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UNO Minda Ltd. Notes to Accounts
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You can view the entire text of Notes to accounts of the company for the latest year
Market Cap. (Rs.) 41153.97 Cr. P/BV 9.90 Book Value (Rs.) 72.39
52 Week High/Low (Rs.) 764/496 FV/ML 2/1 P/E(X) 62.97
Bookclosure 15/02/2024 EPS (Rs.) 11.38 Div Yield (%) 0.21
Year End :2023-03 

NOTE 6| RIGHT OF USE ASSETS AND LEASES LIABILITIES (i) Right of use assets: The Company's lease asset primarily consist of :

(a) Leasehold building representing the properties taken on lease for offices and warehouse having lease terms between 2 to 30 years

(b) Leasehold plant and equipment representing the leases for various equipment used in its operations having lease terms between 1 to 15 years

(c) Leasehold land represents land obtained on long term lease from various Government authorities.

The Company's obligations under its leases are secured by the lessor's title to the leased assets

The Company also has certain leases with lease terms of 12 months or less. The Company has applied the 'short-term lease' recognition exemptions for these leases.

(a) The Company is of the view that the operations of its each investee companies represent a single cash-generating unit ('CGU').The Company has identified the investments where indicators of impairment exists and performed an impairment assessment on those investments as at 31 March 2023 and 31 March 2022 to ascertain the recoverable amount of their respective CGU. The recoverable amount is determined based on value in use calculation. The Company adjusts the carrying value of the investment for the consequential impairment loss, if any. These calculations uses management assumptions and pre tax cash flow projections based on financed budgets approved by management covering generally over a period of 5 years . Cash flow projection beyond 5 years time period are extrapolated using the estimated growth rates which is consistent with forecasts included in industry reports specific to industry in which CGU operates. The Company has

Management determined budgeted gross margin based on past performance and its expectations of market development. The weighted average growth rates used are consistent with the forecasts included in industry reports. Management has performed a sensitivity analysis with respect to changes in assumptions for assessment of value-in-use of CGU. Based on this analysis, management believes that change in any of above assumption would not cause any material possible change in carrying value of unit's CGU over and above its recoverable amount.

(c) During the previous year, pursuant to corporate restructuring of group companies, the business of subsidiary company namely "iSYS RTS GmbH” was merged with step down subsidiary companies namely "Uno Minda Europe GmbH” (formerly known as "Minda Delvis GmbH”), "Uno Minda System GmbH” (formerly known as "Delvis Product GmbH”) and "CREATE GmbH” (formerly known as "Delvis Solution GmbH”) and consideration for the said transaction was discharged by way of allotment of 18,286 equity shares in step down subsidiary company namely "Uno Minda Europe GmbH” in lieu of shareholding in wholly owned subsidiary company based on share swap ratio.

(d) During the previous year, the Company had acquired additional stake in partnership firm namely "Auto Component” and had made new investment in partnership firms namely "Samaira Engineering” and "SM Auto Industries” due to which these entities had become subsidiaries of the Company {refer note (37)}.

(e) During the current year, the Company has acquired additional stake in existing subsidiary company namely "Minda Kosei Aluminum Wheel Private Limited” due to which the entity has become wholly owned subsidiary of the Company {refer note (37)}.

(f) During the current year, the Company has agreed to amend its joint venture agreement with joint venture namely "Kosei Minda Aluminum Company Private Limited” ('KMA'), and associate company namely "Kosei Minda Mould Private Limited” ('KMM'), and has entered into a business strategy agreement dated March 20, 2023 to amend and agree that, on or from 31 March 2023, the Company will have right to exercise control over the board of directors and exclusive right to undertake the reserved matters, accordingly these entities have become subsidiary of the Company {refer note (37)}.

(g) During the current year, the Company has incorporated new wholly owned subsidiary companies namely "Uno Minda Tachi-S Seating Private Limited” and "Uno Minda Buehler Motor Private Limited” and acquired additional stake in existing subsidiary company namely "Uno Minda EV Systems Private Limited”, "Uno Minda Katolec Electronics Services Private Limited” and existing joint venture namely "Tokai Rika Minda Private Limited” {refer note (37)}.

(h) During the current year Board of directors has approved to sell entire stake held in existing associate company namely "Minda Nexgentech Limited” for a total consideration of '2.08 crores and is classified as assets held for sale recognised and measured in accordance with Ind-AS 105 "Non Current Assets Held For Sale and Discontinued Operations. The Company expects to complete the sale within one year (previous year :- Nil) by selling as per contractual arrangement.

