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Growing trust.
Transforming business.
Enhancing value for all.
2 2 nd An n u al Re p o rt 2 0 0 8 -0 9
Disclaimer
In this Annual Report we have disclosed forward-looking information to enable investors to comprehend our prospects and take
informed investment decisions. This report and other statements – written and oral – that we periodically make contain for-
ward-looking statements that set out anticipated results based on the management’s plans and assumptions. We have tried
wherever possible to identify such statements by using words such as ‘anticipate’, ‘estimate’, ‘expects’, ‘projects’, ‘intends’,
‘plans’, ‘believes’, and words of similar substance in connection with any discussion of future performance.
We cannot guarantee that these forward-looking statements will be realized, although we believe we have been prudent in as-
sumptions. The achievement of results is subject to risks, uncertainties and even inaccurate assumptions. Should known or un-
known risks or uncertainties materialise, or should underlying assumptions prove inaccurate, actual results could vary materially
from those anticipated, estimated or projected. Readers should bear this in mind.
We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future
events or otherwise.
Corporate Information
A year of building on the edifice of the growing trust of our from our approach of successfully notching up incremental
customers and partners. A year of strategically aligning our acquisitions to reaching out to global customers.
business to their changing needs and aspirations.
The Visiocorp acquisition was a strategic move aimed at
A watershed year for MSSL. A year of big developments leveraging our existing product strengths and management
and bigger evolution. A year of pivotal growth and strategic expertise to provide the necessary synergies that would enable
expansion. our expansion into the fast-growing and ever-expanding global
automotive systems business. It was a transformational move that
A landmark year of expansive transformation. A year of delivering provided us with direct access to global blue chip companies and
greater value to our valued customers. a global manufacturing base through the extension of our core
capabilities.
It was indeed a critical year in the growth odyssey of MSSL. It was
a year when our relentless efforts towards fostering deeper This acquisition was indeed a momentous and meaningful
customer relationships transformed into our game-changing development for MSSL, enabling its growth from a domestic OE
acquisition of Visiocorp. It was a year of making a paradigm shift supplier to a global entity encompassing a world market.
Trust is the core of successful growth, and transformation the growth driver. And together, they combine to deliver exceptional value.
It is this philosophy that has enabled the growth of Samvardhana Motherson Group (SMG) into one of India’s leading business houses.
SMG is a focused, dynamic and progressive group that is geared towards providing customers with innovative and value-added
products, services and solutions. The Group posted a combined revenue of Rs. 42.819 billion in 2008-09.
The unique competencies of the Group’s constituent companies combine to develop integrated solutions for its diverse customers.
These solutions comprise a range of applications across diverse industries. The constituent companies also provide support through
products and services that strengthen MSSL’s position as a full-system solutions provider.
FULL
SYSTEM
SOLUTIONS
Wiring Harness Rear View Polymer Elastomer IT & Design Metal Manufacturing Other
Manufacturing Mirrors Processing & Modules Processing Engineering Working Support Business
Tool
Wiring Exterior Manufacturing Rubber Software Precision Metal Air Travel
Sunroofs Injection Machined
Harness Mirrors Development Compressors Services
Injection
Molding Components
Molded Plastic
High Tension Interior Car HVAC Design Paint Coating Management
Parts Silicon Cutting
Cords Mirrors Systems Engineering Equipment Services
Injection Tools
Plastic Blow
Mirrors with Molding
Battery Molded Parts Bus Air- Industrial
Integrated conditioning CAE Services Bimetal Band Robots Agencies
Cables Bonded
Lighting Saw Blades
Post Molding Rubber Parts
Blind Spot Processes Lighting & Air CNC Code Automotive
Wires Gear Cutting
Detection Intake Rubber Generation & Manufacturing
Systems Extrusion Press Die Tools Engineering
Assemblies Refrigeration
Connectors & Telescopic Design
Thin Film Auxiliary
Terminals Trailer Tow Systems - Rubber Coating Equipment
Mirrors Tool Design & Transport & Compounding Metals for Injection
Wiring Harness Analysis Stationary
Molding
Components
Cabins for Off Machines
Tool
- Highway
Manufacturing
Vehicles
Environment
Management
Systems
Evolving from a relationship of growing trust, our partnership with Sumitomo Wiring Systems Ltd. (SWS) has constantly grown from
strength to strength, since it started over two decades earlier. As MSSL’s oldest joint venture, dating back to 1986, this partnership has
enabled us to ensure continuous up-gradation of technology and a high degree of backward integration for wiring harnesses. The
relationship also brought in tooling technology and molding technology critical for wiring harnesses and got further strengthened with
subsequent ventures.
Background
A 100% subsidiary of Sumitomo Electric Industries (Japan).
A global supplier engaged in the manufacture and sale of wire harnesses, components and
wires.
Enjoys the second-highest share in wire harnesses worldwide.
Collaboration
Provided technical assistance for manufacturing wiring harnesses in 1983.
Entered into a joint venture to form Motherson Sumi Systems Limited (MSSL) in 1986.
Joint venture covered the manufacture of wiring harnesses, catering mainly to the needs
of Japanese OEMs.
Engaged as the principal partner of MSSL, initially providing access to latest technologies
for manufacturing wiring harnesses & wires, and gradually providing technical support
for wiring harnesses, components, injection molded parts, mould manufacturing (through
group companies), engineering design and software development (through joint ventures).
A second JV formed with MSSL for wiring harness manufacturing in Sharjah.
Support
Pivotal in providing technical support to MSSL, in the form of resident technical advisors,
training of engineers and production personnel, manufacturing methodologies, Japanese
manufacturing techniques, quality circle activities, kaizen, as well as collaborative design
and development.
Instrumental in helping the Company stay abreast of state-of-the-art technologies and
enhancing product quality at competitive costs.
Buyback of wiring harnesses to SWS locations in Japan and Europe.
Samvardhana
Motherson Finance Ltd
Samvardhana Motherson Finance Limited (SMFL) is the principal
holding company of the Samvardhana Motherson Group. SMFL
has investments in over 25 companies, including Motherson Sumi
Systems Limited (MSSL) & other Group companies.
SMFL acts as the central corporate body for managing the Group
companies and for their overall co-ordination. It is also the main
vehicle for exploring new business areas and forming new joint
ventures of the Group in diversified areas.
Elastomer Processing
Metal Working
Motherson Innovative Engineering
Solutions (A Division of MSSL)
Motherson ORCA Precision Technology GmbH
Motherson Techno Tools Ltd.
Nachi Motherson Tool Technology Ltd.
Nissin Advanced Coating Indo Co. Ltd.
Manufacturing Support
AES (India) Engineering Ltd.
Anest Iwata Motherson Ltd.
Anest Iwata Motherson Coating
Equipment Ltd.
Matsui Technologies India Ltd.
Motoman Motherson Robotics Ltd.
Calsonic Kansei Motherson Auto Products Ltd.
Fritzmeier Motherson Cabin Engineering Ltd.
Magneti Marelli Motherson Auto System Ltd.
Motherson Zanotti Refrigeration Systems Ltd.
Spheros Motherson Thermal System Ltd.
Webasto Motherson Sunroofs Ltd.
Global Environment Management (FZC)
VISION
To be a Globally
Preferred Solutions
Provider
Mission
Ensure Customer Delight
Involve Employees as “Partners” in Progress
Enhance Shareholder Value
Set new standards in good corporate citizenship
Values
Be a lean, responsive and learning organisation
Continuously improve to achieve world-class standards
and total customer satisfaction
Proactively manage change
Maintain high standards of integrity and safety
Ensure a common culture and a common set of values
throughout the organisation
Recognise individuals' contributions
Develop stronger leadership skills, greater teamwork and
a global perspective
Constantly upgrade skill levels across the organisation
through knowledge sharing programmes
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IT GIVES ME IMMENSE PLEASURE TO PRESENT As a part of its strategy for Vision 2010, MSSL acquired the
business of Visiocorp, one of the world’s largest manufacturers
TO YOU THE 22ND ANNUAL REPORT OF YOUR of rear view mirrors. This acquisition establishes MSSL as a leading
manufacturer of rear view mirrors and also as an established
COMPANY. IT IS MY FIRST LETTER TO YOU AS Tier-1 manufacturer to the global automotive industry. Since this
acquisition was made in March 09, the real impact would be
THE CHAIRMAN OF THE COMPANY. visible in the next fiscal.
I have been associated with MSSL since 1992. From the listing of
The Indian auto sector is on the recovery course. The world
the company in 1993 till date I have seen the evolution of MSSL
economy has also started showing signs of recovery. We have a
from an Indian wiring harness manufacturer to a global tier 1
positive outlook. With the improving economic conditions we
manufacturer of modules and systems. MSSL has always been a
see good opportunities in next couple of years.
consistent performer, but this year has been a truly special year.
It has always been our endeavour to create more value for all our
It has been a year of economic meltdown across the world. The
stakeholders. MSSL will continue its efforts to achieve its growth
automotive industry along with auto components industry has
and profitability targets. I thank all our stakeholders for their
been severely affected. Though no one remains unaffected by the
continued support.
economic situation, MSSL still maintained its trend of growing
faster than the market. This could be achieved because MSSL has
been increasing its content per car through a balanced product Sincerely,
portfolio coupled with a balanced customer base.
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I take this opportunity to present to you business needs, moving forward in its manufacturer of the world. We are deeply
the new name of our group – vision of being a globally preferred honored for the confidence our customers
“Samvardhana Motherson Group”. solutions provider. The Company has have reposed in us and we look forward
Samvardhana means ever increasing value transformed from being the largest to further strengthening these excellent
for all. The new name of the group is a manufacturer of wiring harnesses and rear relationships.
projection of our commitment and view mirrors for passenger cars in India to
consistent focus on creating value for all one of the largest manufacturers of Rear After the restructuring and turnaround,
our stakeholders. Vision Systems in the world. which we plan to bring about in the
forthcoming years, it would emerge as a
I also present to you a new face of your In March 2009 MSSL along with group much stronger company. The new entity
company; a new Motherson Sumi Systems company Samvardhana Motherson will operate under the new brand name
Limited (MSSL) that is now a truly global Finance Limited has acquired global Samvardhana Motherson Reflectec
company with a presence across four business of Visiocorp, one of the largest (SMR). I welcome all the members of
continents; the Company that has a much manufacturers of automotive rear view Visiocorp to the Samvardhana Motherson
expanded product range, service offerings mirrors in the world. Visiocorp brings its family.
and technological capabilities and can own state-of-the-art technology, a global
now offer a broad range of integrated manufacturing base and a customer base We now have the capability to serve
solutions to support customers’ evolving covering almost every major automobile global OEs in all major markets. With this
acquisition we have moved closer to our following a severe slump in global In wiring harnesses we continue to be
Vision 2010: to make MSSL a Billion demand. Auto industry faced probably market leaders. The company has added
Dollar Company; Maximum share of any the worst crisis in many decades with new customers, new products as well as
one customer in consolidated turnover to a number of major players struggling new technologies in both wiring harnesses
be less than 20%, and to have more than for survival. Collapsing banks, tight and polymers. Air cleaner assemblies are
60% sales to customers outside India. A credit, soaring interest rates, fuel costs, significant additions in polymer products
dividend of 32% of the consolidated raw material cost and exchange for which we have acquired new
profit is already being paid to our fluctuations all added to the gravity of the technologies through our collaborators.
shareholders in view of substantial situation. Our performance also got
investments being made by the Company. impacted by the global meltdown. We The mirror business in India now has
We aim to achieve cash positive position could grow the top line but the bottom around 48% share in rear view mirrors for
in the acquired entity in the first year itself. line was affected particularly on a passenger cars. We have got new business
We strive to lay a strong foundation for standalone basis. Still we managed to from Renault Nissan and Mahindra &
years to come, to match the financial maintain our profitability albeit lower than Mahindra for their new models.
targets of the group. Though because of the previous year. Though not entirely to
new investments and the acquisition our satisfaction, considering the overall During the year our joint venture Calsonic
ROCE has been impacted in the short economic conditions and the industry Kansei Motherson started commercial
term, we are focused on achieving our performance this was not a bad production of HVAC systems and
long term targets. performance. We still have strong cash compressors which are being supplied to
flows and have a sound financial and Maruti Suzuki’s new model Ritz. The JV
This was an unprecedented year globally, operative health. We have survived the will be introducing more products and is
although not on a positive note. Most of worst crisis faced by the industry in a long geared up for the new launches.
the world economies went into a time. We have emerged as a leaner and a
recession. Industrial output declined more efficient company. We have established new facilities for
Trust is the basis for all growth and the core of all transformation…
The trust MSSL shares amongst its stakeholders is a legacy it has have grown from strength to strength over the years, which is
built in the past 23 years, and which is today its greatest asset. A evident from formation of multiple JVs with the same JV partners.
successful business is built through fruitful relationships and
Another vital dimension of this ever-growing trust is the
towering trust levels. With a philosophy rooted in this credo, MSSL
confidence the shareholders have in the Company. Good
believes in an increased propensity to strengthen trust among all
Corporate Governance means complete transparency, which is
its stakeholders.
practised by MSSL in all its operations and activities. The Company
So deep-rooted and intrinsic to the Company’s business is this has always believed in keeping its shareholders informed about
trust that most of the joint ventures of the Company have taken the path it is taking in any venture or operation. The five-year
place at the behest of customers, either to partner with their target set by the Company for itself is made public, and each year
follow-me source or to acquire a particular technology to meet the progress made in the direction of achieving the same is shared
their requirement. Calsonic Kansei Motherson, a joint venture, with all the stakeholders.
was formed to meet the requirements of Maruti Suzuki and Nissan
Highly committed employees with high trust levels contribute in
Motors. Kyungshin Industrial Motherson Limited caters to wiring
a big way to the productivity of MSSL. The integrity of the
harness requirements of Hyundai motors in India. Both the
organization and the trust enjoyed by the Company from its
partners in these JVs are major suppliers, globally, to their
customers, shareholders, employees and collaborators have
respective customers.
helped it in achieving the goals and targets it has set over the
These are just a few examples. MSSL itself is the oldest joint years.
venture, being 23 years old. The relationships with our JV partners
Armed with the trust of its various stakeholders, MSSL has MSSL is a customer-driven company. Today, the Company is a
continuously evolved over the years, successfully transforming single-window - complete solutions provider - for its customers.
into its present form. The Company, which started its journey as The Company’s passion for Quality, Cost, Delivery, Development,
a wiring harness supplier to a single customer, is now a supplier of Management, Safety & Environment (QCDDMSE) yields both
multiple products ranging from Wiring Harness to Automotive tangible & intangible value enhancement to all its customers.
Rear View Mirrors, from Plastic Molded Parts & Assemblies to
The Company has, since its inception, always striven to retain all
Complete Modules, Injection Molding Tools & from Rubber
its valued customers. It has established dedicated units to cater to
Products to Metal Machined components, serving more than 500
the needs of specific customers. MSSL is committed to sustained
customers worldwide.
and value-creating growth for all its stakeholders. A person who
The Company, which was running through a single unit in India, invested Rs 1,000 in MSSL in 1993 would have a value of
has now grown into more than 60 units in 20 countries across Rs. 2,50,000 as on 31st March 2009.
Asia, Europe, North America and Australia. Starting with its
A strong foundation of trust is the basis of growth for MSSL. MSSL
partnership with SWS, today MSSL has transformed into a JV
has been continuously transforming proactively to become a
specialist, having multiple JV partners.
better and stronger company, creating more value for all.
MSSL has consistently grown its content per car by continuously adding
new products. MSSL offers products ranging from wiring harnesses to
automotive rear view mirrors, injection molding tools, plastic
components, rubber molded and extruded components, waste
management systems, machined metal components, vehicle air
conditioning systems and integrated modules like door trims and
cockpits.
It is not just the diverse product range but also the sheer depth within
each product portfolio that differentiates MSSL. Within each segment,
the Company provides a comprehensive range of products tailored to
specific customer needs across various industries.
Wiring harnesses ---from Molded plastic parts --- as Rubber components for High precision machined
a simple single circuit to small as a clip to as large automotive and industrial metal parts for critical
complex designs with as a bumper. From applications. applications like fuel
hundreds of circuits. functional plastic parts to injectors.
aesthetic appearance parts
--- painted, printed and
upholstered. From a small
component to fully
integrated modules like
dashboards and door trims.
State-of-the-art technologies Under automotives MSSL caters to - cars, SUVs, trucks, buses,
two-wheelers, trailers, dump trucks, garbage disposers, material
Contemporary technologies in wiring harnesses with
handling and earthmoving equipment (including forklifts, cranes,
background integration.
bulldozers, road rollers, loaders), tractors, tillers, harvesters and
Full range of molding technologies, encompassing plastic lawn mowers. Under non-automotives, MSSL caters to machines,
injection molding, gas assist molding, two component molding, microscopes, cameras, binoculars, elevators, office automation
thermo set molding, blow molding, compression molding and equipment, consumer electronics, medical equipment, diagnostic
post-molding facilities. equipment, industrial mounts, computers, as well as a number of
precision measuring equipments.
Rubber injection molding, liquid silicon injection molding and
rubber extrusion. MSSL is increasing the list of applications with a widening product
Comprehensive mould-making technologies. range, penetrating deeper into each segment.
