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Directors Report of Samvardhana Motherson International Ltd.

Mar 31, 2023

Your Directors have the pleasure in presenting the 36^th Annual Report together with the audited financial statements of the Company for the financial year ended March 31, 2023. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

During the year under review, the name of the Company has been changed from Motherson Sumi Systems Limited to "Samvardhana Motherson International Limited" and a fresh Certificate of Incorporation was issued by the Ministry of Corporate Affairs on May 18, 2022.

The summarized financial results for the year ended March 31, 2023 and for previous year ended March 31, 2022 are as follows:

INR in Million
Particulars	Standalone		Consolidated
	March 31, 2023	March 31, 2022	March 31, 2023	March 3 1, 2022
Continuing Operations
Revenue from contract with customers	72,218	52,970	778,707	629,367
Other operating revenue	1,332	1,193	8,300	8,373
Revenue from operations	73,550	54,163	787,007	637,740
Other Income	4,656	6,399	2,570	2,577
Profit before depreciation, interest and tax	12,851	13,132	64,647	49,571
Less: Depreciation and amortization expense	2,313	2,042	31,358	29,582
Less: Finance Costs	1,446	1,411	7,809	5,426
Less: Exceptional Expenses	-	481	995	481
Add: Share of profit / (loss) in associates and joint ventures	-	-	(437)	160
Profit Before Tax from continuing operations	9,092	9,198	24,048	14,243
Less:Tax Expense
Current Tax	1,623	971	9,402	7,315
Deferred Tax	(266)	232	(2,050)	(1,247)
Less: Non-controlling interests	-	-	1,740	3,077
Profit after tax from continuing operations	7,735	7,996	14,956	5,096
Discontinued Operations
Revenue from operations	-	39,735	-	39,735
Other income	-	207	-	207
Profit before tax from discontinued operations	-	4,846	-	4,846
Tax expenses	-	1,204	-	1,204

INR in Million
Particulars	Standalone		Consolidated
	March 31, 2023	March 31, 2022	March 31, 2023	March 3 1, 2022
Profit after tax from discontinued operations	-	3,642	-	3,642
Total Profit from continuing and discontinued operations	7,735	11,638	14,956	8,738
Add: Balance brought forward	29,194	32,951	76,414	81,102
Profit available for appropriation	36,929	44,589	91,370	89,840
Other Comprehensive income from continuing operations	298	284	6,288	2,218
Other Comprehensive income from discontinued operations	-	(22)	-	(22)
Total other Comprehensive income from continuing and discontinued operations	298	262	6,288	2,196

On consolidated basis for the financial year 2022-23, your Company achieved total revenue from operations of INR 787,007 million as compared to the revenue of INR 637,740 million of the previous financial year ended March 31, 2022 from continuing operations. Net profit for the financial year is at INR 14,956 million as compared to the previous year''s net profit of INR 5,096 million.

On standalone basis for the financial year 2022-23, your Company achieved total revenue from operations of INR 73,550 million as compared to its total revenue of INR 54,163 million of the previous financial year ended March 31, 2022 from continuing operations. The profit after tax for the year ended March 31, 2023 is INR 7,735 million as compared to INR 7,996 million of the previous financial year ended March 31, 2022. The operational performance of the Company has been comprehensively covered in the Management Discussion and Analysis Report.

The profit available for appropriation for the year ended March 31, 2023 is INR 36,929 million and being carried over as surplus to the Profit & Loss Account as on March 31, 2023.

The Composite Scheme of Amalgamation and Arrangement was approved by the Hon''ble National Company Law Tribunal, Mumbai Bench vide its order dated December 22, 2021 ("the Schemeâ). Pursuant to the Scheme, erstwhile Samvardhana Motherson International Limited (CIN: U74900MH2004PLC287011), i.e., the

Amalgamating Company got merged with the Company

and Motherson Sumi Wiring Limited, i.e., the Resulting Company got demerged from the Company. Therefore the financial information of the current year is not truly comparable with the previous financial year.

The Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulationsâ) is presented in a separate section forming part of the Annual Report.

A. Equity Share

During the financial year, your Company had allotted 225,88,07,122 equity shares of face value of Re. 1 (Rupee One) each on account of the issue of Bonus Shares on October 6, 2022 in the ratio of 1 (one) equity share against 2 (two) existing equity shares held by the members as on record date. This is tenth time the Company has rewarded its shareholders through a Bonus Issue. Issue of Bonus shares were approved by Shareholders through postal ballot for which results were declared on September 23, 2022. The bonus shares allotted ranks pari passu with the existing equity shares of the Company in all respects.

After the allotment of Bonus Shares, the paid-up capital of the Company increased to INR 677,64,21,366/- (Rupees Six Hundred Seventy Seven Crores Sixty Four Lakhs Twenty One Thousand

The International credit ratings obtained by the Company and Samvardhana Motherson Automotive Systems Group B.V., Netherlands, ("SMRP BV") are as below:
Category	International Ratings
	Standard & Poor''s Global Ratings ("S&P")	Fitch	Moodys
Issuer Credit Rating (SMRP BV)	BB, Outlook Stable	-	-
Long Term Issuer Default Rating (SMRP BV)	-	BB, Outlook Stable	-
Long term Rating (the Company)	-	-	Stable with Corporate Family Rating (CFR) as Baa1
The details of the credit ratings of the Company are available on its website www.motherson.com.

Three Hundred and Sixty Six only) divided into 677,64,21,366 (Six Hundred Seventy Seven Crores Sixty Four Lakhs Twenty One Thousand Three Hundred and Sixty Six) Equity Shares of Re. 1/- (Rupee One) each.

B. Non-Convertible Debentures ("NCDs")

During the financial year 2022-23, the Company has raised funds, inter-alia, by issue of Non-Convertible Debentures ("NCDs") on a private placement basis allotted on January 23, 2023. The key terms of issuance of NCDs are as below:

Instrument	8.15% Unsecured Rated Listed Redeemable Non Convertible Debentures
Amount Raised	INR 600 Crores
Face Value	INR 100,000/- each
Number of Securities	60,000
Maturity Date	January 23, 2026
Interest Payment	8.15% Annually (Payable on January 23, 2024, January 23, 2025 and January 23, 2026)
End Use	The proceeds to be utilized for refinancing of existing indebtedness, lending to its subsidiaries, Group Companies and /or Joint Ventures, and/or other general corporate purpose. bonafide business purposes including capital expenditure, operating expenses and/or working capital.
Credit Rating	IND AAA/ Stable by India Ratings and Research Private Limited
ISIN	INE775A08089
Listed on Stock Exchange	BSE Limited and National Stock Exchange of India Limited

The Directors are pleased to recommend for approval of the members a payment of dividend of Re. 0.65 (Sixty Five Paise only) per share (face value of Re. 1/- each) on the Share Capital of the Company for the financial year ended March 31, 2023 to the equity shareholders.

The dividend, if approved by the members, would involve total cash outflow on account of dividend of INR 4,405 Million resulting in a pay-out of 57% of the standalone profits of the Company and 29% of the consolidated profits of the Company.

The domestic credit ratings obtained during the Financial Year 2022-23, for the Company and all the debt instruments in India are given below:

Category	Domestic Ratings (the Company)
	ICRA	CRISIL	India Ratings and Research
Long Term	-	AA /Stable
(Reaffirmed)	IND AAA/ Stable
Short Term	-	A1 (Reaffirmed)	-
Commercial Papers	A1	-	IND A1
Non-convertible Debentures	-	-	IND AAA/Stable
Issuer Rating	-	IND AAA/Stable
Corporate Credit Rating	-	AA /Stable (Reaffirmed)	-

The Company has neither invited nor accepted any deposits from public covered under Chapter V of the Companies Act, 2013, and as such, no amount on account of principal or interest on deposits from public was outstanding or remained unclaimed or unpaid lying with the Company, as on the date of the balance sheet.

There are no deposits invited or accepted by the Company which are not in compliance with the requirements of Chapter V of the Companies Act, 2013.

In accordance with the Companies Act, 2013 and Ind AS 110 - Consolidated Financial Statements read with Ind AS 28 - Investments in Associates, Ind AS 31 - Interests in Joint Ventures and Ind AS 116 - Leases, the audited consolidated financial statement is provided in the Annual Report.

The performance of the Company on consolidated basis is discussed at length in the Management Discussion and Analysis Report forming part of the Annual Report.

(a) The Board of Directors of the Company in its meeting held on January 27, 2023 approved the Scheme of Amalgamation for Merger of its wholly owned subsidiaries namely Motherson Consultancies Service Limited and Motherson Invenzen Xlab Private Limited and Samvardhana Motherson Polymers Limited and MS Global India Automotive Private Limited. The Company has filed petition with Hon''ble National Company Law Tribunal, Mumbai Bench.

(b) During the financial year, SMR Automotive Mirrors UK Limited, a 100% step down subsidiary of SMRP

BV, Netherlands has entered into a Share Purchase Agreement with Ichikoh Industries Ltd., Japan (Ichikoh), for the acquisition of 100% equity share capital held by Ichikoh in Misato Industries Co. Ltd., Japan and Ichikoh (Wuxi) Automotive Parts Co. Ltd., China. The same has been noted by the Company in its Board Meeting held on September 25, 2022..

(c) The Board of Directors of the Company in its meeting held on January 27, 2023 had approved acquisition of 51% stake in Saddles International Automotive and Aviation Interiors Private Limited ("SADDLESâ). SADDLES is engaged in manufacturing of premium upholstery for passenger vehicles applications. Further, the closing of said acquisition was completed by the Company on July 13, 2023. The Company now holds the 51% of equity share capital of SADDLES and accordingly SADDLES is now the subsidiary of the Company.

(d) The Board of Directors of the Company in its meeting held on February 19, 2023 noted the acquisition by SMRP BV, wholly owned subsidiary of the Company to acquire 100% stake in SAS Autosystemtechnik GmbH, Germany from Faurecia, a company of the FORVIA Group.

(e) The Board of Directors of the Company in its meeting held on March 16, 2023 had approved to acquire remaining 50% stake of Fritzmeier Motherson Cabin Engineering Private Limited from F Holdings GmbH, Austria. Further, the said acquisition was completed by the Company on March 20, 2023. The Company now holds 100% of equity share capital of Fritzmeier Motherson Cabin Engineering Private Limited and accordingly Fritzmeier Motherson Cabin Engineering Private Limited is now the wholly owned subsidiary of the Company.

4. Subsidiaries in which Independent Directors of the Company have been appointed as Director

Following are the unlisted wholly owned subsidiaries of the Company in which Independent Directors of the Company were appointed as Director on its Board:

Sr. No.	Name of the unlisted wholly owned subsidiaries	Name of the Independent Director appointed as Director
1.	Samvardhana Motherson Automotive Systems Group B.V.*	Mr. Robert Joseph Remenar
2.	Samvardhana Motherson Global Holdings Limited, Cyprus*	Mr. Gautam Mukherjee
3.	MSSL (GB) Limited#	Mr. Velli Matti Ruotsala
4.	SMP Deutschland GmbH#	Ms. Rekha Sethi
5.	MSSL Mideast (FZE)	Mr. Naveen Ganzu

* Material subsidiary in terms of Regulation 16(1)(c) and Regulation 24(1) of Listing Regulations.

# Material subsidiary in terms of Regulation 16(l)(c) of Listing Regulations.

In accordance with section 129(3) of the Companies Act, 2013, the consolidated financial statements of the Company and all of its subsidiaries, associate and joint venture companies form part of the Annual Report. Further, a statement containing performance and salient features of the financial statements of the Company''s subsidiaries, associate and joint venture companies is annexed in Form AOC-1, which forms a part of the Annual Report.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Company''s website at www.motherson.com.

(f) The Board of Directors of the Company in its meeting held on March 27, 2023 approved and noted that SMP Automotive Systems Alabama Inc., USA, had submitted a bid for purchase of asset of Bolta US Ltd., USA. Bolta US Ltd. is engaged in the business of providing injection molding and assembling of components for automotive industry. SMP Automotive Systems Alabama Inc., is an indirect wholly owned subsidiary of SMRP BV, whereas, SMRP BV is a material wholly owned subsidiary of Samvardhana Motherson International Limited.

(g) SMRP BV, a material subsidiary of the Company acquired additional 1.55% shares of Samvardhana Motherson Reflectec Group Holdings Limited (''SMR Jersey''). After the acquisition of aforesaid 1.55% stake, SMR Jersey became 100% subsidiary of SMRP B.V. effective from March 3, 2023.

On March 31, 2023, the Company has 204 subsidiaries, 1 associate company and 21 joint ventures and there has been no other material changes in the subsidiaries, associated and joint ventures, except as provided below.

During financial year 2022-23, following changes have taken place in Company''s subsidiaries, joint venture or associate companies:

1. Companies which became subsidiaries (direct and indirect) during financial year 2022-23 are as follows:

(a) Subsidiary through incorporation:

(i) Motherson Electronic Components Private Limited was incorporated on March 15, 2023 as an indirect wholly owned subsidiary through Samvardhana Motherson Innovative Solutions Limited.

(ii) Zhaoqing SMP Automotive Components Co., Ltd., was incorporated on November 25, 2022, as an indirect subsidiary through Chanchun Peguform Automotive Plastics Technology Co. Ltd.;

(iii) MSSL Germany Real Estate B.V. & Co. KG, was incorporated on February 28, 2023, as an indirect subsidiary through MSSL GmbH;

(iv) SMP Automotive Ex Real Estate B.V. & Co. KG, was incorporated on February 28, 2023, as an indirect subsidiary through SMP Automotive Exterior GmbH; and

(v) SMP D Real Estates B.V. & Co. KG, was

incorporated on February 28, 2023, as an indirect subsidiary through SMP Deutschland GmbH.

(b) Subsidiary through acquisition:

(i) CIM Tools Private Limited effective from April 6, 2022.

(ii) Aero Treatments Private Limited effective from April 6, 2022 through CIM Tools Private Limited.

(iii) Fritzmeier Motherson Cabin Engineering Private Limited, a joint venture of the Company, has become the wholly owned subsidiary of the Company effective from March 20, 2023.

2. Companies which ceased to be subsidiaries during financial year 2022-23 are:

(i) SMRC Automotive Holding B.V. (merged with SMRC Automotive Holding Netherlands B.V. with effect from April 1, 2022);

(ii) MSSL Manufacturing Hungary Kft, Hungary, an indirect subsidiary of your Company has been closed effective from September 30, 2022;

(iii) Motherson Innovations LLC, USA, an indirect subsidiary has been dissolved on June 9, 2022;

(iv) Motherson Ossia Innovations LLC, USA, an indirect subsidiary has been dissolved on June 9, 2022;

(v) Samvardhana Motherson Invest Deutschland GmbH (merged with MSSL GmbH with effect from September 6, 2022);

(vi) Motherson Techno Precision GmbH (merged with Motherson Air Travel Agency GmbH with effect from September 9, 2022);

(vii) Shenyang SMP Automotive Component Co. Ltd., an indirect subsidiary of your Company has been deregistered effective from March 20, 2023; and

(viii) Motherson Rolling Stock Systems GB Ltd., an indirect subsidiary of your Company has been liquidated effective from January 26, 2023.

3. Companies which became joint venture during financial year 2022-23 are:

(i) Lauak CIM Aerospace Private Limited effective from April 6, 2022, through CIM Tools Private Limited.

The Company''s exports during the year were INR 15,979 million as against INR 11,733 million in the previous financial year from continuing operations. Further, the consolidated sales of product outside India of entities having operations in India (considering continuing operations) and consolidated in financial statements during FY 2022-23 were INR 689,125 million as against INR 568,520 million in FY2021-22. The Company continues to make its efforts towards achieving higher growth by providing cost competitive quality solutions to its customers. In addition, the Company has facilities globally, to provide service to the customers as well as enhance customer relationships.

The Board of Directors met twelve (12) times during the financial year 2022-23 and the details of same are given in the Corporate Governance Report forming part of this Annual Report. The intervening gap between two consecutive meetings was not more than one hundred and twenty (120) days as prescribed by the Companies Act, 2013 and the Listing Regulations.

During the financial year 2022-23, there was no change in the Board of Director(s) of the Company.

As per provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Pankaj Mital (DIN: 00194931), Director of the Company, is liable to retire by rotation in the ensuing Annual General Meeting ("AGMâ). Mr. Pankaj Mital being eligible seeks his re-appointment. Accordingly, the Board of Directors recommends the re-appointment of Mr. Pankaj Mital to the members of the Company.

The shareholding of Sumitomo Wiring Systems Limited (SWS) has reduced from 25.10% as on December, 2021 (i.e., formerly Motherson Sumi Systems Limited) to 14.15% as on March 31, 2023, of paid up share capital of the Company, SWS has now decided to reduce number of its nominee directors on the Board of the Company from two (2) to one (1) director. In this respect, Mr. Shunichiro Nishimura (DIN: 08138608), a nominee of SWS has resigned from the Directorship of the Company with effect from July 18, 2023. Further, the Board of Directors in its meeting held on July 18, 2023 had inducted Mr. Norikatsu Ishida, nominee of SWS as member in the Board Committee(s) in place of Mr. Shunichiro Nishimura.

The Board of Directors has received declarations from all the Independent Directors of the Company confirming that they meet with criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) read with Regulation 25 of the Listing Regulations. The Board is of the opinion that they are the persons of integrity and possesses relevant expertise and experience.

During the year, Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board of Directors, Committee(s) and meeting of the Independent Directors. The details of remuneration and/ or other benefits of the Independent Directors are mentioned in the Corporate Governance Report.

The Audit Committee of the Board for the financial year ended March 31, 2023 was comprised of Mr. Gautam Mukherjee as Chairman, Mr. Naveen Ganzu, Ms. Rekha Sethi, Mr. Veli Mati Ruotsala as Independent Directors and Mr. Shunichiro Nishimura, Mr. Laksh Vaaman Sehgal as Non-executive Directors. During the year all the recommendations made by the Audit Committee were duly accepted by the Board.

Further, consequent upon resignation of Mr. Shunichiro Nishimura effective July 18, 2023, Mr. Norikatsu Ishida was appointed as member of the Audit Committee effective July 18, 2023. Accordingly, the re-constituted Audit Committee now comprise of the following:

Mr. Gautam Mukherjee - Chairman

Mr. Norikatsu Ishida

Ms. Rekha Sethi

Mr. Naveen Ganzu

Mr. Veli Matti Ruotsala

Mr. Laksh Vaaman Sehgal

meetings of such Committees held during the Financial Year 2022-23 are covered in Corporate Governance Report which forms part of the Annual Report.

In terms of the provisions of section 2(51) and 203 of the Companies Act, 2013, during the financial year under review the Company has following whole-time Key Managerial Personnel ("KMPâ):

Sr. No.	Name of KMP	Designation
1	Mr. Pankaj Mital	Whole-time Director and Chief Operating Officer
2	Mr. Kunal Malani	Chief Financial Officer
3	Mr. Alok Goel	Company Secretary

(a) The Board of Directors of the Company in its meeting held on April 17, 2023 had approved to acquire additional 30% stake in Youngshin Motherson Auto Tech Limited ("YMAT") from Youngshin Components Co. Ltd., Korea. Further, the closing of said acquisition was completed by the Company on June 2, 2023. The Company now holds the 80% of equity share capital of YMAT and accordingly YMAT is now the subsidiary of the Company.

(b) SMRP BV, a step-down subsidiary of the Company, through one of its European subsidiaries, has signed a binding undertaking to acquire a 100% stake in CIRMA ENTREPRISE, a French societe par actions simplifiee, from Vinci Energies France, a French societe par actions simplifiee. The same has been noted by the Company in its Board Meeting held on June 15, 2023.

(c) MSSL Consolidated Inc., a step-down subsidiary of the Company, has signed an agreement for an investment of USD 14 Million, 12% optionally convertible secured note of Prysm Systems Inc. The same has been noted by the Company in its Board Meeting held on July 4, 2023.

(d) SMRP BV, a subsidiary of the Company has entered into an agreement to acquire 81% stake in Yachiyo''s 4W (Y4W) Business housed under Yachiyo Industry Co. Ltd. The same has been noted by the Company in its Board Meeting held on July 4, 2023.

(e) The Board of Directors of the Company in its meeting held on July 7, 2023 had approved to enter into an agreement to acquire 100% stake in Rollon Hydraulics Private Limited.

In terms of the requirement of the Companies Act, 2013 and Regulation 19 read with Schedule II, Part D of the Listing Regulations, the Board carried out an annual evaluation of its own performance, Board Committees, individual Directors including the Independent Directors and the Chairman of the Company on the basis of the criteria specified as per the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India with the aim to improve the effectiveness of the Board and the Committees.

The criteria for evaluation under different categories depends on the role the person(s)/group(s) plays in the Company. The criteria for every evaluation for the Financial Year 2022-23 was decided at every level depending on the functions, responsibilities, competencies required, nature of business etc., detailed as below:

Person(s)/ Group(s)	Evaluation Criteria
Chairman of the Company	Leadership, steering skills, impartiality, commitment, ability to keep shareholder''s interest in mind etc.
Board	The board composition and structure, meetings of the Board, effectiveness of board processes and its functions, monitoring effectiveness of Governance practices, evaluation of performance of management and providing their feedback etc.
Committees of the Board	The composition of Committees, structure of Committees, effectiveness of Committee meetings, independence of the Committees from the Board, contribution to the decisions of the Board etc.
Executive/ Non- Executive/ Independent Director(s)	Criteria for all type of Directors-qualification, experience, knowledge and competencies, fulfilment of functions, commitment and their participation and contribution at the Board meetings and Committee meetings etc. Additional criteria in case of Independent Directors, i.e., independent from the Company and other Directors, providing independent views and judgement.

In a separate meeting of Independent Directors held during the financial year 2022-23, performance of NonIndependent Directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of Executive Directors and NonExecutive Directors. The Independent Directors at their meeting also assessed the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

It was noted that the Board as a whole is functioning as a cohesive body which is well engaged with different perspectives. The Board Members from different backgrounds bring about different complementarities and deliberations in the Board and Committee Meetings. It was also noted that the Committees are functioning well and all important issues are brought up and discussed in the Committees as per its terms of reference as mandated by law.

The evaluation process was carried out through a web-based portal. The summary of the evaluation reports was presented to the respective Committees and the Board. The Directors had given a positive feedback on the overall functioning of the Committees and the Board. The suggestions made by the Directors in the evaluation process have been suitably incorporated in the processes.

In the Board Meeting that followed the meeting of the Independent Directors and meeting of Nomination and Remuneration Committee, the performance of the board, its committees and individual directors was also discussed. Performance evaluation of Independent Directors was done by the entire board, excluding the Independent Directors being evaluated.

Pursuant to Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Committee constituted under the provisions of section 178(1) of the Companies Act, 2013, recommended to the Board of Directors of your Company, a policy on Director''s appointment and remuneration, including, criteria for determining qualifications, positive attributes, independence of a Director and other matters. The said policy as approved by the Board of Directors, is uploaded on the Company''s website at www.motherson.com. The extract of the said Policy is also covered in Corporate Governance Report which forms part of this Annual Report.

The Auditors Report annexed with this Annual Report, does not contain any qualification, reservation or adverse remarks. During the Financial Year 2022-23, the Auditors have not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3)(ca) of the Companies Act, 2013.

Cost Auditor

The maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is required by the Company and accordingly such accounts and records have been prepared and maintained by the Company for the financial year 2022-23.

As per recommendation of the Audit Committee, the Board of Directors has appointed M/s. M.R. Vyas & Associates, Cost and Management Accountants (Registration No. 101394) as Cost Auditor for conducting the audit of cost records of the Company for the financial year 2022-23.

During the Financial Year 2022-23, the Auditors have not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3)(ca) of the Companies Act, 2013.

Secretarial Auditor

In terms of section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, based upon the recommendations of the Audit Committee, the Board of Directors had appointed M/s. SGS Associates, Company Secretaries (CP No. 1509) as the Secretarial Auditor of the Company, for conducting the Secretarial Audit for financial year ended March 31, 2023.

The Report given by the Secretarial Auditor is annexed herewith and forms integral part of this Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

During the year, the Company had received various awards and recognitions, which have been described in "Awards and Recognitionâ section, forming part of the Annual Report.

Pursuant to section 134(3)(c) of the Companies Act, 2013 and subject to disclosures in the Annual Accounts, your Directors state as under :-

(a) That in preparation of the annual accounts for the financial year ended March 31, 2023, the applicable Accounting Standards have been followed and there are no material departures;

(b) That the Directors have selected appropriate Accounting Policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year March 31, 2023 and of the profit of the Company for that period;

(c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) That the Directors have prepared the annual accounts on a going concern basis;

(e) That the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(f) That the Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Statutory Auditors

As per section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the Members of the Company in 35^th AGM approved the reappointment of M/s. S. R. Batliboi & Co. LLP, Chartered Accountants, (Firm Registration No. 01003E/IE300005), as Statutory Auditors of the Company for the second term of 5 (five) consecutive years i.e. from the conclusion of 35^th AGM till the conclusion of 40^th AGM of the Company to be held in the year 2027.

The notes on the financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

Particulars of loans given, Investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by recipient are provided in the standalone financial statement. Please refer Note No. 6(a), 6(b) and 7 to the standalone financial statements.

Pursuant to Policy on Related Party Transaction of the Company, all contracts/ arrangements/ transactions entered by the Company during financial year with related parties which were on arm''s length basis and were in ordinary course of business were approved by the Audit Committee. During the year the Company had not entered into any contract / arrangement/ transaction with related parties which could be considered material for which shareholders'' approval is required in accordance with provisions of the Companies Act, 2013.

Pursuant to the provision of applicable Listing Regulations, all related party transactions are placed before the Audit Committee for approval including the transaction under section 188 of the Companies Act, 2013 and regulation 23 of Listing Regulations. Prior omnibus approval of the Audit Committee has been obtained for transactions which are foreseen and repetitive in nature and where the need for related party transaction cannot be foreseen, Audit Committee granted omnibus approval for such transactions having value upto rupees one crore per transaction. The transactions entered into pursuant to omnibus approval were presented to the Audit Committee on quarterly basis by way of a statement giving details of all related party transactions.

The Company has developed a Related Party Transactions Manual, Standard Operating Procedures for purpose of identification and monitoring of such transactions. The policy on Related Party Transactions as approved by the Board and amended from time to time is uploaded on the Company''s website.

Your Directors draw attention of the members to Note No. 40 to standalone financial statement which sets out related party disclosures.

Approval of Related Party Transactions pursuant to SEBI Listing Regulations

The Securities and Exchange Board of India ("SEBIâ) notified SEBI (Listing Obligation and Disclosure

Requirements) (Sixth Amendment) Regulation, 2021 on November 9, 2021 which were effective from April 1, 2022. The amended provisions of Regulation 23 of SEBI Listing Regulations defines a "material related party transactionâ as transaction to be entered into individually or taken together with previous transactions during a financial year by the Company, which exceeds INR 1,000 crore or 10% of annual consolidated turnover of the listed entity, whichever is lower, as per last audited financial statements of the listed entity. Further, such "material related party transactionsâ require prior approval of shareholders.

In respect of above, the shareholders of the Company at its Annual General Meeting held on August 29, 2022 granted their approval for entering into contract(s) / agreements(s) / arrangement(s) / transaction(s), between the Company with following counter- parties:

(1) Motherson Sumi Wiring India Limited; and

(2) SEI Thai Electric Conductor Co., Ltd., Thailand .

The shareholders of the Company in the said meeting had approved aforesaid related party transactions, as more particularly mentioned in the Notice for the meeting read with the explanatory statement attached thereto pursuant to section 102 of the Companies Act, 2013.

The Notice convening the said meeting along with the voting results can be viewed on the website of the Company at www.motherson.com.

Information under section 134(3)(m) of the Companies Act, 2013, read with rule 8(3) of Companies (Accounts) Rules, 2014 is given in Annexure-A to this Report.

Disclosure pertaining to remuneration and other details as required under section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure-B to this Report.

The Statement containing the particulars of top 10 employees as required under section 197(12) of the Companies Act, 2013 read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable rules (if any), is provided in a separate annexure forming part of this report. Further, the report and the accounts

The NCD issued on 21.04.2020 vide I SIN No. INE775A07016 was redeemed on the maturity date i.e. 20.04.2023. The listing fees for the financial year 2023-24 for Equity Shares and NCDs have been paid to the said Stock Exchanges. The Company''s equity shares continue to remain listed on NSE and BSE.

The Company has an Internal Control System commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit Reports are presented directly to the Chairman of the Audit Committee and its members.

Details about Internal controls and their adequacy are set out in the Management Discussion & Analysis Report which forms part of this report.

Sl. No.	ISIN	Issuance date	Listing date	Listing quantity	Exchange
1	INE775A07016*	21.04.2020	27.04.2020	500	BSE Limited
2	INE775A08048	14.09.2020	21.09.2020	2130	BSE Limited
3	INE775A08055	25.11.2021	26.11.2021	250	BSE Limited
4	INE775A08063	25.11.2021	26.11.2021	515	BSE Limited
5	INE775A08071	08.12.2021	09.12.2021	235	BSE Limited
6	INE775A08089	23.01.2023	24.01.2023	600	BSE Limited and National Stock Exchange of India Limited

are being sent to the members excluding the aforesaid annexure. In terms of section 136 of the Companies Act, 2013 the said annexure is open for inspection at the registered office of the Company during the working hours for a period of twenty-one days before the date of the AGM. Any member interested in obtaining a copy of the same may write to the Company.

Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as prescribed under the Listing Regulations. A separate section on Corporate Governance, forming a part of Annual Report and the requisite certificate from the Company''s Auditors confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

Business Responsibility and Sustainability Report:

The Securities and Exchange Board of India vide its circular dated May 10, 2021, made Business Responsibility and Sustainability Report (BRSR) mandatory for the top 1,000 listed companies (by market capitalization) from Financial Year 2022-23.

Pursuant to Regulation 34(2)(f) of the Listing Regulations, BRSR on initiatives taken from an environmental, social and governance perspective, in the prescribed format is available as a separate section of the Annual Report and is also uploaded on the Company''s website.

BRSR indicates the Company''s performance against the principles of the ''National Guidelines on Responsible Business Conduct''. This would enable the shareholders to have an insight into environmental, social and governance initiatives of the Company.

Dividend Distribution Policy:

As per regulation 43A of the Listing Regulations, the Dividend Distribution Policy of your Company is disclosed in the Corporate Governance Report and the said Policy is also uploaded on the Company''s website.

A. EQUITY SHARES

The Equity shares of your Company are presently listed at the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE).

B. NCDs

The details of NCDs issued and allotted by your Company is as under:

The Board of Directors had constituted Risk Management Committee to assist the Board with regard to the identification, evaluation and mitigation of strategic, operational, external environment and cyber security risks and in fulfilling its corporate governance oversight responsibilities and to develop policy for actions associated to mitigate the risks. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continual basis.

On recommendation of the Risk Management Committee, the Board of Directors of your Company adopted the amended Risk Management Policy for the Company and the said Policy is also uploaded on the Company''s website. The development and implementation of risk management policy has been covered in the Management Discussion and Analysis Report, which forms part of the Annual Report.

During the financial year 2022-23 under review, no such order is passed by any Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations other than the orders mentioned herein above.

In accordance with the requirements of section 135 of the Companies Act, 2013, your Company has a Corporate Social Responsibility Committee ("CSR Committeeâ). The CSR Committee comprises of Mr. Vivek Chaand Sehgal, Chairman, Ms. Rekha Sethi, Independent Director and Mr. Laksh Vaaman Sehgal, Non-Executive Director.