(i) During the current year, the shareholders of joint venture Company namely "Minda TTE Daps Private Limited” ("the entity”) at their Extra-Ordinary General Meeting held on 31 March 2023, have approved the Voluntary Liquidation of the entity and approved the appointment of liquidator, as per the provisions of Section 59 of Insolvency and Bankruptcy Code, 2016. The entity is under liquidation with effect from 31 March 2023 i.e. liquidation commencement date and joint venture agreement has been terminated between parties and the same is fully impaired as of March 31, 2023.

(j) During the current year, the Company has incorporated wholly owned subsidiary company namely "Uno Minda Auto Technologies Private Limited” on 31 March 2023, however, no equity shares were issued as on that date.

(c) Trade receivables includes '88.64 crores (31 March 2022: '17.45 crores) due from private companies in which director of the Company is a director. Apart from this there is no other trade or other receivable are due from directors or other officers of the Company either severally or jointly with any other person. Nor any trade or other receivable are due from firms or private companies respectively in which any director is a partner, a director or a member.

(d) For terms and conditions relating to related party receivables, (refer Note 35).

(e) Trade receivables are non-interest bearing and are usually on trade terms based on credit worthiness of customers as per the terms of contract with customers

(f) Trade receivables includes amount to be billed to the customers with respect to unbilled price increase amounting to '23.89 crores (31 March 2022: '49.88 crores) and unbilled price decrease amounting to '32.96 crores (31 March 2022: '24.15 crores) included under "Not due”catogory.

(a) The deposits maintained by the Company with banks comprise of the time deposits, which may be withdrawn by the Company at any point of time without prior notice and are made of varying periods between three months to twelve months depending on the immediate cash requirements of the Company and earn interest at the respective short-term deposit rates.

(b) Unpaid dividend as at 31 March 2022 includes the amount payable to Investor Education and Protection Fund amounting to '0.02 crores which was paid on May 23, 2022. Apart from this, unpaid dividend account does not include any amount payable to Investor Education and Protection Fund. The Company can utilise the balance towards settlement of unclaimed dividend.

(vi) Terms/rights attached to equity shares

The Company has only one class of issued equity shares capital having par value of '2/- per share (31 March 2022 '2/- per share). Each shareholder is entitled to one vote per share held. . The Company declares and pays dividend in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential assets, in proportion to their shareholding.

(vii) Terms/ rights attached to preference shares

During the previous year, the Company had only one class of issued preference shares capital having par value of '100/- per share, which were compulsorily redeemable on the expiry of 36 months from the date of allotment thereof with an option with to redeem them at the option of preference shareholder to redeem them any time after the expiry of 18 months, wherein the yield and the coupon shall be adjusted proportionately. Each 0.01% non-convertible redeemable preference share was to be redeemed at the issue price of '121.25 together with a yield of 7.5% p.a. on the issue price such that the redemption price, if redeemable preference shares are redeemed at the end of 36 months shall be '150.60 per share. The preference shares carry a dividend of 0.01% per annum. The dividend rights are non-cumulative. The preference shares rank ahead of the equity shares in the event of a liquidation. The presentation of the liability and equity portions of these shares is explained in the summary of significant accounting policy. The Company has fully redeemed these during the current year.

* Out of the 1,88,84,662 non-convertible redeemable preference shares issued in previous years, 1,88,75,002 non-convertible redeemable preference shares have been redeemed during the financial year 2021-22 and remaining .9,660 non- convertible redeemable preference shares have been redeemed during the current financial year 2022-23.

(x) During the previous year the Company had issued 97,22,000 fully paid up equity shares of face value of '2 each amounting to '699.98 crores at a price of '720 per equity share (including securities premium of '718 per equity share) to Qualified institutional buyers (QIB) pursuant to resolution passed by board of directors dated June 13, 2021 and special resolution passed by shareholder in Extra-ordinary general meeting dated July 22, 2021. The funds so received had been utilised for the purpose for which these funds have been raised.

(xi) Shares reserved for issue under Employee stock option plan

Information relating to Employee stock option plan, including details of option issued, exercised and lapsed during the financial year and options outstanding as at end of the reporting period are set out in note 34.

Nature and purpose of other reserves

(i) Securities premium

Securities premium is used to record the premium on issue of shares. The reserve can be utilised only for limited purposes in accordance with the provisions of the Companies Act, 2013.

