Driving
Technology-led
Transformation
Chief Executive Officer’s Statement Director’s Report
Standalone Auditor’s Report Standalone Balance Sheet
Standalone Statement of Profit & Loss Standalone Cash Flow Statement
Notes to Standalone Financial Statement
Consolidated Auditor’s Report - Balance Sheet 09
11
32
40
42
44
46
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BOARD OF DIRECTORS
Directors
Mr. Laksh Vaaman Sehgal Mr. Bimal Dhar
Mr. Arjun Puri (Independent Director) Mr. Sanjay Kalia (Independent Director) Mr. Shunichiro Nishimura
Mr. Hideaki Kobayashi Ms. Lata Unnikrishnan
BANKERS
Axis Bank Ltd.
HDFC Bank Ltd.
ICICI bank Ltd State Bank of India
STATUTORY AUDITORS
S.R. Batliboi & Co. LLP Chartered Accountants
(Firm Registration No.: 301003E/IE300005) Golf View Corporate Tower-B,
Sector-42, Sector Road, Gurugram – 122002, Haryana, India
REGISTERED OFFICE
2nd Floor, F-7, Block B-1,
Mohan Cooperative Industrial Estate, Mathura Road, New Delhi - 110 044, India
GLOBAL PRESENCE
INDIA
MothersonSumi INfotech & Designs Limited
C- 26, Sector 62, NOIDA - 201309, Uttar Pradesh Samvardhana Motherson Corporate Tower, Plot No. 01, Sector – 127,
Noida - 201301, Uttar Pradesh
RATTHA TEK MEADOW CAMPUS, 3rd Floor, Tower B, No: 51, Old Mahabalipuram road, Sholinganallur, Chennai 600119
GERMANY
MothersonSumi INfotekk and Design GmbH
Schlossmattenstrasse 7a, D-79268 Boetzingen, Germany
JAPAN
MothersonSumi INfotech and Designs KK
4F Seiki No.2 Building, 5-2-11, Sotokanda, Chiyoda-ku, Tokyo, 101-0021, Japan
MothersonSumi INfotech & Designs K.K.
4F BPR Place, 16-4, 1-chome Marunouchi Naka-ku, Nagoya 460-0002, Japan
SINGAPORE
MothersonSumi INfotech and Designs SG Pte. Ltd.
7 temasek boulevard, #20-06, Suntec Tower One, 038987
SPAIN
Motherson Information Technologies Spain S.L.U.
Pol. Neg. Mas Blau, Calle Berguedá,1 2ª planta 08820 El Prat del Llobregat
UAE
MOTHERSON INFOTEK DESIGNS MID EAST FZ-LLC
Premises 105, 1st Floor, Building No. 15,
Dubai Internet City, Dubai, United Arab Emirates UK
Motherson Infotech and Solutions UK Limited Thames Valley Park, Office 205B, 400 Thames Valley Park Dr. Earley, Reading RG6 1PT, United Kingdom
USA
MothersonSumi Infotech & Designs Ltd. (MSID US Inc) 444 North Wabash Avenue, 5th Floor, Chicago, IL 60611, USA
MothersonSumi INfotech & Designs Limited (MIND) is a global technology company that offers a consulting-led approach with an integrated portfolio of industry-leading solutions that encompass the entire
enterprise value chain. Our technology-driven products and services are built on two
decades of innovation, with a future focussed management philosophy, a strong culture of invention and co-innovation, and a relentless focus on customer-centricity. An SEI CMMI Level 5 company, MIND has delivered
best-in-class services to over 200 customers in 41+ global locations across all continents.
MIND is the technology and industrial solutions division of Motherson Group, one of the largest manufacturers of components for the automotive and transport industries worldwide with
135,000 employees across the globe. Our name itself signifies a relationship of deep trust- that of a mother and child. Trust is sacrosanct in all relationships at
Motherson while working towards our
vision of being a globally preferred
solutions provider.
MIND’s deep domain expertise, combined with innovative technology-led solutions and services has helped businesses maximize revenue, lower costs, simplify operations, optimize processes and create innovative products and services to build a competitive advantage in their respective industries. We start by understanding your business needs and priorities to create a technology-based roadmap customized to meet and deliver on your business outcomes. As a single provider for end-to-end services and our
technology-agnostic approach puts us in a unique position to help businesses transform in today’s fast-changing world.
Providing solutions that cater to customers across Automotive, Manufacturing, Hi-Tech, Financial services and Lifesciences &
Healthcare domain, MIND delivers the best-of-the-breed and out-of-the-box software solutions, specifically tailored and customized to meet your business needs.
We provide smart manufacturing, digital and core engineering solutions leveraging
Industry 4.0, Cloud, Design & Engineering, Digital & Analytics and IT Infra services to help enterprises enable their journey to the digital transformation.
We don’t just see MIND as a Technology
Solutions company but as a Digital Partner
for our customers in their evolution journey,
our organization stands on two strong pillars,
one makes it digitally empowered and the
other makes it innovation and prediction
driven through leveraging the power of data
driven intelligent insights.
5
8 5 3
2 7
1 6
4
India Germany Japan Singapore
1 2 3 4
US
8
UAE UK
6 7
We help our customers drive technology powered transformation in context to their business challenges in 41+ locations globally and with offices located across 8 countries
Spain
MIND is not just a technology solutions company but a digital partner in our customer’s evolution journey. We stand strong on two strong pillars, one making it digitally empowered and the other making it innovation and prediction driven through leveraging the power of Data and
Analytical capabilities. The 4 layers clearly highlight how our organization is
positioned to help. The top layer talks about the approach that we take to enable any solution or service for you which is based on the Design thinking approach, and we have a framework built on similar lines which we call synergia framework.