The terms of reference of the CSR Committee is provided in the Corporate Governance Report. Your Company has also formulated a Corporate Social Responsibility Policy (CSR Policy). The Board of Directors in its meeting held on May 26, 2022 amended its CSR Policy considering the changes made by Ministry of Corporate Affairs. The CSR Policy is available on the website of the Company at www. motherson.com.

Annual report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended as Annexure-C and forms integral part of this Report.

The Company is, inter-alia, also performing CSR activities through Swarn Lata Motherson Trust which has been

established for the sole purpose of CSR activities. Further, the Company continue to carry out CSR activities as specified under schedule VII to the Companies Act, 2013.

The Company has established a vigil mechanism which incorporates a whistle blower policy in terms of the Companies Act, 2013 and the Listing Regulations for Directors and employees to report their genuine concerns. The objective of the Policy is to create a window for any person who observes an unethical behaviour, actual or suspected fraud, or violation of the Company''s Code of Conduct or ethics policy (hereinafter "Unethical and Improper Practicesâ), either organizationally or individually, to be able to raise it and to provide for adequate safeguards against victimization of whistle blower and also to provide for direct access to the Chairperson of the Audit Committee.

Thought Arbitrage Consultancy has been appointed by the Board of Directors as an independent external ombudsman under this Whistle-blower Mechanism.

Protected Disclosure can be made by a Whistle Blower through an e-mail or dedicated telephone line or a letter to the Thought Arbitrage Consultancy or to the Chairman of the Audit Committee. The Whistle Blower Policy is available on the Company''s website at www.motherson. com.

In accordance with the provisions of Section 92(3) read with section 134(3)(a) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the annual return in the prescribed format for the financial year 2022-23 is available on the website of the Company at www.motherson.com.

Your Company has complied with the secretarial standards with respect to General and Board Meetings respectively, as specified by the Institute of Company Secretaries of India constituted under section 3 of the Company Secretaries Act, 1980 (56 of 1980), and approved as such by the Central Government.

The relations with the employees and associates continued to remain cordial throughout the year. The Directors of your Company wish to place on record their appreciation for the excellent team spirit and dedication displayed by the employees of the Company.

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"). The Internal Committee composed of internal members and an external member who has extensive experience in the field.

During the financial year 2022-23, there were two (2) complaints filed under the provisions of POSH Act. After the enquiry into these matters, required punishment of temporary suspension and termination been awarded to accused.

Notice of the AGM along with the Annual Report 202223 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice and Annual Report 2022-23 will also be available on the Company''s website www.motherson.com. websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively. The above are in compliance with General Circular No. 14/2020 dated April 8, 2020 read with General Circular No. 17/2020 dated

April 13, 2020, General Circular No. 20/2020 dated May 5, 2020, General Circular No. 22/2020 dated June 15,

2020, General Circular No. 33/2020 dated September 28, 2020, General Circular No. 39/2020 dated December 31, 2020, General Circular No. 02/2021 dated January 13,

2021, General Circular No. 20/2021 dated December 08, 2021, General Circular No. 2/2022 dated May 5, 2022 and General Circular No. 10/2022 dated December 28, 2022, issued by the Ministry of Corporate Affairs.

Your Board of Directors would like to place on record their sincere appreciation for the wholehearted support and contributions made by all the employees of the Company as well as customers, suppliers, bankers, investors and other authorities. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

The Directors also thank the Government of various countries, Government of India, State Governments in India and concerned Government Departments/ Agencies for their co-operation, support and look forward to their continued support in the future.

Last but not the least the Board of Directors wish to thank all the stakeholders of the Company and Sumitomo Wiring Systems Limited, Japan for their continuous support.

For and on behalf of the Board For Samvardhana Motherson International Limited (Formerly Motherson Sumi Systems Limited)

Place : Noida Vivek Chaand Sehgal

Date : July 18, 2023 Chairman

DIN:00291126

Mar 31, 2022

Your Directors have the pleasure in presenting the 35^th Annual Report together with the audited financial statements of the Company for the financial year ended March 31, 2022. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

The summarized financial results for the year ended March 31, 2022 and for previous year ended March 31, 2021 are as follows:

'' in Million
Particulars	Standalone		Consolidated
	March 31, 2022	March 31, 2021	March 31, 2022	March 31, 2021
Continuing Operations
Revenue from contract with customers	52,970	36,353	628,317	569,513
Other operating revenue	478	339	7,043	4,186
Revenue from operations	53,448	36,692	635,360	573,699
Other Income	7,114	1,104	4,957	2,293
Profit before depreciation, interest and tax	13,132	5,511	49,571	45,882
Less: Depreciation and amortization expense	2,042	1,983	29,582	29,260
Less: Finance Costs	1,411	897	5,426	5,115
Less: Exceptional Expenses	481	199	481	623
Add: Share of profit / (loss) in associates	-	-	160	849
Profit Before Tax from continuing operations	9,198	2,432	14,242	11,733
Less: Provision for Tax	1,202	491	6,069	(694)
Less: Minority Interest	-	-	3,077	5,302
Profit after tax from continuing operations	7,996	1,941	5,096	7,125
Discontinued Operations
Revenue from operations	39,735	41,382	39,735	41,382
Other income	207	275	207	275
Profit before tax from discontinued operations	4,846	4,396	4,846	4,396
Tax expenses	1,204	1,129	1,204	1,129
Profit after tax from discontinued operations	3,642	3,267	3,642	3,267
Total Profit from continuing and discontinued operations	11,638	5,207	8,738	10,392
Add: Balance brought forward	32,951	27,725	81,102	70,642
Profit available for appropriation	44,589	32,932	89,840	80,184
Other Comprehensive income from continuing operations	284	(227)	2,218	3,227
Other Comprehensive income from discontinued operations	(22)	(8)	(22)	(8)
Total other Comprehensive income from continuing and discontinued operations	262	(235)	2,196	3,219

On consolidated basis for the financial year 2021-22, your Company achieved total revenue from operations of INR 635,360 million as compared to the revenue of INR 573,699 million of the previous financial year ended March 31, 2021 from continuing operations. Net profit for the financial year is at INR 5,096 million as compared to the previous year''s net profit of INR 7,125 million.

On standalone basis for the financial year 2021-22, your Company achieved total revenue from operations of INR 53,448 million as compared to its total revenue of INR 36,692 million of the previous financial year ended March 31, 2021 from continuing operations. The profit after tax for the year ended March 31, 2022 is INR 7,996 million as compared to INR 1,941 million of the previous financial year ended March 31, 2021. The operational performance of the Company has been comprehensively covered in the Management Discussion and Analysis Report.

The Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations") is presented in a separate section forming part of the Annual Report.

Moody''s Investor services has revised and improved the Rating Outlook to ''Stable'' from ''Negative'' while affirming the Ba1 corporate family rating (CFR) to the Company in April 2021.

In addition, the Company enjoys following domestic ratings:

Rating	ICRA	CRISIL	India Ratings and Research
Long Term	ICRA AA Stable (Reaffirmed)	CRISIL AA /Stable (Reaffirmed)	IND AAA/ Stable
Short Term	ICRA A1 (Reaffirmed)	CRISIL A1 (Reaffirmed)	IND AAA / Stable / IND A1
Commercial Papers	ICRA A1 (Reaffirmed)	CRISIL A1 (Reaffirmed)	IND A1
Non-Convertible Debentures	-	CRISIL AA	IND AAA / Stable

Standard & Poor''s Global Ratings ("S&P") has revised its rating for Samvardhana Motherson Automotive Systems Group B.V., Netherlands (SMRP BV), a subsidiary of the Company, for its long term credit from ''BB '' to ''BB.

The details of the credit ratings of the Company are available on its website www.motherson.com.

The Composite Scheme of Amalgamation and Arrangement amongst your Company (''the Amalgamated Company''), Samvardhana Motherson International Limited (''the Amalgamating Company'') and Motherson Sumi Wiring India Limited (''the Resulting Company'') and their respective shareholders and creditors meet the criteria prescribed in Ind AS 105 (Non-current Assets Held for Sale and Discontinued Operations) was considered as discontinued operation.

Accordingly, Domestic Wiring Harness Business has been disclosed as discontinued operation in the financial results for the F.Y. ended March 31, 2022.

The profit available for appropriation for the year ended March 31, 2022 is INR 44,589 million and being carried over as surplus to the Profit & Loss Account as on March 31, 2022.

The dividend, if approved by the members, would involve total cash outflow on account of dividend of INR 2,936 Million resulting in a pay-out of 37% of the standalone profits of the Company and 58% of the consolidated profits of the Company.

The Group''s operations have been impacted partially in the periods presented by the outbreak of the COVID-19 pandemic and the consequent lockdown announced by the governments in many of the jurisdictions.

There are no deposits invited or accepted by the Company which are not in compliance with the requirements of Chapter V of the Companies Act, 2013.

The performance of the Company on consolidated basis is discussed at length in the Management Discussion and Analysis Report.

The Board of Directors of your Company at its meeting held on July 2, 2020, approved the composite Scheme of Amalgamation and Arrangement amongst your Company ("the Amalgamated Companyâ), Samvardhana Motherson International Limited ("the Amalgamating Companyâ) ("erstwhile SAMILâ) and Motherson Sumi Wiring India Limited ("the Resulting Companyâ) ("MSWILâ) and their respective shareholders and creditors ("the Schemeâ).

The Scheme, inter-alia, had provided to (A) demerge the Domestic Wiring Harness Undertaking or DWH Undertaking (as defined in the Scheme) into the Resulting Company and (B) amalgamate the Amalgamating Company with the Company, by absorption, subsequent to the completion of the demerger referred to in (A). Further, the Scheme was subject to receipt of necessary Statutory and Regulatory approvals under applicable laws including but not limited to approval of BSE Limited and National Stock Exchange of India Limited, approval of requisite majority of the shareholders and creditors of the Company and Hon''ble National Company Law Tribunal, Mumbai Bench ("Hon''ble NCLTâ).

The Scheme was approved by the Hon''ble NCLT by way of its order dated December 22, 2021. Pursuant to the Scheme, the Domestic Wiring Harness Undertaking or DWH Undertaking (as defined in the Scheme) of the

Company has been demerged into MSWIL with effect from January 5, 2022 and erstwhile SAMIL has merged with and into the Company with effect from January 21, 2022.

Accordingly, the Equity Shareholders of the Company were issued and allotted 1 (one) Equity Share of face value of Re. 1 (Indian Rupee One) each of MSWIL for every 1 (one) Equity Share of face value of Re. 1 (Indian Rupee One) each of the Company as a consideration for demerger.

Further, in consideration of the amalgamation of erstwhile SAMIL into and with the Company, the Company issued and allotted 51 (Fifty One) equity shares of the Company of Re. 1 each (Rupee One only) for every 10 (Ten) equity shares of erstwhile SAMIL of face value of Rs. 10 each (Rupees Ten only) to the shareholders of erstwhile SAMIL.

Pursuant to the Scheme, the authorised share capital of the Company has increased from INR 630,00,00,000/-(Rupees Six Hundred Thirty Crores only) consisting of 605,00,00,000 (Six Hundred Five Crore) Equity Shares of Re. 1/- (Rupee One) each and 2,50,00,000 (Two Crore Fifty Lacs) Preference Shares of Rs. 10/- (Rupees Ten) each to INR 1230,00,00,000 (Rupees One Thousand Two Hundred and Thirty Crores) consisting of 1230,00,00,000 (One Thousand Two Hundred and Thirty Crores) Equity Shares of Re. 1/- (Rupee One) each.

Further, the details of paid up share capital of the Company prior and post the Scheme are as below:

Sl. No.	Particulars	Share Capital (in INR)
1.	Paid- up Share Capital prior allotment (A)	3,15,79,34,237
2.	Cancellation of cross-holding consequent to the merger (B)	1,05,57,50,653
3.	(A-B) (C)	2,10,21,83,584
4.	Allotment of shares pursuant to the Scheme (D)	2,41,54,30,660
5.	Paid-up Share Capital post allotment (C D)	4,51,76,14,244

Accordingly, as on March 31, 2022, the paid-up share capital of the Company was INR 451,76,14,244/- (Rupees Four Hundred Fifty One Crores Seventy Six Lakhs Fourteen Thousand Two Hundred and Forty Four only) consisting of 451,76,14,244 (Four Hundred Fifty One Crores Seventy Six Lakhs Fourteen Thousand Two Hundred and Forty Four only) Equity Shares of Re. 1/- (Rupee One) each.

	End Use	The proceeds to be utilized for refinancing of existing indebtedness and/or other bonafide business purposes including capital expenditure, operating expenses and/or working capital.
	Credit Rating	IND AAA/ Stable by India Ratings and Research Private Limited
	ISIN	INE775A08063
	Listed on Stock Exchange	BSE Limited
B)	NCDs allotted on December 8, 2021
B)
	Instrument	Rated, Listed, Unsecured, Redeemable Non-Convertible Debentures
	Amount Raised	INR 235 Crore
	Face Value	INR 10,00,000/- each
	Number of Securities	2350
	Maturity Date	December 8, 2024
	Interest Payment	5.68% Annually (Payable on December 8, 2022; December 8, 2023 and December 8, 2024)
	End Use	The proceeds to be utilized for refinancing of existing indebtedness and/or other bonafide business purposes including capital expenditure, operating expenses and/or working capital.
	Credit Rating	IND AAA by India Ratings and Research Private Limited
	ISIN	INE775A08071
	Listed on Stock Exchange	BSE Limited

During Financial year 2021-22, the Company has raised funds, inter-alia, by issue of Non-Convertible Debentures ("NCDsâ) on a private placement basis. The key terms of issuance of NCDs are as below:

A) NCDs allotted on November 25, 2021 Series I:

Instrument	5.69% Unsecured Rated Listed Redeemable Non-Convertible Debenture
Amount Raised	INR 250 Crores
Face Value	INR 10,00,000/- each
Number of Securities	2,500
Maturity Date	November 25, 2024
Interest Payment	5.69% Annually (Payable on November 25, 2022, November 25, 2023 and November 25, 2024)
End Use	The proceeds to be utilized for refinancing of existing indebtedness and/or other bonafide business purposes including capital expenditure, operating expenses and/or working capital.
Credit Rating	IND AAA/ Stable by India Ratings and Research Private Limited
ISIN	INE775A08055
Listed on Stock Exchange	BSE Limited
Series II:
Instrument	6.09% Unsecured Rated Listed Redeemable Non-Convertible Debenture
Amount Raised	INR 515 Crores
Face Value	INR 10,00,000/- each
Number of Securities	5,150
Maturity Date	November 25, 2026
Interest Payment	6.09% Annually (Payable on November 25, 2022, November 25, 2023, November 25, 2024, November 25, 2025 and November 25, 2026)

During the Financial year 2021-22, the Company has raised funds by issue of Commercial Papers, key terms of which are as below:

A) Commercial Paper issued on September 24, 2021

Instrument	Listed, Unsecured Commercial Paper
Issue Size	INR 100 Crore
Maturity Date	December 24, 2021
Interest Rate	3.70%
ISIN	INE775A14764
Listed on Stock Exchange	BSE Limited

The above Commercial Paper was repaid on the maturity date.

The details of changes in Company''s subsidiaries, joint venture or associate companies, are as following:

1. Companies which became subsidiaries (direct and indirect) during financial year 2021-22 are as follows:

(a) Subsidiary through incorporation:

Jilin Huakai - PKC Wire Harness Co. Ltd. was incorporated on March 11, 2022 in China as an indirect subsidiary of the Company.

(b) Subsidiary through acquisition:

(i) Samvardhana Motherson Automotive Group B.V., Netherland, an indirect subsidiary of the Company, acquired 75% stake in Plast Met Plastik Metal Sanayi Imalat ve Ticaret Anonim Sirketi on April 29, 2021. SMR Plast Plast Met Molds and Tools Turkey Kalip Imalat Anonim Sirketi has become indirect subsidiary of the Company.

(ii) Samvardhana Motherson Automotive Group B.V., Netherland, an indirect subsidiary of the Company, acquired 75% stake in Plast Met Plastik Metal Sanayi Imalat ve Ticaret Anonim Sirketi on April 29, 2021. SMR Plast Met Automotive Tec Turkey Plastik imalat Anonim Â§irketi has become indirect subsidiary of the Company.

(iii) Ningbo SMR Huaxiang Automotive Mirrors Ltd, a step down subsidiary of Samvardhana Motherson Automotive

Systems Group B.V., an indirect subsidiary of the Company, acquired 60% stake in Nanchang JMCG Mekra Lang Vehicle Mirror Co., Ltd. on October 8, 2021. Accordingly, Nanchang JMCG Mekra Lang Vehicle Mirror Co., Ltd has become an indirect subsidiary of your Company.

Samvardhana Motherson International Limited (''erstwhile SAMIL'') merged with the Company effective from January 21, 2022. Accordingly, upon merger of erstwhile SAMIL, below

mentioned subsidiaries of erstwhile SAMIL had become the subsidiaries of Company:

(i) CTM India Limited

(ii) Motherson Molds and Diecasting Ltd.

(iii) Motherson Innovations Tech Ltd.

(iv) Motherson Invenzen XLab Private Limited

(v) Motherson Consultancies Service Limited

(vi) MS Global India Automotive Private

Limited

(vii) Samvardhana Motherson Auto Component Pvt. Ltd.

(viii) Motherson Air Travel Agencies Limited

(ix) Samvardhana Motherson Maadhyam International Limited

(x) Motherson Technology Services Limited (formerly MothersonSumi Infotech & Designs Limited) (MTSL)

(xi) Samvardhana Motherson Global Carriers Limited (SMGCL)

(xii) Samvardhana Motherson Hamakyorex Engineered Logistics Limited (Subsidiary through SMGCL)

(xiii) Samvardhana Motherson Finance Service Cyprus Limited

(xiv) Samvardhana Motherson Holding (M) Private Limited

(xv) Samvardhana Motherson Innovative Solutions Limited (SMISL)

(xvi) Samvardhana Motherson Refrigeration Product Limited (Subsidiary through SMISL)

in its meeting held on January 4, 2022. The appointment of Mr. Norikatsu Ishida as a nonexecutive Director, liable to retire by rotation was approved by the shareholders of the Company in their Extra-Ordinary General Meeting held on March 30, 2022.

iii) Mr. Veli Matti Ruotsala (DIN: 09462008) was appointed as an Additional and an Independent Director by the Board of Directors in its meeting held on January 28, 2022 for a period of 5 (five) years commencing from January 28, 2022 to January 27, 2027. The appointment of Mr. Veli Matti Ruotsala as an Independent Director was approved by the shareholders of the Company in their Extra-Ordinary General Meeting held on March 30, 2022.

iv) Mr. Robert Joseph Remenar (DIN: 09469379) was appointed as an Additional and an Independent Director by the Board of Directors in its meeting held on January 28, 2022 for a period of 5 (five) years commencing from January 28, 2022 to January 27, 2027. The appointment of Mr. Robert Joseph Remenar as an Independent Director was approved by the shareholders of the Company in their ExtraOrdinary General Meeting held on March 30, 2022.

As per provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Laksh Vaaman Sehgal (DIN: 00048584), Director of the Company, is liable to retire by rotation in the ensuing AGM. Mr. Laksh Vaaman Sehgal being eligible seeks his re-appointment. Accordingly, the Board of Directors recommend the re-appointment of Mr. Laksh Vaaman Sehgal to the members of the Company.

The Board of Directors has received declarations from all the Independent Directors of the Company confirming that they meet with criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Regulation 16(1)(b) read with Regulation 25 of the Listing Regulations. The Board is of the opinion that they are the persons of integrity and possesses relevant expertise and experience.

(xvii) Motherson Machinery and Automations Limited (Subsidiary through SMISL)

(xviii) Samvardhana Motherson Auto System Private Limited (Subsidiary through SMISL)

(xix) SAKS Ancillaries Limited (Subsidiary through SMISL)

(xx) Motherson Auto Solutions Limited (through SMISL)

(xxi) Motherson Techno Tools Limited (MTTL) (Subsidiary through SMISL)

(xxii) Motherson Techno Tools Mideast FZE (Subsidiary through MTTL)

(xxiii) Motherson Sintermetal Technology B.V. (Subsidiary through SMISL)

(xxiv) Samvardhana Motherson Virtual Analysis Limited (Subsidiary through MTSL)

(xxv) MSID US Inc. (Subsidiary through MTSL)

(xxvi) MothersonSumi Infotech & Designs KK (Subsidiary through MTSL)

(xxvii) MothersonSumi Infotech and Designs S.G. Pte. Limited (Subsidiary through MTSL)

(xxviii) Motherson Auto Engineering Service Limited (Subsidiary through MTSL)

(xxix) Samvardhana Motherson Health Solutions Limited (Subsidiary through MTSL)

(xxx) SMI Consulting Technologies Inc. (Subsidiary through MTSL)

(xxxi) Motherson Infotek Designs Mid East FZ-LLC (Subsidiary through MTSL)

(xxxii) Motherson Infotech and Solutions UK Ltd (Subsidiary through MTSL)

(xxxiii) Motherson Information Technologies Spain S.L.U. (Subsidiary through MTSL)

2. Companies which ceased to be subsidiaries during financial year 2021-22 are:

(i) SMRC Smart Automotive Interior Technologies USA, LLC, an indirect subsidiary of your Company has been dissolved effective from June 28, 2021; and

(ii) SMP Automotive Technology Management Services (Changchun) Co. Ltd., an indirect subsidiary of your Company has been deregistered effective from May 8, 2021.

3. Companies which became joint venture during financial year 2021-22 are:

Also, upon merger of erstwhile SAMIL, below mentioned joint ventures of erstwhile SAMIL had become joint ventures of Company:

(i) Valeo Motherson Thermal Commercial Vehicles India Ltd.

(ii) Matsui Technologies India Ltd. (Matsui)

(iii) Frigel Intelligent Cooling Systems India Pvt. Ltd. (Joint Venture through Matsui)

(iv) Fritzmeier Motherson Cabin Engineering Pvt. Ltd.

(v) Marelli Motherson Automotive Lighting India Private Limited

(vi) Marelli Motherson Auto Suspension Parts Private Limited

(vii) Motherson Bergstrom HVAC Solution Pvt. Ltd

(viii) Youngshin Motherson Auto Tech Limited

(ix) Anest Iwata Motherson Private Ltd.

(x) Anest Iwata Motherson Coating Equipment Pvt. Ltd.

(xi) Nissin Advanced Coating Indo. Co. Pvt. Ltd.

(xii) AES (India) Engineering Limited

Further, a statement containing salient features of the financial statement of the Company''s subsidiaries, associate and joint venture companies is annexed in Form AOC-1, which forms a part of the Annual Report.

Details of subsidiaries of the Company, their performance are covered in Management Discussion and Analysis Report forming part of this Report.

The Company''s exports during the year were INR 11,733 million as against INR 8,375 million in the previous financial year from continuing operations. The Company continues to make its efforts towards achieving higher growth by providing cost competitive quality solutions to its customers. In addition, the Company has facilities globally, to provide service to the customers as well as enhance customer relationships.

The Board of Directors met eight (8) times during the financial year 2021-22 and the details of same are given in the Corporate Governance Report forming part of this Annual Report. The intervening gap between two consecutive meetings was not more than one hundred and twenty (120) days as prescribed by the Companies Act, 2013 and the Listing Regulations.

During the financial year 2021-22, following were the changes in the Board of Directors of the Company:

1) Change in director due to cessation / resignation:

i) Mr. S.C. Tripathi, IAS (Retd.) (DIN: 00941922) ceased to be an Independent Director on the Board of the Company with effect from May 19, 2021 due to his sad demise. He was a visionary and an industry stalwart, managing diverse roles across various industries in his long career.

ii) Mr. Takeshi Fujimi (DIN: 08501292) resigned and thus ceased to be a Director from the Board of the Company effective from January 4, 2022.

iii) Mr. Arjun Puri (DIN: 00211590) resigned and ceased to be an Independent Director of the Company effective from January 28, 2022 simultaneously upon his appointment as an Independent Director on the Board of Directors of MSWIL.

iv) Ms. Geeta Mathur (DIN: 02139552) resigned and ceased to be an Independent Director of the Company effective from January 28, 2022 simultaneously upon her appointment as an Independent Director on the Board of Directors of MSWIL.

2) Change in director due to appointment:

i) Ms. Rekha Sethi (DIN: 06809515) was appointed as an Additional and an Independent Director by the Board of Directors in its meeting held on August 10, 2021 for a period of 5 (five) years commencing from August 10, 2021 to August 9, 2026. The appointment of Ms. Rekha Sethi as an Independent Director was approved by the shareholders of the Company in 34^th Annual General Meeting held on September 17, 2021.

ii) Mr. Norikatsu Ishida (DIN: 09443998) was appointed as an Additional Director, liable to retire by rotation by the Board of Directors

purpose of attending meetings of the Board of Directors, Committee(s) and meeting of the Independent Directors. The details of remuneration and/ or other benefits of the Independent Directors are mentioned in the Corporate Governance Report.

The Audit Committee of the Board for the financial year ended March 31, 2022 was comprised of Mr. Gautam Mukherjee as Chairman, Mr. Naveen Ganzu, Ms. Rekha Sethi, Mr. Veli Mati Ruotsala as Independent Directors and Mr. Shunichiro Nishimura, Mr. Laksh Vaaman Sehgal as non-executive directors. During the year all the recommendations made by the Audit Committee were duly accepted by the Board.

Details on Committees constituted by the Board under the Companies Act, 2013 and the Listing Regulations, their composition as well as changes in their composition, if any, during the year and the number and dates of meetings of such committees held during the year are covered in Corporate Governance Report which forms part of the Annual Report for the Financial Year 2021-22.

In terms of the provisions of section 203 of the Companies Act, 2013, during the financial year under review the Company had following whole-time Key Managerial Personnel:

1. Mr. Pankaj Mital, Whole-time Director and Chief Operating Officer

2. Mr. G.N. Gauba, Chief Financial Officer upto January 28, 2022

3. Mr. Kunal Malani, Chief Financial Officer effective from January 28, 2022

4. Mr. Alok Goel, Company Secretary

(a) The Board of Directors of the Company in its meeting held on October 8, 2021 had approved acquisition of 55% stake in CIM Tools Private Limited (''CIM''). Further, the shareholders of the Company through Postal Ballot on December 3, 2021 granted their approval by way of a special resolution to make investment and/ or provide loan / guarantee in excess of the limits prescribed under Section 186 of the Companies Act, 2013. The closing of said transaction was completed by the Company on April 6, 2022 CIM in turn holds

83% in Aero Treatment Private Limited (ATPL) and 49.99% in Lauak CIM Aerospace (JV with Lauak International, LCA).

(b) The Scheme of Amalgamation and Arrangement as mentioned hereinabove duly approved by Hon''ble NCLT had, inter-alia, provided for change in name of the Company from ''Motherson Sumi Systems Limited'' to ''Samvardhana Motherson International Limited''. The Registrar of Companies approved the change in name of the Company with effect from May 18, 2022 and issued fresh Certificate of Incorporation. Further, the Stock Exchanges, i.e., National Stock Exchange of India Limited and BSE Limited granted their approval to the name change on June 3, 2022 and accordingly, the name and SCRIP ID / Symbol of the Company changed to "Samvardhana Motherson International Limitedâ and "MOTHERSONâ respectively with effect from June 9, 2022.

In terms of the requirement of the Companies Act, 2013 and Listing Regulations, the Board carried out an annual evaluation of its own performance, Board Committees, individual Directors including the Independent Director and the Chairman of the Company on the basis of the criteria specified as per the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India with the aim to improve the effectiveness of the Board and the Committees.

The criteria for evaluation under different categories depends on the role the person(s)/group(s) plays in the Company. The criteria for every evaluation for the FY 2021-22 was decided at every level depending on the functions, responsibilities, competencies required, nature of business etc., detailed as below:

Person(s)/

Group(s)

Evaluation Criteria

Chairman of the Company

Leadership, steering skills, impartiality, commitment, ability to keep shareholder''s interest in mind etc.

Board

The board composition and structure, meetings of the Board, effectiveness of board processes and its functions, monitoring effectiveness of Governance practices, evaluation of performance of management and providing their feedback etc.

Person(s)/

Group(s)

Evaluation Criteria

Committees of the Board

The composition of Committees, structure of Committees, effectiveness of Committee meetings, independence of the Committees from the Board, contribution to the decisions of the Board etc.

Executive/

Non-Executive/

Independent

Director(s)

Criteria for all type of Directors-qualification, experience, knowledge and competencies, fulfilment of functions, commitment and their participation and contribution at the Board meetings and Committee meetings etc.

Additional criteria in case of Independent Directors, i.e., independent from the Company and other Directors, providing independent views and judgement.

In a separate meeting of Independent Directors held during the financial year 2021-22, performance of NonIndependent Directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of executive Directors and nonexecutive Directors. The Independent Directors at their meeting held also assessed the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

During the year, Board Evaluation was completed by the Company internally which included the Evaluation of the Board as a whole, Board Committees and Evaluation of the Directors. The exercise was led by the Chairman of the Board whereby the process involved independent discussions with all Board members who gave their feedback and inputs about the performance of the Board, its Committees, Individual Directors, and the Chairman of the Company and effectiveness of the Board/Committee processes.

Pursuant to section 134(3)(c) of the Companies Act, 2013 and subject to disclosures in the Annual Accounts, your Directors state as under :-

(a) That in preparation of the annual accounts for the financial year ended March 31, 2022, the applicable Accounting Standards have been followed and there are no material departures;

(b) That the Directors have selected appropriate Accounting Policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year March 31, 2022 and of the profit of the Company for that period;

(d) That the Directors have prepared the annual accounts on a going concern basis;

(e) That the Directors have laid down internal financial controls to be followed by the Company and that

Cost Auditor

During the Financial Year 2021-22, the Auditors have not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3)(ca) of the Companies Act, 2013.

Secretarial Auditor

The Report given by the Secretarial Auditor is annexed herewith and forms integral part of this Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

During the year, the Company had received various awards and recognitions, which have been described in "Awards and Recognitionâ section, forming part of the Annual Report.

such internal financial controls are adequate and are operating effectively; and

(f) That the Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Statutory Auditors

As per section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the Members of the Company in 30^th AGM approved the appointment of M/s. S. R. Batliboi & Co. LLP, Chartered Accountants, (Firm Registration No. 301003E/IE300005), as the Statutory Auditors of the Company for a term of 5 (five) years, i.e., from the conclusion of 30^th Annual General Meeting (''AGM'') till the conclusion of ensuing 35^th AGM of the Company. M/s. S. R. Batliboi & Co. LLP, Chartered Accountants are eligible for re-appointment.

The Company has received confirmation from the Statutory Auditors to the effect that their appointment, if made, will be in accordance with the limits specified under the Companies Act, 2013 and the firm satisfies the criteria specified in Section 141 of the Companies Act, 2013 read with Rule 4 of Companies (Audit & Auditors) Rules 2014.

The Board is of the opinion that continuation of M/s.

S. R. Batliboi & Co. LLP, Chartered Accountants as Statutory Auditors of the Company will be in the interests of the Company and therefore, the members are requested to consider their re-appointment as Statutory Auditors of the Company, for a term of five years, from the conclusion of the ensuing 35^th AGM, till the conclusion of 40^th AGM to be held in the calendar year 2027, at such remuneration mutually agreed and approved by the Board.

The notes on the financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

The Auditors Report annexed with this Annual Report, does not contain any qualification, reservation or adverse remarks.

