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Notes to Accounts of Motherson Sumi Systems Ltd.

Mar 31, 2017

1. Corporate Information

Motherson Sumi Systems Limited (MSSL or ‘the Company’) was incorporated and domiciled in India on December 19, 1986 and is engaged primarily in the manufacture and sale of components to automotive original equipment manufacturers. The address of its registered office is Unit 705, C Wing, ONE BKC, G Block, Bandra Kurla Complex, Bandra East, Mumbai, Maharashtra. The Company is a public limited company and is listed in the Bombay Stock Exchange and National Stock Exchange. The Company is a joint venture entity between Samvardhana Motherson International Limited (SMIL) and Sumitomo Wiring Systems Limited, Japan.

2.1 Critical estimates and judgements

The preparation of financial statements requires the use of accounting estimates which, by definition, will seldom equal the actual results. Management also needs to exercise judgement in applying the company’s accounting policies.

This note provides an overview of the areas that involved a higher degree of judgement or complexity, and of items which are more likely to be materially adjusted due to estimates and assumptions turning out to be different than those originally assessed. Detailed information about each of these estimates and judgements is included in relevant notes together with information about the basis of calculation for each affected line item in the financial statements.

Critical estimates and judgements

The areas involving critical estimates or judgements are:

- Estimation of current tax expense and payable - Note 33

- Estimated fair value of unlisted securities- Note 35

- Estimated useful life of intangible asset - Note 4

- Estimation of defined benefit obligation - Note 21

- Estimation of provision for warranty claims - Note 20

- Recognition of deferred tax assets for carried forward tax losses - Note 10

Estimates and judgements are continually evaluated. They are based on historical experience and other factors, including expectations of future events that may have a financial impact on the company and that are believed to be reasonable under the circumstances.

3. Investment properties

(i) Amounts recognised in profit or loss for investment properties:

(ii) Contractual obligations:

Refer note 41 for disclosure of contractual obligation towards purchase of investment property.

(iii) Leasing arrangements:

Certain investment properties are leased to tenants under long-term and short-term cancellable operating leases with rentals payable monthly,

(iv) Fair value:

Estimation of fair value

The fair values of investment properties have been determined by independent valuer. The fair valuation is based on prevailing market prices/ price trend of the property in that locality/ city considering the location, size of plot, approach road, amenities, locality etc.

*Amount is below the rounding off norm adopted by the Company

Amount recognised in profit or loss:

During the year ended March 31, 2017 write-downs of inventories on account of provision in respect of obsolete / slow moving items amounted to Rs.81 million (March 31, 2016: Rs.7 million). These were recognised as an expense during the year and included in changes in value of inventories of work-in-progress, stock-in-trade and finished goods in statement of profit or loss.

4 (a) Other reserves

Reserve on amalgamation

This reserve was created at the time of amalgamation and mergers carried out in earlier years. The reserve is utilised in accordance with the provisions of the Act.

Securities premium reserve

Securities premium reserve is used to record the premium on issue of shares. The reserve is utilised in accordance with the provisions of the Act.

General reserve

General reserve is the retained earnings of a Company which are kept aside out of the Company’s profits to meet future (known or unknown) obligations.

FVOCI equity investments

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

Warranty

1. Provision for warranty relates to the estimated outflow in respect of warranty for products sold by the Company. Due to the very nature of such costs, it is not possible to estimate the timing/ uncertainties relating to the outflows of economic benefits.

Litigations

2. Provision for litigation relates to excise, entry tax and octroi demands including interest thereon, where applicable, being contested by the Company. It is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of the above, pending resolution of the respective proceedings.

The long term defined employee benefits and contribution schemes of the Company are as under:

A. Defined Benefit Schemes Gratuity

The Company operates a gratuity plan administered through Life Insurance Corporation of India (LIC) under its Group Gratuity Scheme. Every employee is entitled to a benefit equivalent to fifteen days’ salary last drawn for each completed year of service in line with the Payment of Gratuity Act, 1972. The same is payable at the time of separation from the Company or retirement, whichever is earlier. The benefits vest after five years of continuous service. The Company pays contribution to Life Insurance Corporation of India to fund its plan.

The reconciliation of opening and closing balances of the present value of the defined benefit obligations are as below:

The above sensitivity analysis is based on a change in assumption while holding all the other assumptions constant. In practice, this is unlikely to occur, and change in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefit liability recognised in balance sheet

i) Risk exposure

The gratuity scheme is a final salary Defined Benefit Plan that provides for lump sum payment made on exit either by way of retirement, death, disability, voluntary withdrawal. The benefits are defined on the basis of final salary and the period of service and paid as lump sum at exit. The plan design means the risk commonly affecting the liabilities and the financial results are expected to be:

(a) Interest rate risk: The defined benefit obligation calculated uses a discount rate based on government bonds, if bond yield fall, the defined benefit obligation will tend to increase.

(b) Salary inflation risk: Higher than expected increases in salary will increase the defined benefit obligation.

(c) Demographic risk: This is the risk of variability of results due to unsystematic nature of decrements that include mortality, withdrawal, disability and retirement. The effect of these decrements on the defined benefit obligation is not straight forward and depends upon the combination of salary increase, discount rate and vesting criteria . It is important not to overstate withdrawals because in the financial analysis the retirement benefit of a short career employee typically costs less per year as compared to long career employee.

ii) Defined benefit liability and employer contributions

Weighted average duration of the defined benefit obligation is 9 years (March 31, 2016: 9 years, April 01, 2015: 12 years)

B. Defined Contribution Schemes

The Company deposits an amount determined at a fixed percentage of basic pay every month to the State administered Provident Fund, Employee State Insurance (ESI) and Social Insurance for the benefit of the employees.

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments that have quoted price. The fair value of all equity instruments which are traded in the stock exchanges is valued using the closing price as at the reporting period.

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

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

ii. Valuation technique used to determine fair value

Specific valuation techniques used to value financial instruments include:

a. the use of quoted market prices or dealer quotes for similar instruments.

b. the fair value of forward foreign exchange contracts and principal swap is determined using forward exchange rates at the balance sheet date.

c. the fair value of interest rate swaps is calculated as the present value of the estimated future cash flows.

d. the fair value of the remaining financial instruments is determined using discounted cash flow analysis.

iii. Fair value measurements using significant unobservable inputs (level 3)

The following table presents the changes in level 3 items for the periods ended March 31, 2017 and March 31, 2016:

iv. Valuation inputs and relationships to fair value

The following table summarises the quantitative information about the significant unobservable inputs used in level 3 fair value measurements. See (ii) above for the valuation techniques adopted:

1 The fair value of non-current financial assets and financial liabilities carried at amortized cost is substantially same as their carrying amount.

2 During the year ended March 31, 2017 loan amounting to Rs.10,975 million was taken at current market rates. Loan amounting to Rs.568 million as at March 31, 2017 (March 31, 2016: Rs.1,939 Million. April 01, 2015: Rs.3,166 million) carries floating rate of interest and hence are adjusted to current market rates.

5. Financial risk management

The Company, as an internationally active supplier for the automobile industry expose its business and products to various market risks, credit risk and liquidity risk. The Company’s global presence and decentralised management structure with the main activities in the plants make necessary organised risk management system. The regulations, instructions, implementation rules and in particular, the regular communication throughout the tightly controlled management process consisting of planning, controlling and monitoring collectively form the risk management system used to define, record and minimise operating, financial and strategic risks. Below notes explain the sources of risks in which the Company is exposed to and how it manages the risks:

Market risk: A Price risk:

Fluctuation in commodity price in global market affects directly and indirectly the price of raw material and components used by the Company in its various products segment. Substantial pricing pressure from major OEMs to give price cuts and inability to pass on the increased cost to customers may also affect the profitability of the Company. The Group has set up Global Sourcing Procurement (GSP) at Sharjah which gives leverage of bulk buying and helps in controlling prices to a certain extent.

The key raw material for the Company’s wiring harness business is copper. There is substantial fluctuations in prices of copper. The Company has arrangements with its major customers for passing on the price impact. Also, the Company has entered into forward contracts to hedge copper prices at the behest of the customers.

The major raw materials used by Polymer Division of the Company are polypropylenes, polycarbonates and various grades of nylons and resins. The Company is having arrangement with major customers for actualization of raw material price variations periodically. Motherson Polymer Solutions, compounding unit has been established with a view of taking leverage on group’s bulk consumption on major grades. The setting up of GSP further strengthens the procurement function.

The Company is regularly taking initiatives like VA-VE ( value addition, value engineering ) to reduce its raw material costs to meet targets set up by its customers for cost downs. In respect of customer nominated parts , the Company has back to back arrangements for cost savings with its suppliers.

The exchange variations in India has mainly impacted the imports, but however the Company has arrangements with its major domestic customers for passing on the exchange impact on import purchase and has considerably increased its export sales during last few years to attain natural hedge. The Company also does selective hedging to hedge its risks associated with foreign currency.

The derivative instruments and unhedged foreign currency exposure is as follows:

A. Interest rate risk:

Interest rate risk is the risk that the fair value of future cash flows of the financial instruments will fluctuate because of changes in market interest rates. The Company’s main interest rate risk arises from long-term borrowings with variable rates, which exposes the Company to cash flow interest rate risk. During March 31, 2017 and March 31, 2016, the Company’s borrowings at variable rate were mainly denominated in INR and USD.

The credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations towards the Company and arises principally from the Company’s receivables from customers and deposits with banking institutions. The maximum amount of the credit exposure is equal to the carrying amounts of these receivables.

The Company has developed guidelines for the management of credit risk from trade receivables. The Company’s primary customers are major Indian automobile manufacturers (OEMs) with good credit ratings. Non-OEM clients are subjected to credit assessments as a precautionary measure, and the adherence of all clients to payment due dates is monitored on an on-going basis, thereby practically eliminating the risk of default. The Company has deposited liquid funds at various banking institutions. Primary banking institutions are major Indian and foreign banks. In long term credit ratings these banking institutions are considered to be investment grade. Also, no impairment loss has been recorded in respect of fixed deposits that are with recognised commercial banks and are not past due.

B Liquidity risk:

The liquidity risk encompasses any risk that the Company cannot fully meet its financial obligations. To manage the liquidity risk, cash flow forecasting is performed in the operating divisions of the Company and aggregated by Company finance. The Company’s finance monitors rolling forecasts of the Company’s liquidity requirements to ensure it has sufficient cash to meet operational needs while maintaining sufficient headroom on its undrawn committed borrowing facilities / overdraft facilities at all times so that the Company does not breach borrowing limits or covenants (where applicable) on any of its borrowing facilities.

6. Capital management

(a) Risk management

The Company’s objectives when managing capital is to safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders, and maintain an optimal capital structure to reduce the cost of capital.

Consistent with others in the industry, the Company monitors NET Debt to EBITDA ratio i.e. Net debt (total borrowings net of cash and cash equivalents) divided by EBITDA (Profit before tax plus depreciation and amortization expense plus finance costs).

The Company’s strategy is to ensure that the Net Debt to EBITDA is managed at an optimal level considering the above factors. The Net Debt to EBITDA ratios were as follows:

(b) Loan covenants

Under the terms of the major borrowing facilities, the Company is required to comply with certain financial covenants and the Company has complied with those covenants throughout the reporting period.

7. Related Party Disclosures

I. Related party disclosures, as required by Ind AS 24, “Related Party Disclosures”, are given below:

a. Entities with joint control over the entity/(Promoters)

Relationship where control exists

b. Subsidiaries of the Company

1 MSSL Mauritius Holdings Limited

2 Motherson Electrical Wires Lanka Pvt. Ltd.

3 MSSL Mideast (FZE)

4 MSSL (S) Pte Ltd.

5 MSSL Automobile Component Ltd.

6 Samvardhana Motherson Polymers Ltd.

7 MSSL GB Limited

8 Motherson Wiring System (FZE)

9 MSSL GmbH

10 MSSL Tooling (FZE)

11 Samvardhana Motherson Invest Deutschland GmbH

12 MSSL Advanced Polymers s.r.o.

13 Motherson Orca Precision Technology GmbH

14 MSSL s.r.l. Unipersonale

15 Samvardhana Motherson Polymers Management Germany GmbH

16 Motherson Techno Precision Mexico S.A. De C.V.

17 MSSL Manufacturing Hungary kft.

18 MSSL Australia Pty Ltd.

19 Motherson Elastomers Pty. Ltd.

20 Motherson Investment Pty. Ltd.

21 MSSL Ireland Private Ltd.

22 MSSL Global RSA Module Engineering Ltd.

23 MSSL Japan Limited

24 Vacuform 2000 (Pty) Ltd.

25 MSSL Mexico, S.A. De C.V,

26 MSSL WH System (Thailand) Co., Ltd.

27 MSSL Korea WH Limited

28 MSSL Consolidated Inc.

29 MSSL Overseas Wiring System Ltd.

30 MSSL Wiring System Inc.

31 Alphabet de Mexico, S.A. de C.V.

32 Alphabet de Mexico de Monclova, S.A. de C.V,

33 Alphabet de Saltillo, S.A. de C.V,

34 MSSL Wirings Juarez, S.A. de C.V,

35 Samvardhana Motherson Global Holdings Limited

36 Samvardhana Motherson Automotive Systems Group B.V.

37 Samvardhana Motherson Reflectec Group Holdings Ltd.

38 SMR Automotive Technology Holding Cyprus Ltd.

39 SMR Automotive Mirror Parts and Holdings UK Ltd.

40 SMR Automotive Holding Hong Kong Ltd

41 SMR Automotive Systems India Ltd.

42 SMR Automotive Systems France S.A.

43 SMR Automotive Mirror Technology Holding Hungary Kft

44 SMR Patents S.aR.L.

45 SMR Automotive Technology Valencia S.A.U.

46 SMR Automotive Mirrors UK Ltd.

47 SMR Automotive Mirror Services UK Ltd.

48 SMR Automotive Mirror International USA Inc.

49 SMR Automotive Systems USA Inc.

50 SMR Automotive Beijing Co. Ltd.

51 SMR Automotive Yancheng Co. Ltd.

52 SMR Automotive Mirror Systems Holding Deutschland GmbH

53 SMR Holding Australia Pty Ltd.

54 SMR Automotive Australia Pty. Ltd.

55 SMR Automotive Mirror Technology Hungary Bt

56 SMR Automotive Modules Korea Ltd. (formerly known as SMR Poong Jeong Automotive Mirrors Korea Ltd.)

57 SMR Automotive Beteiligungen Deutschland GmbH

58 SMR Hyosang Automotive Ltd.

59 SMR Automotive Mirrors Stuttgart GmbH

60 SMR Automotive Systems Spain S.A.U.

61 SMR Automotive Vision Systems Mexico S.A. de C.V,

62 SMR Automotive Servicios Mexico S.A. de C.V,

63 SMR Grundbesitz GmbH & Co. KG

64 SMR Automotive Brasil LTDA

65 SMR Automotive System (Thailand) Ltd.

66 SMR Automotives Systems Macedonia Dooel Skopje

67 SMR Automotive Operations Japan K.K.

68 SMR Automotive (Langfang) Co. LTD

69 SMR Automotive Vision System Operations USA INC

70 SMR Mirror UK Limited

71 Samvardhana Motherson Peguform GmbH

72 SMP Automotive Interiors (Beijing) Co. Ltd.

73 SMP Deutschland GmbH

74 SMP Logistik Service GmbH (previously known as SMP Automotive Solutions Personalleasings GmbH)

75 SMP Automotive Solutions Slovakia s.r.o.

76 Changchun Peguform Automotive Plastics Technology Co., Ltd.

77 Foshan Peguform Automotive Plastics Technology Co., Ltd.

78 SMP Automotive Technology Management Services (Changchun) Co. Ltd.

79 SMP Automotive Technology Iberica S.L.

80 Samvardhana Motherson Peguform Barcelona S.L.U

81 SMP Automotive Technologies Teruel Sociedad Limitada

82 Samvardhana Motherson Peguform Automotive Technology Portugal S.A.

83 SMP Automotive Systems Mexico S.A. de C.V.

84 SMP Automotive Produtos Automotivos do Brasil Ltda.

85 SMP Automotive Exterior GmbH

86 Samvardhana Motherson Innovative Autosystems BV & Co. KG

87 Samvardhana Motherson Innovative Autosystems Holding Company BV

88 SM Real Estate GmbH

89 Samvardhana Motherson Innovative Autosystems de Mexico, S.A. de C.V.

90 SMP Automotive Systems Alabama Inc.

91 Motherson Innovations Company Limited

92 Motherson Innovations Deutschland GmbH

93 Samvardhana Motherson Global (FZE)

94 SMR Automotive Industries RUS Limited Liability Company (incorporated on 03.10.2016)

95 Celulosa Fabril S.A. (Zaragoza, ES)

96 Modulos Rivera Alta S.L.U.

97 Motherson Innovations Lights GmbH & Co KG

(formerly Kobek Siebdruck GmbH & Co. KG - acquired on 02.01.2017)

