To the Members of Uno Minda Limited
(Formerly known as Minda Industries Limited)
The Board of Directors hereby submit its 32nd report along
with the audited financial statements of the Company for the financial year ended on 31
March 2024. The standalone and consolidated performance of the Company is summarised
below:
FINANCIAL RESULTS
(Amount ' in Crores, unless otherwise stated)
Particulars |
Standalone |
Consolidated |
|
FY 2023-24 |
FY 2022-23* |
FY 2023-24 |
FY 2022-23 |
Revenue from Operations |
8,983.30 |
7,187.13 |
14,030.89 |
11,236.49 |
Other Income |
135.88 |
115.11 |
33.76 |
48.89 |
Total Expenses |
8,388.86 |
6,732.98 |
13,084.87 |
10,493.96 |
Profit before Share of profit of associates & Joint
Venture, exceptional items and tax |
730.32 |
569.26 |
979.78 |
791.42 |
Add: Exceptional item |
0 |
(4.63) |
26.62 |
- |
Add: Share of net profit in associates and joint ventures |
- |
- |
185.43 |
99.93 |
Less: Tax Expense |
144.49 |
101.88 |
267.12 |
191.12 |
Net profit for the period after taxes |
585.83 |
462.75 |
924.71 |
700.23 |
Less: Non-controlling interest |
- |
- |
44.40 |
46.68 |
Profit for the year attributable to the Owners of the Company |
585.83 |
462.75 |
880.31 |
653.55 |
Add: Other Comprehensive income for the year attributable to
the Owners of the Company |
(47.82) |
51.17 |
(38.30) |
78.14 |
Total Comprehensive income for the year attributable to the
Owners of the Company |
538.01 |
513.92 |
842.01 |
731.69 |
Earnings per share (EPS): |
|
|
|
|
Basic (in ') |
10.22 |
8.09 |
15.36 |
11.42 |
Diluted (in ') |
10.21 |
8.08 |
15.34 |
11.37 |
Other Equity attributable to the Owners of the Company |
3,690.67 |
3,173.38 |
4,827.95# |
4,041.26# |
* Previous Year Values have been restated or regrouped to give the
effect of Scheme of Amalgamation as approved during the year. #(excluding revaluation
reserve shown in balance sheet).
Company's Performance Standalone
The standalone revenue from Operations for FY 2023-24 increased by 25%
over previous year and stood at ' 8,983.30 Crores as against ' 7,187.13 Crores in previous
year. The profit after tax for the FY 2023-24 increased by 26.60% over previous year and
stand at ' 585.83 Crores as against ' 462.75 Crores in the previous year. Total
comprehensive income for the FY 2023-24 was ' 538.01 Crores as against ' 513.92 Crores in
the previous year.
Consolidated
The consolidated revenue from Operations for the FY 202324 increased by
24.87% over previous year and stood at ' 14,030.89 Crores as against ' 11,236.49 Crores in
previous year. The profit after tax attributed to the Owners for the FY 2023-24 increased
by 34.70% over previous year and stood at ' 880.31 Crores, as against ' 653.55 Crores in
the previous year. Total comprehensive income attributed to the Owners of the Company for
the FY 2023-24 was ' 842.01 Crores as against ' 731.69 Crores in the previous year.
A detailed analysis of the performance, consolidated as well as
standalone, is included in the Management Discussion and Analysis Report, which forms part
of the Annual Report.
Consolidated Financial Statements
Pursuant to Section 129(3) of the Companies Act, 2013, (the
"Act") the consolidated financial statements of the Company and its
subsidiaries, associates and joint ventures, prepared in accordance with the relevant
Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014, forms part of this Annual Report.
PERFORMANCE AND OUTLOOK
India has emerged as an economic powerhouse, consistently showcasing
its prowess on the global stage. With an expected GDP growth of 7.8% growth for FY
2023-24, India would remain one of the world's fastest-growing major economy for the third
year running. Strong domestic demand driven by private consumption and investment,
government reforms and initiatives implemented over the past decade. Investments in both
physical and digital infrastructure, along with measures to boost manufacturing, have
bolstered the supply side, provided a significant boost to economic activity in the
country.
Mirroring the Indian economy's growth trend, the auto industry and its
component sector have also experienced impressive growth. India auto industry grew by 13%
during FY 2023-24 to 28.4 Million units in comparison to 25.9 Million units last year. Led
by the utility vehicles, passenger vehicles segment achieved yet another year of record
performance reaching all time high of 4.9 Million annual production. Twowheeler segment
also witnessed good recovery with over 21.4 Million units. The impressive growth is
characterised by a clear preference for enhanced features and improved comfort.
The Company, supported by industry volumes and its strategic
investment, has demonstrated excellent performance with 24.87% growth in annual
consolidated revenues to 14,031 Crores in FY 2023-24 as against ' 1 1,236 Crores in FY
202223. The growth was evident across all product lines, with particularly strong
performances from EV Products, Lighting, Switch, Sensor, Controllers and Alloy Wheel
business. Some of the businesses/Initiatives which played significant role in the
substantial growth are
One - Capacity expansion and ramp up in 4W Alloy wheel, 2W Alloy
wheel, 4W Lighting Gujarat plant and 4W Switch Chennai plant
Two - Increase in revenues from EV Specific products under Uno
Minda Friwo and Controller Division
Three - Market Share gains in 4W Lighting business
Four - Increase in kit value with higher sales of SUVs in
passenger vehicles and premium model in 2W
And Five - Increase in exports for Seating and 2W Switch
business
We would like to highlight that industry volume growth for FY 2023-24
was 10% as against which we have grown by 2.5x significantly higher than our long-term
guidance 1.5x. The EBIDTA for the period grew by 28% at ' 1,585 Crores registering EBIDTA
margins of 11.3%. The consolidated profit after tax which is Uno Minda's share for the
period was at ' 880 Crores as against ' 654 Crores in corresponding period last year
reporting growth of 35%.
Moving ahead, the growing demand for enhanced features, safer and
greener mobility, and localisation opens a new chapter with immense potential. The Company
is strategically positioned for the future, investing in a robust product portfolio and
emerging technologies that aligns with these key trends. Our diversified product portfolio
including unparallel EV products portfolio and continuous capacity and capabilities
expansion solidify our confidence in outperforming the industry over next decade as well.
DIVIDENDS
The Board at its meeting held on 7 February 2024, declared an interim
dividend of ' 0.65 per equity share i.e. 32.50% to the equity shareholders of the Company.
Further, the Board at its Meeting held on 23 May 2024 has recommended a final dividend of
' 1.35 per equity share i.e. 67.50 % for the financial year ended on 31 March 2024,
subject to the approval of shareholders at the ensuing Annual General Meeting of the
Company. The total dividend for the financial year ended on 31 March 2024 aggregates to '
2 per equity shares of ' 2 each i.e. 100%.
The Company has complied with the dividend distribution policy of the
Company, the copy of which is available on the website of the Company at
https://www.unominda.com/ uploads/investor/policies/Dividend-Policv.pdf
TRANSFER TO RESERVE
The Company has not proposed any amount to be transferred to the
General Reserve.
SHARE CAPITAL
1) Authorised Share Capital
The Authorised share capital of the Company as on 31 March 2024 is '
7,22,75,33,980, comprising of 179,15,19,740 No. of equity shares of ' 2 each and
2,75,00,000 No. of 8% Non-Cumulative Redeemable Preference Shares of ' 10 each and
3,36,94,945 No. of 0.01% Non-Cumulative Redeemable Preference Shares of ' 100 each.