Pursuant to Policy on Related Party Transaction of the Company, all contracts/ arrangements/ transactions entered by the Company during financial year with related parties which were on arm''s length basis and were in ordinary course of business were approved by the Audit Committee. During the year, the Company did not enter into any contract / arrangement/ transaction with related parties which could be considered material for which shareholders'' approval is required in accordance with the policy of the Company on materiality of related party transactions. Thus, provisions of section 188(1) of the Companies Act, 2013 are not applicable to the Company.

Pursuant to the provision of applicable Listing Regulations, all related party transactions are placed before the Audit Committee for approval including the transaction under section 188 of the Companies Act, 2013 and Regulation 23 of Listing Regulations. Prior omnibus approval of the Audit Committee has been obtained for transactions which are foreseen and repetitive in nature and where the need for related party transaction cannot be foreseen, Audit Committee granted omnibus approval for such transactions having value upto rupees one crore per transaction. The transactions entered into pursuant to omnibus approval were presented to the Audit Committee on quarterly basis by way of a statement giving details of all related party transactions.

Your Directors draw attention of the members to Note No. 40 to standalone financial statement which sets out related party disclosures.

Approval of Related Party Transactions pursuant to SEBI Listing Regulations

The Securities and Exchange Board of India ("SEBIâ) notified SEBI (Listing Obligation and Disclosure Requirements) (Sixth Amendment) Regulation, 2021 on November 9, 2021 which were effective from April 1, 2022. The amended provisions of Regulation 23 of Listing Regulations defines a "material related party transactionâ as transaction to be entered into individually or taken together with previous transactions during a financial year by the Company, which exceeds INR 1,000 crore or 10% of annual consolidated turnover of the listed entity, whichever is lower, as per last audited financial statements of the listed entity. Further, such "material related party transactionsâ require prior approval of shareholders.

In respect of above, the shareholders of the Company at its Extra-ordinary General Meeting held on March 30, 2022 granted their approval for entering into contract(s) / agreements(s) / arrangement(s) / transaction(s), between the Company and/or its subsidiaries and/or its joint ventures on the one hand, with following counter- parties:

(1) Motherson Sumi Wiring India Limited; and

(2) SEI Thai Electric Conductor Co., Ltd., Thailand for purchase of copper.

The shareholders of the Company in the said meeting had approved aforesaid related party transactions, as more particularly mentioned in the said notice for the meeting held on March 30, 2022 read with the explanatory statement attached thereto pursuant to section 102 of the Companies Act, 2013.

The Notice convening the said meeting along with the voting results can be viewed on the website of the Company at www.motherson.com.

Information under section 134(3)(m) of the Companies Act, 2013, read with rule 8(3) of Companies (Accounts) Rules, 2014 is given in Annexure- A to this Report.

The Statement containing the particulars of employees as required under section 197(12) of the Companies Act, 2013 read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable rules (if any), is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of section 136 of the Companies Act, 2013 the said annexure is open for inspection at the registered office of the Company during the working hours for a period of twenty-one days before the date of the AGM. Any member interested in obtaining a copy of the same may write to the Company.

Business Responsibility and Sustainability Report:

Securities and Exchange Board of India (SEBI) vide its circular dated May 10, 2021, made Business Responsibility and Sustainability Report (BRSR) mandatory for the top 1,000 listed companies (by market capitalization) from F.Y. 2022-2023, while disclosure is voluntary for F.Y. 20212022.

The Company on voluntary basis has provided BRSR, in lieu of the Business Responsibility Report which indicates the Company''s performance against the principles of the ''National Guidelines on Responsible Business Conduct''. This would enable the shareholders to have an insight into environmental, social and governance initiative of the Company.

The BRSR describing the initiatives taken by your Company from an environmental, social and governance perspective, in the prescribed format is available as a separate section of the Annual Report.

Dividend Distribution Policy:

As per regulation 43A of the Listing Regulations, the extract of Dividend Distribution Policy of your Company is disclosed in the Corporate Governance Report and the said Policy is also uploaded on the Company''s website.

The Equity shares of your Company are presently listed at the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE).

NCDs issued and allotted by your Company are listed on BSE Limited (BSE).

The listing fees for the financial year 2022-23 has been paid to the said Stock Exchanges. The Company''s equity shares continue to remain listed on NSE and BSE while its NCDs remain listed on BSE.

Details about Internal controls and their adequacy are set out in the Management Discussion & Analysis Report which forms part of this report.

On recommendation of the Risk Management Committee, the Board of Directors of your Company in their meeting held on November 10, 2020 adopted the amended Risk Management Policy for the Company. The development and implementation of risk management policy has been covered in the Management Discussion and Analysis Report, which forms part of this report.

During the period under review, no such order is passed by any Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations other than the orders mentioned herein above.

In accordance with the requirements of section 135 of the Companies Act, 2013, your Company has a Corporate Social Responsibility (CSR) Committee. The CSR Committee comprises of Mr. Vivek Chaand Sehgal Chairman, Ms. Rekha Sethi, Independent Director and Mr. Laksh Vaaman Sehgal, Non-Executive Director.

The terms of reference of the Corporate Social Responsibility (CSR) Committee is provided in the Corporate Governance Report. Your Company has also formulated a Corporate Social Responsibility Policy (CSR Policy). The Board of Directors in its meeting held on May 26, 2022 amended its CSR Policy considering the changes made by Ministry of Corporate Affairs. The amended CSR Policy is available on the website of the Company at www. motherson.com.

Annual report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended as Annexure-C and forms integral part of this Report.

The Company is, inter-alia, also performing CSR activities through Swarn Lata Motherson Trust which has been established for the sole purpose of CSR activities. Further, the Company continue to carry out CSR activities as specified under schedule VII to the Companies Act, 2013.

Thought Arbitrage Consultancy has been appointed by the Board of Directors as an independent external ombudsman under this Whistle-blower mechanism.

In accordance with the provisions of Section 92(3) read with section 134(3)(a) of the Companies Act, 2013 and Rules framed thereunder, an annual return in the prescribed format for the financial year 2021-22 is available on the website of the Company at www.motherson.com.

Your Company has complied with the secretarial standards with respect to General and Board Meetings specified by the Institute of Company Secretaries of India constituted under section 3 of the Company Secretaries Act, 1980 (56 of 1980), and approved as such by the Central Government.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Committee composed of internal members and an external member who has extensive experience in the field.

During the Financial Year 2021-22, there was one complaint filed under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which after enquiry was found non-sustainable.

Notice of the AGM along with the Annual Report 202122 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice and Annual Report 2021-22 will also be available on

other authorities. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

Last but not the least the Board of Directors wish to thank all the stakeholders of the Company and Sumitomo Wiring Systems Limited, Japan for their continuous support.

For and on behalf of the Board For Samvardhana Motherson International Limited (Formerly Motherson Sumi Systems Limited)

Vivek Chaand Sehgal Place : Noida Chairman

Date : July 4, 2022 DIN:00291126

the Company''s website www.motherson.com. websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively. The above are in compliance with General Circular No. 14/2020 dated April 8, 2020 read with General Circular No. 17/2020 dated April 13, 2020, General Circular No. 20/2020 dated May 5, 2020, General Circular No. 22/2020 dated June 15,

2020, General Circular No. 33/2020 dated September 28, 2020, General Circular No. 39/2020 dated December 31, 2020, General Circular No. 02/2021 dated January 13,

2021, General Circular No. 20/2021 dated December 08, 2021 and General Circular No. 2/2022 dated May 5, 2022 issued by the Ministry of Corporate Affairs.

Mar 31, 2021

Your Directors have the pleasure in presenting the 34th Annual Report together with the audited financial statements of the Company for the financial year ended March 31, 2021. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

The summarized financial results for the year ended March 31, 2021 and for previous year ended March 31, 2020 are as follows:

'' in Million
Particulars	Standalone		Consolidated
	March 31, 2021	March 31, 2020	March 31, 2021	March 31, 2020
Continuing Operations
Revenue from contract with customers	36,353	39,411	569,513	602,783
Other operating revenue	339	439	4,186	4,506
Revenue from operations	36,692	39,850	573,669	607,289
Other Income	1,104	3,723	2,293	2,246
Profit before depreciation, interest and tax	5,511	9,269	45,882	48,786
Less: Depreciation and amortisation expense	1,983	2,313	29,260	27,210
Less: Finance Costs	897	248	5,115	5,928
Less: Exceptional Expenses	199	-	623	-
Add: Share of profit / (loss) in associates	-	-	849	575
Profit Before Tax from continuing operations	2,432	6,708	11,733	16,223
Less: Provision for Tax	491	1,323	(694)	6,881
Less: Minority Interest	-	-	5,302	1,244
Profit after tax from continuing operations	1,941	5,385	7,125	8,098
Discontinued Operations
Revenue from operations	41,382	39,439	41,382	39,439
Other income	275	64	275	64
Profit before tax from discontinued operations	4,396	4,906	4,396	4,906
Tax expenses	1,129	1,303	1,129	1,303
Profit after tax from discontinued operations	3,267	3,603	3,267	3,603
Total Profit from continuing and discontinued operations	5,207	8,988	10,392	11,701
Add: Balance brought forward	27,725	29,836	70,642	69,792
Profit available for appropriation	32,932	38,824	80,184	82,343
Other Comprehensive income from continuing operations	(227)	(48)	3,227	2,690
Other Comprehensive income from discontinued operations	(8)	(64)	(8)	(64)
Total other Comprehensive income from continuing and discontinued operations	(235)	(112)	3,219	2,626

The Composite Scheme of Amalgamation and Arrangement amongst your Company (''the Amalgamated Company''), Samvardhana Motherson International Limited (''the Amalgamating Company'') and Motherson Sumi Wiring India Limited (''the Resulting Company'') and their respective shareholders and creditors has been considered as highly probable and meets the criteria prescribed in Ind AS 105 (Non-current Assets Held for Sale and Discontinued Operations) to be considered as discontinued operation.

Accordingly Domestic Wiring Harness Business has been disclosed as discontinued operation in the financial results for the quarters ended September 30, 2020, December 31, 2020 and March 31, 2021. All previous periods figures in the financial results were also restated. The income and expenses of continuing operation during the said period included transactions with discontinued operation, which does not have impact on "Profit / (loss) for the period from continuing and discontinued operationsâ as disclosed in the financial results of the aforesaid periods.

The profit available for appropriation for the year ended March 31, 2021 is '' 32,932 million and being carried over as surplus to the Profit & Loss Account as on March 31, 2021.

The Directors are pleased to recommend for approval of the members a payment of dividend of '' 1.50 per share (face value of '' 1/- each) on the Share Capital of the Company for the financial year ended March 31, 2021 to the equity shareholders.

The dividend, if approved by the members, would involve total cash outflow on account of dividend of '' 4,737 Million resulting in a pay-out of 91% of the standalone profits of the Company and 46% of the consolidated profits of the Company.

The COVID-19 pandemic represents an unprecedented disruption to the global economy and world trade, as production and consumption are scaled back across the globe due to preventive directives from authorities'' world over. COVID-19 outbreak continues to grow in most of the areas of the world with severe toll on health. The Company has taken a holistic approach to protect the interest of various stakeholders including employees,

customers, investors and societies. The Company''s Operations and performance were impacted partially by the outbreak of COVID-19 pandemic and the consequent lockdown announced by central and state governments, due to which the operations were suspended for a large part of the quarter ended June 30, 2020 and resumed gradually with prescribed regulations and precautions and reached up to the pre-pandemic outbreak levels at most locations in the quarter ended December 31, 2020 and the Company sustained the pre pandemic operations levels during the quarter ended March 31, 2021.

Despite of the challenges posed due to pandemic, the Group was better placed for sourcing raw material due to various backward integration and advantage of in-house supply chain. The Management believes that the strong trust of the customers as evident from order book, helped the Company to combat with the pandemic.

On consolidated basis for the financial year 2020-21, your Company achieved total revenue of '' 601,954 million as compared to the revenue of '' 635,368 million of the previous financial year ended March 31, 2020. Net profit for the financial year is at '' 10,392 million as compared to the previous year''s net profit of '' 11,701 million.

On standalone basis for the financial year 2020-21, your Company achieved total revenue of '' 65,661 million as compared to its total revenue of '' 68,738 million of the previous financial year ended March 31, 2020. The profit after tax for the year ended March 31, 2021 is '' 5,207 million. The operational performance of the Company has been comprehensively covered in the Management Discussion and Analysis Report.

The Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations") is presented in a separate section forming part of the Annual Report.

Moody''s Investor services has revised and improved the Rating Outlook to "stableâ from "Negativeâ while affirming the Ba1 corporate family rating (CFR) to the Company.

In addition, the Company enjoys following domestic ratings:

India Ratings and Research (Ind-Ra) has affirmed your Company''s Long-Term Issuer Rating at ''IN D AAA''. The Outlook has revised to Stable from Negative.

Further, Standard & Poor''s Global Ratings ("S&Pâ) has revised its rating for Samvardhana Motherson Automotive Systems Group B.V., Netherlands (SMRP BV), a subsidiary of the Company, for its long term credit from ''BB '' to ''BB (stable outlook)''. Fitch Ratings has revised the Outlook on SMRP BV to Stable, from Negative, and has affirmed its Long-Term Issuer Default Rating at ''BB''. Fitch ratings has also affirmed SMRP BV''s senior secured notes at ''BB ''.

The details of the credit ratings of the Company are available on its website www.motherson.com.

There are no deposits invited or accepted by the Company which are not in compliance with the requirements of Chapter V of the Companies Act, 2013.

The performance of the Company on consolidated basis is discussed at length in the Management Discussion and Analysis Report.

The Board of Directors of your Company at its meeting held on July 2, 2020, approved the composite Scheme of Amalgamation and Arrangement amongst your

Rating	ICRA	CRISIL	India Ratings and Research
Long Term	[ICRA] AA (Stable Outlook)	CRISIL AA /Stable	IND AAA/Stable
Short Term	[ICRA] A1	CRISIL A1	IND AAA/Stable/IND A1
Commercial Papers	[ICRA] A1	CRISIL A1	IND A1
Non-convertible Debentures	-	-	IND AAA/Stable

Company ("the Amalgamated Companyâ), Samvardhana Motherson International Limited ("the Amalgamating Companyâ) and Motherson Sumi Wiring India Limited ("the Resulting Companyâ) and their respective shareholders and creditors (hereinafter referred to as "the Schemeâ).

The Scheme, inter-alia, provides to (A) demerge the Domestic Wiring Harness Undertaking or DWH Undertaking (as defined in the Scheme) into the Resulting Company and (B) amalgamate the Amalgamating Company with the Company, by absorption, subsequent to the completion of the demerger referred to in (A). Further, the Scheme is subject to receipt of necessary Statutory and Regulatory approvals under applicable laws including but not limited to approval of BSE Limited and National Stock Exchange of India Limited, approval of requisite majority of the shareholders and creditors of the Company and Hon''ble National Company Law Tribunal, Mumbai Bench ("Hon''ble NCLTâ).

In respect to the Scheme, the Company had received no-observation letters from BSE Limited and National Stock Exchange of India Limited on December 4, 2020 and December 7, 2020 respectively. Thereafter, the first motion application was filed with Hon''ble NCLT on December 18, 2020 along with the Scheme for convening meetings of members of the Company.

Since the consent of secured creditors was obtained to the Scheme, the Hon''ble NCLT vide its order dated February 16, 2021, dispensed with the requirement of calling a meeting of secured creditors. Further, the Hon''ble NCLT directed to hold shareholders'' meeting on April 29, 2021 for consideration of the Scheme by the members of the Company. The Hon''ble NCLT also advised the Company to send notices of the Scheme to all regulatory authorities and seek objections / comments (if any).

The shareholders of the Company at their meeting convened and held pursuant to the order of the Hon''ble NCLT on April 29, 2021 had considered and approved the Scheme. The voting results showed that 99.44% of the non-promoter shareholders who voted, were in favour of the proposed restructuring (i.e. majority of minority requirement). Accordingly, the Scheme was approved by

(a) majority of members in number representing three-fourths in value of the members of Company; and (b) the votes cast by the public shareholders of Company in favour of the Scheme being more than the number of votes cast by the public shareholders against it.

Thereafter, the Company has filed second motion application to the Hon''ble NCLT for sanction of the Scheme and has prayed for appropriate orders and directions.

The Scheme on becoming effective, will lead to simplification of the group structure leading to growth and value creation in the long run, maximising the value and returns to the shareholders and higher stakeholders accountability. The Scheme as approved by the Board of Directors and Members of the Company is available on the website of the Company at www.motherson.com.

There is no change in the Authorized and Paid Up share Capital of the Company during the financial year ended March 31, 2021.

During the Financial year 2020-21, the Company has raised funds by issue of Non-Convertible Debentures ("NCDsâ) on a private placement basis, key terms of which are as below:

A)	NCDs allotted on April 21, 2020
A)
	Instrument	Rated, Secured, Listed, Redeemable Non-Convertible Debentures
	Amount Raised	'' 500 Crores
	Face Value	'' 10,00,000/- each
	Number of Securities	5000
	Maturity Date	April 20, 2023
	Interest Payment	7.84% Annually (Payable on April 20, 2021; April 20, 2022 and April 20, 2023)
	End Use	Proceeds used for refinancing of existing debt, and/or General corporate purpose and/or Working Capital requirement.
	Credit Rating	IND AAA/RWN by India Ratings and Research Private Limited
	ISIN	INE775A07016
	Listed on Stock Exchange	BSE Limited

B)	NCDs allotted on September 14, 2020
	Instrument	Rated, Listed, Unsecured, Redeemable Non-Convertible Debentures
	Amount Raised	'' 2130 Crore
	Face Value	'' 10,00,000/- each
	Number of Securities	21300
	Maturity Date	September 14, 2023
	Interest Payment	6.65% Annually (Payable on September 14, 2021; September 14, 2022 and September 14, 2023)
	End Use	Proceeds used for acquisition of equity (equity / compulsorily convertible equity like instrument) in and / or loans and advances to overseas joint ventures / wholly owned subsidiaries or in other overseas companies, new or existing, as strategic investment and / or any other bonafide business purposes including capital expenditure, Operating expenses and/or working capital of the Company.
	Credit Rating	IND AAA by India Ratings and Research Private Limited
	ISIN	INE775A08048
	Listed on Stock Exchange	BSE Limited

During the Financial year 2020-21, the Company has raised funds by issue of Commercial Papers, key terms of which are as below:

A) Commercial Paper issued on July 29, 2020

Instrument	Listed, Unsecured Commercial Paper
Issue Size	'' 50 Crore
Maturity Date	September 30, 2020
Interest Rate	3.85%
ISIN	INE775A14749
Listed on Stock Exchange	BSE Limited

B)	Commercial Paper issued on August 11, 2020
B)
	Instrument	Listed, Unsecured Commercial Paper
	Issue Size	'' 75 Crore
	Maturity Date	November 9, 2020
	Interest Rate	3.73%
	ISIN	INE775A14756
	Listed on Stock Exchange	BSE Limited

The details of changes in Company''s subsidiaries, joint venture or associate companies, are as following:

1. Companies which became subsidiaries (direct and

indirect) during financial year 2020-21 are as follows:

Subsidiary through incorporation:

(i) Motherson Sumi Wiring India Limited ("MSWILâ) was incorporated in India effective July 2, 2020, as a wholly owned subsidiary of your Company. MSWIL is the transferee entity for the Domestic Wiring Harness Undertaking of your Company pursuant to proposed Composite Scheme of Arrangement and Amalgamation;

(ii) SMP Automotive Interior Modules d.o.o. Cuprija was incorporated in Serbia on July 28, 2020, by SMRC Automotive Holdings Netherlands B.V., Netherlands, a step down subsidiary of the Company for manufacturing of parts and accessories for motor vehicles;

(iii) Shenyang SMP Automotive Trim Co., Ltd was incorporated in China on September 4, 2020 by Changchun Peguform Automotive Plastics Technology Co., Limited, China, a step down subsidiary of the Company. The said company was incorporated to avail incentive / subsidy scheme(s) from the local authorities for setting up of new manufacturing units in Tiexi district of Shenyang City of China;

(iv) Motherson Rolling Stocks S. de R.L. de C.V. was incorporated in Mexico on September 30, 2020 by TKV Sarjat Oy, Finland, as step down subsidiary of the Company to acquire new business from Bombardier in Mexico;

(v) Motherson Business Service Hungary Kft., was incorporated in Hungary on November 9, 2020 by SMR Automotive Mirror Technology Hungary Bt., Hungary, a step down subsidiary of

the Company to act as Shared Service Centre for SMR; and

(vi) Fuyang PKC Vehicle Technology Co., Ltd. was incorporated in Fuyang, China on November 27, 2020 by PKC Vehicle Technology (Hefei) Co. Ltd., China, a step down subsidiary of the Company to support the growth and meet the increasing demands from the customer.

2. Companies which ceased to be subsidiaries during

financial year 2020-21 are:

(i) Motherson Polymers Compounding Solutions Limited (''MPCSL''), a wholly owned subsidiary of your Company amalgamated with the Company effective from September 30, 2020. As per merger scheme, all assets and liabilities and reserves of MPCSL have been recorded in the books of account of the Company at their existing carrying amounts. Considering immaterial impact of merger, previous period comparatives were not restated in standalone financial of the Company.

(ii) MSSL M Tooling Limited, Mauritius, an indirect subsidiary of your Company through MSSL Mauritius Holding Limited has been dissolved effective from October 30, 2020; and

(iii) SMRC Automotive Interiors Management B.V., Netherlands, an indirect subsidiary of your Company through Samvardhana Motherson Automotive Systems Group B.V., Netherlands has been dissolved effective from March 24, 2021.

Details of subsidiaries of the Company, their performance are covered in Management Discussion and Analysis Report forming part of this Report.

The Company''s exports during the year were '' 8,576 million as against '' 9,975 million in the previous financial year. The Company continues to make its efforts towards achieving higher growth by providing cost competitive

quality solutions to its customers. In addition, the Company has facilities globally, to provide service to the customers as well as enhance customer relationships.

The Board of Directors met eleven (11) times during the financial year 2020-21 and the details of same are given in the Corporate Governance Report forming part of this Annual Report. The intervening gap between two consecutive meetings was not more than one hundred and twenty (120) days as prescribed by the Companies Act, 2013 and the Listing Regulations.

The Board of Directors regret to inform you about sad demise of Mr. Sushil Chandra Tripathi, IAS (Retd.), an Independent Director of the Company on May 19, 2021 due to COVID-19. Mr. Tripathi was appointed as Director of the Company on September 10, 2012. During his distinguished career, he held many important assignments in Uttar Pradesh and Central Government. He retired as Secretary of the Ministry of Petroleum in Government of India. He was a visionary and an industry stalwart, managing diverse roles across various industries in his long career. He was a fountainhead of knowledge and a source of inspiration for the Company. Mr. Tripathi made significant contribution as a member of the Board and was Chairman of the Audit Committee, as well as Lead Independent Director. During his association, the Company benefited immensely from his valuable guidance and contributions at the Board and its various committees. The Board of Directors on behalf of all the members and employees of the Company convey deepest condolences to his family.

The Board of Directors of the Company, based on the recommendation of the Nomination and Remuneration Committee, in its meeting held on August 10, 2021 appointed Ms. Rekha Sethi (DIN: 06809515) as an Additional and Independent Director, not liable to retire by rotation, for a period of 5 (five) years commencing from August 10, 2021 to August 9, 2026, subject to approval of the shareholders. The Board recommends appointment of Ms. Rekha Sethi as Independent Director of the Company for approval of the members at the ensuing 34th Annual General Meeting ("AGMâ) of the Company.

As per provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Takeshi Fujimi (nominee of Sumitomo Wiring Systems Limited, Japan ("SWSâ)) and Mr. Pankaj Mital, Directors of the Company, retire by rotation in the ensuing AGM. Mr. Takeshi Fujimi and Mr. Pankaj Mital being eligible seeks their re-appointment. Accordingly, the Board of Directors

recommend the re- appointment of Mr. Takeshi Fujimi and Mr. Pankaj Mital to the members of the Company.

The members of the Company in their 30th AGM held on August 21, 2017 re-appointed Mr. Pankaj Mital as Wholetime Director (WTD) designated as Chief Operating Officer (COO) for a period from April 1, 2017 to September 30, 2021. Based on the recommendation of Nomination and Remuneration Committee and keeping in view of the vast experience of Mr. Pankaj Mital in the Automobile Industry, the Board of Directors in its meeting held on August 10, 2021 re-appointed Mr. Pankaj Mital, as WTD designated as COO of the Company for a further period of five (5) years effective from October 1, 2021 to September 30, 2026, liable to retire by rotation, subject to approval of the shareholders. The Board recommends appointment of Mr. Pankaj Mital as WTD designated as COO of the Company for approval of the members at the ensuing 34th AGM of the Company.

The details of appointment/re-appointment of the Directors of the Company are mentioned in Explanatory Statement under section 102 of the Companies Act, 2013 and annexure to the 34th AGM Notice of the shareholders.

During the year, Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board of Directors and Committee(s). The details of remuneration and/ or other benefits of the Independent Directors are mentioned in the Corporate Governance Report.

The Audit Committee of the Board for the financial year ended March 31, 2021 was comprised of Mr. Sushil Chandra Tripathi, IAS (Retd.) as Chairman, Mr. Arjun Puri, Mr. Gautam Mukherjee, Ms. Geeta Mathur as Independent Directors and Mr. Shunichiro Nishimura, Mr. Laksh Vaaman Sehgal as Members. During the year all the recommendations made by the Audit Committee were duly accepted by the Board.

Further, consequent upon vacation of the office of Mr. Sushil Chandra Tripathi as director of the Company, the Board of Directors of the Company inducted Mr. Naveen Ganzu as member of the Audit Committee effective from May 28, 2021. Accordingly the re-constituted Audit Committee now comprise of the following:

1. Mr. Shunichiro Nishimura

2. Mr. Arjun Puri

3. Mr. Gautam Mukherjee

4. Ms. Geeta Mathur

5. Mr. L.V. Sehgal

6. Mr. Naveen Ganzu

In terms of the provisions of section 203 of the Companies Act, 2013, during the financial year under review the Company has following whole-time Key Managerial Personnel:

1. Mr. Pankaj Mital, Whole-time Director and Chief Operating Officer

2. Mr. G.N. Gauba, Chief Financial Officer

3. Mr. Alok Goel, Company Secretary

Your Company made the following acquisitions:

(a) The Company''s material subsidiary Samvardhana Motherson Automotive Systems Group B.V., Netherland ("SMRP BVâ), acquired 75% stake in Plast Met Plastik Metal Sanayi lmalat ve Ticaret Anonim Sirketi (PM-Bursa) and Plast Met Kahp Sanayi lmalat ve Ticaret Anonim Sirketi (PM-Istanbul) to enhance diversification across customer portfolio and have access to significant Turkish automotive market. The closing for above transaction was on April 29, 2021.

(b) Motherson Rolling Stocks S. de R.L. de C.V. ("MRSâ), a wholly owned indirect subsidiary of your Company through PKC Group Oy, had acquired Bombardier Transportation''s manufacturing site for Electrical Wiring Interconnection Systems in Huehuetoca,

Mexico to establish a long-term supplier partnership for electrical harnesses and assemblies in the Americas region. The closing for above transaction was on May 1, 2021.

The criteria for evaluation under different categories depends on the role the person(s)/group(s) plays in the Company. The criteria for every evaluation for the FY 2020-21 was decided at every level depending on the functions, responsibilities, competencies required, nature of business etc., detailed as below:

Person(s)/ Group(s)	Evaluation Criteria
Chairman of the Company	Leadership, steering skills, impartiality, commitment, ability to keep shareholder''s interest in mind etc.
Board	The board composition and structure, meetings of the Board, effectiveness of board processes and its functions, monitoring effectiveness of Governance practices, evaluation of performance of management and providing their feedback etc.
Committees of the Board	The composition of Committees, structure of Committees, effectiveness of Committee meetings, independence of the Committees from the Board, contribution to the decisions of the Board etc.
Executive/ Non-Executive/ Independent Director(s)	Criteria for all type of Directors-qualification, experience, knowledge and competencies, fulfilment of functions, commitment and their participation and contribution at the Board meetings and Committee meetings etc. Additional criteria in case of Independent Directors, i.e., independent from the Company and other Directors, providing independent views and judgement.

In a separate meeting of Independent Directors held during the financial year 2020-21, performance of NonIndependent Directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of executive Directors and nonexecutive Directors. The Independent Directors at their meeting held, also assessed the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

In the board meeting that followed the meeting of the Independent Directors and meeting of Nomination and Remuneration Committee, the performance of the board, its committees and individual directors was also discussed. Performance evaluation of Independent Directors was done by the entire board, excluding the Independent Directors being evaluated.

Pursuant to section 134(3)(c) of the Companies Act, 2013 and subject to disclosures in the Annual Accounts, your Directors state as under :-

(a) That in preparation of the annual accounts for the financial year ended March 31, 2021, the applicable Accounting Standards have been followed and there are no material departures;

(b) That the Directors have selected appropriate Accounting Policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year March 31, 2021 and of the profit of the Company for that period;

(d) That the Directors have prepared the annual accounts on a going concern basis;

(e) That the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(f) That the Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Statutory Auditors

The notes on the financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

The Auditors Report annexed with this Annual Report, does not contain any qualification, reservation or adverse remarks.

During the Financial Year 2020-21, the Auditors have not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3)(ca) of the Companies Act, 2013.

Cost Auditor

Secretarial Auditor

The Report given by the Secretarial Auditor is annexed herewith and forms integral part of this Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

During the year, the Company had received various awards and recognitions, which have been described in

"Awards and Recognitionâ section, forming part of the Annual Report.

Pursuant to Policy on Related Party Transaction of the Company, all contracts/ arrangements/ transactions entered by the Company during financial year with related parties which were on arm''s length basis and were in ordinary course of business were approved by the Audit Committee. During the year, the Company had not entered into any contract / arrangement/ transaction with related parties which could be considered material for which shareholders'' approval is required in accordance with the policy of the Company on materiality of related party transactions. Thus, provisions of section 188(1) of the Companies Act, 2013 are not applicable to the Company.

Pursuant to the provision of applicable Listing Regulations, all related party transactions are placed before the Audit Committee for approval including the transaction under section 188 of the Companies Act, 2013 and regulation 23 of Listing Regulations. Prior omnibus approval of the Audit Committee has been obtained for transactions which are foreseen and repetitive in nature and where the need for related party transaction cannot be foreseen, audit committee granted omnibus approval for such transactions having value upto rupees one crore per transaction. The transactions entered into pursuant to omnibus approval were presented to the Audit Committee on quarterly basis by way of a statement giving details of all related party transactions.

Your Directors draw attention of the members to Note No. 40 to standalone financial statement which sets out related party disclosures.

Approval of Related Party Transactions to be undertaken by Motherson Sumi Wiring India Limited after demerger of Domestic Wiring Harness Business ("DWH Business")

Subject to the receipt of approval of the Hon''ble NCLT and other approval(s), pursuant to the Composite Scheme of Amalgamation and Arrangement amongst your Company, Samvardhana Motherson International Limited and Motherson Sumi Wiring India Limited ("MSWIL"), the DWH Business of your Company will be transferred to MSWIL

At present, DWH Business being carried on as a part of the business of the Company and will continue to be carried on as such, till the Scheme becomes effective. The Company (either directly or through its subsidiaries or joint ventures) has, over the years, developed an inhouse value chain of these products through various backward integration initiatives which give it a distinct cost advantage. Accordingly, DWH Business has various inter-dependencies, inter-alia, with remaining business of the Company (including subsidiaries and joint ventures of Samvardhana Motherson International Limited ("SAMIL") which will become subsidiaries and joint ventures of the Company pursuant to the Scheme).