About Visiocorp
The mergers and acquisitions that the Company had been undertaking
all these years contributed significantly to its growth. However, the
recent acquisition of Visiocorp has a unique significance for the
Company because of its size, turnover, customer base, technology,
geographical spread and the way it has positioned MSSL as a tier-1
supplier on a global level. With this acquisition, MSSL has taken a big
leap in its growth and expansion plans.
Visiocorp is one of the largest manufacturers of exterior rear view
mirrors for passenger cars in the world. Visiocorp was originally named
Schefenacker. The rear view mirror business was developed by
combining Britax, Engelmann and Schefenacker.
Visiocorp’s global share of exterior mirrors for passenger cars is around
30%, and that for the Indian passenger car segment is around 48% as
accessed by the company. The market leader in Europe, Visiocorp
manufactures approx. 30 mn exterior mirrors and 10 mn interior mirrors
per annum. It supplies exterior mirrors, interior mirrors and blind spot
detection systems for all passenger vehicle segments to nearly every
carmaker in North America, Europe, Asia and Australia.
Visiocorp has about 50 customers covering all the major OEMs in the
world. The main customers of Visiocorp include BMW, Chrysler, Daimler,
Ford/Volvo, GM, Hyundai/Kia, Mahindra & Mahindra, Maruti Suzuki,
Mitsubishi, Porsche, PSA, Renault/Nissan, Tata JLR, Toyota,
Volkswagen/Audi etc. In 2008, Visiocorp Group had a turnover of
approx. Euro 660 million (unaudited).
USA
MEXICO
Manufacturing Locations
Representative Office
UK
GERMANY
SOUTH KOREA
CZECH REPUBLIC CHINA
PUNE PONDICHERRY
BANGLORE SINGAPORE
SRI LANKA
SHARJAH
MAURITIUS
AUSTRALIA
Consolidated
Rs. in Million
1200 30
5880
10000 25
Rs. in Million
8000 2891 20
ROCE(%)
6000 2914 15
2000
2715
4000 1688 10
1549
1238 5359 7831
2000 3796 5
2200 2939
0 0
2004-05 2005-06 2006-07 2007-08 2008-09
Net Worth Total Loans FCCB ROCE%
Mahindra &
Mahindra Others
2.7% 42.6%
Tata
Motors 3.1%
Within India Maruti Suzuki
55.6% 16.6%
Ford 5.2%
SEWS Hungary Hyundai 13.5%
7.5%
8000 30
3071
2891 25
Rs. in Million
6000
20
ROCE(%)
2914 2311
2715 1719
4000 15
1066
1075 10
2000 722 4025 4158
3010 5
2280
1741
0 0
2004-05 2005-06 2006-07 2007-08 2008-09
Net Worth Total Loans FCCB ROCE%
HSCIL 4.1%
Others
30.7%
Hyundai 4.8%
Armed with a philosophy of nurturing trust at all levels at all times, Most of the joint ventures and subsidiaries of MSSL have been
MSSL has, over the years, built trusted and long-standing established on the core of its trust, which has consistently and
relationships with major players of the Indian and global constantly enabled the Company to transform itself in line with
automobile industry. Being a highly customer-focused company, the changing needs of customers across geographies and product
MSSL has always offered extremely customised solutions to its profiles. This, in turn, has enabled the Company to deliver
customers. maximum value to its customers.
Customer recognition
An endorsement of the trust that our customers have in us is the large number of awards and customer recognitions that we have earned
over the years.
A glance at some of the awards and endorsements received from our customers in 2008-09:
Performance Award Performance Award Performance Award Performance Award Gold award for
Overall Excellence MPS VA-VE Part Development Delivery
Ashok leyland
National Top performer for Best Cooperation 08-09 Merit Award 08 Good Practice Award
service parts supply award
Best Supplier Gold Award Zero PPM Award Outstanding Performance Bronze level certification for Outstanding Delivery Performance
“Supplier Quality Excellence Process" as a Strategic Supplier
Passenger Vehicles Some of the main highlights of the Company during the year
Numbers 1,846 1,754 1,545 2008-09 were:
Growth rate 5% 14% 18% 1) The Company acquired the global business of Visiocorp
Commercial Vehicles engaged in the manufacture of rear view mirrors on
6th of March 2009. With this acquisition, MSSL has
Numbers 417 545 520 become one of the largest manufacturers of automotive
Growth rate (23%) 5% 33% mirrors in the world. This further elevates its positioning
as a major Tier 1 supplier to automotive industry with
Two wheelers
a global footprint spanning 20 countries. The
Numbers 8,348 8,009 8,444 consolidated figures include one month figures of
acquired entities.
Growth rate 4% (5%) 11%
Consolidated
Rs. in Million
2008-09 2007-08 % increase
Consolidated
Standalone
The Company's sales to customers in India grew by 13% on consolidated basis while on standalone basis it declined marginally by 0.37%.
Consolidated sales to customers outside India increased by 54% to Rs.11,525 million moving from 37% to 44% of total sales. With the
acquisition of the rear view mirror business from Visiocorp, the non-automotive business will decline substantially. However, 2008-09
includes only one month figures of the acquired entity, the non automotive business is 12% of the consolidated revenue.
The revenues of automotive and non automotive business for the year 2008-09 have been as follows:
Rs. in Million
Total Revenue 2008-09 % of Total 2007-08 % of Total % Increase
Consolidated
Standalone
As mentioned earlier, the results for the year 2008-09 include one month result of the acquired entities of Visiocorp. The acquisition has
been done through special purpose vehicle , Samvardhana Motherson Global Holdings Limited, Cyprus in which the Company 's 100%
subsidiary MSSL Mauritius Holding Limited is holding 51 % of the capital. In accordance with GAAPs accounting, the revenues are
consolidated line by line as subsidiary and the share of profit/(loss) of minority shareholders is adjusted as "Minority Interest".
Rs. in Million
Consolidated 2008-09 2007-08 % increase
1. During the year 2008-09, the Company has one time net income of Rs 1,009 million at Samvardhana Motherson Visiocorp
Solutions Limited.
2. Balda Motherson, the Company 's joint venture has made provision of impairment of fixed assets of which Company has taken
provision of Rs 112 million in its consolidated accounts in proportion of its shareholding in the joint venture.
3. During the year 2007-08, the Company has an income of Rs 240 million arising out of profit on sale of land.
Financial Position
The financial position and other highlights are as follows:
Rs. in Million
Consolidated
Standalone
**Includes addition of Rs. 180 million and Rs. 244 million on re-instatement of FCCBs as on 31-03-2009 and 31-03-2008 respectively.
The Company with its subsidiaries and joint ventures has its
manufacturing base spread in India, Sharjah, Ireland and the United
Kingdom. These manufacturing unit locations have been
strategically selected to give logistical support to serve major
customer destinations. The combination of design, range, quality,
infrastructure, technology and proximity helped MSSL emerge as
a complete service provider in the field of wiring harness.
Consolidated
Out of the total exports of Rs 4,873 million, direct exports constitute
52% of the total, the rest being exports to the collaborator for the Customers within India 2,970 2,718 9%
global passenger car market for which manufacturing is done at
Customers outside India 1,516 1,652 (8%)
Bangalore and Sharjah.
Total 4,486 4,370 3%
Outlook
Standalone
The Company's customer base has expanded this year both
domestically and in the international market with the entry of Customers within India 2,810 2,714 4%
various new customers across all segments. The customer base is Customers outside India 406 406 -
expected to expand substantially in the coming years also as many
Total 3,216 3,120 3%
new customers are entering the market and existing customers
are introducing new models. The prospects of the segment appear
encouraging across the foreseeable future. The cost of main raw
material, copper continues to be volatile in the international market,
which remains a challenge.
"New plants have been set up in Noida & Pune to meet the
requirements of domestic and export market.
This division contributed a turnover of Rs 3,642 million which 3. Fuses, Fuse Holders and others - This business is
includes full year turnover of the Indian company (49% being MSSL conducted through its subsidiary Motherson Pudenz
direct holding) and one month turnover of Visiocorp group. The Wickmann Limited.
last year unaudited turnover of Visiocorp Group was USD 660
million. This division is going to be the major contributor to the Rs. in Million
turnover in the coming years. RUBBER/METAL
Rs. in Million MACHINED
COMPONENTS 2008-09 2007-08 % Increase
Mirrors 2008-09 2007-08 % Increase
Consolidated
Consolidated
Customers within India 25 261 (90% )
Customers within India 634 329 93%
Customers outside India 2,127 1,946 9%
Customers outside India 3,009 24 1243%
Total 2,152 2,207 (3% )
Total 3,643 353 932%
Rs. in Million
MSSL Holding Capital Employed Net Sales Profit After Tax Capital Expenditure
2008-09 2008-09 2007-08 2008-09 2007-08 2008-09 2007-08 2008-09 2007-08
Kyungshin Industrial
Motherson Ltd. 50% 1,022.70 839.03 4,983.13 3,200.07 440.08 274.96 184.10 262.62
Balda Motherson
Solution India Limited 40% 397.04 744.53 199.82 13.97 (415.84) (130.49) 27.67 77.60
Woco Motherson
Ltd. (FZC) 33.33% 107.45 128.19 266.95 321.92 59.49 103.51 2.20 12.31
Woco Motherson
Elastomer Ltd. 33.33% 167.29 168.98 322.02 326.32 36.65 19.73 3.95 9.11
Area of Business: It caters exclusively to the wiring harness Area of Business: The Company specializes in the manufacturing
of wires for automotive applications. It supplies wires to different
requirements of Hyundai Motors India Limited for its complete
manufacturing locations of the group.
range of cars manufactured in India.
Performance in 2008-09: KIML achieved a turnover of Rs 4983 Performance in 2008-09: MWL achieved revenue of US$ 25
million as compared to US $ 24 million of the previous year.
million as compared to the Rs. 3200 million in the previous year.
KIML is the 100% supplier of wiring harnesses to Hyundai Motors
MSSL Tooling Limited (FZE)
India since the beginning. During the year, KIML started mass
production of wiring harness for Hyundai i20 for domestic and The company is a 100% subsidiary of Motherson Sumi Systems
export market. The joint venture has expanded its capacity to meet Limited and is located in Sharjah, UAE.
the requirements of the customer.
Area of Business: It specializes in the manufacturing of plastic
MSSL (GB) LTD. molded components and tooling.MTL supplies to Tier 1 customers
and supports the polymer business in Europe
The company is a 100% subsidiary of Motherson Sumi Systems
Ltd. and located in New Castle, UK.
Area of Business: The Company specializes in the manufacture of Performance in 2008-09: The revenue for the company remained
climate- control systems including HVAC modules, compressors, flat at Euro 5 million as compared to 2007-08. A new factory to be
body control modules and meter clusters for the automotive set up in 2009-10 for which land has been acquired.
industry.
WOCO Motherson Ltd. (FZC)
Performance in 2008-09: The company generated revenue of Rs The Company is a joint venture between Motherson Sumi Systems
4 million. The company successfully launched HVAC (heating, Ltd. and WOCO Group of Germany. The company is located at
ventilation and air conditioning) and Compressors for Maruti Suzuki the Sharjah Airport International Free Zone, Sharjah, UAE.
India Limited. The company will be engaged in marketing, selling,
exports, service, manufacturing and assembly of auto parts of Area of Business: WML specializes in liquid silicone rubber injection
integrated HVAC, ECM (Engine cooling module), Exhaust System Moulding. The product range includes products for automotive
(press and welding), CCM (cross car beam), Compressor, BCM applications, medical equipment applications, measuring and
(body control module), Instrument Cluster (meter, electronics) and control technology and kitchen appliances.
CPM (cockpit module). The construction of the Chennai
manufacturing unit has started and production to commence in Certifications: ISO/TS 16949
the next year.
Performance in 2008-09: The revenue of the company stands at
MSSL Polymers GmbH Euro 4 million as compared to Euro 5 million of the previous year.
In calendar year 2008, the company distributed a total dividend of
The company is a 100% subsidiary of Motherson Sumi Systems
Euro 1.35 million.
Ltd. and is located in Germany.
Your Directors have the pleasure in presenting the 22nd Annual 2008 at Rs. 1282 million. As per the Consolidated Accounts the
Report together with the audited accounts of the Company for profit after tax was Rs. 2212 million as compared to Rs. 1750
the financial year ended 31st March, 2009. million in year 2007-2008.
Board of Directors
The Board presently comprises of the majority of Non-executive and Independent Directors, who are eminent professionals with a rich
experience in business, finance and public enterprises. The composition of the Board, and the number of other Directorships held by
each Directors and relevant information for their category as on 31.03.2009 is given in the table below:
Attendance at Board meetings and Annual General 2. Quarterly Performance of our various units, subsidiaries and
Meetings joint venture companies
The Board of Directors of the Company meets at least once a quarter 3. Materially important legal cases
to review the quarterly results and other items on the agenda.
4. Details of any Joint Venture or collaboration agreement
The information regularly supplied to the Board of Directors include 5. Developments on Human Resource of the Company
amongst others the following:
The Board of Directors of the Company met five times during the
1. Annual Operating plans and budgets and updates. financial year 2008-2009 : (i) June 2, 2008 (ii) July 26, 2008 (iii)
October 21, 2008 (iv) January 2, 2009 and (v) January 27, 2009.
Remuneration of Directors
The details of the payments made to the Directors during the financial year ended March 31, 2009 are as follows:
(i) June 2, 2008 (ii) July 26, 2008 (iii) October 21, 2008 & (iv) January 27, 2009.
The composition and attendance of each member of the Committee is given below:
The terms of reference of the Audit Committee comprises the Name Designation Executive/Non-
following: executive/
Independent
a) To hold periodic discussions with the Statutory Auditors and
Internal Auditors of the Company concerning the accounts of Mr. M.S. Gujral Chairman Independent/
the Company, internal control systems, scope of audit and Non-executive
observations of the Auditors/Internal Auditors. Mr. Toshihiro Watanabe Member Executive
b) To review compliance with internal control systems. Mr. G.N. Gauba, the Company Secretary, is the Compliance Officer.
c) To review the quarterly, half-yearly and annual financial results Share Transfers
of the Company before submission to the Board.
All shares have been transferred and returned in about 20
d) To investigate into any matter in relation to the items specified days from the date of receipt, so long as the documents have
in Section 292A of the Companies Act, 1956 or as may be been clear in all respects.
referred to it by the Board and for this purpose to seek any
The Share Transfer Committee meets normally once a fortnight.
relevant information contained in the records of the Company
and also seek professional advice, if necessary. Total number of shares transferred in physical form during the
year 2008-2009 was 29144 as compared to 57742 during
e) To review the Company's financial and risk management
2007-2008.
policies.
f) To obtain external advice, legal or other professional advise. As on March 31, 2009, there are no equity shares pending for
transfer.
g) To secure attendance of outside parties with relevant expertise,
if it considers necessary. Investor Relations
86 complaints relating to the non-receipt of shares after transfer,
h) To seek information from any employee.
non-receipt of dividend etc. were received.
Investors' Grievance Committee
All the complaints received during the year were cleared within
The Company has an Investors' Grievance Committee which looks
the financial year.
into shareholders' and investors' grievances. The following are the
members of the Committee: The complaints are generally responded to within 10 days from
the date in which they are lodge with the Company.
Particulars of loans/ advances and investment in its own shares by listed companies, their subsidiaries, associates, etc.,
required to be disclosed in the annual accounts of the Company pursuant to Clause 32 of the Listing Agreement
Rs. in Million
Name of Company Status Nature Balance as on Maximum
March 31, 2009 outstanding
During the year
MSSL Mideast (FZE) 100% Subsidiary Loan - 329.45
MSSL Mauritius Holdings Limited 100% Subsidiary Loan - 1.83
MSSL Handels GmbH 100% Subsidiary Loan 10.68 10.68
MSSL (GB) Limited* 100% Subsidiary of MSSL Mideast (FZE) Loan 73.14 84.13
MSSL GmbH* 100% Subsidiary of MSSL Mideast (FZE) Loan 122.63 645.25
Motherson Sumi Wiring 51% Subsidiary of MSSL Mideast (FZE) Loan 137.83 137.83
System Ltd. (FZC)*
Global Environment 78.82% Subsidiary of MSSL Loan - 23.02
Management (FZC)# Mauritius Holdings Ltd.
MSSL Australia Pty Limited@ 80% Subsidiary of Loan 394.85 394.85
MSSL (S) Pte. Ltd.
