About
Samvardhana Motherson International Ltd
Motherson Sumi Systems Limited (MSSL) is one of the world's leading, specialized automotive component manufacturing companies for Original Equipment Manufacturers (OEMs). With a diverse global customer base of nearly all leading automobile manufacturers globally, the company has a presence in 36 countries across six continents. MSSL is currently the largest auto ancillary in India. The present product range of MSSL comprises of - wiring harnesses, rear view mirrors, moulded plastic parts including car interior and exterior parts, bumpers, dashboards and door trims, complete modules, rubber components for automotive and industrial applications, high precision machined metal parts, injection molding tools and HVAC systems.
Motherson Sumi Systems Ltd was incorporated in the year 1986 as a joint venture between Samvardhana Motherson Group and Sumitomo Wiring Systems (Japan). The company was incorporated with the objective of manufacturing integrated wiring harnesses wires high tension cords and components for integrated wiring harnesses including plastic and metal parts.
In the year 1989, the company commenced manufacturing wiring harness components and plastic parts as a backward integration. In the year 1991, the company through their joint venture, Motherson Pudenz Wickmann Ltd commenced manufacturing fuses as a backward integration. In the year 1993, the company launched wire division, namely Motherson Sumi Electric Wires.
In October 1995, the company in collaboration with Kromberg and Schubert AG Germany and formed Kromberg Schubert Motherson Sumi Systems Pvt Ltd for the manufacture of integrated wiring harnesses, which is supplied to Mercedes Berz-Telco joint venture & BMW-Hero Motors joint venture for 650 cc motor cycles. In December 2005, they incorporated Britax Motherson Pvt Ltd in technical and financial collaboration with Britax International UK for manufacture of Auto Mirrors.
In the year 1997, the company formed a joint venture namely Kyungshin Industrial Motherson Ltd for manufacturing wiring harness for Hyundai. The company's joint venture, BR Motherson Automotive Pvt Ltd set up a plant for manufacturing Blow Moulded Auto Components and Door Panels. Also, Motherson Auto Components Engineering Ltd, Motherson Pudenz Fuses Ltd and Motherson Global Pte Ltd Singapore became the subsidiaries of the company during the year.
In the year 1998, the company made a technical agreement with WOCO and commissioned manufacturing of rubber component. In the year 1999, the company established a representative office in Austria and in the next year, they established another representative office in Singapore.
In the year 2001, the company commissioned the silicon rubber moulding facility in their first overseas manufacturing base in Sharjah. Motherson Automotive Technologies & Engineering and Motherson Sumi Electric Wires were amalgamated with the company during the year. In the year 2002, the company set up MSSL Ireland Pvt Ltd in Ireland. Also, they established MSSL Mideast (FZE) in Sharjah (UAE). In the year 2003, they established a representative office in UK.
During the year 2003-04, the company set up 100% subsidiaries, namely Motherson Electrical Wires Lanka Pvt Ltd in Sri Lanka for manufacturing of wires and MSSL Handels GmbH in Austria. Also, the company in association with Hag Kunststofftechnik GmbH set up a subsidiary, namely MSSL Hag Toolings Ltd in SAIF Zone, Sharjah. In March 2004, the company set up 100% subsidiary, namely MSSL (S) Pte Ltd in Singapore. The activities relating to the representative office of Singapore are being transferred to this subsidiary.
In March 2004, the company entered into a joint venture agreement with WOCO Franz Josef Wolf Holding GmbH & WOCO Industrieteknik GmbH and established a company namely WOCO Motherson Elastomer Ltd. The company transferred their Elastomer business to the joint venture company as a going concern with effect from June 1, 2004.
During the year 2004-05, the company expanded their Noida facilities with a new dedicated unit for exports. They started a new unit at Chennai to cater to the requirements of Hyundai Motors and for exports to GM Holden, Australia. Also, the company established a representative office in Germany.
During the year 2005-06, Motherson Advance Polymers Ltd and Balda Motherson Info Devices Ltd became 100% subsidiaries of the company. In August 2005, the company acquired G&S Kunststofftechnik GmbH, Germany to consolidate their polymer business. In January 2006, the company's joint venture subsidiary Global Environment Management (FZC) set up a 100% subsidiary, Global Environment Management Australia Pty Ltd, Australia.
During the year, Draexlmaier & Motherson Electrical Systems (I) Ltd, a 100% subsidiary of the company was amalgamated with the company with effect from April 1, 2005. Also, WOCO Motherson Elastomer Ltd and WOCO Motherson Advanced Rubber Technologies Ltd ceased to be subsidiaries of the company.
During the year 2006-07, Motherson Advance Polymers Ltd, a 100% subsidiary of the company merged with the company with effect from February 1, 2006. In August 2006, the company purchased the business and assets of ASL Systems Ltd through their 100% subsidiary, MSSL GB Ltd. In October 2006, they incorporated MSSL Australia Pty Ltd.
In November 2006, the company acquired a plastic injection molding company FP Formagrau s.r.o., in Czech Republic. In February 2007, they incorporated two subsidiaries namely Motherson Elastomers Pty Ltd and Motherson Investments Pty Ltd through MSSL Australia Pty Ltd. These two subsidiaries acquired the business and assets of Empire Rubber in Australia from Huon Corporation Pty Ltd, which was engaged in rubber mixing and manufacture of rubber extruded components.
During the year 2007-08, MSSL GmbH, the company's wholly owned subsidiary through MSSL Mideast (FZE) entered into an agreement with Dremotec GmbH & Co KG and Sirius Invest AG and incorporated another subsidiary Motherson Orca Precision Technology GmbH. Subsequently, the business of Mothersonsumi Reiner GmbH (100% subsidiary of MSSL GmbH) was transferred to the newly incorporated entity with effect from January 01, 2008. Also, they established a representative office in Italy during the year.
During the year 2007-08, the company set up two new plants in Noida and Pune to meet the requirements of domestic and export market. They increased the extraction capacity of Motherson Sumi Electrical Wires, Bangalore from 18,000 km to 26,000 km per month.
On 7 March 2009, Motherson Sumi Systems Limited (MSSL) announced that it has completed the acquisition of Visiocorp Group on 6 March 2009, for which the company had signed terms sheet and made announcement on 2 January 2009. MSSL subsidiary, Samvardhana Motherson Visiocorp Solution Ltd. (SMVSL), has acquired all the subsidiaries of Visiocorp plc (in administration) for a cash consideration of approximately Euro 25 million and allotment of 5% consideration shares having face value of Euro 1.5 million. The acquisition from Visiocorp plc (in administration) comprises only assets in the form of shares of the operating companies and no debt is being acquired from Visiocorp plc (in administration). The acquired subsidiaries also have minimal debt. SMVSL is 95% owned by Samvardhana Motherson Global Holdings Limited (SMGHL), a joint venture between MSSL and Samvardhana Motherson Finance Limited (SMFL) in the ratio of 51:49. In 2008, Visiocorp Group had a turnover of approximately Euro 660 million (USD 832 million) (unaudited). The various operating companies include manufacturing locations at USA, Mexico, Australia, UK, Hungary, Spain, France, China, India and Korea together with design and engineering centers at each location and at Germany. The diverse customer profile includes BMW, Chrysler, Daimler, Ford/Volvo, GM, Hyundai/Kia, Mahindra & Mahindra, Maruti Suzuki, Mitsubishi, Porsche, PSA, Renault/Nissan, Tata JLR, Toyota, Volkswagen/Audi etc.
Visiocorp is a market leader in exterior rear view mirror systems and brings with it cutting edge technology, covering the complete range of mirrors from low-end entry segments to high-end luxury segments. The product range also includes specialized unique solutions like the Telescopic Trailer Tow Mirrors and camera based Blind Spot Detection systems. MSSL has a highly successful joint venture with Visiocorp in India for the past 13 years and is a leading supplier of rear-view mirror systems to automobile manufacturers in India. This acquisition will lead to significant leveraging of business synergies as the existing business of Samvardhana Motherson Group greatly supplements Visiocorp needs for products and services, particularly in design engineering services, IT, injection moulded parts & assemblies, moulds and wiring harnesses. With this acquisition, Samvardhana Motherson Group has become one of the largest manufacturers of automotive mirrors in the world.
The Board of Directors of Motherson Sumi Systems Limited (MSSL) at its meeting held on 29 June 2009 approved the proposal for purchase of shareholding held by Wilhelm PUDENZ GmbH and WICKMANN Werke GmbH in Motherson PUDENZ WICKMANN Ltd. (MPWL). On transfer of these shares, MPWL will become the wholly owned subsidiary of MSSL. MPWL registered net sales of Rs 2.64 crore and profit after tax of Rs 0.42 crore for the year ended 31 March 2009.
At the Board Meeting of Motherson Sumi Systems Limited (MSSL) held on 28 April 2011, the Board of Directors of the company approved the merger of Sumi Motherson Innovative Engineering Limited (SMIEL), a company engaged in the manufacture of components for wiring harnesses and other plastic components with Motherson Sumi Systems Limited (MSSL). The Board also approved the merger of company's wholly owned subsidiary, MSSL Global Wiring Limited, a company engaged in the manufacture of wiring harnesses at SEZ Kandla with Motherson Sumi Systems Limited (MSSL). The Board also approved the merger of India Nails Manufacturing Pvt. Ltd., wholly owned subsidiary having mainly land and building, with Motherson Sumi Systems Limited (MSSL). The merger of SMIEL into MSSL will add significant value to MSSL's existing business of wiring harness and plastic molding. SMIEL is presently subsidiary of Sumitomo Wiring Systems (SWS). The proposed merger of SMIEL into MSSL will bring the entire business of wiring harness into one entity. MSSL is one of the key customers (about 39%) of SMIEL. SMIEL is doing similar business of plastic components as well.
The Board of Directors of Motherson Sumi Systems Ltd (MSSL) at its meeting held on 13 July 2011 in principle approved the proposal to (jointly with Samvardhana Motherson Finance Limited) acquire 80% of the shareholding of Peguform Group, Germany from Cross Industries AG. The acquisition would be made through a joint venture in which MSSL would hold 51% stake and Samvardhana Motherson Finance Limited would hold 49% stake. MSSL has through its subsidiary executed binding agreement with Cross Industries for acquiring 80% stake in Peguform GmbH and Peguform Iberica, SL together with 50% stake in Wethje Entwicklungs GmbH and Wethje Carbon Composite GmbH. The total share consideration for the transaction is Euro 141.5 million, of which MSSL share shall be Euro 72.165 million. MSSL proposes to raise loan overseas to finance this transaction. Peguform is a leading full service supplier off differentiated high quality interior and exterior products for the automotive and related industries. Peguform has a strong presence in Europe, supplying to major premium German brands. Fort the calendar year 2010, Peguform Group registered revenue of Euro 1,355.53 million, EBITDA of Euro 66.87 million and profit after tax of Euro 6.8 million.
The Board of Directors of Motherson Sumi Systems Ltd (MSSL) at its meeting held on 9 August 2012 recommended the issue of bonus shares in the ratio of 1:2 (1 share for 2 shares held) subject to the approval of the shareholders in the ensuing Annual Genera! Meeting scheduled to be held on 10 September 2012.
The Board of Directors of Motherson Sumi Systems Ltd (MSSL) at its meeting held on 1 November 2013 recommended the issue of bonus shares in the ratio of 1 (one) bonus share against 2 (two) existing equity shares subject to the approval of the shareholders.
On 10 August 2014, Motherson Sumi Systems Ltd (MSSL) announced that it has successfully closed the deal for acquiring wiring harness business of Stoneridge Inc. in a record time on receipt of necessary regulatory approvals. As announced previously on 27 May 2014, MSSL had signed an agreement to acquire the Wiring Harness business of Stoneridge Inc. through asset purchase at consideration of US $ 65.7 million on no cash no debt basis. The total cash outlay of US $71.38 million includes increase in working capital and cash/bank balances subject to post-closing adjustments. Included in the transaction are six manufacturing facilities located in Portland, Indiana (USA); Chihuahua, Mexico; Saltillo, Mexico; and Monclova, Mexico; as well as an engineering and administrative center located in Warren, Ohio (USA).