(ii) Retained earnings

Retained earnings are the profits that the Company has earned/incurred till date, less any transfers to general reserve, dividends or other distributions paid to shareholders Retained earnings include re-measurement loss / (gain) on defined benefit plans, net of taxes that will not be reclassified to Statement of Profit and Loss.

(iii) Employee stock options reserve

The share options-based payment reserve is used to recognise the grant date fair value of options issued to employees under Employee stock option plan.

(iv) General Reserve

Under the erstwhile Companies Act 1956, general reserve was created through an annual transfer of net income at a specified percentage in accordance with applicable regulations. The purpose of these transfers was to ensure that if a dividend distribution in a given year is more than 10% of the paid-up capital of the Company for that year, then the total dividend distribution is less than the total distributable results for that year. Consequent to introduction of Companies Act 2013, the requirement to mandatorily transfer a specified percentage of the net profit to general reserve has been withdrawn. However, the amount previously transferred to the general reserve can be utilised only in accordance with the specific requirements of Companies Act, 2013.

(v) Capital redemption reserve

The Companies Act, 2013 requires that when a Company purchases its own shares out of free reserves or securities premium account, a sum equal to the nominal value of the shares so purchased shall be transferred to a capital redemption reserve. The reserve was created by the Company pursuant to redemption of preference shared in earlier year and can be utilised in accordance with the provisions of Section 69 of the Companies Act, 2013.

(vi) Capital reserves arising on amalgamation

The excess of net assets taken over the consideration paid in the mergers done in the earlier years is treated as capital reserve on account of amalgamation. Capital reserve on account of amalgamation is not available for the distribution to the shareholders.

(vii) Capital reserve

The excess of net assets taken over the consideration paid, in a common control business combination transaction, is treated as capital reserve. Capital reserve is not available for the distribution to the shareholders.

(viii) Equity instruments through other comprehensive income

The Company has elected to recognise changes in the fair value of certain investments in equity securities in other comprehensive income. These changes are accumulated within the Equity instrument through other comprehensive income reserve within equity. The Company transfers amounts from this reserve to retained earnings when the relevant equity securities are derecognised.

(ix) Equity component of other financial instruments

Equity component of the other financial instruments is credited to other equity.

(ix) During the previous year, the Company had outstanding 9,660.01% non-convertible redeemable preference share, which were compulsorily redeemable on the expiry of 36 months from the date of allotment thereof with an option with to redeem them at the option of preference shareholder to redeem them any time after the expiry of 18 months, wherein the yield and the coupon shall be adjusted proportionately. Each 0.01% non-convertible redeemable preference share shall be redeemed at the issue price of '121.25 together with a yield of 7.50% p.a. on the issue price such that the redemption price, if redeemable preference shares are redeemed at the end of 36 months shall be '150.60 per share. The preference shares carry a dividend of 0.01% per annum. The dividend rights are non-cumulative. These shares are classified as compound financial instrument and liability component of these shares has been disclosed under non-current borrowing. In current year, the same has been fully redeemed by the Company.

(x) Term loan from bank and others contain certain debt covenants. The Company has satisfied all these debt covenants prescribed in the terms of these loans.

(xi) The Company has not made any default in the repayment of loans to banks and other financial institutions including interest thereon.

(xii) The term loans have been used for the purpose for which they were obtained and funds raised for a short term basis have not been used for long term purposes.

(xiii) In pursuant to borrowing taken by the Company from banks on security of current assets, the Company is required to submit the information periodically which includes the stock statement, book debts statement, revenue, trade receivable and trade payable etc. During the current year, the Company has submitted the following financial information to all banks, from whom working capital demand loan has been taken, on quarterly basis which in some of these cases is not reconciled with books as follows:

(ii) The trade payables are unsecured and non interest-bearing and are usually on varying trade term.

(iii) Trade Payables include due to related parties '161.73 crores (31 March 2022 : '181.71 crores) {refer to note 35}

(iv) For terms and conditions with related parties. {refer to note 35}

(v) The amounts falling in the category of more than 1 year are related to pending obligations on the part of the supplier as per agreed terms and conditions mentioned in respective contracts.

(vi) Trade payable includes acceptance amounting to '14.63 crores. (31 March 2022 : '21.64 crores).

(vii) Information as required to be furnished as per section 22 of the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act) for the year ended 31 March 2023 is given below. This information has been determined to the extent such parties have been identified on the basis of information available with the Company

(i) Unpaid dividend as at 31 March, 2022 includes the amount payable to Investor Education and Protection Fund amounting to '0.02 crores which has been paid on 23 May, 2022. Apart from this, unpaid dividend account does not include any amount payable to Investor Education and Protection Fund which is due and unpaid.