The second layer is where lies our core competency in terms of providing Digital
Transformation Into Reality
Industry 4.0 solutions along with Engineering services and Intelligent automation, the third layer is focused on enabling strong Infra for you in your digital journey. Be it migrating your on-premise to cloud or be it data center management for you we offer a host of services in
Infrastructure domain. The last layer is focused on productivity and Modernization i.e., adapting to a modern way of
developing applications, developing
business performance solutions leveraging AI/ML and identifying and developing more and more applications that are focused on productivity and ensure seamless
integration across systems in an enterprise.
Digit al in action
Imagine
UserExperience and User Interface
Design Thinking Approach
Customer Experience Platform
Perform
DigitalOperations &
Indudtry 4.0 systems
Digital &
Engineering Services
Intelligent Automation
Operate
CloudMigration and Transformation
Application
Management Data Center Management
Innovate
Digital Insights EnterpriseProductivity Modern Application Development
Co-cr eation with highly specializ ed par tners
H arne ss the po w er of big dat a analy tic s
Robust Network &
Security Operation Center, and
Intelligent workplace
AI/ML Led Performance Improvement
Cloud
Accelerating
time-to-market with industry leading cloud based solutions.
Cyber Security
Keeping your
businesses secure in real-time through our advance security services.
Digital & Analytics
Turning technology into business
outcomes through big data & analytics
solutions.
Design &
Engineering (DEX)
Creating new digital products and services, leveraging data and technology.
GBS & Digital Transformation
Connecting digtal vision with business reality through global business services (GBS).
Industry 4.0+
Connecting things, data, process and people.
IT Infrastructure
Reinventing the digital foundation of
businesses by
providing cutting edge IT infra services.
MIND SAP Services
Driving transformational results for global
enterprises through SAP
partnership.
iDACS
An IoT based ERP/ Machine agnostic system from MIND with real time data acquisition & production monitoring capabilities.
MOTIF
A big data and analytics-based solution suite that provides data based intelligent insights across the entire stakeholder value chain.
HRIS1
Elevating & energizing employees experience with human resource information system (HRIS1)
Rollr Mini
A seamless platform for everything on the move
eMPRO
Aligning business processes to the customer needs through native ERP
MORANGO Ledger
A Digital & Analytics powered Smart
Warehouse Management System
(WMS), delivering an end-to-end
traceability of inventory within and
outside the four walls along with a
secure and transparent transfer of
ownership powered by blockchain in
near real-time
To Our Shareholders,
By any measure, the past year was extraordinary and I hope everyone is keeping safe and healthy with their families. I thank you for your ongoing trust in MIND as we rode the pandemic waves to ensure business continuity and maturity.
Dynamism has been the second nature of MIND this past year. As we celebrated our 20th Anniversary, we are now, more than ever, oriented towards results and have emerged stronger. In line with our vision of being a “Globally Preferred Solutions Provider”, MIND has aggressively targeted external pastures as a part of its expansion plan.
With a core focus on massive business augmentation, we expanded footprints to 4 new geographies this past year - UK, UAE, Spain & Singapore. We also increased our reach to 6 Indian cities while revamping and restructuring operations in the existing Global Engineering Preparedness Scholarship - US, Japan, India, and Germany. In phase 2, we have further planned expansion in Thailand, Malaysia, Indonesia, France, Italy, Australia & New Zealand.
As a part of our growth strategy, we have on boarded industry veterans and practitioners to enrich the business and professional growth culture across Geographies and Line of Businesses. Our primary objective while on boarding leaders was to build a team which can leverage internal expertise for external market traction through their competence while guiding and supporting the organization through periods of strategic and operational change. Over the past year these leaders have shown true grit and passion, and I am happy to share that we are now abreast with the latest technologies, product streams, architectural and solution capabilities to meet any upcoming market demand. Their expertise has added qualified wins in Cloud, Systems, Applications & Products in Data Processing(SAP), Digital & Analytics (D&A), Robotic Process Automation (RPA), Digital and Engineering Services (DEX), and Cyber Security to name a few. As an example, I am proud to share that we now have 120+ Cloud customers across industries and not just limited to manufacturing. We have grown horizontally as well as vertically in this space, providing end-end services. A new line of Captive Business has also been started, and since its inception, it is creating benchmarks by on boarding renowned customers and building a robust funnel.
In line with global business standards, we implemented Sales force at MIND for optimum technical sales support to establish a one-stop solution and manage, maintain, as well as grow customer base and revenue streams. With a reinvigorated team in place, we have on boarded marquee customers across Global Engineering Preparedness Scholarship and have a strong visibility of incoming business through the financial year. To bolster our sales funnel and to back it up with a continuous in flow of opportunities, we have established a robust Global Alliance ecosystem for sales augmentation and reaching out to international markets. We have varying levels of partnerships with industry leaders such as AWS, Oracle, VMware, HPE, Google, UI Path, SAP, TIBCO, and are in talks with others. Consequently, this has muscled us with crucial wins and a strong pipeline.
Along with the initiatives to thicken our revenue stream and market hold, we have also focused on internal augmentation and business value-adding initiatives. To acknowledge the same, we have revamped our enabling functions to add value to our organizational processes and deliverables. We have centralized our sales & presales teams, created a dedicated group sales team, aligned Human resource business partner & Geographical Human Resource under a strong new HR Head, and empowered Project Management Office & Quality function to implement strong governance with the purpose of benchmarking our business enabling practice with industry-best practices in collaboration with the Office of the CEO.
Our Research Wing is top notch and is keeping the entire organization up to speed with the industry and its forecasted direction. Working in collaboration with renowned Global Advisory Ecosystems we are dynamically orienting ourselves, benchmarking our services and getting the right insights from a global analyst community. Our Marketing Function has also been overhauled which is consistently working towards creating a brand which is a global force to be reckoned with.
Some pertinent examples would be our dedicated lead generation engines, our massively revamped global website, virtual campaigns and participation in IT events worldwide, to name a few.
organization to support our biggest assets – our associates. Therefore, we’ve launched a slew of programs under our business transformation initiative-STAMINA across organizational change management, skill development, leadership grooming, cross-training etc., that shall promote this culture. We also strive to be a preferred employer of talent from renowned institutions. Hence, we are creating an atmosphere of trust and transparency through forums like Employee Engagement Feedback Response, 360-degree feedback, Joy at work, IMPACT, Ideathon etc., for continual over arching organizational growth.
