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Samvardhana Motherson International Ltd

BSE Code : 517334 | NSE Symbol : MOTHERSON | ISIN:INE775A01035| SECTOR : Auto Ancillaries |

NSE BSE
 
SMC down arrow

94.55

-1.20 (-1.25%) Volume 470756

04-Oct-2023 09:19:59

Prev. Close

95.75

Open Price

95.45

Bid Price (QTY)

94.50(13281)

Offer Price (QTY)

94.55(219)

 

Today’s High/Low 95.55 - 94.50

52 wk High/Low 103.40 - 61.80

Key Stats

MARKET CAP (RS CR) 64897.79
P/E 77.86
BOOK VALUE (RS) 46.3971179
DIV (%) 65
MARKET LOT 1
EPS (TTM) 1.23
PRICE/BOOK 2.06413683294755
DIV YIELD.(%) 0.68
FACE VALUE (RS) 1
DELIVERABLES (%) 47.87
4

News & Announcements

03-Oct-2023

Samvardhana Motherson International completes acquisition of identified assets of Dr Schneider Group

29-Sep-2023

Samvardhana Motherson International Ltd - Samvardhana Motherson International Limited - Trading Window

26-Sep-2023

CRISIL revises Samvardhana Motherson's outlook to 'positive'

26-Sep-2023

Samvardhana Motherson International receives ratings action from CRISIL

03-Oct-2023

Samvardhana Motherson International completes acquisition of identified assets of Dr Schneider Group

26-Sep-2023

Samvardhana Motherson International receives ratings action from CRISIL

21-Sep-2023

Samvardhana Motherson International receives ratings for proposed NCDs

04-Sep-2023

Samvardhana Motherson International receives affirmation in credit rating for CP

Corporate Actions

Bonus
Splits
Dividends
Rights
Capital Structure
Book Closure
Board Meeting
AGM
EGM
 

Financials

Income Statement

Standalone
Consolidated
 

Peers Comparsion

Select Company Name BSE Code NSE Symbol
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Autolite (India) Ltd 500029 AUTOLITIND
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Axles India Ltd 40001
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Bharat Seats Ltd 523229
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Brite Automotive & Plastics Ltd (Merged) 507782 BRITEAUTO
Carraro India Pvt Ltd 40394
Castex Technologies Ltd 532282 CASTEXTECH
Clutch Auto Ltd 505052 CLUTCHAUTO
Containe Technologies Ltd 543606
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D H Woodhead Ltd 40065
Denso India Ltd 520022 DENSO
Design Auto Systems Ltd 520125
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Divgi Torqtransfer Systems Ltd 543812 DIVGIITTS
Elgi Auto Parts Ltd (Wound-up) 500129
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Engine Valves Ltd (Merged) 520038 ENGINVALVE
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Federal-Mogul Goetze (India) Ltd 505744 FMGOETZE
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Goldstar Power Ltd 535018 GOLDSTAR
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Harita Seating Systems Ltd(Merged) 590043 HARITASEAT
Harsha Engineers International Ltd 543600 HARSHA
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Jay Ushin Ltd 513252
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L G Balakrishnan & Bros Ltd 500250 LGBBROSLTD
Lakshmi Auto Components Ltd (Merged) 520061 LAKSHAUTO
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Lumax Auto Technologies Ltd 532796 LUMAXTECH
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Mahindra Composites Ltd(Merged) 524138
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Motherson Sumi Wiring India Ltd 543498 MSUMI
Munjal Auto Industries Ltd 520059 MUNJALAU
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Steel Strips Wheels Ltd 513262 SSWL
Subros Ltd 517168 SUBROS
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Super Auto Forge Ltd 40741
Suprajit Engineering Ltd 532509 SUPRAJIT
Talbros Automotive Components Ltd 505160 TALBROAUTO
Talbros Engineering Ltd 538987
The Hi-Tech Gears Ltd 522073 HITECHGEAR
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Tru Wheels Ltd (Merged) 507929
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TVS Autolec Ltd (Merged) 520101 AUTOLEC
Ucal Ltd 500464 UCAL
Ultra Wiring Connectivity Systems Ltd 535124 UWCSL
Uniparts India Ltd 543689 UNIPARTS
Uno Minda Ltd 532539 UNOMINDA
Uravi T and Wedge Lamps Ltd 543930 URAVI
Varroc Engineering Ltd 541578 VARROC
Waaree Technologies Ltd 539337
Wheels India Ltd 590073 WHEELS
XLO-United Clutch Products Ltd(liquidated) 505188
Z F Steering Gear (India) Ltd 505163 ZFSTEERING
ZF Commercial Vehicle Control System India Ltd 533023 ZFCVINDIA