2. Financial Calendar (tentative and subject to change) Singapore Exchange Securities Trading Ltd.
2, Shenton Way
Financial reporting for the first quarter ending June 30, 2009:
# 19-00 SGX Centre I
July, 2009
Singapore (FCCBs only)
Financial reporting for the second quarter ending September
30, 2009: October, 2009
Range (Amount) No. of shareholders % of shareholders to total No. of shares % of shares to total
1 - 5000 7501 86.67 4467523 1.26
5001-10000 860 9.94 4740995 1.33
10001 - 20000 132 1.52 1674621 0.47
20001 - 30000 38 0.44 906979 0.26
30001- 40000 12 0.14 409948 0.12
40001 - 50000 11 0.13 514587 0.14
50001 - 100000 33 0.38 2209257 0.62
100001and above 68 0.78 340629890 95.80
TOTAL 8344 100.00 355553800 100.00
12. Dematerialization of shares and liquidity dematerialize their physical holding in view of the various
Your Company's shares are tradable compulsorily in electronic form advantages in dematerialized form.
and your Company has established connectivity with both the Demat ISIN Number in NSDL and CDSL for equity shares: ISIN No.
depositories i.e. NSDL and CDSL. The members are requested to INE775A01035
The above Report has been placed before the Board at its meeting held on June 29, 2009 and the same was approved.
Declaration
This is to confirm that the Company has adopted a Code of Conduct for Board of Directors and Senior Management and the same is
available on the Company's website.
I confirm that the Company has in respect of the financial year March 31, 2009 received from the Board of Directors and Senior
Management a declaration of compliance with the Code of Conduct.
We have examined the compliance of conditions of Corporate Governance by Motherson Sumi Systems Limited, for the year ended
March 31, 2009, as stipulated in Clause 49 of the Listing Agreement(s) of the said Company with stock exchange(s) in India.
The compliance of conditions of Corporate Governance is the responsibility of the Company's management. Our examination was
carried out in accordance with the Guidance Note on Certification of Corporate Governance (as stipulated in Clause 49 of the Listing
Agreement), issued by the Institute of Chartered Accountants of India and was limited to procedures and implementation thereof,
adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression
of opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has
complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement(s).
We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with
which the management has conducted the affairs of the Company.
Kaushik Dutta
Partner
Membership No: F88540
To the Members of (c) In our opinion and according to the information and
Motherson Sumi Systems Limited explanations given to us, a substantial part of fixed
assets has not been disposed off by the Company
1. We have audited the attached Balance Sheet of Motherson during the year.
Sumi Systems Limited, as at March 31, 2009, and the related
Profit and Loss Account and Cash Flow Statement for the year (ii) (a) The inventory (excluding stocks with third parties)
ended on that date annexed thereto, which we have signed has been physically verified by the management
under reference to this report. These financial statements are during the year. In respect of inventory lying with
the responsibility of the company's management. Our third parties, these have substantially been confirmed
responsibility is to express an opinion on these financial by them. In our opinion, the frequency of verification
statements based on our audit. is reasonable.
2. We conducted our audit in accordance with the auditing (b) In our opinion, the procedures of physical verification
standards generally accepted in India. Those Standards require of inventory followed by the management are
that we plan and perform the audit to obtain reasonable reasonable and adequate in relation to the size of
assurance about whether the financial statements are free of the Company and the nature of its business.
material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the (c) On the basis of our examination of the inventory
financial statements. An audit also includes assessing the records, in our opinion, the Company is maintaining
accounting principles used and significant estimates made by proper records of inventory. The discrepancies noticed
management, as well as evaluating the overall financial on physical verification of inventory as compared to
statement presentation. We believe that our audit provides a book records were not material.
reasonable basis for our opinion.
(iii) (a) The Company has not granted any loans, secured or
3. As required by the Companies (Auditor's Report) Order, 2003, unsecured, to companies, firms or other parties
as amended by the Companies (Auditor's Report) covered in the register maintained under Section 301
(Amendment) Order, 2004, issued by the Central Government of the Act.
of India in terms of sub-section (4A) of Section 227 of 'The
(b) The Company has not taken any loans, secured or
Companies Act, 1956' of India (the 'Act') and on the basis of
unsecured, from companies, firms or other parties
such checks of the books and records of the Company as we
covered in the register maintained under Section 301
considered appropriate and according to the information and
of the Act.
explanations given to us, we further report that:
(i) (a) The Company is maintaining proper records showing (iv) In our opinion and according to the information and
full particulars including quantitative details and explanations given to us, having regard to the explanation
situation of fixed assets. that certain items purchased are of special nature for which
suitable alternative sources do not exist for obtaining
(b) The fixed assets are physically verified by the comparative quotations, there is an adequate internal
management according to a phased programme control system commensurate with the size of the
designed to cover all the items over a period of three Company and the nature of its business for the purchase
years, which in our opinion, is reasonable having of inventory, fixed assets and for the sale of goods and
regard to the size of the Company and the nature of services. Further, on the basis of our examination of the
its assets. Pursuant to the programme, a portion of books and records of the Company, and according to the
the fixed assets has been physically verified by the information and explanations given to us, we have neither
management during the year and no material come across nor have been informed of any continuing
discrepancies between the book records and the failure to correct major weaknesses in the aforesaid
physical inventory have been noticed. internal control system.
This is the Balance Sheet referred to in our The schedules referred above form integral part of the Balance Sheet
report of even date
for and on behalf of the Board
KAUSHIK DUTTA V.C. SEHGAL TOSHIHIRO WATANABE PANKAJ MITAL
Partner Vice Chairman Whole time Director Chief Operating Officer
M.No.: F88540
For and on behalf of
Price Waterhouse G.N. GAUBA
Chartered Accountants Co. Secretary & V.P. Finance
Place : Noida
Date : June 29, 2009
This is the Profit and Loss Account referred The schedules referred above form integral part of the Profit and Loss Account
to in our report of even date
for and on behalf of the Board
KAUSHIK DUTTA V.C. SEHGAL TOSHIHIRO WATANABE PANKAJ MITAL
Partner Vice Chairman Whole time Director Chief Operating Officer
M.No.: F88540
For and on behalf of
Price Waterhouse G.N. GAUBA
Chartered Accountants Co. Secretary & V.P. Finance
Place : Noida
Date : June 29, 2009
(i) The above Cash Flow Statement has been prepared under the Indirect Method as set out in the Accounting Standard - 3 on Cash
Flow Statement issued by The Institute of Chartered Accountants of India.
(ii) Previous year's figures have been regrouped wherever necessary to conform to the current year's classification.
(iii) Following non cash transactions have not been considered in the cash flow statement:
-Tax deducted at source on income
(iv) Figures in brackets indicate cash outgo.
This is the Cash Flow Statement referred to for and on behalf of the Board
in our report of even date
KAUSHIK DUTTA V.C. SEHGAL TOSHIHIRO WATANABE PANKAJ MITAL
Partner Vice Chairman Whole time Director Chief Operating Officer
M.No.: F88540
For and on behalf of
Price Waterhouse G.N. GAUBA
Chartered Accountants Co. Secretary & V.P. Finance
Place : Noida
Date : June 29, 2009
Particulars As at March Additions Deletions/ Total as at Upto Depreciation Depreciation Upto As at March As at March
31, 2008 during Sales/ March March for the year on Deletions/ March 31, 2009 31, 2008
the year Adjustments 31, 2009 31, 2008 Sales/ 31, 2009
Adjustments 1
Tangible Assets
Leasehold Land 562,381 78,830 - 641,211 13,787 7,445 - 21,232 619,979 548,594
Freehold Land 305,654 56,244 - 361,898 - - - - 361,898 305,654
Leasehold Improvements 62,693 185 27,128 35,750 30,089 185 27,128 3,146 32,604 32,604
Building 1,227,162 194,837 - 1,421,999 184,476 44,263 - 228,739 1,193,260 1,042,686
Plant & Machinery 4,125,429 656,678 15,290 4,766,817 2,099,838 406,408 11,696 2,494,550 2,272,267 2,025,591
Furniture, Fixtures &
Office equipments 127,234 11,508 3,743 134,999 97,636 11,711 3,542 105,805 29,194 29,598
Computers 161,743 22,342 1,801 182,284 124,524 23,690 1,761 146,453 35,831 37,219
Vehicles 218,218 73,076 41,052 250,242 116,923 50,936 35,765 132,094 118,148 101,295
Intangible Assets
Technical Knowhow fees - 6,070 - 6,070 - 506 - 506 5,564 -
TOTAL 6,790,514 1,099,770 89,014 7,801,270 2,667,273 545,144 79,892 3,132,525 4,668,745 4,123,241
Previous Year 5,577,885 1,561,376 348,747 6,790,514 2,328,390 471,822 132,939 2,667,273 4,123,241
Capital Work in 1,194,229 196,548
1
Progress
5,862,974 4,319,789
1
Refer B (6) of Schedule XIII
Particulars As at As at
March 31, 2009 March 31, 2008
SCHEDULES VI - INVESTMENT (Refer A(3) of Schedule XIII)
A. Unquoted (At Cost)
In Subsidiaries (Long-term Investments)
Motherson PUDENZ WICKMANN Ltd.1 9,045 9,045
1,403,226 equity shares (1,403,226) of Rs 10/- each fully paid up
MSSL Mauritius Holdings Ltd.1 22,452 22,452
525,000 equity shares (525,000) of Euro 1 each fully paid up
15,699,790 redeemable preference shares (Nil) of Euro 1 each fully paid up 1,002,906 -
MSSL Mideast (FZE) 1
1 equity share (1) of AED 150,000 equivalent to Euro 46,875 each fully paid up 1,997 1,997
12,275,000 redeemable preference shares (Nil) of Euro 1 each fully paid up 708,071 -
Advance against preference shares (Euro 12,275,000) - 708,071
MSSL Handels GmbH 1 1,835 1,835
1 equity share (1) of Euro 35,000 each fully paid up
Motherson Electrical Wires Lanka Pvt. Ltd.1 6,857 6,857
1,456,202 equity shares (1,456,202) of Srilankan Rs. 10/- each fully paid up
Particulars As at As at
March 31, 2009 March 31, 2008
SCHEDULES VI - INVESTMENT (Refer A(3) of Schedule XIII contd.)
MSSL (S) Pte Ltd.1
100,000 equity shares (100,000) of S$ 1/- each fully paid up 2,655 2,655
1,800,000 preference shares (1,800,000) of S$ 1/- each fully paid up 51,120 51,120
11,200,000 6% redeemable at par non convertible and non cum-
ulative preference shares (Nil) of S$ 1/- each fully paid up 306,263 -
Advance against preference shares (S$ 275,647) 9,149 282,105
MSSL Global Wiring Ltd.1
50,000 equity shares (Nil) of Rs 10/- each fully paid up 500 -
Advance against equity share 33,600 -
In Others
(Long-term Investments)
Woco Motherson Elastomers Ltd.1 11,393 11,393
1,139,333 equity shares (1,139,333) of Rs 10/- each fully paid up
Woco Motherson Advanced Rubber Technologies Ltd.1 6,667 6,667
666,667 equity shares (666,667) of Rs 10/- each fully paid up
Woco Motherson Advanced Rubber Technologies Ltd.1 44,229 44,229
4,422,867 6% redeemable convertible non-cumulative
preference shares (4,422,867) of Rs 10/- each fully paid up
Balda Motherson Solution India Ltd.1,2
18,419,156 equity shares (14,430,578) of Rs 10/- each fully paid up 184,192 144,306
22,958,000 7% optionally convertible redeemable cumulative
preference shares (22,958,000) of Rs 10/- each fully paid up 229,580 229,580
Advance against equity - 11,739
Visiocorp Motherson Ltd.1 67,368 67,368
6,712,990 equity shares (6,712,990) of Rs 10/- each fully paid up
Saks Ancillaries Ltd.1 10,724 10,724
1,000,000 equity shares (1,000,000) of Rs 10/- each fully paid up
Kyungshin Industrial Motherson Ltd.1 86,080 86,080
8,600,000 equity shares (8,600,000) of Rs 10/- each fully paid up
Motherson Air Travel Agencies Ltd.1 1,206 1,206
120,000 equity shares (120,000) of Rs 10/- each fully paid up
Calsonic Kansei Motherson Auto Products Ltd.1 49,000 49,000
4,900,000 equity shares (4,900,000) of Rs 10/- each fully paid up
Motherson Sumi Infotech & Designs Ltd.1
1,250,000 7% preference shares (1,250,000) of Rs 10/- each fully paid up 12,500 12,500
1,200,000 equity shares (1,200,000) of Rs.10/- each fully paid up 13,800 13,800
Total (A) 2,873,189 1,774,729
Particulars As at As at
March 31, 2009 March 31, 2008
SCHEDULE VII - CURRENT ASSETS, LOANS AND ADVANCES
A. Current Assets
Stock in Trade
(i) Finished Goods 177,361 248,293
(ii) Work in Progress 261,876 333,111
(iii) Raw Material & Components 871,790 832,640
(iv) Goods in Transit (Raw Material & Components) 287,533 65,408
(v) Tools, Store & Spares 4,111 5,497
(1) 1,602,671 1,484,949
Sundry Debtors (Unsecured, unless otherwise stated)
(i) Outstanding for more than six months
Considered Good 1 55,405 51,779
Considered Doubtful 7,672 7,603
63,077 59,382
Less Provision for doubtful debts 7,672 7,603
55,405 51,779
(ii) Other Debts
2
Considered good 1,678,071 1,994,417
(2) 1,733,476 2,046,196
Cash and Bank Balances
(i) Cash in hand 3,271 4,079
(ii) Cheques in hand 516 220,357
(iii) Balance with
(a) Scheduled Banks in
(i) Current Accounts 26,695 8,719
(ii) Deposit account 3 139,056 84,028
(iii) Dividend Account 5,654 4,361
(b) Non Scheduled Banks in 4
(i) Current Account with Bank Austria - 1,527
(ii) Current Account with HSBC Bank Middle East Ltd. 2,043 1,065
(iii) Current Account with Commerz Bank Hanau Germany 2,087 2,474
(3) 179,322 326,610
TOTAL A (1+2+3) 3,515,469 3,857,755
Particulars As at As at
March 31, 2009 March 31, 2008
SCHEDULE VII - CURRENT ASSETS, LOANS AND ADVANCES
B. Loans and Advances (Unsecured, unless otherwise stated)
5
(i) Advances recoverable in cash or in kind or for value to be received
- Considered good 693,152 804,908
- Considered doubtful 2,666 2,966
695,818 807,874
Less Provision for doubtful advances 2,666 2,966
693,152 804,908
(ii) Loan to Subsidiaries 10,683 336,095
(iii) Loan to Joint Venture Company - 3,314
(iv) Deposits with Excise, Customs & Govt Authorities 743,000 694,580
(v) Advance Tax (Net) 6 1,159 (84)
TOTAL B 1,447,994 1,838,813
GRAND TOTAL (A+B) 4,963,463 5,696,568
1
Includes due from subsidiaries Rs.12,153 thousand ( Previous Year Rs.22,235 thousand )
2
Includes due from subsidiaries Rs. 95,787 thousand ( Previous Year Rs.176,273 thousand )
3
i) Deposits pledged with Excise & Sales Tax authorities Rs.23 thousand (Previous Year Rs. 60 thousand)
ii) Margin money Rs.5,008 thousand (Previous Year Rs 4,901 thousand)
4
Maximum balance outstanding during the Year :
i) Bank Austria Rs.1,994 thousand (Previous Year Rs. 1,674 thousand)
ii) HSBC Bank Middle East Ltd. Rs.23,917 thousand (Previous Year Rs 7,698 thousand)
iii) Commerz Bank Hanau Germany Rs.5,614 thousand (Previous Year Rs 3,868 thousand)
5
i) Includes due from subsidiaries Rs.58,725 thousand (Previous Year Rs. 10,425 thousand)
ii) Includes capital advances of Rs 282,766 thousand (Previous Year Rs. 173,006 thousand)
6
Net of Provision for Fringe Benefit Tax Rs 42,300 thousand ( Previous Year Rs 40,693 thousand)
As at As at
March 31, 2009 March 31, 2008
SCHEDULE VIII - CURRENT LIABILITIES AND PROVISIONS
A. Current Liabilities
(i) Sundry Creditors 1
Total Outstanding dues of Micro & Small Enterprises 2 2,403 3,270
Total outstanding creditors other than Micro & Small Enterprises 2,312,006 1,744,935
(ii) Advance from customers 337,623 183,468
(iii) Other Liabilities 76,475 102,724
(iv) Investor Education & Protection Fund shall be credited by the
following amount:
- Unpaid Dividend 5,654 4,361
(v) Interest Accrued but not due 11,638 4,112
2,745,799 2,042,870
B. Provisions
(i) Premium on Redemption of Zero Coupon Foreign Currency Convertible
Bonds (Refer B(3) of Schedule XIII) 926,225 856,102
(ii) For Dividend (including tax thereon) 561,573 561,573
(iii) For Income tax (net) 3 31,690 48,319
(iv) For Wealth tax 2,779 2,500
(v) For Employee benefit (Refer A(5) & B(21)of Schedule XIII) 60,637 40,221
(vi) For Warranty (Refer B(20) of Schedule XIII) 2,000 2,000
1,584,904 1,510,715
TOTAL 4,330,703 3,553,585
1
Includes due to subsidiaries Rs. 426,376 thousand (Previous Year Rs.118,855 thousand)
2
Refer B(5) of Schedule XIII
3
Net of Advance Income Tax Rs 1,025,389 thousand (Previous Year Rs 1,070,516 thousand)
As at As at
March 31, 2009 March 31, 2008
SCHEDULE IX - MISCELLANEOUS EXPENDITURE
(To the extent not written off or adjusted) (Refer B (3) of Schedule XIII)
Premium on Redemption/ Issue Expenditure of Zero Coupon
Foreign Currency Convertible Bonds
Opening Balance 419,786 584,835
Less: Written off during the year 154,524 165,049
TOTAL 265,262 419,786
SCHEDULE XIII - Significant Accounting Policies and Notes forming part of Accounts
1. CONVENTION
The Financial Statements are prepared to comply in all material aspects with all the applicable accounting principles in India, the
applicable accounting standards notified under section 211 (3C) of the Companies Act, 1956 and the relevant provisions of the
Companies Act,1956. The Company follows the mercantile system of accounting and recognises income and expenditure on
accrual basis.