During peak COVID times when our workforce was massively impacted, and emergency response team was setup and worked round the clock to ensure the right and timely support to many of our associates and their safety continues to be our priority. In line with the Group we recently augmented the medical benefits of our associates and are also running a large vaccination drive. These are just a few of the initiatives we have introduced for the holistic well being of our associates.
Looking Ahead
The future looks promising for us – our levers are in place, and the new engine is all cranked up to deliver what has been assured. We have started seeing early gains and have set a plan in motion to incrementally move forward with business centricity, operational excellence and innovation as our central themes. We are also well enroute to evolve ourselves from a project based player to a high tech global product based player. With a strong product strategy heralded by an agile team the coming year is going to see MIND launch unique new products while revitalizing older ones.
The forecasted market for our services is impressive, with solid use case adoptions across our operating regions. Our young talent pool is brimming with the energy and is abreast with the needs of the dynamic environment we work in. Our partners are already deepening their present engagements, and with the early gains that we made in the last year, more key global partnerships shall be forged this year. In addition to organic business augmentation globally, we have also significantly strengthened our inorganic growth engine in collaboration with the group and it should start bearing fruit within the financial year.
The above was just a brief snapshot of what we have enabled at MIND over the past year. The change we have brought is palpable and is reflecting in our modus operandi. With our strengths consolidated across Geographies, Practices, Enablers and Processes, one can only imagine what the future holds for MIND. I am personally certain of a paradigm in which MIND will become a major contributor to Motherson’s growth in line with Vision 2025.
I look forward to your continuous support and unwavering faith.
Godspeed to us all!
Yours MIND-fully Rajesh Thakur
To the Members,
Your Directors have the pleasure in presenting to you the 36th Annual Report together with the audited financial statements of the Company for the financial year ended March 31, 2021. The consolidated performance of the Company and its subsidiaries has been referred to whenever required.
Financial Performance and Operative Performance of the Company
The summarized financial results for the year ended March 31, 2021 and for the previous year ended March 31, 2020 are as follows:
(All amounts in INR Million)
Particulars Standalone Consolidated
For the year ended 31.03.2021
For the year ended 31.03.2020
For the year ended 31.03.2021
For the year ended 31.03.2020
Gross Revenue from Contract with Customers 3351.4 3404.8 4154.7 4201.5
Net Revenue from operations 3401.6 3404.8 4204.9 4201.5
Other Income 33.0 50.7 39.1 121.8
Profit Before Interest, Depreciation and tax 348.3 330.6 133.2 272.8
Less: Depreciation 157.9 133.9 168.7 139.7
Less: Finance Costs 58.7 31.9 62.2 33.2
Profit/ (Loss) Before Tax 131.7 164.8 (97.7) 99.9
Less: Provision for Taxation: 49.5 52.8 61.8 86.2
Profit after tax before minority interest and other
comprehensive income 82.2 112.0 (159.5) 13.7
Add: Other comprehensive income (5.7) (17.8) 32.2 (50.6)
Less: Minority Interest - - (0.3)
Profit for the year 76.5 94.2 (127.3) (36.6)
Add: Balance brought forward 487.6 424.7 456.8 491.3
Net profit available for appreciation 564.1 487.6 291.2 456.8
Operations and Performance & State of the Company’s Affairs
On standalone basis, your company achieved total revenue of INR 3401.6 Million over its revenue of INR 3404.8 Million of the previous financial year ended March 31, 2020. Net Profit for the year ended March 31, 2021 is INR 76.5 Million as compared to the previous year’s Net Profit of INR 94.2 Million.
On consolidated basis, the company has achieved an annual turnover of INR 4204.9 Million as compared to previous year’s annual turnover of INR 4201.5 Million and Net loss was INR 127.3 Million during year ended March 31, 2021 whereas the net loss was INR 36.6 Million during previous financial year ended March 31, 2020.
Due to outbreak of COVID-19 pandemic and the consequent lockdown announced by Government of India, Company’s operations were suspended for a part of the year. Accordingly, financial statement for the year ended March 31, 2021 are not strictly comparable with those of previous year ended March 31, 2020. Further the Company has assessed the impact of Covid-19 on its business operations and has prepared the cash flow projections and assessed the recoverability of fixed assets and other assets, re-evaluated the impairment indicators to test the carrying amount of the property, plant and equipment using various internal and external information up to the date of approval of these financial statement and has concluded that neither there is any material adverse impact on the business operations nor any material adjustments required in the financial statement.
Reserves
For the financial year ended March 31, 2021, no amount has been transferred to reserves.
Dividend
The Directors do not recommend any dividend for the Financial Year 2020-21.
Consolidated Financial Statements
In accordance with the Companies Act, 2013 and Indian Accounting standard (Ind AS) 110 on Consolidated Financial Statements read with Ind AS 28 on Accounting for Investments in Associates and Ind AS 31 on Financial Reporting of Interests in Joint Ventures in consolidated financial statements, your Directors have the pleasure in attaching the audited consolidated financial statement which forms a part of the Annual Report.
Subsidiary Companies, Joint Ventures and Associate Companies
In accordance with section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements of the company and all its subsidiaries, which form part of the Annual Report.
Further, a statement containing the salient features of the financial statement including performance of the company’s subsidiaries, attached in Form AOC-1, forms a part of the Annual Report.
