strengthening foundation for growth - smil · strengthening foundation for growth annual report...

Samvardhana MothersonInternational Limited

StrengtheningFoundation ForGrowth

Annual Report 2016-2017

DisclaimerIn this Annual Report, we have disclosed forward-looking information to enable investors to comprehend our prospects and take informed investment decisions. This report and other statements – written and oral – that we periodically make contain forward-looking statements that set out anticipated results based on the management’s plans and assumptions. We have tried, wherever possible, to identify such statements by using words such as ‘anticipate’, ‘estimate’, ‘expects’, ‘projects’, ‘intends’, ‘plans’, ‘believes’, and words of similar substance in connection with any discussion of future performance. We cannot guarantee that these forward-looking state-ments will be realized, although we believe we have been prudent in our assumptions. The achievement of results is subject to risks, uncertainties and even inaccurate assumptions. Should known or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated or projected. Readers should bear this in mind. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

annual report 2016-2017 1

Corporate Information

Registered OfficeUnit 705, C Wing, ONE BKC,Bandra Kurla Complex, Bandra East,Mumbai-400051, Maharashtra, India Investor CellMs. Pooja Mehra(Company Secretary)E-mail: [email protected] Registrar and Share Transfer AgentLink Intime India Private Limited44, Community Centre 2nd Floor, Near PVRNaraina, Phase - I, Naraina Industrial Area New Delhi - 110028

Statutory AuditorsPrice Waterhouse Chartered Accountants LLPBuilding 8, Tower B7th & 8th FloorDLF Cyber CityGurgaon 122022Haryana, IndiaFirm Registration No. 012754N/N500016

Internal AuditorsProtiviti Advisory India Member Private Limited15th Floor, Tower A, DLF Building No. 5, DLF Phase III,DLF Cyber City, Gurgaon-122002, Haryana

Bankers Axis Bank Ltd.

Board of Directors

Mr. Vivek Chaand SehgalChairman

Mr. Laksh Vaaman SehgalDirector

Mr. Hiroshi MorimotoDirector

Mr. Hideo HatadaDirector

Mr. Ramesh DharDirector

Mr. Bimal DharDirector

Mr. Ashok TandonDirector and Chief Financial Officer

Mr. Vivek AvasthiDirector

Ms. Geeta SoniDirector

Ms. Nilu MehraDirector

Ms. Madhu BhaskarDirector

Mr. Dhruv MehraDirector

Mr. Yasuhiro KawamuraAlternate Director

1

samvardhana motherson international limited2 samvardhana motherson international limited2


Letter from the Chairman.

The focus has continued to be on building a strong foundation for the growth ahead, this includes building out strategic platforms, while establishing exciting new paths to achieve our targets.

Dear Shareholders,

This is the second year of our five-year plan. It has been a year with many rewarding moments and we made concrete progress in our journey of achieving Vision 2020. Samvardhana Motherson Group achieved a revenue of USD 9.1 billion during 2016-17. The focus has continued to be on building a strong foundation for the growth ahead, this includes building strategic platforms, while establishing exciting new paths to achieve our targets.The trend as witnessed in the global automotive industry has been positive for us. The production of passenger cars and commercial vehicles has increased by 6% in 2016- 17. There is moderate growth in automotive production in Europe, North

America and Asia excluding India as compared to last year.

We are now spread across 37 countries, operating with over 230 facilities – a strength for us to leverage on the opportunities that our customers provide us in any geography. The strong global engineering and manufacturing footprint enables the Group to capitalize on global growth opportunities while mitigating the impact of any regional demand fluctuations. All business verticals of Samvardhana Motherson International Limited (SMIL) have been thriving and doing well. These achievements of the Group are possible year on year because of the trust that its customers and stakeholders place on it. We have

always adhered to our foundation of strong values and guiding principles and will continue doing so.

This year saw a major acquisition of Finland’s PKC Group, which we announced earlier this year. This acquisition brings us closer to being a globally preferred solutions provider by attaining a leadership position in the wiring harness business for commercial vehicles globally. With PKC acquisition, the vertical now has presence in 23 countries.

Additionally, with this acquisition we are entering the rolling stock segment, which is a new customer segment for the Group. The acquisition also brings us closer to our 2020 Group revenue target of USD 26 billion. Also, PKC Group’s

samvardhana motherson international limited4

footprint strengthens our ability to achieve 3CX15 – our commitment to ensure no Component, Country or Customer contributes more than 15% of our revenues. This acquisition makes SMG a market leader in wiring harnesses for heavy duty commercial vehicles in the North American and European markets. It also expands our presence in Brazil and in China. We are confident that with this acquisition we will be able to bring more value to our customers and suppliers. We are very excited about the opportunities it offers.

The solid business results in FY 2016-17 were achieved by SMIL which added on to its success and stability. The consolidated sales for SMIL were up by 12% at INR 380,849 million and EBIDTA grew by 24%. The net profit grew to INR 8,070 million which shows 48% growth over last year.

FY 2016-17 has been very good for Motherson Sumi Systems Limited (MSSL) too, the flagship company of the Group. Consolidated sales ended at INR 419,842 million, a 15% increase from last year. Operating EBITDA grew 21% and PAT went up to 20%. Consolidated Return on Capital Employed (ROCE) improved to 28%. MSSL’s standalone ROCE stands at a solid 48%. We have declared new orders worth approximately EUR 12.9 billion for SMRPBV during FY

2016-17. We are honoured and very grateful for these, as they reflect the ongoing trust of the customers to whom we dedicate our daily work. In view of the growing demand for support from customers, we are creating new facilities to support their global requirements. Currently, 9 plants are at different stages of completion.