Stoneridge's Wiring Business designs and manufactures wiring harness products for sale principally to the commercial, agricultural and off-highway vehicle markets, as well as assembles entire instrument panels that are configured specifically to an OEM customer's specifications in the commercial vehicle market. The addition of these manufacturing facilities would enable MSSL to service the growing requirement of the customers in the region. With this acquisition, MSSL now has over 45 plants related to wiring harness business.
On 15 December 2014, Motherson Sumi Systems Ltd. (MSSL), through its subsidiary Samvardhana Motherson Automotive Systems Group B.V., Netherlands (SMRP BV), announced the signing of an agreement for purchase of assets of Scherer & Trier group (S&T), Germany from its administrator. The consideration payable is approximately Euro 36 million for the assets including land and building & inventories along with the shareholding held in Mexican entities. This acquisition includes 2 manufacturing facilities situated at Michelau (Germany) and Puebla, (Mexico). The acquired entity develops and manufactures extrusion profiles, moulded parts made of thermoplastics and hybrid components made of metal and plastic catering to OEMs like Audi, BMW, Daimler, Ford, GM, VW etc. along with other customers. It also has a strong vertical integration including state-of-the-art tool room for injection moulding tools, process engineering and in-house material development capabilities. This acquisition further consolidates MSSL's polymer business in Europe & North America.
On 29 April 2015, Motherson Sumi Systems Ltd. (MSSL) announced that the company through its subsidiary Samvardhana Motherson Automotive Systems Group BV (SMRPBV) has received a significant set of orders for the supply of a range of exterior and interior systems for several future Mercedes-Benz vehicle generations. MSSL estimates these orders to generate sales revenues of approximately Rs 15400 crore (Euro 2.2 billion approx.) over its lifetime and expected to commence from calendar year 2018. To support Daimler's expansion activities, MSSL will invest in 2 new plants, one each in the USA and Hungary which will enable SMRP BV to be closer to Daimler's vehicle assembly plants, along with capacity expansion in existing plants in Germany as well as new machines, tools and product development efforts.
The Board of Directors of Motherson Sumi Systems Limited at its meeting held on 10 June 2015 recommended the issue of bonus shares in the ratio of 1 (one) bonus share against the 2 (two) existing shares subject to the approval of the shareholders.
On 7 September 2016, Motherson Sumi Systems Ltd (MSSL) informed the stock exchanges that MSSL Manufacturing Hungary Kft., a subsidiary of MSSL GmbH (which is a subsidiary of Motherson Sumi Systems Limited) is acquiring the Automotive Business Unit of Abraham es Tarsa Kft. (Abraham and Co. Ltd) located in Turkeve, Hungary on a going concern basis and would also give on lease part of acquired assets to SMR Hungary. With this transaction, which is expected to be completed in October 2016, MSSL through its 100% subsidiary, MSSL Manufacturing Hungary Kft., would acquire the land, building and machinery of Abraham es Tarsa Kft for a purchase price consideration of EUR 10.4 million. Abraham es Tarsa is an expert for plastic processing and high quality products for car makers across Europe. SMR Hungary a subsidiary of SMRP BV (98.5% holding), which is ultimately held by MSSL, has for many years been the primary customer of Abraham es Tarsa Kft.
The integration of this business would allow to generate a number of operational synergies with SMR. This acquisition will increase the in house capability of SMR Hungary, and therefore will support SMR's position as technology and market leader for automotive mirrors in Hungary and Europe. The acquired unit will be further expanded to achieve group synergies through supplies to SMR and to the new facilities being set up by SMP in Europe to meet the demand for new orders from customers.
On 12 September 2016, Motherson Sumi Systems Limited (MSSL) announced allotment of 1.77 crore equity shares to Sumitomo Wiring Systems Limited, Japan, one of the promoters of the company, at issue price of Rs 317 per share aggregating to Rs 563.07 crore on preferential basis.
On 16 September 2016, Motherson Sumi Systems Limited (MSSL) announced successful completion of raising funds amounting to Rs 1993.44 crore by way of qualified institutional placement (QIP) issue. The QIP issue was priced at Rs 317 per share.
On 27 March 2017, Motherson Sumi Systems Limited (MSSL) announced the deal closure with acquisition of 93.75% stake in Finland based global auto component major PKC Group Plc, a move that will help it expand its footprint significantly in American and European commercial vehicle market segment. MSSL will acquire the remaining stake in PKC Group Plc through subsequent offer/squeeze out process. The total consideration payable for the acquisition is approximately Euro 571 million. As announced earlier on 19 January 2017, MSSL and PKC entered into a combination agreement pursuant to which MSSL launched a voluntary recommended public tender offer for the acquisition of all the issued and outstanding share capital and voting rights of PKC Group Plc (PKC). The tender offer was launched on 6 February 2017.
PKC designs, manufactures and integrates tailored electrical distribution systems and related architecture components, vehicle electronics, wires and cables especially for trucks and buses, light and recreational vehicles, construction equipment and agricultural and forestry equipment. In addition, PKC designs and manufactures electrical cabinets, power packs and electrical distribution systems for leading rolling stock manufacturers. With the operational expertise of MSSL and technical know-how of PKC, the company will add more value to its customers and suppliers. MSSL's success in managing its wiring harness business with a focus on training its' people, managing multiple plants with high degree of vertical integration from design to modules will help unlock the full potential of PKC.
The Board of Directors of Motherson Sumi Systems Limited (MSSL) at its meeting held on 19 May 2017 recommended the issue of bonus shares in the ratio of 1 (one) bonus share against 2 (two) existing shares subject to the approval of the shareholders.
On 9 January 2018, Motherson Sumi Systems through its subsidiary Samvardhana Motherson Automotive Systems Group B.V. (SMRP BV) announced the formation of a Joint Venture (JV) with Ossia Inc., innovator of the revolutionary Cota Real Wireless Power technology. Motherson Innovations Company Limited (MI), a subsidiary of Samvardhana Motherson Automotive Systems Group B.V. (SMRPBV), will hold majority share in the JV and will aim at bringing Ossia's Cota power system into the interiors of some of the world's most popular vehicles. The newly formed entity will be based in the U.S.A, supported by Samvardhana Motherson Group's global organisation.
On 2 April 2018, Motherson Sumi Systems through its step down subsidiary Samvardhana Motherson Automotive Systems Group B.V. (SMRP BV), announced the proposed acquisition of Reydel Automotive Group (Reydel), a privately held portfolio company of Cerberus Capital Management, L.P. (Cerberus) that manufactures interior components and modules for global automotive customers. The purchase price for the transaction is USD 201 million. This would be the 21st acquisition from the Samvardhana Motherson Group and is intended to further bolster Motherson's offerings in the automotive Interiors space. Reydel's Interiors Product Portfolio includes Instrument Panels, Door Panels, Console Modules, Decorative Parts and Cockpit Modules. Reydel's global presence spans 20 plants and 16 countries, and is supported by a workforce of approximately 5,650 associates. The acquisition would enable both companies to capitalise on new opportunities in their existing and new geographies, as well as within each others' customer portfolios. Reydel's revenue for the year ended 31 December 2017 was USD 1,048 million and EBITDA was USD 68 million (provisional, and in accordance with US GAAP). The consideration is expected to be financed using existing cash and banking limits at SMRPBV.
During the financial year 2018-19,the company has allotted 105,26,44,746 equity shares of face value of Re 1 each on account of the issue of Bonus Shares on 01 November 2018 in the ratio of one equity share against two equity shares held.
The Company's step down subsidiary Samvardhana Motherson Automotive Systems Group B.V.had completed acquisition of Reydel Automotive Group ('Reydel') on 02 August 2018. Thereafter, the name of Reydel has been changed to Samvardhana Motherson Reydel Companies ('SMRC'). SMRC is in the business of manufacturing interior components and modules for global automotive customers.
Motherson Rolling Stock Systems GB Limited, UK ('MRSS'), (a wholly owned subsidiary of Motherson Sumi Systems Ltd. through PKC Group Ltd.), has signed a definitive agreement on 28 February 2019 with Bombardier Transportation (Rolling Stock) UK Ltd. ('Bombardier') to acquire Bombardier's assets in connection with the production and installation of electrical components and systems for applications in the rail industry, comprising among others, the manufacturing of wiring harnesses, panel and cabinet build and electromechanical assemblies in Derby, UK. The transaction includes transfer of assets, employee and inventories, on debt free and cash free basis and is valued at GBP 10.87 million (approx). The transaction has been completed in the month of April 2019.
The board of directors given in-principle approval in its meeting dated 30 January 2020, for the reorganization of business within the group which will, inter alia, demerge domestic wiring harness business of the Company into a newly formed legal entity with mirror shareholding, which shall be listed and consolidate shareholding in Samvardhana Motherson Automotive Systems Group B.V. ('SMRP BV') in MSSL through a process of merger to bring 49% stake held by Samvardhana Motherson International Limited ('SAMIL') in SMRP BV into MSSL
The Company's operations and standalone financial results for the year ended 31 March 2021 have been impacted partially by the outbreak of COVID-19 pandemic and the consequent lockdown announced by central and state governments, due to which the operations were suspended for a large part of the quarter ended 30 June 2020 and resumed gradually with prescribed regulations and precautions.
The Board of Directors in its meeting dated 02 July 2020, approved a group reorganization plan with the objective of creating value for the shareholders of the Company ('MSSL'). The reorganization plan approved by the respective Boards of the Company and Samvardhana Motherson International Limited ('SAMIL') among other things, entails demerger of Domestic Wiring Harness ('DWH') business from MSSL into a new company Motherson Sumi Wiring India Limited ('MSWIL') and subsequent merger of SAMIL into MSSL to consolidate 100% shareholding in Samvardhana Motherson Automotive Systems Group BV ('SMRP BV') as well as to bring all auto component and allied businesses in SAMIL under MSSL. The transaction is to be effected pursuant to a Composite Scheme of Amalgamation and Arrangement ('Scheme') and is likely to be completed during FY2021-22. Subsequent to the year, the Scheme has been approved by the shareholders and has now been submitted to NCLT for its approval.
On 18 January 2021, the Company through its subsidiary SMR Automotive Mirrors Stuttgart GmbH signed a share purchase agreement for the acquisition of 75% stake in Plast Met Plastik Metal San. ImalatveTic.A.S.(PM-Bursa) and Plast Met Kalip San.veTic.A.S.(PM-Istanbul) together known as Plast Met group (Turkey) for a total purchase consideration of EUR 16.9 million (subject to final adjustments). The transaction has been completed on 29 April 2021.
The Company incurred CAPEX of Rs 1,904 million at standalone level, which includes, the addition of wire manufacturing capacity at Pithampur ( Madhya Pradesh), expansion of polymer facilities by addition of injection moulding machines & Other balancing equipment at Becharaji and Chennai, expansion of capacity for rubber components both at Noida & Chennai, the addition of equipment for wiring harness at Pithampur, Chennai, NCR for catering to domestic customers as well as the addition of new machines at Kandla for exports.
The Hon'ble National Company Law Tribunal, Mumbai Bench ('Hon'ble NCLT') vide its order dated 22 December 2021 has approved the Composite Scheme of Amalgamation and Arrangement ('the Scheme') between the Company, Motherson Sumi Wiring India Limited ('MSWIL'), Samvardhana Motherson International Limited (SAMIL) and their respective shareholders. With the objective of unlocking/ creating value for the shareholders, the Scheme, among other things, entails demerger of Domestic Wiring Harness ('DWH') business from the Company into a new company, viz., MSWIL and subsequent merger of SAMIL into the Company to consolidate 100% shareholding in Samvardhana Motherson Automotive Systems Group BV ('SMRP BV') as well to bring all auto component and allied businesses in SAMIL under the Company.