Details of performance of subsidiaries of the Company is as under:
MSID US Inc. is focusing on Manufacturing, Healthcare and Software Product engineering verticals. Our key offerings in the region are Industry 4.0, Digital and Engineering Services (DEX), Professional services, Digital and Analytics (DnA), Cloud, RPA and SAP. Recently, we have onboarded SAP B1 as our technology partner, this has opened door for multiple SAP opportunities and onboarding marquee customers. We are also empowering our customer to optimize labor costs and enhance customer experience through our RPA capabilities. We are leveraging our group strength in manufacturing domain to develop End to End Manufacturing & Industry 4.0 Solutions value propositions for Motherson as well as external customers. Team has also been frequently participating into virtual summits and Impact events and gaining traction in US market.
MothersonSumiINfotech & Designs KK (MIND KK) is targeting to make MIND a preferred ADM and Infra solution provider of choice by providing high quality solutions to businesses in the region. Focusing to establish a GLOCAL (Global+ Local) organization in the region employing diverse workforce
Presently, concentrating on business lines such as Digital & Analytics, Product solutions like Automated Guided Vehicle (AGV) Control System and Rack Navi Pick to Light System, Hardware devices and SI projects.
We are strategically leveraging our existing relationship with SWS to form stronger bonds with Japanese customer while launching new Services -Infra, Engineering, Cloud, Analytics, IDACS, SAP that have potential in Japan.
Team have been participating in events like Japan IT week to engage in new discussions with potential partners and customers. Moreover, Lead generation agency IPROS and Edge connection are also being finalized.
MothersonSumi Infotekk & Design GmbH (MIND GmbH) aims to become a trusted partner to our customers in their digital transformation journey. The entity has been revamped to institutionalize a new phase of growth and customer services. It has been remarkable serving group business since its inception. In the new phase it has geared itself to expand service horizon to external customers along with group. Focused verticals in this region are IoT,Cloud, DnA, Cyber Security and SAP services. It has already started attracting customer focus towards its service portfolio and has onboarded its first external customer, many key accounts are in pipeline. Venturing in partnership with Crayon is in final stage and will help in positioning our solutions involving Cloud, IoT and AI offerings to mid and large sized customers.
MothersonSumi INfotech & Designs UK is one of the new entity incorporated in FY 2020. Vision is to position USP based offerings & map them to customer’s needs in the post pandemic world. It is hardly 10 months old but has opened its service account with marquee customers in UK. Team in this region is equipped with IT industry veterans and market experts in multiple domains. Current focus is on Manufacturing, BFSI and E Retail/ECommerce industries. An Alliance with Vokhus has been initiated and had already created a large Staff Augmentation opportunity. Virtual marketing campaigns of IOT and DEX are being launched to strengthen market presence and brand awareness.
Motherson Infotek Designs Mid East FZ-LLC (MIND UAE) is entity in the Middle East focusing to leverage its legacy and domain expertise and build upon Motherson excellent existing ecosystem. To use UAE as a leap frogging point to the rest of MEA.
Net New Business utilizing head’s strong contacts in the region with the strategic physical presence will accelerate MIND’s business in the region., The expansion strategy in the Middle East will take a phase wise approach and In the first phase target customers in Manufacturing, Public Sector And Financial Services. Right from day one the team is operational and had built up a strong funnel to meet its FY target.
MothersonSumi INfotech & Designs SG PTE Ltd. (MIND Singapore) is focusing on Cloud, Industry 4.0, Digital &
Analytics, Infrastructure management, Digital Engineering services.
Robust business pipeline of IoT, DnA, SAP and Cloud is being created. We have completed our Oracle Partnership Registration which will help us in generating new customer opportunities as well as good marketing. Apart from this we are also in discussions for establishing new alliances to strong hold our position in the market. Strong AWS bundle proposition being developed for Singapore & APAC to position MIND as a lean/dynamic customized solution provider Team is also conducting webinars as part of industry reach marketing activities.
SamvardhanaMotherson Health Solution Limited (SMHS), India has worked aggressively building solutions both in Pharma tech & Health tech space. SMHS has launched its first product ‘Digital Logbook’ product for Pharmaceutical companies supporting them on regulatory compliances and strengthening the digital drive. Using augmented reality and wearable’s, SMHS is also prototyping solutions for improved patient care delivery.
Motherson Information Technologies Spain S.L.U.
The Company was setup during the year with sole purpose of providing IT support and related services which include Central IT Service, IT infrastructure, IT business solution, IT Operation, IT Security , IT PMO and data center operation.
Internal controls with reference to the Financial Statements
Your Company has adopted various policies and procedures for ensuring the orderly and efficient conduct of its business including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and
Company has appointed Internal Auditors to carry out both system and financial audit of its activities.
The Company has laid special emphasis by ensuring that such controls are not only adequate but are also operating effectively.
Fixed Deposits
Your Company has neither invited nor accepted any Deposits covered under chapter V of the Companies Act, 2013 for the year ended on March 31, 2021. There is no unclaimed or unpaid deposit lying with the Company.
There has been no default in repayment of deposits or payment of interest thereon during the year under review.
Auditors and Auditor’s Report Statutory Auditors
As per section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, M/s. S.R.
Batliboi & Co. LLP, Chartered Accountants (Firm Registration No.-301003E/E300005), were appointed as Statutory Auditors of the Company to hold the office from the conclusion of 35th Annual General Meeting of the Company held in the year 2020 till the conclusion of 40th Annual General Meeting of the Company scheduled to be held in the year 2025.
The report given by M/s. S R Batliboi & Co. LLP, statutory auditors on the financial statement of the Company for the year 2020-21 is part of the Annual Report. The observations of the Auditors and the relevant notes on the accounts are self- explanatory and therefore do not call for any further comments. The Auditors’ Report does not contain any qualification, reservation or adverse remark.
Further, during the year, in the course of the performance of their duties as auditor, no frauds were reported by them which they have reason to believe that an offence involving fraud has been committed against the Company by officers or employees of the Company.
Cost Auditor
Your Company is not covered under the provisions of Section 148 of the Companies Act, 2013. The Company is not required to conduct audit of its cost accounting records for the financial year 2020-21.
Internal Auditor
M/s. Protiviti Advisory India Member Private Limited performed the duties of Internal Auditor of the Company for the financial year 2020-21.