To ensure that, post the demerger, the benefit of the in-house value chain continues to be available to all the businesses, certain related party transactions will be carried out by MSWIL with your Company, Sumitomo Wiring Systems Limited (SWS) including their subsidiaries and joint venture companies and other related parties.

In this respect, as a matter of abundant caution and good corporate governance the approval of the shareholders of the Company was sought at its Extra-ordinary General Meeting held on April 29, 2021. The shareholders of the Company in the said meeting had approved various related party transactions to be undertaken by MSWIL, as more particularly mentioned in the Notice for the said meeting read with the explanatory statement attached thereto pursuant to section 102 of the Companies Act, 2013. The Notice convening the said meeting is as placed on the website of the Company at www.motherson.com.

On demerger becoming effective the shareholding of MSWIL will be a mirror-image of your Company. Since prior to the Scheme becoming effective, your Company is the ultimate shareholder of MSWIL, the said related party transactions approved by the shareholders of your Company will be deemed to be an approval obtained by MSWIL as per the requirements of the Listing Regulations.

Information under section 134(3)(m) of the Companies Act, 2013, read with rule 8(3) of Companies (Accounts) Rules, 2014 is given in Annexure-A to this Report.

Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as prescribed under the Listing Regulations. A separate section on Corporate Governance forming a part of Annual Report and the requisite certificate from the Company''s Auditors confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

Business Responsibility Report:

Pursuant to regulation 34(2)(f) of the Listing Regulations, the Business Responsibility Report describing the initiatives taken by your Company from an environmental, social and governance perspective, in the prescribed format is available as a separate section of the Annual Report.

Dividend Distribution Policy:

The Equity shares of your Company are presently listed at the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE).

NCDs issued and allotted by your Company during the financial year 2020-21 are listed on BSE Limited (BSE).

The listing fees for the financial year 2021-22 have been paid to the said Stock Exchanges.

The Company''s equity shares continue to remain listed on NSE and BSE while its NCDs remain listed on BSE.

Details about Internal controls and their adequacy are set out in the Management Discussion & Analysis Report which forms part of this report.

On recommendation of the Risk Management Committee, the Board of Directors of your Company in its meeting held on November 10, 2020 adopted the amended Risk Management Policy for the Company. The development and implementation of Risk Management Policy has been covered in the Management Discussion and Analysis

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In accordance with the requirements of section 135 of the Companies Act, 2013, your Company has a Corporate Social Responsibility (CSR) Committee. The CSR Committee comprises of Mr. Vivek Chaand Sehgal (Chairman), Mr. Arjun Puri, Independent Director and Mr. Laksh Vaaman Sehgal, Non-Executive Director.

Annual report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended as Annexure-C and forms integral part of this Report.

Thought Arbitrage Consultancy has been appointed by the Board of Directors as an independent external ombudsman under this Whistle-blower mechanism.

In accordance with the provisions of Section 92(3) read with section 134(3)(a) of the Companies Act, 2013 and Rules framed thereunder, an annual return in the prescribed format for the financial year 2020-21 is available on the website of the Company at www.motherson.com.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Committee composed of internal members and an external member who has extensive experience in the field.

During the Financial Year 2020-21, there were no cases filed under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and

Notice of the AGM along with the Annual Report 202021 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice and Annual Report 2020-21 will also be available on the Company''s website www.motherson. com, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www. bseindia.com and www.nseindia.com respectively. The above are in compliance with General Circular No. 14/2020 dated April 8, 2020 read with General Circular No. 17/2020 dated April 13, 2020, General Circular No. 22/2020 dated June 15, 2020, General Circular No. 33/2020 dated September 28, 2020, General Circular No. 39/2020 dated December 31, 2020 and General Circular No. 02/2021 dated January 13, 2021 issued by the Ministry of Corporate Affairs, Government of India issued by Ministry of Corporate Affairs and circular no. SEBI/HO/ CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 issued by the Securities and Exchange Board of India.

Last but not the least the Board of Directors wish to thank all the stakeholders of the Company and the collaborator Sumitomo Wiring Systems Limited, Japan for their continuous support.

For and on behalf of the Board For Motherson Sumi Systems Limited

Vivek Chaand Sehgal Place : Dubai Chairman

Date : August 10, 2021 DIN:00291126

Mar 31, 2019

BOARD''S REPORT

To the Members,

The Directors have the pleasure in presenting the 32nd Annual Report together with the audited financial statements of the Company for the financial year ended March 31, 2019. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

The summarized financial results for the year ended March 31, 2019 and for previous year ended March 31, 2018 are as follows:

Rs,in Million

Particulars	Standalone		Consolidated
	March 31, 2019	March 31, 2018	March 31, 2019	March 31, 2018
Gross Revenue from operations	75,813	76,673	635,229	565,213
Net Revenue from operations	75,813	74,561	635,229	562,933
Other Income	1,865	1,404	2,202	1,701
Profit before depreciation, interest and tax	14,593	14,723	55,686	52,927
Less: Depreciation and amortization expense	2,193	2,183	20,582	15,752
Less: Finance Costs	176	433	4,232	4,108
Less: Exceptional Expenses	-	-	-	1,777
Add: Share of profit / (loss) in associates	-	-	1,131	1,381
Profit Before Tax	12,224	12,107	32,003	32,671
Less: Provision for Tax	4,086	3,316	11,022	10,072
Less: Minority Interest	-	-	4,850	6,629
Profit after tax	8,138	8,791	16,131	15,970
Add: Balance brought forward	27,258	23,467	59,338	48,310
Profit available for appropriation	35,396	32,258	75,469	64,280

On consolidated basis for the financial year 2018-19, your Company achieved total revenue of Rs,635,229 million resulting in a growth of about 13% over its revenue of Rs,562,933 million of the previous financial year ended March 31, 2018. Net profit for the year at Rs,16,131 million was higher by 1% over the previous year''s net profit of Rs,15,970 million.

On standalone basis for the financial year 2018-19, your Company achieved total revenue of Rs,75,813 million resulting in a growth of about 2% over its total revenue of Rs,74,561 million of the previous financial year ended March 31, 2018. The profit after tax for the year ended March 31, 2019 at Rs,8,138 million.

The operational performance of the Company has been comprehensively covered in the Management Discussion and Analysis Report.

The Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations") is presented in a separate section forming part of the Annual Report.

During the financial year, your Company had increased the Authorized Share Capital from the existing Rs,312,30,00,000/-(Rupees Three Hundred Twelve Crore and Thirty Lacs only) divided into 287,30,00,000 (Two Hundred Eighty Seven Crore and Thirty Lacs) Equity Shares of Rs,1 (Rupee One) each and 2,50,00,000 (Two Crore Fifty Lacs) Preference Shares of Rs,10 (Rupees Ten) each to Rs,630,00,00,000 (Rupees Six Hundred Thirty Crores only) by creation of additional 317,70,00,000 (Three Hundred Seventeen Crore Seventy Lacs) Equity Shares of Rs,1 (Rupee One) each.

The aforesaid increase in Authorized Share Capital was approved by the shareholders through postal ballot for which results were declared on October 18, 2018.

During the financial year, your Company has allotted 105,26,44,746 equity shares of face value of Rs,1 (Rupee One) each on account of the issue of Bonus Shares on November 1, 2018 in the ratio of one equity share against two equity shares held. This is ninth time the Company has rewarded its shareholders through a Bonus Issue.

After the allotment of Bonus Shares, the paid-up capital of the Company increased to Rs,3,157,934,237 divided into 3,157,934,237 equity shares of Rs,1 (Rupee One) each.

Issue of bonus shares were approved by the shareholders through postal ballot for which results were declared on October 18, 2018.

The Directors are pleased to recommend for approval of the members a payment of dividend of Rs,1.50 per share (face value of Rs,1 each) on the expanded Share Capital of the Company for the financial year ended March 31, 2019 to the equity shareholders.

The dividend, if approved by the members, would involve total cash outflow on account of dividend including dividend tax of Rs,5,711 Million resulting in a payout of 70% of the standalone profits of the Company and 35% of the consolidated profits of the Company.

The Company continues to enjoy "Baa3â rating by Moody''s Investors Service, for its foreign currency and local currency issuer ratings to the Company.

CRISIL has assigned its Corporate Credit Rating of CRISIL AA /Stable for long term loans and short term rating of ''CRISIL A1 '' for its commercial paper program of Rs,1,500 million.

During the year ICRA upgraded its long term rating to [ICRA]AA from [ICRA]AA and short term rating continues at [ICRA]A1 for Rs,18,082.7 million line of Credit (LOC).

The Company continues to enjoy "A1 â rating by ICRA for its commercial paper / short-term debt program of Rs,1,500 million.

During the year India Ratings & Research assigned IND A1 for short term loans and IND AAA/Stable for long term loans.

Further, Standard & Poors Global Ratings ("S&Pâ) has continued its outlook on Samvardhana Mothers on Automotive Systems Group B.V., Netherlands (SMRP BV), a subsidiary of the Company, to positive affirming ''BB '' long-term corporate credit rating on SMRP BV and Fitch Ratings ("Fitchâ) has rated SMRP BV at BB and continued to rate outstanding secured bonds of SMRP BV at BBB-SMRP BV.

The strong credit ratings by leading agencies reflect the Company''s established market position in the automotive components industry, its well-diversified customer base across geographies and product segments and its healthy relationships with leading global original equipment manufacturers (OEMs).

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

In accordance with the Companies Act, 2013 and Ind AS 110 - Consolidated Financial Statements read with Ind AS 28 - Investments in Associates and Ind AS 31 - Interests in Joint Ventures, the audited consolidated financial statement is provided in the Annual Report.

The performance of the Company on consolidated basis is discussed at length in the Management Discussion and Analysis Report.

Acquisition of Reydel Automotive Group by Samvardhana Mothers on Automotive Systems Group B.V., a subsidiary of the Company

The Company''s step down subsidiary Samvardhana Mothers on Automotive Systems Group B.V. ("SMRP BVâ) had completed acquisition of Reydel Automotive Group ("Reydelâ) on August 2, 2018. Thereafter, the name of Reydel has been changed to Samvardhana Mothers on Reydel Companies ("SMRCâ). SMRC is in the business of manufacturing interior components and modules for global automotive customers.

Acquisition by Mothers on Rolling Stock Systems GB Limited, U.K., a subsidiary of the Company#

Mothers on Rolling Stock Systems GB Limited, UK ("MRSSâ), (a wholly owned subsidiary of Mothers on Sumi Systems Ltd. through PKC Group Ltd.), has signed a definitive agreement on February 28, 2019 with Bombardier Transportation (Rolling Stock) UK Ltd. ("Bombardierâ) to acquire Bombardier''s assets in connection with the production and installation of electrical components and systems for applications in the rail industry, comprising among others, the manufacturing of wiring harnesses, panel and cabinet build and electromechanical assemblies in Derby, UK.

Through this acquisition, the Company will expand its supply of electricals and wiring systems to Bombardier Transportation, to cover UK rolling stock projects. The transaction includes transfer of assets, employee and inventories, on debt free and cash free basis and is valued at GBP 10.87 million (approx). The transaction has been completed in the month of April 2019.

#Completed subsequent to the financial year 2018-19.

The details of changes in Company''s subsidiaries, joint venture or associate companies, are as following:

1. Companies which became subsidiaries (direct and indirect) during financial year 2018-19 are as follows:

a. Subsidiary through incorporation:

(i) MSSL M Tooling Limited, Mauritius;

(ii) Mothers on Rolling Stock Systems GB Limited, UK;

(iii) Mothers on Innovations LLC;

(iv) Mothers on Ossia Innovations LLC; and

(v) Samvardhana Mothers on Corp Management Shanghai Co. Ltd.

b. Subsidiary through acquisition:

(i) SMRC Automotive Holdings B.V. (formerly Reydel Automotive Holdings B.V.); and

(ii) SMRC Automotive Interiors Management B.V. (formerly Reydel Automotive Management B.V.).

Further, with the acquisition of Reydel Automotive Group, its following subsidiaries have also become the subsidiary of the Company:-

(i) SMRC Automotive Holdings Netherlands (formerly B.V. Reydel Automotive B.V.);

(ii) SMRC Automotives Techno Minority Holdings B.V. (formerly Reydel Automotive Minority Holdings B.V.);

(iii) SMRC Smart Automotive Interior Technologies USA, LLC (formerly Reydel Automotive USA, LLC);

(iv) SMRC Automotive Modules France SAS (formerly Reydel Automotive France SAS);

(v) Samvardhana Mothers on Reydel Automotive Parts Holding Spain, S.L.U. (formerly Reydel Automotive Holding Spain, S.L.U);

(vi) SMRC Automotive Interiors Spain S.L.U. (formerly Reydel Automotive Spain, S.L.U);

(vii) SMRC Automotive Interior Modules Croatia d.o.o. (formerly Reydel Automotive Croatia d.o.o.);

(viii) Samvardhana Mothers on Reydel Autotecc Morocco SAS (formerly Reydel Automotive Morocco SAS);

(ix) SMRC Automotive Technology RU LLC (formerly Reydel Automotive Rus LLC);

(x) SMRC Smart Interior Systems Germany GmbH (formerly Reydel Automotive Germany GmbH);

(xi) SMRC Automotive Interiors Products Poland SA (formerly Reydel Automotive Poland SA);

(xii) SMRC Automotive Solutions Slovakia s.r.o. (formerly Reydel Automotive Slovakia s.r.o.);

(xiii) SMRC Automotive Holding South America B.V. (formerly Reydel Automotive South America B.V.);

(xiv) SMRC Automotive Modules South America Minority Holdings B.V. (formerly Reydel Automotive South America Minority Holdings

B.V.);

(xv) SMRC Automotive Tech Argentina S.A. (formerly Reydel Automotive Argentina SA);

(xvi) SMRC Fabricagao e Comercio de Produtos Automotivos do Brasil Ltd. (formerly Reydel Automotive Brazil Industria e Comercio de Sistemas Automotivos Ltd.);

(xvii) SMRC Automotive Products India Pvt. Ltd. (formerly Reydel Automotive India Pvt. Ltd.);

(xviii) SMRC Automotive Smart Interior Tech (Thailand) Ltd. (formerly Reydel Automotive Thailand Ltd.);

(xix) SMRC Automotive Interiors Japan Ltd. (formerly Reydel Automotive Japan Ltd.);

(xx) Shanghai SMRC Automotive Interiors Tech Consulting Co. Ltd. (formerly Shanghai Reydel Automotive Technology Consulting Co. Ltd.);

(xxi) PT SMRC Automotive Technology Indonesia (formerly PT Reydel Automotive Indonesia);

(xxii) Yujin SMRC Automotive Techno Corp. (formerly Yujin- Reydel Corp.);and

(xxiii) SMRC Automotives Technology Phil Inc. (formerly Reydel Automotive Phils Inc.).

2. Companies which ceased to be subsidiaries during

financial year 2018-19 are:

(i) Global Environment Management Australia Pty. Ltd. (dissolved on April 20, 2018); and

(ii) MSSL Overseas Wiring Systems Limited, U.K. (dissolved on January 29, 2019).

3. Company which became joint venture during financial year 2018-19 is:

(i) Tianjin Huaxiang Automotive Parts Co., Ltd., China (Wholly owned subsidiary of Ningbo SMR Huaxiang Automotive Mirrors Co. Ltd., a joint venture company).

In accordance with section 129(3) of the Companies Act, 2013, the consolidated financial statements of the Company including its subsidiaries, associate and joint venture companies form part of the Annual Report.

Details of subsidiaries of the Company and their performance are covered in Management Discussion and Analysis Report forming part of this Report.

The Company''s exports during the year were '' 9,878 million as against Rs,8,402 million in the previous financial year. The Company continues to make its efforts towards achieving higher growth by providing cost competitive quality solutions to its customers. In addition, the Company has facilities globally, to provide service to the customers as well as enhance customer relationships.

As per provisions of the Companies Act, 2013 and the

Articles of Association of the Company, Ms. Noriyo Nakamura (nominee of Sumitomo Wiring Systems Limited, Japan ("SWSâ)) and Mr. Pankaj Mital, Directors of the Company, retire by rotation in the ensuing Annual General Meeting. Ms. Noriyo Nakamura has shown her unwillingness for re-appointment. Mr. Pankaj Mital, Wholetime Director being eligible seeks his re-appointment. Accordingly, the Board of Directors recommend the reappointment of Mr. Pankaj Mital to the members of the Company.

The members in 27th Annual General Meeting ("AGMâ) held on August 25, 2014, inter-alia, appointed Mr. S.C. Tripathi, IAS (Retd.), Mr. Arjun Puri, Mr. Gautam Mukherjee and Ms. Geeta Mathur as Independent Director(s) to hold office for five (5) consecutive years for a term upto 32nd AGM to be held in the year 2019. Mr. S.C. Tripathi, IAS (Retd.), Mr. Arjun Puri, Mr. Gautam Mukherjee and Ms. Geeta Mathur are eligible for re-appointment for a second term of five (5) consecutive years. Accordingly, pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, based on the recommendation of the Nomination and Remuneration Committee, the Board recommends to the members for the reappointment of Mr. S.C. Tripathi, IAS (Retd.), Mr. Arjun Puri, Mr. Gautam Mukherjee and Ms. Geeta Mathur for second term of five (5) consecutive years, as mentioned in the notice convening 32nd Annual General Meeting of the Company, through special resolution(s).

The details of appointment/re-appointment of the Directors of the Company are mentioned in the Explanatory Statement under section 102 of the Companies Act, 2013 and annexure to the Notice of the 32nd AGM.

During the year, Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board of Directors and Committee(s). The details of remuneration and/ or other benefits of the Independent Directors are mentioned in the Corporate Governance Report.

In terms of the provisions of section 203 of the Companies Act, 2013, during the financial year under review the Company has following Key Managerial Personnel:

(a) Mr. Pankaj Mital, Whole-time Director and Chief Operating Officer;

(b) Mr. G.N. Gauba, Chief Financial Officer; and

Mr. G.N. Gauba was acting as Chief Financial Officer & Company Secretary till April 2, 2018 and re-designated as Chief Financial Officer effective April 2, 2018. Mr. Alok Goel was appointed as the Company Secretary effective April 2, 2018.

There is no other material change(s) and commitments between the end of financial year and the date of this report.

The Board of Directors met seven (7) times during the financial year 2018-19 and the details of same are given in the Corporate Governance Report forming part of this Annual Report.

The intervening gap between consecutive meetings was not more than one hundred and twenty (120) days as prescribed by the Companies Act, 2013 and the Listing Regulations.

The Audit Committee of the Board is comprised of Mr. S.C. Tripathi, IAS (Retd.) as Chairman, Mr. Arjun Puri, Mr. Gautam Mukherjee, Ms. Geeta Mathur as Independent Directors and Mr. Shunichiro Nishimura, Mr. Laksh Vaaman Sehgal as Members. During the year all the recommendations made by the Audit Committee were duly accepted by the Board.

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and Individual Directors pursuant to the provisions of the Act and Listing Regulations.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

In a separate meeting of Independent Directors, performance of non-independent directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In the board meeting that followed the meeting of the Independent Directors and meeting of Nomination and Remuneration Committee, the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

In adherence to the provisions of Section 134(3)(e) and 178(1) & (3) of the Companies Act, 2013, the Board of Directors upon recommendation of the Nomination and Remuneration Committee approved a policy on Director''s appointment and remuneration, including, criteria for determining qualifications, positive attributes, independence of a Director and other matters. The said Policy extract is covered in Corporate Governance Report which forms part of this Report and is also uploaded on the Company''s website at www.Mothers on.com.

Pursuant to section 134(3)(c) of the Companies Act, 2013 and subject to disclosures in the Annual Accounts, your Directors state as under :-

a) That in preparation of the annual accounts for the financial year ended March 31, 2019, the applicable Accounting Standards have been followed and there are no material departures;

b) That the Directors have selected appropriate Accounting Policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year March 31, 2019 and of the profit of the Company for that period;

c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That the Directors have prepared the annual accounts on a going concern basis;

e) That the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) That the Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Statutory Auditors

As per section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the Members of the Company in 30th AGM approved the appointment of M/s. S. R. Batliboi & Co. LLP, Chartered Accountants, (Firm Registration No. 301003E/IE300005), as the Statutory Auditors of the Company for a term of 5 (five) years, i.e., from the conclusion of 30th AGM till the conclusion of 35th AGM of the Company, to be held in the year 2022. Pursuant to amendments in Section 139 of the Companies Act, 2013, the requirements to place the matter relating to such appointment for ratification by members at every AGM has been omitted with effect from May 7, 2018.

The notes on the financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

The Auditors Report annexed with this Annual Report, does not contain any qualification, reservation or adverse remarks.

During the Financial Year 2018-19, the Auditors have not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3)(ca) of the Companies Act, 2013.

Cost Auditor

As per recommendation of the Audit Committee, the Board of Directors has appointed M/s. M.R. Vyas

& Associates, Cost and Management Accountants (Registration No. 101394) as Cost Auditor for conducting the audit of cost records of the Company for the financial year 2018-19.

Pursuant to the section 148 of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules, 2014, the cost accounts and records are duly made and maintained by the Company as specified by the Central Government under section 148(1) of the Companies Act, 2013.

Secretarial Auditor

The Secretarial Audit was carried out by M/s. SGS Associates, Company Secretaries (CP No. 1509) for the financial year ended March 31, 2019. The Report given by the Secretarial Auditor is annexed herewith and forms integral part of this Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

During the year, the Company had received various awards and recognitions, which have been described in "Awards and Recognitionâ section, forming part of the Annual Report.

All contracts/ arrangements/ transactions entered by the Company during financial year with related parties were on arm''s length basis and were in ordinary course of business. During the year, the Company had not entered into any contract / arrangement/ transaction with related parties which could be considered material for which shareholders'' approval is required in accordance with the policy of the Company on materiality of related party transactions. Thus, provisions of section 188(1) of the Companies Act, 2013 are not applicable to the Company.

Pursuant to the provision of applicable Listing Regulations, all related party transactions are placed before the Audit Committee for approval including the transaction under section 188 of the Companies Act, 2013 and regulation 23 of Listing Regulation, i.e. the transactions which are unforeseen and within the limit of Rs,10 million. Prior omnibus approval of the Audit Committee has been obtained for transactions which are foreseen and repetitive in nature. The transactions entered into pursuant to omnibus approval are presented to the Audit Committee by way of a statement giving details of all related party transactions.

The Company has developed a Related Party Transactions Manual, Standard Operating Procedures for purpose of identification and monitoring of such transactions. The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website (as amended from time to time).

Your Directors draw attention of the members to Note No. 40 to standalone financial statement which sets out related party disclosures.

Information under section 134(3)(m) of the Companies Act, 2013, read with rule 8(3) of Companies (Accounts) Rules, 2014 is given in Annexure-A to this Report.

The Statement containing the particulars of employees as required under section 197(12) of the Companies Act, 2013 read with rule 5(2) and other applicable rules (if any) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of section 136 of the Companies Act, 2013 the said annexure is open for inspection at the registered office of the Company during the working hours. Any member interested in obtaining a copy of the same may write to the Company.

Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as prescribed under the Listing Regulations. A separate section on Corporate Governance, forming a part of this Report and the requisite certificate from the Company''s Auditors confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

Business Responsibility Report:

Pursuant to regulation 34(2)(f) of the Listing Regulations, the Business Responsibility Report by describing the initiatives taken from an environmental, social and governance perspective, in the prescribed format is available as a separate section of the Annual Report.

Dividend Distribution Policy:

As per regulation 43A of the Listing Regulations, the Dividend Distribution Policy of your Company is disclosed in the Corporate Governance Report and is also uploaded on the Company''s website.

Equity shares of your Company are presently listed at the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE).The listing fees for the financial year 201920 have been paid to the said Stock Exchanges.

The Securities and Exchange Board of India (SEBI) vide its order dated 19 November, 2014 has withdrawn the recognition granted to Delhi Stock Exchange Limited (DSE).Therefore, the shares of your Company are deemed to be delisted from DSE. The Company''s shares continue to remain listed on NSE and BSE.

Details about Internal controls and their adequacy are set out in the Management Discussion & Analysis Report which forms part of this report.

The Board of Directors had constituted Risk Management Committee to identify elements of risk in different areas of operations and to develop policy for actions associated to mitigate the risks. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continual basis.

The development and implementation of risk management policy has been covered in the Management Discussion and Analysis Report, which forms part of this report.

There are no significant material orders passed by the Regulators / Courts which impact the going concern status of the Company and its future operations.

In accordance with the requirements of section 135 of the Companies Act, 2013, your Company has a Corporate Social Responsibility (CSR) Committee. The CSR Committee comprises of Mr. V.C. Sehgal (Chairman), Mr. Arjun Puri, Independent Director and Mr. Laksh Vaaman Sehgal, Non-Executive Director.

responsibility.html.

Annual report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended as Annexure-C and forms integral part of this Report.

The Company is, inter-alia, also performing CSR activities through Swarn Lata Mothers on Trust which has been established for the sole purpose of CSR activities. Further, the Company continue to carry out CSR activities as specified under schedule VII to the Companies Act, 2013.

The Company has established a vigil mechanism which incorporates a whistle blower policy in terms of the Companies Act, 2013 and the Listing Regulations for Directors and employees to report their genuine concerns. The objective of the Policy is to create a window for any person who observes an unethical behavior, actual or suspected fraud, or violation of the Company''s Code of Conduct or ethics policy (hereinafter "Unethical and Improper Practicesâ), either organizationally or individually to be able to raise it.

Thought Arbitrage Consultancy has been appointed by the Board of Directors as an independent external ombudsman under this Whistle-blower mechanism.

In accordance with section 92(3) and section 134(3)(a) of the Companies Act, 2013 and rules framed thereunder, an extract of the annual return for the financial year 2018-19 in the prescribed Form MGT-9 is attached herewith as Annexure-D, which is part of this Report. The same is also available on the website of the Company at https://www.Mothers on.com/assets/annual-report/ Annual_Report_2018-19.pdf.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Committee composed of internal members and an external member who has extensive experience in the field.

During the Financial Year 2018-19, there were no cases filed under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Electronic copy of the Annual Report 2018-19 and the Notice of the 32nd AGM Annual General Meeting are sent to all members whose e-mail addresses are registered with the Company / depository participant(s). For members who have not registered their e-mail addresses, physical copy are sent in the permitted mode.

Last but not the least the Board of Directors wish to thank all the stakeholders of the Company and the collaborator Sumitomo Wiring Systems Limited, Japan for their continuous support.

For and on behalf of the Board

For Mothers on Sumi Systems Limited

Place: Noida V. C. Sehgal

Date: May 27, 2019 Chairman

Mar 31, 2018

To the members,

The Directors have the pleasure in presenting the 31^st Annual Report together with audited financial statements of the Company for financial year ended March 31, 2018. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

The summarized financial results for year ended March 31, 2018 and for previous year ended March 31, 2017 are as follows:

Rs, in Million

Particulars	Standalone		Consolidated
	March 31, 2018	March 31, 2017	March 31, 2018	March 31, 2017
Gross Revenue from operations	76,673	70,021	565,213	431,570
Net Revenue from operations	74,561	62,867	562,933	423,755
Other Income	1,404	1,680	1,701	2,642
Profit before depreciation, interest and tax	14,723	13,829	52,927	44,310
Less: Depreciation and amortization expense	2,183	1,977	15,752	10,591
Less: Finance Costs	433	124	4,108	3,749
Less: Exceptional Expenses	-	-	1,777	974
Add: Share of profit / (loss) in associates	-	-	1,381	1,831
Profit Before Tax	12,107	11,728	32,671	30,827
Less: Provision for Tax	3,316	3,455	10,072	9,103
Less: Minority Interest	-	-	6,629	6,181
Profit after tax	8,791	8,273	15,970	15,543
Add: Balance brought forward	23,467	15,238	48,310	32,661
Profit available for appropriation	32,258	23,511	64,280	48,204

On consolidated basis for financial year 2017-18, your company achieved total revenue of Rs, 562,933 million resulting in a growth of about 33% over its revenue of Rs, 423,755 million of previous financial year ended March 31, 2017. The profit after tax for financial year ended March 31, 2018 at Rs, 15,970 million was higher by 3% from previous financial year ended March 31, 2017 at Rs, 15,543 million.

On standalone basis for financial year 2017-18, your company achieved total revenue of Rs, 74,561 million resulting in a growth of about 19% over its total revenue of Rs, 62,867 million of previous financial year ended March 31, 2017. The profit after tax for financial year ended March 31, 2018 at Rs, 8,791 million was higher by 6% from previous financial year ended March 31, 2017 at Rs, 8,273 million.

The Management Discussion and Analysis Report for year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulationsâ) is presented in a separate section forming part of the Annual Report.

The operational performance of the Company has been comprehensively covered in the Management Discussion and Analysis Report.

During the year, your Company has allotted 701,763,164 equity shares of face value of Rs, 1 (Rupee one) each on account of issue of Bonus Shares on July 8, 2017 in the ratio of one equity share against two equity shares held. This is eighth time the Company has rewarded its shareholders through a Bonus Issue.

After allotment of Bonus Shares, the paid-up capital of the Company increased to Rs, 2,105,289,491 divided into 2,105,289,491 equity shares of Rs, 1 (Rupee one) each.

Your Directors are pleased to recommend for approval of the members a payment of dividend of Rs, 2.25 per share i.e. face value of Rs, 1 each on the Equity Share Capital of the Company for the financial year ended March 31, 2018 to the equity shareholders.

The dividend, if approved, by members would involve total cash outflow on account of dividend including dividend tax of Rs, 5,701 Million resulting in a payout of 65% of the standalone profits of the Company and 36% of the consolidated profits of the Company.

The Company continues to enjoy "Baa3â rating by Moody''s Investors Service, ("Moody''sâ) for its foreign currency and local currency issuer ratings to the Company.

CRISIL has assigned its Corporate Credit Rating of CRISIL AA/Positive for long term loans and short term rating of ''CRISIL A1 '' for its commercial paper program of Rs, 1,500 million.

During the year ICRA continues long terms rating to [ICRA]AA and short term rating to [ICRA]A1 for 19,476.10 million line of Credit (LOC).

The Company continues to enjoy "A1 â rating by ICRA for its commercial paper / short-term debt program of Rs, 1,500 million.

Further, Standard & Poors Global Ratings ("S&Pâ) has continued its outlook on Samvardhana Motherson Automotive Systems Group B.V., Netherlands, (SMRP BV) a subsidiary of the Company to positive affirming ''BB '' long-term corporate credit rating on SMRP BV and Fitch Ratings ("Fitchâ) has continued to rate outstanding secured bonds of SMRP BV at BBB-SMRP BV.

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

The performance of the Company on consolidated basis is discussed at length in the Management Discussion and Analysis.

Purchase of remaining shares of PKC Group Pic. ("PKC")

MSSL Estonia WH OU, a wholly-owned indirect subsidiary of the Company has gained title to outstanding minority shares in PKC and thereupon, shares of PKC are de-listed from the Nasdaq Helsinki Stock Exchange on October 6, 2017. Accordingly, PKC became a wholly-owned indirect subsidiary of the Company,

Purchase of remaining shares of Motherson Orca Precision Technology GmbH from Orca Services GmbH

The Company through its 100% subsidiary, MSSL GmbH acquired remaining 4.90% stake in Motherson Orca Precision Technology GmbH (name changed to Motherson Techno Precision GmbH) held by Orca Services GmbH, a joint venture partner. Now, Motherson Techno Precision GmbH has become wholly owned subsidiary of MSSL GmbH.