FIXED ASSETS
i) The fixed assets except as stated in (ii) below are stated at cost less accumulated depreciation. Cost of acquisition or
construction is inclusive of inward freight, duties and taxes and other incidental expenses.
ii) The fixed assets of the Component Division of erstwhile Motherson Auto Components Engineering Limited (MACE) have
been stated at an amount inclusive of appreciation arising on revaluation of the assets by an approved valuer on December
31, 1998. The method adopted for revaluation of the assets are as under:
b) Buildings, Indigenous Plant and Machinery, Furniture and Fixtures, Moulds and Dies: Replacement value.
The Company charges assets Costing less than Rs 5,000 to expense, which could otherwise have been included as Fixed
Asset, because the amount is not material in accordance with Accounting Standard 10 -'Accounting for Fixed Assets'.
DEPRECIATION
i) Depreciation on fixed assets except as stated in (ii) below, is provided from the month the asset is ready for commercial
production on a pro-rata basis at the SLM rates prescribed in schedule XIV to the Companies Act, 1956 or based on
useful life, whichever is higher. In accordance with the above policy the following assets are depreciated, at rates
higher than those prescribed in schedule XIV of the Companies Act, 1956:
Rate (%)
Computers 33.33
Vehicles 25.00
Furniture, fixtures & Office equipments 16.67
Electrical Installations 10.00
Specific Identified Plant & Machinery 25.00
ii) In respect of revalued assets, depreciation is being provided on the revalued amounts over the remaining useful life of
the assets at the SLM rates. Leasehold Land is amortized over the balance period of lease.
3. INVESTMENTS
Investments are classified into long term and current investments. Long-term investments are stated at cost. A provision for
diminution is made to recognise a decline, other than temporary, in the value of long term investments.
Current investments are carried at lower of cost and fair value. Fair value in the case of quoted investments refers to the market
value of the investments arrived at on the basis of last traded prices as at the year-end.
4. INVENTORIES
Stores and spares, loose tools are valued at cost or net realizable value, whichever is lower.
Raw materials, components, finished goods and work in progress are valued at cost or net realizable value, whichever is lower.
The basis of determining cost for various categories of inventories is as follows:
i) Stores and Spares, Raw Materials and Components First in First Out (FIFO) method
ii) Work in Progress and Finished Goods Material cost plus appropriate share of labour and production
overheads.
iii) Tools Cost less amortization based on useful life of the items
ascertained on a technical estimate by the management
5. EMPLOYEE BENEFITS
The Company makes regular contributions to the State administered Provident Fund which is charged against revenue. The
Company provides for long term defined benefit schemes of gratuity and compensated absences on the basis of actuarial
valuation on the balance sheet date based on the Projected Unit Credit Method. In respect of gratuity, the Company funds the
benefits through annual contributions to Life Insurance Corporation of India (LIC) under its Group Gratuity Scheme. The
actuarial valuation of the liability towards the defined benefits of the employees is made on the basis of assumptions with
respect to the variable elements affecting the computations including estimation of interest rate of earnings on contributions
to LIC. The Company recognises the actuarial gains and losses in the profit and loss account in the period in which they occur.
6. REVENUE RECOGNITION
Sales are recognised upon the transfer of significant risks and rewards of ownership to the customers.
Revenue from services is recognised as per the terms of the agreement, as the services are rendered and no significant
uncertainty exists regarding the amount of consideration.
Interest Income is recognised on a proportion of time basis taking into account the principal outstanding and the rate applicable.
Transactions involving foreign currencies are recorded at the exchange rate prevailing on the transaction date. Foreign currency
monetary items are translated at the exchange rate prevailing at the balance sheet date and the gain/loss arising on such
translation is charged to the profit and loss account. Premium or discount arising at the inception of a forward exchange
contract is amortized as expense or income over the life of contract.
8. BORROWING COSTS
The borrowing costs on funds other than those directly attributable to the acquisition of a qualifying asset i.e. an asset that
necessarily takes a substantial period of time to get ready for its intended use, is charged to revenue in the period in which they
are incurred.
The borrowing costs that are directly attributable to the acquisition, construction or production of qualifying assets are capitalised
as part of the cost of that asset.
9. LEASES
Lease rental in respect of operating lease arrangements are charged to expense when due as per the terms of the related
agreement on a straight-line basis over the lease period.
Lease rentals in respect of finance lease transactions entered into prior to 31st March 2001 is charged to expense when due as
per the terms of the related agreement. Finance lease transactions entered into after this date are considered as financing
arrangements and the leased asset is capitalised at an amount equal to the present value of future lease payments and a
corresponding amount is recognised as a liability. The lease payments made are apportioned between finance charge and
reduction of outstanding liability in relation to leased asset.
10. TAXATION
Current Tax
Current tax is provided on the basis of tax payable on estimated taxable income computed in accordance with the applicable
provisions of Income tax Act, 1961 after considering the benefits available under the said Act.
Deferred Taxes
In accordance with Accounting Standard 22 - Accounting for Taxes on Income, issued by the Institute of Chartered Accountants
of India, the deferred tax for timing differences between the book and tax profits for the year is accounted for using the tax
rates and laws that have been enacted or substantially enacted as of the balance sheet date.
Deferred tax assets are recognised only to the extent there is reasonable certainty that the assets can be realised in the future;
however, where there is unabsorbed depreciation or carried forward loss under taxation laws, deferred tax assets are recognised
only if there is virtual certainty of realisation of such assets.
Fringe benefit tax is determined based on the liability computed in accordance with relevant tax rates and tax laws.
The earnings considered in ascertaining the Company's EPS comprises the net profit after tax (and includes the post tax effect
of any extra ordinary items) attributable to equity shareholders. The number of shares used in computing Basic EPS is the
weighted average number of shares outstanding during the year. The diluted EPS is calculated on the same basis as basic EPS,
after adjusting for the effect of potential dilutive equity shares.
Impairment loss, if any, is provided to the extent, the carrying amount of assets exceeds their recoverable amount. Recoverable
amount is higher of an asset's net selling price, and its value in use. Value in use is the present value of estimated future cash
flows expected to arise from the continuing use of an asset and from its disposal at the end of its useful life.
A provision is recognised when there is a present obligation as a result of a past event, it is probable that an outflow of
resources will be required to settle the obligation and in respect of which reliable estimate can be made. A disclosure for a
contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not, require
an outflow of resources. Where there is a possible obligation or a present obligation in respect of which the likelihood of
outflow of resources is remote, no provision or disclosure is made.
In the preparation of the financial statements, the management of the Company makes estimates and assumptions in conformity
with the applicable accounting principles in India that affect the reported balances of assets and liabilities and disclosures
relating to contingent assets and liabilities, as at the date of the financial statements and reported amounts of income and
expenses during the period. Examples of such estimates include provisions for doubtful debts, future obligations under employee
retirement benefit plans, income taxes, the useful lives of fixed assets and intangible assets and estimates for recognising
impairment losses.
These estimates could change from period to period and also the actual results could vary from the estimates. Appropriate
changes are made to the estimates as the management becomes aware of changes in circumstances surrounding these estimates.
The changes in estimates are reflected in the financial statements in the period in which changes are made and, if material,
their effects are disclosed in the notes to the financial statements.
1. Contingent Liabilities
(Figures in Rs. Thousands)
As at As at
March 31, 2009 March 31, 2008
a) In respect of Excise 1 13,803 12,265
b) In respect of Customs 444 444
c) In respect of Entry Tax 8,186 2,667
d) In respect of Sales Tax 13,505 13,784
e) In respect of Service Tax 4,581 3,545
f) In respect of Stamp Duty 4,754 1,804
g) In respect of Income Tax 3,557 1,588
h) In respect of Labour Cases 15,850 14,891
i) The Company has given corporate guarantee in respect of :
i) Subsidiary Company 1,117,221 75,915
j) Bank Guarantees / Letter of Credit furnished by the Company 59,174 46,015
1
Excludes interest
Further, in respect of certain subsidiary companies, the Company has furnished letter of support to enable the said companies
continue the operations.
The amount shown in items "a to h" above represents the best possible estimates arrived at on the basis of available
information. The uncertainty and possible reimbursement are dependent on the outcome of the different legal processes
which have been invoked by the Company or the claimants as the case may be and therefore cannot be predicted accurately.
During the year ended March 31, 2006, the Company issued Euro 50,300,000 Zero Coupon Convertible Bonds due 2010 (the
"Bonds"). These Bonds are listed in the Singapore Exchange Securities Trading Limited (the "SGX-ST").The Bonds are convertible
either at the option of the holder at any time on or after August 24, 2005 (or such earlier date as is notified to the holders of
the Bonds by the Company) upto July 6, 2010 by holders into fully paid equity shares with full voting rights at par value of
Re. 1.00 each of the Issuer ("Shares") at an initial Conversion Price (as defined in the "Terms & Conditions of the Bonds") of
Rs.74.32 per Share with a fixed rate of exchange on conversion of Rs. 52.01 = Euro 1.00. The Conversion Price is subject to
adjustment in certain circumstances.
The Bonds may otherwise be redeemed, in whole or in part, at the option of the Issuer, at any time on or after July 15, 2008
and prior to July 7, 2010 subject to satisfaction of certain conditions and at their "Early Redemption Amount" (as defined in the
"Terms & Conditions of the Bonds") at the date fixed for such redemption if the "Closing Price" (as defined in the "Terms &
Conditions of the Bonds") of the Shares translated into Euro at the "prevailing rate" (as defined in the "Terms & Conditions of the
Bonds") for each of 20 consecutive "Trading Days" (as defined in the "Terms & Conditions of the Bonds") the last of which occurs
not more than five days prior to the date upon which notice of such redemption is published, is greater than 130 per cent, of
the "Conversion Price" (as defined in the "Terms & Conditions of the Bonds") then in effect translated into euro at the rate of Rs.
52.01 = Euro 1.00.
The Bonds may also be redeemed, in whole, but not in part, at any time at the option of the Issuer at their Early Redemption
Amount, if less than 10 per cent, in aggregate principal amount of the Bonds originally issued is outstanding.
The Bonds may also be redeemed in whole, but not in part, at the option of the Issuer subject to satisfaction of certain
conditions including obtaining Reserve Bank of India ("RBI") approval, at their Early Redemption Amount, on the date fixed for
redemption in the event of certain changes relating to taxation in India.
Unless previously redeemed, converted or purchased and cancelled, the Bonds will be redeemed by the Issuer in Euros on July
16, 2010 at 126.77 per cent of its principal amount.
The issuer will, at the option of any holder of any Bonds, repurchase at the Early Redemption Amount such Bonds at such time
as the Shares cease to be listed or admitted to trading on the BSE and the NSE (as defined in the "Terms & Conditions of the
Bonds") in respect of the Issuer.
Consequent to the exercise of conversion option by holders of bonds of face value Euro 4.6 million, in the financial year ended
March 31, 2008, the outstanding balance as on March 31, 2009 is Euro 45,700,000.
2
Revised from Rs. 111.45, in accordance with the terms of issue, consequent to the issue of bonus shares by the Company.
4. On March 6, 2009 , Samvardhana Motherson Visiocorp Solution Limited (SMVSL), incorporated in Jersey, 95 % owned by
Samvardhana Motherson Global Holding Limited (SMGHL), together with its subsidiaries acquired all the subsidiaries of Visiocorp
Plc. (in administration) for a cash consideration of Euro 24.77 Million and issue of consideration shares amounting to Euro
1.5 Million to the lenders of the erstwhile Visiocorp Group. SMGHL is a joint venture between the Company and Samvardhana
Motherson Finance Limited through its overseas 100% Subsidiary MSSL Mauritius Holdings Limited, which holds 51% in
SMGHL.
5. As per information available with the management, the dues payable to enterprises covered under "The Micro, Small and
Medium Enterprises Development Act, 2006" aggregate to Rs. 2,403 thousand (Previous year Rs. 3,270 thousand). This has
been determined on the basis of responses received from vendors on specific confirmation sought by the Company in this
regard.
Further, as determined by the management, there is no interest paid/ payable to such enterprises.
6. The management based on the review of future business plans has estimated the value in use/ recoverable value lower than
the carrying value of the certain fixed assets and consequently recognised an impairment loss to the extent of the carrying
value of such assets amounting to Rs. 11,066 thousand. In the previous year the Company had impaired certain fixed assets
included in capital work in progress having value of Rs 28,807 thousand.
7. (a) During the year the Company has made a provision amounting to Rs. 110,000 thousand for diminution in the value of its
investment in Balda Motherson Solution India Limited consequent to impairment recognized by Balda Motherson Solution
India Limited in its financial statements for the year ended on March 31, 2009.
(b) The Board of Directors' on June 29, 2009 have approved the purchase of Minority Interest of 43.87% in its Subsidiary
Motherson PUDENZ WICKMANN Limited (MPWL). MPWL has a net sales of Rs.264 Lakhs and profit after tax of Rs. 42
Lakhs for the year ended March 31, 2009.
8. Managerial Remuneration:
(Figures in Rs. Thousands)
Year ended Year ended
March 31, 20093,4 March 31, 2008 3
a) Salaries and other allowances 5,364 4,483
b) Contribution to provident and other funds 460 400
c) Perquisites 2,420 1,932
d) Directors Sitting Fees 500 520
Total 8,744 7,335
3
As the employee-wise break up of gratuity and leave encashment is not ascertainable, the amount related to one of the
directors has not been included in the above particulars.
4
Includes remuneration amounting to Rs. 3,041 thousand paid to Whole time Director, being a non-resident whose appointment
is subject to Central Government approval, for which the Company has filed necessary application and approval is awaited.
9. Payment to Auditors
(Figures in Rs. Thousands)
Year ended Year ended
March 31, 2009 March 31, 2008
a) Statutory Audit Fees 4,425 3,425
b) Taxation Matters 300 300
c) Reimbursement of expenses 284 273
d) Others (certification charges and other services) 350 350
Total 5,359 4,348
11. Expenditure in foreign currency on account of: (Cash Basis) (Net of Taxes)
(Figures in Rs. Thousands)
Year ended Year ended
March 31, 2009 March 31, 2008
a) Royalty 61,732 42,796
b) Travelling 33,451 56,057
c) Interest 16,032 11,770
d) Professional Fee 89,583 49,721
e) Technical Assistance Fees 6,564 21,113
f) Rent 9,015 8,883
g) Salaries and other allowances 27,921 17,145
h) Computer and Software Expenses 2,016 3,808
i) Others (includes training, bank charges, reimbursements etc.) 65,725 38,946
12. Value of imported and indigenous consumed and percentage of each to total consumption:
Particulars Year ended March 31, 2009 Year ended March 31, 2008
(%) (Rs. in (%) (Rs. in
Thousands) Thousands)
a) Imported 41 3,165,778 43 3,368,521
b) Indigenous 59 4,486,522 57 4,431,509
Total 100 7,652,300 100 7,800,030
Particulars Year ended March 31, 2009 Year ended March 31, 2008
(%) (Rs. in (%) (Rs. in
Thousands) Thousands)
a) Imported 16 22,998 22 33,162
b) Indigenous 84 125,490 78 117,781
Total 100 1,48,488 100 150,943
A. Quantity
(Numbers in Thousands)
Year ended March 31, 2009 Year ended March 31, 2008
Wiring High Plastic Wires Wiring High Plastic Wires
Harness Tension Comp. Harness Tension Comp.
Cords Cords
(Nos.) (Nos.) (Nos.) (Kms.) (Nos.) (Nos.) (Nos.) (Kms.)
Opening Stock 496 - 716 10 385 - 759 21
Production 20,177 394 56,701 605 23,305 388 62,267 575
Total 20,673 394 57,417 615 23,690 388 63,026 596
Sales/Consumption 20,327 390 56,958 606 23,194 388 62,310 586
Closing Stock 346 4 458 9 496 - 716 10
B. Value
(Figures in Rs. Thousands)
Year ended March 31, 2009 Year ended March 31, 2008
Opening Sales (net) Closing Opening Sales (net) Closing
Stock Stock Stock Stock
Wiring Harness 151,679 8,962,231 94,710 101,135 8,789,081 151,679
High Tension Cords - 77,753 350 - 84,326 -
Plastic Comp. 42,652 3,203,989 34,557 44,144 3,112,258 42,652
Wires 48,346 514,497 41,304 87,919 515,682 48,346
5
Others 5,616 190,959 6,440 3,632 529,666 5,616
Total 248,293 12,949,429 177,361 236,830 13,031,013 248,293
5
Quantitative information in respect of value disclosed in others is not being given separately as the related revenue and
costs are less than 10% of total revenue and cost of the Company.