SMRPBV achieved sales of Euro 4,561 million having healthy growth of 14% in euro terms over previous year. The company has strong and long relationship with the top 15 global car makers in almost all the regions and segments of their presence and these collectively represented over 90% of the global automotive production in 2016. The company currently supplies products to over 600 vehicle programs. SMR marks a growth of 15% and SMP registered a growth of 16%.

The modules division of the Group is faring very well. Magneti Marelli Motherson Auto System Private Limited which manufactures lighting systems, integrated air intake manifold assemblies and pedal brake accelerator module has set-up a new facility in Bawal, Haryana for the automotive lighting range. Production has commenced and the unit is doing well. The company showed a growth of 51% in 2016-17. A full-fledged R&D and Validation Lab

has been established at Pune.Calsonic Kansei Motherson Auto Products Private Limited which specializes in climate control systems achieved a growth of 7% this year. Spheros Motherson Thermal System Ltd. and Motherson Bergstrom HVAC solutions Pvt. Ltd., our companies that deal with HVAC systems for buses, off-highway vehicles and trucks have shown stellar performance with a growth of 39% and 226% respectively this year.

The IT division of the Group too has performed very well with MothersonSumi INfotech & Designs Ltd. (MIND) registering a growth of 20%. MIND has also been included in India’s most significant economic reform currently underway - the GST implementation. MIND bid for, and was chosen to be one of the 34 GST Suvidha Providers (GSP) to partner with the Government assigned nodal agency for GST implementation, GSTN, for providing services and support to the millions establishments that need to now comply with GST. The Elastomer Division also showed a growth of 36% and is well on its track.

The Group has an exciting innovations pipeline, across its businesses. Motherson Innovations works on a broad spectrum of technologies including those for the car of the


annual report 2016-2017 55annual report 2016-2017

future. We will continue to evolve our products and services into intelligent systems and modules. We will continue to deliver innovations for the automotive industry as per the current and future customer requirements.

Our continued focus is on expanding the product portfolio and utilizing global capabilities in line with the vision of becoming a globally preferred solutions provider to our customers and creating value for all our customers and stakeholders. We believe that businesses which form effective relationships with all its stakeholders and partners will prosper in the longer term.

I take this opportunity to thank our customers for always reposing their trust in our ability to support them, to our collaborators for standing by us through the years and supporting us in our commitment to serve our customers better. I applaud the teams that work for our customers’ day in and day out, across levels, divisions, and geographies. They are the foundations of our past, present and future growth and our ability to support our customers with dedication, skill and perseverance.

I also want to express our gratitude to all our stakeholders for their continued faith and support. I would also like to thank

all the local, state and national governments, the concerned bodies, banks and financial institutions in all the countries in which we are present, for their unwavering support. On behalf of the entire SMIL team across the world, I thank you for accompanying us on the journey ahead.

V.C. SehgalChairmanSamvardhana Motherson International Limited.


VisionTo be a globallypreferred solutionsprovider

MissionEnsure customer delightInvolve employees as “partners” in progressEnhance shareholder valueSet new standards in good corporate citizenship

ValuesBe a lean, responsive and learning organisationContinuously improve to achieve world-class standards and total customer satisfactionProactively manage changeMaintain high standards of integrity and safetyEnsure a common culture and a common set of values throughout the organisationRecognise individuals’ contributionsDevelop stronger leadership skills, greater teamwork and a global perspectiveConstantly upgrade skill levels across the organisation through knowledge sharing programmes



With the 2016-17 annual report, we mark the second year of our 5 year plan. To achieve the targets, we are constantly strengthening our foundations and consolidating the gains, so that each year contributes significantly to Vision 2020. The Group with it’s over 230 facilities has an extensive global presence and brings value to all its customers and stakeholders through its product portfolio offering, services, innovation and technologies. All this is realised through the 1,00,000 employees spread globally, who play a

significantly important role in achieving the set targets. The initial years have been put to build a strong foundation that will support the focused approach of our employees to achieve their goals. The group is also moving forward and expanding capacities and setting up new Greeenfield and Brownfield plants to enable it to be future-ready to serve the requirements of customers, both present and expected.This annual report gives a glimpse of our different business verticals of the Group. Together they will play an important role in achieving: Vision 2020.

Strengthening Foundations for Growth

7annual report 2015-2016

Samvardhana Motherson International Ltd. (SMIL) is the principal company of Samvardhana Motherson Group (SMG). The main role of SMIL is to explore new business areas that are in synergy with the Group business portfolio and explore opportunities to form joint ventures for the Group with partners who are leaders in their field. The company aims at building lasting global bonds through new alliances.

SMIL has investments in the Group companies including the flagship company of the Group, Motherson Sumi Systems Limited (MSSL). The company holds 34.81 % of equity share capital of Motherson Sumi Systems Ltd. (MSSL).

SMIL provides support, strategy and management to all the groupcompanies in SMG. It is instrumental in building synergies within the Group. The company has developed the ability to source from within the Group which has become an important factor for cost cutting, reliability, quality maintenance and timeliness. Strong vertical and horizontal integration has been the cornerstone for the evolution and growth of the Group. While focusing on integration of different capabilities, it also concentrates on driving the shared services of the Group such as the IT systems that forms the backbone for the information management procurement and back office service’s. SMIL thus, acts as a core to the Group that binds and manages its various ventures.

SMIL will continue to be the main vehicle to take the Group forward. It provides direction to the entire Group, drives growth, and creates value for all its stakeholders. SMIL’s growth is a combination of organic growth and acquisitions.

The Group has undertaken 19

acquisitions so far, all of which were in line with the strategic goals of the Group.

SMIL has multiple businesses with manufacturing and design capabilities to cater to customer requirements.SMIL’s diversified product portfolio encompasses the entire range of Samvardhana Motherson Group products.