Accordingly, as per the Scheme, 3,157,934,237 equity shares having face value of Re 1/- each, have been allotted by MSWIL, in the ratio of 1 equity share of MSWIL of face value Re 1/- each for every 1 equity share of MSSL of face value Re 1/- each, to the shareholders of MSSL as on 19 January 2022, being the record date fixed by the Company. Similarly, in accordance with the Scheme, 1,359,680,007 net equity shares having face value of Re 1/- each have been allotted by the Company in the ratio of 51 equity shares of the Company of face value Re 1/- each for every 10 equity shares of SAMIL of face value Rs 10/- each to the shareholders of SAMIL as on 28 January 2022, being the record date fixed in terms of the Scheme.
Samvardhana Motherson International Ltd
Company History
Motherson Sumi Systems Limited (MSSL) is one of the world's leading, specialized automotive component manufacturing companies for Original Equipment Manufacturers (OEMs). With a diverse global customer base of nearly all leading automobile manufacturers globally, the company has a presence in 36 countries across six continents. MSSL is currently the largest auto ancillary in India. The present product range of MSSL comprises of - wiring harnesses, rear view mirrors, moulded plastic parts including car interior and exterior parts, bumpers, dashboards and door trims, complete modules, rubber components for automotive and industrial applications, high precision machined metal parts, injection molding tools and HVAC systems.
Motherson Sumi Systems Ltd was incorporated in the year 1986 as a joint venture between Samvardhana Motherson Group and Sumitomo Wiring Systems (Japan). The company was incorporated with the objective of manufacturing integrated wiring harnesses wires high tension cords and components for integrated wiring harnesses including plastic and metal parts.
In the year 1989, the company commenced manufacturing wiring harness components and plastic parts as a backward integration. In the year 1991, the company through their joint venture, Motherson Pudenz Wickmann Ltd commenced manufacturing fuses as a backward integration. In the year 1993, the company launched wire division, namely Motherson Sumi Electric Wires.
In October 1995, the company in collaboration with Kromberg and Schubert AG Germany and formed Kromberg Schubert Motherson Sumi Systems Pvt Ltd for the manufacture of integrated wiring harnesses, which is supplied to Mercedes Berz-Telco joint venture & BMW-Hero Motors joint venture for 650 cc motor cycles. In December 2005, they incorporated Britax Motherson Pvt Ltd in technical and financial collaboration with Britax International UK for manufacture of Auto Mirrors.
In the year 1997, the company formed a joint venture namely Kyungshin Industrial Motherson Ltd for manufacturing wiring harness for Hyundai. The company's joint venture, BR Motherson Automotive Pvt Ltd set up a plant for manufacturing Blow Moulded Auto Components and Door Panels. Also, Motherson Auto Components Engineering Ltd, Motherson Pudenz Fuses Ltd and Motherson Global Pte Ltd Singapore became the subsidiaries of the company during the year.
In the year 1998, the company made a technical agreement with WOCO and commissioned manufacturing of rubber component. In the year 1999, the company established a representative office in Austria and in the next year, they established another representative office in Singapore.
In the year 2001, the company commissioned the silicon rubber moulding facility in their first overseas manufacturing base in Sharjah. Motherson Automotive Technologies & Engineering and Motherson Sumi Electric Wires were amalgamated with the company during the year. In the year 2002, the company set up MSSL Ireland Pvt Ltd in Ireland. Also, they established MSSL Mideast (FZE) in Sharjah (UAE). In the year 2003, they established a representative office in UK.
During the year 2003-04, the company set up 100% subsidiaries, namely Motherson Electrical Wires Lanka Pvt Ltd in Sri Lanka for manufacturing of wires and MSSL Handels GmbH in Austria. Also, the company in association with Hag Kunststofftechnik GmbH set up a subsidiary, namely MSSL Hag Toolings Ltd in SAIF Zone, Sharjah. In March 2004, the company set up 100% subsidiary, namely MSSL (S) Pte Ltd in Singapore. The activities relating to the representative office of Singapore are being transferred to this subsidiary.
In March 2004, the company entered into a joint venture agreement with WOCO Franz Josef Wolf Holding GmbH & WOCO Industrieteknik GmbH and established a company namely WOCO Motherson Elastomer Ltd. The company transferred their Elastomer business to the joint venture company as a going concern with effect from June 1, 2004.
During the year 2004-05, the company expanded their Noida facilities with a new dedicated unit for exports. They started a new unit at Chennai to cater to the requirements of Hyundai Motors and for exports to GM Holden, Australia. Also, the company established a representative office in Germany.
During the year 2005-06, Motherson Advance Polymers Ltd and Balda Motherson Info Devices Ltd became 100% subsidiaries of the company. In August 2005, the company acquired G&S Kunststofftechnik GmbH, Germany to consolidate their polymer business. In January 2006, the company's joint venture subsidiary Global Environment Management (FZC) set up a 100% subsidiary, Global Environment Management Australia Pty Ltd, Australia.
During the year, Draexlmaier & Motherson Electrical Systems (I) Ltd, a 100% subsidiary of the company was amalgamated with the company with effect from April 1, 2005. Also, WOCO Motherson Elastomer Ltd and WOCO Motherson Advanced Rubber Technologies Ltd ceased to be subsidiaries of the company.
During the year 2006-07, Motherson Advance Polymers Ltd, a 100% subsidiary of the company merged with the company with effect from February 1, 2006. In August 2006, the company purchased the business and assets of ASL Systems Ltd through their 100% subsidiary, MSSL GB Ltd. In October 2006, they incorporated MSSL Australia Pty Ltd.
In November 2006, the company acquired a plastic injection molding company FP Formagrau s.r.o., in Czech Republic. In February 2007, they incorporated two subsidiaries namely Motherson Elastomers Pty Ltd and Motherson Investments Pty Ltd through MSSL Australia Pty Ltd. These two subsidiaries acquired the business and assets of Empire Rubber in Australia from Huon Corporation Pty Ltd, which was engaged in rubber mixing and manufacture of rubber extruded components.
During the year 2007-08, MSSL GmbH, the company's wholly owned subsidiary through MSSL Mideast (FZE) entered into an agreement with Dremotec GmbH & Co KG and Sirius Invest AG and incorporated another subsidiary Motherson Orca Precision Technology GmbH. Subsequently, the business of Mothersonsumi Reiner GmbH (100% subsidiary of MSSL GmbH) was transferred to the newly incorporated entity with effect from January 01, 2008. Also, they established a representative office in Italy during the year.
During the year 2007-08, the company set up two new plants in Noida and Pune to meet the requirements of domestic and export market. They increased the extraction capacity of Motherson Sumi Electrical Wires, Bangalore from 18,000 km to 26,000 km per month.
On 7 March 2009, Motherson Sumi Systems Limited (MSSL) announced that it has completed the acquisition of Visiocorp Group on 6 March 2009, for which the company had signed terms sheet and made announcement on 2 January 2009. MSSL subsidiary, Samvardhana Motherson Visiocorp Solution Ltd. (SMVSL), has acquired all the subsidiaries of Visiocorp plc (in administration) for a cash consideration of approximately Euro 25 million and allotment of 5% consideration shares having face value of Euro 1.5 million. The acquisition from Visiocorp plc (in administration) comprises only assets in the form of shares of the operating companies and no debt is being acquired from Visiocorp plc (in administration). The acquired subsidiaries also have minimal debt. SMVSL is 95% owned by Samvardhana Motherson Global Holdings Limited (SMGHL), a joint venture between MSSL and Samvardhana Motherson Finance Limited (SMFL) in the ratio of 51:49. In 2008, Visiocorp Group had a turnover of approximately Euro 660 million (USD 832 million) (unaudited). The various operating companies include manufacturing locations at USA, Mexico, Australia, UK, Hungary, Spain, France, China, India and Korea together with design and engineering centers at each location and at Germany. The diverse customer profile includes BMW, Chrysler, Daimler, Ford/Volvo, GM, Hyundai/Kia, Mahindra & Mahindra, Maruti Suzuki, Mitsubishi, Porsche, PSA, Renault/Nissan, Tata JLR, Toyota, Volkswagen/Audi etc.
Visiocorp is a market leader in exterior rear view mirror systems and brings with it cutting edge technology, covering the complete range of mirrors from low-end entry segments to high-end luxury segments. The product range also includes specialized unique solutions like the Telescopic Trailer Tow Mirrors and camera based Blind Spot Detection systems. MSSL has a highly successful joint venture with Visiocorp in India for the past 13 years and is a leading supplier of rear-view mirror systems to automobile manufacturers in India. This acquisition will lead to significant leveraging of business synergies as the existing business of Samvardhana Motherson Group greatly supplements Visiocorp needs for products and services, particularly in design engineering services, IT, injection moulded parts & assemblies, moulds and wiring harnesses. With this acquisition, Samvardhana Motherson Group has become one of the largest manufacturers of automotive mirrors in the world.
The Board of Directors of Motherson Sumi Systems Limited (MSSL) at its meeting held on 29 June 2009 approved the proposal for purchase of shareholding held by Wilhelm PUDENZ GmbH and WICKMANN Werke GmbH in Motherson PUDENZ WICKMANN Ltd. (MPWL). On transfer of these shares, MPWL will become the wholly owned subsidiary of MSSL. MPWL registered net sales of Rs 2.64 crore and profit after tax of Rs 0.42 crore for the year ended 31 March 2009.
At the Board Meeting of Motherson Sumi Systems Limited (MSSL) held on 28 April 2011, the Board of Directors of the company approved the merger of Sumi Motherson Innovative Engineering Limited (SMIEL), a company engaged in the manufacture of components for wiring harnesses and other plastic components with Motherson Sumi Systems Limited (MSSL). The Board also approved the merger of company's wholly owned subsidiary, MSSL Global Wiring Limited, a company engaged in the manufacture of wiring harnesses at SEZ Kandla with Motherson Sumi Systems Limited (MSSL). The Board also approved the merger of India Nails Manufacturing Pvt. Ltd., wholly owned subsidiary having mainly land and building, with Motherson Sumi Systems Limited (MSSL). The merger of SMIEL into MSSL will add significant value to MSSL's existing business of wiring harness and plastic molding. SMIEL is presently subsidiary of Sumitomo Wiring Systems (SWS). The proposed merger of SMIEL into MSSL will bring the entire business of wiring harness into one entity. MSSL is one of the key customers (about 39%) of SMIEL. SMIEL is doing similar business of plastic components as well.
The Board of Directors of Motherson Sumi Systems Ltd (MSSL) at its meeting held on 13 July 2011 in principle approved the proposal to (jointly with Samvardhana Motherson Finance Limited) acquire 80% of the shareholding of Peguform Group, Germany from Cross Industries AG. The acquisition would be made through a joint venture in which MSSL would hold 51% stake and Samvardhana Motherson Finance Limited would hold 49% stake. MSSL has through its subsidiary executed binding agreement with Cross Industries for acquiring 80% stake in Peguform GmbH and Peguform Iberica, SL together with 50% stake in Wethje Entwicklungs GmbH and Wethje Carbon Composite GmbH. The total share consideration for the transaction is Euro 141.5 million, of which MSSL share shall be Euro 72.165 million. MSSL proposes to raise loan overseas to finance this transaction. Peguform is a leading full service supplier off differentiated high quality interior and exterior products for the automotive and related industries. Peguform has a strong presence in Europe, supplying to major premium German brands. Fort the calendar year 2010, Peguform Group registered revenue of Euro 1,355.53 million, EBITDA of Euro 66.87 million and profit after tax of Euro 6.8 million.