During the year, the changes in the authorised share capital of the
Company is mentioned herein below:
A. Pursuant to an order passed by Hon'ble NCLT, New Delhi Bench dated
13 July 2023 in the matters of composite scheme of arrangement between Harita Fehrer
Limited, Minda Storage Batteries Private Limited and their respective shareholders and
creditors with Uno Minda Limited, the Authorised Share Capital of the Company was enhanced
from ' 5,1 1,69,20,500 to ' 7,14,75,33,980.
B. Pursuant to an order passed by Hon'ble NCLT, New Delhi Bench dated
12 December 2023, in the matters of Scheme of Amalgamation of Minda I Connect Private
Limited with Uno Minda Limited, and their respective shareholders and creditors the
Authorised Share Capital of the Company was enhanced from ' 7,14,75,33,980 to '
7,22,75,33,980.
2) Issued, Subscribed and Paid-up Share Capital
The issued, subscribed and paid-up equity share capital of the Company
as on 31 March 2023 was ' 114,60,27,428 comprising of 57,30,13,714 No. of equity shares of
' 2 each. The Subscribed and Paid-up Equity Share capital of the Company as on 31 March
2024 stands at ' 114,81,89,150 comprising of 57,40,94,575 No. of equity shares of ' 2
each. The details of change in Paid- up Equity Share Capital during the year, is mentioned
herein below:
A. Issue of equity shares pursuant to ESOP Scheme
During the year, pursuant to UNOMINDA Employee Stock Option Scheme,
2019 and in accordance with the relevant provisions of the Securities and Exchange Board
of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, Section
62(1)(b) of the Companies Act, 2013 and the relevant Rules made thereunder, the Company
has issued and allotted 2,60,990 Equity Shares of ' 2 each to the Employees of the
Company, its subsidiaries, associates and Joint ventures, who had exercised the ESOP
Options.
B. Scheme of Amalgamation of Minda I Connect Private Limited with Uno
Minda Limited
The Company upon approval of Board of Directors in their meeting held
on 19 January 2024 has allotted 8,19,871 equity shares of ' 2 each of the Company to the
eligible shareholders of Minda I Connect Private Limited, pursuant to the scheme of
Amalgamation of Minda I Connect Private Limited (Transferor Company) with Uno Minda
Limited (formerly known as Minda Industries Limited) (Transferee Company) and their
respective Shareholders and Creditors, as approved by Hon'ble National Company Law
Tribunal (NCLT), New Delhi Bench vide its Order dated 12 December 2023.
ISSUANCE OF UNLISTED COMMERCIAL PAPER
The Company has issued the Unlisted Commercial Paper for an amount of
'100 Crores which was allotted on 12 April 2024. The said Commercial Paper are due for
maturity on 26 June 2024.
ISSUANCE OF NON-CONVERTIBLE LISTED DEBENTURES
The Board of Directors in their meeting held on 09 August 2023 granted
its in-principal approval for issuance of Listed, Non-Convertible Debentures upto '400
Crores, in one or more tranches and accordingly the Company filed its draft General
Information Document ("GID") and Key Information Document ("KID") with
BSE Limited, the designated Stock Exchange on 07 November 2023. BSE Limited has granted
its in-principal approval on 22 November 2023.
Further, upon approval of members of NCD Committee in its meeting held
on 18 April 2024, the Company has approved the issuance of 10,000 (Ten Thousand)
Unsecured, Listed, Rated, Redeemable, Non-Convertible, Non-Cumulative, Taxable Debentures
("NCDs"), on a private placement basis, of face value ' 1,00,000/- (Rupees One
Lakh) each aggregating to ' 100,00,00,000/- (Rupees One Hundred Crores) in 1st Tranche.
The members may further note that the said NCDs, have been duly
allotted to the Successful Identified Investor on EBP Platform i.e. ICICI Bank Limited on
29 April 2024. The NCDs are issued and allotted with Fixed Coupon rate of 7.85 % per annum
redeemable on 29 April 2027 i.e., 3 years from the date of allotment. The Company has
received the approval of Listing of said NCDs from BSE Limited on 30 April 2024.
The detailed Terms and Condition of the issuance of NCDs have been
filed with the Stock Exchanges vide an intimation dated 29 April 2024.
MAJOR EVENTS AND KEY BUSINESS DEVELOPMENTS DURING THE YEAR UNDER REVIEW
I. Update on scheme of arrangement between Harita Fehrer Limited, Minda
Storage Batteries Private Limited, wholly owned Subsidiaries of Company and Uno Minda
Limited
The Hon'ble NCLT, New Delhi vide its order dated 13 July 2023 has
sanctioned the Scheme of Arrangement amongst Harita Fehrer Limited ("Transferor
Company"), Minda Storage Batteries Private Limited ("Demerged Company"),
both Wholly Owned Subsidiaries of the Company with Uno Minda Limited (formerly known as
Minda Industries Limited) ("Transferee Company") (hereinafter collectively
referred to as "Companies") and their respective shareholders and creditors with
the Appointed Date 01 April 2022.
The aforesaid scheme of Arrangement along with the copy of NCLT Order
sanctioning the Scheme is available on the website of the Company https://www.
unominda.com/uploads/investor/merger-acquistions/ hfrlZ355758518_order-and-scheme.pdf
II. Update on merger of Minda I Connect Private Limited with Uno Minda
Limited
The Hon'ble NCLT vide its order dated 12 December 2023 approved the
Scheme of Amalgamation of Minda I Connect Private Limited ("Transferor Company")
with Uno Minda Limited, formerly known as Minda Industries Ltd. ("Transferee
Company") and their respective shareholders and creditors. The said Scheme became
effective w.e.f. 10 January 2024 with the Appointed Date 01 April 2023.
The aforesaid copy of NCLT Order sanctioning the Scheme is available on
the website of the Company at https://www.unominda.com/uploads/investor/merger-
acquistions/mic/NCLT%20Order%20for%20Merger%20 Minda%20I%20Connect.pdf
The scheme of Arrangement is also available on the website of the
Company at https://www.unominda.com/ uploads/investor/merger-acquistions/mic/Modified%20
Scheme%20of%20Amalgamation%20of%20Minda%20 i%20Connect%20Pvt%20Ltd%20with%20UNo%20
Minda%20Ltd.pdf
III. Scheme of Amalgamation of Kosei Minda Aluminum Company Private
Limited, Kosei Minda Mould Private Limited and Minda Kosei Aluminum Wheel Private Limited
("Transferor Companies") with Uno Minda Limited ("Transferee Company")
The Board of Directors of the Company at its meeting held on 20 March 2023 approved a
Scheme of Amalgamation for merger of Kosei Minda Aluminum Company Private Limited, Kosei
Minda Mould Private Limited and Minda Kosei Aluminum Wheel Private Limited
("Transferor Companies") with Uno Minda Limited ("Transferee Company")
and their respective shareholders and creditors under Sections 230 to 232 and other
applicable provisions of the Companies Act, 2013.
The Members may further note that the Stock Exchanges (NSE and BSE) has
also granted their No Objection letter in compliance to the Master Circular No.
SEBI/HO/CFD/ POD-2/P/CIR/2023/93 dated 20 June 2023, issued by SEBI, as amended from time
to time, to the said Scheme of Amalgamation, vide their letter dated 17 October 2023
(NSE), and 18 October 2023(BSE), respectively.
Further, as per direction received, pursuant to orders of the Hon'ble
National Company Law Tribunal (NCLT) New Delhi dated 26 February 2024, having jurisdiction
on the Companies involved in the Scheme, convened the meeting of the equity shareholders
and unsecured creditors of the Transferee Company and meeting of unsecured creditors have
been duly convened on 20 April 2024 wherein the approval has been granted to the scheme of
amalgamation with requisite majority.