7
Not ascertainable as the products manufactured by the Company are of variable size & technical complexities.
(i) The break up and movement of net deferred tax liability for the year ended March 31, 2009 is as under:
(ii) In view of the Company's past financial performance and future profit projections, the Company expects to fully recover
the Deferred Tax Assets.
20. The Company has the following provision in the books of accounts as on March 31,2009
(Figures in Rs. Thousands)
Warranty provision relates to the estimated outflow in respect of warranty for products sold by the Company. Due to the very
nature of such costs, it is not possible to estimate the timing/ uncertainties relating to the outflows of economic benefits.
21. The details of liabilities recognised by the Company in respect of long term defined benefits and contribution schemes in
accordance with Accounting Standard 15 (Revised 2005) for its employees are as under:
(i) Gratuity
The employees are entitled to gratuity that is computed as half-month's salary, for every completed year of
service and is payable on retirement/termination. The Company makes provision of such gratuity liability in the
books of accounts on the basis of actuarial valuation. The Company pays contribution to Life Insurance Corporation
of India to fund its plan.
The employees are entitled for leave for each year of service and part thereof and subject to the limits specified,
the un-availed portion of such leaves can be accumulated or encashed during/ at the end of the service period.
The plan is not funded.
The reconciliation of opening and closing balances of the present value of the defined benefit obligations are as
below:
(Figures in Rs. Thousands)
Year ended Year ended
March 31, 2009 March 31, 2008
Gratuity Leave Gratuity Leave
encashment/ encashment
Compensated /Compensated
Absences Absences
Obligations at year beginning 78,133 25,312 62,732 18,326
Service Cost - Current 16,361 6,183 7,298 5,101
Interest Cost 5,895 1,767 3,310 1,324
Actuarial (gain) / loss 14,939 3,808 8,929 8,688
Benefit Paid (3,499) (2,092) (4,136) (8,127)
Obligations at year end 111,829 34,978 78,133 25,312
Change in plan assets
Plan assets at year beginning, at fair value 63,224 - 47,786 -
Expected return on plan assets 5,699 - 3,843 -
Actuarial gain / (loss) 1,174 - 1,688 -
Contributions 19,402 - 13,725 -
Benefits paid (3,330) - (3,818) -
Plan assets at year end, at fair value 86,169 - 63,224 -
Reconciliation of present value of the
obligation and the fair value of plan assets:
Present Value of the defined benefit
obligations at the end of the year 111,829 34,978 78,133 25,312
Fair value of the plan assets at the
end of the year (86,169) - (63,224) -
Liability recognised in the Balance Sheet 25,660 34,978 14,909 25,312
Defined benefit obligations cost for the year
Service Cost - Current 16,361 6,183 7,298 5,101
Interest Cost 5,895 1,767 3,310 1,324
Expected return on plan assets (5,699) - (3,843) -
Actuarial (gain) / loss 13,765 3,808 7,241 8,688
Net defined benefit obligations cost 30,322 11,758 14,006 15,113
100% of the plan assets are lying in the Gratuity fund administered through Life Insurance Corporation of India (LIC)
under its Group Gratuity Scheme.
The principal assumptions used in determining post-employment benefit obligations are shown below:
2009 2008
Discount Rate 7.50 % 8.00 %
Future salary increases 6.25 %. 5.50 %.
Expected return on plan assets 9.25 %. 8.00 %.
The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion
and other relevant factors such as supply and demand factors in the employment market.
The Company deposits an amount determined at a fixed percentage of basic pay every month to the State administered
Provident Fund and Employee State Insurance (ESI) for the benefit of the employees. Accordingly, the Company's contribution
during the year that has been charged to revenue amounts to Rs.82,123 thousand (Previous Year Rs. 97,366 thousand)
Related party disclosures, as required by AS18, "Related Party Disclosures", are given below:
b. Associate Companies:
i) Board of Directors:
Mr. V C Sehgal
Mr. Toshimi Shirakawa
Mr. Toshihiro Watanabe (w.e.f June 2, 2008)
Mr. M S Gujral
Mr. Bimal Dhar
Mr. H Murai
Maj. Gen Amarjit Singh (Retd)
Mr. Pankaj Mital
Mr Arjun Puri
Mr. Toshihide Ano
Mr. A. Yamauchi (upto June 1, 2008)
Mr. Laksh Vaaman Sehgal (Appointed Director w.e.f. April 30, 2009)
Ms. Renu Sehgal
Ms. Vidhi Sehgal
Ms. Geeta Soni
Ms. Neelu Mehra
Ms. Padma Avasthi
Mr. Harjit Singh
Ms. Upkar Gujral
Ms. Subina Avasthi
d. Companies in which Key Managerial Personnel or their relatives have control/ significant influence:
e. Joint Venturer:
Sumitomo Wiring Systems Limited, Japan
Wilhelm Pudenz GmbH, Germany
Visiocorp Plc, UK (Upto March 06, 2009)
Kyungshin Industrial Co., Korea
Woco Franz Josef Wolf Holding GmbH, Germany
Balda AG, Germany
Calsonic Kansei Corporation, Japan
E-Compost Pty. Limited, Australia
Dermotech GmbH, Germany
III. Details of transactions, in the ordinary course of business at commercial terms, and balances with related parties as
mentioned in I & II above:
(Figures in Rs. Thousands)
S. Particulars Parties mentioned in Parties mentioned in Parties mentioned in Parties mentioned Parties mentioned
No. 22 (I) above 22 (II) (a) above 22 (II) (b) & (d) above in 22 (II) (e) above in 22 (II) (c) above
Current Previous Current Previous Current Previous Current Previous Current Previous
Year year Year year Year year Year year Year year
1 Sale of Goods 467,113 567,302 576,296 460,033 47,831 19,157 351,351 387,550 36 -
2 Rendering of
Services 2,380 2,805 181,390 93,705 23,919 19,237 - - - -
3 Sale of Fixed Assets 149 - 252 - - 59 - - - -
4 Purchase of Goods 475,927 612,132 35,327 34,537 353,112 467,797 238,574 320,106 - -
5 Purchase of
Fixed Assets 24,628 3,957 - 8,680 123,734 22,944 1,042 1,760 - -
6 Purchase of Services 4,033 6,205 10,250 5,645 304,130 317,399 2,616 891 4,28710 3,282 10
7 Reimbursement (Net) 38,682 30,242 26,967 4,553 24,093 3,105 8,759 647 - -
8 Investments made
during the year11 2,017,740 - 39,886 192,806 - - - - - -
9 Purchase of Shares - - - - - - - - - -
10 Sale of Shares - - - - - - - - - -
11 Royalty - - - - - - 61,561 78,245 - -
12 Remuneration/Sitting
Fees of Directors - - - - - - - - 14,005 18,191
13 Interest Income 12,051 19,740 442 9,783 - - - - - -
14 Interest Expense 1,028 2,153 - - 907 1,167 - - - -
15 Dividend Paid - - - - 135,979 100,725 130,804 96,892 28,79212 21,384 12
16 Dividend Received - - 45,793 - 875 - - - - -
17 Advance given against
Equity/Preference Shares 42,749 361,131 - 11,739 - - - - - -
18 Advance Received back - - - - - - - - - -
against Equity/
Preference Share - 90,560 - -
19 Loans Received
during the year 2,000 32,500 - - 10,000 10,000 - - - -
20 Loans Given
during the year - 36,209 10,000 - - - - - - -
21 Loans Repaid
during the year 34,500 - - - 30,000 - - - - -
22 Loans Received back
13
during the year 361,499 51,689 13,314 143,806 - - - - - -
23 Security Deposits
Received - - 1,547 30,128 8,492 - - - - -
24 Security Deposits Repaid - - - 128 - - - - - -
Balances as at year end
25 Investments 2,113,700 95,960 678,508 638,622 38,230 38,230 - - - -
26 Advance given against
Equity/ Preference Shares 42,749 990,176 - 11,739 - - - - - -
27 Loans Payable - 32,500 - - - 20,000 - - - -
28 Loans Receivable
(after reinstatement) 10,683 336,095 - 3,314 - - - - - -
29 Advances Receivable 58,725 10,425 12,484 1,496 62,467 8,524 - - 96 -
30 Security Deposit Received - - 11,082 32,561 8,492 2,628 - - - -
31 Security Deposits Given - - - - 2,706 2,706 - - 542 542
32 Guarantees Closing 1,027,989 75,915 - - - - - - - -
33 Trade Payable 426,376 118,855 7,586 6,579 90,463 89,568 53,818 51,397 - 169
34 Trade Receivable 107,940 198,508 113,741 50,368 16,414 3,805 28,373 31,898 - -
10
Rent of Rs 4,287 thousand (Previous Year Rs.3,282 thousand) paid to Mr. V.C Sehgal, Mr. Laksh Vaaman Sehgal, Ms. Renu Sehgal, Ms. Vidhi Sehgal .
11
Include investment in shares amounting to Rs. 1001,915 thousand allotted during the year against advances given in the previous year.
12
Dividend of Rs. 28,792 thousand (Previous Year Rs. 21,384 thousand) paid to Mr. V. C. Sehgal, Mr. Laksh Vaaman Sehgal, Ms. Neelu Mehra, Ms. Geeta Soni, Ms. Vidhi
Sehgal, Mr. Pankaj Mital, Mr. M.S. Gujral, Mr. G.N.Gauba, Mr. Vivek Avasthi, Ms. Renu Sehgal, Ms. Padma Avasthi, Ms. Subina Avasthi, Mr. Harjit Singh.
13
Loan outstanding amounting to Rs 13,314 thousand converted into share application money.
15
India Outside India Unallocated Total
Current Previous Current Previous Current Previous Current Previous
Year Year Year Year Year Year Year Year
Revenue by
geographical
markets
External 10,496,740 10,854,572 2,544,716 2,610,635 280,413 13,187 13,321,869 13,478,394
Total 10,496,740 10,854,572 2,544,716 2,610,635 280,413 13,187 13,321,869 13,478,394
Carrying 10,134,084 8,759,603 564,249 873,506 3,151,071 2,645,124 13,849,404 12,278,233
amount of
segment assets
Addition to 1,091,413 1,561,127 8,357 249 - - 1,099,770 1,561,376
fixed assets
15
Includes Europe, America, Asia Pacific, Middle East and Australia
Automotive Wiring Harness, High Tension Cords, Wire, Plastic Components, Rubber Components,
Cockpit Assembly
Non Automotive Wiring Harness, Pen-Stamp Assembly, Plastic Components for white goods, Household
Wires, Plates, Aerobin
Inter Segment prices are normally negotiated amongst the segments with reference to the costs, market prices and
business risks, with an overall optimisation objective for the Company.
The Company's interests, as a venture, in jointly controlled entities as at March 31, 2009 are:
The following amounts represent the Groups share of the assets and liabilities and revenue and expenses of the joint venture
and are included in the consolidated balance sheet and consolidated profit & loss account:
25. The Company has a comprehensive system of maintenance of information and documents as required by the transfer pricing
legislation under sections 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 appoints independent consultants for conducting a Transfer
Pricing Study to determine whether the transactions with associate enterprises are undertaken, during the financial year, on an
"arms length basis". Adjustments, if any, arising from the transfer pricing study shall be accounted for as and when the study is
completed for the current financial year. However the management is of the opinion that its international transactions 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.
26. The corresponding figures of previous year have been regrouped, rearranged wherever necessary to conform to the current
year's classification.
I. Registration Details
Sources of Funds
Application of Funds
The financial year of the March 31, December 31, December 31, December 31, December 31, December 31, December 31, December 31, December 31, December 31, December 31, December 31, December 31, December 31, March 31, March 31, March 31, March 31, March 31, March 31, December 31, December 31,
Subsidiary Companies ended on 2009 2008 2008 2008 2008 2008 2008 2008 2008 2008 2008 2008 2008 2008 2009 2008 2009 2009 2009 2009 2008 2008
Number of shares held in 1 Equity 4,080,000 250,000 1 Equity 1 Equity 1 Equity 1 Equity 1 Equity 1,000 Equity 525,000 Equity 1500 Equity 5,000 Equity 75,100 Equity 2 Equity 100,000 equity 8,000 Euqity 1 Equity share 1,456,202 50,000 equity 1,403,226 100 Equity 100 Equity
Subsidiary Company as Share Equity shares Equity shares share of share of share of share of share of shares of GBP share of EURO Shares of share of EURO shares of AED shares of AUD shares of S$ shares of of EURO Equity Shares shares of equity shares shares of shares of
on above date: of AED of EURO 1 of EURO 1 EURO 51,200 EURO 200,000 EURO 72,900 EURO 51,000 EURO 10,000 1 each held by 1 each and AED 100 each 10 each held 1 each 1 each held 1 each and AUD 1 each 35,000 each of SLR. 10 Rs 10 each of Rs 10 each AUD 1 each AUD 1 each
150,000 each held by each held by each held by each held by each held by each held by each held by MSSL Mideast 399,790 equivalent to by MSSL equivalent to by Global 13,000,000 and 2,792,000 each held by MSSL held by MSSL
equivalent MSSL Mideast MSSL Mideast MSSL GmbH MSSL GmbH MSSL GmbH MSSL GmbH MSSL GmbH (FZE) preference EUR 32,504 Mauritius AUD 27,265 Environment preference s preference Australia Australia
to EURO (FZE) (FZE) share of EURO held by MSSL Holdings and 6,041,542 Management hare of shares of Pty Ltd Pty Ltd
46,875 and Limited Equity shares (FZC) S$ 1 each AUD 1
12,275,000 of AUD 1 each each held by
preference held by MSSL MSSL (S)
share of Mauritius Pte Ltd.
EURO 1 each Holdings
Limited
- Equity (Nos.) 1 8,000,000 250,000 1 1 1 2 1 1,000 525,000 1,500 5,000 7,700,000 2 100,000 10,000 1 1,456,202 50,000 2,500,000 100 100
- Extent of Holding (%) 100% 51% 100% 100% 100% 100% 51% 100% 100% 100% 100% 100% 78.82% 100% 100% 80% 100% 100% 100% 56.13% 100% 100%
- Preference (Nos.) 12,275,000 - - - - - - - 399,790 - - - 13,000,000 3,490,000
- Extent of Holding (%) 100% - - - - - - - 100% - - - 100% 80%
Net aggregate amounts of
profits/ (losses) of the
Subsidiary Companies so
far as those profits are dealt
with, or provision is made
for those losses in the
Accounts of the Holding
Company
(Figures in thousands)
- Profits/Losses of the
Subsidiary Companies for
the financial year ended
March 31, 2009 Euro 5,687 Euro (240) Euro (1,944) Euro 499 - Euro (106) Euro (333) Euro (12) GBP (125) Euro (914) Euro (144) Euro 131 Aud (671) Aud (1,210) SGD (936) Aud 324 Euro 4 USD 5,420 Rs (4,026) Rs 4,154 Aud (39) Aud 269
Rs 382,138 Rs (16,156) Rs (130,644) Rs 33,517 - Rs (7,132) Rs (22,406) Rs 820) Rs (9,053) Rs (61,425) Rs (9,653) Rs 8,793 Rs (23,538) Rs (42,454) Rs (31,178) Rs 11,367 Rs 237 Rs 274,910 Rs (4,026) Rs 4,154 Rs (1,358) Rs 9,445
- Profits for the previous
financial years of the
Subisidiary Companies
since it became a subsidiary
of the Holding Company Euro 16,912 Euro (470) Euro (6,983) Euro 1,350 - Euro 1,223 - - GBP (265) Euro 340 Euro (2,254) Euro (430) Aud (1,846) Aud (2,913) SGD 774 Aud 1,329 Euro (112) USD 7,156 - Rs 32,305 Aud (50) Aud 2,096
Rs 1,136,285 Rs (31,581) Rs (469,175) Rs 90,733 - Rs 82,167 - - Rs (19,239) Rs 22,813 Rs (151,446) Rs (28,881) Rs (64,788) Rs (102,210) Rs 25,776 Rs 46,635 Rs (7,512) Rs 362,950 - Rs 32,305 Rs (1,740) Rs 73,542
Net aggregate amount of
profits / (losses) of the
Subsidiary Companies
so far as it concerns
the members of the Holding
Company and is not
dealt in the accounts of the
Holding Company.
- Profits of the Subsidiary
Companies for the
financial year ended
31st March, 2009 Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil
- Profits for the previous
financial year of the
Subsidiary Companies
since it became a subsidiary
of the Holding Company Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil
Changes in the interest of
the Holding Company in
the subsidiary between the
end of the financial year of
the subsidiary and that
of the Holding Company NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA
Material changes between
the end of the financial year
of the subsidiary and that
of the Holding Company NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA
* Indian Rupee figures have been arrived at by applying the year end interbank exchange rate, Euro 1= Rs 67.19, SGD 1 = Rs 33.32, AUD $ 1 = Rs 35.09, GBP 1 = Rs 72.66,
S.No Name of the Company MSSL Reporting Exchange Share Reserve and Total Net Fixed Investment Total Assets Sales PBT Taxation PAT
Holding Currency Rate Capital Surplus Liabilities Assets
as at
31/03/2009
1 MSSL Mauritius Holdings Limited 100% EUR 67.19 62,137 (38,612) 24,008 - 4,374 24,008 - (61,425) - (61,425)
2 MSSL Mideast (FZE) 100% EUR 67.19 827,907 1,519,998 2,518,801 82,892 1,362,214 2,518,801 1,413,108 382,138 - 382,138
3 Motherson Electrical Wires Lanka
Pvt. Limited 100% USD 50.72 7,700 701,708 727,098 54,038 - 727,098 1,221,890 275,722 813 274,910
Notes
1
As required under Para VI of the approval dated July 10, 2009 - issued by Ministry of Company Affairs , Indian rupees equivalents of the figures in the foreign currencies in the accounts of subsidiary companies has been given
based on year end interbank exchange rates.