The Board of Directors of Motherson Sumi Systems Ltd (MSSL) at its meeting held on 9 August 2012 recommended the issue of bonus shares in the ratio of 1:2 (1 share for 2 shares held) subject to the approval of the shareholders in the ensuing Annual Genera! Meeting scheduled to be held on 10 September 2012.
The Board of Directors of Motherson Sumi Systems Ltd (MSSL) at its meeting held on 1 November 2013 recommended the issue of bonus shares in the ratio of 1 (one) bonus share against 2 (two) existing equity shares subject to the approval of the shareholders.
On 10 August 2014, Motherson Sumi Systems Ltd (MSSL) announced that it has successfully closed the deal for acquiring wiring harness business of Stoneridge Inc. in a record time on receipt of necessary regulatory approvals. As announced previously on 27 May 2014, MSSL had signed an agreement to acquire the Wiring Harness business of Stoneridge Inc. through asset purchase at consideration of US $ 65.7 million on no cash no debt basis. The total cash outlay of US $71.38 million includes increase in working capital and cash/bank balances subject to post-closing adjustments. Included in the transaction are six manufacturing facilities located in Portland, Indiana (USA); Chihuahua, Mexico; Saltillo, Mexico; and Monclova, Mexico; as well as an engineering and administrative center located in Warren, Ohio (USA).
Stoneridge's Wiring Business designs and manufactures wiring harness products for sale principally to the commercial, agricultural and off-highway vehicle markets, as well as assembles entire instrument panels that are configured specifically to an OEM customer's specifications in the commercial vehicle market. The addition of these manufacturing facilities would enable MSSL to service the growing requirement of the customers in the region. With this acquisition, MSSL now has over 45 plants related to wiring harness business.
On 15 December 2014, Motherson Sumi Systems Ltd. (MSSL), through its subsidiary Samvardhana Motherson Automotive Systems Group B.V., Netherlands (SMRP BV), announced the signing of an agreement for purchase of assets of Scherer & Trier group (S&T), Germany from its administrator. The consideration payable is approximately Euro 36 million for the assets including land and building & inventories along with the shareholding held in Mexican entities. This acquisition includes 2 manufacturing facilities situated at Michelau (Germany) and Puebla, (Mexico). The acquired entity develops and manufactures extrusion profiles, moulded parts made of thermoplastics and hybrid components made of metal and plastic catering to OEMs like Audi, BMW, Daimler, Ford, GM, VW etc. along with other customers. It also has a strong vertical integration including state-of-the-art tool room for injection moulding tools, process engineering and in-house material development capabilities. This acquisition further consolidates MSSL's polymer business in Europe & North America.
On 29 April 2015, Motherson Sumi Systems Ltd. (MSSL) announced that the company through its subsidiary Samvardhana Motherson Automotive Systems Group BV (SMRPBV) has received a significant set of orders for the supply of a range of exterior and interior systems for several future Mercedes-Benz vehicle generations. MSSL estimates these orders to generate sales revenues of approximately Rs 15400 crore (Euro 2.2 billion approx.) over its lifetime and expected to commence from calendar year 2018. To support Daimler's expansion activities, MSSL will invest in 2 new plants, one each in the USA and Hungary which will enable SMRP BV to be closer to Daimler's vehicle assembly plants, along with capacity expansion in existing plants in Germany as well as new machines, tools and product development efforts.
The Board of Directors of Motherson Sumi Systems Limited at its meeting held on 10 June 2015 recommended the issue of bonus shares in the ratio of 1 (one) bonus share against the 2 (two) existing shares subject to the approval of the shareholders.
On 7 September 2016, Motherson Sumi Systems Ltd (MSSL) informed the stock exchanges that MSSL Manufacturing Hungary Kft., a subsidiary of MSSL GmbH (which is a subsidiary of Motherson Sumi Systems Limited) is acquiring the Automotive Business Unit of Abraham es Tarsa Kft. (Abraham and Co. Ltd) located in Turkeve, Hungary on a going concern basis and would also give on lease part of acquired assets to SMR Hungary. With this transaction, which is expected to be completed in October 2016, MSSL through its 100% subsidiary, MSSL Manufacturing Hungary Kft., would acquire the land, building and machinery of Abraham es Tarsa Kft for a purchase price consideration of EUR 10.4 million. Abraham es Tarsa is an expert for plastic processing and high quality products for car makers across Europe. SMR Hungary a subsidiary of SMRP BV (98.5% holding), which is ultimately held by MSSL, has for many years been the primary customer of Abraham es Tarsa Kft.
The integration of this business would allow to generate a number of operational synergies with SMR. This acquisition will increase the in house capability of SMR Hungary, and therefore will support SMR's position as technology and market leader for automotive mirrors in Hungary and Europe. The acquired unit will be further expanded to achieve group synergies through supplies to SMR and to the new facilities being set up by SMP in Europe to meet the demand for new orders from customers.
On 12 September 2016, Motherson Sumi Systems Limited (MSSL) announced allotment of 1.77 crore equity shares to Sumitomo Wiring Systems Limited, Japan, one of the promoters of the company, at issue price of Rs 317 per share aggregating to Rs 563.07 crore on preferential basis.
On 16 September 2016, Motherson Sumi Systems Limited (MSSL) announced successful completion of raising funds amounting to Rs 1993.44 crore by way of qualified institutional placement (QIP) issue. The QIP issue was priced at Rs 317 per share.
On 27 March 2017, Motherson Sumi Systems Limited (MSSL) announced the deal closure with acquisition of 93.75% stake in Finland based global auto component major PKC Group Plc, a move that will help it expand its footprint significantly in American and European commercial vehicle market segment. MSSL will acquire the remaining stake in PKC Group Plc through subsequent offer/squeeze out process. The total consideration payable for the acquisition is approximately Euro 571 million. As announced earlier on 19 January 2017, MSSL and PKC entered into a combination agreement pursuant to which MSSL launched a voluntary recommended public tender offer for the acquisition of all the issued and outstanding share capital and voting rights of PKC Group Plc (PKC). The tender offer was launched on 6 February 2017.
PKC designs, manufactures and integrates tailored electrical distribution systems and related architecture components, vehicle electronics, wires and cables especially for trucks and buses, light and recreational vehicles, construction equipment and agricultural and forestry equipment. In addition, PKC designs and manufactures electrical cabinets, power packs and electrical distribution systems for leading rolling stock manufacturers. With the operational expertise of MSSL and technical know-how of PKC, the company will add more value to its customers and suppliers. MSSL's success in managing its wiring harness business with a focus on training its' people, managing multiple plants with high degree of vertical integration from design to modules will help unlock the full potential of PKC.
The Board of Directors of Motherson Sumi Systems Limited (MSSL) at its meeting held on 19 May 2017 recommended the issue of bonus shares in the ratio of 1 (one) bonus share against 2 (two) existing shares subject to the approval of the shareholders.
On 9 January 2018, Motherson Sumi Systems through its subsidiary Samvardhana Motherson Automotive Systems Group B.V. (SMRP BV) announced the formation of a Joint Venture (JV) with Ossia Inc., innovator of the revolutionary Cota Real Wireless Power technology. Motherson Innovations Company Limited (MI), a subsidiary of Samvardhana Motherson Automotive Systems Group B.V. (SMRPBV), will hold majority share in the JV and will aim at bringing Ossia's Cota power system into the interiors of some of the world's most popular vehicles. The newly formed entity will be based in the U.S.A, supported by Samvardhana Motherson Group's global organisation.
On 2 April 2018, Motherson Sumi Systems through its step down subsidiary Samvardhana Motherson Automotive Systems Group B.V. (SMRP BV), announced the proposed acquisition of Reydel Automotive Group (Reydel), a privately held portfolio company of Cerberus Capital Management, L.P. (Cerberus) that manufactures interior components and modules for global automotive customers. The purchase price for the transaction is USD 201 million. This would be the 21st acquisition from the Samvardhana Motherson Group and is intended to further bolster Motherson's offerings in the automotive Interiors space. Reydel's Interiors Product Portfolio includes Instrument Panels, Door Panels, Console Modules, Decorative Parts and Cockpit Modules. Reydel's global presence spans 20 plants and 16 countries, and is supported by a workforce of approximately 5,650 associates. The acquisition would enable both companies to capitalise on new opportunities in their existing and new geographies, as well as within each others' customer portfolios. Reydel's revenue for the year ended 31 December 2017 was USD 1,048 million and EBITDA was USD 68 million (provisional, and in accordance with US GAAP). The consideration is expected to be financed using existing cash and banking limits at SMRPBV.
During the financial year 2018-19,the company has allotted 105,26,44,746 equity shares of face value of Re 1 each on account of the issue of Bonus Shares on 01 November 2018 in the ratio of one equity share against two equity shares held.
The Company's step down subsidiary Samvardhana Motherson Automotive Systems Group B.V.had completed acquisition of Reydel Automotive Group ('Reydel') on 02 August 2018. Thereafter, the name of Reydel has been changed to Samvardhana Motherson Reydel Companies ('SMRC'). SMRC is in the business of manufacturing interior components and modules for global automotive customers.
Motherson Rolling Stock Systems GB Limited, UK ('MRSS'), (a wholly owned subsidiary of Motherson Sumi Systems Ltd. through PKC Group Ltd.), has signed a definitive agreement on 28 February 2019 with Bombardier Transportation (Rolling Stock) UK Ltd. ('Bombardier') to acquire Bombardier's assets in connection with the production and installation of electrical components and systems for applications in the rail industry, comprising among others, the manufacturing of wiring harnesses, panel and cabinet build and electromechanical assemblies in Derby, UK. The transaction includes transfer of assets, employee and inventories, on debt free and cash free basis and is valued at GBP 10.87 million (approx). The transaction has been completed in the month of April 2019.
The board of directors given in-principle approval in its meeting dated 30 January 2020, for the reorganization of business within the group which will, inter alia, demerge domestic wiring harness business of the Company into a newly formed legal entity with mirror shareholding, which shall be listed and consolidate shareholding in Samvardhana Motherson Automotive Systems Group B.V. ('SMRP BV') in MSSL through a process of merger to bring 49% stake held by Samvardhana Motherson International Limited ('SAMIL') in SMRP BV into MSSL
The Company's operations and standalone financial results for the year ended 31 March 2021 have been impacted partially by the outbreak of COVID-19 pandemic and the consequent lockdown announced by central and state governments, due to which the operations were suspended for a large part of the quarter ended 30 June 2020 and resumed gradually with prescribed regulations and precautions.
The Board of Directors in its meeting dated 02 July 2020, approved a group reorganization plan with the objective of creating value for the shareholders of the Company ('MSSL'). The reorganization plan approved by the respective Boards of the Company and Samvardhana Motherson International Limited ('SAMIL') among other things, entails demerger of Domestic Wiring Harness ('DWH') business from MSSL into a new company Motherson Sumi Wiring India Limited ('MSWIL') and subsequent merger of SAMIL into MSSL to consolidate 100% shareholding in Samvardhana Motherson Automotive Systems Group BV ('SMRP BV') as well as to bring all auto component and allied businesses in SAMIL under MSSL. The transaction is to be effected pursuant to a Composite Scheme of Amalgamation and Arrangement ('Scheme') and is likely to be completed during FY2021-22. Subsequent to the year, the Scheme has been approved by the shareholders and has now been submitted to NCLT for its approval.
On 18 January 2021, the Company through its subsidiary SMR Automotive Mirrors Stuttgart GmbH signed a share purchase agreement for the acquisition of 75% stake in Plast Met Plastik Metal San. ImalatveTic.A.S.(PM-Bursa) and Plast Met Kalip San.veTic.A.S.(PM-Istanbul) together known as Plast Met group (Turkey) for a total purchase consideration of EUR 16.9 million (subject to final adjustments). The transaction has been completed on 29 April 2021.
