chairman and Group CEO of the Company retires by rotation at the ensuing Annual General
Meeting and being eligible, offer himself for re-appointment. Upon his appointment, he
will continue to act as Chairman & Group CEO of the Company.
The Company has received declarations of independence from all the
Independent Directors confirming that they meet the criteria of independence as prescribed
under section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and that they meet the criteria of
independence.
The Board is of the opinion that all the Independent Directors of the
Company are persons of integrity and possess relevant expertise and experience (including
the proficiency) to act as Independent Directors of the Company. The Independent Directors
of the Company have confirmed that they have registered with the Indian Institute of
Corporate Affairs, Manesar and have included their name in the databank of Independent
Directors within the statutory timeline as required under Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2014.
Details of the Familiarization Programme Module for Independent
Directors is provided in the Corporate Governance Report forming part of the annual report
of the Company.
The Board of Directors in their meeting held on August 12, 2019 has
designated Mr. Avinash Parkash Gandhi as the Lead Independent Director of the Company. The
role of the Lead Independent Director is available on the Company's website:
https://sparkminda.com/wp-content/ uploads/2022/04/Role-of-Lead-Independent-Director.pdf
PERFORMANCE EVALUATION OF THE BOARD, COMMITTEES AND DIRECTORS
The Board of Directors has made a formal annual evaluation of its own
performance and that of its committees pursuant to the provisions of the Companies Act,
2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The
evaluation was done based on the evaluation criteria formulated by Nomination and
Remuneration Committee which includes criteria such as fulfilment of specific functions
prescribed by the regulatory framework, adequacy of meetings, attendance and effectiveness
of the deliberations etc.
The Board also carried out an evaluation of the performance of the
individual Directors (excluding the Director who was evaluated) based on their attendance,
participation in deliberations, understanding the Company's business and that of the
industry and in guiding the Company in decisions affecting the business and additionally
in case of Independent Directors based on the roles and responsibilities as specified in
Schedule IV of the Companies Act, 2013 and fulfilment of independence criteria and
independence from management. The actions emerging from the Board evaluation process were
collated and presented before the Chairman of Nomination and Remuneration Committee as
well as the Board. Suggestions/feedback concerning strategic, governance and operational
matters are actioned upon by the team.
As part of the evaluation process, the performance of non-independent
directors, performance of the Board as a whole, performance of the Committee(s) of the
Board and the performance of the Chairman was evaluated by the Independent Directors in a
separate meeting of independent directors held on March 28, 2023 considering the views of
other directors.
BOARD AND AUDIT COMMITTEE MEETINGS
During the year under review, 4 (four) Board Meetings, 8 (eight) Audit
Committee Meetings were convened and held apart from other Committee's meetings of
the Company. The details of all the meetings are given in the Corporate Governance Report.
The intervening gap between the Meetings was within the period prescribed under the
Companies Act, 2013.
The calendar of Board and Committee Meetings were prepared and
circulated in advance to the Directors.
COMMITTEES OF THE BOARD
As on March 31, 2023, there are 7 (seven) Committees of the Board viz:
Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship
Committee, Corporate Social Responsibility & Sustainability Committee, Risk Management
Committee, Executive Committee and Investment Committee. A detailed note on the
composition of the Board and its Committees is provided in the Corporate Governance Report
section of this Annual Report.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
Pursuant to the provisions of section 134(3)(e) and Section 178(3) of
the Companies Act, 2013 and the SEBI Listing Regulations, the policy of the Company on
Directors' appointment and remuneration, including the criteria for determining
qualification, positive attributes, independence of directors and other matters like Board
Diversity are given on the website of the Company at https://sparkminda.com/
wp-content/uploads/2020/04/Nomination-Remuneration-and-Board-Diversity-Policy.pdf
The salient features of the Remuneration and Board Diversity Policy are
as under:
a) To determine remuneration of Directors, KMP, other senior management
personnel and other employees, keeping in view all relevant factors including industry
trends and practices.
b) If, in any financial year, the Company has no profits or its profits
are inadequate, the Company shall pay remuneration to its Whole-time Director in
accordance with the provisions of Schedule V and other applicable provisions.
c) To guide the Board in relation to appointment and removal of
Directors, Key Managerial Personnel and Senior Management.
d) To evaluate the performance of the members of the Board and provide
necessary report to the Board for further evaluation of the Board.