2
Subsidiary of MSSL Mideast (FZE)
3
Subsidiary of MSSL GmbH
4
Subsidiary of MSSL Mauritius Holdings Ltd
5
Subsidiary of MSSL (S) Pte Ltd
6
Subsidiary of Global Environment Management (FZC)
7
Subsidiary of MSSL Australia Pty Limited
Auditors' Report
To the Board of Directors of auditors, whose reports have been furnished to us and our
Motherson Sumi Systems Limited opinion, insofar as it relates to the amounts included in respect
of these subsidiaries, joint ventures and associate, is based
1. We have audited the attached Consolidated Balance Sheet solely on the report of the other auditors.
of Motherson Sumi Systems Limited and its subsidiaries, joint
5. We report that the consolidated financial statements have
ventures and associate as at March 31, 2009, the Consolidated
been prepared by the Company in accordance with the
Profit and Loss Account for the year ended on that date
requirements of Accounting Standard 21, Consolidated
annexed thereto, and the Consolidated Cash Flow Statement
Financial Statements, Accounting Standard 23, Accounting
for the year ended on that date, which we have signed under
for Investments in Associates in Consolidated Financial
reference to this report. These consolidated financial
Statements and Accounting Standard 27, Financial Reporting
statements are the responsibility of the management. Our
of Interests in Joint Ventures issued by the Institute of
responsibility is to express an opinion on these consolidated
Chartered Accountants of India and on the basis of the
financial statements based on our audit.
separate audited financial statements of Motherson Sumi
2. We have conducted our audit in accordance with auditing Systems Limited and its subsidiaries, joint ventures and
standards generally accepted in India. Those Standards require associate, included in the consolidated financial statements.
that we plan and perform the audit to obtain reasonable
6. We refer to note on B-6 of Schedule XIII regarding managerial
assurance about whether the financial statements are prepared,
remuneration amounting to Rs.3,041 thousand for the
in all material respects, in accordance with an identified financial
current year paid to whole time director, being a non resident
reporting framework and are free of material misstatement.
whose appointment is subject to approval by the Central
An audit includes examining, on a test basis, evidence
Government.
supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting In the event that the Central Government approval is not
principles used and significant estimates made by management, received, these amounts are to be refunded by such directors.
as well as evaluating the overall financial statement This would then result in profit after taxation for the year to
presentation. We believe that our audit provides a reasonable be Rs. 2,213,996 thousand (as against reported figure of Rs.
basis for our opinion. 2,211,989 thousand), credit balance of Profit and Loss
Account to be Rs.3,934,609 thousand (as against the reported
3. The consolidated financial statements of Motherson Sumi figure of Rs. 3,932,602 thousand), net Current Assets to be
Systems Limited include the consolidated financial statements Rs..3,171,744 thousand (as against the reported figure of
of Samvardhana Motherson Visiocorp Solution Limited Rs.3, 168,703 thousand).
(SMVSL), a subsidiary of the Company. SMVSL's consolidated
financial statements, prepared under International Financial 7. On the basis of the information and explanations given to us
Reporting Standards, have been audited by another firm of and on consideration of the separate audit reports on individual
auditors. The aforesaid consolidated financial statements of audited financial statements of Motherson Sumi Systems
SMVSL, for the purpose of consolidation have been converted, Limited and its aforesaid subsidiaries, joint ventures and
to the extent required, to make them conform to the associate, and subject to our comments in paragraph 6 above
accounting principles generally accepted in India, by the in our opinion, the consolidated financial statements give a
management of the Company. These statements, converted true and fair view in conformity with the accounting principles
to Indian generally accepted accounting principles, have been generally accepted in India:
reviewed by another firm of Chartered Accountants in India, (a) in the case of the consolidated balance sheet, of the
whose review report on such conversion was furnished to us. consolidated state of affairs of Motherson Sumi Systems
Our opinion, in so far as it relates to the amounts included in Limited and its subsidiaries as at March 31, 2009;
respect of SMVSL, is based solely on the audit report of other
auditor and the review report furnished to us. The consolidated (b) in the case of the consolidated profit and loss account, of
financial statements of SMVSL reflect total assets of Rs. the consolidated results of operations of Motherson Sumi
18,541,314 thousand as at March 31, 2009, total revenues Systems Limited and its subsidiaries for the year ended
Rs. 4,356,732 thousand and net cash outflow from operating on that date; and
activities of Rs.865, 305 thousand for the year then ended. (c) in the case of the consolidated cash flow statement, of the
4. Further , we also did not audit the financial statements of consolidated cash flows of Motherson Sumi Systems Limited
certain subsidiaries, joint ventures and associate, who and its subsidiaries for the year ended on that date.
collectively in these financial statements reflect total assets of Kaushik Dutta
Rs. 5,274,770 thousand as at March 31, 2009, total revenues Partner
of Rs. 5,918,422 thousand and net cash inflow from operating Membership No. F 88540
activities of Rs. 439,741 thousand for the year ended on that For and on behalf of
date. These financial statements have been audited by other Place: Noida Price Waterhouse
Date: June 29, 2009 Chartered Accountants
This is the Consolidated Balance Sheet The schedules referred above form integral part of the Consolidated Balance Sheet
referred to in our report of even date
for and on behalf of the Board
KAUSHIK DUTTA V.C. SEHGAL TOSHIHIRO WATANABE PANKAJ MITAL
Partner Vice Chairman Whole time Director Chief Operating Officer
M.No.: F88540
For and on behalf of
Price Waterhouse G.N. GAUBA
Chartered Accountants Co. Secretary & V.P. Finance
Place : Noida
Date : June 29, 2009
As at As at
March 31, 2009 March 31, 2008
SCHEDULE II - RESERVES & SURPLUS
Revaluation Reserve 20,031 20,031
Reserve on Amalgamation 572,346 572,346
Securities Premium Account 291,143 291,143
General Reserve
As per Last Balance Sheet 1,226,259 1,079,623
Additions during the year 123,583 264,517
Deductions on adoption of
Accounting Standard 15( Revised) - 436
Deduction on Others - 1,349,842 117,445 1,226,259
Exchange Reserve on Consolidation (Refer A(10) of Schedule XIII)
As per Last Balance Sheet 4,870 (46,722)
Additions during the year 214,866 51,592
Deductions during the year - 219,736 - 4,870
Capital Reserve on Consolidation (Refer A (2) and B (4) (b) (i) of Schedule XIII)
As per Last Balance Sheet 25,487 25,487
Additions during the year 1,064,362 -
Deductions during the year - 1,089,849 - 25,487
Profit and Loss Account
As per Last Balance Sheet 2,863,017 1,910,489
Additions during the year 1,193,167 1,217,045
Deductions during the year 123,583 3,932,601 264,517 2,863,017
Total 7,475,548 5,003,153
1
Includes: - Rs.41,716 thousand (previous year Rs. 56,007 thousand) secured by first charge by way of hypothecation of stock &
book debts and by second charge on plant & machinery and other immovable property both present and future of Kyungshin
Industrial Motherson Limited.
- Rs.6,242 thousand (previous year Rs.197 thousand) secured on primary mortgage over plant and machinery and additional
security over stocks and debtors of Motherson Electrical Wires Lanka Private Limited.
- Rs.13,593 thousand (previous year Nil) secured over machinery of Mothersonsumi Reiner GmbH.
- Rs.35,522 thousand (previous year Nil) secured over assets (like Land & Building & sets of tangible fixed assets) of MSSL
Advanced Polymers s.r.o,
- Rs.518 thousand (Previous Year Nil) secured by first charge by way of hypothecation of all present and future stocks, cash and
other current assets and second charge by way of hypothecation of all tangible movable fixed assets of the Balda Motherson
Solution India Limited.
- Rs.28,136 thousand (Previous Year Rs. 2,448 thousand) secured by first charge by way of hypothecation of all present and
future stocks, cash and other current assets and second charge by way of hypothecation of entire moveable fixed assets
(excluding tools & dies charged to customers, vehicles & leasehold improvements) of the Visiocorp Motherson Limited.
- Rs. 326,813 thousand (Previous Year Nil), under factoring arrangements, secured against underlying receivables, Rs. 468,197
thousand (Previous Year Nil) secured by mortgage on plant and machinery of Visioncorp Poong Jeong Co. Ltd. South Korea.
- Rs. 52,237 thousand (Previous Year Nil) secured by mortgage of the Lonsdale and Taree land and buildings fixed and floating
charge over all other assets Visiocorp Holding Australia Pty Ltd., Visiocorp Australia Pty Ltd., Visiocorp Taree Pty Ltd. and equity
cross guarantees between Visiocorp Holding Australia Pty Ltd,Visiocorp Australia Pty Ltd, Visiocorp Taree Pty Ltd. and the
balance secured by first charge by way of hypothecation of all present and future stocks, book debts and other specified
moveable assets of the Company and second charge by way of hypothecation of all present and future immoveable property.
2
Due within a year are Rs. 320,098 thousand (Previous Year Rs. 69,270 thousand).
3
Rs. 42,283 thousand (Previous Year Rs 42,500 thousand) secured by first charge by way of equitable mortgage of land and
building and hypothecation of plant & other assets and by second charge on current assets of Kyungshin Industrial Motherson
Limited. Rs.18,288 thousand (Previous Year Nil) secured by first pari passu charge on all present and future stocks, books debts
and plant and machinery of Visiocorp Motherson Limited.
Particulars As at Additions Additions Deletions/ Exchange Total as at Upto Additions Depreciation/ Depreciation/ Exchange Upto As at As at
March 31, consequent during the Sale/ Translation March 31, March 31, consequent Amortization Amortization Translation March 31, March 31, March 31,
2008 to acquisition year Adjustments Adjustment 2009 2008 to acquisition for the year 2 on Deletions/ Adjustment 2009 2009 2008
of subsidiaries of subsidiaries Sale/
of Visiocorp Visiocorp Plc Adjustments
Plc (in admini (in adminis
1
stration) 1 tration)
Tangible
Leasehold Land 573,816 - 86,143 - - 659,959 13,787 - 7,711 - - 21,497 638,461 560,030
Freehold Land 451,137 293,068 85,603 - 13,797 843,605 - 27,448 - - (332) 27,117 816,489 451,136
Leasehold
improvements 72,661 10,786 20,990 29,894 5,414 79,957 35,814 5,348 39,750 29,046 1,334 53,200 26,757 36,847
Building 1,903,757 3,918,931 297,172 - 155,003 6,274,863 243,985 1,125,370 105,914 - 33,673 1,508,942 4,765,921 1,659,772
Plant & Machinery 5,730,606 12,363,350 931,614 141,712 524,235 19,408,093 2,681,888 8,744,697 789,697 39,966 351,586 12,527,902 6,880,191 3,048,718
Furniture, fixtures &
Office equipments 261,757 759,324 28,974 8,419 48,945 1,090,581 179,210 628,197 37,365 7,585 36,181 873,368 217,213 82,547
Computers 207,689 548,374 33,505 2,029 2,430 789,969 155,978 477,691 35,114 1,992 224 667,015 122,954 51,711
Vehicles 266,383 14,211 81,156 47,602 726 314,874 138,826 27,439 61,415 41,263 2,091 188,508 126,366 127,557
Intangible
Goodwill on
consolidation 6,217 - - - 883 7,100 - - - - - - 7,100 6,217
Technical
Knowhow fees 1,174 - 6,070 45 (107) 7,092 1,174 - 506 45 2 1,637 5,455 -
Customer Lists &
relationships 7,777 203,367 4,773 - 7,107 223,024 5,767 69,505 8,607 - 2,502 86,381 136,643 2,010
Intellectual
property rights 8,688 - - - - 8,688 3,909 - - - 883 4,792 3,896 4,779
Software - 459,854 - - 7,787 467,641 - 307,274 4,484 - 3,574 315,332 152,309 -
TOTAL 9,491,662 18,571,265 1,576,000 229,701 766,220 30,175,446 3,460,338 11,412,969 1,090,563 119,897 431,718 16,275,691 13,899,755 6,031,324
Previous Year 7,620,673 - 2,156,026 406,339 121,302 9,491,662 2,770,478 - 817,792 179,253 51,321 3,460,338
Capital Work in
Progress2 1,512,239 282,179
GRAND TOTAL 9,491,662 18,571,265 1,576,000 229,701 766,220 30,175,446 3,460,338 11,412,969 1,090,563 119,897 431,718 16,275,691 15,411,994 6,313,503
1
Refer B (4) (b) (i) of Schedule XIII.
2
Refer B (6) of Schedule XIII.
115
Schedules forming part of the Consolidated Balance Sheet as at March 31, 2009
(Figures in Rs. Thousands)
As at As at
March 31, 2009 March 31, 2008
SCHEDULE VI - INVESTMENTS
Long-term Investments
1. In Associate
- Net Assets Value
As at the beginning of the year 21,533 - 19,390
Additions consequent to acquisition of subsidiaries of
Visiocorp Plc (in administration) 1, 2 20,974 - -
Share of Profit in Associate 871 43,378 2,143 21,533
As at As at
March 31, 2009 March 31, 2008
SCHEDULE VII - CURRENT ASSETS, LOANS AND ADVANCES
A. Current Assets
1. Stock in Trade (Refer A(6) and A (2) (e) (ii) of Schedule XIII)
(i) Finished Goods 1,490,928 726,658
(ii) Work in Progress 729,694 498,439
(iii) Raw Material & Components 2,627,543 1,391,972
(iv) Goods in Transit(Raw Material & Components) 469,661 254,135
(v) Store & Spares 793,688 22,177
(1) 6,111,514 2,893,381
2 Sundry Debtors (Unsecured, unless otherwise stated)
(i) Outstanding for more than six months
Considered Good 932,755 29,968
Considered Doubtful1 198,332 9,950
1,131,087 39,918
Less : Provision for doubtful debts1 198,332 9,950
932,755 29,968
(ii) Other Debts
Considered good 5,199,517 3,257,429
Considered Doubtful2 76,577 2,189
5,276,094 3,259,618
Less : Provision for doubtful debts2 76,577 2,189
5,199,517 3,257,429
(2) 6,132,272 3,287,397
1
Includes debt of Rs 188,447 thousand on account of acquisition of subsidiaries of Visiocorp Plc (in administration)
2
Includes debt of Rs 76,577 thousand on account of acquisition of subsidiaries of Visiocorp Plc (in administration)
3
i) Deposits pledged with Excise & Sales Tax authorities Rs.125 thousand (Previous Year Rs.60 thousand)
As at As at
March 31, 2009 March 31, 2008
SCHEDULE VIII - CURRENT LIABILITIES AND PROVISIONS
A. Current Liabilities
(i) Sundry Creditors 10,374,742 2,965,407
(ii) Advance from customers 1,099,485 233,287
(iii) Other Liabilities 781,146 460,695
(iv) Investor Education & Protection Fund shall be credited by
the following amount
- Unpaid Dividend 5,654 4,361
(v) Interest Accrued but not due 24,973 3,679
12,286,000 3,667,429
As at As at
March 31, 2009 March 31, 2008
SCHEDULE IX - MISCELLANEOUS EXPENDITURE
(To the extent not written off or adjusted)
(Refer B (5) of Schedule XIII)
Premium on Redemption/ Issue Expenditure of Zero Coupon
Foreign Currency Convertible Bonds
Opening Balance 419,786 584,835
Less: Written off during the year 154,524 165,049
TOTAL 265,262 419,786
1. Basis of Accounting
The Financial Statements are prepared to comply in all material aspects with all the applicable accounting principles in India, the
applicable accounting standards notified under section 211 (3C) of the Companies Act, 1956 and the relevant provisions of the
Companies Act,1956. The Company follows the mercantile system of accounting and recognises income and expenditure on
accrual basis.
2. Principles of Consolidation
The Consolidated Financial Statements relate to Financial Statements of Motherson Sumi Systems Limited ('the Company') and
it's Subsidiary Companies, Joint Ventures and Associates ('the Group').