The Company incurred CAPEX of Rs 1,904 million at standalone level, which includes, the addition of wire manufacturing capacity at Pithampur ( Madhya Pradesh), expansion of polymer facilities by addition of injection moulding machines & Other balancing equipment at Becharaji and Chennai, expansion of capacity for rubber components both at Noida & Chennai, the addition of equipment for wiring harness at Pithampur, Chennai, NCR for catering to domestic customers as well as the addition of new machines at Kandla for exports.
The Hon'ble National Company Law Tribunal, Mumbai Bench ('Hon'ble NCLT') vide its order dated 22 December 2021 has approved the Composite Scheme of Amalgamation and Arrangement ('the Scheme') between the Company, Motherson Sumi Wiring India Limited ('MSWIL'), Samvardhana Motherson International Limited (SAMIL) and their respective shareholders. With the objective of unlocking/ creating value for the shareholders, the Scheme, among other things, entails demerger of Domestic Wiring Harness ('DWH') business from the Company into a new company, viz., MSWIL and subsequent merger of SAMIL into the Company to consolidate 100% shareholding in Samvardhana Motherson Automotive Systems Group BV ('SMRP BV') as well to bring all auto component and allied businesses in SAMIL under the Company.
Accordingly, as per the Scheme, 3,157,934,237 equity shares having face value of Re 1/- each, have been allotted by MSWIL, in the ratio of 1 equity share of MSWIL of face value Re 1/- each for every 1 equity share of MSSL of face value Re 1/- each, to the shareholders of MSSL as on 19 January 2022, being the record date fixed by the Company. Similarly, in accordance with the Scheme, 1,359,680,007 net equity shares having face value of Re 1/- each have been allotted by the Company in the ratio of 51 equity shares of the Company of face value Re 1/- each for every 10 equity shares of SAMIL of face value Rs 10/- each to the shareholders of SAMIL as on 28 January 2022, being the record date fixed in terms of the Scheme.
Samvardhana Motherson International Ltd
Directors Reports
To the Members,
Your Directors have the pleasure in presenting the 35th Annual Report
together with the audited financial statements of the Company for the financial year ended
March 31, 2022. The consolidated performance of the Company and its subsidiaries has been
referred to wherever required.
The summarized financial results for the year ended March 31, 2022 and for previous
year ended March 31, 2021 are as follows:
Rs. in Million
| Particulars |
Standalone |
Consolidated |
|
March 31,2022 |
March 31,2021 |
March 31,2022 |
March 31,2021 |
| Continuing Operations |
|
|
|
|
| Revenue from contract with customers |
52,970 |
36,353 |
628,317 |
569,513 |
| Other operating revenue |
478 |
339 |
7,043 |
4,186 |
| Revenue from operations |
53,448 |
36,692 |
635,360 |
573,699 |
| Other Income |
7,114 |
1,104 |
4,957 |
2,293 |
| Profit before depreciation, interest and tax |
13,132 |
5,511 |
49,571 |
45,882 |
| Less: Depreciation and amortization expense |
2,042 |
1,983 |
29,582 |
29,260 |
| Less: Finance Costs |
1,411 |
897 |
5,426 |
5,115 |
| Less: Exceptional Expenses |
481 |
199 |
481 |
623 |
| Add: Share of profit / (loss) in associates |
- |
- |
160 |
849 |
| Profit Before Tax from continuing operations |
9,198 |
2,432 |
14,242 |
11,733 |
| Less: Provision for Tax |
1,202 |
491 |
6,069 |
(694) |
| Less: Minority Interest |
- |
- |
3,077 |
5,302 |
| Profit after tax from continuing operations |
7,996 |
1,941 |
5,096 |
7,125 |
| Discontinued Operations |
|
|
|
|
| Revenue from operations |
39,735 |
41,382 |
39,735 |
41,382 |
| Other income |
207 |
275 |
207 |
275 |
| Profit before tax from discontinued operations |
4,846 |
4,396 |
4,846 |
4,396 |
| Tax expenses |
1,204 |
1,129 |
1,204 |
1,129 |
| Profit after tax from discontinued operations |
3,642 |
3,267 |
3,642 |
3,267 |
| Total Profit from continuing and discontinued operations |
11,638 |
5,207 |
8,738 |
10,392 |
| Add: Balance brought forward |
32,951 |
27,725 |
81,102 |
70,642 |
| Profit available for appropriation |
44,589 |
32,932 |
89,840 |
80,184 |
| Other Comprehensive income from continuing operations |
284 |
(227) |
2,218 |
3,227 |
| Other Comprehensive income from discontinued operations |
(22) |
(8) |
(22) |
(8) |
| Total other Comprehensive income from continuing and discontinued operations |
262 |
(235) |
2,196 |
3,219 |
The Composite Scheme of Amalgamation and Arrangement amongst your Company ('the
Amalgamated Company'), Samvardhana Motherson International Limited ('the Amalgamating
Company') and Motherson Sumi Wiring India Limited ('the Resulting Company') and their
respective shareholders and creditors meet the criteria prescribed in Ind AS 105
(Non-current Assets Held for Sale and Discontinued Operations) was considered as
discontinued operation.
Accordingly, Domestic Wiring Harness Business has been disclosed as discontinued
operation in the financial results for the F.Y. ended March 31, 2022.
The profit available for appropriation for the year ended March 31, 2022 is INR 44,589
million and being carried over as surplus to the Profit & Loss Account as on March 31,
2022.
The Directors are pleased to recommend for approval of the members a payment of
dividend of Re. 0.65 (Sixty Five Paise only) per share (face value of Re. 1/- each) on the
Share Capital of the Company for the financial year ended March 31,2022 to the equity
shareholders.
The dividend, if approved by the members, would involve total cash outflow on account
of dividend of INR 2,936 Million resulting in a pay-out of 37% of the standalone profits
of the Company and 58% of the consolidated profits of the Company.
The Group's operations have been impacted partially in the periods presented by the
outbreak of the COVID-19 pandemic and the consequent lockdown announced by the governments
in many of the jurisdictions.
On consolidated basis for the financial year 2021-22, your Company achieved total
revenue from operations of INR 635,360 million as compared to the revenue of INR 573,699
million of the previous financial year ended March 31, 2021 from continuing operations.
Net profit for the financial year is at INR 5,096 million as compared to the previous
year's net profit of INR 7,125 million.
On standalone basis for the financial year 2021-22, your Company achieved total revenue
from operations of INR 53,448 million as compared to its total revenue of INR 36,692
million of the previous financial year ended March 31, 2021 from continuing operations.
The profit after tax for the year ended March 31, 2022 is INR 7,996 million as compared to
INR 1,941 million of the previous financial year ended March 31, 2021. The operational
performance of the Company has been comprehensively covered in the Management Discussion
and Analysis Report.
The Management Discussion and Analysis Report for the year under review, as stipulated
under the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (the "Listing Regulations") is presented
in a separate section forming part of the Annual Report.
Moody's Investor services has revised and improved the Rating Outlook to 'Stable' from
'Negative' while affirming the Ba1 corporate family rating (CFR) to the Company in April
2021.
In addition, the Company enjoys following domestic ratings:
| Rating |
ICRA |
CRISIL |
India Ratings and Research |
| Long Term |
ICRA AA+ Stable (Reaffirmed) |
CRISIL AA+/Stable (Reaffirmed) |
IND AAA/ Stable |
| Short Term |
ICRA A1+ (Reaffirmed) |
CRISIL A1+ (Reaffirmed) |
IND AAA/Stable / IND A1 + |
| Commercial Papers |
ICRA A1+ (Reaffirmed) |
CRISIL A1+ (Reaffirmed) |
IND A1 + |
| Non-Convertible Debentures |
- |
CRISIL AA+ |
IND AAA/Stable |
Standard & Poor's Global Ratings ("S&P") has revised its rating for
Samvardhana Motherson Automotive Systems Group B.V., Netherlands (SMRP BV), a subsidiary
of the Company, for its long term credit from 'BB+' to 'BB.
The details of the credit ratings of the Company are available on its website
www.motherson.com.
The Company has neither invited nor accepted any deposits from public covered under
Chapter V of the Companies Act, 2013, and as such, no amount on account of principal or
interest on deposits from public was outstanding or remained unclaimed or unpaid lying
with the Company, as on the date of the balance sheet.
There are no deposits invited or accepted by the Company which are not in compliance
with the requirements of Chapter V of the Companies Act, 2013.
In accordance with the Companies Act, 2013 and Ind AS 110 - Consolidated Financial
Statements read with Ind AS 28 - Investments in Associates, Ind AS 31 - Interests in Joint
Ventures and Ind AS 116 - Leases, the audited consolidated financial statement is provided
in the Annual Report.
The performance of the Company on consolidated basis is discussed at length in the
Management Discussion and Analysis Report.
The Board of Directors of your Company at its meeting held on July 2, 2020, approved
the composite Scheme of Amalgamation and Arrangement amongst your Company ("the
Amalgamated Company"), Samvardhana Motherson International Limited ("the
Amalgamating Company") ("erstwhile SAMIL") and Motherson Sumi Wiring India
Limited ("the Resulting Company") ("MSWIL") and their respective
shareholders and creditors ("the Scheme").
The Scheme, inter-alia, had provided to (A) demerge the Domestic Wiring Harness
Undertaking or DWH Undertaking (as defined in the Scheme) into the Resulting Company and
(B) amalgamate the Amalgamating Company with the Company, by absorption, subsequent to the
completion of the demerger referred to in (A). Further, the Scheme was subject to receipt
of necessary Statutory and Regulatory approvals under applicable laws including but not
limited to approval of BSE Limited and National Stock Exchange of India Limited, approval
of requisite majority of the shareholders and creditors of the Company and Hon'ble
National Company Law Tribunal, Mumbai Bench ("Hon'ble NCLT").
The Scheme was approved by the Hon'ble NCLT by way of its order dated December 22,
2021. Pursuant to the Scheme, the Domestic Wiring Harness Undertaking or DWH Undertaking
(as defined in the Scheme) of the Company has been demerged into MSWIL with effect from
January 5, 2022 and erstwhile SAMIL has merged with and into the Company with effect from
January 21, 2022.
Accordingly, the Equity Shareholders of the Company were issued and allotted 1 (one)
Equity Share of face value of Re.1 (Indian Rupee One) each of MSWIL for every 1 (one)
Equity Share of face value of Re. 1 (Indian Rupee One) each of the Company as a
consideration for demerger.
Further, in consideration of the amalgamation of erstwhile SAMIL into and with the
Company, the Company issued and allotted 51 (Fifty One) equity shares of the Company of
Re. 1 each (Rupee One only) for every 10 (Ten) equity shares of erstwhile SAMIL of face
value of Rs. 10 each (Rupees Ten only) to the shareholders of erstwhile SAMIL.
Pursuant to the Scheme, the authorised share capital of the Company has increased from
INR 630,00,00,000/- (Rupees Six Hundred Thirty Crores only) consisting of 605,00,00,000
(Six Hundred Five Crore) Equity Shares of Re. 1/- (Rupee One) each and 2,50,00,000 (Two
Crore Fifty Lacs) Preference Shares of Rs. 10/- (Rupees Ten) each to INR 1230,00,00,000
(Rupees One Thousand Two Hundred and Thirty Crores) consisting of 1230,00,00,000 (One
Thousand Two Hundred and Thirty Crores) Equity Shares of Re. 1/- (Rupee One) each.