98 Motherson Innovations Lights Verwaltungs GmbH (formerly Kobek Verwaltungs GmbH - acquired on 02.01.2017)

99 MSSL Estonia WH O0 (incorporated on 30.01.2017)

100 PKC Group Plc (Acquired on 27.03.2017)

101 PKC Wiring Systems Oy (Acquired on. 27.03.2017)

102 PKC Netherlands Holding B.V. (Acquired on. 27.03.2017)

103 PKC Group Poland Sp. z o.o. (Acquired on. 27.03.2017)

104 PKC Wiring Systems Llc (Acquired on. 27.03.2017)

105 PKC Group APAC Limited (Acquired on. 27.03.2017)

106 PKC Group Canada Inc. (Acquired on. 27.03.2017)

107 PKC Group USA Inc. (Acquired on. 27.03.2017)

108 PKC Group Mexico S.A. de C.V. (Acquired on. 27.03.2017)

109 Project del Holding S.a.r.l. (Acquired on. 27.03.2017)

110 PK Cables do Brasil Ltda (Acquired on. 27.03.2017)

111 PKC Eesti AS (Acquired on. 27.03.2017)

112 TKV-sarjat Oy (Acquired on. 27.03.2017)

113 PKC SEGU Systemelektrik GmbH (Acquired on. 27.03.2017)

114 PK Cables Nederland B.V. (Acquired on. 27.03.2017)

115 Groclin Luxembourg S.a r.l. (Acquired on. 27.03.2017)

116 PKC Vehicle Technology (Suzhou) Co., Ltd. (Acquired on. 27.03.2017)

117 AEES Inc. (Acquired on. 27.03.2017)

118 PKC Group Lithuania UAB (Acquired on. 27.03.2017)

119 PKC Group Poland Holding Sp. z o.o. (Acquired on. 27.03.2017)

120 OOO AEK (Acquired on. 27.03.2017)

121 Kabel-Technik-Polska Sp. z o.o. (Acquired on. 27.03.2017)

122 AEES Power Systems Limited partnership (Acquired on. 27.03.2017)

123 T.I.C.S. Corporation (Acquired on. 27.03.2017)

124 Fortitude Industries Inc. (Acquired on. 27.03.2017)

125 AEES Manufactuera, S. De R.L de C.V. (Acquired on. 27.03.2017)

126 Cableodos del Norte II, S. de R.L de C.V. (Acquired on. 27.03.2017)

127 Manufacturas de Componentes Electricos de Mexico S. de R.L de C.V. (Acquired on. 27.03.2017)

128 Arneses y Accesorios de Mexico, S. de R.L de C.V. (Acquired on. 27.03.2017)

129 Asesoria Mexicana Empresarial, S. de R.L de C.V. (Acquired on. 27.03.2017)

130 Arneses de Ciudad Juarez, S. de R.L de C.V. (Acquired on. 27.03.2017)

131 PKC Group de Piedras Negras, S. de R.L. de C.V. (Acquired on. 27.03.2017)

132 PKC Group AEES Commercial S. de R.L de C.V (Acquired on. 27.03.2017)

133 Jiangsu Huakai-PKC Wire Harness Co., Ltd. (Acquired on. 27.03.2017)

134 PKC Vechicle Technology (Hefei) Co, Ltd. (Acquired on. 27.03.2017)

135 Samvardhana Motherson Plastic Solutions GMBH & Co KG (dissolved on 16th Feb 2017) ( held by MSSL GmbH)

136 Samvardhana Motherson Nippisun Technology Ltd (SMNTL)

8. Segment Information:

Description of segments and principal activities

The Company is primarily in the business of manufacture and sale of components to automotive original equipment manufacturers.

Operating segments are reported in a manner consistent with the internal reporting to the Chief Operating Decision Maker “CODM” of the Company. The CODM is responsible for allocating resources and assessing performance of the operating segments. The Company has monthly review and forecasting procedure in place and CODM reviews the operations of the Company as a whole, hence there are no reportable segments as per Ind AS 108 “Operating Segments”

A. Information about geographical areas:

The following information discloses revenue from external customers based on geographical areas:

i) Revenue from external customers

ii) Segment Assets

Total of non-current assets other than financial instruments, investment in subsidiaries, joint ventures and associate and deferred tax assets broken down by location of the assets, is shown below

iii) Revenues from transactions with a single external customer amounting to 10 per cent or more of the Company’s revenues is as follows

Additional information:

Earlier management used to review operations of the Company based on risk and return that was further based on nature of product and services, which were categorized into Auto and Non-auto segment, whereas now CODM reviews operations of the Company as a whole, hence there are no reportable segments as per Ind AS 108 “Operating Segments”

*Amount is below the rounding off norm adopted by the Company

9. Leases

i. Operating Leases:

The Company has significant operating leases for land, premises, plant & machinery, vehicles and computers. These lease arrangements range for a period between 11 months and 15 years, which include both cancellable and non-cancellable leases. Most of the leases are renewable for further period on mutually agreeable terms and also include escalation clauses.

The Company has taken various land, commercial premises, plant and machinery under non-cancellable operating leases. The future minimum lease payments are as follows:

ii. Finance lease

The Company has taken land on long term finance lease from various Government authorities in India. The present value of minimum lease payments (MLP) under finance lease is as follows:

10. Contingent liabilities:

Claims against the Company not acknowledged as debts

# Against which Company has given bank guarantees amounting to Rs.14 million (March 31, 2016 : Rs.76 million. April 01, 2015: Rs.62 million)

(a) The Company does not expect any reimbursements in respect of the above contingent liabilities.

(b) It is not practicable for the Company to estimate the timings and amount of cash outflows, if any, in respect of the above pending resolution of the respective proceedings.

11 . In accordance with the MCA notification G.S.R. 308(E) dated March 30, 2017, details of Specified Bank Notes (SBN) and Other Denomination Notes (ODN) held and transacted during the period from November 8, 2016 to December 30, 2016, is as below in respect of entities in India : :

12. Due to micro, small and medium enterprises

The Company has certain dues to suppliers registered under Micro, Small and Medium Enterprises Development Act, 2006 (‘MSMED Act’). The disclosures pursuant to the said MSMED Act is as follows:

13. Disclosure pursuant to the Regulation 34(3) read with para A of Schedule V to Securities and Exchange Board of India (Listing Obligations And Disclosures Requirements) Regulation, 2015:

a) Loans and advances in the nature of loans to subsidiaries and associates

b) Investment by the loanees in the shares of the Company: The loanees have not made any investment in the shares of the Company.

14. First time adoption of Ind AS

These are the Company’s first standalone financial statements prepared in accordance with Ind AS.

The accounting policies set out in note 2 have been applied in preparing the financial statements for the year ended March 31, 2017, the comparative information presented in these financial statements for the year ended March 31, 2016 and in the preparation of an opening Ind AS balance sheet at April 01 , 2015 (the Company’s date of transition). In preparing its opening Ind AS balance sheet, the Company has adjusted the amounts reported previously in financial statements prepared in accordance with the accounting standards notified under Companies (Accounting Standards) Rules, 2006 (as amended) and other relevant provisions of the Act (previous GAAP or Indian GAAP). An explanation of how the transition from previous GAAP to Ind AS has affected the Company’s financial position, financial performance and cash flows is set out in the following tables and notes.

A. Exemptions and exceptions availed

Set out below are the applicable Ind AS 101 optional exemptions and mandatory exceptions applied in the transition from previous GAAP to Ind AS.

(i) Ind AS optional exemptions Deemed cost

Ind AS 101 permits a first-time adopter to elect to continue with the carrying value for all of its property, plant and equipment as recognised in the financial statements as at the date of transition to Ind AS, measured as per the previous GAAP and use that as its deemed cost as at the date of transition after making necessary adjustments for de-commissioning liabilities. This exemption can also be used for intangible assets covered by Ind AS 38 Intangible Assets and investment property covered by Ind AS 40 Investment Properties.

Accordingly, the Company has elected to measure all its property, plant and equipment, intangible assets and investment properties at their previous GAAP carrying value. There are no decommissioning liabilities of the Company,

Designation of previously recognised financial instruments

Ind AS 101 allows an entity to designate investments in equity instruments at FVOCI on the basis of the facts and circumstances at the date of transition to Ind AS.

The Company has elected to apply this exemption for its investment in equity investments other than the investments in subsidiaries, joint ventures and associates.

Investment in subsidiaries, joint ventures & associates

There is an option to measure investments in subsidiaries, joint ventures and associates at cost in accordance with Ind AS 27 at either:

(a) Fair value on date of transition; or

(b) Previous gap carrying values

The Company has decided to use the previous gap carrying values and not to fair value its investments in subsidiaries, joint ventures and associates as on the date of transition.

(ii) Ind AS mandatory exceptions Estimates

An entity’s estimates in accordance with Ind ASs at the date of transition to Ind AS shall be consistent with estimates made for the same date in accordance with previous GAAP (after adjustments to reflect any difference in accounting policies), unless there is objective evidence that those estimates were in error.

Ind AS estimates as at April 01, 2015 are consistent with the estimates as at the same date made in conformity with previous GAAP

De-recognition of financial assets and liabilities

Ind AS 101 requires a first-time adopter to apply the de-recognition provisions of Ind AS 109 prospectively for transactions occurring on or after the date of transition to Ind AS. However, Ind AS 101 allows a first-time adopter to apply the de-recognition requirements in Ind AS 109 retrospectively from a date of the entity’s choosing, provided that the information needed to apply Ind AS 109 to financial assets and financial liabilities derecognised as a result of past transactions was obtained at the time of initially accounting for those transactions.

Classification and measurement of financial assets

Assessment whether assets meets the criteria of amortised cost or fair value through OCI on the basis of the facts and circumstances that exist at the date of transition to Ind AS and not earlier dates.

Government loans

A first-time adopter is required to apply the requirements in Ind AS 109 and Ind AS 20 prospectively to government loans existing at the date of transition to Ind AS. However, a first-time adopter may choose to apply the requirements of Ind AS 109 and Ind AS 20 to government loans retrospectively, if the information needed to do so had been obtained at the time of initially accounting for that loan.

Impairment of financial assets

If at the time of transition to Ind AS, the entity is unable to approximate the credit risk at the time of initial recognition of financial asset, the entity must recognize loss based on expected credit loss as at transition date.

B. Reconciliations between previous GAAP and Ind AS

Ind AS 101 requires an entity to reconcile equity, total comprehensive income and cash flows for prior periods. The following tables represent the reconciliations from previous GAAP to Ind AS.

C Notes to first-time adoption of IND AS

1 Deemed Cost for Property, Plant & Equipment, Investment Property and Intangible Assets:

Ind AS 101 permits a first-time adopter to elect to continue with the carrying value for all of its property, plant and equipment as recognised in the financial statements as at the date of transition to Ind AS, measured as per the previous GAAP and use that as its deemed cost as at the date of transition after making necessary adjustments for de-commissioning liabilities. This exemption can also be used for intangible assets covered by Ind AS 38 Intangible Assets and investment properties covered by Ind AS 40 Investment Properties. Accordingly, the Company has elected to measure all its property, plant and equipment, intangible assets and investment properties at their previous GAAP carrying value. There are no decommissioning liabilities of the Company.

2 Investment property

Under the previous GAAP, investment properties were presented as part of non-current investments. Under Ind AS, investment properties are required to be separately presented on the face of the balance sheet. There is no impact on the total equity or profit as a result of this adjustment.

3 Fair valuation of investments

Under the previous GAAP, investments in equity instruments were classified as long-term investments or current investments based on the intended holding period and realisability. Long-term investments were carried at cost less provision for other than temporary decline in the value of such investments. Current investments were carried at lower of cost and fair value. Under Ind AS, these investments are required to be measured at fair value. The resulting fair value changes of these investments have been recognised in other comprehensive income as management has opted to value the equity investment through OCI as at the date of transition. Accordingly non current investments has increased by Rs.215 million as at March 31 ,2016 (April 01, 2015: Rs.211 million) and current investments by Rs.6 million as at March 31, 2016 (April 01, 2015: Rs.6 million).

Consequent to the above, the total equity as at March 31, 2016 increased by Rs.172 million (net of deferred tax of Rs.49 million) (April 01, 2015 - Rs.169 million (net of deferred tax of Rs.48 million)).

The Company has decided to use the previous gap carrying values and not to fair value its investments in subsidiaries, joint ventures and associates as on the date of transition.

4 Deferred Tax

Under IND AS deferred tax has been recognised on the adjustments made on transition to IND AS. Leasehold land is a non-depreciable asset, Management is expecting that its carrying value will be recovered through sale and indexation benefit at the time of disposal will be available, accordingly deferred tax asset on the difference between carrying value and indexed value has been created.

5 Security deposit

Security deposit mainly comprises of deposits given to electricty department, rental deposits etc. These all are short term in nature and hence they have been classified under current financials assets.Their fair value is equal to their carrying value as disclosed in the financials.

6 Retained earnings

Retained earnings as at April 01, 2015 has been adjsuted consequent to the IND AS adjustments.

7 Proposed dividend

Under the previous GAAP, dividends proposed by the board of directors after the balance sheet date but before the approval of the financial statements were considered as adjusting events. Accordingly, provision for proposed dividend was recognised as a liability. Under Ind AS, such dividends are recognised when the same is approved by the shareholders in the general meeting. Accordingly, the liability for proposed dividend of Rs.3,185 million as at April 01, 2015 included under provisions has been reversed with corresponding adjustment to retained earnings. Consequently, the total equity increased by an equivalent amount.

8 Borrowings

Ind AS 109 requires transaction costs incurred towards origination of borrowings to be deducted from the carrying amount of borrowings on initial recognition, earlier they were shown as prepaid expenses. These costs are recognised in the profit or loss over the tenure of the borrowing as part of the interest expense by applying the effective interest rate method.

Under previous GAAP, these transaction costs were charged to profit or loss over the period of the borrowing on a straight line basis. Accordingly, borrowings as at March 31, 2016 have been reduced by Rs.18 million (April 01, 2015 — Rs.33 million) and prepaid expenses as at March 31, 2016 decreased by Rs.9 million (April 01, 2015: Rs.28 million) .

During the financial year 2015-16 the Company has received a interest free loan of Rs.51 million from Pradeshiya Industrial & Investment Corporation of U.P. Ltd. (PICUP) which is amortised based on the effective interest rate method and the amortised portion is treated as government grant and accordingly there is a decrease in borrowings by Rs.25 million.

The retained earning for the period ended on March 31,2016 is increased by Rs.5 million (April 01, 2015: Rs.4 million) on account of amortisation of borrowing cost and decreased by Rs.1 million on account of notional interest expense on PICUP loan.