The consolidated financial statements have been prepared on the following basis:
a) Subsidiaries
i) The subsidiaries have been consolidated by applying Accounting Standard 21 "Consolidated Financial Statements".
ii) Subsidiaries are consolidated from the date on which effective control is transferred to the Group and are no longer
consolidated from the date of disposal.
iii) The financial statements of the Company and its Subsidiary Companies have been combined on a line-by-line basis by
adding together the book values of like items of assets, liabilities, income and expenses after fully eliminating intra-
group balances & intra-group transactions resulting in unrealised profits or losses.
iv) The excess of the cost of acquisition over the Company's portion of equity and reserves of the Subsidiary Company at
each time an investment is made in a subsidiary is recognised in the financial statements as goodwill. Negative
goodwill is recognised as capital reserve.
b) Investment in business entities over which the Company exercises joint control and the Company does not hold majority
voting power are accounted for using proportionate consolidation in accordance with Accounting Standard 27 "Financial
Reporting of Interest in Joint Venture".
c) Investment in Associates (entity over which the Company exercises significant influence, which is neither a subsidiary nor
a joint venture) are accounted for using the equity method in accordance with Accounting Standard 23 "Accounting for
Investments in Associates in Consolidated Financial Statements".
d) The Consolidated Financial Statements have been prepared using financial statements drawn upto same reporting dates
to the extent practicable and where financial statements used are drawn up to different reporting dates adjustments are
made for any significant transactions for events occurring between those dates and the date of this financial statement.
e) The Consolidated Financial Statements have been prepared using uniform accounting policies for like transactions and
other events in similar circumstances except as sated below and are presented to the extent possible, in the same manner
as the Company's separate financial statements.
i) The Group has reported its interest in a joint venture, Ningbo Visiocorp Huaxiang Automotive Mirrors Company
Limited (NVHAML) as an associate, using the equity method instead of using the proportionate consolidation method.
The Group's share in the revenues and the total expenditure of NVHAML for the period ended March 31, 2009 since
acquisition amount to Rs. 28,875 thousand and Rs. 30,667 thousand respectively. This does not impact the reported
profits of the Group for the year ended March 31, 2009 or the net assets of the Group as at March 31, 2009.
ii) In certain subsidiaries of the group, inventories are valued on a weighted average cost basis as against the group
policy of valuing inventories on First in First Out ('FIFO') cost basis. The total value of inventories valued on weighted
average basis amount to Rs. 670,497 thousand as at March 31, 2009.
3. Fixed Assets
i) The fixed assets except as stated in (ii) below are stated at cost less accumulated depreciation. Cost of acquisition or
construction is inclusive of inward freight, duties and taxes and other incidental expenses.
ii) The fixed assets of the Component Division of erstwhile Motherson Auto Components Engineering Limited (MACE) have
been stated at an amount inclusive of appreciation arising on revaluation of the assets by an approved valuer on December
31, 1998. The method adopted for revaluation of the assets are as under:
b) Buildings, Indigenous Plant and Machinery, Furniture and Fixtures, Moulds and Dies: Replacement value.
The Group charges assets costing less than Rs 5,000 to Rs. 350,000 to expenditure based on limits identified by each entity ,
which could otherwise have been included as Fixed Asset, because the amount is not material in accordance with Accounting
standard 10-' Accounting for fixed Assets'
4. Depreciation
i) Depreciation on fixed assets, except as stated in (ii) to (v) below, is provided from the month the asset is ready for
commercial production on a pro-rata basis based on useful life or where applicable, at the SLM rates prescribed in schedule
XIV to the Companies Act, 1956 whichever is higher. Accordingly the assets are amortised, on the straight line method as
per the rates below:
iv) Technical know-how fees paid to a foreign collaborator by one of the consolidating company is being depreciated on SLM
basis @ 50%.
v) Intangible Assets are amortised over a period of 2 to 5 years based on their useful lives.
5. Investments
Investments other than in subsidiaries, joint ventures and associates, which are accounted for separately as per Note 2 above,
are classified into long term and current investments. Long term investments are stated at cost. A provision for diminution is
made to recognise a decline, other than temporary, in the value of long term investments.
Current investments are carried at lower of cost and fair value. Fair value in the case of quoted investments refers to the market
value of the investments arrived at on the basis of last traded prices as at the year-end.
6. Inventory
Stores and spares, loose tools are valued at cost or net realisable value, whichever is lower.
Raw materials, components, finished goods and work in progress are valued at cost or net realisable value, whichever is lower.
The basis of determining cost for various categories of inventories is as follows:
i) Stores and Spares, Raw Materials and Components First in First Out (FIFO) method other than in respect of certain
subsidiaries where costs are determined on a weighted average
basis. (Refer Note 2 (e)(ii) above)
ii) Work in Progress and Finished Goods Material cost plus appropriate share of labour and production
overheads.
iii) Tools Cost less amortisation based on useful life of the items ascertained
on a technical estimate by the management
7. Employee Benefits
The Group makes regular contributions to the State administered Provident Fund which is charged against revenue. The
Group provides for long term defined benefit schemes of gratuity and compensated absences on the basis of actuarial
valuation on the balance sheet date based on the Projected Unit Credit Method. In respect of gratuity, the Group funds
the benefits through annual contributions to Life Insurance Corporation of India (LIC) under its Group Gratuity Scheme.
The actuarial valuation of the liability towards the defined benefits of the employees is made on the basis of assumptions
with respect to the variable elements affecting the computations including estimation of interest rate of earnings on
contributions to LIC. The Group recognises the actuarial gains and losses in the profit and loss account in the period in
which they occur.
Pensions
The Group operates various defined benefit pension plans, certain of which require contributions to be made to
separately administered funds whereas others are not funded.
The cost of providing benefits under the defined benefit plans is determined separately for each plan using the Projected
Unit Credit Method and is based on actuarial advice. The interest element of the defined benefit cost represents the
change in present value of scheme obligations resulting from the passage of time and is determined by applying the
discount rate to the opening present value of the benefit obligation, taking into account material changes in the obligation
during the year. The expected return on plan assets is based on an assessment made at the beginning of the year of long-
term market returns on scheme assets, adjusted for the effect on the fair value of plan assets of contributions received and
benefits paid during the year.
The defined benefit pension asset or liability in the balance sheet comprises the total for each plan of the present value of
the defined benefit obligation (using a discount rate based on high quality corporate bonds), less any past service cost not
yet recognised and the fair value of plan assets out of which the obligations are to be settled directly. Fair value is based on
market price information and in the case of quoted securities is the published bid price.
The value of a net pension benefit asset is restricted to the sum of any unrecognised past service costs and the present
value of any amount the Group expects to recover by way of refund from the plan or reduction in the future contributions.
An economic benefit, in the form of a refund or a reduction in future contributions, is available if the Group can realise it
at some point during the life of the plan or when the plan liabilities are settled. In particular, such an economic benefit may
be available even if it is not realisable immediately at the balance sheet date. The economic benefit available does not
depend on how the Group intends to use the surplus. The Group determines the maximum economic benefit that is
available from refund, reduction in future contributions or a combination of both. Legal or contractual minimum funding
requirements in general stipulate a minimum amount or level of contributions that must be made to a plan over a given
period. Therefore, a minimum funding requirement may limit the ability of the entity to reduce future contributions and
considered respectively in determining the economic benefit from the plan.
Contributions to defined contribution schemes are recognised in the income statement in the period in which they become
payable.
The Group recognises as an expenditure the present value of long term retention bonuses, where applicable based on the
expected amounts to pay by considering expectancies of employee fluctuation. The level of fluctuation significantly
impacts the amount to be paid in the future.
8. Revenue Recognition
Sales are recognised upon the transfer of significant risks and rewards of ownership to the customers.
Revenue from services is recognised as per the terms of the agreement, as the services are rendered and no significant
uncertainty exists regarding the amount of consideration.
Interest Income is recognised on a proportion of time basis taking into account the principal outstanding and the rate applicable.
Government grants are recognised when it is reasonable to expect that the grants will be received and that all related conditions
will be met, usually on submission of a valid claim for payment. Government grants in respect of capital expenditure are
credited to the acquisition costs of the respective fixed asset and thus are released as income over the expected useful lives of
the relevant assets. Grants of a revenue nature are credited to income so as to match them with the expenditure to which they
relate.
Grants from other parties are accounted for following the provisions for government grants, if the grants are comparable to
government grants in their nature.
Transactions involving foreign currencies are recorded at the exchange rate prevailing on the transaction date. Foreign currency
monetary items are translated at the exchange rate prevailing at the balance sheet date and the gain/loss arising on such
translation is credited / charged to profit and loss account. Premium or discount arising at the inception of a forward exchange
contract is amortised as expense or income over the life of contract.
For the purpose of consolidation, the Company has translated Assets and Liabilities of subsidiaries outside India, whose operations
are classified as non-integral, at the year-end exchange rate and Income and Expenditure items at an average exchange rate
that approximates to the exchange rate prevailing on the date of transaction. The resultant translation adjustment is reflected
as a separate component of Shareholders' funds as "Exchange Reserve on Consolidation".
The borrowing costs on funds other than those directly attributable to the acquisition of a qualifying asset i.e. an asset that
necessarily takes a substantial period of time to get ready for its intended use, is charged to revenue in the period in which they
are incurred.
The borrowing costs that are directly attributable to the acquisition, construction or production of qualifying assets are capitalised
as part of the cost of that asset.
12. Leases
Lease rental in respect of assets under operating lease arrangements are charged to expense when due as per the terms of the
related agreement on a straight line basis over the term of lease.
Lease rental in respect of assets under finance lease transactions considered as financing arrangements in accordance with
Accounting Standard 19 - Leases and the leased asset is capitalised at an amount equal to the present value of future lease
payments and a corresponding amount is recognised as a liability. The lease payments made are apportioned between finance
charge and reduction of outstanding liability in relation to leased asset.
In respect of assets leased out under operating lease rental income is recognized as income on accrual basis over the lease term.
13. Taxation
Current Tax
Current tax is provided on the basis of tax payable on estimated taxable income computed in accordance with the applicable
provisions after considering the tax allowances and exemptions.
In accordance with Accounting Standard 22 - ‘Accounting for Taxes on Income’ the deferred tax for timing differences
between the book and tax profits for the year is accounted for using the tax rates and laws that have been enacted or
substantially enacted as of the balance sheet date.
Deferred Tax Assets are recognised only to the extent there is reasonable certainty that the assets can be realised in the future;
however, where there is unabsorbed depreciation or carried forward loss under taxation laws, deferred tax assets are recognised
only if there is virtual certainty of realisation of such assets.
Fringe benefit tax is determined based on the liability computed in accordance with relevant tax rates and tax laws.
The earning considered in ascertaining the Company's EPS comprises the net profit after tax (and includes the post tax effect
of any extra ordinary items) attributable to equity shareholders. The number of shares used in computing Basic EPS is the
weighted average number of shares outstanding during the year. The diluted EPS is calculated on the same basis as basic EPS,
after adjusting for the effect of potential dilutive equity shares.
Impairment loss, if any, is provided to the extent, the carrying amount of assets exceeds their recoverable amount. Recoverable
amount is higher of an asset's net selling price and its value in use. Value in use is the present value of estimated future cash
flows expected to arise from the continuing use of an asset and from its disposal at the end of its useful life.
A provision is recognised when there is a present obligation as a result of a past event, it is probable that an outflow of
resources will be required to settle the obligation and in respect of which reliable estimate can be made. A disclosure for a
contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not, require
an outflow of resources. Where there is a possible obligation or a present obligation in respect of which the likelihood of
outflow of resources is remote, no provision or disclosure is made.
In the preparation of the financial statements, the management of the Company makes estimates and assumptions in conformity
with the applicable accounting principles in India that affect the reported balances of assets and liabilities and disclosures
relating to contingent assets and liabilities as at the date of the financial statements and reported amounts of income and
expenses during the period. Examples of such estimates include provisions for doubtful debts, future obligations under employee
retirement benefit plans, income taxes, the useful lives of fixed assets and intangible assets and estimates for recognising
impairment losses.
These estimates could change from period to period and also the actual results could vary from the estimates. Appropriate
changes are made to the estimates as the management becomes aware of changes in circumstances surrounding these estimates.
The changes in estimates are reflected in the financial statements in the period in which changes are made and, if material,
their effects are disclosed in the notes to the financial statements.
1. Contingent Liabilities:
(Rs. in Thousands)
As at As at
March 31, 2009 March 31, 2008
a) In respect of Excise 1 15,550 13,798
b) In respect of Entry Tax 8,186 2,667
c) In respect of Sales Tax 13,558 13,784
d) In respect of Service Tax 7,535 4,743
e) In respect of Custom Duty 615 444
f) In respect of Stamp Duty 4,754 1,804
g) In respect of Income Tax 3,557 20,185
h) In respect of Labour Cases 15,850 14,891
i) Bank Guarantees furnished by the Company 138,585 99,293
1
Excludes interest
(Rs. in Thousands)
As at As at
March 31, 2009 March 31, 2008
Unexpired amount of the contracts on capital accounts and not
provided for (net of advances) 526,707 505,443
3. Consolidation:
A. Details of subsidiaries which have been considered in these consolidated accounts are as follows:
2
Acquired on March 06, 2009 and accordingly the consolidated Profit and Loss account includes results of these
subsidiaries/ joint venture companies from the date of acquisition till March 31, 2009. The statutory financial year end
for these entities is December 31. Refer Note B(4)(b)(i).
3
With effect from March 06, 2009, 49% directly held by Company and 51% held through SMVSL.
4
Refer A(2)(e) (i) above.
a) Transfer of MSSL Mauritius Holdings Limited's investment in MSSL Tooling (FZE) to MSSL Mideast (FZE):
MSSL Mauritius Holdings Limited, a wholly owned subsidiary has transferred 1,500 shares of face value AED 100 each
amounting to AED 150,000 (equivalent to Euro 32,504) in MSSL Tooling (FZE) to MSSL Mideast (FZE) also a wholly
owned subsidiary at par for a consideration of Euro 32,504. This does not have any impact on the consolidated financial
statements.
(i) On March 6, 2009, Samvardhana Motherson Visiocorp Solution Limited (SMVSL), incorporated in Jersey, 95 %
owned by Samvardhana Motherson Global Holdings Limited (SMGHL), together with its subsidiaries acquired all the
subsidiaries of Visiocorp Plc. (in administration) for a cash consideration of Euro 24.77 Million and issue of
consideration shares amounting to Euro 1.5 Million to the lenders of the erstwhile Visiocorp Group. SMGHL is a
joint venture of the Company and Samvardhana Motherson Finance Limited through company’s 100% Subsidiary
MSSL Mauritius Holdings Limited. The Group holds 51% in SMGHL.
The acquisition costs amounting to Rs.1,920,805 thousand (Euro 28, 429 thousand) comprise the following components:
a) Purchase price of the 100% shares: Rs. 1,673,382 thousand (Euro 24,767 thousand).
b) Costs directly attributable to the acquisition of the Visiocorp incurred for consultants and legal advisors as well as
stamp duties amount to Rs. 146,075 thousand (Euro 2,162 thousand).
The book value of the net assets acquired amount to Rs. 2,985,167 thousand (Euro 44,182 thousand). Accordingly
an amount of Rs. 1,064,362 thousand (Euro15,753 thousand), being the excess of the net assets acquired over
the acquisition cost has been recognised as a capital reserve on consolidation.
ii) Further SMVSL has recognised for a cash contribution receivable from certain business stakeholders. During the
reporting period, the Group recognised Rs.1,119,103 thousand (Euro16,704 thousand) as other income in respect of
the cash contribution. The cash contribution receivable has been included under "Advances recoverable in cash or in
kind" in B (i) of Schedule VII as at March 31, 2009 and has been collected subsequent to the year end.
iii) SMVSL has also accrued for an amount of Rs 110,744 thousand(Euro 16,533 thousand) for payments to be made to
certain business stakeholders for continued business support post acquisition of subsidiaries of Visiocorp Plc.(in
administration)
During the year ended March 31, 2006, the Company issued Euro 50,300,000 Zero Coupon Convertible Bonds due 2010 (the
"Bonds"). These Bonds are listed in the Singapore Exchange Securities Trading Limited (the "SGX-ST").The Bonds are convertible
either at the option of the holder at any time on or after August 24, 2005 (or such earlier date as is notified to the holders of
the Bonds by the Company) upto July 6, 2010 by holders into fully paid equity shares with full voting rights at par value of Re.
1.00 each of the Issuer ("Shares") at an initial Conversion Price (as defined in the "Terms & Conditions of the Bonds") of Rs. 74.35
per Share with a fixed rate of exchange on conversion of Rs. 52.01 = Euro 1.00. The Conversion Price is subject to adjustment
in certain circumstances.
The Bonds may otherwise be redeemed, in whole or in part, at the option of the Issuer, at any time on or after July 15, 2008
and prior to July 7, 2010 subject to satisfaction of certain conditions and at their "Early Redemption Amount" (as defined in the
"Terms & Conditions of the Bonds") at the date fixed for such redemption if the "Closing Price" (as defined in the "Terms &
Conditions of the Bonds") of the Shares translated into Euro at the "prevailing rate" (as defined in the "Terms & Conditions of the
Bonds") for each of 20 consecutive "Trading Days" (as defined in the "Terms & Conditions of the Bonds") the last of which occurs
not more than five days prior to the date upon which notice of such redemption is published, is greater than 130 per cent, of
the "Conversion Price" (as defined in the "Terms & Conditions of the Bonds") then in effect translated into euro at the rate of Rs.
52.01 = Euro 1.00.