e) To recommend to the Board on Remuneration payable to the Directors,
Key Managerial Personnel and Senior Management.
f) To retain, motivate and promote talent and to ensure long term
sustainability of talented managerial persons and create competitive advantage.
g) To provide to Key Managerial Personnel and Senior Management reward
linked directly to their effort, performance, dedication and achievement relating to the
Company's operations.
h) The remuneration / compensation / commission etc. to the Whole-time
Director, KMPs and Senior Management Personnel will be determined by the Committee and
recommended to the Board for approval. The remuneration / compensation / commission etc.
shall be subject to the prior/ post approval of the shareholders of the Company and
Central Government, wherever required.
i) The remuneration and commission to be paid to the Whole-time
Director shall be in accordance with the percentage / slabs / conditions laid down in the
Articles of Association of the Company and as per the provisions of the Act. The
loans/advances to employees shall be in accordance with the conditions of service
applicable to employees and are also in accordance with the Group Human Resource Policy.
j) Increments to the existing remuneration/ compensation structure may
be recommended by the Committee to the Board which should be within the slabs approved by
the Shareholders in the case of Whole-time Director.
k) Where any insurance is taken by the Company on behalf of its
Whole-time Director, Chief Executive Officer, Chief Financial Officer, the Company
Secretary and any other employees for indemnifying them against any liability, the premium
paid on such insurance shall not be treated as part of the remuneration payable to any
such personnel.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of the Companies Act,
2013, with respect to Directors' Responsibility Statement, your Directors confirm
that:
a) In the preparation of the annual accounts, the applicable accounting
standards have been followed and no material departure was made for the same. The
financial statements of the Company for the financial year ended March 31, 2023, have been
prepared in accordance with Ind AS as prescribed under Section 133 of the Companies Act,
2013 (the "Act"), read with the relevant rules made thereunder and other
accounting principles generally accepted in India;
b) Directors have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit of the Company for the period ended on March 31, 2023;
c) Directors have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
d) The annual financial statements have been prepared on a going
concern basis;
e) Proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively;
f) Proper systems had been devised to ensure compliance with the
provisions of all applicable laws and were adequate and operating effectively.
NATURE OF BUSINESS
There has been no change in the nature of business of your Company
during the year under review.
CODE OF CONDUCT
The Company has in place a comprehensive Code of Conduct ("the
Code") applicable to Directors, Independent Directors and Senior Management
Personnel. The Code gives guidance and support needed for ethical conduct of business and
compliance of law. A copy of the Code is available on the Company's website at the
link: https:// sparkminda.com/wp-content/uploads/2020/04/Code-of-Conduct.pdf. The Chairman
& Group CEO of the Company has given a declaration that the member of Board of
Directors and Senior Management Personnel have affirmed compliance with
the code of conduct of the Board of directors and Senior Management in terms of Schedule V
(D) of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
TRANSFER TO RESERVES
During the financial year under review, there was no transfer to
General Reserve by the Company.
RELATED PARTY TRANSACTIONS
All Related Party Transactions that were entered into during the
financial year ended on March 31, 2023 were on an arm's length basis and in the
ordinary course of business under Section 188(1) of the Act and the Listing Regulations
and hence a disclosure in Form AOC-2 in terms of clause (h) of sub-section (3) of section
134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is not required.
Details of the transactions with Related Parties are provided in the accompanying
financial statements note no. 2.40 of Standalone Financial Statement & 2.39 of
Consolidated Financial Statement) in compliance with the provision of Section 134(3)(h) of
the Act. The policy on Related Party Transactions as approved by the Board may be accessed
on the Company's website at the link: https://sparkminda.com/
wp-content/uploads/2022/02/Annexure-XII-Related_Party_ Transactions_Policy.pdf
PARTICULARS OF INVESTMENTS MADE, LOANS GIVEN, GUARANTEES GIVEN AND
SECURITIES PROVIDED
Pursuant to Section 134(3)(g) of the Companies Act, 2013, particulars
of loans, guarantees or investments and securities provided under Section 186 of the
Companies Act, 2013 along with the purpose for which the loan or guarantee or security is
proposed to be utilized by the recipient are provided in the standalone financial
statement (Please refer to Note 2.39A & 2.39B for contingent liability & Note 2.37
to Consolidated Financial Statements).