The business portfolio includes wiring harnesses, rear view mirrors, moulded plastic parts, injection moulding tools, assemblies and modules, vacuum formed products, elastomer products, cutting tools, thin film coating metals, sintered metal parts, aluminium die casted components, IT services, cabins for off-highway vehicles, HVAC/ air conditioning systems for automobiles, lighting systems, air intake manifolds, air compressors, paint coating equipment, auxiliary equipment for injection moulding machines and automotive manufacturing engineering services.

It undertakes the provision of design and manufacturing solutions, mainly

to the automotive industry, through subsidiaries and joint ventures with global technological leaders in the relevant fields. Today, the Group has 24 joint venture partners.

SMIL’s extensive JV portfolio is a key contributor in the Group being positioned as a full system solutionsprovider to a wide range of industries.

SMIL has customers spread across multiple geographies. The company provides integrated full system solutions to its customers in all its product categories. The depth of backward integration coupled with its diversified product portfolio, provides SMIL with significant quality control and cost control advantages, lesser reliance on third party sources and shorter delivery and development lead time.




Shareholding Structure

6.5% 3.2% 90.3%2.95%

34.81%

49%

51%

51%

31%

69%

49%

25.34%36.9%

Motherson Advanced Tooling Solutions Ltd.

AES (India) Engineering Ltd.

MothersonSumi INfotech &Designs Ltd.

MSID US Inc.

Motherson Auto Engineering Sevice Ltd.

Samvardhana MothersonVirtual Analysis Ltd.

MIND GmbH

MIND SG Pte Ltd.

MIND KK

Matsui Technologies India Ltd.

Motherson Sintermetal Technology Ltd.

Motherson Auto Solutions Ltd.

Anest Iwata Motherson Coating Equipment Pvt. Ltd.

Anest Iwata Motherson Pvt. Ltd.

Motherson Machinery And Automations Ltd.

Motherson Techno Tools Mideast FZE

Saks Ancillaries Ltd. Motherson Bergstrom HVAC Solution Pvt. Ltd.

CTM India Ltd.

Fritzmeier Motherson Cabin Engineering Pvt. Ltd.

Motherson Molds AndDiecasting Ltd.

Motherson InvenzenXLab Private Limited

Motherson Techno Tools Ltd.

Motherson Sintermetal Technology B.V.

Samvardhana Motherson Finance Services Cyprus Limited

Samvardhana Motherson Auto Component Private Limited

Samvardhana Motherson Holding (M) Private Limited

Samvardhana Motherson Auto Systems Private Limited

Samvardhana Motherson Refrigeration Product Ltd.

Motherson Consultancies Service Ltd.

Magneti Marelli Motherson Auto System Pvt. Ltd.

Magneti Marelli Motherson Shock Absorbers India Pvt. Ltd.

Motherson Sintermetal Products S.A

Nissin Advanced Coating Indo. Co. Pvt. Ltd.

Magneti Marelli Motherson India Holding B.V.

Spheros Motherson Thermal System Ltd.

Tiger Connect Travel Systems And Solutions Ltd.

Subsidiaries Joint Ventures/ Associates Motherson SumiSystems Ltd.

Samvardhana Motherson Global

Holding Ltd. (SMGHL), (Cyprus)

SMRP BV

Other Jv’s & Subsidiaries

Samvardhana Motherson

Polymers Ltd. (SMPL) (India)

Samvardhana Motherson International Limited (SMIL)

EmployeesSojitz Corporation

Sumitomo Wiring

Systems (SWS)

Public & Other

Sehgal Family

Indirect Holding



Group business portfolio.


01 Wiring harnessesThe Group makes wiring harnesses primarily for the automotive industry, catering to diverse vehicle segments. It is one of the most vertically integrated verticals. It also offers solutions for commercial and off-road vehicles, rolling stock and other industrial applications such as specialised medical equipment globally.

02 Rear view mirrorsThe Group is among the world’s major producers of rear view vision systems for the automotive industry, and supplies interior mirrors, exterior mirrors and camera-based detection systems to almost all major OEMs.

03 Polymers and modulesPolymer modules & components include some of the most integrated solutions supplied to the customers. The Group is a Tier One supplier of interior and exterior modules and polymer parts to the automotive industry worldwide.

04 ElastomersThe Group supplies a wide range of elastomer based solutions and products to a spectrum of industries, including automotive, medical, home appliances, and for general industrial applications.


05 Metal working The metal working group offers cutting tools, gear cutting tools, precision metal-machined components and products such as sintered metal parts, aluminium die casted products, and thin film coating services to a wide spectrum of customers.

06 IT services This division provides critical support to all other businesses of the Group, by serving their IT needs and supporting product development, validation, prototyping, CAE services, tool design, etc. Apart from this, it serves the global customer base outside the Group as well.

07 Manufacturing supportThe Group facilitates its customers’ manufacturing related needs by offering a wide range of products and services such as air compressors, paint coating equipment, auxiliary equipment for injection moulding machines, and automotive manufacturing engineering services.

Proud to be part of the

Samvardhana Motherson

Group.


Major Group Holding Companies

Samvardhana Motherson Automotive Systems Group BV (SMRPBV) is a joint venture between Samvardhana Motherson International Limited (SMIL), and Motherson Sumi Systems Limited (MSSL) through their subsidiaries.

SMRPBV operations include supplies to global automotive industry as a Tier 1 supplier through its subsidiaries Samvardhana Motherson Reflectec (SMR) and Samvardhana Motherson Peguform (SMP). SMRPBV has long-term relationships with top global OEMs.

SMRPBV is present in each major global automotive production region, with 48

production facilities spread across 18 countries as of March 31, 2017.