Secretarial Auditor
Pursuant to the provisions of Section 204 of The Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 your Directors appointed M/s. Sharma Vijay & Associates as Secretarial Auditor to conduct the Secretarial Audit for the Financial Year 2020-21.
The Secretarial Audit Report for the financial year ended March 31, 2021 forms part of annual report.
they have no reason to believe that an offence involving fraud has been committed against the Company by officers or employees of the Company.
Particulars of Loans, Guarantees or Investments
Details of loans, guarantees or investments made by the Company in terms of the provisions of Section 186 of the Companies Act, 2013 and rules made thereunder form part of the notes to the financial statements provided in this Annual Report.
Changes in the Share Capital
There are no changes in the share capital of the Company for the financial year ended March 31, 2021.
Directors and Key Managerial Personnel
As per provisions of Companies Act, 2013, Mr. Bimal Dhar and Mr. Hideaki Kobayashi, Directors of the Company retire by rotation in the ensuing Annual General Meeting and being eligible, seeks re-appointment. The Board of Directors recommends his reappointment on the Board of the Company.
Brief resume of the above Directors, nature of their expertise in functional areas, name of public companies in which they hold directorship and the Chairmanship/Membership of the committees of Board are given as annexure to the notice convening the 36th Annual General Meeting.
Key Managerial Personnel
In terms of provisions of Section 203 of the Companies Act, 2013 during the financial year under review the company has following whole time Key Managerial Personnel:
a) Mr. Rajesh Thakur- Manager designated as Chief Executive Officer b) Mr. Rajesh Srivastava- Chief Financial Officer
c) Ms. Pooja Mehra- Company Secretary
Statement of Declaration by Independent Directors
The Company has received declarations from Independent Directors confirming that they meet with the criteria of independence as prescribed under sub section (6) of section 149 of the Companies Act, 2013. The Board is of the opinion that they are the persons of integrity and possesses relevant expertise and experience. During the year, Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fee and reimbursement of expenses, if any, incurred by them for the purpose of attending the meetings of the Board of Director and Committee.
Meetings of the Board
During the financial year ended March 31, 2021, five (5) meetings of Board of Directors were held. The details of meetings are given here:
March 16, 2021 -. The intervening gap between two meetings was within the period prescribed under the Companies Act, 2013. The table for the attended record of the Directors is as given below:
Name of the Director No. of
Board Meetings Attended Attendance at last Annual General Meeting
Mr. Laksh Vaaman Sehgal 5 Present
Mr. Bimal Dhar 5 Present
Mr. Arjun Puri 5 Present
Mr. Sanjay Kalia 5 Present
Mr. Shunichiro Nishimura 4 Present
Mr. Hideki Kobayashi 5 Present
Ms. Lata Unnikrishnan 5 Present
Audit Committee
The Company has constituted audit committee in terms of section 177 of the Companies Act, 2013. Presently, the composition of audit committee is as under:
• Mr. Arjun Puri as Chairman,
• Mr. Bimal Dhar as Member and
• Mr. Sanjay Kalia as Member
The Audit committee meetings were held on (i) June 24, 2020 (ii) October 28, 2020 (iii) March 15, 2021
The necessary quorum was present at all the meetings and all the recommendations made by the Audit Committee were duly accepted by the Board.
The table for the attended record of the Members for audit committee is as given below:
Name of the Member Designation No. of Committee Meetings Attended
Mr. Arjun Puri Chairman 3
Mr. Sanjay Kalia Member 3
Mr. Bimal Dhar Member 3
Corporate Social Responsibility (CSR)
In accordance with the requirements of section 135 of the Companies Act, 2013, your Company has constituted a Corporate Social Responsibility (CSR) Committee. The Company has also framed Corporate social Responsibility (CSR) Policy in accordance with the provisions of the Companies Act, 2013 and rules made thereunder. Such policy is also available on the website of the company at https://mind-infotech.com/investor-relations. The Composition of Corporate Social Responsibility (CSR) Committee is as follows:
• Mr. Arjun Puri as Chairman
• Mr. Sanjay Kalia as Member and
• Mr. Bimal Dhar as Member
to this Report as Annexure -A.
The CSR Committee meeting of the Company was held on March 16, 2021. The table for the attended record of the Members for CSR committee is as given below:
Name of the Member Designation No. of Committee Meetings Attended
Mr. Arjun Puri Chairman 1
Mr. Sanjay Kalia Member 1
Mr. Bimal Dhar Member 1
Performance Evaluation of Board and Committees
Your Company has formulated Nomination and Remuneration Committee in terms of the Provisions of the Companies Act, 2013 and has done formal evaluation of Board, its Committees and all of its Directors in terms of the provisions of Companies Act, 2013.
In a separate meeting of Independent Directors, performance of non-independent Directors, performance of Board as a whole and performance of Chairman was evaluated, taking into account the views of Executive and non-executive directors.
Nomination and Remuneration Committee
The Company has constituted Nomination and Remuneration committee in terms of section 178 of the Companies Act, 2013. The composition of nomination and remuneration committee is as follows:
• Mr. Arjun Puri- Chairman
• Mr. Bimal Dhar- Member
• Mr. Sanjay Kalia- Member
As required under Section 178 of the Companies Act, 2013, the Board had, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial personnel and their remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters thereof. Such policy is also available on the website of the company and can be accessed through following link:
https://mind-infotech.com/investor-relations Risk Management
Your Company has Risk management policy in place which covers elements which in the opinion of the Board may threaten the existence of the company.
Annual Return
In accordance with Section 92(3) read with Section 134(13)(a) of the Companies Act, 2013, a copy of annual return in form MGT-7 has been placed on the website of the Company and the same can be accessed through following link https://mind-infotech.com/investor-relations.