Post approval of the Shareholders and respective creditors, the
Transferor Companies and Transferee Company have also filed second motion petition before
the NCLT on May 03, 2024 for approval of the said Scheme. The said petition is pending for
sanction before Hon'ble NCLT.
The Scheme of amalgamation is available on the website of the Company
at https://www.unominda.com/uploads/investor/merger-acquistions/kosei/Revised%20
Scheme%20of%20Amalamation%20on%20 direction%20of%20BSE.pdf
IV. Business Strategy Agreement ("BSA") amongst Uno Minda
Limited, Kosei Group, Japan, Kosei Minda Aluminum Company Private Limited
("KMA"), Kosei Minda Mould Private Limited ("KMM") and Minda
Investment Limited.
The Company along with its affiliate, Minda Investments Ltd.
("MINV") had formed 3 Joint Venture Companies in India with Kosei Group, Japan
namely Kosei Minda Aluminum Company Private Limited ("KMA"), Kosei Minda Mould
Private Limited ("KMM") and Minda Kosei Aluminum Wheel Private Limited
("MKA").
Upon approval of the Board of Directors of the Company at its meeting
held on 20 March 2023, the Company had terminated the said three Joint Ventures between
the Company and Kosei Group, Japan.
The Company has acquired the entire stake of 22.64% held by Kosei
Group, Japan in MKA on 24 March 2023. Further, the Company has acquired entire stake of
0.01%, held by "MINV" in Minda Kosei Aluminum Wheel Private Limited
("MKA"). Accordingly, MKA has become Wholly Owned Subsidiary of the Company
w.e.f 29 March 2023.
Further, the Company has entered in to the Business Strategy agreement,
with Kosei Group, Japan, Kosei Minda Aluminum Company Private Limited ("KMA"),
Kosei Minda Mould Private Limited ("KMM") and Minda Investment Limited on 20
March 2023 as a result of which, Uno Minda Limited is having control on Composition of
Board of Directors of KMA and KMM. Accordingly, KMM and KMA have become Subsidiaries of
Uno Minda Limited w.e.f. 31 March 2023 by virtue of control as defined under the Companies
Act, 2013. Further, the Company has also executed a Technical Assistance Agreement on 20
March 2023 with Kosei Group, Japan. Through this agreement, the Kosei Group, Japan is
continuously providing its technical assistance/ support to MKA, KMA and KMM.
V. Investment in Equity Shares of Global Mazinkert
S.L, (Overseas Subsidiary of the Company)
The Board of Directors in their meeting held on 18 May 2023 has
approved to make further investment upto Euro 1.1 Million in the Equity Shares of Global
Mazinkert S.L, (Overseas Wholly Owned Subsidiary of the Company) in order to support it
through long term capital.
Global Mazinkert S.L, is holding company of Clarton Horn, Europe which
is engaged in the Acoustic business of the Company.
VI. Opening of Branch Office of the Company in Spain, Europe.
The Company has opened its branch office in Spain Europe, which is
functional w.e.f. 01 January 2024. The said Branch Office is majorly engaged in Research
& Development- 2W Lighting and other Project Developments.
VII. Acquisition of stake in Uno Minda Europe GmbH, Step
Down-Subsidiary of the Company
The Board of Directors, at its meeting held on 12 September 2023, has
approved the acquisition of remaining 3.81 % stake of Uno Minda Europe Gmbh (Step
Down-Subsidiary of the Company) held by other Shareholder at a consideration of Euro 1.3
Million by SAM Global Pte Ltd (Wholly Owned Subsidiary of the Company). Post-acquisition,
Uno Minda Europe Gmbh has become wholly owned step-down subsidiary of the Company w.e.f.
03 October 2023
Uno Minda Europe Gmbh is engaged in the business of lighting systems
and electronic control units (ECUs), offering its customers the development, production
and series delivery of innovative systems and components for automobiles and motorcycles.
The Company's primarily focus on the vehicle domains of body and interior as well as
central functions (e.g. central control units and gateways). The said subsidiary
specialises in areas of exterior and interior lighting.
VIII. Acquisition of stake in Minda Westport Technologies Limited, a
Joint Venture Company of Uno Minda Limited and Westport Fuel Systems Italia S.R.L
Minda Westport Technologies Limited ("MWTL") was a 50:50
Joint Venture Company between Uno Minda Limited and Westport Fuel Systems Italia
S.R.L("WFS") in which the Company and WFS each, held 50% stake.
The Company vide approval of Board dated 28 September 2023 has acquired
26 % (Twenty-Six Percent) stake held by WFS in MWTL for a consideration of ' 14.81 Crores
as per valuation report. Post such acquisition, the Company's stake in MWTL has increased
to 76% (Seventy-Six Percent) and MWTL has become subsidiary of Uno Minda Limited w.e.f. 18
April 2024.
Further, below additional agreements were also executed between the
Company, WFS and MWTL to give effect to the aforesaid transaction:
a) Amended and restated Joint Venture Agreement dated 28 September
2023.
b) Share Purchase Agreement dated 28 September 2023.
Further, the Westport group has an entity in India viz. Rohan BRC Gas
Equipment Private Limited ("RBRC") engaged in similar business as MWTL. It has
also been agreed between Uno Minda and WFS that the entire CNG Business will be carried
through MWTL.
IX. Sale of entire stake held in Minda Nexgentech Limited, Associate
Company
Minda Nexgentech Limited ("MNGTL") was incorporated in year
2011 with an objective to engage in the business of Energy efficient LED lights, Renewable
power energy generation and related services.
Upon approval by the Board of Directors in its meeting held on 08
February 2023, the Company has sold its entire Equity Stake i.e. 26% (31,20,000 equity
shares of face value of ' 10 each) in MNGTL to Pioneer Finest Limited at a total
consideration of ' 2.08 Crores. Accordingly, w.e.f. 31 May 2023, MNGTL has ceased to be an
Associate Company of Uno Minda Limited.
X. Investment in Equity Shares of Toyoda Gosei Minda India Private
Limited, pursuant to Sanction of Scheme of Amalgamation
Upon sanction of the Scheme of Amalgamation of Minda TG Rubber Pvt.
Ltd. ("Transferor Company") with Toyoda Gosei Minda India Pvt. Ltd.
("Transferee Company") and their respective creditors and Shareholders, the
Transferee Company, as per its allotment letter dated 03 January 2024, has allotted
1,65,17,135 equity shares to the Company of the face value of ' 10/- each, fully paid up,
as per the swap ratio defined in the aforesaid Scheme of amalgamation.
XI. Investment in equity shares of Uno Minda Buehler Motor Private
Limited, Subsidiary of the Company
Upon approval of the Board of Directors of Company, at its meeting held
on 10 November 2022, the Company further subscribed to 60,42, 060 Equity shares of ' 10/-
each at par of Uno Minda Buehler Motor Private Limited ("UMBM") offered on right
issue basis. Accordingly, post such subscription the total Investment stands at ' 11.87
Crores.
UMBM is a Joint Venture between the Company and Buehler Motor
GmbH("Buehler") in which the Company holds 50.10% and Buehler holds 49.90 % of
total Equity Stake. UMBM is engaged in the business of manufacturing, production and
otherwise dealing with all types of traction motor for battery driven electrified
two wheelers and three wheelers based on electronically commutated DC
motors and in machinery, engines, plants and other apparatus, related to the production
and sale of the said traction motor.