Further, the details of paid up share capital of the Company prior and post the Scheme
are as below:
| SI. No. |
Particulars |
Share Capital (in INR) |
| 1. |
Paid- up Share Capital prior allotment (A) |
3,15,79,34,237 |
| 2. |
Cancellation of cross-holding consequent to the merger (B) |
1,05,57,50,653 |
| 3. |
(A-B) (C) |
2,10,21,83,584 |
| 4. |
Allotment of shares pursuant to the Scheme (D) |
2,41,54,30,660 |
| 5. |
Paid-up Share Capital post allotment (C+ D) |
4,51,76,14,244 |
Accordingly, as on March 31, 2022, the paid-up share capital of the Company was INR
451,76,14,244/- (Rupees Four Hundred Fifty One Crores Seventy Six Lakhs Fourteen Thousand
Two Hundred and Forty Four only) consisting of 451,76,14,244 (Four Hundred Fifty One
Crores Seventy Six Lakhs Fourteen Thousand Two Hundred and Forty Four only) Equity Shares
of Re. 1/- (Rupee One) each.
During Financial year 2021-22, the Company has raised funds, inter-alia, by
issue of Non-Convertible Debentures ("NCDs") on a private placement basis. The
key terms of issuance of NCDs are as below:
A) NCDs allotted on November 25. 2021 Series I:
| Instrument |
5.69% Unsecured Rated Listed Redeemable Non-Convertible Debenture |
| Amount Raised |
INR 250 Crores |
| Face Value |
INR 10,00,000/- each |
| Number of Securities |
2,500 |
| Maturity Date |
November 25, 2024 |
| Interest Payment |
5.69% Annually (Payable on November 25, 2022, November 25,2023 and
November 25,2024) |
| End Use |
The proceeds to be utilized for refinancing of existing indebtedness
and/or other bonafide business purposes including capital expenditure, operating expenses
and/or working capital. |
| Credit Rating |
IND AAA/ Stable by India Ratings and Research Private Limited |
| IS IN |
INE775A08055 |
| Listed on Stock Exchange |
BSE Limited |
| Series II: |
|
| Instrument |
6.09% Unsecured Rated Listed Redeemable Non-Convertible Debenture |
| Amount Raised |
INR 515 Crores |
| Face Value |
INR 10,00,000/- each |
| Number of Securities |
5,150 |
| Maturity Date |
November 25, 2026 |
| Interest Payment |
6.09% Annually (Payable on November 25, 2022, November 25, 2023,
November 25, 2024, November 25, 2025 and November 25, 2026) |
|
End Use |
The proceeds to be utilized for refinancing of existing indebtedness
and/or other bonafide business purposes including capital expenditure, operating expenses
and/or working capital. |
|
Credit Rating |
IND AAA/ Stable by India Ratings and Research Private Limited |
|
ISIN |
INE775A08063 |
|
Listed on Stock Exchange |
BSE Limited |
| B) NCDs allotted on December 8. 2021 |
|
|
|
Instrument |
Rated, Listed, Unsecured, Redeemable Non-Convertible Debentures |
|
Amount Raised |
INR 235 Crore |
|
Face Value |
INR 10,00,000/- each |
|
Number of Securities |
2350 |
|
Maturity Date |
December 8,2024 |
|
Interest Payment |
5.68% Annually (Payable on December 8, 2022; December 8, 2023 and
December 8, 2024) |
|
End Use |
The proceeds to be utilized for refinancing of existing indebtedness
and/or other bonafide business purposes including capital expenditure, operating expenses
and/or working capital. |
|
Credit Rating |
IND AAA by India Ratings and Research Private Limited |
|
ISIN |
INE775A08071 |
|
Listed on Stock Exchange |
BSE Limited |
During the Financial year 2021-22, the Company has raised funds by issue of Commercial
Papers, key terms of which are as below:
A) Commercial Paper issued on September 24. 2021
| Instrument |
Listed, Unsecured Commercial Paper |
| Issue Size |
INR100 Crore |
| Maturity Date |
December 24, 2021 |
| Interest Rate |
3.70% |
| ISIN |
INE775A14764 |
| Listed on Stock Exchange |
BSE Limited |
The above Commercial Paper was repaid on the maturity date.
The details of changes in Company's subsidiaries, joint venture or associate companies,
are as following:
1. Companies which became subsidiaries (direct and indirect) during financial year
2021-22 are as follows:
(a) Subsidiary through incorporation:
Jilin Huakai - PKC Wire Harness Co. Ltd. was incorporated on March 11, 2022 in China as
an indirect subsidiary of the Company.
(b) Subsidiary through acquisition:
(i) Samvardhana Motherson Automotive Group B.V., Netherland, an indirect subsidiary of
the Company, acquired 75% stake in Plast Met Plastik Metal Sanayi Imalat ve Ticaret Anonim
Sirketi on April 29, 2021. SMR Plast Plast Met Molds and Tools Turkey Kalip Imalat Anonim
Sirketi has become indirect subsidiary of the Company.
(ii) Samvardhana Motherson Automotive Group B.V., Netherland, an indirect subsidiary of
the Company, acquired 75% stake in Plast Met Plastik Metal Sanayi Imalat ve Ticaret Anonim
Sirketi on April 29, 2021. SMR Plast Met Automotive Tec Turkey Plastik imalat Anonim
?irketi has become indirect subsidiary of the Company.
(iii) Ningbo SMR Huaxiang Automotive Mirrors Ltd, a step down subsidiary of Samvardhana
Motherson Automotive
Systems Group B.V, an indirect subsidiary of the Company, acquired 60% stake in
Nanchang JMCG Mekra Lang Vehicle Mirror Co, Ltd. on October 8, 2021. Accordingly, Nanchang
JMCG Mekra Lang Vehicle Mirror Co, Ltd has become an indirect subsidiary of your Company.
(c) Subsidiary pursuant to merger:
Samvardhana Motherson International Limited ('erstwhile SAMIL') merged with the Company
effective from January 21, 2022. Accordingly, upon merger of erstwhile SAMIL, below
mentioned subsidiaries of erstwhile SAMIL had become the subsidiaries of Company:
(i) CTM India Limited
(ii) Motherson Molds and Diecasting Ltd.
(iii) Motherson Innovations Tech Ltd.
(iv) Motherson Invenzen XLab Private Limited
(v) Motherson Consultancies Service Limited
(vi) MS Global India Automotive Private Limited
(vii) Samvardhana Motherson Auto Component Pvt. Ltd.
(viii) Motherson Air Travel Agencies Limited
(ix) Samvardhana Motherson Maadhyam International Limited
(x) Motherson Technology Services Limited (formerly MothersonSumi Infotech &
Designs Limited) (MTSL)
(xi) Samvardhana Motherson Global Carriers Limited (SMGCL)
(xii) Samvardhana Motherson Hamakyorex Engineered Logistics Limited (Subsidiary through
SMGCL)
(xiii) Samvardhana Motherson Finance Service Cyprus Limited
(xiv) Samvardhana Motherson Holding (M) Private Limited
(xv) Samvardhana Motherson Innovative Solutions Limited (SMISL)
(xvi) Samvardhana Motherson Refrigeration Product Limited (Subsidiary through SMISL)
(xvii) Motherson Machinery and Automations Limited (Subsidiary through SMISL)
(xviii) Samvardhana Motherson Auto System Private Limited (Subsidiary through SMISL)
(xix) SAKS Ancillaries Limited (Subsidiary through SMISL)
(xx) Motherson Auto Solutions Limited (through SMISL)
(xxi) Motherson Techno Tools Limited (MTTL) (Subsidiary through SMISL)
(xxii) Motherson Techno Tools Mideast FZE (Subsidiary through MTTL)
(xxiii) Motherson Sintermetal Technology B.V. (Subsidiary through SMISL)
(xxiv) Samvardhana Motherson Virtual Analysis Limited (Subsidiary through MTSL)
(xxv) MSID US Inc. (Subsidiary through MTSL)
(xxvi) MothersonSumi Infotech & Designs KK (Subsidiary through MTSL)
(xxvii) MothersonSumi Infotech and Designs S.G. Pte. Limited (Subsidiary through MTSL)
(xxviii) Motherson Auto Engineering Service Limited (Subsidiary through MTSL)
(xxix) Samvardhana Motherson Health Solutions Limited (Subsidiary through MTSL)
(xxx) SMI Consulting Technologies Inc. (Subsidiary through MTSL)
(xxxi) Motherson Infotek Designs Mid East FZ- LLC (Subsidiary through MTSL)
(xxxii) Motherson Infotech and Solutions UK Ltd (Subsidiary through MTSL)
(xxxiii) Motherson Information Technologies Spain S.L.U. (Subsidiary through MTSL)
2. Companies which ceased to be subsidiaries during financial year 2021-22 are:
(i) SMRC Smart Automotive Interior Technologies USA, LLC, an indirect subsidiary of
your Company has been dissolved effective from June 28, 2021; and
(ii) SMP Automotive Technology Management Services (Changchun) Co. Ltd., an indirect
subsidiary of your Company has been deregistered effective from May 8, 2021.
3. Companies which became joint venture during financial year 2021-22 are:
Also, upon merger of erstwhile SAMIL, below mentioned joint ventures of erstwhile SAMIL
had become joint ventures of Company:
(i) Valeo Motherson Thermal Commercial Vehicles India Ltd.
(ii) Matsui Technologies India Ltd. (Matsui)
(iii) Frigel Intelligent Cooling Systems India Pvt. Ltd. (Joint Venture through Matsui)
(iv) Fritzmeier Motherson Cabin Engineering Pvt. Ltd.
(v) Marelli Motherson Automotive Lighting India Private Limited
(vi) Marelli Motherson Auto Suspension Parts Private Limited
(vii) Motherson Bergstrom HVAC Solution Pvt. Ltd
(viii) Youngshin Motherson Auto Tech Limited
(ix) Anest Iwata Motherson Private Ltd.
(x) Anest Iwata Motherson Coating Equipment Pvt. Ltd.
(xi) Nissin Advanced Coating Indo. Co. Pvt. Ltd.
(xii) AES (India) Engineering Limited
In accordance with section 129(3) of the Companies Act, 2013, the consolidated
financial statements of the Company and all of its subsidiaries, associate and joint
venture companies form part of the Annual Report.
Further, a statement containing salient features of the financial statement of the
Company's subsidiaries, associate and joint venture companies is annexed in Form AOC-1,
which forms a part of the Annual Report.
Details of subsidiaries of the Company, their performance are covered in Management
Discussion and Analysis Report forming part of this Report.
The Company's exports during the year were INR 11,733 million as against INR 8,375
million in the previous financial year from continuing operations. The Company continues
to make its efforts towards achieving higher growth by providing cost competitive quality
solutions to its customers. In addition, the Company has facilities globally, to provide
service to the customers as well as enhance customer relationships.
The Board of Directors met eight (8) times during the financial year 2021-22 and the
details of same are given in the Corporate Governance Report forming part of this Annual
Report. The intervening gap between two consecutive meetings was not more than one hundred
and twenty (120) days as prescribed by the Companies Act, 2013 and the Listing
Regulations.
During the financial year 2021-22, following were the changes in the Board of Directors
of the Company:
1) Change in director due to cessation / resignation:
i) Mr. S.C. Tripathi, IAS (Retd.) (DIN: 00941922) ceased to be an Independent Director
on the Board of the Company with effect from May 19, 2021 due to his sad demise. He was a
visionary and an industry stalwart, managing diverse roles across various industries in
his long career.
ii) Mr. Takeshi Fujimi (DIN: 08501292) resigned and thus ceased to be a Director from
the Board of the Company effective from January 4, 2022.
iii) Mr. Arjun Puri (DIN: 00211590) resigned and ceased to be an Independent Director
of the Company effective from January 28, 2022 simultaneously upon his appointment as an
Independent Director on the Board of Directors of MSWIL.
iv) Ms. Geeta Mathur (DIN: 02139552) resigned and ceased to be an Independent Director
of the Company effective from January 28, 2022 simultaneously upon her appointment as an
Independent Director on the Board of Directors of MSWIL.