During the year under review the Company has given loan of H 17 Crore
(Rupees Seventeen Crore Only) to Spark Minda Green Mobility Systems Private Limited
(Subsidiary Company) at a rate of interest of 8.0% and upon such terms and conditions as
may be mutually agreed upon between the Company and Minda Corporation Limited (Refer Note
2.14 of Standalone Financial Statements).
The Company has not given any guarantee or provided any security during
the financial year. During the year under review, your Company has invested in 1,91,40,342
(One Crore Ninety One Lacs Forty Thousand Three Hundred Forty Two) equity shares of H 1
(One) each aggregating to H 4,000 million (Four Hundred Crores). Please refer Note 2.4 of
Standalone Financial Statements and Consolidated Financial Statements.
CORPORATE SOCIAL RESPONSIBILITY
Your Company has the policy of giving back to the society and has
carried a host of CSR activities this year. In line with the requirement of Section 135 of
the Companies Act, 2013, your Company is having a Corporate Social Responsibility &
Sustainability Committee. The details of Committee are provided in Corporate Governance
Report. The CSR Policy of the Company is available on its website at the link: https://
sparkminda.com/wp-content/uploads/2020/04/Policy-on-Corporate-Social-Responsibility.pdf
Spark Minda Foundation (A wholly owned subsidiary of the Company) a
non-profit Company registered under Section 8 of the Companies Act, 2013 is the
implementing agency for implementation of CSR activities. The details of the CSR
initiatives undertaken during the financial year ended 31st March, 2023 and
other details required to be given under section 135 of the Companies Act, 2013 read with
the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended are given in
Annexure-I forming part of this Report.
A detailed discussion on CSR Projects and initiatives are included as a
separate section in the Annual Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Companies
Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith at
Annexure-II to this Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The percentage increase in remuneration, ratio of remuneration of each
director and Key Managerial Personnel (KMP) (as required under the Companies Act, 2013) to
the median of employees' remuneration, as required under Section 197(12) of the
Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is given at Annexure-III to this Report.
The statement containing particulars of employees as required under
Section 197(12) of the Companies Act, 2013, read with Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a
separate exhibit forming part of this report and is available on the website of the
Company.
The Annual Report and accounts are being sent to the shareholders
excluding the aforesaid exhibit. Shareholders interested in obtaining this information may
access the same from the Company website or send a written request to the Company at
investor@mindacorporation.com.
In accordance with Section 136 of the Companies Act, 2013, this exhibit
is available for inspection by shareholders at the website of the Company and at the
Registered Office of the Company during business hours on all working days, 21 days before
the Annual General Meeting and copies may be made available on request.
STATUTORY AUDITORS AND REPORT
At the Annual General Meeting held on July 09, 2021, M/s. S.R. Batliboi
& Co. LLP, Chartered Accountants (Firm Registration No. 301003E/E300005) were
appointed as Statutory Auditors of the Company to hold office till the conclusion of the
41st Annual General Meeting of the Company to be held in the calendar year
2026.
The Board of Directors of the Company as per the recommendation of
Audit Committee has approved the remuneration payable to S. R. Batliboi & Co. LLP,
(FRN:301003E/E300005), Chartered Accountants for the year 2023-24 at H 89,00,000/- (Rupees
Eighty-Nine Lacs Only) plus taxes and out of pocket expenses as Statutory Audit fees.
Audit Reports on Standalone Financial Statements and Consolidated
Financial Statements are self- explanatory and do not call for any further comments under
Section 134 of the Companies Act, 2013. The Auditors Report to the shareholders for the
year under review does not contain any qualification. No frauds have been reported by the
Auditors under Section 143(12) of the Companies Act, 2013 requiring disclosure in the
Board's Report.
SECRETARIAL AUDITORS AND REPORT
Ranjeet Pandey and Associates, Company Secretaries (FCS-5922; C.P. No.
6087) were appointed to conduct the secretarial audit of the Company for the financial
year 2022-23 as required under Section 204 of the Companies Act, 2013 and Rules made there
under. The Secretarial Audit Report for financial year 2022-23 forms part of this Annual
Report as Annexure-IV to this Directors' Report. There is no observation or
Negative qualification in the report except the following: -
One of the Independent Director with his wife purchased 469 (Four
Hundred Sixty-Nine) equity shares of the Company at the aggregate value of H 1,00,744
(Rupees One Lakh Seven Hundred Forty-Four) in the market during the closure of trading
window. On becoming aware, proper intimations were given by the Company to Stock Exchange
regarding the non-compliance of SEBI (Prohibition of Insider Trading) Regulations, 2015,
Board of directors of the Company was appraised and due penalties were imposed on the
independent director and his wife by the Company.