(ii) It represents refundable capital advance in relation to sale of land situated at Village Nawada Fatehpur, PO. Sikanderpur Badda, Gurugram, Haryana (the land) received during the year, however subsequent to the year end, the Board of directors have dropped the plan to sale the land and continue to use the same for manufacturing facilities, accordingly the advance received has been shown under other current financial liability.

(f) Effective tax rate has been calculated on profit before tax.

(g) Pursuant to section 115BAA of Income Tax Act, 1961, the Company has opted for lower tax rates beginning current financial year. Consequent to this, the Company has calculated tax for the current year and re-measured its deferred tax liability basis rates prescribed in section and credited consequential impact in deferred taxes for the current year amounting to '8.26 crores.

(h) As at March 31, 2023, the Company has deductible temporary differences with respect to provision for impairment in investments amounting to '51.02 crores (March 31,2022: '46.39 crores) on which no deferred tax asset has been created by the management due to lack of probability of future capital gain against which such deferred tax assets can be realised. If the Company were able to recognise all unrecognised deferred tax assets, the profit after tax would have increased by '12.86 crores (Previous year - '16.21 crores).

(a) Trade Receivable represents the amount of consideration in exchange for goods or services transferred to the customers that is unconditional.

(b) The Company has entered into the agreement with customers for sales of goods. Contract liabilities arises in respect of contracts where the Company has obligation to deliver the goods and perform specified service to a customer for which the Company has received consideration in advance. Contract liabilities are recognised as revenue when the Company performs obligation under the contract (i.e. transfers control of the related goods or services to the customer). There is decrease in contract liabilities during the year mainly due to the completion of performance obligation against the opening advance.

(c) Unsatisfied performance obligations:

Information about the Company's performance obligations are summarised below:

Sale of products: Performance obligation in respect of sale of goods is satisfied when control of the goods is transferred to the customer, generally on delivery of the goods and payment is generally due as per the terms of contract with customers Sales of services: The performance obligation in respect of services is satisfied over a period of time and acceptance of the customer. In respect of these services, payment is generally due upon completion of service based on time elapsed and acceptance of the customer.

The remaining performance obligation expected to be recognised relates to amounts received from customer or invoice raised to the customer against which performance obligation is to be satisfied within one year. During the year ended 31 March 2023. Revenue recognised from amount included in contract liability at the beginning of year is '80.84 cores (31 March 2022: '31.01 crores). Revenue recognised from performance obligation satisfied in the previous period is 'Nil (31 March 2022: 'Nil)

NOTE 29 COMMITMENTS AND CONTINGENCIES

(A) Contingent liabilities (to the extent not provided for)

As at 31 March 2023

As at 31 March 2022

(a) Claims made against the Company not acknowledged as debts (including interest, wherever applicable)

0.03

1.69

(b) Disputed tax liabilities in respect of pending litigations before appellate authorities

70.30

73.29

Note:

(i) Claims / suits filed against the Company not acknowledged as debts which represents various legal cases filed against the Company. The Company has disclaimed the liability and defending the action. The Company has been advised by its legal counsel that its position is likely to be upheld in the litigation process and accordingly no provision for any liability has been made in the financial statement.

(ii) The various disputed tax litigations are as under:

Disputed amount as at 31 March 2023

Disputed amount as at 31 March 2022

Income tax matters

(Disallowances and additions made by the income tax department)

4.57

4.57

Excise / Custom/ Service tax matters

(Demands raised by the excise / custom / service tax department )

0.66

5.15

Sales tax / VAT matters

(Demands raised by the Sales tax / VAT department )

63.50

63.53

Goods and service tax matters

(Demands raised by the GST department )

1.57

0.04

Total

70.30

73.29

Note: The Company has ongoing disputes with various judicial forums relating to tax treatment of certain items in respect of income tax, excise, sales tax, VAT, service tax and GST. The Company is contesting these demands and the management believes that our position will likely to be upheld in the appellate process and accordingly no provision is required to be accrued in the financial statements respect to these demands raised. The management believes that the ultimate outcome of this proceeding will not have a material adverse effect on the Company's financial position and results of operations.

(c) Corporate guarantees given by the Company and outstanding as at 31 March 2023 amounting to '130.73 crores ('130.73 crores as on 31 March 2022) in respect of loans taken by related parties. Further, the Company has also provided 'letter of comfort' amounting to '16.36 crores (31 March 2022: '16.36 crores) in respect of loans taken by related party from banks.