The SMRBV’s strategy is to retain and strengthen technological leadership through continued focus on R&D and innovation. It would also continue its global expansion through selected investments backed by new orders. The company aims to increase customer penetration and diversification by further driving efficiency and continues to work towards improved cost savings and cash generation.

SAMVARDHANA MOTHERSON AUTOMOTIVE SYSTEMS GROUP B.V. (SMRP BV)

The flagship company of Samvardhana Motherson Group, Motherson Sumi Systems Limited (MSSL) is a joint venture between Samvardhana Motherson International Limited (SMIL) and Sumitomo Wiring Systems, Ltd., Japan (SWS). A collaboration with Tokai Electric Co. (now SWS) in 1983 led to the incorporation of MSSL in 1986, primarily as a wiring harness manufacturer. The company has evolved into a full system solutions provider and caters to a diverse range of customers across Asia, Europe, Americas, Australia and Africa.

The product portfolio of MSSL includes wiring harness, rear view mirrors, polymer modules

& components, elastomer products and precision metal machined products.MSSL has numerous joint ventures and these joint ventures have witnessed significant investments in state-of-the art technologies and infrastructure over the years. MSSL has its manufacturing presence across Asia, Europe, North America, South America, Australia and Africa. In 1993, MSSL was listed on the stock exchanges in India.

Over the last over 3 decades, MSSL has successfully added value and created wealth for its shareholders, with endeavour to give good returns against the investments and valuing the trust they have placed in it.



01 Wiring Harness

The wiring harness division (WHD) of SMIL is managed through a number of subsidiaries and joint ventures of its flagship company, Motherson Sumi Systems Limited (MSSL). The company is a full service system supplier to the automotive industry with complete in-house design and development capability.MSSL, is known for world-class products in wires, cables, wiring systems, connectors, terminals and other wiring harness components. It provides innovative solutions to its customers globally for passenger cars, trucks, buses, motorcycles, scooters, agricultural & farm equipment, construction equipment and other electrical equipment. MSSL WHD manufactures wiring harnesses for the entire cross- section of the automotive industry – from passenger cars to commercial vehicles, motorcycles and three-wheelers, multi-utility vehicles, farm and material-handling equipment and off-highway vehicles.

Global Wiring harness footprint: Brazil, Canada, China, Estonia, Finland, Germany, Hong Kong, India, Ireland, Italy, Japan,

Lithuania, Mexico, Poland, Russia, Serbia, Singapore, South Korea, Sri Lanka, Thailand, UAE, UK and USA

Latest Acquisition

PKC Group

This year MSSL took over the Finland based wiring harness specialist PKC Group Plc. PKC designs, manufactures and integrates electrical distribution systems, electronics and related architecture components to the main global manufacturers of commercial vehicle and specialty products. The company also designs and manufactures electrical cabinets and power packs for leading rolling stock manufacturers.

PKC provides industry-leading expertise and full-service design capabilities to its custo-mers. The company delivers tailored and cost efficient solutions for a variety of customer needs.


02 Rear View Mirrors

Samvardhana Motherson Reflectec (SMR) is a leading global Tier 1 supplier of rearview mirrors to the automotive industry.

SMR develops and produces exterior & interior mirrors for passenger cars, commercial vehicles and heavy trucks and is an expert in camera based sensing system in the automotive industry. SMR’s global customer base includes all major car makers in North America, South America, Europe, Asia and Australia.

As a rearview mirror specialist SMR develops solutions for all categories of mirror applications, from basic manually adjusted to electric control and high-value rear view vision systems with multiple integrated features.

The company has manufacturing facilities spread across 14 countries (Australia, Brazil, China, France, Hungary, India, Mexico, South Korea, Spain, Thailand, United Kingdom, USA, Japan and Germany).

Samvardhana Motherson Reflectec

Samvardhana Motherson Reflectec


03 Polymer Processing

The polymer vertical of SMIL specialises in developing and manufacturing a wide range of plastic products and integrated modules for both vehicle exteriors as well as interiors. Through this vertical, SMIL has attained the status of a global Tier 1 supplier to all the leading automobile OEMs for polymer components and modules.

The range of polymer products include plastic components and modules for vehicle interiors, such as cockpit modules, door trim modules, centre consoles and pillar trims, as well as vehicle exteriors, such as bumper modules and front end modules. This division also produces high precision components and aesthetic and assembled parts.

SMIL offers tailored solutions for manufacturing plastic parts as per the diverse requirements of the customers. The polymer vertical companies of SMIL also manufacture resin moulded parts like interior trims, cowl grilles, engine covers etc. It also has special facilities for manufacturing thermos (vacuum) formed polyethylene components a blow moulded components like wheel arch flares, inner fender liners, shrouds, consoles, under covers etc. These companies also specialise in thermoplastic compounding. The product range includes polymer compounding in polyolefin and styrene.

SMIL produces products for multiple market segments, providing solutions such as cost optimised moulding technologies, high quality leather surfaces, real stitching in

polymer surfaces, soft painted and metalised surfaces. The expertise in multiple polymer processing technologies gives SMIL the optimal foundation to develop numerous innovative solutions to substitute metal with lighter, cost effective and environment friendly polymer for the automotive industry.

Polymer processing operations cover a wide range of polymer processing technologies. It requires an amalgamation of different technologies, which SMIL provides through its various joint ventures and collaborations with global leaders in this field. The facilities include over 1500 state-of-the-art injection moulding machines ranging from 5 tons to 4500 tons to manufacture high precision components and high aesthetic parts. The moulding operations are augmented by comprehensive post moulding processes, thus providing a single source solution to diverse polymer processing requirements of the customers. It enables SMIL to provide Full System Solutions in the form of highly integrated modules.

SMIL also has capabilities in mould design and has tool rooms that specialize in high precision multi- cavity injection moulding tools. Such capabilities are a key to its ability to provide full system solutions. SMIL has the complete range of services from tool design to tool manufacturing and injection moulding under one roof that makes it a total tooling solutions provider.