Particulars of contracts or arrangement with Related Parties
All contracts/ arrangements/ transactions entered by the Company during financial year with related parties were on arm’s length basis and were in ordinary course of business. During the year, the Company had not entered into any contract/
arrangement/ transaction with related parties which could be considered material for which shareholders’ approval is required. Thus provisions of Section 188 of the Companies Act, 2013 are not applicable to the Company.
Statement.
Human Resources
The relations with the employees and associates continued to remain cordial throughout the year. The Directors of your Company wish to place on record their appreciation for the excellent team spirit and dedication displayed by the employees of the Company.
Particulars of Employees
The statement containing the names of employee as required under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure ‘B’ and forms part of Directors Report.
Directors’ Responsibility Statement
As required under clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013 your Directors confirm:
1. in the preparation of the annual accounts for the financial year ended March 31, 2021, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;
2. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year March 31, 2021 and of the profit and loss of the company for that period;
3. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
4. the Directors had prepared the annual accounts on a going concern basis;
5. the Directors have laid down Internal Financial Controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;
6. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Energy conservation, technology absorption and foreign exchange earnings and outgo
Information under section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of Companies (Accounts) Rules, 2014 is attached as Annexure ‘C’ and forms part of this Report.
Disclosure as Per the Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013
The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
During the Financial Year 2020-21:
Number of complaints of sexual harassment received in the year Nil
Number of complaints disposed of during the year Nil
Number of workshops or awareness programme against sexual harassment carried out 1
Nature of action taken by employer or district officer NA
General
Your Directors state that during the year ended March 31, 2021:
- There has been no change in the nature of business of the company during the year ended on March 31, 2021.
- There are no other material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.
- There are no significant & material orders passed by any regulators or courts or tribunals impacting the going concern status and Company’s operations in future.
- There has been no Issue of equity shares with differential rights as to dividend, voting or otherwise.
Acknowledgements
Your Directors would like to place on record their sincere appreciation for the wholehearted support and contributions made by all employees of the company, Bankers, Regulatory Bodies towards the conduct of efficient operations of the company.
The Board of Directors of the company also expresses their gratitude to the shareholders for their valuable and un-stinted support extended to the company throughout the year.
For & on behalf of the Board of Directors of MothersonSumi Infotech and Designs Limited
Sd/- Sd/-
Place: Noida Laksh Vaaman Sehgal Lata Unnikrishnan
Date: August 27, 2021 (Director) (Director)
DIN : 00048584 DIN : 08391470
The Annual Report on CSR Activities to be Included in the Board’s Report for Financial Year Commencing on or After 1st Day of April, 2020
1. Brief outline on CSR Policy of the Company:
Our Company Vision is to create a more inclusive and sustainable environment. Our commitment to CSR emanates from the business mission that guides us to set new standards in good corporate citizenship. Therefore, our CSR programs have been structured to be made sustainable, measurable, replicable, and scalable which will enable us carve out a reputation for being one of the most socially and environmentally responsible Companies. Company shall identify and undertake all its CSR programs/ projects/activities under the following broader thrust areas of CSR:
• Skill Development and Vocation based education
• Livelihood enhancement
• Waste management and Sanitation
• Environmental sustainability
• Women and youth empowerment
• Disaster relief
• National Missions 2. Composition of CSR Committee:
No.Sl. Name of Director Designation / Nature of
Directorship Number of meetings
of CSR Committee held during the year
Number of meetings of CSR Committee attended during the
year
1. Mr. Bimal Dhar Member/ Non Executive Director 1 1
2. Mr. Arjun Puri Chairman/ Non Executive Director 1 1
3. Mr. Sanjay Kalia Member/ Non Executive Director 1 1
3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are disclosed on the website of the company: as required under the provisions of Section 135 of the Companies Act, 2013, the Company has CSR Committee and has framed its CSR Policy.
4. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social responsibility Policy) Rules, 2014, if applicable (attach the report): NA
5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any: NA
No.Sl. Financial Year Amount available for set-off from preceding financial years
(in Rs)
Amount required to be set-off for the financial year, if any
(in Rs) 1
2 3
Total
7. (a) Two percent of average net profit of the company as per section 135(5): INR 3.9 Million (b) Surplus - NA
(c) Amount required to be set off for the financial year, if any: NA (d) Total CSR obligation for the financial year (7a+7b-7c): INR 3.9 Million 8. (a) CSR amount spent or unspent for the financial year:
Total Amount Spent for the Financial Year
(in Rs.)
Amount Unspent (in Rs.) Total Amount transferred to
Unspent CSR Account as per section 135(6)
Amount transferred to any fund specified under Schedule VII as per second provison
to section 135(5) Amount Date of transfer Name of the
Fund Amount Date of transfer
3.9 Mn Nil - NA - *
(b) Details of CSR amount spent against ongoing projects for the financial year:
(1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11)
No.Sl. Name of the Project.
Item from the list of activities in Schedule VII
to the Act Local
area (Yes/
No)
Location of the project. Project
duration Amount allocated for the project (in Rs.)
Amount spent in the current financial
Year (in Rs.)
Amount transferred to Unspent Account CSR
for the project
as per Section 135(6) (in Rs.).
Mode of Implementation
- Direct (Yes/No)
Mode of Implementation - Through Implementing
Agency
State District Name CSR
Registration number
1 WASHE Promoting education, including special education and
employment enhancing vocation skills
especially among children, and
livelihood enhancement
projects
Yes Uttar Pradesh Project by Swarn Lata Motherson
Trust
3.9 Mn 3.9 Mn NIL No Swarn Lata
Motherson Trust
CSR00006337
Total
(1) (2) (3) (4) (5) (6) (7) (8) No.Sl. Name
of the Project
Item from the list of
activities in schedule
VII to the Act
Local area
(Yes/ No) Location of the
project Amount spent for the project (in Rs.)
Mode of implementation
- Direct (Yes/No)
Mode of implementation - Through implementing
agency.
State District Name CSR
registration number
Total
(d) Amount spent in Administrative Overheads: NA (e) Amount spent on Impact Assessment, if applicable: N.A.