(d) The Hon'ble Supreme Court of India ("SC”) by their order dated February 28, 2019, set out the principles based on which allowances paid to the employees should be identified for inclusion in basic wages for the purposes of computation of Provident Fund contribution. Subsequently, a review petition against this decision is pending before the SC for disposal. Further, there are interpretative challenges and considerable uncertainty, including estimating the amount retrospectively. Pending the outcome of the review petition and directions from the EPFO, the impact for past periods, if any, is not ascertainable reliably and consequently no financial effect has been provided for in the standalone financial statements.

(c) The Company has given parent support letter to its subsidiary companies namely "Minda Storage Batteries Private Limited” and "Global Mazinkert S.L.” considering the fund requirement of these companies and growth prospects.

(d) Liability of customs duty towards export obligation undertaken by the Company under "Export Promotion Capital Goods Scheme (EPCG)” amounting to '13.62 crores ('5.52 crores as on 31 March 2022). As per the EPCG terms and conditions, Company needs to export '81.72 crores ('33.12 crores as on 31 March 2022) i.e. 6 times of duty saved on import of Capital goods on FOB basis within a period of 6 years The Company expect to fulfil the export obligation in due course of time.

(C) Undrawn committed borrowing facility

As at March 31,2023, the group has '44.53 crores of working capital facility remains undrawn ( March 31,2022: '269.49 crores).

During the current year, the Company has contributed '4.00 crores (March 31, 2022: '3.26 crores) to "Suman Nirmal Minda Foundation” (formerly known as "Suman Nirmal Minda Charitable Trust”) ("Trust”) as a contribution towards ongoing project to be undertaken by the Trust. Out of the contribution made by the Company, there is unspent CSR amount of 'Nil (March 31, 2022 : '1.37 crores) by trust with respect to projects to be undertaken by it . Out of the unspent CSR amount of '1.37 crore of previous year, '1.07 crores has been spent by the trust during the current year and balance '0.30 crores is still unspent and deposited in Unspent CSR account as per section 135(6) of the Act..

During the current year, the Company has allotted bonus shares to its existing shareholders in the ratio of 1:1 by capitalization of reserves to those shareholders who held shares as on record date i.e. July 8, 2022. Accordingly, the earning per share (basic and diluted) for the previous year has been recalculated taking impact of bonus shares.

NOTE 33| GRATUITY AND OTHER POST RETIREMENT BENEFIT PLANS

Disclosures pursuant to Ind AS - 19 "Employee Benefits” (notified under the section 133 of the Companies Act 2013 (the Act) read with Companies (Indian Accounting Standards) Rule 2015 (as amended from time to time) and other relevant provision of the Act) are given below :

(A) Defined benefit plan

The Company operates following defined benefit obligations:

(a) Gratuity: The employees' Gratuity Fund Scheme, which is a defined benefit plan, is managed by the trust which maintains its investments with Life Insurance Corporation of India (LIC). The gratuity plan is governed by the Payment of Gratuity Act, 1972. Under the gratuity plan, every employee who has completed at least five years of service usually gets a gratuity on departure 15 days of last drawn basic salary for each completed year of service. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

(b) Pension : The Company operates a defined benefit pension plan for its eligible employees which entitles the eligible employees certain benefit in form of guaranteed pension payable for life. During the current year, the amount has become payable to the employee, hence the same has been recognised as "Payable to employee” under other current financial liability with the corresponding transfer from the pension defined benefit plan.

The following tables summaries the components of net benefit expense recognised in the statement of profit or loss and the funded status and amounts recognised in the balance sheet for the respective plan:-

(xi) The plan assets are maintained with Life Insurance Corporation of India (LIC).

(xii) Enterprise best estimate of contribution during the next year is '16.44 crores (31 March 2022: '62.72 crores)

(xiii) Discount rate is based on the prevailing market yields of Indian Government securities as at the balance sheet date for the estimated term of the obligations.

(xiv) The sensitivity analyses above have been determined based on a method that extrapolates the impact on defined benefit obligation as a result of reasonable changes in key assumptions occurring at the end of the reporting period while holding all other assumptions constraint. In practice it is unlikely to occur and change in some of the assumption may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefit liability recognised in the balance sheet.

(xv) The estimates of rate of escalation in salary considered in actuarial valuation are after taking into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market. The above information is as certified by the Actuary.

(xvi) The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the prior period.