XII. Investment in equity shares of Uno Minda Tachi-S Seating Private
Limited, Subsidiary of the Company
Upon approval of the Board of Directors of Company, at its meeting held
on 29 September 2022, the Company further subscribed to 40,34,100 Equity shares of ' 10
Each at par of Uno Minda Tachi-S Seating Private Limited ("UMTS") offered on
right issue basis. Accordingly, post such subscription the total Investment stands at '
8.41 Crores.
UMTS is joint venture between Tachi-S Co. Ltd, Japan
("TACHI-S") and Company in which the Company holds 51.00% of Equity Stake and
Tachi-S holds 49.00 % of total Equity Stake. UMTS is engaged in manufacturing and dealing
in various products including recliners in first phase with the intention of expanding
into other seating mechanisms, seat frames and complete seating assembly.
XIII. Investment in SPV for sourcing energy through Solar Power
The Company is consistently taking steps to enhance the share of
renewable energy in its business operations. In this direction, Board of Directors in its
meeting held on 01 April 2024 granted its in-principle approval to make (in addition to
its existing investment) a further investment of approx ' 2.27 Crores, in one or more
tranche(s), by way of subscription of equity shares of M/s Strongsun Renewables Pvt. Ltd.,
a special purpose vehicle (SPV) of the Company, for sourcing additional solar power under
captive open access policy for its Alloy Wheel 2W division situated at Supa, Maharashtra.
XIV. Setting up of New Manufacturing Unit, for Four Wheel- Alloy Wheel
at Kharkhoda, Haryana
Upon approval of the Board of Directors of the Company at its meeting
held on 07 November 2023, the Company is setting up a new unit for manufacturing of alloy
wheels for four wheelers at Kharkhoda, Haryana.
The total Investment for said Manufacturing Unit has been approved for
' 542.00 Crores in two phases, over a period of five years, for Capacity of 60K Flow
forming GDC Wheel Per month for each phase.
XV. Technology License Agreement with Starcharge Energy Pte. Ltd
("StarCharge")
The Company has entered into a Technical License Agreement
("TLA") with Starcharge Energy Pte. Ltd ("StarCharge") on 22 March
2024 for manufacturing
and sale of Electric Vehicle Supply Equipments ("EVSE") in
India. The EVSE comprises of wall-mounted AC chargers designed for convenient home
charging. These chargers are usually sold along with electric vehicles to the customers by
the OEMs to provide ease of charging at home. With this partnership Uno Minda further
builds up on its EV-specific product portfolio for the passenger car market.
StarCharge is a global leader in electric vehicle charging
infrastructure and microgrid solutions, operates in 67 countries & regions with
manufacturing facilities in USA, Vietnam, and China. StarCharge has been a strategic
partner of 60+ well-known OEMs and multiple renowned energy companies globally.
CHANGE IN NATURE OF BUSINESS
There is no change in the nature of business of your Company during the
year.
MATERIAL CHANGES AND COMMITMENTS
There were no material changes and commitments occurred between the end
of the financial year as on 31 March 2024 and the date of this report which affects
financial position of the Company.
EMPLOYEE STOCK OPTION SCHEME
Your Company has implemented UNOMINDA Employee Stock Option Scheme 2019
or UNOMINDA ESOS 2019 (hereinafter referred to as the "Scheme"). The maximum
number of options to be granted under the ESOS 2019 shall not exceed 78,66,500 options
(pre-bonus), convertible into equity shares of the Company, which is approximate 3% of the
paid-up share capital of the Company as on the date of approval of the scheme i.e. 25
March 2019. One option shall entitle the eligible employee to one equity share. The
Nomination and Remuneration Committee of the Board ("NRC") is empowered to
administer this scheme including to determine the eligible employees, the vesting period
and exercise price of the options.
During the financial year 2023-24 the eligible employees, who had been
granted Employee Stock Options under Tranche-I of UNOMINDA ESOS, 2019, have exercised
2,60,990 options. As at 31 March 2024, the remaining excisable options under Tranche-I
stood at 34,635.
Further, on 09 August 2023 and 07 November 2023 NRC has granted
3,72,400 and 61,600 number of options respectively under Tranche-II of UNOMINDA ESOS,
2019, convertible into equal number of equity shares having face value of ' 2 each, to the
eligible employees of the Company at an exercise price of ' 525 per option. Further, out
of total issued ESOP Options, 2,85,861 Options have been lapsed during the Financial Year.
Accordingly, total outstanding options as on March 31, 2024 under
Tranche II stands at 31,05,254.
The Scheme is in compliance with the SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021, as amended from time to time, (the 'SEBI
ESOP Regulations 2021'). The details of ESOP Schemes pursuant to SEBI ESOP Regulations,
2021 as at March 31, 2024 is uploaded on the website of the Company at
https://www.unominda. com/uploads/investor/policies/UML_esos-scheme-2019.pdf along with
disclosures with respect to the Scheme of the Company as on March 31, 2024 which are also
uploaded at https://www.unominda.com/uploads/investor/annual-reports/
ESOP_Board%20Report%202024.pdf. In terms of Regulation 13 of SEBI ESOP Regulations 2021,
the Certificate from Chandrasekaran Associates, Company Secretaries, Secretarial Auditors,
would be placed before the shareholders at the ensuing AGM.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
As a Responsible Industry member and Corporate Citizen, Uno Minda
always believes in giving back to the society. At Uno Minda, commitment to enable
community engagement and environmental initiatives is achieved through well-outlined goals
related to sustainability, against which all results are measured. These objectives
encompass a wide framework for consistent business growth, taking into consideration all
interest of our stakeholders.
We execute our CSR initiatives through the Suman Nirmal Minda
Foundation (SNMF)- the CSR and philanthropic arm of the Uno Minda Group, and our flagship
project, Samarth- Jyoti. Through these initiatives, we address community issues such as
education, skill development, preventive healthcare, and community wellbeing. The notable
developments and impacts are as following:
In the FY 2023-24, we allocated approximately ' 655 Lakhs
towards education, skill development, healthcare, and community wellbeing.
Key programs such as Cutting and Tailoring; Beauty Culture
Courses; IT Literacy; Remedial Classes; and Community Schools have primarily benefited
women, children, youth, and marginalised sections of society.
With initiatives like The Suman Nirmal Minda School in Gujarat
and 17 Samarth-Jyoti centres across various states, Uno Minda Group ("The
Group") have directly impacted 2,723 individuals and indirectly benefited 27,284
individuals in the last financial year.
On 12 April 2024 a new school - The Suman Nirmal Minda School
has been inaugurated at Hosur, Tamil Nadu.
The Group have supported 330 students with digital literacy
programs in collaboration with HP India.
Our social development programs aim to empower underprivileged youth
and women by providing them with essential skills for a dignified and fulfilling life. At
the Samarth-Jyoti Centre, we offer innovative learning methods to provide holistic
education to underprivileged children. Our educational initiatives are specifically
tailored for children from marginalised backgrounds, ensuring they have access to quality
education. Additionally, our remedial programs cater to government school children,
bridging academic gaps and enhancing their learning skills and critical thinking
abilities.
Since its inception, our flagship initiative, Samarth-Jyoti, has
positively impacted more than 2.5 Lakhs beneficiaries across India in over seven states.
Currently, our foundation focuses on education, skill development, health, women
empowerment, and community transformation. Through campaigns and initiatives, we strive to
enhance children's remedial programs cater to government school children, bridging
academic gaps and enhancing their learning skills and critical thinking abilities.
The brief outline of the Corporate Social Responsibility (CSR) Policy
of the Company as adopted by the Board and the initiatives undertaken by the Company on
CSR activities during the year under review are set out in Annexure-A of this report in
the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules,
2014. For other details regarding the CSR Committee, please refer to the Corporate
Governance Report, which is a part of this report. The CSR policy is available on website
of the Company https://www.unominda. com/uploads/investor/policies/UML%20CSR%20policv.pdf
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 stipulated under Section 134(3)(m) of the Companies
Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is enclosed as
Annexure-B to the Board's Report.