Samvardhana Motherson Peguform (SMP)

Motherson Automotive Technologies & Engineering (MATE)

Samvardhana Motherson Peguform (SMP) was created through the acquisition of former Peguform Group jointly by SMIL and MSSL in 2011.

SMP is an established global Tier 1 manufacturer of polymer-based modules specialising in high quality interior and exterior products for the automotive industry. With focus on the development of highly attractive and multifunctional interiors, SMP is an international partner for high quality instrument panels and interior door panels.

SMP is one of the largest manufacturers of bumpers, rocker panels, instrument panels, interior door panels and other related products for the European automotive industry. With numerous patented technologies and industry- first innovations in all product lines, it is one of the most preferred suppliers for car makers in Europe as well as to their facilities in China, Brazil and Mexico. The company is headquartered in Germany, with a global presence.

Motherson Automotive Technologies & Engineering (MATE) is the polymer division of Motherson Sumi Systems Limited (MSSL). MATE specialises in blow moulding, injection moulding, low pressure injection moulding (LPI), 2k moulding and compression moulding processes. MATE manufactures a wide range of plastic components for the automotive industry, medical Industry, white goods and electronics. Moulding facilities are supported by robotic trimming operations, fabric upholstery, state-of-the-art robotic painting, product decoration, assembly operations & secondary operations such as ultrasonic welding, vibration welding, hot plate welding, heat staking and hot foil stamping.

The product range includes modules like IP assemblies (dashboards), consoles, door trim assembly, bumpers (front and rear), air cleaner assembly, air louver assembly etc; Injection moulded components which includes door trim modules, pillar trims and covers, luggage space trims, instrument panel parts, grip and grab handles, louvers, garnishes, outside handles, inside handles, grip assists, body ornaments, bumpers, grilles/cowls, wheel arch liners, roof rails, 2-wheeler fuel tanks, parts and assemblies for white goods & electronic appliances and blow moulded components, which includes HVAC ducts, bottles, reservoirs, resonators, radiator overflow bottles, arm rests, bellows and spoilers.



04 ModulesSMIL is present across various levels of the automotive component value chain, providing products and services that range from product design and prototyping to tool manufacturing, assembly and the production of integrated modules. The company provides an extensive range of higher level assemblies, modules and integrated systems for a range of applications in automotive and other industries. The Group has a focused approach towards developing modules and systems to provide integrated solutions to its customers. SMIL develops and manufactures these modules to cater to the varied and diversified requirements of its customers.

Specialised ventures for systems and modules are in the area of:• Cabins for off-highway vehicles• Lighting systems, air intake manifolds & pedal brake

assemblies & shock absorbers• HVAC systems for passenger vehicle• HVAC systems for commercial vehicle• Bus AC & roof hatches• Environment management systems

For all these products SMIL has collaborated with technology leaders in respective fields. SMIL depends on its joint venture partners to gain access to technological innovations in the respective product categories. The company continuously introduces new technologies and solutions to serve customers in diverse industry segments. The joint venture partners for this vertical are spread across USA, Japan, Australia, Germany and Italy. The total manufacturing facilities for modules are spread across India.



Fritzmeier Motherson Cabin Engineering Pvt. Ltd. (FMCEL) is a joint venture between SamvardhanaMotherson International Limited (SMIL), India and Fritzmeier Group, Germany. FMCEL specializes in producing operator cabins for off-highway machines like heavy duty dump-trucks, excavators, dozers, back hoe loaders, wheel loaders and agricultural tractor cabins.

FMCEL provides total solutions to customers right from concept - design to fully loaded cab, ready to drop on to the machine. Steel & aluminium special profiles used are unique about FMCEL cabin manufacturing technology. Apart from cabin manufacturing, FMCEL also supplies lite-fabrication parts used in construction equipment business in India & SAARC region.

Fritzmeier Motherson Cabin Engineering Pvt. Ltd. (FMCEL)

Magneti Marelli Motherson Shock Absorbers India Pvt Ltd. (MMSA) is a joint venture between Samvardhana Motherson International Ltd. (SMIL), India and Magneti Marelli Spa, Italy. The product range of the company includes strut & strut assembly, shock absorber, gas spring and steering damper.

The company has technological solutions like the full displacement valve, the frequency dependent dual stage and the digressive curve valving, aimed at reaching high level performances in terms of comfort and NVH (Noise, Vibration and Harshness).

Magneti Marelli Motherson Shock Absorbers India Pvt. Ltd. (MMSA)

Magneti Marelli Motherson Auto System Ltd. (MMM) is a joint venture between Samvardhana Motherson International Limited (SMIL), India and Magneti Marelli, Italy, which is a leading company in designing and production of systems and components for the automotive sector. The manufacturing units of MMM are located in Pune, Bawal, Sanand and Manesar in India.

The product range of the company includes automotive lighting products, integrated plastic air intake manifold assembly & pedal brake accelerator module. The company has in-house design capability for these products along with the manufacturing capabilities, including plastic injection moulding, surface coating, metalising, welding, testing & assembly, in house photometry lab etc.

Magneti Marelli Motherson Auto System Pvt. Ltd. (MMM)



Motherson Bergstrom HVAC Solutions Pvt. Ltd. (MBSL) is joint venture between Samvardhana Motherson International Limited (SMIL), India and Bergstrom, Inc., USA. The company provides services including manufacturing, assembling, marketing and selling of complete HVAC Systems and components for off highway and commercial vehicles.

Key segments served include agricultural and construction sectors, medium and heavy duty trucks, as well as other specialised heavy-duty vehicles and mining equipment in India and the countries included in SAARC. MBSL has its manufacturing unit in Noida, India.