NOTE 34 SHARE BASED PAYMENTS Uno Minda Employee Stock Option Scheme - 2019

The shareholders of the Company had approved the Uno Minda Employee Stock Option Scheme - 2019 (herein referred as Uno Minda ESOS-2019) through postal ballot resolution dated 25 March 2019. The employee stock option scheme is designed to provide incentives to eligible employees of the Company and its subsidiaries.

This scheme provided for conditional grant of stock options at nominal value to eligible employees as determined by the Nomination and Remuneration Committee from time to time. The vesting conditions under this scheme include the Company achieving the target market capitalisation. The maximum number of equity shares to be granted under the scheme shall not exceed 7,866,500 options. The scheme is monitored and supervised by the Nomination and Remuneration Committee of the Board of Directors in compliance with the provisions of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and amendments thereof from time to time.

Tranch-I: During the earlier year, the nomination and remuneration committee of the Board of directors of the company had approved and granted options to eligible employees of the company and its subsidiaries under UNO Minda Employee stock option scheme 2019 subject vesting conditions based on market capitalisation on or before the vesting date as prescribed in the scheme. However during the previous year, the nomination and remuneration committee vide its resolution dated July 19, 2021 had modified the vesting condition for achieving target of market capitalisation from '27,000 crores to '24,000 crores on or before May 31, 2022. Accordingly the Company had accounted the said modification in the previous year in accordance with Ind AS 102 "Share based payments” amounting to '20.75 crores in statement of profit and loss.

Tranch-II: During the current year, the nomination and remuneration committee of the Board of directors of the Company vide their meeting held on August 08, 2022 has further approved and granted 30,44,832 number of options to eligible employees of the Company and its subsidiaries under Uno Minda Employee stock option scheme 2019 subject to vesting conditions on or before the vesting date i.e. May 30, 2025. Each option is is convertible into one equity share.

(a) The transactions with related parties are made on terms equivalent to those that prevail in arm's length transactions. Outstanding balances at the year-end are unsecured and interest free except the interest bearing loan taken from subsidiary company. The settlement for these balances occurs through payment. The Company has not recorded any impairment of receivables relating to amounts owed by related parties for the year ended 31 March 2023 (31 March 2022: Nil). This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.

(b) As at 31 March 2023, the Company has not granted any loans to the promoters, directors, KMPs and the related parties (as defined under Companies Act, 2013), either severally or jointly with any other person (31 March 2022: Nil).

(c) All the liabilities for post retirement benefits being 'Gratuity, compensated absence and pension benefit' are provided on actuarial basis for the Company as a whole, accordingly the amount pertaining to Key management personnel are not included above.

The management has assessed that trade receivables, cash and cash equivalents, other bank balances, other current financial assets, borrowings, trade payables, current lease liabilities and other financial current liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.

The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair value

(i) The fair value of unquoted instruments is estimated by discounting future cash flows using rates currently available for debt on similar terms, credit risk and remaining maturities. The valuation requires management to use unobservable inputs in the model, of which the significant unobservable inputs are disclosed in the tables below. Management regularly assesses a range of reasonably possible alternatives for those significant unobservable inputs and determines their impact on the total fair value.

(ii) The fair values of the Company's interest-bearing borrowings are determined by using effective interest rate (EIR) method using discount rate that reflects the issuer's borrowing rate as at the end of the reporting period. The own non-performance risk as at 31 March 2023 was assessed to be insignificant.

(iii) Long-term receivables/payables are evaluated by the Company based on parameters such as interest rates, risk factors,

individual creditworthiness of the counterparty and the risk characteristics of the financed project. Based on this evaluation, allowances are taken into account for the expected credit losses of these receivables.

(iv) The fair values of the quoted equity shares has been determined based on quoted price available in open market.

(v) The fair value of security deposit has been estimated using DCF model which consider certain assumptions viz. forecast cash flows, discount rate, credit risk and volatility.

(vi) The fair values of the investment in mutual fund has been determined based on net assets value (NAV) available in open market.

(vii) The Company has entered into derivative financial instruments with various banks and financial institutions. Interest rate swaps and foreign exchange forward contracts are valued using valuation techniques, which employs the use of market observable inputs. As at year end, the mark-to-market value of other derivative asset positions is net of a credit valuation adjustment attributable to derivative counterparty default risk. The changes in counterparty credit risk had no material effect on the financial instruments recognised at fair value.

(viii) Fair value hierarchy

Level 1: The fair value of financial instruments traded in active markets (such as publicly traded derivatives and equity securities) is based on quoted market prices at the end of the reporting period for identical assets or liabilities. The mutual funds are valued using the net assets value (NAV) available in open market. The quoted market price used for financial assets held by the group is the current bid price. These instruments are included in level 1.

Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-the-counter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities, contingent consideration and indemnification asset included in level 3.

There are no transfers among levels 1, 2 and 3 during the year

This section explains the judgement and estimates made in determining the fair value of financial assets that are:

a) Recognised and measured at Fair value

b) Measured at amortised cost and for which fair value is disclosed in financial statements

The Company being the active supplier for the automobile industry is exposed to various market risk, credit risk and liquidity risk. The Company has global presence and has decentralised management structure. The regulations, instructions, implementation rules and in particular, the regular communication throughout the tightly controlled management process consisting of planning, controlling and monitoring collectively form the risk management system used to define, record and minimise operating, financial and strategic risks.

The Company has set up a risk management committee (RMC) which comprise of group chief finance officer and three directors of which two are independent directors RMC periodically reviews operating, financial and strategic risk in the business and their mitigating factors RMC has formulated a risk management policy for the Company which outlines the risk management framework to help minimise the impact of uncertainty. The main objective of this policy is to ensure sustainable business growth with stability and to promote a proactive approach in reporting, evaluating and resolving risk associated with the business. This process provides assurance that the Company's financial risk-taking activities are governed by appropriate policies and procedures and that financial risk are identified, measured and managed in accordance with Company policies and Company risk objective. The Company's financial risk management is an integral part of how to plan and execute its business strategies. Below notes explain the sources of risks in which the Company is exposed to and how it manages the risks.

(a) Market Risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include loans deposits, and investments, and foreign currency receivables, payables and derivative financial instruments. The sensitivity analysis in the following sections relate to the position as at reporting date. The analysis exclude the impact of movements in market variables on: the carrying values of gratuity and other post-retirement obligations; provisions; and the non-financial assets and liabilities. The sensitivity of the relevant profit and loss item and equity is the effect of the assumed changes in the respective market risks. This is based on the financial assets and financial liabilities held as of 31 March 2023 and 31 March 2022

(i) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company also have operations in international market due to which the Company is also exposed to foreign exchange risk arising from foreign currency transactions primarily with respect to the movement in foreign currency exchange rates. The Company's exposure to the risk of changes in foreign exchange rates relates primarily to the Company's operating activities (when revenue or expense is denominated in foreign currency). The Company manages its foreign currency risk partly by taking forward exchange contract for transactions of sales and purchases and partly balanced by purchasing of goods/services from the respective countries. The Company evaluates exchange rate exposure arising from foreign currency transactions and follows established risk management policies.

(iii) Commodity price risks

Fluctuation in commodity price in market affects directly or indirectly the price of raw material and components used by the Company. The Company sells its products mainly to auto makers (Original Equipment Manufacturer) whereby there is a regular negotiation / adjustment of prices on the basis of changes in commodity prices.

(b) Liquidity Risk

Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses. The Company's objective is to, at all times maintain optimum levels of liquidity to meet its cash and collateral requirements. The Company closely monitors its liquidity position and deploys a robust cash management system. It maintains adequate sources of financing through the use of short term bank deposits, short term loans, and cash credit facility etc. Processes and policies related to such risks are overseen by senior management. Management monitors the Company's liquidity position through rolling forecasts on the basis of expected cash flows. The Company assessed the concentration of risk with respect to its debt and concluded it to be low.

(c) Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations towards the Company and arises principally from the Company's receivables from customers and deposits with banking institutions. The maximum amount of the credit exposure is equal to the carrying amounts of these receivables. Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. The Company only deals with parties which has good credit rating/worthiness given by external rating agencies or based on company's past assessment.

(i) Trade Receivables

The Company has developed guidelines for the management of credit risk from trade receivables. The Company's primary customers are major automobile manufacturers with good credit ratings. All customer are subjected to credit assessments as a precautionary measure, and the adherence of all customers to payment due dates is monitored on an on-going basis, thereby practically eliminating the risk of default. The Company has deposited liquid funds at various banking institutions. No impairment loss is considered necessary in respect of these fixed deposits that are with recognised commercial banks and are not past due over past years.

Customer credit risk is managed by each business unit subject to the Company's established policy, procedures and control relating to customer credit risk management. An impairment analysis is performed at each reporting date on trade receivables by lifetime expected credit loss method based on provision matrix. The provision rates are based on days past due for grouping at customers with similar loss patterns. The calculation reflects the probability weightage outcome, the time value of money and reasonable and supporting information that is available at the reporting date about the past events, current condition and future forecast. The Company does not hold collateral as security. The Company evaluates the concentration of risk with respect to trade receivables and contract assets as low, as its customers are located in several jurisdictions and industries and operate in largely independent markets.