9 Government grant:

Under previous GAAP, government grants that were given with reference to total capital outlay were credited to capital reserve and treated as part of shareholders’ funds. Under Ind AS, Government grants relating to the purchase of property, plant and equipment shall be presented in the balance sheet by setting up the grant as deferred income and are credited to profit or loss on a straight-line basis over the expected lives of the related assets and presented within other income. Consequently, capital reserve decreased by Rs.163 million and deferred income of Rs.112 million is recorded after taking Rs.51 million to retained earnings as at April 01, 2015. Further, an amount of Rs.11 million was credited to profit or loss during March 31,2016.

Ind AS 101 requires a first-time adopter to apply the requirements of Ind AS 109, Financial instruments and Ind AS 20, Accounting for Government Grants and Disclosure of Government Assistance, prospectively to government loans at below market rate of interest obtained after the date of transition to Ind AS.

During the financial year 2015-16 the Company has received a interest free loan of Rs.51 million from Pradeshiya Industrial & Investment Corporation of U.P. Ltd. (PICUP) which is amortised based on the effective interest rate method and the amortised portion is treated as government grant and accordingly we have considered a deferred income of Rs.23 million under government grant after crediting amount of Rs.2 million on account of amortisation to profit or loss for the period ended on March 31,2016.

10 Revenue:

Under previous GAAP, revenue in case of sales of tools was recognized upon transfer of significant risk and reward of ownership. Under Ind AS, tooling revenue is recognized on the basis of percentage of completion method and accordingly revenues and costs are recognized on the basis of stage of completion of tools. Consequently, revenue and cost of material consumed has decreased by Rs.666 million for the year ended March 31,2016. There is no impact on profit and loss.

Consequent to the above, the total inventory as at March 31, 2016 decreased by Rs.564 million (April 01, 2015 -Rs.1,009 million), unbilled revenue as at March 31, 2016 increased by Rs.929 million (April 01, 2015 - Rs.1,596 million) and trade payables as at March 31, 2016 increased by Rs.363 million (April 01, 2015 - Rs.586 million)

11 Excise duty

Under the previous GAAP, revenue from sale of products was presented exclusive of excise duty. Under Ind AS, revenue from sale of goods is presented inclusive of excise duty. The excise duty paid is presented on the face of the statement of profit and loss as part of expenses. This change has resulted in an increase in total revenue and total expenses for the year ended March 31, 2016 by Rs.5,889 million. There is no impact on the total equity and profit.

12 Cash discount

Under previous GAAP, cash discount was shown separately under other expenses whereas under Ind AS, it has been netted off from revenue. Consequently, for the period ended March 31,2016 amount of Rs.13 million pertaining to cash discount has been netted off from revenue.

13 Borrowing cost

Ind AS 109 requires transaction costs incurred towards origination of borrowings to be deducted from the carrying amount of borrowings on initial recognition. These costs are recognised in the profit or loss over the tenure of the borrowing as part of the interest expense by applying the effective interest rate method.

The retained earning for the period ended on March 31,2016 is increased by Rs.4 million.

As per Ind AS 23, borrowing costs includes exchange differences arising from foreign currency borrowings to the extent that they are regarded as an adjustment to interest costs. Consequently exchange loss on external commercial borrowings of Rs.256 million coming under other expenses is reclassified to finance cost for the period ended on March 31, 2016. There is no impact on profit for the year.

14 Other comprehensive income

Under Ind AS, all items of income and expense recognised in a period should be included in the statement of profit and loss for the period, unless a standard requires or permits otherwise. Items of income and expense that are not recognised in profit or loss but are shown in the statement of profit and loss as ‘other comprehensive income’ includes remeasurements of defined benefit plans, fair value gains or (losses) on FVTOCI equity instruments and fair value gains or (losses) on FVTOCI debt instruments net of tax. The concept of other comprehensive income did not exist under previous GAAP. The total comprehensive income for the year ended on March 31, 2016 decreased by Rs.34 million due to such adjustments.

15 Remeasurements of post-employment benefit obligations

Under Ind AS, remeasurements i.e. actuarial gains and losses and the return on plan assets, excluding amounts included in the net interest expense on the net defined benefit liability are recognised in other comprehensive income instead of profit or loss. Under the previous GAAP, these remeasurements were forming part of the profit or loss for the year. As a result of this change actuarial loss of Rs.58 million was reclassified during March 31, 2016, from the profit or loss to other comprehensive income and corresponding deferred tax on the same of Rs.20 million is also reclassified to other comprehensive income. There is no impact on the total equity as at March 31, 2016.

15 The company enters into contracts for manufacturing and sale of tooling to various OEM’s which are falling in the definition of Construction Contracts as per Ind AS 11

16 During the year ended March 31, 2017, the Company has allotted 17,762,460 equity shares and 62,884,827 equity shares of Rs.1 each to Sumitomo Wiring Systems Japan and Qualified Institutional Buyers respectively at an issue price of Rs.317 per equity share (including premium of Rs.316 per equity share). Share issue expenses amounting to Rs.288 million has been charged to Securities Premium Account as per the provisions of Companies Act 2013. The proceeds from the issue have been utilised for the business combination referred to in note 51.

17 During the year ended March 31, 2017, the Company through its wholly owned subsidiary MSSL Estonia WH OU acquired 93.75% of PKC Group Plc outstanding share and stock options. The total consideration payable in cash amounted to Euro 571 million ( Rs.4,034 crores) including consideration for 6.25% share which is in the process of being acquired.

18 The Company has a comprehensive system of maintenance of information and documents as required by the transfer pricing legislation under sections 92-92F of the Income Tax Act, 1961. Since the law requires existence of such information and documentation to be contemporaneous in nature, the Company appoints independent consultants for conducting a Transfer Pricing Study to determine whether the transactions with associate enterprises are undertaken, during the financial year, on an “arm’s length basis”. Adjustments, if any, arising from the transfer pricing study shall be accounted for as and when the study is completed for the current financial year. However, the management is of the opinion that its international and domestic transactions are at arm’s length so that the aforesaid legislation will not have any impact on the financial statements, particularly on the amount of tax expense and that of provision for taxation


Mar 31, 2016

1. General Information

Motherson Sumi Systems Limited was incorporated in India on 19th December, 1986 and is engaged primarily in the manufacture and sale of components to automotive original equipment manufacturers. Company has manufacturing plants in India and sells primarily in India, Europe and Japan. The Company is a public limited company and is presently listed on the Bombay Stock Exchange and National Stock Exchange. The Company is a joint venture entity between Samvardhana Motherson International Limited and Sumitomo Wiring Systems Limited, Japan.

2. The long term defined employee benefits and contribution schemes are as under

A) Defined Contribution Schemes

The Company deposits an amount determined at a fixed percentage of basic pay every month to the State administered Provident Fund and Employee State Insurance authority (ESI) for the benefit of the employees.

(B) Defined Benefit Schemes

(1) Gratuity: The Company operates a gratuity plan administered through Life Insurance Corporation of India (LIC) under its Group Gratuity Scheme. Every employee is entitled to a benefit equivalent to fifteen days'' salary last drawn for each completed year of service in line with the Payment of Gratuity Act, 1972. The same is payable at the time of separation from the Company or retirement, whichever is earlier. The benefits vest after five years of continuous service. The Company pays contribution to Life Insurance Corporation of India to fund its plan.

3. SEGMENT REPORTING

The Company has considered the business segment as the primary reporting segment on the basis that the risk and returns of the Company is primarily determined by the nature of products and services. Consequently, the geographical segment has been considered as a secondary segment.

The business segment have been identified on the basis of the nature of products and services, the risks and returns, internal organisation and management structure and the internal performance reporting systems.

4. Related Party Disclosures

Related party disclosures, as required by AS18, "Related Party Disclosures", are given below:

I Relationships where control exists:

Subsidiaries of the Company:

1. MSSL Mauritius Holdings Limited

2. Motherson Electrical Wires Lanka Pvt. Ltd

3. MSSL Mideast (FZE)

4. MSSL (S) Pte Ltd.

5. MSSL Automobile Component Ltd

6. Samvardhana Motherson Polymers Ltd.

7. MSSL (GB) Limited

8. Motherson Wiring System (FZE)

9. MSSL GmbH

10. MSSL Tooling (FZE)

11. Samvardhana Motherson Invest Deutschland GmbH

12. MSSL Advanced Polymers s.r.o

13. Motherson Orca Precision Technology GmbH

14. MSSL s.r.l Unipersonale

15. Samvardhana Motherson Polymers Management Germany GmbH

16. Samvardhana Motherson Plastic Solutions GmbH & Co. KG

17. Motherson Techno Precision Mexico, S.A. de C.V

18. MSSL Australia Pty Ltd

19. MSSL Ireland Pvt. Limited

20. Global Environment Management (FZC)

21. Global Environment Management Australia Pty Limited

22. Motherson Elastomers Pty Limited

23. Motherson Investments Pty Limited

24. MSSL Global RSA Module Engineering Limited

25. MSSL Japan Limited

26. Vacuform 2000 (Proprietary) Limited.

27. MSSL Mexico, S.A. De C.V.

28. MSSL WH System (Thailand) Co., Ltd

29. MSSL Korea WH Limited

30. MSSL Consolidated Inc.

31. MSSL Overseas Wiring System Ltd., U.K.

32. MSSL Wiring System Inc., USA

33. Alphabet de Mexico, S.A. de C.V.

34. Alphabet de Mexico de Monclova, S.A. de C.V.

35. Alphabet de Saltillo, S.A. de C.V.

36. MSSL Wirings Juarez S.A. de C.V.

37. Samvardhana Motherson Global Holdings Ltd.

38. Samvardhana Motherson Automotive Systems Group B.V.

39. Samvardhana Motherson Reflectec Group Holdings Limited

40. SMR Automotive Technology Holding Cyprus Ltd.

41. SMR Automotive Mirror Parts and Holdings UK Ltd.

42. SMR Automotive Holding Hong Kong Limited

43. SMR Automotive Systems India Limited

44. SMR Automotive Systems France S. A.

45. SMR Automotive Mirror Technology Holding Hungary Kft

46. SMR Patents S.aR.L.

47. SMR Automotive Technology Valencia S.A.U.

48. SMR Automotive Mirrors UK Limited

49. SMR Automotive Mirror Services UK Ltd.

50. SMR Automotive Mirror International USA Inc.

51. SMR Automotive Systems USA Inc.

52. SMR Automotive Beijing Co. Limited

53. SMR Automotive Yancheng Co. Limited

54. SMR Automotive Mirror Systems Holding Deutschland GmbH

55. SMR Holding Australia Pty Limited

56. SMR Automotive Australia Pty Limited

57. SMR Automotive Mirror Technology Hungary Bt

58. SMR Poong Jeong Automotive Mirrors Korea Ltd.

59. SMR Automotive Beteiligungen Deutschland GmbH

60. SMR Hyosang Automotive Ltd.

61. SMR Automotive Mirrors Stuttgart GmbH

62. SMR Automotive Systems Spain S.A.U.

63. SMR Automotive Vision Systems Mexico S.A. de C.V.

64. SMR Automotive Servicios Mexico S.A. de C.V.

65. SMR Grundbesitz GmbH & Co. KG

66. SMR Automotive Brasil LTDA

67. SMR Automotive System (Thailand) Limited

68. SMR Automotives Systems Macedonia Dooel Skopje

69. SMR Automotive Operations Japan K.K.

70. SMR Automotive (Langfang) Co. Ltd.

71. SMR Automotive Vision System Operations USA INC

72. SMR Mirror UK Limited

73. Samvardhana Motherson Peguform GmbH

74. SMP Automotive Interiors (Beijing) Co. Ltd

75. SMP Deutschland GmbH

76. SMP Logistik Service GmbH

77. SMP Automotive Solutions Slovakia s.r.o

78. Changchun Peguform Automotive Plastics Technology Co. Ltd

79. Foshan Peguform Automotive Plastics Technology Co. Ltd.

80. SMP Automotive Technology Management Services (Changchun) Co. Ltd.

81. SMP Automotive Technology Iberica S.L

82. Samvardhana Motherson Peguform Barcelona S.L.U

83. SMP Automotive Technologies Teruel Sociedad Limitada

84. Samvardhana Motherson Peguform Automotive Technology Portugal S.A

85. SMP Automotive Systems Mexico S.A. de C.V

86. SMP Automotive Produtos Automotivos do Brasil Ltda.

87. SMP Automotive Exterior GmbH

88. Samvardhana Motherson Innovative Autosystems B.V. & Co. KG (known as SMIA BV & Co. KG)

89. Samvardhana Motherson Innovative Autosystems Holding Company BV

90. SM Real Estate GmbH

91. Samvardhana Motherson Innovative Autosystems de Mexico, S.A. de C.V

92. Samvardhana Motherson Real Estate Unit de Mexico, S.A. de C.V. . (Merged with Samvardhana Motherson Innovative Autosystems de Mexico, S.A. de C.V. w.e.f. 07.10.2015)

93. SMIA de Mexico Administrative Services, S.A. de C.V. (Merged with Samvardhana Motherson Innovative Autosystems de Mexico, S.A. de C.V. w.e.f. 07.10.2015)

94. SMP Automotive Systems Alabama Inc. (become the subsidiary w.e.f. 30.06.2015)

95. Motherson Innovations Company Limited, U.K. (incorporated on 18.11.2015)

96. Motherson Innovations Deutschland GmbH (become the subsidiary w.e.f. 26.02.2016)

97. Samvardhana Motherson Global (FZE) (become the subsidiary w.e.f. 03.02.2016)

II. Other Related Parties

a. Joint Ventures:

1. Kyungshin Industrial Motherson Pvt. Ltd. (converted into Pvt. Ltd. w.e.f. 06.04.2015)

2. Calsonic Kansei Motherson Auto Products Pvt. Ltd.

3. Samvardhana Motherson Nippisun Technology Ltd.

4. Woco Motherson Elastomer Ltd. (discontinued from 28.05.2015) (Refer Note 13)

5. Woco Motherson Advanced Rubber Technologies Ltd. (discontinued w.e.f. 28.05.2015) (Refer Note 13)

6. Woco Motherson Limited (FZC) (discontinued w.e.f. 28.05.2015)

7. Ningbo SMR Huaxiang Automotive Mirrors Co. Limited

8. Chongqing SMR Huaxiang Automotive Products Limited

9. Celulosa Fabril (Cefa) S.A. (Zaragoza, ES)

10. Modulos Rivera Alta S.L.U.

11. Eissmann SMP Automotive interieur Slovakia s.r.o.

b. Associate Companies:

1. Saks Ancillaries Limited

2. Re-time Pty Limited

c. Key Management Personnel:

i) Board of Directors: (From 01.04.2015 to 31.03.2016)

1. Mr. Vivek Chaand Sehgal

2. Mr. Laksh Vaaman Sehgal

3. Mr. S C Tripathi, IAS (Retd.)

4. Maj. Gen. Amarjit Singh (Retd.) (resigned w.e.f. 28.07.2015)

5. Mr. Toshimi Shirakawa

6. Mr. Arjun Puri

7. Mr. Gautam Mukherjee

8. Ms. Geeta Mathur

9. Mr. Naveen Ganzu (appointed on 14.10.2015)

10. Ms. Noriyo Nakamura

11. Mr. Pankaj Mital

ii) Other Key Management Personnel:

1. Mr. G.N. Gauba

2. Mr. Sanjay Mehta

iii) Relatives of Key Management Personnel:

1. Ms. Renu Sehgal (Wife of Mr. V.C. Sehgal)

2. Ms. Vidhi Sehgal (Daughter of Mr. V.C. Sehgal)

3. Ms. Geeta Soni (Sister of Mr. V.C. Sehgal)

4. Ms. Neelu Mehra (Sister of Mr. V.C. Sehgal)

5. Ms. Samriddhi Sehgal (Wife of Mr. L.V. Sehgal)

6. Master Siddh Vaasav Sehgal (Son of Mr. L.V. Sehgal)

d. Companies in which Key Managerial Personnel or their relatives have control/ significant influence:

1. Motherson Auto Limited

2. Motherson Air Travel Agencies Limited

3. Ganpati Auto Industries (Partnership Firm)

4. Southcity Motors Private Limited

5. Motherson Techno Tools Limited

6. Motherson Techno Tools Mideast (FZE)

7. SWS India Management & Support Service (P) Limited

8. Vaaman Auto Industry (Partnership Firm)

9. MothersonSumi INfotech and Designs Limited

10. Motherson Engineering Research and Integrated Technologies Limited

11. Moon Meadows Private Limited

12. Sisbro Motor and Workshop Private Limited

13. NACHI Motherson Tool Technology Limited

14. Motherson (Partnership Firm)

15. Samvardhana Motherson International Limited

16. A Basic Concepts Design Pty Limited

17. ATAR Mauritius Private Limited

18. Motherson Auto Solutions Limited

19. Motherson Machinery and Automations Limited

20. Spheros Motherson Thermal System Limited

21. Matsui Technologies India Limited

22. Motherson Moulds and Diecasting Limited

23. Anest Iwata Motherson Private Limited

24. Field Motor Private Limited

25. AES (India) Engineering Limited

26. Motherson Auto Engineering Service Ltd

27. Anest Iwata Motherson Coating Equipment Pvt. Ltd.

28. Nissin Advanced Coating Indo Co. Pvt. Ltd.

29. Magneti Marelli Motherson India Holding B.V.

30. Magneti Marelli Motherson Auto System Pvt. Ltd. (converted into Pvt. Ltd. w.e.f. 18.04.2015)

31. Samvardhana Motherson Finance Services Cyprus Limited

32. Samvardhana Motherson Refrigeration Product Limited

33. Samvardhana Motherson Virtual Analysis Ltd.

34. Tigers Connect Travel Systems and Solutions Limited

35. Samvardhana Motherson Holding (M) Private Limited

36. Motherson Advanced Tooling Solutions Limited

37. SCCL Infra Projects Limited

38. SCCL Global Project (FZE)

39. Fritzmeier Motherson Cabin Engineering Private Limited

40. Air Factory Energy Limited

41. CTM India Limited.

42. MSID U.S. Inc

43. Motherson Consultancies Service Limited

44. Spirited Auto Cars (I) Limited

45. Motherson Lease Solution Limited

46. Systematic Conscom Limited

47. MAS Middle East Ltd. (FZE)

48. Nachi Motherson Precision Pvt. Ltd.

49. Motherson Bergstrom HVAC Solutions Private Limited

50. Motherson Sintermetal Technology Limited

51. Advanced Technologies and Auto Resources Pte. Ltd.

52. Edcol Global Pte. Limited

53. Motherson Innovative Technologies and Research

54. Radha Rani Holdings Pte Ltd

55. Shri Sehgals Trustee Company Private Limited

56. Nirvana Niche Products Private Limited

57. Nirvana Foods GmbH

58. Magneti Marelli Motherson Shock Absorbers India Private Limited

59. Samvardhana Motherson Auto System Private Limited

60. Samvardhana Motherson Auto Component Private Limited

61. Mothersonsumi Infotech and Designs SG Pte. Ltd.

62. Mothersonsumi Infotech & Designs KK

63. MothersonSumi INfotekk and Design GmbH

64. Motherson Invenzen XLab Private Limited (formerly known as Invenzen Technologies Pvt. Ltd.)

65. Motherson Sintermetal Products S.A.

e. Joint Venturer:

1. Sumitomo Wiring Systems Limited, Japan

2. Kyungshin Corporation, Korea

3. Woco Franz Josef Wolf Holding GmbH, Germany (discontinued w.e.f. 28.05.2015)

4. Calsonic Kansei Corporation, Japan

5. E-Compost Pty. Limited, Australia

6. Dremotech GmbH & Co. KG., Germany

7. Cross Motorsport Systems AG

8. Blanos Partners S.L.

9. Changshu Automobile Interior Decoration Co., Ltd

10. Ningbo Huaxiang Electronic Co., Ltd.

11. Eissmann Automotive Slovensko s.r.o

12. Nippon Pigment(s) Pte. Ltd.

13. Toyota Tsusho Corporation, Japan

5. Leases As a lessee:

(i) Operating Lease

The Company has significant operating leases for premises, plant & machinery, vehicles and computers. These lease arrangements range for a period between 11 months and 15 years, which include both cancellable and non-cancellable leases. Most of the leases are renewable for further period on mutually agreeable terms and also include escalation clauses. Refer below the details of operating lease :

6. Current tax expense is net off provision for income tax for earlier years written back amounting to Rs.386 million (Previous year: Rs. Nil) due to completion of tax assessments for earlier year.

7. As per Section 135 of the Companies Act, 2013, a Corporate Social Responsibility (CSR) committee has been formed by the Company. The areas for CSR activities are of Skill Development and Vocation based education, Livelihood enhancement, Waste management and Sanitation, Environmental sustainability, Women and youth empowerment, Disaster relief, National Missions projects which are specified in Schedule VII of the Companies Act, 2013.

The Company is in the process of further formalising the process on CSR spends and hence has contributed Rs.23 million on promotion of girls education during the year as against Rs.136 million required to be spent in accordance with Section 135 of the Act.

8. The Company has a comprehensive system of maintenance of information and documents as required by the transfer pricing legislation under sections 92-92F of the Income Tax Act, 1961. Since the law requires existence of such information and documentation to be contemporaneous in nature, the Company appoints independent consultants for conducting a Transfer Pricing Study to determine whether the transactions with associate enterprises are undertaken, during the financial year, on an "arm''s length basis". Adjustments, if any, arising from the transfer pricing study shall be accounted for as and when the study is completed for the current financial year. However, the management is of the opinion that its international and domestic transactions are at arm''s length so that the aforesaid legislation will not have any impact on the financial statements, particularly on the amount of tax expense and that of provision for taxation.

9. Previous year figures have been reclassified to conform to this year''s classification.


Mar 31, 2015

1. General Information

Motherson Sumi Systems Limited is incorporated in India on 19th December, 1986 and is engaged primarily in the manufacture and sale of components to automotive original equipment manufacturers. The Company has manufacturing plants in India and sells primarily in India, Europe and Japan. The Company is a public limited company and is listed on the Bombay Stock Exchange, National Stock Exchange, Ahmedabad Stock Exchange and Delhi Stock Exchange. The Company is a joint venture entity between Samvardhana Motherson International Limited and Sumitomo Wiring Systems Limited, Japan.

2. Contingent Liabilities

Particulars As at As at March 31, 2015 March 31, 2014

Claims against the Company not acknowledged as debts *

a) Excise Matters 56 46

b) Sales Tax Matters 51 98

c) Service Tax Matters 44 37

d) Stamp Duty 5 5

e) Claims made by Workmen 19 18

f) Income Tax Matters 94 55

g) Custom demand matters 59 -

* Against which Company has given bank guarantee amounting to Rs. 62 million (Previous Year Rs. 33 million)

(a) It is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of the above, pending resolution of the respective proceedings.

(b) The Company does not expect any reimbursements in respect of the above contingent liabilities.

3. SEGMENT REPORTING

The Company has considered the business segment as the primary reporting segment on the basis that the risk and returns of the Company is primarily determined by the nature of products and services. Consequently, the geographical segment has been considered as a secondary segment.

The business segment have been identified on the basis of the nature of products and services, the risks and returns, internal organisation and management structure and the internal performance reporting systems.

The business segment comprise of the following:

Segments Products categories in respective segments

Automotive

Wiring Harness, High Tension Cords, Wire, Plastic Components, Rubber Components, Cockpit Assembly, Mould for wiring harness components and mould parts, plastic moulded components and brass terminals

Non-Automotive Wiring Harness, Plastic Components for white goods, Household Wires, Plates, Aerobin

Geographical segment is considered based on sales within India and outside India

c) Inter Segment Transfer Pricing

Inter Segment prices are normally negotiated amongst the segments with reference to the costs, market prices and business risks, with an overall optimisation objective for the Company.

4. Related Party Disclosures

Related party disclosures, as required by AS18, "Related Party Disclosures", are given below:

I Relationships where control exists:

Subsidiaries of the Company:

1. MSSL Mauritius Holdings Limited

2. Motherson Electrical Wires Lanka Pvt. Ltd

3. MSSL Mideast (FZE)

4. MSSL (S) Pte Ltd.

5. MSSL Handels GmbH (Liquidated on 23.07.2014)

6. MSSL Automobile Component Ltd

7. Samvardhana Motherson Polymers Ltd.

8. MSSL (GB) Limited

9. Motherson Wiring System (FZE)

10. MSSL GmbH

11. MSSL Tooling (FZE)

12. Samvardhana Motherson Invest Deutschland GmbH

13. MSSL Advanced Polymers s.r.o

14. Motherson Orca Precision Technology GmbH

15. MSSL s.r.l Unipersonale

16. Samvardhana Motherson Polymers Management Germany GmbH (through MSSL GmbH) (incorporated on 29.07.2014)

17. Samvardhana Motherson Plastic Solutions GmbH & Co. KG (through MSSL GmbH) (incorporated on 31.07.2014)

18. Motherson Techno Precision Mexico, S.A. de C.V

19. MSSL Australia Pty Ltd

20. MSSL Ireland Pvt. Limited

21. Global Environment Management (FZC)

22. Global Environment Management Australia Pty Limited.

23. Motherson Elastomers Pty Limited

24. Motherson Investments Pty Limited

25. MSSL Global RSA Module Engineering Limited

26. MSSL Japan Limited

27. Vacuform 2000 (Proprietary) Limited.

28. MSSL Mexico, S.A. De C.V.

29. MSSL WH System (Thailand) Co., Ltd

30. MSSL Korea WH Limited

31. MSSL Consolidated Inc. (w.e.f. 29.05.2014)

32. MSSL Overseas Wiring System Ltd. (w.e.f. 27.06.2014)

33. MSSL Wiring System Inc., USA (w.e.f. 29.05.2014)

34. Alphabet de Mexico, S.A. de C.V. (w.e.f 02.08.2014)

35. Alphabet de Mexico de Monclova, S.A. de C.V. (w.e.f 02.08.2014)

36. Alphabet de Saltillo, S.A. de C.V. (w.e.f 02.08.2014)

37 MSSL Wirings Juarez S.A. de C.V. (w.e.f. 20.03.2015)

38. Samvardhana Motherson Global Holdings Ltd.

39. Samvardhana Motherson Automotive Systems Group B.V.(SMRPBV) (earlier known as Samvardhana Motherson B.V.)

40. Samvardhana Motherson Reflectec Group Holdings Limited

41. SMR Automotive Technology Holding Cyprus Ltd.

42. SMR Automotive Mirror Parts and Holdings UK Ltd.

43. SMR Automotive Holding Hong Kong Limited

44. SMR Automotive Systems India Limited

45. SMR Automotive Systems France S. A.

46. SMR Automotive Mirror Technology Holding Hungary Kft

47. SMR Patents S.aR.L.

48. SMR Automotive Technology Valencia S.A.U.

49. SMR Automotive Mirrors UK Limited

50. SMR Automotive Mirror Services UK Ltd.

51. SMR Automotive Mirror International USA Inc.

52. SMR Automotive Systems USA Inc.

53. SMR Automotive Beijing Co. Limited

54. SMR Automotive Yancheng Co. Limited

55. SMR Automotive Mirror Systems Holding Deutschland GmbH

56. SMR Holding Australia Pty Limited

57. SMR Automotive Australia Pty Limited

58. SMR Automotive Mirror Technology Hungary Bt

59. SMR Poong Jeong Automotive Mirrors Korea Ltd.

60. SMR Automotive Beteiligungen Deutschland GmbH

61. SMR Hyosang Automotive Ltd.

62. SMR Automotive Mirrors Stuttgart GmbH

63. SMR Automotive Systems Spain S.A.U.

64. SMR Automotive Vision Systems Mexico S.A. de C.V.

65. SMR Automotive Servicios Mexico S.A. de C.V.

66. SMR Grundbesitz GmbH & Co. KG

67. SMR Automotive Brasil LTDA

68. SMR Automotive System (Thailand) Limited

69. SMR Automotives Systems Macedonia Dooel Skopje

70. SMR Automotive Operations Japan K.K.

71. SMR Automotive (Langfang) Co. Ltd.

72. SMR Automotive Vision System Operations USA INC

73. SMR Mirror UK Limited

74. Samvardhana Motherson Peguform GmbH

75. SMP Automotive Interiors (Beijing) Co. Ltd

76. SMP Deutschland GmbH

77. SMP Logistik Service GmbH

78. SMP Automotive Solutions Slovakia s.r.o

79. Changchun Peguform Automotive Plastics Technology Co. Ltd

80. Foshan Peguform Automotive Plastics Technology Co. Ltd.

81. SMP Automotive Technology Management Services (Changchun) Co. Ltd.

82. SMP Automotive Technology Iberica S.L

83. Samvardhana Motherson Peguform Barcelona S.L.U

84. SMP Automotive Technologies Teruel Sociedad Limitada

85. Samvardhana Motherson Peguform Automotive Technology Portugal S.A

86. SMP Automotive Systems Mexico S.A. de C.V

87. SMP Automotive Produtos Automotivos do Brasil Ltda.

88. SMP Automotive Exterior GmbH

89. SMP Tecnologia Parachoques S.A. de C.V. (Merged into SMP Automotive Systems Mexico S.A. de C.V. on 01.04.2014)

90. SMP Shock Absorber Fabrication Mexico S.A. de C.V. (Merged into SMP Automotive Systems Mexico S.A. de C.V. on 01.04.2014)

91. Samvardhana Motherson Innovative Autosystems B.V. & Co. KG (known as SMIA BV & Co. KG) (w.e.f. 31.01.2015)

92. Samvardhana Motherson Innovative Autosystems Holding Company BV (w.e.f. 31.01.2015)

93. SM Real Estate GmbH (w.e.f. 31.01.2015)

94. Kunstsoff-Technik Trier de Mexico S.A de C.V. (w.e.f. 31.01.2015)

95. Property Holdings Trier de Mexico S.A de C.V. (w.e.f. 31.01.2015)

96. Administrative Services Trier de Mexico S.A. de C.V (w.e.f. 31.01.2015)

II. Other Related Parties

a. Joint Ventures:

1. Kyungshin Industrial Motherson Limited

2. Woco Motherson Elastomer Limited

3. Woco Motherson Advanced Rubber Technologies Limited

4. Woco Motherson Limited (FZC) (Indirectly through Subsidiary)

5. Calsonic Kansei Motherson Auto Products Private Limited (converted in to Pvt. Ltd. Co. w.e.f. 31.03.2015)

6. Ningbo SMR Huaxiang Automotive Mirrors Co. Limited (Indirectly through Subsidiary)

7. Chongqing SMR Huaxiang Automotive Products Limited (Indirectly through Subsidiary)

8. Celulosa Fabril (Cefa) S.A. (Zaragoza, ES) (Indirectly through Subsidiary)

9. Modulos Rivera Alta S.L.U. (Indirectly through Subsidiary)

10. Samvardhana Motherson Nippisun Technology Ltd (SMNTL)

11. Eissmann SMP Automotive interieur Slovakia s.r.o. (Indirectly through Subsidiary)

b. Associate Companies:

1. Saks Ancillaries Limited

2. Re-time Pty Limited

c. Key Management Personnel:

i) Board of Directors: (From 01.04.2014 to 31.03.2015)

1. Mr. V.C. Sehgal

2. Mr. Laksh Vaaman Sehgal

3. Mr. Toshimi Shirakawa

4. Maj. Gen. Amarjit Singh (Retd.)

5. Mr. Arjun Puri

6. Mr. Pankaj Mital

7. Mr. S C Tripathi, IAS (Retd.)

8. Mr. Gautam Mukherjee

9. Ms. Geeta Mathur

10. Ms. Noriyo Nakamura

ii) Other Key Management Personnel:

1. Mr. G.N. Gauba

2. Mr. Sanjay Mehta

iii) Relatives of Key Management Personnel:

1. Ms. Renu Sehgal (Wife of Mr. VC. Sehgal)

2. Ms. Vidhi Sehgal (Daughter of Mr. VC. Sehgal)

3. Ms. Geeta Soni (Sister of Mr. VC. Sehgal)

4. Ms. Neelu Mehra (Sister of Mr. VC. Sehgal)

5. Ms. Samriddhi Sehgal (Wife of Mr. L.V. Sehgal)

6. Master Siddh Vaasav Sehgal (Son of Mr. L.V. Sehgal)

d. Companies in which Key Managerial Personnel or their relatives have control/ significant influence:

1. Motherson Auto Limited

2. Motherson Air Travel Agencies Limited

3. Ganpati Auto Industries (Partnership Firm)

4. Southcity Motors Private Limited (converted in to Pvt. Ltd. Co. w.e.f. 31.03.2015)

5. Motherson Techno Tools Limited

6. Motherson Techno Tools Mideast (FZE)

7. SWS India Management & Support Service (P) Limited

8. Vaaman Auto Industry (Partnership Firm)

9. Motherson Sumi INfotech and Designs Limited

10. Motherson Engineering Research and Integrated Technologies Limited

11. Moon Meadows Private Limited

12. Sisbro Motor and Workshop Private Limited

13. NACHI Motherson Tool Technology Limited

14. Motherson (Partnership Firm)

15. Samvardhana Motherson International Limited (also a Joint venturer)

16. A Basic Concepts Design Pty Limited

17. ATAR Mauritius Private Limited

18. Motherson Auto Solutions Limited

19. Motherson Machinery and Automations Limited

20. Spheros Motherson Thermal System Limited

21. Matsui Technologies India Limited

22. Motherson Moulds and Diecasting Limited

23. Anest Iwata Motherson Private Limited (converted in to Pvt. Ltd. Co. w.e.f. 31.03.2015)

24. Field Motor Private Limited (converted in to Pvt. Ltd. Co. w.e.f. 11.03.2015)

25. AES (India) Engineering Limited

26. Motherson Auto Engineering Service Ltd

27. Anest Iwata Motherson Coating Equipment Limited

28. Nissin Advanced Coating Indo Co. Limited

29. Magnetti Marelli Motherson Holding India BV

30. Magnetti Marelli Motherson Auto System Limited

31. Samvardhana Motherson Finance Services Cyprus Limited

32. Samvardhana Motherson Refrigeration Product Limited (earlier known as Motherson Zanotti Refrigeration System Limited Name Change w.e.f 11.08.2014)

33. Samvardhana Motherson Virtual Analysis Ltd.

34. Tigers Connect Travel Systems and Solutions Limited

35. Samvardhana Motherson Holding (M) Private Limited.

36. Motherson Advanced Tooling Solutions Limited

37. SCCL Infra Projects Limited

38. Fritzmeier Motherson Cabin Engineering Private Limited. (converted in to Pvt. Ltd. Co. w.e.f. 31.03.2015)

39. Air Factory Energy Limited

40. CTM India Limited.

41. MSID U.S. Inc

42. Motherson Consultancies Service Limited (earlier known as Motherson Climate System Ltd.)

43. Spirited Auto Cars (I) Limited

44. Motherson Lease Solution Limited

45. Systematic Conscom Limited

46. MAS Middle East Ltd. (FZE)

47. Nachi Motherson Precision Ltd.

48. Motherson Bergstrom HVAC Solutions Private Limited

49. Motherson Sintermetal Technology Limited

50. Advanced Technologies and Auto Resources Pte. Ltd.

51. Edcol Global Pte. Limited

52. Motherson Innovative Technologies and Research

53. Radha Rani Holdings Pte Ltd

54. Shri Sehgals Trustee Company Private Limited

55. Nirvana Niche Products Private Limited (earlier known as Nirvana Agro Products Private Limited name change w.e.f 11.11.2014))

56. Nirvana Foods GmbH (w.e.f. 16.04.2014)

57. Magneti Marelli Motherson Shock Absorbers India Private Limited (w.e.f. 01.08.2014)

58. Samvardhana Motherson Auto System Private Limited (name changed w.e.f. 19.12.2014, earlier known as Samvardhana Motherson Trading Private Limited (incorporated on 17.11.2014))

59. Samvardhana Motherson Auto Component Private Limited (SMACPL) (incorporated on 23.12.2014)

e. Joint Venturer:

1. Sumitomo Wiring Systems Limited, Japan

2. Kyungshin Corporation, Korea

3. Woco Franz Josef Wolf Holding GmbH, Germany

4. Calsonic Kansei Corporation, Japan

5. E-Compost Pty. Limited, Australia

6. Dremotech GmbH & Co. KG., Germany

7. Cross Motorsport Systems AG

8. Blanos Partners S.L.

9. Changshu Automobile Interior Decoration Co., Ltd

10. Ningbo Huaxiang Electronic Co., Ltd.

11. Eissmann Automotive Slovensko s.r.o

5. As per Section 135 of the Companies Act, 2013, a Corporate Social Responsibility (CSR) committee has been formed by the Company. The areas for CSR activities are of Skill Development and Vocation based education, Livelihood enhancement, Waste management and Sanitation, Environmental sustainability, Women and youth empowerment, Disaster relief, National Missions projects which are specified in Schedule VII of the Companies Act, 2013.

The Company is in the process of further formalising the process on CSR spends and hence 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.

6. The Company has a comprehensive system of maintenance of information and documents as required by the transfer pricing legislation under sections 92-92F of the Income Tax Act, 1961. Since the law requires existence of such information and documentation to be contemporaneous in nature, the Company appoints independent consultants for conducting a Transfer Pricing Study to determine whether the transactions with associate enterprises are undertaken, during the financial year, on an "arm''s length basis". Adjustments, if any, arising from the transfer pricing study shall be accounted for as and when the study is completed for the current financial year. However, the management is of the opinion that its international and domestic transactions are at arm''s length so that the aforesaid legislation will not have any impact on the financial statements, particularly on the amount of tax expense and that of provision for taxation.

7. Previous year figures have been reclassified to conform to this year''s classification.


Mar 31, 2014

1. General Information

Motherson Sumi Systems Limited is incorporated in India on 19th December, 1986 and is engaged primarily in the manufacture and sale of components to automotive original equipment manufacturers. The Company has manufacturing plants in India and sells primarily in India, Europe and Japan. The Company is a public limited company and is listed on the Bombay Stock Exchange, National Stock Exchange, Ahmedabad Stock Exchange and Delhi Stock Exchange. The Company is a joint venture entity between Samvardhana Motherson International Limited and Sumitomo Wiring Systems Limited, Japan.

2. Related Party Disclosures

Related party disclosures, as required by AS18, "Related Party Disclosures", are given below:

Relationships where control exists: Subsidiaries of the Company:

MSSL Mauritius Holdings Limited

MSSL Mideast (FZE)

MSSL Ireland Pvt. Limited

MSSL Handels GmbH "in Liqu."

Motherson Electrical Wires Lanka Pvt. Ltd.

MSSL Tooling (FZE)

MSSL (S) Pte Ltd.

MSSL (GB) Limited

Motherson Wiring System (FZE)

MSSL GmbH

MSSL Polymers GmbH (till 26.08.2013 - merged with MSSL GmbH)

MSSL Advanced Polymers s.r.o

Motherson Orca Precision Technology GmbH

MSSL s.r.l Unipersonale

Samvardhana Motherson Invest Deutschland GmbH

Motherson Techno Precision México, S.A. de C.V (incorporated on April 9, 2013)

MSSL Australia Pty Ltd

Motherson Elastomers Pty Limited

Motherson Investments Pty Limited

Global Environment Management (FZC)

Global Environment Management Australia Pty Limited.

MSSL Global RSA Module Engineering Limited

MSSL Japan Limited

Vacuform 2000 (Proprietary) Limited.

MSSL México, S.A. De C.V.

MSSL WH System (Thailand) Co., Ltd

MSSL Korea WH Limited

MSSL Automobile Component Ltd.

Samvardhana Motherson Polymers Ltd.

Samvardhana Motherson Global Holdings Ltd.

Samvardhana Motherson Refl ectec Group Holdings Limited

SMR Automotive Holding Hong Kong Limited

SMR Automotive Technology Holding Cyprus Ltd.

SMR Automotive Mirror Systems Holding Deutschland GmbH

SMR Poong Jeong Automotive Mirrors Korea Ltd.

SMR Hyosang Automotive Ltd.

SMR Automotive (Langfang) Co. Ltd.

SMR Holding Australia Pty Limited

SMR Automotive Australia Pty Limited

SMR Automotive Mirror Technology Hungary Bt

SMR Grundbesitz GmbH & Co. KG

SMR Automotive Mirror Parts and Holdings UK Ltd.

SMR Automotive Mirrors UK Limited

SMR Automotive Services Portchester Ltd. (till 09.07.2013)

SMR Automotive Technology Valencia S.A.U.

SMR Automotive Mirrors Services UK Ltd.

SMR Automotive Technology Holdings USA Partners (till- 31.03.2014 - dissolved)

SMR Automotive Mirror International USA Inc.

SMR Automotive Systems USA Inc.

SMR Automotive Systems France S. A.

SMR Automotive Systems India Limited

SMR Automotive Yancheng Co. Limited

SMR Automotive Beijing Company Limited

SMR Automotive Mirror Technology Holding Hungary Kft

SMR Automotive Systems Spain S.A.U.

SMR Automotive Vision Systems Mexico S.A. de C.V.

SMR Automotive Servicios Mexico S.A. de C.V.

SMR Automotive Mirrors Stuttgart GmbH

SMR Patents S.aR.L.

SMR Automotive Beteiligungen Deutschland GmbH

SMR Automotive Brasil Ltda.

SMR Automotive System (Thailand) Limited

SMR Automotives Systems Macedonia Dooel Skopje

SMR Automotive Operations Japan K.K.

SMR Automotive Vision System Operations USA INC (Incorporated on 17.03.2014)

SMR Mirror UK Limited (Incorporated on 19.03.2014)

Samvardhana Motherson B.V.

Samvardhana Motherson Peguform GmbH

SMP Deutschland GmbH

SMP Logistik Service GmbH (earlier known as SMP Automotive Solutions

Personalleasings GmbH)

SMP Automotive Solutions Slovakia s.r.o

Changchun Peguform Automotive Plastics Technology Co. Ltd

SMP Automotive Technology Management Services (Changchun) Co. Ltd.

SMP Automotive Technology Iberica S.L

Samvardhana Motherson Peguform Barcelona S.L.U (Earlier known as Peguform Module

Division Iberica Cockpits S.L.)

SMP Automotive Technologies Teruel Sociedad Limitada

Samvardhana Motherson Peguform Automotive Technology Portugal S.A

PAINTYES – Sociedade Portuguesa de Pintura, S.A. (till- 30.12.2013- merged with SMP

Automotive Technology Portugal S.A.)

SMP Automotive Systems Mexico S.A. de C.V

SMP Tecnologia Parachoques S.A. de C.V.

SMP Shock Absorber Fabrication Mexico S.A. de C.V

SMP Automotive Produtos Automotivos do Brasil Ltda.

Foshan Peguform Automotive Plastics Technology Co. Ltd.

SMP Exterior Automotive GmbH (incorporated on 31.05.2013)

SMP Automotive Interiors (Beijing) Co. Ltd (incorporated on 31.03.2014)

II. Other Related Parties

a. Joint Ventures:

Kyungshin Industrial Motherson Limited

Woco Motherson Elastomer Limited

Woco Motherson Advanced Rubber Technologies Limited

Woco Motherson Limited (FZC) (Indirectly through Subsidiary)

Calsonic Kansei Motherson Auto Products Limited

Ningbo SMR Huaxiang Automotive Mirrors Co. Limited(Indirectly through Subsidiary)

Chongqing SMR Huaxiang Automotive Products Limited (w.e.f. 08.08.2013) (Indirectly through Subsidiary)

Celulosa Fabril (Cefa) S.A. (Zaragoza, ES) (Indirectly through Subsidiary)

Modulos Rivera Alta S.L.U. (Indirectly through Subsidiary)

Samvardhana Motherson Nippisun Technology Ltd (w.e.f. 11.09.2013)

Eissmann SMP Automotive Interieur Slovensko s.r.o. (w.e.f. 31.03.2014)

b. Associate Companies:

Saks Ancillaries Limited

Re-time Pty. Limited

c. Key Management Personnel:

i) Board of Directors:

Mr. V. C. Sehgal

Mr. Laksh Vaaman Sehgal

Mr. Toshimi Shirakawa

Maj. Gen. Amarjit Singh (Retd.)

Mr. Arjun Puri

Mr. Pankaj Mital

Mr. S C Tripathi, IAS (Retd.)

Mr. Gautam Mukherjee

Ms. Geeta Mathur (w.e.f. 31.01.2014)

Ms. Noriyo Nakamura (w.e.f. 31.01.2014)

Mr. Hideaki Ueshima (till- 23.12.2013)

Mr. S.P. Talwar (till- 23.05.2013)

ii) Other Key Management Personnel:

Mr. G.N. Gauba Mr. Sanjay Mehta

iii) Relatives of Key Management Personnel:

Ms. Renu Sehgal (Wife of Mr.V.C.Sehgal)

Ms. Vidhi Sehgal (Daughter of Mr.V.C.Sehgal)

Ms. Geeta Soni (Sister of Mr.V.C. Sehgal)

Ms. Neelu Mehra (Sister of Mr.V.C. Sehgal)

Ms. Samriddhi Sehgal (Wife of Mr. Laksh Vaaman Sehgal)

d. Companies in which Key Managerial Personnel or their relatives have control/ Significant infl uence:

Motherson Auto Limited

Motherson Air Travel Agencies Limited

Ganpati Auto Industries (Partnership Firm)

Southcity Motors Limited

Motherson Techno Tools Limited

Motherson Techno Tools Mideast (FZE)

SWS India Management & Support Service (P) Limited

Vaaman Auto Industry (Partnership Firm)

Motherson Sumi INfotech and Designs Limited

Motherson Engineering Research and Integrated Technologies Limited

Moon Meadows Private Limited

Sisbro Motor and Workshop Private Limited

NACHI Motherson Tool Technology Limited

Motherson (Partnership Firm)

Samvardhana Motherson International Limited (also a joint venturer)

A Basic Concepts Design Pty. Limited

ATAR Mauritius Private Limited

Motherson Auto Solutions Limited

Motherson Machinery and Automations Limited

Spheros Motherson Thermal System Limited

Matsui Technologies India Limited

Motherson Moulds and Diecasting Limited

Anest Iwata Motherson Limited

Field Motor Limited

AES (India) Engineering Limited

Motherson Auto Engineering Service Ltd

Anest Iwata Motherson Coating Equipment Limited

Nissin Advanced Coating Indo Co. Limited.

Magnetti Marelli Motherson Holding India BV

Magnetti Marelli Motherson Auto System Limited

Samvardhana Motherson Finance Services Cyprus Limited

Motherson Zanotti Refrigeration System Limited

Samvardhana Motherson Virtual Analysis Ltd.

Tigers Connect Travel Systems and Solutions Limited

Samvardhana Motherson Holding (M) Private Limited.

Motherson Advanced Tooling Solutions Limited

SCCL Infra Projects Limited

Fritzmeier Motherson Cabin Engineering Limited.

Air Factory Energy Limited

CTM India Limited.

MSID U.S. Inc.

Motherson Consultancies Service Limited (earlier known as Motherson Climate System Ltd.)

Spirited Auto Cars (I) Limited

Motherson Lease Solution Limited (formerly Style Motors Limited)

Systematic Conscom Limited

MAS Middle East Ltd. (FZE)

Nachi Motherson Precision Ltd.