Calsonic Kansei Motherson Auto Products Pvt. Ltd. (CKM) is a joint venture between Motherson Sumi Systems Limited (MSSL) and Calsonic Kansei Corporation, Japan. CKM has plants in Manesar, Bawal & Chennai in India. The product range of CKM includes HVAC systems, AC compressor, auto & manual control for HVAC, ECM (Radiator with engine cooling fan), evaporators, condensers, charged air coolers, degassing tank, exhaust system (from hot end to cold end), BCM (Body Control Module), ACU (Airbag Control Unit), instrument cluster, CPM (Cockpit Module) and FEM (Front End Module).

Spheros Motherson Thermal System Ltd. (SMTL) is a joint venture between Samvardhana Motherson International Limited (SMIL), India and Spheros GmbH, Germany one of the world’s leading manufacturers of air conditioners, heaters and roof hatches for buses. It partners with all the prominent bus manufacturers in design & development of innovative temperature control systems.

SMTL manufactures HVAC systems for commercial vehicles, cabin air conditioning, heating systems, ventilation for buses, emergency exit hatches, special purpose hatches and exhaust fans and engine pre-heaters and also undertakes sales & service of Spheros products in the SAARC region. SMTL has its manufacturing facility in Noida, India.

ModulesCalsonic Kansei Motherson Auto Products Pvt. Ltd. (CKM)

Motherson Bergstrom HVAC Solutions Pvt. Ltd. (MBSL)

Spheros Motherson Thermal System Ltd. (SMTL)

Global Environment Management (GEM)

Global Environment Management (GEM) is a joint venture between Motherson Sumi Systems Limited (MSSL), India and Ecompost, Australia. With its unique patented aeration technology the Aerobin composting bin offers passive, environment friendly and superior performance as a consequence of the patented features that are unique to the Aerobin. It is the first environment product that GEM has launched into the market, keeping an eye on consumer market of retail & web sales. The Aerobin is available in the UK, Finland, Greece, Canada, Ecuador, Japan and Australia.



Motherson Automotive Elastomers Technology (MAE) is a division of Motherson Sumi Systems Limited (MSSL). Manufacuring units of MAE are located in Chennai & Noida in India.

MAE specialises in manufacturing and supply of injection moulded rubber, rubber to metal bonded and rubber to plastic moulded components for automotive and various other sectors. Manufacturing process is well supported with in-house automatic compounding line to produce various types of compounds as per customer specifications. Product range includes door grommets, buffers, spring pads, drain/moulded hoses, moulded tubes, metal to rubber bonded parts, static parts, plastic to rubber bonded parts, mountings, o-rings & gaskets, dampers and sealing rings along with TPE/ Plastic components.

Motherson Elastomer Pty Ltd. (MEPL) is a subsidiary of Motherson Sumi Systems Limited (MSSL), located in Australia.

MEPL has one of the largest non-tyre related rubber mixing plants in Australia, having extensive technical capabilities in formulation and development of rubber compounds with over 1900 formulae to cover a wide range of applications. The company specialises in moulded and extruded rubber products for supporting automotive, rail, industrial and construction market applications.The product range of MEPL includes Silentbloc® anti-vibration solutions consisting of stud mounts, light duty pedestal mounts, medium deflection frustacon, high deflection frustex, heavy duty pedestal mounts, low deflection medium duty mounts, shear compression mounts, machine level mounts, flange mounts, vibration control pads, suspension isolators, flexible bearings, link assemblies, flexible couplings and rail products.

MEPL has rubber mixing capability to produce both natural and synthetic rubber compound, uncured gear pumped extrusion and sidewall veneer.

The EPDM extrusions facilities have Ballotini Line with wire reinforced carrier and Microwave Line with automatic taping capability, supported by coating process with component identification printing.Extruded sealing system components produced consist of primary and secondary door seals with automatic taping and clipping capability, hood and tailgate sealing, glass run seals with slip coat and UV protection.

Motherson Automotive Elastomers Technology

Motherson Elastomer Pty Ltd.

05 Elastomer ProcessingSMIL provides a wide range of solutions in elastomer processing ranging from rubber compounding to injection moulded rubber parts, bonded parts and extruded rubber components for a spectrum of industries including automotive, medical, home appliances and general industrial applications. The facilities are spread over India and Australia. Rubber injection moulding product range includes grommets, boots, bellows, gaskets, seals, water strike back valves, damper rings, nozzles, rubber to plastic & rubber to metal products etc.,for automotive & industrial applications.

Compression moulded rubber components & extruded rubber product range includes extruded rubber components, weather strips, glass runs, boot & hood seals, tank straps, rubber flares, bonded components, suspension bushes, engine & transmission mounts, bump stops, large engine gaskets, auto suspension components, moulded rubber brake components for automotive, non-automotive & industrial applications.


Motherson Bergstrom HVAC Solutions Pvt. Ltd. (MBSL)


06 Metal WorkingSMIL has expertise in providing complete solutions in metal working, right from manufacturing and marketing a wide range of standard and customized cutting tools to machining of high precision metal components. The Group also provides advanced thin film coating services.

By acquiring technologies from global technology leaders and coupling them with in-house design and development expertise, SMIL is capable of providing highly customised cutting solutions. By expanding its range in the metal machining services, SMIL has become an integrated solutions provider in metal cutting.

SMIL is expanding its metal working vertical, to provide a wide range of cutting tools, broaches

and hobs, precision metal machining and thin film coating to these customers. SMIL undertakes metal working and the manufacture of various forms of cutting tools, including Cubic Boron Nitride (CNC) and Polycrystalline Diamond (PD) cutting tools and drills, high precision machined metal components and assemblies, heat-sinks and sub-assemblies, manufacturing and re-sharpening of broaches, high speed steel gear cutting tools and advanced thin film coating services.