Purchase of remaining shares of Global Environment Management (FZE) from E-Compost Pty. Ltd.

The Company through its 100% subsidiary, MSSL Mauritius Holdings Limited acquired remaining 21.18% stake in Global Environment Management (FZE) held by E-Compost Pty. Ltd., a joint venture partner. Accordingly, Global Environment Management (FZE) has become wholly owned subsidiary of MSSL Mauritius Holdings.

The details of changes in Company''s subsidiaries, joint ventures or associate companies, during the year, are as following:

1. Companies which became subsidiaries (direct and indirect) during financial year 2017-18 are as follows:

- Shangdong Huakai-PKC Wire Harness Co., Ltd., China;

- Motherson Air Travel Private Limited, Ireland;

- Shenyang SMP Automotive Plastic Components Co. Ltd., China; and

- Tianjin SMP Automotive Component Company Limited, China.

2. Company which ceased to be subsidiaries during financial year 2017-18 is :

- SMR Automotive Mirror Services UK Ltd. (Dissolved on October 28, 2017); and

3. Company which became joint venture (direct and indirect) during financial year 2017-18 is:

- Hubei Zhengao PKC Automotive Wiring Company Limited.

Further, a statement containing salient features of financial statement of the Company''s subsidiaries, associate and joint venture companies is annexed in Form AOC-1, which forms a part of the Annual Report.

Details of subsidiaries of the Company and their performance are covered in the Management Discussion and Analysis Report forming part of this Report.

The Company''s exports during the year were '' 8,402 million as against '' 8,342 million in previous financial year. The Company continues to make its efforts towards achieving higher growth by providing cost competitive quality solutions to its customers. In addition, the Company has facilities globally, to provide service to customers as well as enhance customer relationships.

As per provisions of the Companies Act 2013 and the Articles of Association of the Company, Mr. Laksh Vaaman Sehgal, Director of the Company, retire by rotation at the ensuing Annual General Meeting. Mr. Laksh Vaaman Sehgal being eligible seeks his re-appointment. The Board of Directors recommends his re-appointment to the members of the Company,

Mr. Toshimi Shirakawa has resigned as Director from the Board of the Company effective from May 23, 2018. M/s. Sumitomo Wiring Systems Limited, Japan (SWS), the Joint Venture Partner of your Company has nominated Mr. Shunichiro Nishimura as Director on the Board of your company to fill casual vacancy caused upon resignation of Mr. Toshimi Shirakawa on May 23, 2018. Your Directors recommend to the members of the appointment of Mr. Shunichiro Nishimura on the Board of the Company and who holds office till the date of ensuing Annual General Meeting in accordance with the provisions of the Company Act, 2013.

The Board places on record their sincere appreciation for services rendered by Mr. Toshimi Shirakawa during his tenure as Director on the Board of the Company.

Brief resume of Mr. Laksh Vaaman Sehgal and Mr. Shunichiro Nishimura, nature of their expertise in functional areas and the name of the companies in which they hold the Directorship and the Chairmanship/Membership of the Committees of the Board, as stipulated under Listing Regulations and Secretarial Standard on General Meeting (SS-2) are given as Annexure to the Notice convening the Annual General Meeting.

During the year, Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board of Director and Committee. The details of remunerations and/or other benefits of the Independent Directors are mentioned in the Corporate Governance Report.

In terms of the provisions of Section 203 of the Companies Act, 2013, during financial year under review, Mr. Pankaj Mital is the Whole-Time Director and Mr. G.N. Gauba is the Chief Financial Officer & Company Secretary as Key Managerial Personnel(s) of the Company,

Acquisition proposed by Samvardhana Motherson Automotive Systems Group B.V., a subsidiary of the Company

The Company''s step down subsidiary Samvardhana Motherson Automotive Systems Group B.V, ("SMRP BV") had proposed the acquisition of Reydel Automotive Group ("Reydel"). Reydel is in the business of manufacturing interior components and modules for global automotive customers. The proposed acquisition will enable to capitalize on new opportunities in existing and new geographies, as well as, within each other''s customer portfolios. The proposed acquisition by SMRP BV was announced by the Company on April 02, 2018 to the Stock Exchanges.

Subject to obtaining customary regulatory approvals, the transaction is expected to be closed within next four to six months from the announcement date.

Change in Key Managerial Personnel(s) of the Company

Upon recommendation of the Nomination and Remuneration Committee of the Company, the Board of Director in their meeting held on April 02, 2018 had re-designated Mr. G.N. Gauba from "Chief Financial Officer & Company Secretaryâ to "Chief Financial Officerâ and appointed Mr. Alok Goel as the Company Secretary and Compliance Officer of the Company.

The Board of Directors met five (5) times during the financial year 2017-18, the details of same are given in the Corporate Governance Report forming part of this Annual Report.

The intervening gap between consecutive meetings was not more than one hundred and twenty (120) days as prescribed under the Companies Act, 2013 and Listing Regulations.

The Audit Committee of the Board comprising of Mr. S.C. Tripathi, IAS (Retd.) (Chairman), Mr. Arjun Puri, Mr. Gautam Mukherjee, Ms. Geeta Mathur as Independent Directors and Mr. Toshimi Shirakawa, Mr. Laksh Vaaman Sehgal as other Members. During the year all recommendations made by the Audit Committee were duly accepted by the Board.

Upon resignation of Mr. Toshimi Shirakawa and appointment of Mr. Shunichiro Nishimura on the Board of the Company, the Audit Committee was reconstituted and Mr. Shunichiro Nishimura became member of Audit Committee in place of Mr. Toshimi Shirakawa with effect from May 23, 2018.

The performance evaluation of the Board as stipulated under Listing Regulations and Section 134 of the Companies Act, 2013 read with Rule 8(4) of the Companies (Account) Rules, 2014, a formal Annual Evaluation process has been carried out for evaluating the performance of the Board, its Committees and the individual Directors.

The performance of the Board was evaluated by the Board after seeking inputs from all directors on basis of criteria, such as, board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of criteria, such as, composition of Committees, effectiveness of Committee meetings, etc.

The Board and the Nomination and Remuneration Committee defined the criteria, such as, contribution of the individual director to the Board and Committee meetings, preparedness on issues to be discussed, meaningful and constructive contribution and inputs in meetings etc. and reviewed performance of individual Directors. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, performance of Non-independent Directors, performance of the Board as a whole and performance of the Chairman were evaluated, taking into account views of Executive Director and Non-executive Directors. The same was discussed in the Board meeting that followed meeting of the Independent Directors. Performance evaluation of Independent Directors was carried out by entire Board, excluding the respective Independent Director being evaluated.

In adherence to the provisions of Section 134(3)(e) and 178(1) & (3) of the Companies Act, 2013, the Board of Directors upon recommendation of the Nomination and Remuneration Committee approved a policy on Director''s appointment and remuneration, including, criteria for determining qualifications, positive attributes, independence of a Director and other matters. The said Policy is covered in Corporate Governance Report which forms part of this Report.

Pursuant to Section 134(3)(c) of the Companies Act, 2013 and subject to disclosures in the Annual Accounts, your Directors'' state as under :-

(a) That in preparation of annual accounts for financial year ended March 31, 2018, the applicable Accounting Standards have been followed and there are no material departures;

(b) That the Directors have selected appropriate Accounting Policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at end of the financial year March 31, 2018 and of profit of the Company for that period;

(d) That the Directors have prepared annual accounts on a going concern basis;

(e) That the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(f) That the Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Statutory Auditors

Pursuant to provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013, M/s. S. R. Batliboi & Co. LLP, Chartered Accountants (Firm Registration No. 301003E/IE300005) were appointed as Statutory Auditors of the Company for five (5) years at the Annual General Meeting held on August 21, 2017 and to hold office till the conclusion of the 35^th Annual General Meeting of the Company to be held in the year 2022, subject to ratification of their appointment at every Annual General Meeting, if so required under the Companies Act, 2013.

The members may note that the Companies (Amendment) Act, 2017, effective May 7, 2018, has omitted first proviso to Section 139(1) of the Companies Act, 2013 and thereupon the requirement of obtaining ratification of appointment for the Auditors at every Annual General Meeting stands omitted.

Further, the Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

Notes on the financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors Report annexed with this Annual Report, does not contain any qualification, reservation or adverse remarks.

Cost Auditor

The Board of Directors has appointed M/s. M.R. Vyas & Associates, Cost and Management Accountants as Cost Auditor for conducting audit of cost records of the Company for the financial year 2017-18.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Directors appointed M/s. SGS Associates, Company Secretaries to undertake the Secretarial Audit for the financial year 2017-18.

The Secretarial Audit Report for financial year ended March 31, 2018 is annexed herewith which form part of this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

During the year, the Company had received various awards and recognitions, which have been described in ''Awards and Recognition'' section, forming part of the Annual Report.

Particulars of loans given, Investments made, guarantees given and securities provided along with purpose for which loan or guarantee or security is proposed to be utilized by recipient are provided in standalone financial statement. Please refer note numbers 6(a), 6(b) and 7 to the standalone financial statements.

All contracts/ arrangements/ transactions entered by the Company during financial year with related parties were on arm''s length basis and were in ordinary course of business. During the year, the Company had not entered into any contract / arrangement/ transaction with related parties which could be considered material for which shareholders'' approval is required in accordance with the policy of the Company on materiality of related party transactions. Thus, provisions of Section 188(1) of the Companies Act, 2013 are not applicable to the Company,

Pursuant to the provision of applicable Listing Regulations, all Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee has been obtained for transactions which are foreseen and repetitive in nature. The transactions entered into pursuant to omnibus approval are presented to the Audit Committee by way of a statement giving details of all related party transactions.

The Company has developed a Related Party Transactions Manual, Standard Operating Procedures for purpose of identification and monitoring of such transactions.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website.

Your Directors draw attention of the members to note number 38 to standalone financial statement which sets out related party disclosures.

Information under section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of Companies (Accounts) Rules, 2014 is given in Annexure-A to this Report.

Disclosure pertaining to remuneration and other details as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure-B to this Report.

The Statement containing the particulars of employees as required under section 197(12) of the Companies Act,

2013 read with Rule 5(2) and other applicable Rules (if any) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Companies Act, 2013 the said annexure is open for inspection at the registered office of the Company during the working hours. Any member interested in obtaining a copy of the same may write to the Company,

Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as prescribed under the Listing Regulations. A separate section on Corporate Governance, forming a part of this Report and requisite certificate from the Company''s Auditors confirming compliance with conditions of Corporate Governance is attached to the report on Corporate Governance.

Pursuant to Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility Report initiatives taken from an environmental, social and governance perspective, in prescribed format is available as a separate section of the Annual Report.

As per Regulation 43A of the Listing Regulations, the Dividend Distribution Policy of your Company is disclosed in the Corporate Governance Report and is also uploaded at the Company''s website.

Equity shares of your Company are presently listed at National Stock Exchange of India Limited and BSE Limited. The listing fees for financial year 2018-19 have been paid to said Stock Exchanges.

The equity shares of the Company were listed/ traded at Delhi Stock Exchange Limited (DSE). DSE is derecognized by SEBI vide its order no. WTM/PS/45/MRD/ DSA/N0V/2014 dated November 19, 2014.

The Company has an Internal Control System commensurate with size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

Details about Internal controls and their adequacy are set out in the Management Discussion & Analysis Report which forms part of this Report.

The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor risk management plan for the Company. The Committee is responsible for reviewing risk management plan and ensuring its effectiveness. The major risks identified by businesses and functions are systematically addressed through mitigating actions on a continual basis.

The development and implementation of risk management policy has been covered in the Management Discussion and Analysis which forms part of this Report.

There are no significant material orders passed by the Regulators / Courts having impact to the going concern status of the Company and its future operations.

In accordance with the requirements of Section 135 of the Companies Act, 2013, your Company has a Corporate Social Responsibility ("CSRâ) Committee. CSR Committee comprises of Mr. V. C. Sehgal, Chairman, Mr. Arjun Puri, Independent Director and Mr. Laksh Vaaman Sehgal, Non-Executive Director.

The terms of reference of the CSR Committee is provided in the Corporate Governance Report. Your Company has also formulated a Corporate Social Responsibility Policy (CSR Policy) which is available on the website of the Company at http://www.motherson.com/corporate-social-responsibility.html.

Annual report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules,

2014 is given in Annexure-C to this Report.

The Company is undertaking CSR activities through Swarn Lata Motherson Trust which has been established for the sole purpose of CSR activities. Further, the Company continue to carry out CSR activities as specified under Schedule VII to the Companies Act, 2013.

The Company has established a vigil mechanism, which incorporates a whistle blower policy in terms of the Companies Act, 2013 and Listing Regulations, for Directors and employees to report their genuine concerns. The objective of the Policy is to create a window for any person who observes an unethical behavior, actual or suspected fraud, or violation of the Company''s code of conduct or ethics policy (hereinafter "Unethical and Improper Practicesâ), either organizationally or individually to be able to raise it.

Thought Arbitrage Consultancy has been appointed by the Board of Directors as an independent external ombudsman under this Whistle-blower mechanism.

Protected disclosure can be made by a Whistle Blower through an email, or dedicated telephone line or a letter to the Thought Arbitrage Consultancy or to the Ethics Officer. All protected disclosure concerning financial / accounting matters and complaints pertaining to "Câ level officers / KMP can be addressed to the Chairman of the Audit Committee for investigation. Other details of the policy on Whistle Blower as approved by the Board are uploaded on the Company''s website.

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return in Form MGT-9 is given in Annexure-D to this Report.

The Company has zero tolerance towards sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules there under. During financial year 2017-18, there was no case filed under the said Act and/or policy adopted by the Company.

Electronic copy of the Annual Report 2017-18 and the Notice of the 31^st Annual General Meeting are sent to all members whose e-mail addresses are registered with the Company / depository participant(s). For members who have not registered their e-mail addresses, physical copy are sent as per the permitted mode.

Your Board of Directors would like to place on record their sincere appreciation for the wholehearted support and contributions made by all the employees of the Company as well as customers, suppliers, bankers, investors and other authorities. Our consistent growth was made possible due to their hard work, solidarity, cooperation and support.

The Directors also thank the Government of various countries, Government of India, State Governments in India and concerned Government Departments/Agencies for their co-operation, support and look forward to their continued support in the future.

Last but not the least the Board of Directors wish to thank all the stakeholders of the Company and the collaborator Sumitomo Wiring Systems Limited, Japan for their continuous support.

For and on behalf of the Board

For Motherson Sumi Systems Limited

Place : Noida V. C. Sehgal

Date : June 02, 2018 Chairman

Mar 31, 2017

To the members,

The Directors have the pleasure in presenting the 30^th Annual Report together with the audited financial statements of the Company for the financial year ended March 31, 2017. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

The Company has adopted the Indian Accounting Standards (âInd ASâ) notified under the Companies (Indian Accounting Standards) Rule, 2015 with effect from April 1, 2016, pursuant to the notification dated February 16, 2015 issued by the Ministry of Corporate Affairs. Financial Statements for the year ended and as on March 31, 2016 have been restated to conform to Ind AS. Note 47 to the consolidated financial statement provides further explanation on the transaction to Ind AS.

FINANCIAL RESULTS

The summarized financial results for the year ended March 31, 2017 and for the previous year ended March 31, 2016 are as follows:

Rs. In Million

Particulars	Standalone		Consolidated
	March 31, 2017	March 31, 2016	March 31, 2017	March 31, 2016
Gross Revenue from operations	70,632	58,819	432,749	378,627
Net Revenue from operations	63,478	52,930	424,934	372,163
Other Income	1,069	1,708	1,463	392
Profit before depreciation, interest and tax	13,829	12,014	44,310	35,874
Less: Depreciation and amortisation expense	1,977	2,008	10,591	10,872
Less: Finance Costs	124	474	3,749	3,450
Less: Exceptional Expenses	-	-	974	-
Add: Share of profit / (loss) in associates	-	-	1,831	1,377
Profit Before Tax	11,728	9,532	30,827	22,929
Less: Provision for Tax	3,455	2,346	9,103	5,192
Less: Minority Interest	-	-	6,181	4,814
Profit after tax	8,273	7,186	15,543	12,923
Add: Balance brought forward	15,238	15,049	32,661	26,608
Profit available for appropriation	23,511	22,235	48,204	39,531

OPERATIONS AND PERFORMANCE

On consolidated basis for the year 2016-17, your company achieved total revenue of Rs.424,934 million resulting in a growth of about 14% over its revenue of Rs.372,163 million of the previous financial year ended March 31, 2016. Net profit for the year at Rs.15,543 million was higher by 20% over the previous yearâs net profit of Rs.12,923 million.

On standalone basis for the year 2016-17, your company achieved total revenue of Rs.63,478 million resulting in a growth of about 20% over its total revenue of Rs.52,930 million of the previous financial year ended March 31, 2016. The profit after tax for the year ended March, 2017 at Rs.8,273 million was higher by 15% from the previous financial year ended March 31, 2016 at Rs.7,186 million.

The operational performance of the Company has been comprehensively covered in the Management Discussion and Analysis, which forms part of this Directorsâ Report.

RAISING OF FUND AND ISSUANCE OF SHARE

The Company had raised funds by way of capital last time in 2005-06 by issue of Foreign Currency Convertible Bonds (FCCBs) of Euro 50.30 Million, which got fully converted into equity shares.

After the interval of more than ten years, your company decided to raise equity funds during the financial year 2016-17.

Accordingly, your Company on September 12, 2016 and September 16, 2016, has made allotment of 17,762,460 equity shares and 62,884,827 equity shares of Rs.1/- each to Sumitomo Wiring Systems Limited, Japan on preferential basis and Qualified Institutional Buyers, respectively, at an issue price of Rs.317/- per equity share (including premium of Rs.316/- per equity share). The total funds raised amounted to Rs.25,565 Million consequent upon issuance of equity shares to Sumitomo Wiring Systems Limited on Preferential basis and through Qualified Institutional Placement. Share issue expenses amounting to Rs.288 million have been charged to Securities Premium Account as per the provisions of Companies Act, 2013.

After the allotment of Shares, the paid-up capital of the Company has been increased to Rs.1,403,526,327/- divided into 1,403,526,327 equity shares of Rs.1/- each.

The proceeds from the issuance of shares have been utilized for investment overseas for acquisition of PKC Group plc. during March, 2017,

BONUS SHARES

Subsequent to the year, your Company has issued 701,763,164 equity shares of face value of Rs.1/- each on account of the issue of Bonus Shares on July 8, 2017 in the ratio of one share against two shares held.This is eighth time the Company has rewarded its shareholders through a Bonus Issue.

After the allotment of Bonus Shares, the paid-up capital of the Company increased to Rs.2,105,289,491/- divided into 2,105,289,491 equity shares of Rs.1/- each.

DIVIDEND

The Directors are pleased to recommend for approval of the members a payment of dividend of Rs.2/- per share on the expanded share capital (including the present bonus shares) of the Company for the financial year ended March 31, 2017 to the equity shareholders.

The dividend, if approved by the members would involve total cash outflow on account of dividend including dividend tax of Rs.5,068 Million resulting in a payout of 61% of the standalone profits of the Company and 33% of the consolidated profits of the Company.

CREDIT RATING

The Board is pleased to inform that during the current year Moodyâs Investors Service, (âMoodyâsâ) has assigned Baa3 foreign currency and local currency issuer ratings to the Company,

The Company continues to enjoy âA1 â rating by ICRA for its commercial paper / short-term debt program of Rs.1,500 million.

CRISIL has assigned its Corporate Credit Rating of CRISIL AA/Stable for long term loans and short term rating of âCRISIL A1 â for its commercial paper program of Rs.1,500 million.

During the year ICRA continues long terms rating to [ICRA]AA and short term rating to [ICRA]A1 for 10,485 million line of Credit (LOC).

The strong credit ratings by leading agencies reflect the Companyâs established market position in the automotive components industry, its well-diversified customer base across geographies and product segments and its healthy relationships with leading global original equipment manufacturers (OEMs).

Further, Standard & Poors Global Ratings (âS&Pâ) has revised its outlook on Samvardhana Motherson Automotive Systems Group B.V., Netherlands, (SMRP BV) a subsidiary of the Company to positive from stable on improved financial metrics while affirming âBB â long-term corporate credit rating on SMRP BV and Fitch Ratings (âFitchâ) has rated outstanding secured bonds of SMRP BV at BBB- SMRP BV.

Furthermore, Fitch has also assigned a first time corporate rating of BB with a Positive outlook to SMRP BV.

FIXED DEPOSITS

The Company has neither invited nor accepted any deposits from the public during the year. There is no unclaimed or unpaid deposit lying with the Company.

CONSOLIDATED FINANCIAL STATEMENTS

The performance of the Company on consolidated basis is discussed at length in the Management Discussion and Analysis.

STRATEGIC ACQUISITION

During the year 2016-17, the Company has made the following acquisition :

Acquisition of shares and options of PKC Group Plc, Finland :

During the year, the company entered into Combination Agreement with PKC Group Plc. (âPKCâ) on 19^th January, 2017 to make a voluntary, recommended public tender offer to acquire all the issued and outstanding shares and option rights in PKC. PKC is a global tier 1 supplier of wiring harness and associated components to Original Equipment Manufacturers (OEMs) in the Heavy & Medium Duty Commercial Vehicles and Locomotive segments across North America, Europe, Brazil and China.

PKC is a listed company and its shares are listed on the Nasdaq Helsinki stock exchange.

As on March 31, 2017, the Company has acquired 93.75% shares through its 100% subsidiary, MSSL Estonia WH OU, incorporated at Estonia. Subsequent to the year the Company has acquired upto 98.34% shares.

The Company has also proposed to delist the shares of PKC from the Nasdaq Helsinki stock exchange and is currently running squeeze out process for acquisition of balance shareholding from the remaining shareholder in accordance with Finnish regulations.

Acquisition of assets of Abraham es Tarsa Kft., Hungary :

The Company through its 100% subsidiary, MSSL Manufacturing Hungary Kft., acquired the land, building and machinery of Abraham es Tarsa Kft., Hungary in order to increase its European presence and provide base for expansion of manufacturing of small to medium sized polymer parts, mainly to vertically support the operations of the new upcoming Greenfield facility of Samvardhana Motherson Peguform (SMP) within the region.

Acquisition of Kobek Siebdruck GmbH & Co. KG, Germany:

The Company through its subsidiary, Samvardhana Motherson Peguform GmbH, acquired 100% of the issued share capital of Kobek Siebdruck GmbH & Co. KG (Kobek).

Kobek is a specialist in silk-screen printing and forming to three-dimensional items, with expertise in the lighting and automotive industries and solution provider from CAD data processing to turnkey printed products.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review, details of the companies which have either become or have ceased to be the Companyâs subsidiaries, joint ventures or associate companies are as following :

1. Companies which have been subsidiaries (direct and indirect) during the financial year 2016-17 :

(i) Subsidiary through incorporation :-

- MSSL Manufacturing Hungary Kft. (for acquisition the assets of Abraham es Tarsa Kft)

- MSSL Estonia WH OO (for acquisition the shares and options of PKC Group Plc.)

- SMR Automotive Industries RUS Limited Liability Company (to cater the requirements of SMR customers in Russia )

(ii) Subsidiary through acquisition :-

- Motherson Innovations Lights GmbH & Co KG (formerly Kobek Siebdruck GmbH & Co. KG)

- Motherson Innovations Lights Verwaltungs GmbH (formerly Kobek Verwaltungs GmbH

- PKC Group Plc.

With the acquisition of PKC Group Plc. and it becoming subsidiary of the company, the following subsidiaries of PKC Group Plc. have also become the subsidiary(ies) of the Company, namely PKC Wiring Systems Oy, PKC Netherlands Holding B.V., PKC Group Poland Sp. z o.o., PKC Wiring Systems Llc, PKC Group APAC Limited, PKC Group Canada Inc., PKC Group USA Inc., PKC Group Mexico S.A. de C.V., Project del Holding S.a.r.l., PK Cables do Brasil Ltda, PKC Eesti AS, TKV-sarjat Oy, PKC SEGU Systemelektrik GmbH, PK Cables Nederland B.V., Groclin Luxembourg S.a r.l., PKC Vehicle Technology (Suzhou) Co., Ltd., AEES Inc., PKC Group Lithuania UAB, PKC Group Poland Holding Sp. z o.o., OOO AEK, Kabel-Technik-Polska Sp. z o.o., AEES Power Systems Limited partnership, T.I.C.S. Corporation, Fortitude Industries Inc., AEES Manufactuera, S. De R.L de C.V., Cableodos del Norte II, S. de R.L de C.V. , Manufacturas de Componentes Electricos de Mexico S. de R.L de C.V., Arneses y Accesorios de Mexico, S. de R.L de C.V., Asesoria Mexicana Empresarial, S. de R.L de C.V., Arneses de Ciudad Juarez, S. de R.L de C.V., PKC Group de Piedras Negras, S. de R.L. de C.V., PKC Group AEES Commercial S. de R.L de C.V., Jiangsu Huakai-PKC Wire Harness Co., Ltd. and PKC Vechicle Technology (Hefei) Co, Ltd.

(iii) Other :-

- Celulosa Fabril (Cefa) S.A. (earlier joint venture company)

- Modulos Ribera Alta S.L. (earlier joint venture company)

- Samvardhana Motherson Nippisun Technology Ltd. (name changed to Motherson Polymers Compounding Solutions Limited) (earlier joint venture company)

2. The company has exited from its joint venture with Nippon Pigment(s) Pte. Ltd. and Toyota Tsusho Corporation during the financial year 2016-17 and as a consequence Samvardhana Motherson Nippisun Technology Ltd. has ceased to be joint venture and has became the subsidiary of the Company. The name of the company has been changed to Motherson Polymers Compounding Solutions Limited.

3. Companies which ceased to be subsidiaries during the financial year 2016-17 :

- Samvardhana Motherson Plastic Solutions GmbH & Co. KG (dissolved on December 30, 2016).

In accordance with section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company including its subsidiaries, associate and joint venture companies, which form part of the Annual Report.

Further, a statement containing salient features of the financial statement of the Companyâs subsidiaries, associate and joint venture companies is annexed in Form AOC-1, which form a part of the Annual Report.

Details of subsidiaries of the Company and their performance are covered in Management Discussion and Analysis Report forming part of the Annual Report.

EXPORT FROM INDIA

The Companyâs exports during the year were Rs.8,342 million as against Rs.7,966 million in the previous financial year. The Company continues to make its efforts towards achieving higher growth by providing cost competitive quality solutions to its customers. In addition, the Company has facilities globally, to provide service to the customers as well as enhance customer relationships.

POST BALANCE SHEET EVENT

Samvardhana Motherson Automotive Systems Group B.V. (SMRP BV), a subsidiary of the Company at Netherlands, issued 1.8% Senior Secured Bonds of Euro 300 million due in 2024. The proceeds of these bonds issuance together with cash have been utilized to prepay 4.125% Senior Secured Bonds due in 2021, which would reduce the financial cost of the company substantially.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As per provisions of the Companies Act 2013, Mr. Pankaj Mital, Director of the Company, who will retire by rotation in the ensuing Annual General Meeting being eligible, seek re-appointment. The Board of Directors recommends his re-appointment.

Brief resume of Mr. Pankaj Mital, nature of his expertise in functional areas and the name of the public companies in which he holds the Directorship and the Chairmanship/Membership of the Committees of the Board, as stipulated under SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 (âSEBI Listing Regulationsâ), are given as Annexure to the Notice convening the Annual General Meeting.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under SEBI Listing Regulations.

Pursuant to the provision of Section 203 of the Companies Act, 2013, Mr. Pankaj Mital as whole-time Director and Mr. G.N. Gauba as Chief Financial Officer & Company Secretary are Key Managerial Personnel of the Company. There has been no change in the Key Managerial Personnel during the year.

BOARD EVALUATION

The Board has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 (âSEBI Listing Regulationsâ).

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

POILICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION

The policy of the Company on directorsâ appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178 of the Companies Act, 2013, adopted by the Board are covered in corporate Governance Report which forms part of this Report.

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013 and subject to disclosures in the Annual Accounts, Your Directors state as under :-

a) That in the preparation of the annual accounts for the financial year ended March 31, 2017, the applicable Accounting Standards have been followed and there are no material departures.

b) That the Directors have selected appropriate Accounting Policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year March 31, 2017 and of the profit of the Company for that period.

d) That the Directors have prepared the annual accounts on a going concern basis.

e) That the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

f) That the Directors have devised proper system to ensured compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

AUDITORSâ AND AUDITORSâ REPORT

Statutory Auditors

As per Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the terms of M/s. Price Waterhouse Chartered Accountants LLP, (PwC) as statutory auditors of the Company will expire at the conclusion of 30^th Annual General Meeting.

The report given by M/s. Price Waterhouse Chartered Accountants LLP, statutory auditors on the financial statement of the Company for the year 2016-17 is part of the Annual Report. The observations of the Auditors and the relevant notes on the accounts are self-explanatory and therefore do not call for any further comments. The Auditorsâ Report does not contain any qualification, reservation or adverse remark.

Further, during the year, in the course of the performance of their duties as auditor, no frauds were reported by them which they have reason to believe that an offence involving fraud has been committed against the Company by officers or employees of the Company.

In accordance with the Companies Act 2013, M/s. Price Waterhouse Chartered Accountants LLP are not eligible for re-appointment. PwC have been the companyâs auditors since 2001 and over the years have successfully supported the company during the phase of growth, expansion and acquisitions. The Board and Audit committee appreciated the work and commitment of PwC in supporting the company to meet its commitments for financial disclosures as well as strengthening of internal controls and unification of accounting policies across the group.

The Board has recommended the appointment of M/s. S.R. Batliboi & Co. LLP, Chartered Accountants as the statutory auditors of the Company in place of PwC, for a term of five consecutive years, from the conclusion of 30th Annual General Meeting of the Company scheduled to be held in the year 2017 till the conclusion of 35th Annual General Meeting of the Company scheduled to be held in the year 2022, for the approval of the shareholders of the Company, based on the recommendation of the Audit Committee.

The Company has received letters from M/s. S.R. Batliboi & Co. LLP, Chartered Accountants to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

Cost Auditor

The Board of Directors has appointed M/s. M.R. Vyas and Associates, Cost and Management Accountants as Cost Auditor for conducting the audit of cost records of the Company for the financial year 2016-17.

Secretarial Auditor

The Board of Directors has appointed M/s. SGS Associates, Company Secretaries in practice to conduct Secretarial Audit for the financial year 2016-17.

The Secretarial Audit Report for the financial year ended March 31, 2017 is annexed herewith which form a part of this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

AUDIT COMMITTEE

The Audit Committee comprises Mr. S.C. Tripathi, IAS (Retd.) (Chairman), Mr. Arjun Puri, Mr. Gautam Mukherjee, Ms. Geeta Mathur as Independent Directors and Mr. Toshimi Shirakawa, Mr. Laksh Vaaman Sehgal as other Members.

AWARDS & RECOGNITIONS

During the year, the Company received various awards and recognitions, which have been described in âawards and recognitionâ section, forming part of annual report.