(f) Total amount spent for the Financial Year (8b+8c+8d+8e): INR 3.9 Million (g) Excess amount for set off, if any:
S l .
No. Particular Amount (in Rs.)
(i) Two percent of average net profit of the company as per section 135(5) (ii) Total amount spent for the Financial Year
(iii) Excess amount spent for the financial year [(ii)-(i)]
(iv) Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any
(v) Amount available for set off in succeeding financial years [(iii)-(iv)]
9. (a) Details of Unspent CSR amount for the preceding three financial years: N.A.
No.Sl. Preceding Financial
Year
Amount transferred
to Unspent CSR Account under section
135 (6) (in Rs.)
Amount spent in the
reporting Financial Year (in Rs.)
Amount transferred to any fund specified under Schedule VII as per section 135(6),
if any.
Amount remaining to
be spent in succeeding financial
years.
(in Rs.) Name of the
Fund Amount
(in Rs.) Date of transfer
1. 2019-20 2. 2018-19 3. 2017-18
Total
(1) (2) (3) (4) (5) (6) (7) (8) (9) No.Sl. Project ID. Name of
the Project. Financial Year in which the project was commenced.
Project
duration. Total amount allocated
for the project (in Rs.)
Amount spent on the project
in the reporting Financial Year (in Rs).
Cumulative amount spent at the end of reporting Financial Year.
(in Rs.)
Status of the project - Completed
/Ongoing.
10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year : NA
(asset-wise details)
(a) Date of creation or acquisition of the capital asset(s). NA
(b) Amount of CSR spent for creation or acquisition of capital asset. NA
(c) Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their address etc. NA
(d) Provide details of the capital asset(s) created or acquired (including complete address and location of the capital asset). NA
11. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5):
NA
For MothersonSumi Infotech and Designs Limited
Sd/- Sd/-
Place: Noida Sanjay Kalia Arjun Puri
Date: August 27, 2021 Director Chairman - CSR Committee
Annexure-B Information as per section 197 of the Companies Act, 2013 read with rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 Employee name
Designation
Educational Qualification
Age
Experience (in years) Date of joining
Gross remuneration paid
(in INR Million) Previous employment and designation Percentage of equity shares held in the company Whether relative of any director or manager of the company
Mr. Rajesh ThakurManagerEMBA492831/01/202025.41HCL Technologies Limited
NIL
Designated as Manager under Companies Act,2013
Mr. Rajesh SrivastavaCFOCA553501/03/2019 GDJ- 17/06/2006
10.88MALNILNO For & on behalf of the Board of Directors of MothersonSumi Infotech and Designs Limited Sd/-Sd/- Place: NoidaLaksh Vaaman SehgalLata Unnikrishnan Date: August 27, 2021(Director)(Director) DIN : 00048584DIN : 08391470
Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo
Information under section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of Companies (Accounts) Rules, 2014 is as follows:
(A) Conservation of energy:
(i) Steps taken or impact on conservation of energy;
The Company has taken following steps for conservation of energy:
a) Efficient constant monitoring of energy consumption on real time basis through cloud based Energy monitoring system and regular analysis of power consumption trends & pattern based on which optimal controls and corrective measures are taken.
b) Energy efficient Variable Refrigerant Volume) (VRV) air-conditioning system for new floors constructed in the building (expected savings 10-15%)
c) Continuous virtualization of servers, temperature controls in Precision Air conditioning Units (PAC) for energy saving.
d) Proper load balancing for power distribution for electrical safety and leveraged power management features of servers and desktops (auto power off mode for desktops if not in use) for energy conservation (savings approx. 15%).
e) We have load management systems and PLC systems for DG Sets whereas per building loads, the selected DGSet will be operated manually or automated meanwhile saving in HSD fuels.
(ii) Steps proposed to be taken by the company for utilizing alternate source of energy;
a) Use of Solar power / Green energy through OPEX model from Solar Panel Grid. (approx. savings in energy consumption by 2%) : New Building Area
b) Replacement of CFL Lights on other floors in Office resulting in reduced energy consumption, increased lighting lux level on floors and no smoke emissions with decrease in heat and CO2 emissions.
c) Replacement of street lights with LED lights (iii) Capital investment on energy conservation equipment;
a) As a constant drive we have been focusing on replacing lighting fixtures and Air conditioners with LED fixtures and VRV air conditioning system in the facility.
(B) Technology absorption, adaption and innovation:
(i) The efforts made towards technology absorption;
Our focus areas for capability build up and absorption of advanced technologies is:
• The skills in AWS have quite matured and we have more than 50+ certified professionals. Our relations with AWS have also deepened and a substantial customer base is also developed. We will now expand our focus additionally on Azure and Google cloud for our multi-cloud adoption strategy.
is also achieved now. The features like contact tracing by adopting Bluetooth, geo fencing and people identification is also being leveraged in the Covid19 like situation.
• We have also developed skills on Amazon Alexa virtual assistant and developing some application e.g.
Travel booking, sentiments analytics using these skills.
• RPA technologies were done in our Global Business services and is quite successful, there will be rapid adoption of the same for improving the productivity of teams and more accurate processing.
• The Centre of Competence (COC) in the area of machine learning and artificial intelligence is continuously venturing into predictive analytics models in the area of manufacturing, logistics and people analytics.
• IoT (Internet of Things) technologies area is being expanded in quite focused model and variety of customers are being addressed by deploying relevant solutions in Manufacturing, Logistics and Pharma area.
• Block chain technology has been adopted and prototyping done in Traceability is quite successful.
• AR/VR technology is deployed for training on shop floor and shall be later used for improving efficiency in picking area, logistics area etc.