2) Change in director due to appointment:
i) Ms. Rekha Sethi (DIN: 06809515) was appointed as an Additional and an Independent
Director by the Board of Directors in its meeting held on August 10, 2021 for a period of
5 (five) years commencing from August 10,2021 to August 9, 2026. The appointment of Ms.
Rekha Sethi as an Independent Director was approved by the shareholders of the Company in
34th Annual General Meeting held on September 17, 2021.
ii) Mr. Norikatsu Ishida (DIN: 09443998) was appointed as an Additional Director,
liable to retire by rotation by the Board of Directors
in its meeting held on January 4, 2022. The appointment of Mr. Norikatsu Ishida as a
nonexecutive Director, liable to retire by rotation was approved by the shareholders of
the Company in their Extra-Ordinary General Meeting held on March 30, 2022.
iii) Mr. Veli Matti Ruotsala (DIN: 09462008) was appointed as an Additional and an
Independent Director by the Board of Directors in its meeting held on January 28, 2022 for
a period of 5 (five) years commencing from January 28, 2022 to January 27, 2027. The
appointment of Mr. Veli Matti Ruotsala as an Independent Director was approved by the
shareholders of the Company in their Extra-Ordinary General Meeting held on March 30,
2022.
iv) Mr. Robert Joseph Remenar (DIN: 09469379) was appointed as an Additional and an
Independent Director by the Board of Directors in its meeting held on January 28, 2022 for
a period of 5 (five) years commencing from January 28, 2022 to January 27, 2027. The
appointment of Mr. Robert Joseph Remenar as an Independent Director was approved by the
shareholders of the Company in their Extra- Ordinary General Meeting held on March 30,
2022.
As per provisions of the Companies Act, 2013 and the Articles of Association of the
Company, Mr. Laksh Vaaman Sehgal (DIN: 00048584), Director of the Company, is liable to
retire by rotation in the ensuing AGM. Mr. Laksh Vaaman Sehgal being eligible seeks his
re-appointment. Accordingly, the Board of Directors recommend the re-appointment of Mr.
Laksh Vaaman Sehgal to the members of the Company.
The Board of Directors has received declarations from all the Independent Directors of
the Company confirming that they meet with criteria of independence as prescribed both
under sub-section (6) of Section 149 of the Companies Act, 2013 and under Regulation
16(1)(b) read with Regulation 25 of the Listing Regulations. The Board is of the opinion
that they are the persons of integrity and possesses relevant expertise and experience.
During the year, Independent Directors of the Company had no pecuniary relationship or
transactions with the Company, other than sitting fees, commission and reimbursement of
expenses incurred by them for the purpose of attending meetings of the Board of Directors,
Committee(s) and meeting of the Independent Directors. The details of remuneration and/ or
other benefits of the Independent Directors are mentioned in the Corporate Governance
Report.
The Audit Committee of the Board for the financial year ended March 31, 2022 was
comprised of Mr. Gautam Mukherjee as Chairman, Mr. Naveen Ganzu, Ms. Rekha Sethi, Mr. Veli
Mati Ruotsala as Independent Directors and Mr. Shunichiro Nishimura, Mr. Laksh Vaaman
Sehgal as non-executive directors. During the year all the recommendations made by the
Audit Committee were duly accepted by the Board.
Details on Committees constituted by the Board under the Companies Act, 2013 and the
Listing Regulations, their composition as well as changes in their composition, if any,
during the year and the number and dates of meetings of such committees held during the
year are covered in Corporate Governance Report which forms part of the Annual Report for
the Financial Year 2021-22.
In terms of the provisions of section 203 of the Companies Act, 2013, during the
financial year under review the Company had following whole-time Key Managerial Personnel:
1. Mr. Pankaj Mital, Whole-time Director and Chief Operating Officer
2. Mr. G.N. Gauba, Chief Financial Officer upto January 28, 2022
3. Mr. Kunal Malani, Chief Financial Officer effective from January 28, 2022
4. Mr. Alok Goel, Company Secretary
(a) The Board of Directors of the Company in its meeting held on October 8, 2021 had
approved acquisition of 55% stake in CIM Tools Private Limited ('CIM'). Further, the
shareholders of the Company through Postal Ballot on December 3,2021 granted their
approval by way of a special resolution to make investment and/ or provide loan /
guarantee in excess of the limits prescribed under Section 186 of the Companies Act, 2013.
The closing of said transaction was completed by the Company on April 6, 2022 CIM in turn
holds 83% in Aero Treatment Private Limited (ATPL) and 49.99% in Lauak CIM Aerospace (JV
with Lauak International, LCA).
(b) The Scheme of Amalgamation and Arrangement as mentioned hereinabove duly approved
by Plon'ble NCLT had, inter-alia, provided for change in name of the Company from
'Motherson Sumi Systems Limited' to 'Samvardhana Motherson International Limited'. The
Registrar of Companies approved the change in name of the Company with effect from May 18,
2022 and issued fresh Certificate of Incorporation. Further, the Stock Exchanges, i.e.,
National Stock Exchange of India Limited and BSE Limited granted their approval to the
name change on June 3, 2022 and accordingly, the name and SCRIP ID / Symbol of the Company
changed to "Samvardhana Motherson International Limited" and
"MOTFIERSON" respectively with effect from June 9, 2022.
In terms of the requirement of the Companies Act, 2013 and Listing Regulations, the
Board carried out an annual evaluation of its own performance, Board Committees,
individual Directors including the Independent Director and the Chairman of the Company on
the basis of the criteria specified as per the Guidance Note on Board Evaluation issued by
the Securities and Exchange Board of India with the aim to improve the effectiveness of
the Board and the Committees.
The criteria for evaluation under different categories depends on the role the
person(s)/group(s) plays in the Company. The criteria for every evaluation for the FY
2021-22 was decided at every level depending on the functions, responsibilities,
competencies required, nature of business etc., detailed as below:
| Person(s)/ Group(s) |
Evaluation Criteria |
| Chairman of the Company |
Leadership, steering skills, impartiality, commitment, ability to keep
shareholder's interest in mind etc. |
| Board |
The board composition and structure, meetings of the Board,
effectiveness of board processes and its functions, monitoring effectiveness of Governance
practices, evaluation of performance of management and providing their feedback etc. |
| Committees of the Board |
The composition of Committees, structure of Committees, effectiveness of
Committee meetings, independence of the Committees from the Board, contribution to the
decisions of the Board etc. |
| Executive/ Non-Executive/ Independent Director(s) |
Criteria for all type of Directors- qualification, experience, knowledge
and competencies, fulfilment of functions, commitment and their participation and
contribution at the Board meetings and Committee meetings etc. |
|
Additional criteria in case of Independent Directors, i.e, independent
from the Company and other Directors, providing independent views and judgement. |
In a separate meeting of Independent Directors held during the financial year 2021-22,
performance of Non- Independent Directors, the Board as a whole and the Chairman of the
Company was evaluated, taking into account the views of executive Directors and
nonexecutive Directors. The Independent Directors at their meeting held also assessed the
quality, quantity and timeliness of flow of information between the Company management and
the Board that is necessary for the Board to effectively and reasonably perform their
duties.
During the year, Board Evaluation was completed by the Company internally which
included the Evaluation of the Board as a whole, Board Committees and Evaluation of the
Directors. The exercise was led by the Chairman of the Board whereby the process involved
independent discussions with all Board members who gave their feedback and inputs about
the performance of the Board, its Committees, Individual Directors, and the Chairman of
the Company and effectiveness of the Board/Committee processes.
It was noted that the Board as a whole is functioning as a cohesive body which is well
engaged with different perspectives. The Board Members from different backgrounds bring
about different complementarities and deliberations in the Board and Committee Meetings.
It was also noted that the Committees are functioning well and all important issues are
brought up and discussed in the Committees as per its terms of reference as mandated by
law.
In the Board Meeting that followed the meeting of the Independent Directors and meeting
of Nomination and Remuneration Committee, the performance of the board, its committees and
individual directors was also discussed. Performance evaluation of Independent Directors
was done by the entire board, excluding the Independent Directors being evaluated.
Pursuant to Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration
Committee constituted under the provisions of section 178(1) of the Companies Act, 2013,
recommended to the Board of Directors of your Company, a policy on Director's appointment
and remuneration, including, criteria for determining qualifications, positive attributes,
independence of a Director and other matters. The said policy as approved by the Board of
Directors, is uploaded on the Company's website at www.motherson.com. The extract of the
said Policy is also covered in Corporate Governance Report which forms part of this
Report.
Pursuant to section 134(3)(c) of the Companies Act, 2013 and subject to disclosures in
the Annual Accounts, your Directors state as under :-
(a) That in preparation of the annual accounts for the financial year ended March 31,
2022, the applicable Accounting Standards have been followed and there are no material
departures;
(b) That the Directors have selected appropriate Accounting Policies and applied them
consistently and made judgment and estimates that are reasonable and prudent so as to give
a true and fair view of the state of affairs of the Company at the end of the financial
year March 31, 2022 and of the profit of the Company for that period;
(c) That the Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
(d) That the Directors have prepared the annual accounts on a going concern basis;
(e) That the Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating
effectively; and
(f) That the Directors have devised proper system to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and operating
effectively.
Statutory Auditors
As per section 139 of the Companies Act, 2013, read with the Companies (Audit and
Auditors) Rules, 2014, the Members of the Company in 30th AGM approved the
appointment of M/s. S. R. Batliboi & Co. LLP, Chartered Accountants, (Firm
Registration No. 301003E/IE300005), as the Statutory Auditors of the Company for a term of
5 (five) years, i.e, from the conclusion of 30th Annual General Meeting ('AGM')
till the conclusion of ensuing 35th AGM of the Company. M/s. S. R. Batliboi
& Co. LLP, Chartered Accountants are eligible for re-appointment.
The Company has received confirmation from the Statutory Auditors to the effect that
their appointment, if made, will be in accordance with the limits specified under the
Companies Act, 2013 and the firm satisfies the criteria specified in Section 141 of the
Companies Act, 2013 read with Rule 4 of Companies (Audit & Auditors) Rules 2014.
The Board is of the opinion that continuation of M/s. S. R. Batliboi & Co. LLP,
Chartered Accountants as Statutory Auditors of the Company will be in the interests of the
Company and therefore, the members are requested to consider their re-appointment as
Statutory Auditors of the Company, for a term of five years, from the conclusion of the
ensuing 35th AGM, till the conclusion of 40th AGM to be held in the
calendar year 2027, at such remuneration mutually agreed and approved by the Board.
The notes on the financial statement referred to in the Auditors' Report are
self-explanatory and do not call for any further comments.
The Auditors Report annexed with this Annual Report, does not contain any
qualification, reservation or adverse remarks.
During the Financial Year 2021-22, the Auditors have not reported any matter under
section 143(12) of the Companies Act, 2013, therefore no detail is required to be
disclosed under section 134(3)(ca) of the Companies Act, 2013.
Cost Auditor
The maintenance of cost records as specified by the Central Government under
sub-section (1) of section 148 of the Companies Act, 2013, is required by the Company and
accordingly such accounts and records have been prepared and maintained by the Company for
the financial year 2021-22.
As per recommendation of the Audit Committee, the Board of Directors has appointed M/s.
M.R. Vyas & Associates, Cost and Management Accountants (Registration No. 101394) as
Cost Auditor for conducting the audit of cost records of the Company for the financial
year 2021-22.
During the Financial Year 2021-22, the Auditors have not reported any matter under
section 143(12) of the Companies Act, 2013, therefore no detail is required to be
disclosed under section 134(3)(ca) of the Companies Act, 2013.