CORPORATE GOVERNANCE
The Company has complied with the Corporate Governance requirements as
specified in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and
the Companies Act, 2013, the report on the same as stipulated in Regulation 34 read with
Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
is enclosed as Annexure-C to the Board's Report.
The Certificate issued by M/s. Chandrasekaran Associates, Company
Secretaries in practice confirming the Compliance of conditions of Corporate Governance as
stipulated in Regulation 34(3) read with Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is enclosed
as Annexure-D to the Board's Report.
RISK MANAGEMENT POLICY
The Board of Directors of the Company has constituted a Risk Management
Committee to frame, implement and monitor the risk management plan for the Company. The
Committee is responsible for reviewing the risk management plan and its effectiveness.
The Risk Management Committee of the Company in its meeting held on 20
March 2024 has duly reviewed the Risk Management Policy and have made revisions therein
including the Risk evaluation process and methodology and risks related to Environmental,
Social and Governance factors or such other changes as deemed appropriate.
The Risk Management Policy of the Company is made available on the
website of the which can be accessed at https://
www.unominda.com/uploads/investor/policies/risk%20 manaaement%20policv.pdf
The Company has also laid down the procedures to inform Board members
about risk assessment and minimisation.
Regular meetings of the Risk Management Committee are held to review
and further improve the risk management systems of the Company to ensure a consistent,
efficient and effective assessment and management of risk in the achievement of the
organisation's objectives.
During the year under review, the Committee re-assessed its enterprise
level risks and related mitigation plan. Risk management is an ongoing activity
considering the dynamic business environment in which Company operates. Continuous
re-assessment of risks and mitigation plan has helped the Company to mitigate new evolving
risks and minimise adverse effect of such risk in the interest and for the benefit of all
the stakeholders.
INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY
The Board has adopted policies and procedures for governance of orderly
and efficient conduct of its business including adherence to Company's policies,
safeguarding of its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records and the timely preparation of reliable
financial information and its disclosures. The Company has well documented policies and
SOPs covering all financial and operating functions.
The Company's internal control systems are commensurate with the nature
of its business, the size and complexity of its operations.
To further strengthen the internal control system, the Company has well
established internal audit. The internal audit is
carried out by external independent auditors. The present Internal
auditors are Grant Thornton Bharat LLP. The Internal Auditors periodically review
compliance of operations, in line with the documented policies and procedures and assess
the effectiveness as well as the efficacy of the same in terms of effective internal
control. The Company also uses internal audit tracking tool to monitor the status of
management actions emanating from previous internal audit finding. The significant audit
findings are reviewed on quarterly basis in the meeting of the Audit Committee.
The internal control and governance process are duly reviewed for the
adequacy and effectiveness through regular testing of key controls by management and
independent internal auditors.
The statutory auditors of the Company have audited the financial
statements included in this Annual Report and have issued an attestation report on the
Company's internal control over financial reporting (as defined in Section 143 of the
Companies Act, 2013).
HUMAN RESOURCE MANAGEMENT
Uno Minda is committed to fostering a positive and inclusive work
environment, where employees are valued, respected, and given equal opportunities to grow
and succeed. The Company believes that the success of the organisation and its people, go
hand-in-hand.
A. Recruitment and Selection:
We collaborate with hiring managers to identify the skills and
qualifications needed for each position. We use a combination of traditional and
innovative recruitment methods to attract a diverse pool of candidates. Through a rigorous
selection process, we ensure that only the most qualified individuals are hired.
B. Employee Onboarding:
We believe that a smooth onboarding process is essential for new
employees to acclimate to their roles and the organisation. We provide comprehensive
orientation programs to help new hires understand our company culture, values, policies,
and procedures through our Learning & Development Centre "Paathshala". We
also facilitate introductions to key team members, ensuring a seamless integration into
the organisation.
C. Employee Relations:
Uno Minda values open and transparent communication. We as a team act
as a bridge between employees and management, addressing any concerns or grievances in a
fair and timely manner. We strive to create a supportive work environment where employees
feel heard and valued.
D. Performance Management:
We have implemented a performance management system that aligns
individual goals with organisational objectives. We also recognise and reward high
achievers to motivate and retain top talent.
E. Learning and Development:
Uno Minda believes in continuous learning and development and make its
employees capable to scale high performance notches though multiple avenues with timely
interventions like "Ascent, Transform, MLeap. For Leadership development, we
collaborated and partnered with one of the best consulting firms to assess Leaders, out
them on to development journey for their future roles. We encourage employees to take
advantage of these opportunities to further their professional growth within the
organisation.
F. Employee Benefits and Well-being:
We understand the importance of employee well-being and work-life
balance. Uno Minda offers a comprehensive benefits package, including health insurance,
Wellness initiatives. We also organise wellness initiatives and employee engagement
activities to promote a healthy and positive work environment.
G. Compliance and Ethics:
Uno Minda is committed to upholding the highest ethical standards and
complying with all applicable laws and regulations. We are dedicated to attracting,
developing, and retaining a diverse and talented workforce. We strive to create a work
environment where employees feel valued, supported, and empowered to reach their full
potential. Over the years, Uno Minda has created a great workplace for all its employees
by excelling in the 5 dimensions of a high-trust, high-performance culture - Credibility,
Respect, Fairness, Pride, and Camaraderie.
H. HR Digital Transformation:
Uno Minda believes in Innovating and adapting new Technologies to
create a high-performing organisational culture. We have created an HR Technology Roadmap
and are diligently working on it to enable the transformation of our HR Processes. Our
approach is to ease operations and create an employee experience. Some examples of
Implementations are HRMS powered by Success Factor for Employee life cycle management and
tableau-based HR Digital Dashboard for better strategic decisionmaking
PARTICULARS OF EMPLOYEES
The ratio of remuneration of each director to the median of employees'
remuneration as per 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 enclosed as Annexure-E.
In accordance with the provisions of Section 197(12) of the Companies
Act, 2013 and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the names and other particulars of employees are available with
the Company. In terms of provisions of Section 136(1) of the Act, any member intends to
obtain a copy of the said details may write to the Company Secretary.
VIGIL MECHANISM
Your Company is deeply committed to highest standards of ethical, moral
and legal business conduct. It ensures that it provide a respectful work environment, not
only for all our employees, but for all our external partners too. Accordingly, the Board
of Directors have formulated Whistle Blower Policy which is in compliance with the
provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Company has an Ethics Helpline for the employees (both permanent
and contractual), directors, vendors, suppliers and other stakeholders, collectively known
as the "Reporters" of Uno Minda Limited. The helpline will serve as an avenue
for the Reporters to 'blow the whistle' in case they come across any unethical or
fraudulent activity happening in the organisation.
The Company has taken a special attention and greater emphasis on
whistle blower activities where initiatives such as campaigns, posters at prominent
locations, awareness sessions etc. were taken to encourage the employees to speak- up
about any wrong doing activities and bring the same to the notice of the Management
through whistle blower activities.
The complaints under whistle blower are processed by professionals to
assure collection of accurate information and protection of the information
confidentiality. The reportable matters are disclosed to Audit Committee. No personnel
have been denied access to the Audit Committee.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
As on 31 March 2024, there were Nine (9) Directors on the Board of your
Company, consisting of five (5) Independent Directors, two (2) Non-Executive Director, two
(2) Executive Directors including one (1) Chairman and Manging Director (CMD)
Pursuant to the provisions of Section 203 of the Act, the Key
Managerial Personnel of the Company as on 31 March 2024 are:
i. Mr. Nirmal K. Minda, Chairman and Managing Director;
ii. Mr. Ravi Mehra, Whole-time Director (designated as Deputy Managing
Director);
iii. Mr. Sunil Bohra, Chief Financial Officer; and
iv. Mr. Tarun Kumar Srivastava- Company Secretary & Compliance
Officer of the Company.