Motherson Bergstrom HVAC Solutions Private Limited

Motherson Sintermetal Technology Limited

Advanced Technologies and Auto Resources Pte. Ltd.

Edcol Global Pte. Limited

Motherson Innovative Technologies and Research

Radha Rani Holdings Pte Ltd.

Sehgals Trustee Company Private Limited (incorporated on 20.03.2014)

Nirvana Agro Products Private Limited (incorporated on 22.01.2014)

e. Joint Venturer:

Sumitomo Wiring Systems Limited, Japan

Kyungshin Corporation, Korea

Woco Franz Josef Wolf Holding GmbH, Germany

Calsonic Kansei Corporation, Japan

E-Compost Pty. Limited, Australia

Dremotech GmbH & Co. KG., Germany

Cross Motorsport Systems AG

Blanos Partners S.L.

Changshu Automobile Interior Decoration Co., Ltd.

Ningbo Huaxiang Electronic Co., Ltd.

Eissmann Automotive Slovensko s.r.o.

3. Leases

As a lessee:

(i) Operating Lease

The Company has Significant operating leases for premises. These lease arrangements range for a period between 11 months and 10 years, which include both cancellable and non-cancellable leases. Most of the leases are renewable for further period on mutually agreeable terms and also include escalation clauses.

4. SEGMENT REPORTING

The Company has considered the business segment as the primary reporting segment on the basis that the risk and returns of the Company is primarily determined by the nature of products and services. Consequently, the geographical segment has been considered as a secondary segment.

The business segment have been identified on the basis of the nature of products and services, the risks and returns, internal organisation and management structure and the internal performance reporting systems.

The business segment comprise of the following:

Segments Products categories in respective segments

Automotive Wiring Harness, High Tension Cords, Wire, Plastic Components, Rubber Components, Cockpit Assembly,

Mould for wiring harness components and mould parts, plastic moulded components and brass terminals Non Automotive Wiring Harness, Plastic Components for white goods, Household Wires, Plates, Aerobin

Geographical segment is considered based on sales within India and outside India

5. The Company has a comprehensive system of maintenance of information and documents as required by the transfer pricing legislation under sections 92-92F of the Income Tax Act, 1961. Since the law requires existence of such information and documentation to be contemporaneous in nature, the Company appoints independent consultants for conducting a Transfer Pricing Study to determine whether the transactions with associate enterprises are undertaken, during the fi nancial year, on an "arms length basis". Adjustments, if any, arising from the transfer pricing study shall be accounted for as and when the study is completed for the current financial year. However, the management is of the opinion that its international and domestic transactions are at arm''s length so that the aforesaid legislation will not have any impact on the financial statements, particularly on the amount of tax expense and that of provision for taxation.

6. Previous year figures have been reclassified to conform to this year''s classification.


Mar 31, 2013

1. General Information

Motherson Sumi Systems Limited is incorporated in India on 19th December, 1986 and is engaged primarily in the manufacture and sale of components to automotive original equipment manufacturers. The Company has manufacturing plants in India and sells primarily in India, Europe and Australia. The Company is a public limited company and is listed on the Bombay Stock Exchange, National Stock Exchange, Ahmadabad Stock Exchange and Delhi Stock Exchange. The Company is a joint venture entity between Samvardhana Motherson International Limited and Sumitomo Wiring Systems Limited, Japan.

2. Contingent Liabilities

As At As At March 31, 2013 March 31, 2012

Claims against the Company not acknowledge as debts

A) Excise Matters 50 53

B) Sales Tax Matters 60 48

C) Entry Tax Matters - 1

D) Service Tax Matters 29 21

E) Stamp Duty 5 5

F) Claims Made by Workmen 9 13

G) Income Tax Matters 32 42

(a) It is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of the above, pending resolution of the respective proceedings.

(b) The Company does not expect any reimbursements in respect of the above contingent liabilities.

3. During previous year, the Hon''ble High Court of Delhi had approved a Scheme of Amalgamation of Sumi Motherson Innovative Engineering Limited (SMIEL) and wholly owned subsidiaries namely, India Nails Manufacturing Limited (INML) and MSSL Global Wiring Limited (MGWL) with the Company with effect from April 1, 2011. Pursuant to the Scheme the Company has issued 4,420,360 new shares to the shareholders of SMIEL on April 23, 2012, thereby increasing its equity share capital to Rs. 392 Mn. During the previous year, the Company had accounted for the Scheme and accordingly disclosed the amount of share capital to be issued in consideration as Share Capital Suspense Account.

Further, the preference shares of SMIEL amounting to Rs. 100 Mn were redeemed on March 28, 2012.

4. Related Party Disclosures

Related party disclosures, as required by AS18, "Related Party Disclosures", are given below:

I Relationships where control exists:

Subsidiaries of the Company:

MSSL Mauritius Holdings Limited

MSSL Mideast (FZE)

MSSL Ireland Pvt. Limited

MSSL Handels GmbH

Motherson Electrical Wires Lanka Pvt. Ltd.

MSSL Tooling (FZE)

MSSL (S) Pte Ltd.

MSSL GmbH MSSL Polymers GmbH

Samvardhana Motherson Invest Deutschland GmbH

MSSL Advanced Polymers s.r.o.

MSSL (GB) Limited

Global Environment Management (FZC)

Global Environment Management Australia Pty Limited

Motherson Wiring System (FZE)

MSSL Australia Pty Ltd

Motherson Elastomers Pty Limited

Motherson Investments Pty Limited

Motherson Orca Precision Technology GmbH

MSSL s.r.l Unipersonale

MSSL Global RSA Module Engineering Limited

MSSL Japan Limited

Samvardhana Motherson Global Holdings Ltd.

Samvardhana Motherson Reflectec Group Holdings Limited

SMR Automotive Holding Hong Kong Limited

SMR Automotive Technology Holding Cyprus Ltd.

SMR Automotive Mirror Systems Holding Deutschland GmbH

SMR Poong Jeong Automotive Mirrors Korea Ltd.

SMR Hyosang Automotive Ltd.

SMR Holding Australia Pty Limited

SMR Automotive Australia Pty Limited

SMR Automotive Taree Pty Limited (deleted on 22.05.2012 due to deregistred)

SMR Automotive Mirror Technology Hungary Bt

SMR Grundbesitz GmbH & Co. KG

SMR Automotive Mirror Parts and Holdings UK Ltd.

SMR Automotive Services Portchester Limited (formerly Portchester Limited)

SMR Automotive Mirrors UK Limited

SMR Automotive Technology Valencia S.A.U. (formerly Visiocorp Automotive Valencia S.A.U.)

SMR Automotive Mirror Services UK Ltd.

SMR Automotive Technology Holdings USA Partners

SMR Automotive Mirror International USA Inc.

SMR Automotive Systems USA Inc.

SMR Automotive Systems France S. A.

SMR Automotive Systems India Limited

SMR Automotive Yancheng Co. Limited

SMR Automotive Beijing Company Limited

SMR Automotive Mirror Technology Holding Hungary Kft

SMR Automotive Systems Spain S.A.U.

SMR Automotive Vision Systems Mexico S.A. de C.V.

SMR Automotive Servicios Mexico S.A. de C.V.

SMR Automotive Mirrors Stuttgart GmbH

SMR Patents S.aR.L.

SMR Automotive Beteiligungen Deutschland GmbH

SMR Automotive Brasil Ltda.

SMR Automotive System (Thailand) Limited

SMR Automotives Systems Macedonio Dooel Skopje

SMR Automotive Operations Japan K.K.

MSSL Automobile Component Ltd

Samvardhana Motherson Polymers Ltd.

Vacuform 2000 (Pty) Ltd.

MSSL Mexico, S.A. De C.V.

Samvardhana Motherson B.V.Netherland

Samvardhana Motherson Peguform GmbH (earlier known as Forgu GmbH, Germany)

SMP Deutschland GmbH (formerly known as Peguform GmbH)

Purpurin Grund stuecksverwaltungsgesellschaft mbH & Co. Vermietungs KG

SMP Automotive Solutions Personalleasings GmbH (Formerly known as Peguform Personaleasing GmbH)

SMP Automotive Solutions Slovakia sro (earlier known as Peguform Slovakia sro).

SMP Automotive Technology Management Services (Chanchun) Co. Ltd. (formerly known as Peguform Corporate Management Services (Chanchun) Co. Ltd.).

SMP Automotive Technology Iberica S L (earlier known as Pegurform Iberica S L)

Peguform Module Division Iberica Cockpits S.L.

SMP Automotive Technologies Teruel S. L. (formerly Peguform de Teruel S.L.)

Celulosa Fabril (Cefa) S.A. (Zaragoza, ES) Chanchun Peguform Automotive Plastics Technology Co. Ltd (Held by SMP Deutschland GmbH)

Samvardhana Motherson Peguform Automotive Technology Portugal S.A. (formerly Peguform Portugal S.A.)

SMP Automotive Systems Mexico S A De CV

SMP Tecnologia Parachoques S.A. de C.V. (formerly known as Fabrica de Parachoques de Mexico S.A. de C.V.)

SMP Shock Absorber Fabrication Mexico S.A. de C.V. (formerly known as Shock Absorb de Mexico S.A de C.V)

SMP Produtos Automotivos do Brasil Ltda. (formerly Peguform do Brasil Ltda.)

MSSL WH System (Thailand) Co, Ltd (incorporated on April 12, 2012)

MSSL Korea WH Limited (incorporated on December 5, 2012)

PAINTYES - Sociedade Portuguesa de Pintura, S A Foshan Peguform Automotive Plastics Technology Co Ltd

II. Other Related Parties

a. Joint Ventures:

Kyungshin Industrial Motherson Limited

Woco Motherson Elastomer Limited

Woco Motherson Advanced Rubber Technologies Limited

Woco Motherson Limited (FZC) (Indirectly through subsidiary)

Calsonic Kansei Motherson Auto Products Limited

Ningbo SMR Huaxiang Automotive Mirrors Co. Limited (Indirectly through subsidiary)

Celulosa Fabril S.A. (Indirectly through subsidiary)

Modulos Rivera Alta S.L.U. (Indirectly through subsidiary)

b. Associate Companies:

Saks Ancillaries Limited

Die Wethje GmbH Kunststofftechnik (Indirectly through subsidiary) Upto October 29, 2012

Wethje Carbon Composite GmbH (Indirectly through subsidiary) Upto October 29, 2012

Wethje Entwicklungs GmbH (Indirectly through subsidiary) Upto October 29, 2012

Re time Pty Limited (Indirectly through subsidiary)

c. Key Management Personnel:

i) Board of Directors:

Mr. V. C. Sehgal

Mr. Laksh Vaaman Sehgal

Mr. Toshimi Shirakawa

Mr. Hideaki Ueshima

Mr. Hiroto Murai (regigned on July 2, 2012)

Maj. Gen. Amarjit Singh (Retd.)

Mr. Pankaj Mital

Mr. Arjun Puri

Mr. M. S. Gujral (Late) (cessation due to death on May 4, 2012)

Mr. S P Talwar (Appointed on September 10, 2012)

Mr. S C Tripathi, IAS (Retd.) (Appointed on September 10, 2012)

Mr. Gautam Mukherjee (Appointed on September 10, 2012)

ii) Other Key Management Personnel:

Mr. G.N. Gauba

Mr. Sanjay Mehta

iii) Relatives of Key Management Personnel:

Ms. Renu Sehgal (Wife of Mr. V.C. Sehgal)

Ms. Vidhi Sehgal (Daughter of Mr. V.C. Sehgal)

Ms. Geeta Soni (Sister of Mr. V.C. Sehgal)

Ms. Nilu Mehra (Sister of Mr. V.C. Sehgal)

d. Companies in which Key Managerial Personnel or their relatives have control/ significant in%uence:

Motherson Auto Limited

Motherson Air Travel Agencies Limited

Ganpati Auto Industries

South City Motors Limited

Motherson Techno Tools Limited

Motherson Techno Tools Mideast (FZE)

SWS India Management Support & Service (P) Limited

Vaaman Auto Industries

A Basic Concepts Design India Private Limited

Motherson Sumi Infotech and Designs Limited

Motherson Engineering Research and Integrated Technologies Limited

Moon Meadows Private Limited

Sis Bro Motor and Workshop Private Limited

NACHI Motherson Tool Technology Limited

Motherson

Samvardhana Motherson International Limited (formerly Samvardhana Motherson Finance Limited) (also a joint venturer)

A Basic Concepts Design Pty Limited

ATAR Mauritius Private Limited

Motherson Auto Solutions Limited

Motherson Machinery and Automations Limited

Spheros Motherson Thermal Systems Limited

Matsui Technologies India Limited

Motherson Moulds and Diecasting Limited

Anest Iwata Motherson Limited

Field Motor Limited

AES (India) Engineering Limited

Motherson Auto Eng. Service Ltd (formerly Miyazu Motherson Eng. Design Ltd.)

Anest Iwata Motherson Coating Equipment Limited

Nissin Advance Coating Indo Company Limited

Magnetti Marelli Motherson Holding India B.V.

Magnetti Marelli Motherson Auto System Limited

Samvardhana Motherson Finance Services Cyprus Limited

Motherson Zanotti Refrigeration System Limited

Samvardhana Motherson Virtual Analysis Ltd.

Samvardhana Motherson Finance services Inc.

Tigers Connect Travel Systems and Solutions Limited

Samvardhana Motherson Holding (M) Private Limited.

Motherson Advanced Tooling Solutions Limited

SCCL Infra Projects Limited

Fritzmeier Motherson Cabin Engineering Limited.

Air Factory Energy Limited

CTM India Limited.

MSID U.S. Inc

Motherson Climate System Ltd.

Spirited Auto Cars (I) Limited

Motherson Lease Solution Limited (formerly Style Motors Limited)

Systematic Conscom Limited

MAS Middle East Ltd. (FZE)

Motherson Bergstrom HVAC Solutions Pvt. Ltd.

NACHI Motherson Precision Ltd.

Motherson Sintermetal Technology Limited

Samvardhana Motherson Nippisun Technology Limited

Advanced Technologies and Auto Resources Pte. Ltd.

Edcol Global Pte. Limited

Motherson Innovative Technologies and Research

Radha Rani Holdings Pte Ltd

e. Joint Venturer:

Sumitomo Wiring Systems Limited, Japan

Kyungshin Corporation, Korea

Woco Franz Josef Wolf Holding GmbH, Germany

Calsonic Kansei Corporation, Japan

Ningbo Huaxiang Electronic Co., Ltd

E-Compost Pty. Limited, Australia

Dremotech GmbH & Co. KG., Germany

Cross Motorsport Systems AG

Blanos Partners S.L.

Changshu Automobile Interior Decoration Co., Ltd

5. Leases

As a lessee:

(i) Operating Lease

The Company has significant operating leases for premises. These lease arrangements range for a period between 11 months and 10 years, which include both cancellable and non cancellable leases. Most of the leases are renewable for further period on mutually agreeable terms and also include escalation clauses. The Company has entered into some sub-leases and all such subleases are cancellable and are for a period of 11 months, with an option of renewal on mutually agreeable terms.

6. SEGMENT REPORTING

The Company has considered the business segment as the primary reporting segment on the basis that the risk and returns of the Company is primarily determined by the nature of products and services. Consequently, the geographical segment has been considered as a secondary segment.

The business segment have been identified on the basis of the nature of products and services, the risks and returns, internal organisation and management structure and the internal performance reporting systems.

7. The Company has a comprehensive system of maintenance of information and documents as required by the transfer pricing legislation under sections 92-92F of the Income Tax Act, 1961. Since the law requires existence of such information and documentation to be contemporaneous in nature, the Company appoints independent consultants for conducting a Transfer Pricing Study to determine whether the transactions with associate enterprises are undertaken, during the financial year, on an "arms length basis". Adjustments, if any, arising from the transfer pricing study shall be accounted for as and when the study is completed for the current financial year. However, the management is of the opinion that its international and domestic transactions are at arm''s length so that the aforesaid legislation will not have any impact on the financial statements, particularly on the amount of tax expense and that of provision for taxation.