Your directors are of the opinion that the aforesaid observations is
self -explanatory and do not call for further explanation.
However, as per the information from the Independent Director these
shares were purchased by Motilal Oswal (PMS) by virtue of Power of Attorney issued to them
by the Independent Director and his spouse during the closure of trading window. Hence,
violation of Code of Conduct under SEBI (Prohibition of Insider Trading) Regulations,
2015. On becoming aware, proper intimations were given by the Company to Stock Exchange
regarding the non-compliance of SEBI (Prohibition of Insider Trading) Regulations, 2015,
Board of directors of the Company was appraised and due penalties were imposed on the
designated person.
An awareness campaign had been launched across all Designated Persons
in the Company to avoid such violation in future.
No frauds have been reported by the Auditors under Section 143(12) of
the Companies Act, 2013 requiring disclosure in the Board's Report.
COST AUDITORS
The Board of Directors has appointed Chandra Wadhwa & Co., Cost
Accountants as Cost Auditors (Firm Registration No. 00239) for conducting the audit of
cost records made and maintained by the Company for the financial year 2023-24 pursuant to
Section 148 of the Companies Act, 2013.
In accordance with the provisions of section 148 of the Act read with
the Companies (Audit and Auditors) Rules, 2014, since the remuneration payable to the Cost
Auditor for financial year 2023-24 is required to be ratified by the members; the Board
recommends the same for approval by members at the ensuing AGM.
No frauds have been reported by the Auditors under Section 143(12) of
the Companies Act, 2013 requiring disclosure in the Board's Report.
LISTING
Equity Shares of your Company are presently listed at National Stock
Exchange of India Limited (NSE) and Bombay Stock Exchange Limited (BSE). The Annual
Listing fees for financial year 2023-24 have been paid to the concerned Stock Exchanges.
SECRETARIAL STANDARDS
During the year under review, the Company has complied with the
provisions of the applicable Secretarial Standards issued by the Institute of Companies
Secretaries of India. The Company has devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards issued by the Institute of Company
Secretaries of India and such systems are adequate and operating effectively.
ANNUAL RETURN
The Annual Return of the Company in accordance with Section 92(3) of
the Companies Act, 2013 is available on the website of the Company at
https://sparkminda.com/annual-returns/
PERFORMANCE OF SUBSIDIARIES
The consolidated financial statements of the Company prepared in
accordance with the Companies Act, 2013 and applicable accounting standards form part of
the Annual Report. The consolidated financial statements include the financial statements
of its subsidiary Companies.
During the year under review, there is no company which has
become or ceased to be its Subsidiary, Joint Ventures or Associate |
1) Minda Europe B.V., Netherlands |
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2) Spark Minda Foundation |
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3) P T Minda Automotive, Indonesia |
Company. The details of subsidiaries, associates, Joint
Ventures as on March 31, 2023 is as under:-Subsidiaries |
4) Minda Vietnam Automotive Co. Ltd., Vietnam |
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5) P T Minda Automotive Trading, Indonesia |
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6) Almighty International PTE Limited, Singapore |
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7) Spark Minda Green Mobility Systems Private Limited |
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8) Minda Instruments Limited, India |
Jointly control entity / Associate |
1) Minda Infac Private Limited |
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2) Minda Vast Access Systems Private Limited, India |
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3) Furukawa Minda Electric Private Limited, India |
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4) EVQ Point Solutions Private Limited |
Pursuant to the provisions of section 136 of the Companies Act, 2013,
the financial statements including consolidated financial statements along with the
relevant documents and audited accounts of subsidiaries are available on the website of
the Company at https://sparkminda.com/annual-reports-of-subsidiaries/
Pursuant to section 129 of the Companies Act, 2013 a statement in Form
AOC-1, containing the salient features of the financial statements of the Company's
subsidiaries is attached with the financial statements. The statement provides details of
performance and financial position of each of the subsidiaries. The contribution of the
subsidiaries to the overall performance of the company is given in the consolidated
financial statements.
The Financial Statements of the subsidiaries shall be made available to
the shareholders seeking such information and shall also be available for inspection at
its Registered Office.