The Bonds may also be redeemed, in whole, but not in part, at any time at the option of the Issuer at their Early Redemption
Amount, if less than 10 per cent, in aggregate principal amount of the Bonds originally issued is outstanding.
The Bonds may also be redeemed in whole, but not in part, at the option of the Issuer subject to satisfaction of certain
conditions including obtaining Reserve Bank of India ("RBI") approval, at their Early Redemption Amount, on the date fixed for
redemption in the event of certain changes relating to taxation in India.
Unless previously redeemed, converted or purchased and cancelled, the Bonds will be redeemed by the Issuer in Euros on July
16, 2010 at 126.77 per cent of its principal amount.
Consequent to the exercise of conversion option by holders of bonds of face value Euro 4.6 million, in the financial year ended
March 31, 2008, the outstanding balance as on March 31, 2009 is Euro 45,700,000.
5
Revised from Rs. 111.45, in accordance with the terms of issue, consequent to the issue of bonus shares by the Company.
6. During the year Balda Motherson Solution India Limited, a joint venture company has written down the entire block of fixed
assets (except for land) which constitute a cash generating unit based on the recoverable amounts of such assets. Consequently
the group has recognised Rs 111,740 thousand, equivalent to its share, as impairment in these financial statements. In the
previous year, the Company recognised an impairment loss to the extent of the entire carrying value of assets amounting to Rs.
28,807 thousand that were carried as Capital Work in Progress.
(Rs. in Thousands)
(i) The break up of net deferred tax liability as at March 31, 2009 is as under:
(Rs in Thousands)
(ii) In view of the Group's past financial performance and future profit projections, the Group expects to fully recover the
deferred tax assets.
10. The Group has the following provision in the books of account as on March 31, 2009
(Rs in Thousands)
8
Refer Note B(4) (b)(i)
Onerous contracts
The provision for onerous contracts comprise for expected losses from customer contracts for the next one year. After this
period no provision is recorded as the Group is expecting to turn this customer contracts profitable by cost reductions and
renegotiations with the customers.
Other provisions
Other provisions mainly comprises of two major provisions. One relates to a former fully consolidated subsidiary of Visiocorp
Plc. (in administration) sold prior to the acquisition by the Group, Visiocorp Deutschland GmbH (formerly Schefenacker Mirrors
GmbH) for which an obligation exists concerning transfer of losses due to a profit and loss transfer agreement. The amount
recognised amounts to Rs. 445,929 thousand (Euro 6.6 million). The other provision relates to potential tax threats of the
erstwhile "Lighting" Division of Visiocorp Plc. (in administration) for an amount of Rs. 168,913 .thousand (Euro 2.5 million) that
the Group had taken over consequent on the acquisition of subsidiaries of Visiocorp Plc. (in administration).
Finance Leases:
Assets acquired on finance lease and hire purchase contract comprise property and plant & machinery. These leases are
generally have terms of renewal but no purchase option and escalation clauses. Renewals are at the option of the lessee. Future
minimum lease payment under finance leases and hire purchase contracts are as follows:
(Rs in Thousands)
Total 312,827 -
Less: Future finance charges 113,104 -
Present value in respect of above 199,723 -
Operating Leases.
The Company has taken various commercial premises, motor vehicles, plant and machinery under non-cancellable operating
leases. The future minimum lease payments as at March 31, 2009 are as follows
(Rs in Thousands)
Payable not later than 1 year 227,073
Payable later than 1 year and not later than 5 years 176,844
Payable later than 5 years 71,281
Lease rental expenses in respect of operating lease is Rs 68,333 thousand.
Related party disclosures, as required by Accounting Standard 18, "Related Party Disclosures", are given below:
b. Associate Companies:
i) Board of Directors:
Mr. V C Sehgal
Mr. Toshimi Shirakawa
Mr. Toshihiro Watanabe (w.e.f June 2, 2008)
Mr. M S Gujral
Mr. Bimal Dhar
Mr. H Murai
Maj. Gen Amarjit Singh (Retd)
Mr. Pankaj Mital
Mr Arjun Puri
Mr. Toshihide Ano
Mr. A. Yamauchi (upto June 1, 2008)
d. Companies in which Key Managerial Personnel or their relatives have control/ significant influence:
e. Joint Venturer:
12
India Outside India Unallocated Total
Current Previous Current Previous Current Previous Current Previous
Year Year Year Year Year Year Year Year
Revenue by geographical
markets
External 14,425,482 13,315,736 12,870,323 7,464,004 270,287 12,028 27,566,092 20,791,768
Total 14,425,482 13,315,736 12,870,323 7,464,004 270,287 12,028 27,566,092 20,791,768
Carrying amount of
segment assets 9,155,921 9,664,004 24,763,181 5,408,356 958,811 729,599 34,877,913 15,801,959
Addition to fixed assets 1,220,047 1,803,825 355,953 352,200 - - 1,576,000 2,156,025
12
Includes Europe, America, Asia Pacific, Middle East and Australia
100% of the plan assets are lying in the Gratuity fund administered through Life Insurance Corporation of India (LIC)
under its Group Gratuity Scheme.
The principal assumptions used in determining post-employment benefit obligations are shown below:
Indian Foreign
Discount Rate 7.0% - 8.0% 4.7% - 17.0%
Future salary increases 4.5% - 7.0% 5.0% - 15.0%
Expected return on plan assets 8.0% - 9.25% 8.33%
The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion
and other relevant factors such as supply and demand factors in the employment market.
The Group deposits an amount determined at a fixed percentage of basic pay every month to the State administered
Provident Fund, Employee State Insurance (ESI) and Social Insurance for the benefit of the employees. Accordingly,
the Group's contribution during the year that has been charged to revenue amounts to Rs.226,061 thousand.
The Group's interests, as a venture, in jointly controlled entities as at March 31, 2009 are:
(Rs. in Thousands)
Particulars March 31,2009 March 31,2008
Assets
Fixed Assets 934,481 624,473
Capital Work in Progress 4,712 20,965
Current Assets 836,826 1,115,383
Liabilities
Secured Loans 84,517 132,193
Unsecured Loans 34,153 23,387
Current Liabilities & Provisions 450,161 696,274
Deferred Tax (Net) 9,215 4,569
Reserves & Surplus 190,717 253,404
Revenue
Sales 3,420,030 2,294,134
Other Income 29,334 20,853
Expenditure 3,171,272 2,050,587
Profit before Tax 278,092 264,400
Provision for Tax 159,143 101,667
Profit after Tax 118,949 162,733
Contingent Liabilities
- In respect of Excise, Sales tax & Service tax matters 4,673 21,211
- Bank Guarantees 79,411 53,027
Capital Commitment 11,668 27,883
a) The Board of Directors' in their meeting held on June 29, 2009 have approved the purchase of Minority Interest of
43.87% in its Subsidiary Motherson PUDENZ WICKMANN Limited (MPWL). MPWL has net sales of Rs. 26,389 thousand
and profit after tax of Rs. 4,806 thousand for the year ended March 31, 2009.
b) Subsequent to the year end SMVSL has announced the intended closure of two of its facilities loctated in Germany and
Australia. The estimated cost of such closure, likely to be completed in the current financial year, net of financial supports
receivable is Rs. 236,478 thousand (Euro 3,500 thousand), which is not provided for in these financial statements.
c) On June 1, 2009 General Motors Corp. US Operations filed Chapter 11application. As of March 31, 2009 sundry debtors
of the Company relating to General Motors Corp. and its subsidiaries being affected by Chapter 11application amounted
to Rs. 67,565 thousand approximately (Euro 1,000 thousand) and was paid in its entirety prior to the bankruptcy event.
The Company has assessed the risk of outstanding and unpaid claims with General Motors as of the June 1, 2009 bankruptcy
date of approximately Rs. 74,322 thousand (Euro 1,100 thousand) and believes after considering General Motors expected
exit from bankruptcy, all amounts will be fully recovered. Further, in the event of a prolonged bankruptcy process, as a
deemed "critical supplier" to General Motors Corp., the Company is entitled to preferred status for payment of pre and
post bankruptcy petition claims.
18. The current year figures includes the results of SMVSL which acquired the subsidiaries from Visiocorp Plc. (in administration)
from their date of acquisition (Refer B(4) (b)), hence are not comparable. The corresponding figures of previous year have been
regrouped, rearranged wherever necessary to conform to the current year's classification.
7. Members/Proxies should bring the Attendance Slip duly filled Mr. Laksh Vaaman Sehgal himself and Mr. Vivek Chaand Sehgal,
in for attending the meeting along with their copy of Annual Director being related to him be deemed to be interested and/or
Report. No extra attendance slip and/or Annual Report will be concerned in this item of business. No other Director is interested
provided at the venue of the Annual General Meeting. or concerned in the resolution.
8. Members who hold shares in dematerialized form may kindly Item no. 7
note that their Bank Account details, as furnished by their Under section 293(1)(d) of the Companies Act, 1956, exercise of
Depositories to the Company, will be printed on their dividend borrowing powers by the Board of Directors of the Company in
warrants as per the applicable regulations of the Depositories excess of its paid up Share Capital and free reserves (apart from
and the Company will not entertain any direct request from temporary loans obtained from the Company's bankers in the
such members for deletion of or change in such Bank Account ordinary course of business) requires approval of the members of
Details. Further, instructions, if any, already given by them in the Company by an ordinary resolution.
Presently, the Board is authorised by a resolution of the shareholders with the rules of the Company subject to overall ceiling on
dated July 30, 2007 to borrow monies for the business purposes of remuneration prescribed under Section 198 and 309 read with
the Company within an overall limit of Rs.5,000 Millions (Rupees Schedule XIII and other applicable provisions, if any, of the
Five Thousand Millions) apart from temporary loans to be obtained Companies Act, 1956.
from the Company's bankers in the ordinary course of business.
Category 'B'
Your Company today is growing at a fast pace both organically and
He will be entitled to Company's car with driver and telephone
inorganically. To take care and successfully implement its ambitious
at residence and a mobile phone. Private long distance call would
plans, the Company would require to infuse substantial funds and
be billed to the Whole-time Director.
accordingly may have to depend on large amount of borrowings
from time to time. It is, therefore, considered desirable to enhance 3. OTHER TERMS
the limit from the existing level of Rs. 5,000 Millions (Rupees Five
a. He will be entitled to Company's contribution to Provident
Thousand Millions) to Rs. 6,000 Millions (Rupees Six Thousand
Fund - As per Company rules.
Millions only)
b. He will not be entitled to sitting fees for attending meetings
None of the Director of the Company is, in any way, concerned or
of the Board or Committee(s) thereof.
interested in the resolution.
c. He will be liable to retire by rotation.
Item no. 8
At the Annual General Meeting of the Company held on 11th August, d. The aforesaid appointment may be terminated by either
2008, the Members had approved of the appointment and terms of party giving three months notice in advance.
remuneration of Mr. Toshihiro Watanabe as Whole-time Director of In the event of loss/inadequacy of profit, the aforesaid remuneration
the Company for a period of three years w.e.f. 02.06.2008. will be treated as minimum remuneration and shall be payable to
Mr. Toshihiro Watanabe is a graduate in Law. He has working him in terms of the provisions of Schedule XIII to the Companies
experience of about 32 years at M/s. Sumitomo Wiring Systems Act, 1956 as applicable from time to time.
Ltd., Japan in the field of Accounting, Finance, planning and other Besides, the remuneration as proposed above, Mr. Toshihiro
related management areas. Mr. Watanabe is the nominee of M/s. Watanabe does not have any other pecuniary relationship with the
Sumitomo Wiring Systems Ltd., Japan (SWS), Joint Venture partner Company.
of your Company
The Board of Directors have recommended the revision of salary
An application to be Central Government in the presided manner and perquisite of Mr. Watanabe for the approval of members.
has since been made for their approval to the appointment and
None of the Directors of the Company except Mr. Toshihiro Watanabe
payment of remuneration as prescribed under the provisions of the
is concerned or interested in this Resolution.
Companies Act, 1956. However the said approval of Central
Government is still awaited. In the meantime, the Board of Directors This may be treated as an abstract of the terms of the contract or
at their meeting held on 29th July, 2009 has restructured his variation of Mr. Toshihiro Watanabe as a Whole-time Director of
remuneration w.e.f. 1st October, 2008 as detailed hereunder: the Company pursuant to section 302 of the Companies Act, 1956.
1. REMUNERATION
By Order of the Board
- Basic Salary Rs. 48,000/- per month.
- Special/Hardship Allowance Rs. 77,760/- per month.
G.N. GAUBA
2. PERQUISITES AND ALLOWANCES Place : NOIDA Vice Present (Finance) &
Category 'A' Date : 27th July, 2009 Company Secretary
Name of Director Mr. Bimal Dhar Mr. Hiroto Murai Mr. Laksh Vaaman Sehgal
Date of Birth 14.06.1953 27.02.1967 29.11.1982
Date of Appointment 16.01.2004 22.07.2002 30.04.2009
Experience in specific Having more than three decades rich He is an engineering He has undergone intensive training in
Functional area experience in the field of Automobile Science Graduate and all the main business of Samvardhana
Industry. He has also associated with the associated with Sojitz Motherson Group. He has also spent
companies in the designing business in the Corporation, Japan for three years working with Group's
Automobile Industry. over twenty years. Collaborators.
Qualification Master in Mechanical Engineering Engineer, Science MBA
Graduate
Directorship in other - MothersonSumi Infotech & Designs Nil - Motherson Auto Limited
public ltd. companies Ltd. - Samvardhana Motherson Finance Ltd.
- Sumi Motherson Innovative Engineering - Motoman Motherson Robotics Ltd.
Ltd.
- Motherson Air Travel Agencies Ltd.
- Southcity Motors Ltd.
- Motherson Techno Tools Ltd.
- AES (India) Engineering Ltd.
- Tigers Connect Travel Systems and
- Motherson Air Travel Agencies Ltd. Solutions Ltd.
- CTM India Limited - Motherson Advance Tooling Solutions
- Calsonic Kansei Motherson Auto Ltd.
Products Ltd. - Visiocorp Motherson Ltd.
- Samvardhana Motherson Finance Ltd.
- Magneti Marelli Motherson Auto System
Ltd.
- Motherson Timetooth Technologies Ltd.
Member/Chairman of Audit Committee Audit Committee Audit Committee
the Committee of the
- MothersonSumi Infotech & Designs Ltd. Nil - Samvardhana Motherson Finance Ltd.
Board of the public
limited companies on - Calsonic Kansei Motherson Auto - Motherson Advance Tooling Solutions
which he is director Products Ltd. Ltd.
- Sumi Motherson Innovative Engineering - Motherson Auto Ltd.
Ltd.
- Magneti Marelli Motherson Auto System
Ltd.
Shareholders/Investors Grievance Shareholders/Investors Shareholders/Investors' Grievance
Committee Grievance Committee Committee
Nil Nil Nil
Sl. No. Name of Director No. of Equity Shares Other convertible Instruments
1. Mr. Vivek Chaand Sehgal 12757156 Nil
2. Mr. Toshimi Shirakawa Nil Nil
3. Mr. M.S. Gujral 303750 Nil
4. Maj. Gen. Amarjit Singh (Retd.) Nil Nil
5. Mr. Arjun Puri Nil Nil
6. Mr. Hiroto Murai Nil Nil
7. Mr. Bimal Dhar 45000 Nil
8. Mr. Laksh Vaaman Sehgal Nil Nil
Motherson Sumi Systems Limited
Regd. Office: 2nd Floor, F-7, Block B-1, Mohan Cooperative Industrial Estate, Mathura Road, New Delhi - 110 044.
ATTENDANCE CARD
22nd Annual General Meeting, Thursday, September 24, 2009 at 11:30 A.M.
Folio No. /DP Client ID ........................................................................ No. of shares .......................................................
Name ..............................................................................................
Address ..................................................................................................................................................................................................
.....................................................................................................................................................................................................
I/ We hereby record my/ our presence at the 22nd Annual General Meeting of the Company being held at 11:30 A.M. on Thursday,
September 24, 2009 at FICCI Golden Jubilee Auditorium, Tansen Marg, New Delhi - 110001.
FORM OF PROXY
I/We ............................................................................................. of .................................................................................being
a Member/Member(s) of Motherson Sumi Systems Limited hereby appoint......................................................
of ....................................................or failing him/her .............................................of ...........................................................as
my/our proxy to vote for me/us and on my/our behalf at Annual General Meeting of the Company to be held at 11:30 A.M. on
Thursday, September 24, 2009 at FICCI Golden Jubilee Auditorium, Tansen Marg, New Delhi-110001 and at any adjournment
thereof.
Dated: this ...................... day of ...................... 2009
For office use only
Proxy No. ...................................................................
Affix Rs. 1
Folio No. /DP Client ID ............................................... Members Signature Revenue
Stamp
No. of shares .............................................................
Notes: 1. The proxy form should be signed across the stamp as per specimen signature registered with the Company.
2. The Proxy must be deposited at the Registered Office at 2nd Floor, F-7, Block B-1, Mohan Cooperative Industrial
Estate, Mathura Road, New Delhi 110 044 not later than 48 hours before the time for holding the meeting.
3. The proxy need not be a Member of the Company.