NUMBER OF MEETINGS OF THE BOARD

The Board of Directors met thirteen times during the financial year 2016-17, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 and SEBI Listing Regulations.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans, guarantees and investments have made in the financial statement.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered by the Company during financial year with related parties were on armâs length basis and were in the ordinary course of business. During the year, the Company had not entered into any contract / arrangement/ transaction with related parties which could be considered material for which shareholdersâ approval is required in accordance with the policy of the Company on materiality of related party transactions. Thus provisions of Section 188(1) of the Companies Act, 2013 are not applicable to the Company,

As per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015, all Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee has been obtained for the transactions which are foreseen and repetitive in nature. The transactions entered into pursuant to the omnibus approval are presented to the Audit Committee by way of a statement giving details of all related party transactions.

The Company has developed a Related Party Transactions Manual, Standard Operating Procedures for purpose of identification and monitoring of such transactions.

The policy on Related Party Transactions as approved by the Board is uploaded on the Companyâs website.

Your Directors draw attention of the members to Note 38 to the financial statement which sets out related party disclosures.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information under section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of Companies (Accounts) Rules, 2014 is given in Annexure-A to this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE

The Statement containing particulars of employees as required under section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014 is provided in a separate annexure forming part of this report. Further in terms of Section 136 of the Act, the Report and accounts are being sent to the members excluding the aforesaid annexure. The said annexure is available for inspection at the registered office of the Company during the working hours and any member interested in obtaining a copy of the same may write to the Company Secretary and the same will be furnished on request.

CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as prescribed under SEBI (Listing of Obligations and Disclosure Requirements) Regulation, 2015 with the Stock Exchanges.

A separate section on Corporate Governance, forming a part of the Directorâs Report and the certificate from the Companyâs auditors confirming compliance of conditions on Corporate Governance as stipulated in SEBI Listing Regulations, is included in the Annual Report.

BUSINESS RESPONSIBILITY REPORT

The Listing Regulations mandate the inclusion of the Business Responsibility Report as part of the Annual Report for top 100 listed companies based on the market capitalization. In compliance with the Listing Regulations, we have integrated Business Responsibility Report disclosures into our Annual Report.

LISTING OF EQUITY SHARES

Equity shares of your Company are listed presently at National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). The listing fees for the year 2017-18 have been paid to the said Stock Exchanges.

The Securities and Exchange Board of India (SEBI) vide its order dated 19 November, 2014 has withdrawn the recognition granted to Delhi Stock Exchange Limited (DSE). Therefore, the shares of your Company are deemed to be delisted from DSE. The Companyâs shares, however, continue to remain listed on NSE and BSE.

INTERNAL CONTROL

The Company has an Internal Control System commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

Details about Internal controls and their adequacy are set out in the Management Discussion & Analysis Report which forms part of this report.

RISK MANAGEMENT

The board of directors of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continual basis.

The development and implementation of risk management policy has been covered in the Management Discussion and Analysis, which forms part of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS COURTS

There are no significant material orders passed by the Regulators / Courts which impact the going concern status of the Company and its future operations.

CORPORATE SOCIAL RESPONSIBILTIY

In accordance with the requirements of Section 135 of the Companies Act, 2013, your Company has a Corporate Social Responsibility (CSR) Committee. The CSR Committee comprises Mr. V.C. Sehgal (Chairman), Mr. Arjun Puri, Independent Director and Mr. Laksh Vaaman Sehgal, non-executive Director.

The terms of reference of the Corporate Social Responsibility (CSR) Committee is provided in the Corporate Governance Report. Your Company has also formulated a Corporate Social Responsibility Policy (CSR Policy) which is available on the website of the Company at http://www.motherson. com/corporate-social-responsibility.html.

Annual report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended as Annexure -âCâ and forms integral part of this Report.

Further the Company would focus CSR activities in the following area :

- Skill Development

- Kitchen to Garden Program for Aerobins

- Waste management & sanitation

- Health and wellness

The Company is also proposing for CSR activities through Swarnlata Motherson Trust which has been established by the Group promoter and associate companies for CSR activities at group level.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has established a vigil mechanism (which incorporates a whistle blower policy in terms of listing agreement) for Directors and employees to report their genuine concerns. The objective of the Policy is to create a window for any person who observes an unethical behavior, actual or suspected fraud, or violation of the Companyâs code of conduct or ethics policy (hereinafter âUnethical and Improper Practicesâ), either organizationally or individually to be able to raise it. Thought Arbitrage Consultancy has been appointed by the Board of Directors as an independent external ombudsman under this Whistle-blower mechanism.

Protected Disclosure can be made by a Whistle Blower through an email, or dedicated telephone line or a letter to the Thought Arbitrage Consultancy or to the Ethics Officer. All protected disclosure concerning financial / accounting matters and complaints pertaining to âCâ level officers / KMP can be addressed to the Chairman of the Audit Committee for Investigation. Other details of the policy on Whistle Blower as approved by the Board is uploaded on the Companyâs website.

EXTRACT FO THE ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return in Form MGT-9 is annexed herewith as Annexure -D to this report.

HUMAN RESOURCE

GREEN INITIATIVES

Electronic copy of the Annual Report 2016-17 and the Notice of the 30^th Annual General Meeting are sent to all members whose e-mail addresses are registered with the Company / depository participant(s). For members who have not registered their e-mail addresses, physical copy are sent in the permitted mode.

ACKNOWLEDGEMENT

The Directors also thank the Government of various countries, Government of India, State Governments in India and concerned Government Departments/Agencies for their co-operation, support, and look forward to their continued support in the future.

Last but not the least the Board of Directors wish to thank all the stakeholders of the Company and the collaborator Sumitomo Wiring Systems Limited, Japan for its continuous support.

For and on behalf of the Board

for Motherson Sumi Systems Limited

Place : London V. C. Sehgal

Date : July 08, 2017 Chairman

Mar 31, 2016

The Directors have the pleasure in presenting the 29th Annual Report together with the audited financial statements of the Company for the financial year ended March 31, 2016.

Financial Results

The summarized financial results for the year ended March 31, 2016 and for the previous year ended March 31, 2015 are as follows:

Rs. in Million

Particulars Standalone Consolidated

March 31, 2016 March 31, 2015 March 31, 2016 March 31, 2015

Gross Revenue from operations 59,009 54,811 391,102 352,665

Net Revenue from operations 53,120 49,850 383,952 346,731

Other Income 2,083 858 3,209 3,764

Profit before depreciation, interest and 11,685 9,612 37,752 32,203 tax

Less: Depreciation and amortisation exp. 2,008 2,071 11,357 9,206

Less: Finance Costs 222 303 2,706 3,178

Less: Exceptional Expenses -- -- 291 1,648

Add: Share of profit / (loss) in associates -- -- (2) 4

Profit Before Tax 9,455 7,238 23,396 18,175

Less: Provision for Tax 2,336 2,089 5,836 5,256

Less: Minority Interest -- -- 4,823 4,294

Profit after tax 7,119 5,149 12,737 8,625

Add: Balance brought forward 11,628 9,776 20,231 15,003

Profit available for appropriation 18,747 14,925 32,968 23,628

Operations and Performance

On consolidated basis for the year 2015-16, your company achieved total revenue of Rs.383,952 million resulting in a growth of about 11% over its revenue of Rs.346,731 million of the previous financial year ended March 31, 2015. Net profit for the year at Rs.12,737 million was higher by 48% over the previous year''s net profit of Rs.8,625 million.

On standalone basis for the year 2015-16, your company achieved total revenue of Rs.53,120 million resulting in a growth of about 7% over its total revenue of Rs.49,850 million of the previous financial year ended March 31, 2015. The profit after tax for the year ended March, 2016 at Rs.7,119 million was higher by 38% from the previous financial year ended March 31, 2015 at Rs.5,149 million.

The operational performance of the Company has been comprehensively covered in the Management Discussion and Analysis, which forms part of this Directors'' Report.

Share Capital

During the year, your Company has issued 440,959,680 equity shares of face value of Rs.1/- each on account of the issue of Bonus Shares in the ratio of one share against two shares held.

After the allotment of Bonus Shares, the paid-up capital of the Company has been increased to Rs.1,322,879,040/- divided into 1,322,879,040 equity shares of Rs.1/- each.

Dividend

On March 16, 2016, the Board of Directors announced an interim dividend of Rs.2.50 (250%) per equity share for the Financial Year 2015-16, entailing a pay-out of Rs.3,926 million (including dividend tax) i.e. 55% of the standalone profits of the Company and 30% of the consolidated profits of the Company.

The interim dividend has been paid to all the eligible shareholders and be taken as final dividend for the financial year 2015-16.

Credit Rating

The Company continues to enjoy "A1 " rating by ICRA for its commercial paper / short-term debt program of Rs.1,500 million.

CRISIL has assigned its Corporate Credit Rating of ''CCR AA-'' and a short term rating of ''CRISIL A1 '' for its Commercial Paper Program of Rs.1,500 million.

During the year ICRA upgraded long terms rating to [ICRA]AA from [ICRA]AA- and short term rating to [ICRA]A1 from [ICRA]A1 for Rs.11,451 million Line of Credit (LOC).

The strong credit ratings by leading agencies reflect the Company''s established market position in the automotive components industry, its well-diversified customer base across geographies and product segments and its healthy relationships with leading global original equipment manufacturers (OEMs).

Fixed deposits

The Company has neither invited nor accepted any deposits from the public during the year. There is no unclaimed or unpaid deposit lying with the Company.

Consolidated Financial Statements

Your Directors have the pleasure in attaching the consolidated financial statements which form a part of the Annual Report. These consolidated financial statements are prepared in accordance with the Accounting Standard - 21 on Consolidated Financial Statements read with Accounting Standard - 23 on Accounting for Investments in Associates and Accounting Standard -27 on Financial Reporting of Interests in Joint Venture.

The performance of the Company on consolidated basis is discussed at length in the Management Discussion and Analysis.

Subsidiaries, Joint Ventures and Associate Companies

During the year under review, details of the companies which have either become or have ceased to be Company''s subsidiaries, joint ventures or associate companies are as following :

1. The following Companies which have been incorporated during the year as subsidiaries during the financial year 2015-16 :

- SMP Automotive Systems Alabama Inc.

- Motherson Innovations Company Limited

- Motherson Innovations Deutschland GmbH

- Samvardhana Motherson Global (FZE)

2. The following companies have ceased to be subsidiaries of the company on account of merger with Samvardhana Motherson Innovative Autosystems de Mexico, S.A. de C.V. during the financial year 2015-16 :

- Samvardhana Motherson Real Estate Unit de Mexico, S.A. de C.V.

- SMIA de Mexico Administrative Services, S.A. de C.V.

3. The company has exited from its joint venture with WOCO Franz Josef Wolf Holding GmbH during the financial year 2015-16 and as a consequence the following companies have ceased to be joint venture :

- Woco Motherson Elastomer Ltd.

- Woco Motherson Advanced Rubber Technologies Ltd.

- Woco Motherson Limited (FZC)

In accordance with section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company including its subsidiaries, associate and joint venture companies, which form part of the Annual Report. Further, a statement containing salient features of the financial statement of the Company''s subsidiaries, associate and joint venture companies in Form AOC-1, which form a part of the Annual Report.

Details of subsidiaries of the Company and their performance are covered in Management Discussion and Analysis Report forming part of the Annual Report.

Exports

The Company''s exports during the year were Rs.7,746 million as against Rs.7,412 million in the previous financial year. The Company continues to make its efforts towards achieving higher growth by providing cost competitive quality solutions to its customers. In addition, the Company has facilities globally, to provide service to the customers as well as enhance customer relationships.

Post Balance Sheet Event

Samvardhana Motherson Automotive Systems Group B.V. (SMRP BV), a subsidiary of the Company has successfully completed its issue of Bonds third time and the same are listed on the Irish Stock Exchange. On June 16, 2016, SMRP BV has issued U.S.$ 300 million 5.5-year non-call 3 year senior secured Notes offering at 4.875% per annum, due on December 2021 (the 2016 Notes). The 2016 Notes have been rated BB by S&P and are jointly and severally guaranteed on a senior secured basis by certain of its subsidiaries.

The proceeds from the issuance of the 2016 Notes will be utilised to repay existing third party indebtedness and for general corporate purposes, including to make certain capital expenditures.

Directors and Key Managerial Personnel

During the year Maj. Gen. Amarjit Singh (Retd.), Independent Director has resigned from the Directorship of the Company w.e.f. July 28, 2015. The Board, while accepting the resignation placed on record the contribution made by Maj. Gen Amarjit Singh (Retd) during his long tenure as Board member since 2003.

The Board appointed Mr. Naveen Ganzu as an Additional Director (Independent category) of the Company w.e.f. October 14, 2015. Detailed profile of Mr. Ganzu is given in Notice of the ensuring General meeting, seeking to appoint him as Independent Director for a period of 5 years.

As per provisions of the Companies Act 2013, Ms. Noriyo Nakamura, Director of the Company, who will retire by rotation in the ensuing Annual General Meeting being eligible, seek re-appointment. The Board of Directors recommends her re-appointment.

Brief resume of the above Directors, nature of their expertise in functional areas and the name of the public companies in which they hold the Directorship and the Chairmanship/Membership of the Committees of the Board, as stipulated under SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing Regulations"), are given as Annexure to the Notice convening the Annual General Meeting.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under SEBI Listing Regulations.

Pursuant to the provision of Section 203 of the Companies Act, 2013, Mr. Pankaj Mital as whole-time Director and Mr. G.N. Gauba as Chief Financial Officer & Company Secretary are Key Managerial Personnel of the Company. There has been no change in the Key Managerial Personnel during the year.

Board Evaluation

The Board has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing Regulations").

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

Policy on Directors'' appointment and remuneration

The policy of the Company on directors'' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178 of the Companies Act, 2013, adopted by the Board are covered in Corporate Governance Report which forms part of this Report.

Directors'' responsibility statement

Pursuant to Section 134(3)(c) of the Companies Act, 2013 and subject to disclosures in the Annual Accounts, Your Directors state as under :-

a) That in the preparation of the annual accounts for the financial year ended 31st March, 2016, the applicable Accounting Standards have been followed and there are no material departures.

b) That the Directors have selected appropriate Accounting Policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 31st March, 2016 and of the profit of the Company for that period.

c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) That the Directors have prepared the annual accounts on a going concern basis.

e) That the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

f) That the Directors have devised proper system to ensured compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Auditors and Auditors'' Report Statutory Auditors

At the Annual General Meeting held on August 25, 2014 M/s. Price Waterhouse Chartered Accountants LLP, [(M/s. Price Waterhouse converted into a Limited Liability Partnership (LLP)], were appointed as Statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the year 2017. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly the appointment of M/s. Price Waterhouse Chartered Accountants LLP (Firm Registration No.- 012754N/N500016), as statutory auditors of the Company, is placed for ratification to the shareholders.

The Company has received letters from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3) (g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

The observations of the Auditors and the relevant notes on the accounts are self-explanatory and therefore do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

Further, during the year, in the course of the performance of their duties as auditor, no fraud were reported by them which they have reason to believe that an offence involving fraud has been committed against the Company by officers or employees of the Company.

Cost Auditor

The Board of Directors has appointed M/s. M.R. Vyas and Associates, Cost and Management Accountants as Cost Auditor for conducting the audit of cost records of the Company for the financial year 2015-16.

Secretarial Auditor

The Board of Directors has appointed M/s. SGS Associates, Company Secretaries in practice to conduct Secretarial Audit for the financial year 2015-16.

The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed herewith which form a part of this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Audit Committee

The Audit Committee comprises Mr. S.C. Tripathi, IAS (Retd.) (Chairman), Mr. Arjun Puri, Mr. Gautam Mukherjee, Ms. Geeta Mathur as Independent Directors and Mr. Toshimi Shirakawa, Mr. Laksh Vaaman Sehgal as other Members.

Awards & Recognitions

During the year, the Company received various awards and recognitions, which have been mentioned in ''awards and recognition'' section, forming parts of annual report.

Number of Meetings of the Board

The Board of Directors met eight times during the financial year 2015-16, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

Particulars of Loans given, Investment made, Guarantee given and Securities provided

Particulars of loans given, investment made, guarantees given and securities provided along with the purpose for which loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement (please refer to Note 13, 15, 17, 21 and 33 to the standalone financial statement).

Particulars of contracts or arrangements with related parties

All contracts/ arrangements/ transactions entered by the Company during financial year with related parties were on arm''s length basis and were in the ordinary course of business. During the year, the Company had not entered into any contract / arrangement/ transaction with related parties which could be considered material for which shareholders'' approval is required in accordance with the policy of the Company on materiality of related party transactions. Thus provisions of Section 188(1) of the Companies Act, 2013 are not applicable to the Company.

As per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015, all Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee has obtained for the transactions which are of foreseen and repetitive in nature. The transactions entered into pursuant to the omnibus approval are presented to the Audit Committee by way of a statement giving details of all related party transactions.

The Company has developed a Related Party Transactions Manual, Standard Operating Procedures for purpose of identification and monitoring of such transactions.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website.

Your Directors draw attention of the members to Note 46 to the financial statement which sets out related party disclosures.

Energy conservation, technology absorption and foreign exchange earnings and outgo

Information under section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of Companies (Accounts) Rules, 2014 is given in Annexure-A to this Report.

Particulars of employees and related disclosures

Disclosure pertaining to remuneration and other details as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in this Report as Annexure -B.

The Statement containing particulars of employees as required under section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014 is provided in a separate annexure forming part of this report. Further in terms of Section 136 of the Act, the Report and accounts are being sent to the members excluding the aforesaid annexure. The said annexure is available for inspection at the registered office of the Company during the working hours and any member interested in obtaining a copy of the same may write to the Company Secretary and the same will be furnished on request.

Corporate Governance

Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as prescribed under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges.

A separate section on Corporate Governance, forming a part of the Director''s Report and the certificate from the Company''s auditors confirming compliance of conditions on Corporate Governance as stipulated in SEBI Listing Regulations, is included in the Annual Report.

Listing of Equity Shares

Equity shares of your Company are listed presently at National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). The listing fees for the year 2016-17 have been paid to the said Stock Exchanges.

Equity shares of your Company were also listed with Delhi Stock Exchange Limited (DSE) and Ahmedabad Stock Exchange Limited (ASE). Since there was no trading of the Company''s shares in DSE and ASE for last several years and considering the fact that the investors have access to online dealings with the Company''s shares across the country through the extensive networking of NSE and BSE, accordingly, the Company had filed application for voluntarily delisting of its equity shares from DSE and ASE under Clause 6(A) of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulation, 2009.

The Company has received approval from ASE for voluntary delisting of its shares. Since the Securities and Exchange Board of India (SEBI) vide its order dated November, 19, 2014 has withdrawn the recognition granted to DSE, therefore shares of your Company deemed to be delisted from DSE. The Company''s shares, however, continue to remain listed on NSE and BSE.

Internal Control

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

Details about Internal controls are set out in the Management Discussion & Analysis Report which forms part of this report.

Risk Management

The board of directors of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company.

The development and implementation of risk management policy has been covered in the Management Discussion and Analysis, which forms part of this report.

Significant and material orders passed by the Regulators or Courts

There are no significant material orders passed by the Regulators / Courts which impact the going concern status of the Company and its future operations.

Shifting of the Registered Office of the Company

The Company decided to shift its Registered Office from New Delhi to Mumbai. Accordingly, shareholders of the Company have passed special resolution through postal ballot, as per result declared on March 28, 2016 in term of requirement under Section 110 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014 for shifting of the Registered Office of the Company from the Union Territory of Delhi to the State of Maharashtra.

Further, the Company had filed Application in respect of transfer of its Registered Office from the NCT of Delhi to the state of Maharashtra before the Regional Director, Northern Region. The matter was heard on July 4, 2016 and the order is awaited.

Corporate Social Responsibility (CSR)

In accordance with the requirements of Section 135 of the Companies Act, 2013, your Company has a Corporate Social Responsibility (CSR) Committee. The CSR Committee comprises of Mr. V. C. Sehgal (Chairman), Mr. Arjun Puri, Independent Director and Mr. Laksh Vaaman Sehgal, Non-executive Director.

The terms of reference of the Corporate Social Responsibility (CSR) Committee is provided in the Corporate Governance Report. Your Company has also formulated a Corporate Social Responsibility Policy (CSR Policy) which is available on the website of the Company at http://www.motherson.com/investor- overview.html.

Annual report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended as Annexure -"C" and forms integral part of this Report.

Further the Company would focus CSR activities in the following area :

- Skill Development

- Kitchen to Garden Program for Aerobins

- Waste management & sanitation

- Health and wellness

The Company is also proposing for CSR activities through Foundation / Trust which will be established by Group promoter and Associate Company for CSR activities at group level.

Vigil Mechanism/ Whistle Blower Policy

The Company has established a vigil mechanism (which incorporates a whistle blower policy in terms of listing agreement) for Directors and employees to report their genuine concerns. The objective of the Policy is to create a window for any person who observes an unethical behavior, actual or suspected fraud, or violation of the Company''s code of conduct or ethics policy (hereinafter "Unethical and Improper Practices"), either organizationally or individually to be able to raise it. Thought Arbitrage Consultancy has been appointed by the Board of Directors as an independent external ombudsman under this Whistle-blower mechanism.

Protected Disclosure can be made by a Whistle Blower through an email, or dedicated telephone line or a letter to the Thought Arbitrage Consultancy or to the Ethics Officer. All protected disclosure concerning financial / accounting matters and complaints pertaining to "C" level officers / KMP can be addressed to Chairman of the Audit Committee for Investigation. Other details of the policy on Whistle Blower as approved by the Board is uploaded on the Company''s website.

Extract of the Annual Return

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return in Form MGT-9 is annexed herewith as Annexure -D to this report.

Human resources

The relations with the employees and associates continued to remain cordial throughout the year. The Directors of your Company wish to place on record their appreciation for the excellent team spirit and dedication displayed by the employees of the Company.

Acknowledgment

Your Board of Directors would like to place on record their sincere appreciation for the wholehearted support and contributions made by all the employees of the Company as well as customers, suppliers, bankers and other authorities.

The Directors also thank the Government of various countries, Govt. of India, State governments in India and concerned Government Departments/Agencies for their co-operation.

Last but not the least the Board of Directors wish to thank all the stakeholders of the Company and the collaborator Sumitomo Wiring Systems Limited, Japan for its continuous support.

For and on behalf of the Board

for Motherson Sumi Systems Limited

Place : Noida V. C. Sehgal

Date : July 5, 2016 Chairman

Mar 31, 2015

To the members,

The Directors have the pleasure in presenting the 28th Annual Report together with the audited financial statements of the Company for the financial year ended March 31, 2015.

Financial Results

The summarized financial results for the year ended March 31, 2015 and for the previous year ended March 31, 2014 are as follows:

Rs. in Million

Particulars Standalone Consolidated

March 31, 2015 March 31, 2014 March 31, March 31, 2014 2015

Gross Revenue from operations 54,811 50,025 351,786 309,974

Net Revenue from operations 49,850 45,245 345,852 304,279

Other Income 858 1,083 4,643 3,106

Profit before depreciation, interest and tax 9,612 9,531 32,203 27,077

Less: Depreciation and amortisation exp. 2,071 1,530 9,206 8,172

Less: Finance Costs 303 417 3,178 2,943

Less: Exceptional Expenses -- -- 1,648 --

Add: Share of profit / (loss) in associates -- -- 4 (2)

Profit Before Tax 7,238 7,584 18,175 15,960

Less: Provision for Tax 2,089 2,233 5,256 4,994

Less: Minority Interest -- -- 4,294 3,316

Profit after tax 5,149 5,351 8,625 7,650

Add: Balance brought forward 9,776 7,605 15,003 10,597

Profit available for appropriation 14,925 12,956 23,628 18,247

Operations and Performance

On consolidated basis for the year 2014-15, your company achieved total revenue of Rs. 345,852 million resulting in a growth of about 14% over its revenue of Rs. 304,279 million of the previous financial year ended March 31, 2014. Net profit for the year at Rs. 8,625 million was higher by 13% over the previous year''s net profit of Rs. 7,650 million.

On standalone basis, your company achieved total revenue of Rs. 49,850 million resulting in a growth of about 10% over its total revenue of Rs. 45,245 million of the previous financial year ended March 31, 2014. The profit after tax for the year ended March 31, 2015 at Rs. 5,149 million was lower by 4% from the previous financial year ended March 31, 2014 at Rs. 5,351 million.

The operational performance of the Company has been comprehensively covered in the Management Discussion and Analysis, which forms part of the Directors'' Report.

Dividend

The Directors are pleased to recommend for approval of the members payment of dividend of Rs. 3/- per share on the share capital of the Company for the financial year ended March 31, 2015 (previous year Rs. 2.50 per share) to the equity shareholders.

The dividend, if approved by the members would involve total cash outflow of Rs. 3,184 million, including dividend tax, resulting in a payout of 62% of the standalone profits of the Company and 37% of the consolidated profits of the Company.

Transfer to Reserves

The Company proposes to transfer Rs. 60 million to the General Reserve out of the current year Profit.

Credit Rating

The Company continues to enjoy "A1 " rating by ICRA for its Commercial Paper / Short-Term Debt Program of Rs. 1,500 million. During the year, CRISIL has assigned its Corporate Credit Rating of ''CCR AA-'' and a short term rating of ''CRISIL A1 '' for its Commercial Paper Program of Rs. 1,500 million.

Further, the Company''s long term rating was upgraded to [ICRA] AA- from [ICRA]A with outlook "Positive" for Rs. 1,145.1 crore Lines of Credit (LOC) .

The strong credit ratings by leading agencies reflect the Company''s established market position in the automotive components industry, its well-diversified customer base across geographies and product segments and its healthy relationships with leading global original equipment manufacturers (OEMs).

Fixed Deposits

The Company has neither invited nor accepted any deposits from the public during the year. There is no unclaimed or unpaid deposit lying with the Company.

Consolidated Financial Statements

In accordance with the Accounting Standard - 21 on Consolidated Financial Statements read with Accounting Standard - 23 on Accounting for Investments in Associates and Accounting Standard - 27 on Financial Reporting of Interests in Joint Venture in Consolidated Financial Statements, your Directors have the pleasure in attaching the Consolidated Financial Statements which form a part of the Annual Report.

The performance of the Company on consolidated basis is discussed at length in the Management Discussion and Analysis.

During the year under review, name of the companies which have become / ceased to be Company''s subsidiaries, joint ventures or associate companies are as below :

1. Companies which have become subsidiaries (direct and indirect) during the financial year 2014-15 :

- Samvardhana Motherson Polymers Management Germany GmbH

- Samvardhana Motherson Plastic Solutions GmbH & Co. KG

- MSSL Consolidated Inc.

- MSSL Wiring System Inc.

- MSSL Overseas Wiring System Ltd.

- Alphabet de Mexico, S.A. de C.V.

- Alphabet de Mexico de Monclova, S.A. de C.V.

- Alphabet de Saltillo, S.A. de C.V.

- MSSL Wirings Juarez, S.A. de C.V.

- Samvardhana Motherson Innovative Autosystems B.V. & Co. KG

- Samvardhana Motherson Innovative Autosystems Holding Company BV

- SM Real Estate GmbH

- Kunstsoff-Technik Trier de Mexico S.A de C.V. (name changed to Samvardhana Motherson Innovative Autosystems de Mexico, S.A. de C.V.)

- Property Holdings Trier de Mexico S.A. de C.V. (name changed to Samvardhana Motherson Real Estate Unit de Mexico, S.A. de C.V.)

- Administrative Services Trier de Mexico S.A. de C.V. (name changed to SMIA de Mexico Administrative Services, S.A. de C.V.)

2. Companies which ceased to be subsidiaries during the financial year 2014-15 :

- MSSL Handels GmbH (liquidated on July 23, 2014)

- SMP Tecnologia Parachoques S.A. de C.V.*

- SMP Shock Absorber Fabrication Mexico S.A. de C.V.*

* Merged into SMP Automotive Systems Mexico S.A. de C.V. retrospectively as on 01.04.2014.

3. No Company has become / ceased to be a joint venture or associates during the financial year 2014-15.

In accordance with Section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company and all its subsidiaries, associate and joint venture companies, which form part of the Annual Report. Further, a statement containing the salient features of the financial statement of the Company''s subsidiaries, associate and joint venture companies in Form AOC-1, which form a part of the Annual Report.

Details of subsidiaries of the Company and their performance are covered in the Management Discussion and Analysis Report forming part of the Annual Report.

Exports

The Company''s exports during the year were Rs. 7,412 million as against Rs. 6,975 million in the previous financial year. The Company continues to make its efforts towards achieving higher growth by providing cost competitive quality solutions to its customers. In addition, the Company has facilities mainly in Europe, to constantly service the customers as well as scan the market for growth.

Strategic Acquisition

During the year 2014-15, the Company has made the following acquisition :

Acquisition of Wiring Harness Business of Stoneridge Inc. :

During the year, the Company entered into Asset Purchase Agreement with Stoneridge Inc. for purchase of Wiring harness business on May 26, 2014. The transaction which included manufacturing facilities located in Portland (USA ) , and in Mexico at Chihuahua Saltillo and Monclova as well as an engineering and administrative center located at Warren, ( Ohio, USA ) was completed on August 1, 2014.

Acquisition of assets of Minda Schenk Group, Germany :

The Company through its step down subsidiary, has purchased assets from the administrator of Minda Schenk Plastic Solutions GmbH, Germany with effect from October 1, 2014, pursuant to a Trade Agreement signed by MSSL Advanced Polymers s.r.o. (Company''s 100% sept down subsidiary) and Daimler AG.

This Company is engaged in the business of interior & exterior plastic parts with presence in Germany.

Acquisition of assets of Scherer & Trier group, Germany :

The Company through its step down subsidiaries, has acquired the assets of Scherer & Trier group (S&T), Germany from its administrator on January 30, 2015.

This Company is engaged in the business of Extrusion Profiles & Hybrid parts and presence in Germany and Mexico.

Post Balance Sheet Event

The Company has exited from the following Joint Venture companies with Woco Franz Josef Wolf Holding GmbH, Germany (Woco) on May 28, 2015 :

- Woco Motherson Elastomer Ltd.

- Woco Motherson Advanced Rubber Technologies Ltd.

- Woco Motherson Limited (FZC),

Directors and Key Managerial Personnel

As per provisions of the Companies Act 2013, Mr. Toshimi Shirakawa and Mr. Laksh Vaaman Sehgal, Directors of the Company, retire by rotation in the ensuing Annual General Meeting and being eligible, seek re-appointment. The Board of Directors recommends their re-appointment.

Brief resume of the above Directors, nature of their expertise in functional areas and the name of the public companies in which they hold the Directorship and the Chairmanship/Membership of the Committees of the Board, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, are given as Annexure to the Notice convening the Annual General Meeting.

During the year under review, the members approved the appointment of Ms. Noriyo Nakamura as a non-executive Director who is liable to retire by rotation and of Maj. Gen. Amarjit Singh (Retd.), Mr. S.C. Tripathi, IAS (Retd.), Mr. Arjun Puri, Mr. Gautam Mukherjee and Ms. Geeta Mathur as Independent Directors who are not liable to retire by rotation. The members had also re-appointed Mr. Pankaj Mital as Whole-time Director designated as Chief Operating Officer of the Company.

Pursuant to the provision of Section 203 of the Companies Act, 2013, the appointment of Mr. Pankaj Mital as whole-time Director and Mr. G.N. Gauba as Chief Financial Officer & Company Secretary were formalized as the Key Managerial Personnel of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

Policy on Directors'' Appointment and Remuneration

The policy of the Company on directors'' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178 of the Companies Act, 2013, adopted by the Board are covered in Corporate Governance Report which forms part of this Report.

Further, the policy also indicates the manner of performance evaluation of Independent Directors, Board, committees and other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors.