Share Holding

Category No. of shares Percentage
Total Foreign 767909272 11.33
Total Institutions 1028706803 15.18
Total Govt Holding 0 0.00
Total Non Promoter Corporate Holding 33147103 0.49
Total Promoters 4388847539 64.77
Total Public & others 557810649 8.23
Total 6776421366 100
  • Total Foreign
  • Total Institutions
  • Total Govt Holding
  • Total Non Promoter Corporate Holding
  • Total Promoters
  • Total Public & others

About Samvardhana Motherson International Ltd

Samvardhana Motherson International Limited (Formerly known Motherson Sumi Systems Limited, hereinafter called, SAMIL or the Company) is a globally diversified manufacturer and a full system solutions provider to customers in automotive and other industries. The Company is one of the world's largest and fastest growing suppliers for Original Equipment Manufacturers (OEMs) in automotive industry. The Company is a full system solutions provider and has a diversified product portfolio which includes electrical distribution systems, fully assembled vehicle interior and exterior modules, automotive rear vision systems, molded plastic parts and assemblies, injection molding tools, molded and extruded rubber components, lighting systems, electronics, precision metals and modules, Industrial IT solutions and services and new innovative technologies such as telematics etc. The Group expanded presence to support customers in new segments including health and medical, aerospace and logistics. The diversified range of technologies and capabilities allows Motherson to support a wide spectrum of sectors, with automotive as the main industry served. Samvardhana Motherson International Limited 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 Composite Scheme of Amalgamation and Arrangement 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/ DWH Undertaking of the Company was demerged into Motherson Sumi Wiring India Limited (MSWIL/ the Resulting Company) effective from January 5, 2022 and erstwhile Samvardhana Motherson International Limited (SAMIL/ the Amalgamating Company) got merged with and into the Company (the Amalgamated Company/ Holding Company) with effect from January 21, 2022. Accordingly, the Equity Shareholders of the Company were issued and allotted 1 Equity Share of face value of Re. 1 each of MSWIL for every 1 Equity Share of face value of Re. 1 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 Equity Shares of the Company of Re. 1 each for every 10 Equity Shares of the Erstwhile SAMIL of Face Value of Rs. 10 each to the Shareholders of Erstwhile SAMIL. i.e., 51:10. During FY 2021-22, Jilin Huakai - PKC Wire Harness Co. Ltd. was incorporated on March 11, 2022 in China as an indirect subsidiary of the Company. 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 became indirect subsidiary of the Company. 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 Sirketi became indirect subsidiary of the Company. 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. became an indirect subsidiary of Company. Motherson Aerospace Division acquired 55% stake in CIM Tools Pvt Ltd (CIM) in October, 2021, which was completed in April 2022. During the financial year 2022-23, Company had allotted 225,88,07,122 Equity Shares of Face Value of Re. 1 each on account of issue of Bonus Shares on October 6, 2022 in the ratio of 1 Equity Share against 2 existing Equity Shares. i.e., 1:2.

Samvardhana Motherson International Ltd Chairman Speech

I would like to thank all of you for voting in favour of the reorganisation. The new structure marks an important step for Motherson and we are excited about the new chapter in our history that it represents. The past twelve months have been marked by continued turbulence in the global economy. Just as the COVID‚19 pandemic had begun to loosen its grip on the world, unpredictable economic events and international political turmoil have caused considerable instability. Yet despite these challenges, Motherson has had a strong FY 2021‚22 and has demonstrated resilient financial performance in this second year of our sixth 5-year plan. This strengthens our confidence in our ability to withstand difficult and uncertain circumstances.