The Policy for determining material subsidiaries as approved
maybeaccessedontheCompany'sWebsiteininvestorsection:
https://sparkminda.com/wp-content/uploads/2020/04/
Policy-on-Material-Non-Listed-Subsidiary.pdf
ADEQUACY OF INTERNAL FINANCIAL CONTROL
Internal financial control means the policies and procedures adopted by
the Company for ensuring the orderly and efficient conduct of its business, including
adherence to Company's policies, the safeguarding of its assets, timely prevention
and detection of frauds and errors, the accuracy and completeness of the accounting
records, and the timely preparation of reliable financial information. The Company has put
in place well defined procedures, covering financial and operating functions. Delegation
of authority and segregation of duties are also addressed to ensure that the financial
transactions are properly authorized. Further the Company has an integrated ERP system
connecting head office, plant and other locations to enable timely processing and proper
recording of transactions. Physical verification of fixed assets is carried out on a
periodical basis. The Internal audit department reviews the effectiveness of the internal
control systems and key observations are reviewed by the Audit Committee. These, in the
view of the Board, are designed to collectively provide an adequate system of internal
financial control with reference to the financial statements commensurate with the size
and nature of business of the Company.
RISK MANAGEMENT
The company has developed and implemented a detailed risk management
policy for the Company including identification therein of elements of risk, if any, which
in the opinion of the Board may threaten the existence of the Company as required under
the Companies Act, 2013 read with Regulation 21 of the Listing regulations.
The Company has constituted a Risk Management Committee of the Board
comprising of an executive director, a Non-executive director (Nominee Director) and an
independent director of the Company as required under Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee
reviews the risk management initiatives taken by the Company on quarterly basis and
evaluate its impact and the plans for mitigation. During the year, the Committee met on
June 10, 2022, September 23, 2022, December 12, 2022 and March 29, 2023. The Risk
Management Policy can be accessed on the Company's website at the link: https://
sparkminda.com/wp-content/uploads/2022/02/Annexure-XIIA-Risk_Management_Policy.pdf
This policy forms part of the internal control and corporate governance
process of the Company. Basically, the aim of this policy is not to eliminate risks,
rather to mitigate the risks involved in the Company activities to maximize opportunities
and minimize adversity by considering the following: -
Identification of risk, define ownership with clearly defined
roles and responsibilities;
Balance between the cost of managing risk and the anticipated
benefits;
Contributing to more efficient use/allocation of capital and
resources;
To encourage and promote a pro-active approach towards risk
management;
Identifying any unmitigated risks and formulating action plans
for its treatment through regular review.
HUMAN RESOURCES
While 2022-23 was the year of accelerating the digital adoption in
Human Resources function, the focus was accentuated towards nurturing talent. In FY
2023-24, SPARK MINDA GROUP is on a mission towards relentlessly investing in technological
advancements in HR arena to enhance employee experience by raising the bar of every
process.
Talent Acquisition & Internal Job Postings: To improve efficacy
and adhere transparency, all lateral hiring is being digitalized. From the initial steps
of manpower requisition to selection process, all process is being captured with
appropriate particulars. Our Core Value is "Nurturing Talent" focuses on
providing growth opportunities and support for development of self as well as team. The
Internal Job postings are released to be applied by employees to find "Growth
Opportunity within the Organization".
Young Spark: The "Young Spark" Campus program was
launched to attract young engineers, trainees and professionals to the automobile
component industry. The program is now unified in the annual HR calendar. This year the
target is to bring 100+ Young Spark into the organization.
Diversity & Inclusion: We are pivoting towards Diversity
& Inclusion to balance the development of Talent with equal
opportunity. SPARK MINDA always endeavors to recruit diversified talent to bring strategic
thinking process. "Women in Leadership Role" is an immensely important project
incorporated in HR operation for this current year.
HR strategy for Future Readiness: An integrated approach to
attract, motivate, engage and retain the right people in the right place at the right time
is embedded in our HR strategy to drive our future readiness. Our company's
competitiveness is clearly impacted by People Manager's ability to Build High
Performing Team, Drive Strong Performance Culture, Nurture Internal Talent by effectively
deploying the process with adequate tools
Performance Management: SPARK MINDA drives to cultivate and
stimulate the environment of "Performance-Oriented Culture" which is constantly
impelling to "Pay for Performance. SMART Goal setting with proper periodical
Check-In's is the foremost factor to drive "Passion for Excellence".