During the year under review, following changes have taken place in the
Board of Directors of the Company:
- Ms. Paridhi Minda (DIN: 00227250) has stepped down from the Board of
the Company on her own accord with effect from 01 April 2023.
- Mr. Vivek Jindal (DIN: 01074542) has been appointed as an Additional
Director in the category of Non-Executive Non-Independent Director on the Board of the
Company with effect from 01 April 2023. The members of the Company approved the
appointment of Mr. Vivek Jindal as Non-Executive Non-Independent Director by passing a
special resolution through Postal Ballot on 25 June 2023.
- Mr. Krishan Kumar Jalan (DIN: 01767702) has completed his tenure as
Independent Director and hence, ceases to hold office w.e.f. 16 May 2023.
- Mr. Krishana Kumar Khandelwal (DIN: 09477623) was appointed as an
Additional Director in the category of Non-Executive Independent Director on the Board of
the Company for a term of two years w.e.f. 15 June 2023 to 14 June 2025.
- The members of the Company approved the appointment of Mr. Krishana
Kumar Khandelwal as Non-Executive Independent Directors by passing a special resolution
through Postal Ballot on 09 September 2023.
- Mr. Ravi Mehra (DIN: 01651911) was re-appointed as a Whole Time
Director (designated as Deputy Managing Director) for further period of three (3) years
effective 01 April 2024 to 31 March 2027. Further, Mr. Rajiv Batra (DIN: 00082866) was
re-appointed as Non-Executive Independent Director for second term for a period of 3
(Three) years with effect from 01 April 2024 till 31 March 2027.
- The members of the Company approved the re-appointments of Mr. Ravi
Mehra (DIN: 01651911) as Whole Time Director (designated as Deputy Managing Director) and
Mr. Rajiv Batra (DIN: 00082866) as NonExecutive Independent Director by passing the
requisite resolutions through Postal Ballot on 23 March 2024.
After the closure of financial year 2023-24, the following directors
have been appointed on the Board / ceased from the
Board of the Company:
- Mr. Vivek Jindal has been appointed as Whole-time Director on the
Board of the Company for a period of 3 (Three) years from 01 April 2024 to 31 March 2027,
subject to approval by the shareholders which is being sought by way of Postal Ballot.
DECLARATION BY INDEPENDENT DIRECTORS
In compliance with Section 149(7) of the Companies Act, 2013 read with
SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Independent
Directors of the Company have submitted the declaration(s) that each of them meet the
criteria of independence as provided in Section 149(6) of the Companies Act, 2013 read
with sub-rule (1) and sub-rule (2) of Rule 6 of the Companies (Appointment and
Qualifications of Directors) Rules, 2014 and Regulation 16(1)(b) of the SEBI (Listing
Obligations and Disclosures Requirements) Regulations, 2015 and there has been no change
in the circumstances which may affect their status as independent director during the
year.
In the Board's opinion, all the Independent Directors including those
appointed during the year are persons of high repute, integrity and possess the relevant
proficiency, expertise and experience in their respective fields.
DIRECTORS RETIRING BY ROTATION
In accordance with the provisions of the Companies Act, 2013 and in
terms of Articles of Association of the Company, Mr. Anand Kumar Minda and Mr. Vivek
Jindal, are liable to retire by rotation and being eligible, offer themselves for
reappointment. The details of Mr. Anand Kumar Minda and Mr. Vivek Jindal, being
recommended for re-appointment are included in the notice of the ensuing Annual General
Meeting of the Company.
BOARD EVALUATION
The evaluation of the Board, Board Committees and directors were
carried out in accordance with the provisions of Companies Act, 2013, SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and Guidance note issued by
SEBI in this regard. Questionnaire forms were circulated to all the directors for their
feedback on Board, Board Committees, Chairman of the Board and director evaluation. A
meeting of the independent directors was held on 18 May 2024, where they reviewed and
discussed the feedback on the functioning of the Board, Board Committees, Chairman and
other directors including executive Directors. The Nomination and Remuneration Committee
at its meeting held on 23 May 2024, also reviewed the feedback on the evaluation of the
functioning of the Board, Board Committees, Chairman and other directors. The Board at its
meeting held on 23 May 2024, reviewed and discussed the feedback of the evaluations. The
area of improvements as highlighted by the evaluation exercise has been implemented to
further strengthen the corporate governance of the organisation.
FAMILIARIZATION PROGRAMME FOR BOARD MEMBERS
The Company has in place a structured induction and familiarisation
programme for all its Directors including the Independent Directors. They are updated on
all business related issues and new initiatives. They are facilitated to visit the various
plants of the Company to familiarise them with the manufacturing facilities, processes,
products, etc. of the Company. They are also informed of the important policies of the
Company including the 'Code of Conduct for Directors and Senior Management Personnel' and
the 'Code of Conduct for Prevention of Insider Trading' as available on the Company's
website at https://www.unominda.com/uploads/Investor/Pdf/ Code%20of%20Conduct.pdf and
https://www.unominda. com/uploads/investor/policies/UML-insider-trading-code.pdf
The details of Familiarisation Programs imparted to Independent
Directors during the financial year 202324 are available on the website of the Company at
https:// www.unominda.com/uploads/Investor/2022/familiarization-
programs-imparted-to-directors.pdf
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Board Diversity Policy read with Nomination and Remuneration Policy
aims to have an appropriate mix of executive, non-executive and independent directors to
maintain the independence of the board, and separate its functions of governance and
management. On 31 March 2024, the Board consists of nine members, out of which, two are
executive directors and two are non-executive director and remaining five are independent
directors.
The Nomination and Remuneration Policy of the Company was revised by
the Board of Directors on 18 May 2023 to give effect to the provisions of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
The aforesaid policies of the Company on directors' appointment and
remuneration, including criteria for determining qualifications, positive attributes,
independence of a director and other matters, as required under sub-section (3) of Section
178 of the Companies Act, 2013, are available on the Company's website at
https://www.unominda. com/uploads/investor/policies/Nomination%20and%20
Remuneration-Policv.pdf
MEETINGS OF BOARD AND AUDIT COMMITTEE
During the year, Seven (7) Board Meetings and Audit Committee meetings
were convened and held, the details of which are given in the Corporate Governance Report
forming part of this Annual Report. The intervening gap between two consecutive meetings
was not exceeding the period prescribed under the Companies Act, 2013.
All the recommendations made by the Audit Committee during the year
were accepted by the Board.
Committees of the Board
The Company has the following Board committees, which have been
established as a part of the corporate governance practices and are in compliance with the
requirements of the relevant provisions of applicable laws and statutes.
Audit Committee
Nomination and Remuneration Committee
Stakeholders Relationship Committee
Corporate Social Responsibility Committee
Risk Management Committee
NCD Committee
The details with respect to the compositions, powers, roles, terms of
reference and number of meetings held during the year of relevant committees are given in
detail in the Corporate Governance Report of the Company, which forms part of this Board's
Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134 (5) of the Companies Act, 2013, the Board of
Directors to the best of their knowledge and ability, confirm:
a. that in the preparation of the annual accounts, the applicable
accounting standards have been followed and there are no material departures;
b. that they have selected such accounting policies and applied them
consistently and made judgment and estimates that are reasonable and prudent so as to give
a true and fair view of the state of affairs of the Company as at 31 March 2024 and of the
profit of the Company for the year ended on that date;
c. that they have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of the Companies Act,
2013 for safe guarding the assets of the Company and for preventing and detecting fraud
and other irregularities;
d. that they have prepared the annual accounts on a 'going concern
basis';
e. that they have laid down proper internal financial controls and such
internal financial controls are adequate and operating effectively; and
f. that they have devised proper systems to ensure compliance with the
provisions of all applicable laws and such systems are adequate and operating effectively.
Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, the work performed by the internal,
statutory, cost and secretarial auditors, including the audit of internal financial
controls over financial reporting by the statutory auditors and the reviews performed by
management and the relevant board committees, including the audit committee, the Board is
of the opinion that the Company's internal financial controls were adequate and effective
during FY 2023-24.
RELATED PARTY TRANSACTIONS
All the Related Party Transactions during the financial year were in
the ordinary course of business and on arm's length basis 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.
The details of the transactions with related parties during the year
under review are provided in the accompanying financial statements.
Prior omnibus approval of the Audit Committee was obtained for the
transactions, which were of a foreseen and repetitive nature. The Related Party
Transactions are placed before the Audit Committee and also before the Board for approval.
During the year under review, there were no material Related Party Transactions in terms
of Regulation 23 of SEBI (Listing Obligations & Disclosure Requirements) Regulations,
2015. The Company has also adopted the Policy on Related Party Transactions and the same
is available on the website of the Company at https://www.unominda.com/uploads/investor/
policies/RPT%20policv.pdf
CODE FOR PREVENTION OF INSIDER TRADING
In compliance with the Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015 ('the SEBI PIT Regulations') on
prevention of insider trading, your Company has a Code of Conduct for regulating,
monitoring and reporting of trading by Designated Persons in line with the PIT
Regulations. The said Code lays down guidelines, which guide Designated Persons on the
procedures to be followed in dealing with the shares of the Company.
Your Company also has a Code of practices and procedures of fair
disclosures of unpublished price sensitive information including a policy for
determination of legitimate purposes along with the Institutional Mechanism for prevention
of insider trading and Policy and procedures for inquiry in case of leak of unpublished
price sensitive information or suspected leak of unpublished price sensitive information.
Further, your Company has put in place adequate and effective system of internal controls
and standard processes have been set to ensure compliance with the requirements given in
these regulations to prevent insider trading.
To increase awareness on the prevention of insider trading in the
organisation and to help the Designated Persons to identify and fulfil their obligations,
The Company imparted training to all Designated Persons. The Company also sent email and
text messages for closure of trading window and submission of periodic disclosures, etc.
The Company has also maintained the Structure Digital Database of
persons with whom the UPSI was shared in compliance to SEBI PIT Regulation.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES
The Company has 19 direct subsidiaries, 11 step down subsidiaries, 5
joint ventures and 6 associates as on 31 March 2024 as defined under the Companies Act,
2013. Besides this, the Company has control over 5 partnership firms as on 31 March 2024.
During the year and till the date of report, the Company has
formed/liquidated following subsidiary company/Joint Ventures/ Associates:
S. No. Name of the entities |
Nature of relationship |
Remarks |
Date of Change |
(i) Kosei Minda Mould Private Limited |
Subsidiary Company |
Became a subsidiary from joint venture |
31 March 2023 |
(ii) Kosei Minda Aluminum Company Pvt. Ltd. |
Subsidiary Company |
Became a subsidiary from joint venture |
31 March 2023 |
(iii) Uno Minda Europe GmbH |
Wholly Owned Subsidiary |
Became a Wholly Owned Subsidiary from Step Down Subsidiary |
03 October 2023 |
(iv) Minda Westport Technologies Limited |
Subsidiary Company |
Became a subsidiary from joint venture |
18 April 2024 |
Pursuant to the provisions of Section 129(3) of the Act, a statement
containing the salient features of financial statements of the Company's subsidiaries,
joint ventures and associates in Form AOC-1 is attached to the financial statements of the
Company. Further, pursuant to the provisions of Section 136 of the Act, the Standalone and
Consolidated financial statements of the Company, along with relevant documents and
separate audited financial statements in respect of subsidiaries, are available on the
website of the Company at https://www.unominda.com/investor/subsidiaries-annual-accounts
AWARDS AND RECOGNITION
Top 50 Innovative Company - Recognition by CII
Uno Minda Limited has been again secured its place among India's Top 50
Innovative Companies in Manufacturing and has been recognised as one of the "Top 50
Innovative Company Award2023" by the Confederation of Indian Industry (CII) for
its pioneering work in automotive Technologies. The recognition focus on the dedication of
the Company to ground breaking solutions and significance of innovation in shaping the
future of automotive industry.
Great Place to Work Certificate
Uno Minda Limited has been honoured with the "Great Place to Work
" Award for third consecutive year. This milestone underscores our diligent efforts,
unwavering commitments, and the constructive influence we foster within our work
environment.
Intellectual Property Award 2023 in the "TOP INDIAN COMPANY FOR
DESIGN" Category
Uno Minda Limited has been honoured with Intellectual Property Award
2023 in the "Top Indian Company For Design" category by the office of Controller
General of Patent, design, trademark, DPIIT, under the Ministry of Commerce and Industry,
Government of India. The award stands as testament to the commitment of the Company to
innovation and intellectual Property.
India's Best In-House Design Studio -2023 Award
Uno Minda Limited for its Deign Studio INITIA has been awarded India's
Best Design Awards being "India's Best InHouse Design Studio -2023" for its
amazing and futuristic designs. Uno Minda's design studio, INITIA, has been providing
solutions to various automotive brands by ideating, co-creating and communicating their
vision of futuristic mobility to the world.
Best innovation from the World Auto Forum
Uno Minda Group's Lighting Division has received the WAF Star Trophy
and Certificates for Best innovation from the World Auto Forum for its outstanding
excellence, superior performance and accomplishments.
CSR Excellence in Women Empowerment
The CSR wing of Uno Minda Group (Suman Nirmal Minda Foundation)
recently won a award in the category of "CSR Excellence in Women Empowerment"
for its project "Samarth Jyoti" during the India CSR & Sustainability
Conclave 2023 for excellent accomplishments of work for women at India Habitant Centre,
New Delhi.
Other than that, the Company has also received various recognition
through its vendors and also in various fields.
DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from the public under section
73 of the Companies Act, 2013 during the year under review and as such no amount of
principal or interest was outstanding as on 31 March 2024.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under Section 186
of the Companies Act, 2013 forms part of the Notes to the Standalone Financial Statements
provided in this Annual Report.
STATUTORY AUDITORS REPORT
At the 29thAnnual General Meeting (AGM) held on 12 August
2021, the Members approved appointment of M/s. S. R. Batliboi & Co., LLP, Chartered
Accountants (ICAI Registration no. 301003E/ E300005) as Statutory Auditors of the Company
to hold office for a period of Five (5) years commencing from the conclusion of that AGM
till the conclusion of the 34th AGM of the Company to be held in the year 2026.
The Statutory Auditors' Report for FY 2023-24, does not contain any
qualification, reservation or adverse remark or disclaimer, the same forms part of this
Annual Report.
The Statutory Auditors of the Company have not reported any matter
under Section 143(12) of the Companies Act, 2013.
COST ACCOUNTS AND COST AUDITORS
The cost accounts and records as required to be maintained under
Section 148 (1) of the Companies Act, 2013 are duly made and maintained by the Company.
M/s. Jitender Navneet & Co., Cost Accountants (Firm Registration
No. 000119) were the Cost Auditors of the Company for the Financial Year 2023-24 &
2022-23. The cost audit report for the financial year 2022-23 submitted by the said Cost
Auditors during the FY 2023-24 does not contain any qualification, reservation or adverse
remark. Also the Cost Auditors of the Company have not reported any matter under Section
143(12) of the Companies Act, 2013 in their report for FY 2022-23.