Consolidated revenue (from continuing operations) of your company for FY 2021-22 grew by 10% to INR 628 billion (USD 8.3 billion) amidst the challenging external environment. With the concerted efforts of our teams across the globe, we were able to protect our EBITDA margins and closed the year with INR 48 billion EBITDA at 7.7% margin (7.9% in FY 2020-21). Also, in line with our Vision 2025 targets, the dividend payout for FY 2021f22 has been declared at 58% of the consolidated profit after taxes from continuing operations.

The share of revenues from electric vehicles has increased to more than 4% of our revenues for FY 2021-22. This illustrates the confidence of our customers in our ability to develop solutions for this new segment of the automotive industry. Our existing product portfolio is aligned with all the latest vehicle technologies and our divisions are developing exciting new solutions to address the future needs of our customers. Across our product portfolio, more than 98% of consolidated revenues are from products that are favourably positioned to capture growth from emerging trends. We believe this important shift in our industry is bringing great opportunities for Motherson. For more on this topic, please see the article 'Electrification' later in this report.

Our resilient results are due in part to the strong trust we have established with our customers around the world, who continue to offer us opportunities to grow and innovate. We also owe our success to the perseverance of our teams at every unit and in every o ice, who work diligently to support the OEMs with high-quality, durable products and expert service every step of the way. Our results fill us with pride and joy and strengthen our faith in our ability to achieve Vision 2025.

Motherson 2.0

Last year, we shared with you our reorganisation programme to bring all our activities together under one listed entity, Samvardhana Motherson International Limited (SAMIL, formerly MSSL). These plans have now been implemented and we are very excited to begin a new chapter in our growth story called 'Motherson 2.0' with two separate listed entities- Samvardhana Motherson International Limited (SAMIL) and Motherson Sumi Wiring India Limited (MSWIL) listed on the Indian stock exchanges, that will chart their own growth paths.

The structure provides a new platform for growth, both in automotive and non-automotive businesses. It has also created a more unified group and has increased the potential to unlock additional synergies across our business divisions. This better positions Motherson 2.0 to achieve Vision 2025. In addition, it answers the call of our longstanding partner Sumitomo Wiring Systems, Ltd. to focus on the wiring harness segment in the Indian market.

This year's theme – 'The best is yet to come'

In recognition of the opportunities that Motherson 2.0 brings, we have chosen 'The best is yet to come' as the theme of this annual report. We believe that the new structure will allow us to create even more value for all our stakeholders: our customers, employees, investors, partners and the communities that host our plants and offices. One such major opportunity is new energy vehicles: electrification is giving rise to entirely new modes of transportation, such as new types of delivery vehicles that require both, parts we already offer as well as innovative products and manufacturing solutions that we are well-positioned to deliver. In addition, our entry into new industries, based on existing competencies and customer relations, allows us to imagine and give shape to novel, value-creating solutions and long-term relationships in aerospace, medical technology, logistics and IT services.

In short, we believe the future is rife with opportunity for Motherson. We remain intensely focused on delighting our customers. We do this by meeting and exceeding their immediate needs as well as understanding their road maps towards innovation. By reading between the lines to understand potential future needs, we are also developing solutions that help them adapt to a changing world. In the end, it is not about us: it is about our customers; it is about meeting their needs, helping solve their problems and supporting their success. That is how we hope and believe Motherson can enjoy lasting success as an organisation that our children and grandchildren are also proud to be part of.

Thriving in an unpredictable world

Our belief in ourselves and the brightness of our future does not mean we are glossing over the challenges the world is presenting to us today. For example, chip shortages are still afecting numerous industries around the world, the automotive sector included. However, we do not expect this to be a long-term problem as chip makers and governments are working hard to scale up semiconductor production capacity. Though the shortages may remain with us for a good part of this year, we expect gradual improvments as the year progresses. Overall, although global growth in car sales may presently be slow due to current circumstances, production will eventually be ramped up to reduce backlog and meet pent-up demand.