Directors'' Responsibility Statement

Pursuant to Section 134(3)(c) of the Companies Act, 2013 and subject to disclosures in the Annual Accounts, Your Directors state as under :-

a) That in the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable Accounting Standards have been followed and their are no material departures.

b) That the Directors have selected appropriate Accounting Policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 31st March, 2015 and of the profit of the Company for that period.

c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) That the Directors have prepared the annual accounts on a going concern basis.

e) That the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

f) That the Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Auditors and Auditors'' Report Statutory Auditors

At the Annual General Meeting held on August 25, 2014 M/s. Price Waterhouse Chartered Accountants LLP [M/s. Price Waterhouse converted into a Limited Liability Partnership (LLP)], were appointed as Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the year 2017. In terms of the provision of Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly the appointment of M/s. Price Waterhouse Chartered Accountants LLP (Firm Registration No.- 012754N/N500016), as Statutory Auditors of the Company, is placed for ratification by the shareholders.

The Company has received letters from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

The observations of the Auditors and the relevant notes on the accounts are self-explanatory and therefore do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

Further, during the year, in the course of the performance of their duties as auditor, no fraud were reported by them which they have reason to believe that an offence involving fraud has been committed against the Company by officers or employees of the Company.

Cost Auditor

The Board of Directors has appointed M/s. M.R. Vyas and Associates, Cost and Management Accountants as Cost Auditor for conducting the audit of cost records of the Company for the financial year 2014-15 only for Rubber Compound/Rubber component, as applicable.

Secretarial Auditor

The Board of Directors has appointed M/s. SGS Associates, Company Secretaries in Practice to conduct Secretarial Audit for the financial year 2014-15.

The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith which form a part of this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Audit Committee

The Audit Committee comprises Mr. S. C. Tripathi, IAS (Retd.) (Chairman), Mr. Arjun Puri, Mr. Gautam Mukherjee, Ms. Geeta Mathur as Independent Directors and Mr. Toshimi Shirakawa, Mr. Laksh Vaaman Sehgal as other Members.

Awards & Recognitions

During the year, the Company has been awarded "Company of the year" from Business Standard. Further, the Company has also received various awards and recognitions, some of which are given below:

Wiring Harness Division (WHD):

The division has been awarded following appreciations by Customers during the year:

- WHD has received "Superior Performance in Human Relations", "Award for Overall Excellence" and "Certificate of Appreciation for Design and Development" from Maruti Suzuki.

- WHD has received "Supplier of the Year - Silver (Wiring harness)", "Best Performer Service Parts" and "Best Kaizen Award" from Toyota.

- WHD has received "Certificate of Appreciation for Supporting Due Date Delivery Operation" from Honda Motor Private Ltd.

- WHD has received "Best Supplier Overall Performance" and "Special Citation of Distinction" from Tata Motors Limited and "GM Supplier Quality Excellence Award" from General Motors.

- WHD has received "Award for New Development" from Suzuki Motorcycle and "Appreciation Award for Quality and Velocity in the supply of NPI Proto Harness" from Caterpillar.

Polymer Division (MATE):

Polymer division of the Company has been awarded with following appreciations by Customers during the year:

- MATE received "Toyota Regional Contribution Award" and "Supplier of the Year - Gold (Polymer)" and "Zero Defect Supplies" from Toyota.

- MATE received "Bronze Award in the Category of Spare Parts" from Honda Motor Private Ltd., "Bronze Award for Delivery" and "Best Kaizen - Delivery" from Honda Cars India Limited.

Number of Meetings of the Board

The Board of Directors met five times during the financial year 2014-15, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

Particulars of Loans Given, Investment Made, Guarantee Given and Securities Provided

Particulars of loans given, investment made, guarantees given and securities provided along with the purpose for which loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement (please refer to Note 14, 15, 17 and 33 to the standalone financial statement).

Particulars of Contracts or Arrangements with Related Parties

All contracts/ arrangements/ transactions entered by the Company during financial year with related parties were on an arm''s length basis and were in the ordinary course of business. During the year, the Company had not entered into any contract / arrangement/ transaction with related parties which could be considered material for which shareholders'' approval is required in accordance with the policy of the Company on materiality of related party transactions. Thus provisions of Section 188(1) of the Companies Act, 2013 are not applicable to the Company.

As per listing agreement, all related party transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee has been obtained for the transactions which are of foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval are presented to the Audit Committee by way of a statement giving details of all related party transactions .

The Company has developed a Related Party Transactions Manual, Standard Operating Procedures for purpose of identification and monitoring of such transactions.

The policy on Related Party Transactions as approved by the Board has been uploaded on the Company''s website.

Your Directors draw attention of the members to Note 45 to the financial statement which sets out related party disclosures.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

Information under section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of Companies (Accounts) Rules, 2014 is given in Annexure - A to this Report.

Particulars of Employees and Related Disclosures

Disclosure pertaining to remuneration and other details as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in this Report as Annexure - B.

The Statement Containing Particulars of employes as required under section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014 is provided in a separate annexure forming part of this report. Further in terms of Section 136 of the Act, the Report and accounts are being sent to the members excluding the aforesaid annexure. The said annexure is available for inspection at the registered office of the Company during the working hours and any member interested in obtaining a copy of the same may write to the Company Secretary and the same will be furnished on request.

Corporate Governance

A separate section on Corporate Governance, forming a part of the Director''s Report and the certificate from the Company''s Auditors confirming compliance of conditions on Corporate Governance as stipulated in Clause 49 of the Listing Agreement, is included in the Annual Report.

Listing

Equity shares of your Company are listed at National Stock Exchange of India Limited, BSE Limited, Delhi Stock Exchange Limited and Ahmedabad Stock Exchange Limited. The listing fees for the year 2014-15 have been paid to the said Stock Exchanges except Delhi Stock Exchange Limited (DSE) as the Securities and Exchange Board of India (SEBI) on November, 19, 2014 has withdrawn the recognition granted to DSE.

Internal Control

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

Details about Internal controls is set out in the Management Discussion & Analysis Report which forms part of this report.

Risk Management

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has constituted a Risk Management Committee comprising Ms. Geeta Mathur, Independent Director, Mr. L. V. Sehgal, Non-executive Director, Ms. Noriyo Nakamura, Non-executive Director, Mr. Pankaj Mital, Whole-time Director & Chief Operating Officer (COO) , Mr. Bimal Dhar, CEO, SMP and Mr. G. N. Gauba, CFO & Company Secretary.

The Risk Management Committee has been entrusted with the responsibility to assist the Board Members about the risk assessment and its minimization procedures.

Details of the Risk Management is set out in the Management Discussion & Analysis Report which forms part of this report.

Significant and Material Orders passed by the Regulators or Courts

There are no significant material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

Corporate Social Responsibility (CSR)

As per Section 135 of the Companies Act, 2013, a CSR committee has been formed by the Company. The CSR Committee comprises of Mr. V.C. Sehgal (Chairman), Mr. Arjun Puri, Independent Director and Mr. L.V. Segal, non-executive Director. The CSR Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board and has been uploaded on the Company''s website.

The Company has identified the following focus areas for CSR activities which are specified in Schedule VII of the Companies Act, 2013

i) Skill Development and Vocation based education;

ii) Livelihood enhancement;

iii) Waste management and Sanitation;

iv) Environmental sustainability;

v) Women and youth empowerment;

vi) Disaster relief; and

vii) National Missions projects

The Company is in the process of further formalizing the CSR spend. The Company has contributed Rs. 1.5 million on promotion of girls education during the year as against Rs.117 million required to be spent in accordance with Section 135 of the Act.

The Annual Report on CSR activities is annexed herewith and marked as Annexure - C.

Vigil Mechanism/ Whistle Blower Policy

The Company has established a vigil mechanism (which incorporates a whistle blower policy in terms of listing agreement) for directors and employees to report their genuine concerns. The objective of the Policy is to create a window for any person who observes an unethical behavior, actual or suspected fraud, or violation of the Company''s code of conduct or ethics policy (hereinafter "Unethical and Improper Practices"), either organizationally or individually to be able to raise it. Thought Arbitrage Consultancy has been appointed by the Board of Directors as an independent external ombudsman under this Whistle-blower mechanism.

Protected Disclosure can be made by a Whistle Blower through an email, or dedicated telephone line or a letter to the Thought Arbitrage Consultancy or to the Ethics Officer or to the Chairman of the Audit Committee. The policy on vigil mechanism and whistle blower policy may be access on the Company''s website.

Extract of the Annual Return

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return in Form MGT-9 is annexed herewith as Annexure - D to this report.

Human resources

The relations with the employees and associates continued to remain cordial throughout the year. The Directors of your Company wish to place on record their appreciation for the excellent team spirit and dedication displayed by the employees of the Company.

Acknowledgement

Your Board of Directors would like to place on record their sincere appreciation for the wholehearted support and contributions made by all the employees of the Company as well as customers, suppliers, bankers and other authorities.

The Directors also thank the Government of various countries, Govt. of India, State Governments in India and concerned Government Departments/Agencies for their co-operation.

Last but not the least the Board of Directors wish to thank all the stakeholders of the Company and the collaborator Sumitomo Wiring Systems Limited, Japan for its continuous support.

For and on behalf of the Board for Motherson Sumi Systems Limited

Place : Noida V. C. Sehgal

Date : June 10, 2015 Chairman

Mar 31, 2014

To the members,

The Directors have the pleasure in presenting the 27th Annual Report together with the audited accounts of the Company for the fi nancial year ended March 31, 2014.

Financial Results

The summarized financial results for the year ended March 31, 2014 and for the previous year ended March 31, 2013 are as follows:

Rs. in Million

Particulars Standalone Consolidated

March 31, 2014 March 31, 2013 March 31, 2014 March 31, 2013

Gross Revenue from operations 50,025 47,676 309,974 258,788

Net Revenue from operations 45,245 43,041 304,279 253,124

Other Income 1,083 915 3,106 3,215

Profit before depreciation, interest and tax 9,531 8,485 27,077 17,982

Less: Depreciation and amortisation exp. 1,530 1,453 8,172 7,145

Less: Finance Costs 417 535 2,943 2,495

Add: Share of profit / (loss) in associates - - (2) 8

Profit Before Tax 7,584 6,497 15,960 8,350

Less: Provision for Tax 2,233 1,801 4,994 3,835

Less: Minority Interest - - 3,316 70

Profit after tax 5,351 4,696 7,650 4,445

Add: Balance brought forward 7,605 4,785 10,597 8,120

Profit available for appropriation 12,956 9,481 18,247 12,565

Operations and Performance

On consolidated basis for the year 2013-14, your company achieved total revenue of Rs. 304,279 million resulting in a growth of about 20% over its revenue of Rs. 253,124 million of the previous fi nancial year ended March 31, 2013. Net Profit for the year at Rs. 7,650 million was higher by 72% over the previous year''s net Profit of Rs. 4,445 million.

On standalone basis for the year 2013-14, your company achieved total revenue of Rs. 45,245 million resulting in a growth of about 5% over its total revenue of Rs. 43,041 million of the previous fi nancial year ended March 31, 2013. The Profit after tax for the year ended March, 2014 at Rs. 5,351 million was higher than 14% from the previous fi nancial year ended March 31, 2013 at Rs. 4,696 million.

The Company has reported the best ever revenues and earnings for the year both on consolidated as well on standalone basis.

The operational performance of the Company has been comprehensively covered in the Management discussion and analysis, which forms part of the Directors'' Report.

Share Capital

During the year, your Company has issued 293,973,120 equity shares of Rs. 1/- each on account of the issue of Bonus Shares in the ratio of one share against two shares held. Since its initial public offering in 1993, this is sixth time the Company has rewarded its shareholders through a bonus issue.

After the allotment of Bonus Shares, the paid-up capital of the Company has been increased to Rs. 881,919,360 divided into 881,919,360 equity shares of Rs. 1/- each.

Dividend

The Directors are pleased to recommend for approval of the members a payment of dividend of Rs. 2.50 per share on the enhanced share capital of the Company for the fi nancial year ended March 31, 2014 (previous year Rs. 1.33 per share adjusted for bonus issue during 2013-14 or Rs. 2/- per share on pre bonus issue) to the equity shareholders.

The dividend, if approved by the members would involve total cash outfl ow on account of dividend including dividend tax of Rs. 2,580 Million resulting in a payout of 48.20% of the standalone Profits of the Company and 33.71% of the consolidated Profits of the Company.

Credit Rating

ICRA has revised long term rating of Company''s Line of Credit facilities to ''AA-'' from ''A '' and Company''s Issuer rating to ''IrAA-'' from ''IrA ''. Outlook on the long-term rating is retained as "Positive". ICRA has also reaffi rmed the ''A1 '' rating for Rs. 1500 million CP/ STD Programme of the company. During the year, CRISIL has assigned its Corporate Credit Rating of ''CCR AA-'' and a short term debt rating of ''CRISIL A1 '' for its commercial paper program of Rs. 1,500 million. The strong credit ratings by leading agencies refl ect the Company''s established market position in the automotive components industry, its well-diversifi ed customer base across geographies and product segments and its healthy relationships with leading global original equipment manufacturers (OEMs).

Fixed deposits

The Company has neither invited nor accepted any deposits from the public during the year. There is no unclaimed or unpaid deposit lying with the Company.

Consolidated Financial Statements

In accordance with the Accounting Standard - 21 on Consolidated Financial Statements read with Accounting Standard Â 23 on Accounting for Investments in Associates and Accounting Standard Â27 on Financial Reporting of Interests in Joint Venture in Consolidated Financial Statements, your Directors have the pleasure in attaching the Consolidated Financial Statements which form a part of the Annual Report.

The performance of the Company on consolidated basis is discussed at length in the Management discussion and analysis.

Subsidiary Companies

Pursuant to the provision of Section 212(8) of the Companies Act, 1956, the Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted general exemption from attaching the Balance Sheet, statement of Profit and Loss and other documents of the subsidiary companies with the Balance Sheet of the Company. A Statement containing the desired details of the company''s subsidiaries is enclosed in the Annual Report. The Consolidated Financial Statements presented by the Company include the fi nancial results of its subsidiary companies. The annual accounts of the subsidiary companies and the related detailed information shall be made available to the holding and subsidiary investors seeking such information at any point of time. Any shareholder of the Company/ its subsidiaries interested in obtaining the annual accounts of the subsidiaries may write to the Company Secretary at the Registered Offi ce of the Company. The annual accounts of the subsidiary companies shall also be kept for inspection by any investor in a Registered Offi ce of the Company. In the opinion of the management, the consolidated accounts present a full and fair picture of the state of affairs and fi nancial condition and they are accepted globally.

Details of subsidiaries of the Company and their performance are covered in Management discussion and analysis Report forming part of the Annual Report.

Exports

The Company''s exports during the year were Rs. 6,975 million as against Rs. 5,632 million in the previous fi nancial year. The Company continues to make its efforts towards achieving higher growth by providing cost competitive quality solutions to its customers. In addition, the Company has facilities mainly in Europe, to constantly service the customers as well as scan the market for growth.

Post Balance Sheet Events

1. Acquisition of Wiring Harness business of Stoneridge Inc.

The Company has signed an agreement to acquire the Wiring harness business of Stoneridge Inc. through asset purchase at transaction value of US $ 65.7 million. This acquisition is expected to close during July - Sep. 2014, subject to customary closing conditions. The acquired business has a turnover of approx. USD 300 Million.

The transaction includes six manufacturing facilities located in Portland, Indiana; Chihuahua, Mexico; Saltillo, Mexico; and Monclova, Mexico; as well as an engineering and administrative center located in Warren, Ohio.

2. New Structure Â SMR and SMP combined Samvardhana Motherson Automotive Systems Group B.V., Netherlands (SMRP) (formerly known as Samvardhana Motherson B.V.), Company''s subsidiary and joint venture with Samvardhana Motherson International Limited acquired shareholding of Samvardhana Motherson Refl ectec Group Holdings Limited (SMR) from Samvardhana Motherson Group Holdings Limited, Cyprus in share exchange deal on June 13, 2014. This has resulted in combining SMR Group and SMP Group into one reporting entity.

3. Issuance of new Senior Secured Notes

Samvardhana Motherson Automotive Systems Group B.V., Netherlands (SMRP, BV), Company''s subsidiary and joint venture with Samvardhana Motherson International Limited, has announced an offering of Â500,000,000 new 4 1/8% Senior Secured Notes due 2021 (the "Senior Secured Notes"), proceeds of which shall be utilized for prepayment of existing borrowings as well for general corporate purposes including fi nancing of capital expenditure. The proposed offering does not involve any corporate guarantee from the parent company. SMRP, BV has announced the closing of its offering on July 10, 2014.

Directors

The company had, pursuant to the provision of clause 49 of the Listing Agreement entered into with stock exchanges, appointed Maj. Gen. Amarjit Singh (Retd.), Mr. S.C. Tripathi, IAS (Retd.), Mr. Arjun Puri and Mr. Gautam Mukherjee as an independent Director on the Board of the Company.

On January 31, 2014 Board appointed Ms. Noriyo Nakamura as a director in casual vacancy caused by resignation of Mr. Hideaki Ueshima and further Ms. Geeta Mathur appointed as an Additional Director w.e.f. January 31, 2014 (Designated as an Independent Director). Mr. Hideaki Ueshima Director of the company has resigned earlier w.e.f. December 23, 2013. As per provisions of the Companies Act 2013, Mr. Pankaj Mital, Director of the Company, who will retire by rotation in the ensuing Annual General Meeting being eligible, seek re-appointment. The Board of Directors recommends his re-appointment. Your Directors while welcoming Ms. Geeta Mathur and Ms. Noriyo Nakamura on the Board of the Company and placed on record, their appreciation for the valuable services rendered by Mr. Hideaki Ueshima during his tenure as a Director of the Company. Brief resume of the above Directors, nature of their expertise in functional areas and the name of the public companies in which they hold the Directorship and the Chairmanship/Membership of the Committees of the Board, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, are given as Annexure to the Notice convening the Annual General Meeting. The Company has received declarations from all the Independent Directors of the Company confi rming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

Directors'' responsibility statement

Pursuant to Section 217(2AA) of the Companies Act, 1956 and subject to disclosures in the Annual Accounts, we state as under :- a) That in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departure were made for the same; b) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the fi nancial year and of the Profit of the Company for year ended on that date;

c) That the Directors have taken proper and suffi cient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That the Directors have prepared the annual accounts on a going concern basis.

Auditors and Auditors'' Report

M/s. Price Waterhouse, Chartered Accountants, (Registration No.- 012754N), Statutory Auditors of the Company, hold offi ce till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received letters from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualifi ed for re-appointment. The observations of the Auditors and the relevant notes on the accounts are self-explanatory and therefore do not call for any further comments.

Awards & Recognitions

During the year, the Company received various awards and recognitions, some of which are given below:

Wiring Harness Division (WHD):

The division has been awarded with following appreciations by Customers during the year:

- MARUTI-SUZUKI has conferred the following awards:

- Focused Cost Down

- "Overall Gold Award" for outstanding performance.

- Shield awarded for "Consistent High Quality"

- Shield awarded for "System Audit"

- Shield awarded for "Inner Part Localization"

- Shield awarded for "E- Nagare Schedule Adherence"

- WHD has received the ''Spare Parts Gold Award'' in the category of Quality and also got the award for being "Winner" in the "Quality Circle Competition 2013- 2014" from Honda Cars India Ltd.

- WHD has received Overall Best Vendor" for being the "Best supplier Quality" & "Best Supplier Award" for the year 2013- 14 from Tata Motors Limited.

- WHD has also received "Best Supplier Award Â 2013" for the year 2013-14 from Eicher Motors Limited and New Holland.

Polymer Division (MATE):

Polymer division of the Company has been awarded with following appreciations by Customers during the year:

- MATE received "Supplier of the Year Gold Award" from Toyota for outstanding performance in the category of "Quality, Cost and Delivery"

- MATE received "Overall Best Supplier Award" from Tata Motors for overall outstanding performance.

- MATE received "Certifi cate of Appreciation in Safety and Timely Capacity Enhancement" Award from Maruti Suzuki.

- MATE received "Value Engineering Award" from Hyundai.

- MATE received "Best Support in New Model Development" award from Honda Cars.

The Company has also been the winner of "Quality Co-Creation Competition (Best Practices)" hosted by Mahindra & Mahindra and Q.C.I.D.M. Supplies performance Award hosted by JCB.

Corporate Governance

A separate section on Corporate Governance, forming a part of the Director''s Report and the certifi cate from the Company''s auditors confi rming compliance of conditions on Corporate Governance as stipulated in Clause 49 of the Listing Agreement, is included in the Annual Report.

Listing

The shares of your Company are listed at National Stock Exchange of India Limited, BSE Limited, Delhi Stock Exchange Limited and Ahmedabad Stock Exchange Limited. The listing fees for the year 2014-15 have been paid to the said Stock Exchanges.

Particulars of employees

Information as per Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the name and other particulars of the employees are set out in the annexure to the Directors'' Report. However, having regard to the provisions of section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report is being sent to all the shareholders of the company excluding the statement of particulars of employees under section 217(2A) of the Companies Act, 1956. Any shareholder interested in obtaining a copy of the said statement may write to the Company Secretary at the registered offi ce of the Company.

Energy conservation, technology absorption and foreign exchange earning and outgo

Information under section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure ''A'' to this Report.

Human resources

The relations with the employees and associates continued to remain cordial throughout the year. The Directors of your Company wish to place on record their appreciation for the excellent team spirit and dedication displayed by the employees of the Company.

Acknowledgement

Your Board of Directors would like to place on record their sincere appreciation for the wholehearted support and contributions made by all the employees of the Company as well as customers, suppliers, bankers and other authorities.

The Directors also thank the Government of various countries, Govt. of India, State governments in India and concerned Government Departments/Agencies for their co-operation.

Last but not the least the Board of Directors wish to thank all the stakeholders of the Company and the collaborator Sumitomo Wiring Systems Limited, Japan for its continuous support.

For and on behalf of the Board for Motherson Sumi Systems Limited

Place : Noida V. C. Sehgal

Date : July 22, 2014 Chairman

Mar 31, 2013

To the members,

The Directors have the pleasure in presenting the 26th Annual Report together with the audited accounts of the Company for the financial year ended 31st March, 2013.

Financial Results

The summarized financial results for the year ended March 31, 2013 and for the previous year ended March 31, 2012 are as follows:

(Rs. in Million)

Particulars Standalone Consolidated

Year ended Year ended Year ended Year ended March 31, 2013 March 31, 2012 March 31, 2013 March 31, 2012

Gross Revenue from operations 47,676 38,879 258,788 151,381

Net Revenue from operations 43,041 35,718 253,124 147,766

Other Income 915 931 3,215 1,445

Profit before depreciation, interest and tax 8,485 6,115 17,982 10,370

Less: Depreciation 1,453 1,172 7,145 3,796

Less: Interest 535 598 2,495 1,649

Less: Exceptional Items - - - 809

Profit Before Tax 6,497 4,345 8,350 4,118

Less: Provision for Tax 1,801 1,173 3,835 2,153

Less: Minority Interest - - 70 -631

Profit after tax 4,696 3,172 4,445 2,596

Add: Balance brought forward 4,785 3,098 8,120 7,072

Profit available for appropriation 9,481 6,270 12,565 9,668

OPERATIONS AND PERFOR MANCE

On consolidated basis, your Company achieved total revenue of Rs. 253,124 Mn resulting in a growth of about 71.30% over its revenue of Rs. 147,766 Mn of the previous financial year ended March, 2012. Net profit for the year at Rs. 4,445 Mn was higher than 71.22% over the previous year''s net profit of Rs. 2,596 Mn.

On standalone basis for the year 2012-13, your Company achieved total revenue of Rs. 43,041 Mn resulting in a growth of about 20.50% over its total revenue of Rs. 35,718 Mn of the previous financial year ended March, 2012.The profit after tax for the year ended March, 2013 at Rs. 4,696 Mn was higher than 48.05% from the previous financial year ended March, 2012 at Rs. 3,172 Mn.

The operational performance of the Company has been comprehensively covered in the Management Discussion and Analysis Report, which forms part of the Directors'' Report.

SHARE CAPITAL

During the year, your Company has issued 195,982,080 equity shares of Rs. 1/- on account of the issue of Bonus Shares in the ratio of one share against two shares held.

After the allotment of Bonus Shares, the paid-up capital of the Company has been increased to Rs. 587,946,240/- divided into 587,946,240 equity shares of Rs. 1/- each.

DIVIDEND

Based on the Company''s performance, the Directors have recommended payment of dividend of Rs. 2/- per share on the capital of 587,946,240 equity shares of Rs. 1/- each for the financial year ended March 31, 2013 (previous year Rs. 2.25 per share on the capital of 391,964,160 equity shares of Rs. 1/- each) to the equity shareholders. The dividend, if approved by the members would involve total cash outflow on account of dividend (including dividend tax) of Rs. 1376 Mn resulting in a payout of 29.3% of the standalone profits of the Company and 31% of the consolidated profits of the Company.

AWARDS & RECOGNITIONS

During the year, the Company received various awards and recognitions, some of which are given below:

Wiring Harness Division (WHD):

The division has been awarded with following appreciations by Customers during the year:

- MARUTI-SUZUKI has conferred the following awards :

- "Overall Gold Award" for outstanding performance.

- Shield for incoming quality improvement

- Shield for VA-VE (Value Addition - Value Engineering)

- Shield for Inner plant location

- WHD has received the ''Gold Award'' in the category of Quality and also got the award for being "Winner" in the "Quality Circle Competition 2012- 2013" from Honda Cars India Ltd.

- WHD has received "Award" and "Certificate of Excellence" for being the "Best Supplier Quality" for the year 2012-13 from General Electric.

Polymer Division (MATE) :

Units of MATE have been awarded with following appreciations by Customers during the year:

- MATE Noida received "Gold Award" for outstanding performance in the category of "Quality, Cost & Delivery " and first prize in "Kaizen Competition" from Honda Cars India Ltd.

- MATE received "Certificate of Appreciation" from Mahindra & Mahindra for best "Kaizens" & "Poka-yoke" in the category of quality.

- MATE Bangalore received Silver award for "Supplier of the year" and "Certification" for achieving targets in Quality, Cost & Delivery from Toyota Kirloskar Motor Limited.

- MATE Chennai Unit III received "Merit Award" for "Best Cooperation" from Hyundai Motor India Limited.

- MATE Manesar received award for "Timely Capacity Enhancement" and "Certification" in the category of"Safety" from Maruti Suzuki India Limited.

The Company has also been the winner of "Best activity in Quality month" host by the Toyota motors.

CREDIT RATING

The Company continues to enjoy "A1 " rating by ICRA for its commercial paper / short-term debt program of Rs. 1,500 Mn and working capital facilities of Rs. 6,000 Mn.

FIXED DEPOSITS

The Company has neither invited nor accepted any deposits from the public during the year. There is no unclaimed or unpaid deposit lying with the Company.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company Maj. Gen. Amarjit Singh (Retd.) and Mr. Arjun Puri, Directors of the Company retire by rotation and being eligible, offer themselves for reappointment.

During the year Mr. S.C. Tripathi, IAS (Retd.), Mr. Satya Pal Talwar and Mr. Gautam Mukherjee have been appointed as Additional Directors of the Company w.e.f. September 10, 2012. Further Mr. Satya Pal Talwar has resigned from the Directorship of the Company w.e.f. May 23, 2013 on account of health reasons.

Mr. Yoshiki Kishimoto has also resigned from the Directorship of the Company w.e.f. October 16, 2012.

Your Directors while welcoming Mr. S.C. Tripathi, IAS (Retd.) and Mr. Gautam Mukherjee on the Board of the Company and placed on record, their appreciation for the valuable services rendered by Mr. Yoshiki Kishimoto and Mr. Satya Pal Talwar during their tenure as a Director of the Company.

Brief resume of the above Directors, nature of their expertise in functional areas and the name of the public companies in which they hold the Directorship and the Chairmanship/Membership of the Committees of the Board, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, are given as Annexure to the Notice convening the Annual General Meeting.

None of the Directors of your Company are disqualified as per provision of Section 274(1)(g) of the Companies Act, 1956. Your Directors have made necessary disclosures as required under various provisions of the Act and Clause 49 of the Listing Agreement.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 and subject to disclosures in the Annual Accounts, we state as under :-

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departure were made for the same;

b) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for year ended on that date;

c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That the Directors have prepared the annual accounts on a going concern basis.

AUDITORS AND AUDITORS'' REPORT

The Auditors of the Company M/s. Price Waterhouse, Chartered Accountants, (Registration No.-012754N), retire at the ensuing Annual General Meeting and, being eligible, offer themselves for re- appointment. The Company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limit under section 224(1B) of the Companies Act 1956.

The observations of the Auditors and the relevant notes on the accounts are self-explanatory and therefore do not call for any further comments.

COST AUDITORS

Your Directors have appointed M/s. M.R. Vyas & Associates, Practicing Cost Accountants as Cost Auditor for auditing Cost Records of the Company for the financial year 2012-13 and 2013-14. The Cost Audit Report for the financial year 2012-13 will be filed in due course.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard - 21 on Consolidated Financial Statements read with Accounting Standard - 23 on Accounting for Investments in Associates and Accounting Standard -27 on Financial Reporting of Interests in Joint Venture in Consolidated Financial Statements, your Directors have the pleasure in attaching the Consolidated Financial Statements which form a part of the Annual Report.

The performance of the Company is discussed at length in the Management Discussion and Analysis Report.

SUBSIDIARY COMPANIES

Pursuant to the provision of Section 212(8) of the Companies Act, 1956, the Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted general exemption from attaching the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies with the Balance Sheet of the Company. A Statement containing the desired details of the company''s subsidiaries is enclosed in the Annual Report. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

The annual accounts of the subsidiary companies and the related detailed information shall be made available to the holding and subsidiary investors seeking such information at any point of time. Any shareholder of the Company/ its subsidiaries interested in obtaining the annual accounts of the subsidiaries may write to the Company Secretary at the Registered Office of the Company. The annual accounts of the subsidiary companies shall also be kept for inspection by any investor in a Registered Office of the Company. In the opinion of the management, the consolidated accounts present a full and fair picture of the state of affairs and financial condition and they are accepted globally.

Details of subsidiaries of the Company and their performance are covered in Management Discussion and Analysis Report forming part of the Annual Report.

EXPORTS

The Company''s exports during the year were Rs. 5,632 Mn as against Rs. 4,493 Mn in the previous financial year. The Company continues to make its efforts towards achieving higher growth by providing cost competitive quality solutions to its customers. In addition, the Company has facilities mainly in Europe, to constantly service the customers as well as scan the markets for growth.

CORPORATE GOVERNANCE

A separate section on Corporate Governance, forming a part of the Director''s Report and the certificate from the Company''s auditors confirming compliance of conditions on Corporate Governance as stipulated in Clause 49 of the Listing Agreement, is included in the Annual Report.

LISTING

The shares of your Company are listed at National Stock Exchange of India Limited, BSE Limited, Delhi Stock Exchange Limited and Ahmedabad Stock Exchange Limited. The listing fees for the year 2013-14 have been paid to the said Stock Exchanges.

PARTICULARS OF EMPLOYEES

Information as per Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the name and other particulars of the employees are set out in the annexure to the Directors'' Report.

However, having regard to the provisions of section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report is being sent to all the shareholders of the company excluding the statement of particulars of employees under section 217(2A) of the Companies Act, 1956. Any shareholder interested in obtaining a copy of the said statement may write to the Company Secretary at the registered office of the Company.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Information under section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure ''A'' to this Report.