8. Previous year figures have been reclassified to conform to this year''s classification.


Mar 31, 2012

1. General Information

Motherson Sumi Systems Limited is incorporated in India on 19th December 1986 and is engaged primarily in the manufacture and sale of components to automotive original equipment manufacturers. The Company has manufacturing plants in India and sells primarily in India, Europe and Australia. The Company is a public limited company and is listed on the Bombay Stock Exchange, National Stock Exchange, Ahmedabad Stock Exchange and Delhi Stock Exchange. The Company is a joint venture entity between Samvardhana Motherson Finance Limited (SMFL) and Sumitomo Wiring Systems Limited, Japan.

a. Rights, preferences & restrictions attached to shares Equity

The Company currently has only one class of equity shares having a par value of Rs. 1/- per share. Each shareholder is eligible to one vote per share held. The Company declares and pays dividends in Indian rupees. The dividend, if proposed by the Board of Directors, is subject to the approval of the shareholders in the Annual General Meeting,except in case of interim dividend.

In the event of liquidation of the Company, the equity shareholders are eligible to receive the remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

Deferred Tax Assets and Deferred Tax Liabilities have been offset as they relate to the same governing taxation laws.

In view of the Company's past financial performance and future profit projections, the Company expects to fully recover the Deferred Tax Assets.

a) Working capital loans are secured by first charge by way of hypothecation of all present and future stocks, book debts and other specified movable assets of the Company and second charge by way of hypothecation of all present and future immovable property.

(A) Defined Benefit Schemes

(1) Gratuity:

The Company operates gratuity plan administered through Life Insurance Corporation of India (LIC) under its group gratuity scheme. Every employee is entitled to a benefit equivalent to fifteen days salary last drawn for each completed year of service in line with the Payment of Gratuity Act, 1972. The same is payable at the time of separation from the Company or retirement, whichever is earlier. The benefits vest after five years of continuous service. The Company pays contribution to Life Insurance Corporation of India to fund its plan.

(i) Defined benefit obligations cost for the year

Estimate of future salary increases considered in actuarial valuation taken account of inflation, seniority, promotion and other relevant factors such as supply and demand in the employment market

(2) Compensated Absences

The employees are entitled for leave for each year of service and part thereof and subject to the limits specified, the un-availed portion of such leaves can be accumulated or encashed during/ at the end of the service period. The plan is not funded.

The reconciliation of opening and closing balances of the present value of the defined benefit obligations Estimate of future salary increases considered in actuarial valuation taken account of inflation, seniority, promotion and other relevant factors such as supply and demand in the employment market

(ii) Amount recognized in current year and previous four years

(B) Defined Contribution Schemes

The Company deposits an amount determined at a fixed percentage of basic pay every month to the State administered Provident Fund and Employee State Insurance (ESI) for the benefit of the employees. Accordingly the Company's contribution during the year that has been charged to revenue amounts toRs. 166 million (Previous Year Rs. 132 million).

2. Contingent Liabilities

(Figures in Rs. Million)

As At As At March 31, 2012 March 31, 2011

Claims against the Company not acknowledge as debts

a) Excise Matters 53 36

b) Custom Demand Matters – 32

c) Sales Tax Matters 48 21

d) Service Tax Matters 21 6

e) Stamp Duty 5 5

f) Claims made by workmen 13 11

g) Entry Tax Matters 1 –

h) Income Tax Matters 42 –

(a) It is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of the above pending resolution of the respective proceedings.

(b) The Company does not expect any reimbursements in respect of the above contingent liabilities.

3. The Company has the following provision in the books of account as on March 31, 2012:

Warranty provision relates to the estimated outflow in respect of warranty for products sold by the Company. Due to the very nature of such costs, it is not possible to estimate the timing/ uncertainties relating to the outflows of economic benefits.

Provision for litigation relates to sales tax , excise and entry tax demands including interest thereon, where applicable, being contested by the Company. It is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of the above pending resolution of the respective proceedings.

4. Related Party Disclosures

Related party disclosures, as required by AS18, "Related Party Disclosures", are given below:

I Relationships where control exists:

Subsidiaries of the Company:

MSSL Mauritius Holdings Limited

MSSL Mideast (FZE)

MSSL Ireland Pvt. Limited

MSSL Handels GmbH

Motherson Electrical Wires Lanka Pvt. Ltd.

MSSL Tooling (FZE)

MSSL (S) Pte Ltd.

MSSL GmbH

MSSL Polymers GmbH

Samvardhana Motherson Invest Deutschland GmbH (formerly Mothersonsumi Reiner GmbH)

MSSL Advanced Polymers s.r.o.

MSSL (GB) Limited

Global Environment Management (FZC)

Global Environment Management Australia Pty Limited

Motherson Wiring System (FZE) (formerly Motherson Sumi Wiring System Ltd. (FZE)

MSSL Australia Pty Ltd

Motherson Elastomers Pty Limited

Motherson Investments Pty Limited

Motherson Orca Precision Technology GmbH

MSSL s.r.l Unipersonale

MSSL Global RSA Module Engineering Limited

MSSL Japan Limited

Samvardhana Motherson Global Holdings Ltd.

Samvardhana Motherson Refl ectec Group Holdings Limited

SMR Automotive Holding Hong Kong Limited

SMR Automotive Technology Holding Cyprus Ltd.

SMR Automotive Mirror Systems Holding Deutschland GmbH

SMR Poong Jeong Automotive Mirrors Korea Ltd.

SMR Hyosang Automotive Ltd.

SMR Holding Australia Pty Limited

SMR Automotive Australia Pty Limited

SMR Automotive Taree Pty Limited

SMR Automotive Mirror Technology Hungary Bt

SMR Grundbesitz GmbH & Co. KG

SMR Automotive Mirror Parts and Holdings UK Ltd.

SMR Automotive Services Portchester Limited (formerly Portchester Limited)

SMR Automotive Mirrors UK Limited

SMR Automotive Technology Valencia S.A.U. (formerly Visiocorp Automotive Valencia S.A.U.)

SMR Automotive Mirror Services UK Ltd.

SMR Automotive Technology Holdings USA Partners

SMR Automotive Mirror International USA Inc.

SMR Automotive Systems USA Inc.

SMR Automotive Systems France S. A.

SMR Automotive Systems India Limited

SMR Automotive Yancheng Co. Limited

SMR Automotive Beijing Company Limited

SMR Automotive Mirror Technology Holding Hungary Kft

SMR Automotive Systems Spain S.A.U.

SMR Automotive Vision Systems Mexico S.A. de C.V.

SMR Automotive Servicios Mexico S.A. de C.V.

SMR Automotive Mirrors Stuttgart GmbH

SMR Patents S.aR.L.

SMR Automotive Beteiligungen Deutschland GmbH

SMR Automotive Brasil Ltda.

SMR Automotive System (Thailand) Limited

SMR Automotives Systems Macedonio Dooel Skopje

SMR Automotive Operations Japan K.K.

MSSL Automobile Component Ltd

Samvardhana Motherson Polymers Ltd.

Vacuform 2000 (Pty) Ltd.

MSSL México, S.A. De C.V.

Samvardhana Motherson B.V.

Forgu GmbH

SMP Deutschland GmbH(formerly known as Peguform GmbH)

Purpurin Grundstuecks verwaltung sgesells chaft GmbH & Co. Vermietungs KG

SMP Automotive Solutions Personalleasings GmbH(Formerly known as Peguform Personaleasing GmbH)

Peguform Slovakia s.r.o.

SMP Automotive Technology Management Services (Chanchun) Co. Ltd. (formerly known as Peguform Corporate Management

Services (Chanchun) Co. Ltd.).

Peguform Iberica S.L.

Peguform Module Division Iberica Cockpits S.L.

SMP Automotive Technologies Teruel S. L. (formerly Peguform de Teruel S.L.)

Celulosa Fabril (Cefa) S.A.

Chanchun Peguform Automotive Plastics Technology Co. Ltd ( held by SMP Deutschland GmbH)

Samvardhana Motherson Peguform Automotive Technology Portugal S.A. (formerly Peguform Portugal S.A.)

Peguform Mexico S.A. de C.V.

SMP Tecnologia Parachoques S.A. de C.V. (formerly known as Fabrica de Parachoques de Mexico S.A. de C.V.)

SMP Shock Absorber Fabrication Mexico S.A. de C.V.(formerly known as Shock Absorb de Mexico S.A de C.V)

SMP Produtos Automotivos do Brasil Ltda. (formerly Peguform do Brasil Ltda.)

II. Other Related Parties

a. Joint Ventures:

Kyungshin Industrial Motherson Limited

Woco Motherson Elastomer Limited

Woco Motherson Advanced Rubber Technologies Limited

Woco Motherson Limited (FZC) (Indirectly through subsidiary)

Calsonic Kansei Motherson Auto Products Limited

Ningbo SMR Huaxiang Automotive Mirrors Co. Limited (Indirectly through subsidiary)

Celulosa Fabril S.A. (Indirectly through subsidiary)

Modulos Rivera Alta S.L.U. (Indirectly through subsidiary)

b. Associate Companies:

Saks Ancillaries Limited

Die Wethje GmbH Kunststoff technik(Indirectly through subsidiary)

Wethje Carbon Composite GmbH(Indirectly through subsidiary)

Wethje Entwicklungs GmbH(Indirectly through subsidiary)

Re time Pty Limited(Indirectly through subsidiary)

c. Key Management Personnel:

i) Board of Directors:

Mr. M. S. Gujral (Late) (cessation due to death on 04.05.2012)

Mr. V. C. Sehgal

Mr. Laksh Vaaman Sehgal

Mr. Toshimi Shirakawa

Mr. Toshihiro Watanabe (resigned w.e.f. 25.04.2011)

Mr. Hideaki Ueshima (appointed on 28.04.2011)

Mr. Bimal Dhar (resigned w.e.f. 02.09. 2011)

Mr. Hiroto Murai

Maj. Gen. Amarjit Singh (Retd.)

Mr. Pankaj Mital

Mr. Arjun Puri

Mr. Futoshi Urai (resigned w.e.f. 13.02. 2012)

Mr. Masahiro Matsushita (appointed on 13.02.2012 and resigned on 27.03.2012)

ii) Other Key Management Personnel:

Mr. Ravindra Mathur Mr. G.N. Gauba Mr. Sanjay Mehta

iii) Relatives of Key Management Personnel:

Ms. Renu Sehgal

Ms. Vidhi Sehgal Ms. Geeta Soni Ms. Nilu Mehra Mr. Harjit Singh

d. Companies in which Key Managerial Personnel or their relatives have control/ significant influence:

Motherson Auto Limited Motherson Air Travel Agencies Limited Ganpati Auto Industries Southcity Motors Limited

Motherson Techno Tools Limited

Motherson Techno Tools Mideast (FZE)

Sumi Motherson Innovative Engineering Limited (SMIEL, now merged with the Company)

SWS India Management Support & Service (P) Limited

Vaaman Auto Industry

A Basic Concepts Design India Private Limited

Motherson Sumi INfotech and Designs Limited

Motherson Engineering Research and Integrated Technologies Limited

Moon Meadows Private Limited

Sisbro Motor and Workshop Private Limited

Motoman Motherson Robotics Limited (up to 1Rs.st Feb 2011)

NACHI Motherson Tool Technology Limited

Motherson

Samvardhana Motherson Finance Limited (also a joint venturer)

A Basic Concepts Design Pty Limited

ATAR Mauritius Private Limited

Motherson Auto Solutions Limited

Motherson Machinery and Automations Limited

Spheros Motherson Thermal Systems Limited

Matsui Technologies India Limited

Motherson Moulds and Diecasting Limited

Anest Iwata Motherson Limited

Field Motor Limited

AES (India) Engineering Limited

Motherson Auto Eng. Service Ltd (formely Miyazu Motherson Eng. Design Ltd.)

Anest Iwata Motherson Coating Equipment Limited

Nissin Advance Coating Indo Company Limited

Magnetti Marelli Motherson Holding India B.V.

Magnetti Marelli Motherson Auto System Limited

Samvardhana Motherson Finance Services Cyprus Limited

Motherson Zanotti Refrigeration System Limited

Samvardhana Motherson Virtual Analysis Ltd.

Samvardhana Motherson Finance services Inc.

Motherson Time Tooth Technologies Inc.

Tigers Connect Travel Systems and Solutions Limited

Samvardhana Motherson Holding (M) Private Limited.

Motherson Advanced Tooling Solutions Limited

SCCL Infra Projects Limited

Fritzmeier Motherson Cabin Engineering Limited.

Air Factory Energy Limited

CTM India Limited.

MSID U.S. Inc

Motherson Climate System Ltd.

Spirited Auto Cars (I) Limited

Style Motors Limited

Systematic Conscom Limited

MAS Middle East Ltd. (FZE)

Motherson Bergstrom HVAC Solutions Pvt. Ltd.

NACHI Motherson Precision Ltd.

e. Joint Venturer:

Sumitomo Wiring Systems Limited, Japan

Kyungshin Corporation, Korea

Woco Franz Josef Wolf Holding GmbH, Germany Calsonic Kansei Corporation, Japan E-Compost Pty. Limited, Australia Dremotech GmbH & Co. KG., Germany.

5. Leases

As a lessee:

(i) Operating Lease

The Company has significant operating leases for premises. These lease arrangements range for a period between 11 months and 10 years, which include both cancellable and non cancellable leases. Most of the leases are renewable for further period on mutually agreeable terms and also include escalation clauses. The Company has entered into some sub-leases and all such subleases are cancellable and are for a period of 11 months, with an option of renewal on mutually agreeable terms.

6. SEGMENT REPORTING

The Company has considered the business segment as the primary reporting segment on the basis that the risk and returns of the Company is primarily determined by the nature of products and services. Consequently, the geographical segment has been considered as a secondary segment.

The business segment have been identified on the basis of the nature of products and services, the risks and returns, internal organisation and management structure and the internal performance reporting systems.

The business segment comprise of the following:

Segments Products categories in respective segments

Automotive Wiring Harness, High Tension Cords, Wire, Plastic Components, Rubber Components, Cockpit Assembly, Mould for wiring harness components and mould parts, plastic moulded components and brass terminals

Non Automotive Wiring Harness, Pen-Stamp Assembly, Plastic Components for white goods, Household Wires, Plates, Aerobin Geographical segment is considered based on sales within India and outside India

c) Inter Segment Transfer Pricing

Inter Segment prices are normally negotiated amongst the segments with reference to the costs, market prices and business risks, with an overall optimisation objective for the Company.

7. The Company has a comprehensive system of maintenance of information and documents as required by the transfer pricing legislation under sections 92-92F of the Income Tax Act, 1961. Since the law requires existence of such information and documentation to be contemporaneous in nature, the Company appoints independent consultants for conducting a Transfer Pricing Study to determine whether the transactions with associate enterprises are undertaken, during the financial year, on an "arms length basis". Adjustments, if any, arising from the transfer pricing study shall be accounted for as and when the study is completed for the current financial year. However, the management is of the opinion that its international transactions are at arm's length so that the aforesaid legislation will not have any impact on the financial statements, particularly on the amount of tax expense and that of provision for taxation.

8. The financial statements for the year ended March 31, 2011 had been prepared as per the then applicable, pre-revised Schedule VI to the Companies Act, 1956. Consequent to the notification of Revised Schedule VI under the Companies Act, 1956, the financial statements for the year ended March 31, 2012 are prepared as per Revised Schedule VI. Accordingly, the previous year figures have also been reclassified to conform to current year's classification. The adoption of Revised Schedule VI for previous year figures does not impact recognition and measurement principles followed for preparation of financial statements.