(ii) Financial instruments and deposits

Credit risk from balances with banks and financial institutions is managed by the Company's treasury department in accordance with the Company's policy. Investments of surplus funds are made in bank deposits. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty's potential failure to make payments. The Company's maximum exposure to credit risk for the components of the balance sheet at 31 March 2023 is the carrying amounts . The Company's maximum exposure relating to financial instrument is noted in liquidity table below.

For the purposes of Company's capital management, Capital includes issued equity share capital, securities premium and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company's capital management is to ensure that it maintains an efficient capital structure and maximise shareholder value. The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders or issue new shares. The Company monitors capital using gearing ratio and net debt to EBITDA ratio. The Company policy is to keep the gearing ratio between 0% to 25% and net debt to EBITDA less than 2 times.

(i) The Board of directors of the Company in its meeting held on 06 February 2020, accorded its consent for the scheme of amalgamation of Minda I Connect Private Limited (Transferor Company) with Minda Industries Limited (Transferee Company) subject to necessary approvals of shareholders, Creditors and other approvals and sanctions by the National Company Law Tribunal (NCLT), New Delhi. The Company is yet to receive the approval of NCLT on the scheme, accordingly appropriate accounting treatment of the Scheme will be done post receipt of NCLT approval.

(ii) The Board of directors of the Company in its meeting held on March 20, 2023, accorded its consent for the scheme of amalgamation of subsidiary companies namely, "Kosei Minda Aluminum Company Private Limited” ('KMA') (Transferor Company 1), "Kosei Minda Mould Private Limited” ('KMM') (Transferor Company 2), "Minda Kosei Aluminum Wheel Private Limited”('MKA') (Transferor Company 3) with "Uno Minda Limited” (formerly known as "Minda Industries Limited”) (Transferee Company) subject to necessary approvals of shareholders, Creditors and other approvals and sanctions by the National Company Law Tribunal (NCLT), New Delhi. The Company is yet to receive the approval of NCLT on the scheme, accordingly appropriate accounting treatment of the Scheme will be done post receipt of NCLT approval.

(iii) The Board of Directors of the Company in its Meeting held on May 24, 2022, accorded it's consent for the Scheme of Arrangement among Harita Fehrer Limited ("Transferor Company”), Minda Storage Batteries Private Limited ("Demerged Company”), both Wholly Owned Subsidiaries of Uno Minda Limited with Uno Minda Limited (formerly known as Minda Industries Limited) ("Transferee Company”) and their respective shareholders and creditors, subject to necessary approvals of authorities and the Hon'ble National Company Law Tribunal (NCLT), New Delhi. The Company is yet to receive the approval of NCLT on the scheme, accordingly appropriate accounting treatment of the Scheme will be done post receipt of NCLT approval.

(i) The Company does not have any Benami Property where any proceedings have been initiated or are pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.

(ii) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

(iv) The Company has complied with the number of layers prescribed under the Companies Act, 2013

(v) The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year. Refer note 39 for scheme of merger pending court approval.

(vi) The Company has not advanced or loaned or invested funds to any other person or entity, including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the group (Ultimate Beneficiaries) or

b. provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries

The Company has not received any fund from any person or entity, including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

b. provide any guarantee, security or the like on behalf of the ultimate beneficiaries

(vii) The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as search or survey or any other relevant provision of the Income Tax Act, 1961).

(viii) The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.

(ix) The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the current or previous year.

(x) The Company does not have any charges or satisfaction which are yet to be registered with the Registrar of Companies beyond the statutory period.

(xi) The borrowings obtained by the Company from banks and financial institutions have been applied for the purposes for which such loans were was taken.

NOTE 46 The Company has established a comprehensive system of maintenance of information and documents as required by the transfer pricing legislation under section 92-92F of the Income Tax Act, 1961. Since the law requires existence of such information and documentation to be contemporaneous in nature, the Company is in the process of updating the documentation for the transactions entered into with the associated enterprises during the financial year and expects such records to be in existence latest by due date as required under the law. The management is of the opinion that its transactions with the associated enterprises are at arm's length so that the aforesaid legislation will not have any impact on the financial statements, particularly on the amount of tax expense and that of provision for taxation.

The accompanying notes form an integral part of the standalone financial statements


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