The Board of Directors upon recommendation of the Audit Committee has
appointed M/s. Jitender Navneet & Co., Cost Accountants (Firm Registration No.
000119), as the Cost Auditors for FY 2024-25.
A resolution seeking approval of the members for ratifying the
remuneration payable to the Cost Auditors for FY 202425 is provided in the Notice to the
ensuing Annual General Meeting.
(ICSI FRN: P1988DE002500), as Secretarial Auditors of the Company to
conduct the Secretarial Audit of the Company for the financial year 2023-24.
The Secretarial Audit Report for the financial year ended 31 March 2024
is enclosed as Annexure-F. Further, there has been no qualification made by the
Secretarial Auditors in their report for the financial year ended 31 March 2024.
Further, as per the requirement of Regulation 24A of SEBI (Listing
Obligations and Disclosures Requirements) Regulations, 2015, the Secretarial Audit report
of the material subsidiaries namely Uno Mindarika Private Limited and Minda Kosei Aluminum
Wheel Private Limited are also attached as Annexure-G and Annexure-H.
Also the Secretarial Auditors of the Company have not reported any
matter under Section 143(12) of the Companies Act, 2013 in their report for FY 2023-24.
EQUAL EMPLOYMENT OPPORTUNITY
The Company strives to ensure that all employees are treated with
dignity and respect. The Company is committed towards making efforts to maintain a
workplace with physical and mental comfort, free of prejudice and bias based on sex,
gender, race, caste, culture, nationality etc.
The Company is an Equal Employment Opportunity Company (EEOC) and is
committed to create a healthy working environment that enables employees to work without
fear or prejudice, gender bias and a harassment free workplace to all employees without
regard to race, caste, religion, colour, ancestry, marital status, gender, sexual
orientation, age, nationality, ethnic origin or disability.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place a robust policy and framework for prevention
of sexual harassment at workplace. The Policy is formulated for the purpose of prevention,
prohibition and redressal mechanisms of any wrongs with "sexual intent" defined
under sexual harassment at the workplace and Principle of Natural Justice.
The Company also believes that all employees of the Company have the
right to be treated with dignity. Sexual harassment at the work place or other than work
place, if involving an employee or employees, is a grave offence and is therefore,
punishable.
There is an Internal Complaints Committee which is responsible for
redressal of complaints related to sexual harassment and follows the guidelines provided
in the policy. The Company has complied with provisions relating to the constitution of
Internal Complaints Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and
Redressal) Act, 2013. During the year, four complaints were received
under the Act and enquiry was conducted by the Internal Complaints Committee and action
has been taken. One complaint which is received in March 2024, is pending to be resolved
and will acted upon in due time.
SIGNIFICANT AND MATERIAL ORDERS
No significant or material orders were passed by the Regulators or
Courts or Tribunals which will impact the going concern status and Company's operations in
future.
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the
Annual Return of the Company is available on the Company's website on
https://www.unominda.com/investor/ annual-return
MANAGEMENT DISCUSSION & ANALYSIS REPORT
Pursuant to SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, Management Discussion & Analysis is enclosed as Annexure-I.
COMPLIANCE OF SECRETARIAL STANDARDS
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 that such systems are adequate and operating effectively.
SUSPENSION OF SECURITIES OF THE COMPANY
The securities of the Company have not been suspended from trading in
any of the stock exchanges.
FINANCIAL YEAR
The Company follows the financial year which commences from 01 April
and ends on 31 March of subsequent year.
REPORT ON DEVIATION(S) OR VARIATION(S), IF ANY, IN THE USE OF AMOUNT
RAISED FROM PUBLIC
During the year under review, Company has not raised any amount from
public. Further, post closure of financial year, the Company has issued 10,000 (Ten
Thousand) Unsecured, Listed, Rated, Redeemable, Non-Convertible, Non-Cumulative, Taxable
Debentures ("NCDs"), on a private placement basis, of face value ' 100,000/-
(Rupees One Lac) each aggregating to ' 100,00,00,000/- (Rupees One Hundred Crores). The
amount such raised has been fully utilised for the object as mentioned in the offer
document and there has not been any deviation reported against said issuance.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
A detailed Business Responsibility and Sustainability Report in terms
of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is uploaded on the website of the Company and can be
accessed at https://www.unominda.com/uploads/investor/annual-
reports/Uno%20Minda_AR_2023-24_BRSR_hyperlinked.pdf
TRANSFER OF UNCLAIMED/ UNPAID DIVIDEND AND SHARES TO INVESTOR EDUCATION
AND PROTECTION FUND AND NODAL OFFICER
Details of the transfer to the IEPF made during the year are as under:
S. Particulars No. |
Detail |
1. Amount of unclaimed/ unpaid dividend |
Unclaimed dividend of ' 2,00,700 relating to final dividend
FY 2015-16 declared by Uno Minda Limited. |
|
Unclaimed dividend of ' 2,83,276 relating to Interim dividend
FY 201617 declared by erstwhile Harita Seating Systems Ltd, which has been merged with Uno
Minda Limited. |
2. Redemption amount of preference shares |
Nil |
3. Underlying shares transferred to IEPF |
- 8,435 Nos. of underlying equity shares relating to
unclaimed final dividend FY 2015-16 of Uno Minda Limited. |
|
- 4,907 Nos. of underlying equity shares relating to
unclaimed dividend of erstwhile Harita Seating Systems Ltd., which has been merged with
Uno Minda Limited. |
4. Other amount transferred to IEPF viz. matured deposit,
matured debentures, application money for securities, sale proceeds of fractional shares
arising out of amalgamation |
Nil |
Name of Nodal Officer: Mr. Tarun Kumar Srivastava, Company Secretary
and Compliance Officer
Details of Nodal Officer are mentioned on the website of the Company at
https://www.unominda.com/investor/investor- desk
OTHER STATUTORY DISCLOSURES
Your Directors state that there being no transactions/event/ occasion
with respect to following items during the year
under review, no disclosure or reporting is required in respect of the
same:
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 your
Company under any scheme, save and except ESOS referred to in this report
3) Buy-back of shares or under Section 67(3)
4) Settlements done with banks or financial institutions
5) Details of revision of financial statement or the Report
6) Issue of warrants
7) Failure to implement any corporate action
8) Amounts received from Director or relative of the director
9) Details of application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016) and their status
10) Details of difference between amount of the Valuation done at the
time of One Time Settlement and the Valuation done while taking loans from the Banks or
Financial Institution along with the reasons thereof
Except Mr. Nirmal K. Minda, other Executive Directors of your Company
didn't receive any remuneration or commission from any of its subsidiaries. Mr. Nirmal K.
Minda received remuneration of ' 1.58 Crores from Uno Mindarika Private Limited, a
material subsidiary of the Company where also he occupies the position of Managing
Director.
ACKNOWLEDGEMENTS
Your Directors thank the various Central and State Government
Departments, organisations and agencies for the continued help and co-operation extended
by them. Your Directors also gratefully acknowledge all stakeholders of the Company viz.
shareholders, customers, dealers, vendors, banks and other business partners for the
excellent support received from them during the year. The Directors place on record their
sincere appreciation to all employees of the Company for their unstinted commitment and
continued contribution to the Company.
For and on behalf of the Board of Directors |
For Uno Minda Limited |
(Formerly known as Minda Industries Limited) |
Nirmal K Minda |
Date: 23 May 2024 |
Chairman & Managing Director |
Place: Nagoya, Japan |
DIN: 00014942 |