In addition, we are currently witnessing the effect of geopolitical con3licts on the global economy and the COVID-19 pandemic is still wreaking havoc around the world. It is our mindset of 3lexibility and perseverance that allows us to evolve and remain resilient in the midst of such turbulence. It shines through in the ability of our teams to read the situation, adapt and respond in a way that best supports our customers and our employees.

Naturally, turbulence also creates opportunity. The current circumstances are taking a toll across our industry, which opens the door to new acquisitions. Our mergers and acquisitions teams are working very hard to evaluate the possibilities to determine if there is a good 3it. Our assessment has always been that inorganic growth can serve as an effective tool in achieving our Vision 2025 targets. This view has not changed. At the same time, we remain alert and level-headed so that we strike at an opportunity only when it fully satisfiies our criteria and promises to make us stronger for the long term, that is, beyond Vision 2025 as well.

Vaaman will discuss these and other key topics in more detail from p.10 onwards.

'Sustainability has become so important to us, that we have added it to our vision: To be a globally preferred sustainable solutions provider.'

Sustainability

Last year, we published our first sustainability report. Our overall objectives remain the same: to help preserve the planet, ensure well-being and opportunity for all and foster long-term growth in an ethical way. These three areas – Planet, People and Governance – form the foundation of our approach to sustainability and this report discusses our ambitions and progress in each area.

Motherson is proud to be part of the United Nations Global Compact (UNGC), which strengthens our longstanding commitment to environmental, social and economic sustainability built on the bedrock of corporate governance. By integrating the ten principles of the UNGC into our daily business practices, Motherson continues to contribute to building a sustainable and equitable world for all. Based on our efforts, we have been included in the 2021 Dow Jones Sustainability Emerging Markets Index. While we are aware that a lot more work remains to be done, we are grateful that our progress is being recognised.

Sustainability has become so important to us that we have decided to make two important changes. Firstly, we have added the word 'sustainable' to our vision: which is now 'To be a globally preferred sustainable solutions provider.' This is the 3irst time we have updated our vision since we formulated it in 1995. Secondly, instead of publishing a separate sustainability report, from this year onwards, we are sharing our progress on sustainability in our annual report. We will explain how we have updated our materiality framework over the past months.

We invite you to read the Sustainability section on p.28 for more details.

Closing thoughts

We are bolstered by togetherness and the strength of our relationships with our customers, partners, investors and local communities. We have built a strong foundation upon which we can 3lourish together in the years to come.

I want to express our gratefulness to our customers. Your faith in us means the world to us. To our investors, we thank you for your guidance and encouragement in implementing our reorganisation. To our collaborators, thank you for bringing us your energy and commitment to providing the best for our customers, no matter what.

To our employees and teams, your energy, talent and positivity ensure that Motherson always 'shines to win'. We would like to thank all local, state and national governments, concerned bodies and the banks and financial institutions in all countries where we operate for their collaboration. On behalf of SAMIL, thank you all.

   