Secretarial Auditor
In terms of section 204 of the Companies Act, 2013 read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, based upon the recommendations of
the Audit Committee, the Board of Directors had appointed M/s. SGS Associates, Company
Secretaries (CP No. 1509) as the Secretarial Auditor of the Company, for conducting the
Secretarial Audit for financial year ended March 31, 2022.
The Report given by the Secretarial Auditor is annexed herewith and forms integral part
of this Report. There has been no qualification, reservation or adverse remark or
disclaimer in their Report.
During the Financial Year 2021-22, the Auditors have not reported any matter under
section 143(12) of the Companies Act, 2013, therefore no detail is required to be
disclosed under section 134(3)(ca) of the Companies Act, 2013.
During the year, the Company had received various awards and recognitions, which have
been described in "Awards and Recognition" section, forming part of the Annual
Report.
Particulars of loans given, Investments made, guarantees given and securities provided
along with the purpose for which the loan or guarantee or security is proposed to be
utilized by recipient are provided in the standalone financial statement. Please refer
Note No. 6(a), 6(b) and 7 to the standalone financial statements.
Pursuant to Policy on Related Party Transaction of the Company, all contracts/
arrangements/ transactions entered by the Company during financial year with related
parties which were on arm's length basis and were in ordinary course of business were
approved by the Audit Committee. During the year, the Company did not enter into any
contract / arrangement/ transaction with related parties which could be considered
material for which shareholders' approval is required in accordance with the policy of the
Company on materiality of related party transactions. Thus, provisions of section 188(1)
of the Companies Act, 2013 are not applicable to the Company.
Pursuant to the provision of applicable Listing Regulations, all related party
transactions are placed before the Audit Committee for approval including the transaction
under section 188 of the Companies Act, 2013 and Regulation 23 of Listing Regulations.
Prior omnibus approval of the Audit Committee has been obtained for transactions which are
foreseen and repetitive in nature and where the need for related party transaction cannot
be foreseen, Audit Committee granted omnibus approval for such transactions having value
upto rupees one crore per transaction. The transactions entered into pursuant to omnibus
approval were presented to the Audit Committee on quarterly basis by way of a statement
giving details of all related party transactions.
The Company has developed a Related Party Transactions Manual, Standard Operating
Procedures for purpose of identification and monitoring of such transactions. The policy
on Related Party Transactions as approved by the Board and amended from time to time is
uploaded on the Company's website.
Your Directors draw attention of the members to Note No. 40 to standalone financial
statement which sets out related party disclosures.
Approval of Related Party Transactions pursuant to SEBI Listing Regulations
The Securities and Exchange Board of India ("SEBI") notified SEBI (Listing
Obligation and Disclosure Requirements) (Sixth Amendment) Regulation, 2021 on November 9,
2021 which were effective from April 1, 2022. The amended provisions of Regulation 23 of
Listing Regulations defines a "material related party transaction" as
transaction to be entered into individually or taken together with previous transactions
during a financial year by the Company, which exceeds INR 1,000 crore or 10% of annual
consolidated turnover of the listed entity, whichever is lower, as per last audited
financial statements of the listed entity. Further, such "material related party
transactions" require prior approval of shareholders.
In respect of above, the shareholders of the Company at its Extra-ordinary General
Meeting held on March 30, 2022 granted their approval for entering into contract(s) /
agreements(s) / arrangement(s) / transaction(s), between the Company and/or its
subsidiaries and/or its joint ventures on the one hand, with following counter- parties:
(1) Motherson Sumi Wiring India Limited; and
(2) SEI Thai Electric Conductor Co., Ltd., Thailand for purchase of copper.
The shareholders of the Company in the said meeting had approved aforesaid related
party transactions, as more particularly mentioned in the said notice for the meeting held
on March 30, 2022 read with the explanatory statement attached thereto pursuant to section
102 of the Companies Act, 2013.
The Notice convening the said meeting along with the voting results can be viewed on
the website of the Company at www.motherson.com.
Information under section 134(3)(m) of the Companies Act, 2013, read with rule 8(3) of
Companies (Accounts) Rules, 2014 is given in Annexure- A to this Report.
Disclosure pertaining to remuneration and other details as required under section 197
of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure-B to this Report.
The Statement containing the particulars of employees as required under section 197(12)
of the Companies Act, 2013 read with rule 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and other applicable rules (if any), is
provided in a separate annexure forming part of this report. Further, the report and the
accounts are being sent to the members excluding the aforesaid annexure. In terms of
section 136 of the Companies Act, 2013 the said annexure is open for inspection at the
registered office of the Company during the working hours for a period of twenty-one days
before the date of the AGM. Any member interested in obtaining a copy of the same may
write to the Company.
Your Company has taken adequate steps to ensure compliance with the provisions of
Corporate Governance as prescribed under the Listing Regulations. A separate section on
Corporate Governance, forming a part of Annual Report and the requisite certificate from
the Company's Auditors confirming compliance with the conditions of Corporate Governance
is attached to the report on Corporate Governance.
Business Responsibility and Sustainability Report:
Securities and Exchange Board of India (SEBI) vide its circular dated May 10, 2021,
made Business Responsibility and Sustainability Report (BRSR) mandatory for the top 1,000
listed companies (by market capitalization) from F.Y. 2022-2023, while disclosure is
voluntary for F.Y. 2021- 2022.
The Company on voluntary basis has provided BRSR, in lieu of the Business
Responsibility Report which indicates the Company's performance against the principles of
the 'National Guidelines on Responsible Business Conduct'. This would enable the
shareholders to have an insight into environmental, social and governance initiative of
the Company.
The BRSR describing the initiatives taken by your Company from an environmental, social
and governance perspective, in the prescribed format is available as a separate section of
the Annual Report.
Dividend Distribution Policy:
As per regulation 43A of the Listing Regulations, the extract of Dividend Distribution
Policy of your Company is disclosed in the Corporate Governance Report and the said Policy
is also uploaded on the Company's website.
The Equity shares of your Company are presently listed at the National Stock Exchange
of India Limited (NSE) and BSE Limited (BSE).
NCDs issued and allotted by your Company are listed on BSE Limited (BSE).
The listing fees for the financial year 2022-23 has been paid to the said Stock
Exchanges. The Company's equity shares continue to remain listed on NSE and BSE while its
NCDs remain listed on BSE.
The Company has an Internal Control System commensurate with the size, scale and
complexity of its operations. To maintain its objectivity and independence, the Internal
Audit Reports are presented directly to the Chairman of the Audit Committee and its
members.
Details about Internal controls and their adequacy are set out in the Management
Discussion & Analysis Report which forms part of this report.
The Board of Directors had constituted Risk Management Committee to assist the Board
with regard to the identification, evaluation and mitigation of strategic, operational,
external environment and cyber security risks and in fulfilling its corporate governance
oversight responsibilities and to develop policy for actions associated to mitigate the
risks. The Committee is responsible for reviewing the risk management plan and ensuring
its effectiveness. The major risks identified by the businesses and functions are
systematically addressed through mitigating actions on a continual basis.
On recommendation ofthe RiskManagementCommittee, the Board of Directors of your Company
in their meeting held on November 10, 2020 adopted the amended Risk Management Policy for
the Company. The development and implementation of risk management policy has been covered
in the Management Discussion and Analysis Report, which forms part of this report.
During the period under review, no such order is passed by any Regulators or Courts or
Tribunals which would impact the going concern status of the Company and its future
operations other than the orders mentioned herein above.
In accordance with the requirements of section 135 of the Companies Act, 2013, your
Company has a Corporate Social Responsibility (CSR) Committee. The CSR Committee comprises
of Mr. Vivek Chaand Sehgal Chairman, Ms. Rekha Sethi, Independent Director and Mr. Laksh
Vaaman Sehgal, Non-Executive Director.
The terms of reference of the Corporate Social Responsibility (CSR) Committee is
provided in the Corporate Governance Report. Your Company has also formulated a Corporate
Social Responsibility Policy (CSR Policy). The Board of Directors in its meeting held on
May 26,2022 amended its CSR Policy considering the changes made by Ministry of Corporate
Affairs. The amended CSR Policy is available on the website of the Company at www.
motherson.com.
Annual report on CSR activities as required under the Companies (Corporate Social
Responsibility Policy) Rules, 2014 has been appended as Annexure-C and forms integral part
of this Report.
The Company is, inter-alia, also performing CSR activities through Swarn Lata
Motherson Trust which has been established for the sole purpose of CSR activities.
Further, the Company continue to carry out CSR activities as specified under schedule VII
to the Companies Act, 2013.
The Company has established a vigil mechanism which incorporates a whistle blower
policy in terms of the Companies Act, 2013 and the Listing Regulations for Directors and
employees to report their genuine concerns. The objective of the Policy is to create a
window for any person who observes an unethical behaviour, actual or suspected fraud, or
violation of the Company's Code of Conduct or ethics policy (hereinafter "Unethical
and Improper Practices"), either organizationally or individually, to be able to
raise it and to provide for adequate safeguards against victimization of whistle blower
and also to provide for direct access to the chairperson of the audit committee.
Thought Arbitrage Consultancy has been appointed by the Board of Directors as an
independent external ombudsman under this Whistle-blower mechanism.
Protected Disclosure can be made by a Whistle Blower through an e-mail or dedicated
telephone line or a letter to the Thought Arbitrage Consultancy or to the Chairman of the
Audit Committee. The Whistle Blower Policy is available on the Company's website at
www.motherson.com.
In accordance with the provisions of Section 92(3) read with section 134(3)(a) of the
Companies Act, 2013 and Rules framed thereunder, an annual return in the prescribed format
for the financial year 2021-22 is available on the website of the Company at
www.motherson.com.
Your Company has complied with the secretarial standards with respect to General and
Board Meetings specified by the Institute of Company Secretaries of India constituted
under section 3 of the Company Secretaries Act, 1980 (56 of 1980), and approved as such by
the Central Government.
The relations with the employees and associates continued to remain cordial throughout
the year. The Directors of your Company wish to place on record their appreciation for the
excellent team spirit and dedication displayed by the employees of the Company.
The Company has zero tolerance towards sexual harassment at the workplace and has
adopted a policy on prevention, prohibition and redressal of sexual harassment at
workplace in line with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.
The Company has complied with provisions relating to the constitution of Internal
Complaints Committee under Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. The Internal Committee composed of internal members
and an external member who has extensive experience in the field.
During the Financial Year 2021-22, there was one complaint filed under the provisions
of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 which after enquiry was found non-sustainable.
Notice of the AGM along with the Annual Report 2021- 22 is being sent only through
electronic mode to those Members whose email addresses are registered with the Company/
Depositories. Members may note that the Notice and Annual Report 2021-22 will also be
available on the Company's website www.motherson.com. websites of the Stock Exchanges i.e.
BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and
www.nseindia.com respectively. The above are in compliance with General Circular No.
14/2020 dated April 8, 2020 read with General Circular No. 17/2020 dated April 13, 2020,
General Circular No. 20/2020 dated May 5, 2020, General Circular No. 22/2020 dated June
15, 2020, General Circular No. 33/2020 dated September 28, 2020, General Circular No.
39/2020 dated December 31, 2020, General Circular No. 02/2021 dated January 13, 2021,
General Circular No. 20/2021 dated December 08, 2021 and General Circular No. 2/2022 dated
May 5, 2022 issued by the Ministry of Corporate Affairs.
Your Board of Directors would like to place on record their sincere appreciation for
the wholehearted support and contributions made by all the employees of the Company as
well as customers, suppliers, bankers, investors and other authorities. Our consistent
growth was made possible by their hard work, solidarity, cooperation and support.
The Directors also thank the Government of various countries, Government of India,
State Governments in India and concerned Government Departments/ Agencies for their
co-operation, support and look forward to their continued support in the future.
Last but not the least the Board of Directors wish to thank all the stakeholders of the
Company and Sumitomo Wiring Systems Limited, Japan for their continuous support.