The various ventures in metal working include:• Cutting Tools• Gear Cutting Tools• Sintered Metal Parts• Precision Machined Parts• Thin Film Coating Metals



Motherson Techno Tools Ltd. is a joint venture between Samvardhana Motherson International Limited (SMIL), India and Sumitomo Electric Hardmetal Corp, Japan. The company manufactures performance cutting tools like coated carbide inserts & drills, coated CBN inserts,. PCD inserts, tools & reamers.

Motherson Techno Tools has state-of-an-art manufacturing facility in Noida, that houses complete manufacturing of coated CBN and PCD cutting tools along with PVD coated inserts, solid carbide drills, drill heads, milling cutters and special soft tools.

The company specialises in “Delivering Solutions” to its customers through its team of trained sales engineers located close to customers, all across India and Mid-East (MENA Area).

Motherson Techno Tools Ltd. represents Sumitomo Electric Hardmetal Corp. for metal cutting tools; Big Daishowa Seiki Co. for precision holding tools and accessories and Heule Werkzeug AG for back and front hole processing tools.

Motherson Techno Tools Ltd.

Motherson Sintermetal Technology Ltd. (MSTL) is a joint venture between Samvardhana Motherson International Ltd. (SMIL) and Sintermetal with manufacturing facilities at Rippollet, near Barcelona, Spain and a facility in Puducherry, India.

It produces powder-metal sintered parts for the automotive industry. The company has a well-established clientele in Europe with supplies to many OEMs and Tier 1 manufacturers. The product range of the company includes shock absorber components, power train parts, oil & water pump components and structural parts.

Motherson Sintermetal Technology Ltd. (MSTL)

Motherson Advanced Tooling Solutions Limited (MATS) is a part of the metal division of Samvardhana Motherson International Limited (SMIL).

MATS was incorporated by acquiring the broaches & gear cutting tool business from ‘Dagger Forst Tools Limited’. Presently, MATS has two manufacturing sites equipped with manufacturing and testing facilities including in-house Heat Treatment facility. All plants are ISO 9001:2000 certified.

MATS is one of the market leaders in India with customers in South Africa, South East Asia and Australia. The current product range includes broaches, hobs, shaving cutters, shaper cutters, master gears, milling cutters, slitting saws and spline gauges. MATS also manufactures broach resharpening machines.

Motherson Advanced Tooling Solutions Limited (MATS)

Nissin Advanced Coating Indo Co. Pvt. Ltd. (NACIL) is a joint venture between Samvardhana Motherson International Limited (SMIL) and Nissin Electric Co. Ltd., Japan.

The company is located in Noida, India. NACIL provides advanced thin film coating services for tools, dies & parts. Types of coatings offered include TIN, TiCN, TiAlN, CrN, DLC etc. Application areas vary from cutting tools, moulds, automobile parts, machine parts, resin moulds, water parts etc.

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



Motherson Innovative Engineering Solutions (MINES) is the metal division of Motherson Sumi Systems Limited (MSSL) and is located in Bengaluru, India.

MINES undertakes contract manufacturing of high precision machined metal components and assemblies. It manufactures products for a wide range of applications including computers, test & measuring equipment, scientific equipment, machinery parts, valve body parts, hydraulic cylinder parts, drive motion parts, cooling system, heat sinks and other precision applications.

Motherson Innovative Engineering Solutions (MINES)

Samvardhana Motherson Auto Component (SMAC) is a subsidiary of SMIL, located in Manesar, India.

The company specialises in aluminium die casting and machining under technical assistance from Reterra Inc, Japan. The company has state-of-the-art equipment with in house inspection, testing and heat treatment facilities. The company manufactures parts for 2 wheelers and 4 wheelers. The product range consists of engine parts including chain case, water pump, oil cooler cover, oil filter adapter; powertrain parts like oil pump cover, electronic controlled coupling, rear differential; high strength parts like engine mount, bracket, torque rod, brake parts and compressor housing.

Motherson Orca Precision Technology GmbH (MOPT), located in Donaueschingen, Germany, is a joint venture held through Motherson Sumi Systems Ltd. (MSSL), India and ORCA Cutting Group. The company specialises in metal turning & plastic-metal combined parts.

The product range of MOPT includes high precision turned parts for fuel pumps, fuel injection systems, emission controls, break systems and pressure sensors, as well as different kinds of assemblies and individual steps like grinding, turning, rounding, milling and coating.

Samvardhana Motherson Auto Component Pvt. Ltd. (SMAC)

Motherson Orca Precision Technology GmbH (MOPT)

Motherson Machinery and Automations Limited (MMAL) is a subsidiary of SMIL, located in Noida, India. The company is an industrial trading company with focus on machine tools, hydraulics and metrology products.

The product range includes: Machine Tools (Gear Manufacturing Machines; Swiss Turn Lathes; Grinding Machines: Surface Grinding, Double Disc Grinding, Centreless Grinding; Die & Mould Machines: EDM, WEDM, EDM Drill, Profile Grinding, Deep Hole Drilling Machines), Hydraulics (Index Motors, Obmark Motors, Magnetic Separators, Lubrication Pumps, Transfer Pumps, Coolant Pumps), Tooling Fixtures, Metrology (Gear Measuring Systems, In-line production Inspection System, Scanning & Digitising System, Blade Inspection Systems, Standalone High-Speed Inspection CMM)

Motherson Machinery and Automations Ltd. (MMAL)

Samvardhana Motherson Auto Component Pvt Ltd.



07 IT, Software & TechnologySMIL provides IT services to companies globally, which help clients sustain & future proof their operations while also empowering them to solve complex business challenges. This vertical was established as a joint venture between SMIL and Sumitomo Wiring Systems (SWS), Japan.