Talent Management: Our organization integrates the Performance
Management process, Succession planning, Employee engagement, Rewards in one calendar. The
output of one will be the input of other resulting the generation of future leaders which
is meticulously driven to incubate the leadership acumen.
Talent Review: People Managers act in accordance with Talent Cards
of employees to drive the Individual Development Plan for HiPo's and Performance
Improvement Plan for low performers. The Company always maintains a conducive and open
environment for Talent Review discussions. SPARK Minda has a legacy to discuss the plan of
30:60:90 days with Senior Management Committee and Executive Committee members
Job Rotation: Job Rotation is part of the core values
"Nurturing Talent". Each year a set of Talent is being rotated between location
/ function to provide employees an enriched experience. This is enabled by the Talent
Review Council's.
Future Ready People Managers Capability Building: All people
managers act as Talent Champions who believe in our Company's vision of being a
"Preferred Employer". As Talent Champions, we consider employees as equal owners
& stakeholders resulting in a "People-Centric Talent Management Process".
This aims to build a rich and vibrant inclusive work-culture and also continue to nurture
employees towards greater efficiency.
Training and Development Plan: Skill enhancement has been at the
core of our organisation which is clearly visible through our comprehensive strategy
towards training. Latest technological and process disruptions are appraised. SPARK MINDA
emphasizes on Learning Management module: LMS Gurukul to thrive the culture of development
and competency mapping for existing roles.
To accomplish organizational business plans, "Associates Learning
Development Plan", "Supervisor Skill Development Program" have been
institutionalized at a Group Level, spread across a period of 2-3 months with an objective
of Strengthening in the area of employee relations, Knowledge & skill developments,
Nurturing and capability building, Learning within the Group/Plant.
A structured 6-month intervention "Managerial development Plan
-MDP" & "Managerial Excellence Program - MEP" has been initiated to
assist experienced managers to move to next Level of leadership. These Program are planned
across all manufacturing units by Subject Matter Experts and Trainers.
Workforce planning: Spark Minda emphasizes on the process of
analyzing, forecasting, and planning workforce supply and demand, assessing gaps, and
determining target talent management interventions to ensure the accomplishment of
strategic objectives. This year HR initiative is to compass the Indirect Head Count ~ 25%
of total Business Vertical Head Count. LTS: Our Company prepares a Long-Term
Strategy for next 3 to 5 years based on the trend and performance of group with respect to
market and technology. The guidelines are issued on annual basis and target is to complete
the LTS exercise in January every year.
Budget: Every business vertical while preparing the budget needs to
follow the best practices and should align the budget with Industry forecast &
Long-term Strategy of the group for the subjected year. Detailed, zero-based, realistic,
forward-looking & benchmarked with main competitor's financial metrics.
Culture: Our Culture is an important part of our existence
We encourage innovation, experience sharing, confronting fearlessly, challenging status
quo and taking ownership. We trust our people and we believe that the demonstration &
investment in trust is the ultimate expression of care. Emphasis and Evaluation is being
considered for setting an agile structure and development to balance all around
sustainability.
Engagement: Spark Minda onsets "VIBE" as a social
platform of employee engagement. VIBE acts as "MINDA Facebook" to wish
birthdays, anniversaries, circulate notice, organise quiz and to upload events and
engagements at group level.
ESG: To balance the development among social, economic and
environmental sustainability, various activities in CSR and employee engagement covered to
ensure attainment of Sustainable Development Goals.
Policies and Value: Our organization is proud of "Living Our
Values" "Passion for Excellence", "Nurture Talent, competency
and willingness", "Respect and Humility". These are engrained in every
employee and in their every action. We celebrate our essential values through policies and
procedures implemented with utmost discipline. POSH Prevention of Sexual Harassment
and Whistle-blower Policy are some of our foremost policies. We ensure the safety of our
employees as a priority, and are committed towards ensuring a harmonious and productive
work environment.
We follow a Culture of Strategic Thinking, Business Acumen, Enabling
Change, Passion & Execution, Team Orientation and being One SPARK MINDA
GROUP' which enable us to be a closely-knit group.