(ii) The benefits derived like product improvement, cost reduction, product development or import substitution;
The usage of above mentioned technologies have helped our customers realize the following benefits:
a. Improved availability of solutions and reduction in cost of deployment b. Optimization and quality improvement at shop floor
c. Faster roll-out of solution even by educational institute using AWS cloud.
d. Better decision making in maintenance management, inventory valuation and audit analysis.
e. Manpower optimization and productivity improvement f. Improved traceability solutions
(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-
(a) The details of technology imported; Not Applicable.
if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; - Not Applicable
(b) The year of import;-Not Applicable
(c) Whether the technology been fully absorbed; Not Applicable (d) The expenditure incurred on Research and Development.: Nil
Foreign Exchange earnings and outgo for the year ended March 31, 2021 are:
(i) Foreign Exchange earnings:
(Amount in INR Million)
FOB value of exports 2,156.8
Total Foreign Exchange earnings 2,156.8
(ii) Foreign Exchange Outgo:
(Amount in INR Million)
Business Promotion 7.4
Expense Payable 2.8
Prepaid Expenses 3.9
Travel 2.9
Trading 3.3
Communication 1.5
Design & Development 15.9
Others 0.2
Total Foreign Exchange outgo 37.9
For & on behalf of the Board of Directors of MothersonSumi Infotech and Designs Limited
Sd/- Sd/-
Place: Noida Laksh Vaaman Sehgal Lata Unnikrishnan
Date: August 27, 2021 (Director) (Director)
DIN : 00048584 DIN : 08391470
AOC-1 Statement containing silent features of the financial statements of subsidiaries/ associate/ joint ventures (Pursuant to first proviso to sub section (3) of section 129 of the Companies Act, 2013, read with rule 5 of the Companies (Accounts) Rules, 2014-AOC-1)
Financial period ended
Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries Share capital (at historical rates)
Reserve and surplus (at historical rates)
Total assets
Total liabilities
InvestmentsTurnoverProfit/ (loss)
before taxation
Provision for taxationProfit/ (loss) after taxation
Proposed Dividend
% of shareholding
March 31,2021 1 USD= 73.1
1 INR
44,2002864260111844692589760145-226437962742621032643134161897NIL 100%
March 31,2021
1 SGD= 54.37 INR8,60,61,518(106123467)14658411347203611,53,43,91919391807(37623420)1170(37624590)NIL100% And
March 31,2021 1EURO = INR 85.74
21,71,385152192605326233777171869787-74769402634389026887344325515583NIL100% irtual
March 31,2021
NA2,09,86,420(11104094)991292730600--321536-321536NIL100%
March 31,2021 NA3,50,00,000 (33033465)2184559218023-- (269920)(70452) (199468)NIL 100%
March 31,2021 1JPY= 0.66 INR 19600000 (261586391)53742257295728647-45803323 (81539335)132338 (81671673)NIL 85.71%
March 31,2021 1USD= 73.1 1 INR28047500(135837021)1442882109232403- - (57563520)3712 (57567231NIL 100%
March 31,2021 1GBP = INR 101-(20877120)23915521116275--(20114223)-(20114223)NIL100%
March 31,2021 1AED = INR 19.9
80,29,660(8907056)1284479013722185--(8975504)-(89,75,504)NIL100%
March 31,2021
NA100,000(118848492)35507271154255764-89016197 (52268473)- (52267472)NIL100%
SECRETARIAL AUDIT REPORT For the Financial Year Ended 31st March, 2021
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]
To,The Members
Mothersonsumi Infotech and Designs Limited
I have conducted Secretarial Audit pursuant to Section 204 of the Companies Act 2013, for the compliance of the applicable Statutory Provisions and the adherence to good corporate practices by Mothersonsumi Infotech and Designs Limited (hereinafter called as “the Company”) a company duly incorporated under the provisions of Companies Act, 1956 and bearing CIN U67120DL1985PLC020695. The Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts /statutory compliances and expressing our opinion thereon.
1. Based on my verification of the books, papers, minutes books, forms, returns filed and other records maintained by the Company and also the information provided by the management and according to the examinations carried out by me and explanations furnished and representations made to me by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, I hereby report that in my opinion, the Company has during the Audit Period covering the Financial Year ended on 31st March, 2021 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.
2. I have examined the books, papers, minute books, forms and returns filed and other records maintained by Mothersonsumi Infotech and Designs Limited (hereinafter called as “the Company”) for the financial year commencing from 1st April, 2020 and ended on 31st March, 2021 (“Audit Period”) according to the provisions of:
i. The Companies Act, 1956 (to the extent applicable) and the Companies Act, 2013 (the Act) and the Rules made there under;
ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the Rules made there under;
iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;
iv. Foreign exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment and External Commercial Borrowings.
v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-
(a) *The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(b) *The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;
(c) *The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;
(d) *The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999;
(e) *The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;
Regulations, 1993;
(g) *The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and (h) *The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;
*Not applicable on the Company during the audit period.
I have also examined compliance with the applicable clauses of the following: Secretarial Standards issued by the Institute of Company Secretaries of India.
During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.
Based on information received & records maintained, I further report that:-
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non- Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were generally sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.
All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be.
I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
For Sharma Vijay & Associates (Company Secretaries)
Place:- Gurugram CS Vijay Sharma
Date:- August 27, 2021 (Proprietor)
ACS No. 45793, CP No. 19035 UDIN: A045793C000842677
*Disclaimer Note: During this challenging time of COVID 19 outbreak this report has been undertaken to the best of my capability based on of e verification of scans, soft copies, information, confirmations, records and documents made available to me by the management.
report.
‘Annexure A’
To,The Members,
Mothersonsumi Infotech and Designs Limited
Our report of even date is to be read along with this letter.
1. Maintenance of Secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.
2. I have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in Secretarial records. I believe that the process and practices, I followed provide a reasonable basis for our opinion.
3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
4. Where ever required, I have obtained the Management representation about the Compliance of laws, rules and regulations and happening of events etc.
5. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedure on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.
For Sharma Vijay & Associates (Company Secretaries)
Place:- Gurugram CS Vijay Sharma
Date:- August 27, 2021 (Proprietor)
ACS No. 45793, CP No. 19035