Mar 31, 2010

1. Contingent Liabilities

(Figures in Rs. Thousands)

As at As at

March 31, 2010 March 31, 2009

a) In respect of Excise 8,842 13,803

b) In respect of Customs - 444

c) In respect of Entry Tax 8,186 8,186

d) In respect of Sales Tax 18,781 13,505

e) In respect of Service Tax 6,240 4,581

f) In respect of Stamp Duty 4,754 4,754

g) In respect of Income Tax 2,185 3,557

h) In respect of Labour Cases 17,005 15,850

i) The Company has given corporate guarantee in respect of :

- Subsidiary Companies 2,164,243 1,117,221

j) Bank Guarantees / Letter of Credit furnished by the Company 199,715 59,174

2 Excludes interest

Further, in respect of certain subsidiary companies, the Company has furnished letter of support to enable the said companies continue the operations.

The amount shown in items "a to h" above represents the best possible estimates arrived at on the basis of available information. The uncertainty and possible reimbursement are dependent on the outcome of the different legal processes which have been invoked by the Company or the claimants as the case may be and therefore cannot be predicted accurately.

3. Issue of Zero Coupon Convertible Bonds

During the year ended March 31, 2006, the Company issued Euro 50,300,000 Zero Coupon Convertible Bonds due 2010 (the "Bonds"). These Bonds are listed in the Singapore Exchange Securities Trading Limited (the "SGX-ST").The Bonds are convertible at the option of the holder at any time on or after August 24, 2005 (or such earlier date as is notified to the holders of the Bonds by the Company) upto July 6, 2010 into fully paid equity shares with full voting rights at par value of Re. 1.00 each of the Issuer ("Shares") at an initial Conversion Price (as defined in the "Terms & Conditions of the Bonds") of Rs. 74.32 per Share with a fixed rate of exchange on conversion of Rs. 52.01 = Euro 1.00. The Conversion Price is subject to adjustment in certain circumstances.

The Bonds may also otherwise be redeemed, in whole or in part, at the option of the Issuer, at any time on or after July 15, 2008 and prior to July 7, 2010 subject to satisfaction of certain conditions and at their "Early Redemption Amount" (as defined in the "Terms & Conditions of the Bonds") at the date fixed for such redemption if the "Closing Price" (as defined in the "Terms & Conditions of the Bonds") of the Shares translated into Euro at the "prevailing rate" (as defined in the "Terms & Conditions of the Bonds") for each of 20 consecutive "Trading Days" (as defined in the "Terms & Conditions of the Bonds") the last of which occurs not more than five days prior to the date upon which notice of such redemption is published, is greater than 130 per cent, of the "Conversion Price" (as defined in the "Terms & Conditions of the Bonds") then in effect translated into euro at the rate of Rs. 52.01 = Euro 1.00.

The Bonds may also be redeemed, in whole, but not in part, at any time at the option of the Issuer at their Early Redemption Amount, if less than 10 per cent, in aggregate, principal amount of the Bonds originally issued is outstanding.

The Bonds may also be redeemed in whole, but not in part, at the option of the Issuer subject to satisfaction of certain conditions including obtaining Reserve Bank of India ("RBI") approval, at their Early Redemption Amount, on the date fixed for redemption in the event of certain changes relating to taxation in India.

Unless previously redeemed, converted or purchased and cancelled, the Bonds will be redeemed by the Issuer in Euros on July 16, 2010 at 126.77 per cent of its principal amount.

The issuer will, at the option of any holder of any Bonds, repurchase at the Early Redemption Amount such Bonds at such time as the Shares cease to be listed or admitted to trading on the BSE and the NSE (as defined in the "Terms & Conditions of the Bonds") in respect of the Issuer.

Consequent to the exercise of conversion option by holders of bonds of face value Euro 27.2 million, the Company has allotted 19,040,000 equity shares during the year. Accordingly, an amount of Rs. 1,989.29 million, being the excess of the liabilities (including amortised premium/ issue expenditure on such bonds upto the date of conversion) extinguished in respect of such bonds over the face value of shares issued, has been credited to securities premium account.

The outstanding balance of FCCB as on March 31, 2010 is Euro 18.5 million. Subsequent to the year end, the Company has received notices for exercise of conversion option by holders of bonds of face value Euro 13 million.

4 Revised from Rs. 111.45, in accordance with the terms of issue, consequent to the issue of bonus shares by the Company.

5. As per information available with the management, the dues payable to enterprises covered under "The Micro, Small and Medium Enterprises Development Act, 2006" aggregate to Rs. 9,609 thousand (Previous year Rs. 2,403 thousand). This has been determined on the basis of responses received from vendors on specific confirmation sought by the Company in this regard.

Further, as determined by the management, there is no interest paid/ payable to such enterprises.

5. i) On June 29, 2009 The Company has purchased the minority interest of 43.87% in its subsidiary Motherson PUDENZ WICKMANN Limited for Rs. 18,011 thousand.

ii) The Company, subsequent to the year end has entered into an agreement to acquire the 60% stake held by Balda AG, its joint venture partner, in Balda Motherson Solution India Limited (BMSI). Upon transfer of shares, BMSI will become a 100 % owned subsidiary, which will thereafter be merged with the Company in due course.

iii) During the year the company has made a provision for diminution in the value of its investment amounting to Rs. 90,000 thousand and Rs. 110,000 thousand, in view of the continued losses incurred, on account of Balda Motherson Solution India Limited and MSSL Mauritius Holdings Limited, respectively.

6. The Company has the following unhedged foreign currency exposure:

7. The details of liabilities recognised by the Company in respect of long term defined benefits and contribution schemes in accordance with Accounting Standard 15 (Revised 2005) for its employees are as under:

(A) Defined Benefit Schemes

(i) Gratuity

The employees are entitled to gratuity that is computed as half-months salary, for every completed year of service and is payable on retirement/termination. The Company makes provision of such gratuity liability in the books of accounts on the basis of actuarial valuation. The Company pays contribution to Life Insurance Corporation of India to fund its plan.

(ii) Leave encashment /Compensated Absences

The employees are entitled for leave for each year of service and part thereof and subject to the limits specified, the un-availed portion of such leaves can be accumulated or encashed during / at the end of the service period. The plan is not funded.

(B) Defined Contribution Schemes

The Company deposits an amount determined at a fixed percentage of basic pay every month to the State administered Provident Fund and Employee State Insurance (ESI) for the benefit of the employees. Accordingly, the Companys contribution during the year that has been charged to revenue amounts to Rs. 98,535 thousand (Previous Year Rs. 82,123 thousand).

8. Related Party Disclosures

Related party disclosures, as required by AS18, "Related Party Disclosures", are given below:

I Relationships where control exists:

Subsidiaries of the Company: MSSL Mideast (FZE) MSSL Mauritius Holdings Limited MSSL Ireland PrivateLimited MSSL Handels GmbH Motherson Electrical Wires Lanka Private Limited MSSL (S) Pte Limited Motherson Tradings Limited (formerly Motherson PUDENZ WICKMANN Limited) MSSL (GB) Limited MSSL GmbH Motherson Sumi Wiring System Limited (FZC) MSSL Tooling (FZE) Global Environment Management (FZC) MSSL Australia Pty Limited Motherson Elastomers Pty Limited Motherson Investments Pty Limited Mothersonsumi Reiner GmbH MSSL Polymers GmbH Global Environment Management Australia Pty. Limited MSSL Advanced Polymers s.r.o Motherson Orca Precision Technology GmbH MSSL Global Wiring Limited MSSL s.r.l. Unipersonale MSSL Global RSA Module Engineering Limited (formerly Golden Dividend 629 Limited) Samvardhana Motherson Global Holdings Ltd. Samvarhana Motherson Reflectec Group Holdings Limited (formerly Samvardhana Motherson Visiocorp Solution Limited) SMR Automotive Holding Hong Kong Limited (formerly Elemental Growth Limited) SMR Automotive Technology Holding Cyprus Ltd. (formerly Horizonfield Limited)

SMR Automotive Mirror Systems Holding Deutschland GmbH (formerly Visiocorp Holding Germany GmbH)

SMR Automotive Parts GmbH (formerly Visiocorp Automotive GmbH)

SMR Poong Jeong Automotive Mirrors Korea Ltd. (formerly Visiocorp Poong Jeong Co Limited)

SMR Hyosang Automotive Ltd. (formerly Visiocorp Hyosang Limited)

SMR Holding Australia Pty Limited (formerly Visiocorp Holding Australia Pty Limited)

SMR Automotive Australia Pty Limited (formerly Visiocorp Australia Pty Limited)

SMR Automotive Taree Pty Limited (formerly Visiocorp Taree Pty Limited)

SMR Automotive Mirror Technology Hungary Bt (formerly Visiocorp Hungary BT)

SMR Grundbesitz GmbH & Co. KG (formerly Visiocorp Grundbesitz GmbH & Co. KG)

SMR Automotive Services GmbH (formerly Visiocorp Group Services GmbH)

SMR Automotive Mirror Parts and Holdings UK Ltd. (formerly Visiocorp Management UK Limited)

Portchester Limited

SMR Automotive Mirrors UK Limited (formerly Visiocorp UK Limited)

Visiocorp Automotive Valencia S.A.U.

SMR Automotive Services UK Ltd. (formerly Visiocorp Services UK Limited)

SMR Automotive Technology Holdings USA Partners (formerly Visiocorp Holding USA LLP)

SMR Automotive Mirror International USA Inc.(formerly Visiocorp International USA Inc.)

SMR Automotive Systems USA Inc. (formerly Visiocorp USA Inc.)

SMR Automotive Systems France S. A. (formerly Visiocorp France S.A.)

SMR Automotive Systems India Limited (formerly Visiocorp Motherson Limited)

SMR Automotive Yancheng Co. Limited (formerly Visiocorp Automotive Yancheng Co Limited)

SMR Automotive Beijing Company Limited (formerly Visiocorp Automotive Beijing Co Limited)

SMR Automotive Mirror Technology Holding Hungary Kft (formerly Visiocorp Holding Hungary KFT)

SMR Automotive Systems Spain S.A.U. (formerly Visiocorp Espana S.A.U. )

SMR Automotive Vision Systems Mexico S.A. de C.V. (formerly Visiocorp Mexico S.A. de C.V.)

SMR Automotive Servicios Mexico S.A. de C.V. (formerly Visiocorp Servicios S.A. de C.V.)

SMR Automotive Mirrors Stuttgart GmbH (formerly Visiocorp Verwaltungsgesellschaft GmbH)

SMR Automotive Patents S.aR.L. (formerly Visiocorp Patents SARL)

SMR Automotive Beteiligungen Deutschland GmbH (formerly Visiocorp Beteiligungs GmbH)

SMR Automotive Brasil Ltda.

II. Other Related Parties

a. Joint Ventures:

Kyungshin Industrial Motherson Limited

Balda Motherson Solution India Limited

Woco Motherson Elastomer Limited

Woco Motherson Advanced Rubber Technologies Limited

Woco Motherson Limited (FZC)

Calsonic Kansei Motherson Auto Product Limited

Ningbo Visiocorp Huaxiang Automotive Mirrors Co. Limited

b. Associate Companies: Saks Ancillaries Limited

c. Key Management Personnel:

i) Board of Directors:

Mr. V.C. Sehgal

Mr. Laksh Vaaman Sehgal (w.e.f. April 30, 2009)

Mr. Toshimi Shirakawa

Mr. Toshihiro Watanabe

Mr. M.S. Gujral

Mr. Bimal Dhar

Mr. H. Murai

Maj. Gen Amarjit Singh (Retd)

Mr. Pankaj Mital

Mr. Arjun Puri

Mr. Toshihide Ano

ii) Other Key Management Personnel:

Mr. Vivek Avasthi

Mr. Ravindra Mathur

Mr. G.N. Gauba

Mr. N Ramanathan

Mr. Sanjay Mehta

iii) Relatives of Key Management Personnel:

Ms. Renu Sehgal

Ms. Vidhi Sehgal

Ms. Geeta Soni

Ms. Neelu Mehra

Ms. Padma Avasthi

Mr. Harjit Singh

Ms. Upkar Gujral

Ms. Subina Avasthi

d. Companies in which Key Managerial Personnel or their relatives have control/ significant influence:

Motherson Auto Limited

Motherson Air Travel Agencies Limited

Ganpati Auto Industries

South City Motors Limited

ASI Motherson Communication Solution Limited

Motherson Techno Tools Limited

Motherson Techno Tools Mideast (FZE)

Sumi Motherson Innovative Engineering Limited

SWS India Management Support & Service (P) Limited

Vaaman Auto Industries

A Basic Concepts Design India Private Limited

Motherson Sumi Infotech and Designs Limited

Motherson Engineering Research and Integrated Technologies Limited

Moon Meadows Private Limited

Sis Bro Motor and Workshop Private Limited

Motoman Motherson Robotics Limited

NACHI Motherson Tool Technology Limited

Motherson

Samvardhana Motherson Finance Limited

A Basic Concepts Design Pty Limited

ATAR Mauritius Private Limited

Motherson Auto Solutions Private Limited

Motherson Machinery and Automations Private Limited

Spheros Motherson Thermal System Limited

Matsui Technologies India Limited

Motherson Moulds and Diecasting Limited

Webasto Motherson Sunroofs Limited

Anest Iwata Motherson Limited

Field Motor Private Limited

AES (India) Engineering Limited

Miyazu Motherson Engineering Design Limited

Anest Iwata Motherson Coating Equipment Limited

Nissin Advance Coating Indo Company Limited

Magnetti Marelli Motherson Holding India BV

Magnetti Marelli Motherson Auto System Limited

Samvardhana Motherson Finance Services Cyprus Limited

Motherson Zanotti Refrigeration System Limited

Samvardhana Motherson Virtual Analysis Ltd. (formerly Motherson Timetooth Technologies Ltd)

Samvardhana Motherson Finance Services Inc.

Motherson TimeTooth Technologies Inc.

Tigers Connect Travel Systems and Solutions Limited

Samvardhana Motherson Holding (M) Private Limited

Motherson Advanced Tooling Solutions Limited

Avon Hill Limited

Fritzmeier Motherson Cabin Engineering Limited

Air Factory Energy Limited

CTM India Limited

MSID U.S. Inc

Motherson Climate System Ltd.

Spirited Auto Cars (I) Limited

Style Motors Limited

e. Joint Venturer:

Sumitomo Wiring Systems Limited, Japan

Wilhelm Pudenz GmbH, Germany (Upto June 28, 2009)

Kyungshin Industrial Co., Korea

Woco Franz Josef Wolf Holding GmbH, Germany

Balda AG, Germany

Calsonic Kansei Corporation, Japan

E-Compost Pty. Limited, Australia

Dermotech GmbH, Germany



22. SEGMENT INFORMATION

c) Composition of Business Segments

The Company is organized into two main business segments, namely:

Segments Products categories in respective segments

Automotive Wiring Harness, High Tension Cords, Wires, Plastic Components, Rubber Components, Cockpit Assembly

Non Automotive Wiring Harness, Pen-Stamp Assembly, Plastic Components for white goods, Household Wires, Plates,

d) Inter Segment Transfer Pricing

Inter Segment prices are normally negotiated amongst the segments with reference to the costs, market prices and business risks, with an overall optimisation objective for the Company.

9. The Company has a comprehensive system of maintenance of information and documents as required by the transfer pricing legislation under sections 92-92F of the Income Tax Act, 1961. Since the law requires existence of such information and documentation to be contemporaneous in nature, the Company appoints independent consultants for conducting a Transfer Pricing Study to determine whether the transactions with associate enterprises are undertaken, during the financial year, on an "arms length basis". Adjustments, if any, arising from the transfer pricing study shall be accounted for as and when the study is completed for the current financial year. However the management is of the opinion that its international transactions are at arms length so that the aforesaid legislation will not have any impact on the financial statements, particularly on the amount of tax expense and that of provision for taxation.

10. The corresponding figures of previous year have been regrouped, rearranged wherever necessary to conform to the current years classification.

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