AWARDS
During the year under review, your Company has received awards and
recognitions, which have been mentioned in Award section of this Annual Report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Our Company is committed to the highest standards of ethical, moral and
legal business conduct. Accordingly, Vigil Mechanism/Whistle Blower Policy was formulated
which provides a platform to all the stakeholders (employees, directors, customers,
vendors etc.) of group to raise their genuine concerns & grievances, to build and
strengthen a culture of strong governance, transparency and trust within the organization
by disclosing information internally without fear of reprisal or victimization. The
purpose of this Policy is to provide a framework to promote responsible whistle blowing by
stakeholders. The policy is consistent with the relevant provisions of the Companies Act,
2013 and the Listing Agreement with the Stock Exchanges in India. The policy also provides
direct access to the whistle blower ombudsman and Chairperson of the Audit Committee
through e-mail, post and telephone for reporting any matter and no personnel has been
denied access to the audit committee during the year under review. The Audit Committee
reviews reports including action plan under this policy.
During the year, Company's Compliance programme was further
strengthened by assessing the existing policies and procedures from an Anti-Bribery and
Anti-Corruption perspective. Based on the assessment, Company further instituted in place
an Anti-Bribery and Anti-Corruption ("ABAC") policy in line with the leading
industry practices and applicable laws such as The Prevention of Corruption Act, 1988, The
Foreign Corrupt Practices Act (US), 1977 and the UK Bribery Act, 2010. Subsequent to the
institutionalization of the ABAC policy, Company plans to conduct entity-wide trainings
educating the employees about the applicability of laws, importance of its abidance and
guidance in place to safeguard Company from the associated risks.
The policy encourages the employees and other parties to report, which
he/ she believes; shows serious "Concern / Disclosure" without any fear of
retaliation within the company.
The same has also been displayed on the website of the Company and the
link for the same is: https://sparkminda.
com/wp-content/uploads/2022/04/Whistle_Blower_Policy_ unsigned.pdf
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE POLICY
As per the requirement of "The Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act, 2013 (Act')" and
Rules made there-under, your Company has constituted Internal Complaint Committees (ICC).
The Company has zero tolerance for sexual harassment at workplace. While maintaining the
highest governance norms, the Company has also appointed external independent persons, who
have requisite experience in handling such matters. During the year, the Company has
received 1 (One) complaint of sexual harassment, which has been resolved.
GENERAL
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these items during the
year under review:
1. Issue of equity shares with differential rights as to dividend,
voting or otherwise.
2. Issue of shares (including sweat equity shares) to employees of the
Company under any scheme save and except ESOP referred to in this Report.
3. Neither the Executive Director nor the Whole-time Directors of the
Company receive any remuneration or commission from any of its subsidiaries. Ms. Pratima
Ram, Independent Director of the company also holds position of Independent Director on
the board of Minda Instruments Limited (Formerly known as Minda Stoneridge Instruments
Limited) receives sitting fee for attending Its Board/Committee Meetings.
4. No significant material orders have been passed by the regulators or
court(s) or tribunal(s) which would impact the going concern status of the Company and its
future operations.
5. No such order is passed by any Regulators or Courts or Tribunals
which would impact the going concern status of the Company and its future operations.
6. Details of application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 during the year along with status at the end of the
financial year: NOT APPLICABLE
7. Details of difference between the amount of valuation done at the
time of one-time settlement and valuation done while taking loan from the Banks or
Financial Institutions along with reasons thereof: NOT APPLICABLE
8. Your Company has not given, whether directly or indirectly and
whether by means of a loan, guarantee, the provision of security or otherwise, any
financial assistance for the purpose of, or in connection with, a purchase or subscription
made or to be made, by any person of or for any shares in the Company.
EVENT OCCURRED AFTER BALANCE SHEET DATE
No major events have occurred after the date of balance sheet of the
Company for the year ended on March 31, 2023.
MATERIAL CHANGES AND COMMITMENTS
Pursuant to Section 134(3)(l) of the Companies Act,2013 there is no
material change and commitment, affecting the financial position of the company which has
occurred between the end of the financial year i.e. March 31, 2023 and the date of this
report.
APPRECIATIONS AND ACKNOWLEDGMENTS
Your Directors place on record their appreciation of the invaluable
contribution made by the Company's employees which made it possible for the Company
to achieve these results. They would also like to take this opportunity to thank
customers, dealers, suppliers, bankers, financial institutions, business associates and
valued shareholders for their continued support and encouragement.
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For and on behalf of the Board of |
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Minda Corporation Limited |
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Sd/- |
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Ashok Minda |
Place: Noida |
Chairman & Group CEO |
Date: May 19, 2023 |
DIN: 00054727 |
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