Samvardhana Motherson International Ltd Company History

Samvardhana Motherson International Limited (Formerly known Motherson Sumi Systems Limited, hereinafter called, SAMIL or the Company) is a globally diversified manufacturer and a full system solutions provider to customers in automotive and other industries. The Company is one of the world's largest and fastest growing suppliers for Original Equipment Manufacturers (OEMs) in automotive industry. The Company is a full system solutions provider and has a diversified product portfolio which includes electrical distribution systems, fully assembled vehicle interior and exterior modules, automotive rear vision systems, molded plastic parts and assemblies, injection molding tools, molded and extruded rubber components, lighting systems, electronics, precision metals and modules, Industrial IT solutions and services and new innovative technologies such as telematics etc. The Group expanded presence to support customers in new segments including health and medical, aerospace and logistics. The diversified range of technologies and capabilities allows Motherson to support a wide spectrum of sectors, with automotive as the main industry served. Samvardhana Motherson International Limited 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 Composite Scheme of Amalgamation and Arrangement 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/ DWH Undertaking of the Company was demerged into Motherson Sumi Wiring India Limited (MSWIL/ the Resulting Company) effective from January 5, 2022 and erstwhile Samvardhana Motherson International Limited (SAMIL/ the Amalgamating Company) got merged with and into the Company (the Amalgamated Company/ Holding Company) with effect from January 21, 2022. Accordingly, the Equity Shareholders of the Company were issued and allotted 1 Equity Share of face value of Re. 1 each of MSWIL for every 1 Equity Share of face value of Re. 1 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 Equity Shares of the Company of Re. 1 each for every 10 Equity Shares of the Erstwhile SAMIL of Face Value of Rs. 10 each to the Shareholders of Erstwhile SAMIL. i.e., 51:10. During FY 2021-22, Jilin Huakai - PKC Wire Harness Co. Ltd. was incorporated on March 11, 2022 in China as an indirect subsidiary of the Company. 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 became indirect subsidiary of the Company. 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 Sirketi became indirect subsidiary of the Company. 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. became an indirect subsidiary of Company. Motherson Aerospace Division acquired 55% stake in CIM Tools Pvt Ltd (CIM) in October, 2021, which was completed in April 2022. During the financial year 2022-23, Company had allotted 225,88,07,122 Equity Shares of Face Value of Re. 1 each on account of issue of Bonus Shares on October 6, 2022 in the ratio of 1 Equity Share against 2 existing Equity Shares. i.e., 1:2.

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.

   

Samvardhana Motherson International Ltd Company Background

V C Sehgal
Incorporation Year1986
Registered OfficeUnit 705C Wing ONE BKC G Block,BandraKurla Complex Bandra (E)
Mumbai,Maharashtra-400051
Telephone91-22-61354800,Managing Director
Fax91-22-61354801
Company Secretary
AuditorS R Batliboi & Co LLP
Face Value1
Market Lot1
ListingBSE,MSEI ,NSE,Singapore,
RegistrarKFin Techologies Ltd
Karvy Selenium Tow-B,31&32 Financial Dist,Nanakramguda ,Hyderabad-500032

Samvardhana Motherson International Ltd Company Management

Director NameDirector DesignationYear
V C SehgalChairman & Non Executive Dir.2023
Norikatsu IshidaNon-Exec & Non-Independent Dir2023
Gautam MukherjeeIndependent Non Exe. Director2023
Naveen GanzuIndependent Non Exe. Director2023
Rekha SethiIndependent Non Exe. Director2023
Veli Matti RuotsalaIndependent Non Exe. Director2023
Robert JosephIndependent Non Exe. Director2023
Laksh Vaaman SehgalNon-Exec & Non-Independent Dir2023
Pankaj K MitalExecutive Director / WTD / Chi2023
Norikatsu IshidaDirector2023

Samvardhana Motherson International Ltd Listing Information

Listing Information
BSE_500
BSE_200
BSEDOLLEX
NIFTYJR
CNX500
BSEAUTO
BSEMID
CNX100
CNXAUTO
CNX200
NFT100EQWT
BSEALLCAP
GOODSSERVI
MID150
LMI250
MSL400
NFTYLM250
NFTY100ESG
NF500M5025

Samvardhana Motherson International Ltd Finished Product

Product NameUnit Installed
Capacity
Production
Quantity
Sales
Quantity
Sales
Value
Sales NA 0006503.4
Service Income NA 000182.1
Sale of Traded Goods NA 000128.7
Scrap sales NA 00025.5
Export incentive NA 00019.1
Other Operating revenue NA 0009.8
Liabilities written back totheNA 0003.6
Job Work Income NA 0001.6
Others-Traded NA 0000
Excise Duty NA 0000
Others NA 0000
Adjustment NA 0000
Plastic Components MT 0000
Plastic Components No 0000
Rubber Components MT 0000
Rubber Components No 0000
Moulds & Tools NA 0000
Wires Km 0000
High Tension Cords No 0000
Wiring Harnesses No 0000

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