HUMAN RESOURCES

The relations with the employees and associates continued to remain cordial throughout the year. The Directors of your Company wish to place on record their appreciation for the excellent team spirit and dedication displayed by the employees of the Company.

ACKNOWLEDGEMENT

Your Board of Directors would like to place on record their sincere appreciation for the wholehearted support and contributions made by all the employees of the Company as well as customers, suppliers, bankers and other authorities.

The Directors also thank the Government of various countries, Government of India, State Governments in India and concerned Government Departments/Agencies for their cooperation.

Last but not the least the Board of Directors wish to thank all the stakeholders of the Company and the collaborator Sumitomo Wiring Systems Limited, Japan for its continuous support.

For and on behalf of the Board

for MOTHERSON SUMI SYSTEMS LIMITED Place : Noida V. C. Sehgal

Date : July 31, 2013 Chairman

Mar 31, 2012

The Directors have the pleasure in presenting the 25th Annual Report together with the audited accounts of the Company for the financial year ended March 31, 2012.

FINANCIAL RESULTS

The summarized financial results for the year ended March 31, 2012 and for the previous year ended March 31, 2011 are as follows:

(Rs. in Million)

Standalone Consolidated

Particulars Year ended Year ended Year ended Year ended

31.03.2012 31.03.2011 31.03.2012 31.03.2011

Gross Revenue from operations 38,879 30,840 151,381 85,405

Net Revenue from operations 35,718 28,236 147,766 82,491

Other Income 881 756 1,327 1,607

Profit before depreciation, interest, tax and exceptional 6,065 5,059 10,254 9,277 items

Less: Depreciation 1,172 830 3,796 2,465

Less: Interest (net) 548 284 1,531 496

Less: Exceptional Items - - 809 -

Profit Before Tax 4,345 3,945 4,118 6,316

Less: Provision for Tax 1,173 1,070 2,153 1,885

Less: Minority - - (631) 523

Profit after tax 3,172 2,875 2,596 3,908

Add: Balance brought forward 3,097 1,766 7,071 4,724

Profit available for appropriation 6,269 4,641 9,667 8,632

OPERATIONS AND PERFORMANCE

On consolidated basis for the year 2011-12, your company achieved total revenue of Rs. 147,766 million resulting in a growth of about 79% over its revenue of Rs. 82,491 million of the previous financial year ended March, 2011. Net profit for the year at Rs. 2,596 million was lower by 33.5% over the previous year's net profit of Rs. 3,908 million.

On standalone basis for the year 2011-12, your company achieved total revenue of Rs. 35,718 million resulting in a growth of about 26% over its total revenue of Rs. 28,236 million of the previous financial year ended March, 2011.The profit after tax for the year ended March, 2012 at Rs. 3,172 million was higher than 10.33% from the previous financial year ended March, 2011 at Rs. 2,875 million.

The operational performance of the Company has been comprehensively covered in the Management discussion and analysis, which forms part of the Directors' Report.

MERGER / AMALGAMATIONS & CHANGES IN THE CAPITAL

During the year, MSSL Global Wiring Limited, India Nails Manufacturing Limited, both wholly owned subsidiaries of the Company and Sumi Motherson Innovative Engineering Limited have been merged with the Company pursuant to the Order dated January 30, 2012 of the Hon'ble High Court of Delhi.

During the current Financial Year 2012-13, your Company has allotted 4,420,360 equity shares of Re. 1/- each to the shareholders of erstwhile Sumi Motherson Innovative Engineering Limited consequent upon merger with the Company. As on March 31, 2012 this is shown as Share Capital Suspense in financial statements. After this allotment, the paid-up capital of the Company has been increased to Rs. 391,964,160/- divided into 391,964,160 equity shares of Rs. 1/-.

DIVIDEND

Based on the Company's performance, the Directors have recommended payment of dividend of Rs. 2.25 per share of Rs. 1/- each for the financial year ended March 31, 2012 (previous year Rs. 2.75 per share of Rs. 1/- each) to the equity shareholders. The dividend, if approved by the members will be paid on or after September 10, 2012 and the total cash outfl ow on account of dividend including dividend tax of Rs. 1,035 Million resulting in a payout of 32.6% of the standalone profits of the Company and 39.9% of the consolidated profits of the Company. This is in line with the Company Stated Policy of 40% dividend pay out ratio.

The Directors have also recommended for approval of the members a dividend of Rs. 0.80 per share on 10,000,000 (Ten Million) 8% redeemable preference shares face value of Rs. 10/- each for the financial year 2011-12 (till 28.03.2012 i.e. date of redemption) allotted by erstwhile Sumi Motherson Innovative Engineering Ltd., now merged with your Company with appointed date 01.04.2011.

CREDIT RATING

The Company continues to enjoy "A1 " rating by ICRA for its commercial paper / short-term debt program of Rs. 1,500 million and working capital facilities of Rs. 6,000 Million.

FIXED DEPOSITS

The Company has neither invited nor accepted any deposits from the public during the year. There is no unclaimed or unpaid deposit lying with the Company.

STRATEGIC ACQUISITION

During the year 2011-12, the Company has acquired Peguform Group, Germany through Samvardhana Motherson Polymers Limited, a Joint Venture Company where the Company holds 51% stake. The acquisition has been completed on November 23, 2011.

Peguform has a strong presence in Europe, supplying to major premium German brands. The company is one of the market leaders of bumpers in Germany and holds a market leader position in Cockpit Assemblies in Spain. It has one of the largest state-of-the-art painting facilities in Europe.

With this acquisition, Motherson Sumi Systems Limited has become one of the largest supplier of door instrument panels in Germany.

DIRECTORS

Your Directors would like to inform you with utmost regret that Mr. M.S. Gujral, Chairman and Independent Director of the Company, had left us for his heavenly adobe on May 4, 2012. Directors of the Company have expressed the deepest condolences on his sad demise and placed on record the valuable services and guidance rendered by him during his tenure as an Independent Director and the Chairman of the Board of Directors.

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company Mr. L.V. Sehgal, Director of the Company retire by rotation and being eligible, offer himself for reappointment.

M/s. Samvardhana Motherson Finance Limited (SMFL), a Joint Venture Partner and Promoter of your Company has nominated Mr. Yoshiki Kishimoto on the Board of your company in the casual vacancy caused by the resignation of Mr. Hiroto Murai w.e.f. 02.07.2012.

Your Directors while welcoming Mr. Yoshiki Kishimoto on the Board of the Company, placed on record, their appreciation for the valuable services rendered by Mr. Hiroto Murai during his tenure as a Director of the Company.

Had Mr. Hiroto Murai continued in the Office, he would have been

retiring at the ensuing Annual General Meeting. Therefore, Mr. Yoshiki Kishimoto holds the Office of the Director up to the date of the ensuing Annual General Meeting. Notice has been received from the member proposing his appointment as Director of the Company at the Annual General Meeting. Your Directors recommend his appointment.

Brief resume of the above Directors, nature of their expertise in functional areas and the name of the public companies in which they hold the Directorship and the Chairmanship/Membership of the Committees of the Board, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, are given as Annexure to the Notice convening the Annual General Meeting.

None of the Directors of your Company are disqualified as per the provision of Section 274(1)(g) of the Companies Act, 1956. Your Directors have made necessary disclosures as required under various provisions of the Act and Clause 49 of the Listing Agreement.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 and subject to disclosures in the Annual Accounts, we state as under :-

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departure were made for the same;

b) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of aff airs of the Company at the end of the financial year and of the profit of the Company for year ended on that date;

c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That Directors have prepared the annual accounts on a going concern basis.

AUDITORS AND AUDITORS' REPORT

The Auditors of the Company M/s. Price Waterhouse, Chartered Accountants, (Registration No.-012754N), retire at the ensuing Annual General Meeting and, being eligible, offer themselves for re- appointment. The Company has received a letter from them to the eff ect that their appointment, if made, would be within the prescribed limit under section 224(1B) of the Companies Act 1956.

The observations of the Auditors and the relevant notes on the accounts are self-explanatory and therefore do not call for any further comments.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard - 21 on Consolidated Financial Statements read with Accounting Standard Ã 23 on

Accounting for Investments in Associates and Accounting Standard Ã27 on Financial Reporting of Interests in Joint Venture in Consolidated Financial Statements, your Directors have the pleasure in attaching the Consolidated Financial Statements which form a part of the Annual Report.

The performance of the Company on consolidated basis is discussed at length in the Management discussion and analysis.

SUBSIDIARY COMPANIES

Pursuant to the provision of Section 212(8) of the Companies Act, 1956, the Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted general exemption from attaching the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies with the Balance Sheet of the Company. A Statement containing the desired details of the company's subsidiaries is enclosed in the Annual Report. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

The annual accounts of the subsidiary companies and the related detailed information shall be made available to the holding and subsidiary investors seeking such information at any point of time. Any shareholder of the Company/ its subsidiaries interested in obtaining the annual accounts of the subsidiaries may write to the Company Secretary at the Registered Office of the Company. The annual accounts of the subsidiary companies shall also be kept for inspection by any investor in a Registered Office of the Company. In the opinion of the management, the consolidated accounts present a full and fair picture of the state of affairs and financial condition and they are accepted globally.

Details of subsidiaries of the Company and their performance are covered in Management discussion and analysis Report forming part of the Annual Report.

EXPORTS

The Company's exports during the year were Rs. 4,778 million as against Rs. 2,605 million in the previous financial year. The Company continues to make its eff orts towards achieving higher growth by providing cost competitive quality solutions to its customers. In addition, the Company has facilities mainly in Europe, to constantly service the customers as well as scan the markets for growth.

CORPORATE GOVERNANCE

A separate section on Corporate Governance, forming a part of the Director's Report and the certificate from the Company's auditors confirming compliance of conditions on Corporate Governance as stipulated in Clause 49 of the Listing Agreement, is included in the Annual Report.

LISTING

The shares of your Company are listed at National Stock Exchange of India Limited, BSE Limited, Delhi Stock Exchange Limited and Ahmedabad Stock Exchange Limited. The listing fees for the year 2012-13 have been paid to the said Stock Exchanges.

PARTICULARS OF EMPLOYEES

Information as per Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the name and other particulars of the employees are set out in the annexure to the Directors' Report.

However, having regard to the provisions of section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report is being sent to all the shareholders of the company excluding the statement of particulars of employees under section 217(2A) of the Companies Act, 1956. Any shareholder interested in obtaining a copy of the said statement may write to the Company Secretary at the registered office of the Company.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Information under section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure 'A' to this Report.

HUMAN RESOURCES

The relations with the employees and associates continued to remain cordial throughout the year. The Directors of your Company wish to place on record their appreciation for the excellent team spirit and dedication displayed by the employees of the Company.

ACKNOWLEDGEMENT

Your Board of Directors would like to place on record their sincere appreciation for the wholehearted support and contributions made by all the employees of the Company as well as customers, suppliers, bankers and government authorities particularly in the state of Delhi, Haryana, Uttar Pradesh, Maharashtra, Tamilnadu and Karnataka towards the conduct of the efficient operations of your Company. Last but not the least the Board of Directors wish to thank all the stakeholders of the Company and the collaborator Sumitomo Wiring Systems Limited, Japan for its continuous support.

For and on behalf of the Board

for MOTHERSON SUMI SYSTEMS LIMITED

Place : Noida V. C. Sehgal

Date : August 09, 2012 Vice Chairman

Mar 31, 2011

To the members,

The Directors have the pleasure in presenting the 24th Annual Report together with the audited accounts of the Company for the financial year ended 31st March, 2011.

Financial results

The summarized financial results for the year ended 31st March, 2011 and for the previous year ended 31st March, 2010 are as follows:

(Rs. in Million)

Standalone consolidated

particulars Year ended Year ended Year ended Year ended

31.03.2011 31.03.2010 31.03.2011 31.03.2010

Gross sales 30,383 18,284 84,670 68,536

Net sales 27,779 17,049 81,756 67,022

Other Income 1,213 1,235 2,341 3,331

Profit before depreciation, interest and tax 5,059 3,569 9,276 6,604

Less: Depreciation 830 646 2,465 2,601

Less: Interest (net) 284 252 497 573

Profit before tax 3,945 2,670 6,314 3,430

Less: Provision for taxation 1,070 886 1,883 1,094

Less: Minority - - 523 (91)

profit after tax 2,875 1,785 3,908 2,427

Add: Balance brought forward 1,766 1,631 4,724 3,933

Profit available for appropriation 4,641 3,416 8,632 6,360

Operations and performance

Financial Year 2010-11 registered a strong broad based sequential growth across all key sectors and resulted in a record performance during the year under review. The Company has scaled new heights and set new benchmarks in terms of sales and profit.

On consolidated basis for the year 2010-11, your company achieved a turnover of Rs.81,756 million resulting in a growth of about 22% over its turnover of Rs.67,022 million of the previous financial year ended March, 2010. Net profit for the year at Rs.3,908 million was higher by 61% over the previous year's net profit of Rs.2,427 million.

On standalone basis, your company achieved a turnover of Rs.27,779 million resulting in a growth of about 63% over its turnover of Rs.17,049 million of the previous financial year ended March, 2010The profit after tax for the year ended March, 2011 at Rs.2,875 million was higher than 61% from the previous financial year ended March, 2010 at Rs.1,785 million.

The operational performance of the Company has been comprehensively covered in the Management discussion and analysis, which forms part of the Directors' Report.

dividend

Based on the Company's performance, the Directors have recommended payment of dividend of Rs.2.75 per share of Rs.1/- each for the financial year ended March 31, 2011 (previous year Rs.1.75 per share of Rs.1/- each). The dividend, if approved by the members will be paid on or after September 2, 2011 and the total cash outflow on account of dividend including dividend tax of Rs.1,239 Million resulting in a payout of 43% of the standalone profits of the Company and 32% of the consolidated profits of the Company.

Share capital

During the Financial Year 2010-11, your Company has allotted 12,950,000 equity shares of Rs. 1/- each on account of conversion of Foreign Currency Convertible Bonds (FCCBs) of Euro 18.5 million. After this allotment, the FCCB stands fully converted.

credit rating

The Company continues to enjoy "A1 " rating by ICRA for its commercial paper / short-term debt program of Rs. 1,500 million and working capital facilities of Rs.4,250 million.

fixed deposits

The Company has neither invited nor accepted any deposits from the public during the year. There is no unclaimed or unpaid deposit lying with the Company.

Strategic acquisitions (post balance Sheet events)

Board of Directors of the Company held on 13th July, 2011 have considered and accorded its in principle approval to a proposal to acquire an overseas entity as detailed hereunder :

(i) The Board authorized to finalise acquisition of 80% of the shareholding of Peguform Group, Germany from Cross Industries AG., who would continue to hold 20% shareholding.

(ii) This acquisition would also include 50% holding in Wethje Carbon Composite which is a part of Cross Industries.

(iii) The acquisition would be made through a joint venture company in which Motherson Sumi Systems Limited would hold 51% and Samvardhana Motherson Finance Limited would hold 49% share.

These acquisitions are subject to the regulatory and other approvals as may be necessary in this regard.

Merger / amalgamations

During the year, Motherson Tradings Limited and Balda Motherson Solution India Ltd., wholly owned subsidiaries have been merged with the Company pursuant to the Order of the Honble High Court of Delhi dated 21st March, 2011.

Further, the Board of Directors of the Company at their meeting held on 28th April, 2011 has approved the merger of its wholly owned subsidiaries namely MSSL Global Wiring Limited and India Nails Manufacturing Limited and Board of Directors of the Company at their meeting held on 25th May, 2011 has approved the merger of Sumi Motherson Innovative Engineering Limited with the Company subject to the necessary approval including the approval of Honble High Court of Delhi.

directors

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company Mr. Arjun Puri and Mr. Bimal Dhar, Directors of the Company retire by rotation and being eligible, offer themselves for reappointment.

Mr. Bimal Dhar, the retiring Director in forthcoming Annual general Meeting has expressed his unwillingness for re-appointment as Director due to other commitment. He will hold office as Director till the date of Annual general Meeting.

The Company has received a notice from a member of the Company alongwith requisite fee under section 257 of the Companies Act, 1956 signifying his intention to propose the appointment of Mr. Pankaj Mital to the ofce of Director.

Mr. Toshihiro Watanabe resigned from the Directorship of the Company w.e.f 25.04.2011, consequently he ceased to be a Whole-time Director of the Company.

M/s. Sumitomo Wiring Systems Ltd., Japan (SWS), Joint Venture of your Company has nominated Mr. Hideaki Ueshima on the Board of your company in place of Mr. Toshihiro Watanabe, who has deputed to another assignment by SWS. Therefore, Mr. Hideaki Ueshima has appointed as an Additional Director of the Company w.e.f. 28.04.2011.

Your Directors while welcoming Mr. Hideaki Ueshima on the Board of the Company, placed on record, their appreciation for the valuable services rendered by Mr. Toshihiro Watanabe during his tenure as a Director and Whole-time Director of the Company.

Brief resume of the above Directors, nature of their expertise in functional areas and the name of the public companies in which they hold the Directorship and the Chairmanship/Membership of the Committees of the Board, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, are given as Annexure to the Notice convening the Annual General Meeting.

None of the Directors of your Company is disqualified as per provision of Section 274(1)(g) of the Companies Act, 1956. Your Directors have made necessary disclosures as required under various provisions of the Act and Clause 49 of the Listing Agreement.

Directors' responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956 and subject to disclosures in the Annual Accounts, we state as under :-

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departure were made for the same;

b) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for year ended on that date;

c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That Directors have prepared the annual accounts on a going concern basis.

Auditors and auditors' report

The Auditors of the Company M/s. Price Waterhouse, Chartered Accountants (Registration No.-012754N), retire at the ensuing Annual General Meeting and, being eligible, offer themselves for re- appointment. The Company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limit under section 224(1B) of the Companies Act 1956.

The observations of the Auditors and the relevant notes on the accounts are self-explanatory and therefore do not call for any further comments.

Consolidated financial Statements

In accordance with the Accounting Standard - 21 on Consolidated Financial Statements read with Accounting Standard - 23 on Accounting for Investments in Associates and Accounting Standard -27 on Financial Reporting of Interests in Joint Venture in Consolidated Financial Statements, your Directors have the pleasure in attaching the Consolidated Financial Statements which form a part of the Annual Report.

The performance of the Company on consolidated basis is discussed at length in the Management discussion and analysis.

Subsidiary companies

Pursuant to the provision of Section 212(8) of the Companies Act, 1956, the Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted general exemption from attaching the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies with the Balance Sheet of the Company. A Statement containing the desired details of the company's subsidiaries is enclosed in the Annual Report. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

The annual accounts of the subsidiary companies and the related detailed information shall be made available to the holding and subsidiary investors seeking such information at any point of time. Any shareholder of the Company/ its subsidiaries interested in obtaining the annual accounts of the subsidiaries may write to the Company Secretary at the Registered Office of the Company. The annual accounts of the subsidiary companies shall also be kept for inspection by any investor in a Registered Office of the Company. In the opinion of the management, the consolidated accounts present a full and fair picture of the state of affairs and financial condition and they are accepted globally.

Details of subsidiaries of the Company and their performance are covered in Management discussion and analysis Report forming part of the Annual Report.

Exports

The Company's exports during the year were Rs.2,605 million as against Rs.2,148 million in the previous financial year. The Company continues to make its efforts towards achieving higher growth by providing cost competitive quality solutions to its customers. In addition, the Company has facilities mainly in Europe, to constantly service the customers as well as scan the markets for growth.

Corporate governance

A separate section on Corporate Governance, forming a part of the Director's Report and the certificate from the Company's auditors confirming compliance of conditions on Corporate Governance as stipulated in Clause 49 of the Listing Agreement, is included in the Annual Report.

Listing

The shares of your Company are listed at National Stock Exchange of India Limited, Bombay Stock Exchange Limited, Delhi Stock Exchange Limited and Ahmedabad Stock Exchange Limited. The listing fees for the year 2011-12 have been paid to the said Stock Exchanges.

Particulars Of employees

Information as per Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the name and other particulars of the employees are set out in the annexure to the Directors' Report.

However, having regard to the provisions of section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report is being sent to all the shareholders of the company excluding the statement of particulars of employees under section 217(2A) of the Companies Act, 1956. Any shareholder interested in obtaining a copy of the said statement may write to the Company Secretary at the registered ofce of the Company.

Energy conservation, technology absorption and foreign exchange earning and Outgo

Information under section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure ÃA' to this Report.

Human resources

The relations with the employees and associates continued to remain cordial throughout the year. The Directors of your Company wish to place on record their appreciation for the excellent team spirit and dedication displayed by the employees of the Company.

Acknowledgement

Your Board of Directors would like to place on record their sincere appreciation for the wholehearted support and contributions made by all the employees of the Company as well as customers, suppliers, bankers and government authorities particularly in the state of Delhi, Haryana, Uttar Pradesh, Maharashtra, Tamilnadu and Karnataka towards the conduct of the efficient operations of your Company. Last but not the least the Board of Directors wish to thank all the stakeholders of the Company and the collaborator Sumitomo Wiring Systems Limited, Japan for its continuous support.

For and on behalf of the Board

for MOTHERSON SUMI SYSTEMS LIMITED

M. S. gujral V.C. Sehgal

Chairman Vice Chairman

Place : Noida

Date : July 29, 2011

Mar 31, 2010

The Directors have the pleasure in presenting the 23rd Annual Report together with the audited accounts of the Company for the financial year ended 31st March, 2010.

FINANCIAL RESULTS

The summarized financial results of the company for the year ended 31st March, 2010 and for the previous year ended 31st March, 2009 are as follows:

(Rs. in Million)

Year ended Year ended 31.03.2010 31.03.2009

Gross sales 18,284 14,429

Net sales 17,049 12,949

Other Income 1,235 372

Profit before depreciation,

interest and tax 3,569 1,688

Less: Depreciation 646 545

Less: Interest (net) 252 291

Profit before tax 2,671 852

Less: Provision for taxation 886 157

Profit after tax 1,785 695

Add: Balance brought forward 1,631 1,597

Profit available for appropriation 3,416 2,292

OPERATIONS AND PERFORMANCE

The year under review was a transformational year for the Company. The Company has scaled new heights and set several new benchmarks in terms of sales, profit and net worth. During the year under review, your company achieved a turnover of Rs. 18,284 million including other income of Rs. 1,235 million resulting in a growth of about 37.25% over its turnover of Rs. 13,321 million

including other income of Rs. 372 million of the previous financial year ended March, 2009.

The profit after tax for the year ended March, 2010 at Rs. 1,785 million was higher than 157% from the previous financial year ended March, 2009 at Rs. 695 million. As per the Consolidated Accounts, the profit after tax was Rs. 2,336 million as compared to Rs. 2,212 million in year 2008-09.

The operational performance of the Company has been comprehensively covered in the Management discussion and analysis, which forms part of the Directors Report.

DIVIDEND

Your Directors recommended payment of dividend of Rs.1.75 per share on the face value of Rs. 1/- each for the financial year ended March 31, 2010. The dividend, if approved by the members will be paid on or after August 26, 2010.

FOREIGN CURRENCY CONVERTIBLE BONDS (FCCBs)

Your Company had issued 50,300 Zero Coupon Foreign Currency Convertible Bonds (FCCBs) of Ã1,000 each aggregating to Ã50,300,000 on 15 July 2005. The Company has received notices for exercise of conversion option by all Bondholders before the maturity date and that Bonds have been entirely converted into equity shares. Accordingly, there is no outstanding balance of FCCBs.

SHARE CAPITAL

During the financial year 2009-10, your Company has issued 19,040,000 equity shares of Rs. 1/- each and further during current financial year has issued 12,950,000 equity shares of Rs. 1/- each on account of conversion of Foreign Currency Convertible Bonds (FCCBs) as per following details:

Date of Particulars of Issue No. of Shares Total Share Allotment Capital after allotment (Rs/millions)

Share Capital as on 355.554 31-3-2009 07.01.2010 Conversion of FCCBs 1,400,000 356.954

11.01.2010 Conversion of FCCBs 700,000 357.654

16.01.2010 Conversion of FCCBs 2,030,000 359.684

28.01.2010 Conversion of FCCBs 1,120,000 360.804

30.01.2010 Conversion of FCCBs 1,400,000 362.204

06.02.2010 Conversion of FCCBs 210,000 362.414

20.02.2010 Conversion of FCCBs 210,000 362.624

06.03.2010 Conversion of FCCBs 2,135,000 364.759

Date of Particulars of Issue No. of Shares Total Share Allotment Capital after allotment (Rs/millions)

18.03.2010 Conversion of FCCBs 5,985,000 370.744

31.03.2010 Conversion of FCCBs 3,850,000 374.594 Post Balance Sheet date allotments:

14.04.2010 Conversion of FCCBs 2,100,000 376.694

26.04.2010 Conversion of FCCBs 4,200,000 380.894

18.05.2010 Conversion of FCCBs 4,200,000 385.094

23.06.2010 Conversion of FCCBs 1,050,000 386.144

30.06.2010 Conversion of FCCBs 1,400,000 387.544

CREDIT RATING

The Company continues to enjoy "A1+" rating by ICRA for its commercial paper / short-term debt program of Rs. 1,000 million.

FIXED DEPOSITS

The Company has neither invited nor accepted any deposits from the public during the year. There is no unclaimed or unpaid deposit lying with the Company.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company Maj. Gen. Amarjit Singh (Retd.) and Mr. M.S. Gujral, Directors of the Company retire by rotation and being eligible, offer themselves for re-appointment.

Brief resume of the above Directors, nature of their expertise in functional areas and the name of the public companies in which they hold the Directorship and the Chairmanship/Membership of the Committees of the Board, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, are given as Annexure to the Notice convening the Annual General Meeting.

None of the Directors of your Company is disqualified as per provision of Section 274(1)(g) of the Companies Act, 1956. Your Directors have made necessary disclosures as required under various provisions of the Act and Clause 49 of the Listing Agreement.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 and subject to disclosures in the Annual Accounts, we state as under:-

a) That in thepreparation of the annual accounts, the applicable accounting standards have been followed and that no materialdeparture were made for the same;

b) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for year ended on that date;

c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That Directors have prepared the annual accounts on a going concern basis.

AUDITORS

M/s. Price Waterhouse, Chartered Accountants (Registration No.- 007568S), statutory auditors of the Company, who retire at the conclusion of the ensuing Annual General Meeting of the Company have expressed their unwillingness to be considered for re- appointment as Auditors of the Company for the financial year 2010-11. Special notice has also been received from a member proposing the appointment of M/s. Price Waterhouse, Chartered Accountants (Registration No.-012754N) as statutory auditors of the Company for the financial year 2010-11.

M/s. Price Waterhouse, Chartered Accountants (Registration No.- 012754N) have expressed their willingness for appointment as statutory auditors and confirmed that their appointment, if made, will be within the prescribed limits under Section 224 (1B) of the Companies Act, 1956 and they are not disqualified for appointment within the meaning of Section 226 of the said Act.

AUDITORS REPORT

The observations of the Auditors and the relevant notes on the

accounts are self-explanatory and therefore do not call for any further comments.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard - 21 on Consolidated Financial Statements read with Accounting Standard - 23 on Accounting for Investments in Associates and AS -27 on Financial Reporting of Interests in Joint Venture in Consolidated Financial Statements, your Directors have the pleasure in attaching the Consolidated Financial Statements which form a part of the Annual Report.

The performance of the Company on consolidated basis is discussed at length in the Management discussion and analysis.

PARTICULARS REQUIRED AS PER SECTION 212 OF THE COMPANIES ACT, 1956

As per Section 212 of the Companies Act, 1956, a Company is required to attach the Directors report, balance sheet and profit and loss account of the subsidiaries of the Company.

Ministry of Corporate Affairs, Government of India has granted approval that the requirement to attach various documents in respect of subsidiary companies as set out in sub section (1) of Section 212 of the Companies Act, 1956, shall not apply to the Company. Accordingly, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Annual Report of the Company. Financial information of the subsidiary companies, as required by the said approval, is disclosed in the Annual Report.

A step down subsidiary company in the name of SMR Brasil LTDA at Brazil has been incorporated on 12th March, 2010 through SMR Automotive Mirror Technology Holding Hungary KFT and the first financial year will be from 12th March, 2010 to 31st December, 2010.

The annual accounts of the subsidiary companies, along with related detailed information shall be made available to the holding and subsidiary investors seeking such information at any point of time. Any shareholder of the Company/ its subsidiaries interested in obtaining the annual accounts of the subsidiaries may write to the Company Secretary at the Registered Office of the Company. The annual accounts of the subsidiary companies shall also be kept for inspection by any investor in the Registered Office of the Company. In the opinion of the management, the consolidated accounts present a full and fair picture of the state of affairs and financial condition and they are accepted globally.

Details of subsidiaries of the Company are covered in Management discussion and analysis Report forming part of the Annual Report.

AUDIT COMMITTEE

The Audit Committee was constituted in terms of the requirements set out in Clause 49 of the Listing Agreement with the stock exchange(s) on Corporate Governance comprising Mr. M. S. Gujral, Maj. Gen. Amarjit Singh (Retd.), Mr. Toshimi Shirakawa and Mr. Arjun Puri. Mr. M. S. Gujral is the Chairman of the Audit Committee.

EXPORTS

The Companys exports during the year were Rs. 2,148 million as against Rs. 2,347 million in the previous financial year. The Company continues to make its efforts towards achieving higher growth by providing cost competitive quality solutions to its customers. In addition, the Company has facilities mainly in Europe, to constantly service the customers as well as scan the markets for growth.

CORPORATE GOVERNANCE

A separate section on Corporate Governance, forming a part of the Directors Report and the certificate from the Companys auditors confirming compliance of conditions on Corporate Governance as stipulated in Clause 49 of the Listing Agreement, is included in the Annual Report.

LISTING

The shares of your Company are listed at National Stock Exchange of India Limited, Bombay Stock Exchange Limited, Delhi Stock Exchange Limited and Ahmedabad Stock Exchange Limited. The listing fees for the year 2010-11 have paid to the said Stock Exchanges.

The bonds of the Company were listed at Singapore Exchange Securities Trading Limited. Since all the bonds (FCCBs) are converted into equity shares as on 30.06.2010, there is no outstanding FCCB.

PARTICULARS OF EMPLOYEES

Information as per Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the name and other particulars of the employees are set out in the annexure to the Directors Report.

However, having regard to the provisions of section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report is being sent to all the shareholders of the company excluding the statement of particulars of employees under section 217(2A) of the Companies Act, 1956. Any shareholder interested in obtaining a copy of the said statement may write to the Company Secretary at the registered office of the Company.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Information under section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure A to this Report.

HUMAN RESOURCES

The relations with the employees and associates continued to remain cordial throughout the year. The Directors of your Company wish to place on record their appreciation for the excellent team spirit and dedication displayed by the employees of the Company.

ACKNOWLEDGEMENT

Your Board of Directors would like to place on record their sincere appreciation for the wholehearted support and contributions made by all the employees of the Company as well as customers, suppliers, bankers and government authorities particularly in the state of Delhi, Haryana, Uttar Pradesh, Maharashtra, Tamilnadu and Karnataka towards the conduct of the efficient operations of your Company. Last but not the least the Board of Directors wish to thanks the shareholders, FCCB holders of the Company and the collaborator Sumitomo Wiring Systems Limited, Japan for its continuous support.

For and on behalf of the Board for MOTHERSON SUMI SYSTEMS LIMITED

Place : Noida M.S. Gujral V. C. Sehgal

Date : July 26, 2010 Chairman Vice Chairman

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