With Automotive DNA inherited from SMG (Samvardhana Motherson Group), SMIL has in-depth capabilities and methodologies for delivering comprehensive and powerful solutions across the manufacturing & supply chain

spectrum of small to large scale enterprises while also maintaining focus to address needs of other verticals.

SMIL’s technology competencies span across IT Infrastructure, ADM, ERP Consulting & Implementation, Shared Services, IOT & Automation, Business Analytics, as well as solutions based on Advanced Technologies. The vertical’s continuous focus on Innovation also pushes it to understand ongoing industry transformations and discover newer possibilities for creating industry benchmark solutions.

MothersonSumi INfotech & Designs Ltd. (MIND)

MIND is an ISO 9001, ISO 27001 Certified, CMMI Level 5 IT Services Company. With its headquarters in NOIDA (India) and offices in 4 other countries, MIND caters to diversified technology needs of customers across 37 global locations.

Today, MIND’s workforce of 1200+ professionals creates solutions focusing on seamless enterprise collaboration, digital workflow management, information mobility, end-to-end traceability, ERP consulting & implementation, enterprise data warehousing & analytics, machine integration, IOT & automation besides consistently gaining expertise to incorporate advanced, upcoming technologies in these solutions.

The team offers competencies to address varying technology needs of several industry verticals including Automotive, Manufacturing, Pharmaceuticals, FMCG, Government, Education and more.

MIND also boasts of industry partnerships with leading

technology companies such as Microsoft, Oracle, Infosim, HP, Dell etc. to leverage industry standard platforms for delivering best-in-class solutions that are designed to meet each client’s unique business needs. The company houses a state-of-the art, secure Tier 3 compliant data center at its NOIDA campus that facilitates safe hosting of applications for several global enterprise clients and also provides long term data retention capabilities taking into account industry best practices for business continuity planning.

As a qualified GST Suvidha Provider (GSP), MIND is authorised to communicate with the central GSTN server and provide GST return e-filing services to businesses pan-India.

With a strong belief in DIGITAL and commitment to deliver lasting business value through technology, MIND has consistently focused on becoming a strategic technology partner and a globally preferred solutions provider for customers worldwide.



08 Manufacturing SupportSMIL has a philosophy of serving its customers with value added products and services and providing a higher level of support to other Group companies that goes beyond components and modules.

The company also provides products and services that directly support manufacturing operations of its customers. These products and services are provided by the Group through its various joint ventures with leaders in their respective fields. This vertical enables the Group to provide end-to-end solutions and be involved with the customers at various stages of

manufacturing of their final product.

SMG manufactures several products that support manufacturing functions in the automotive and other industries. These include:• Paint Coating Equipment• Air Compressors• Automotive Manufacturing Engineering Services• Auxiliary Equipment for Injection Moulding Machines



Matsui Technologies India Ltd. (MTIL) is a joint venture between Samvardhana Motherson International Limited (SMIL), India and Matsui Manufacturing Company Ltd., Japan. MTIL operations are based in India at Noida.

Matsui Technologies India is undertaking marketing, installation and servicing of Matsui products in India, SAARC region and Middle East. The product range includes mould temperature controller, granulator, dehumidifying dryer, jet loader, hopper dryer, chiller, blender, cooling towers etc.

Anest Iwata Motherson Coating Equipment Private Limited (AIMC) is a joint venture between Samvardhana Motherson International Limited (SMIL), India and Anest Iwata Corp., Japan. AIMC is based in Noida, India.

The product range for India includes the Anest Iwata inventions - low volume low pressure (LVLP) spray guns & high technology paint feed diaphragm pumps along with paint solvent based guns (manual & auto), water based guns, diaphragm pumps, paint tanks, paint circulation systems, pressure tanks, hoses, connectors, paint pressure regulator, paint kitchen and SUS tubing etc. Product speciality is compact, lightweight, medium and low air pressure operating manual & automatic spray guns, equipment & systems that help in both general and niche applications.

Anest Iwata Motherson Limited (AIM) is a joint venture between Samvardhana Motherson InternationalLimited (SMIL), India and Anest Iwata Corp., Japan, a world leader in industrial air compressors and paint coating systems. AIM is based in Noida, India.

AIM manufactures and sells Anest Iwata brand air compressors for varied range of applications in industrial, automotive, medical and institutional segments in India and SAARC countries. AIM also manufactures customised air compressors to specific customer requirements. It is also marketing in India the world’s first oil free type scroll air compressor from Anest Iwata. AIM has an extensive sales, spares and service network all over India with dealers/ distributors and service centres in all major cities in India.

Matsui Technologies India Ltd. (MTIL)

Anest Iwata Motherson Pvt. Ltd. (AIM)

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

AES (India) Engineering Ltd. is a joint venture between Samvardhana Motherson International Limited (SMIL), India and Automotive Engineering Services Co. Ltd., Japan (AES).

The company provides services including manufacturing engineering, consultation, project management and turnkey supplies to the automotive industry. The areas of shop coverage for AES includes press/dies, body paint and assembly shop in vehicle assembly plant, engine/transmission machining and assembly line in power train manufacturing plant. The range of services includes simultaneous engineering, conceptual planning, basic engineering, basic design for new-line/ line-modification in green/brown field, logistics planning, procurement of machinery & equipment, installation of equipment, launching support, quality build up activities, coaching of manufacturing staff/operators, continuous improvement “kaizen” (covering parts) programme management & digital engineering.

AES (India) Engineering Ltd. (AES)

Anest Iwata Motherson Coating Equipment Ltd.


08 Manufacturing Support


Serving Customers Globally

1 Brazil

2 Mexico

3 USA

4 Canada

5 Mecedonia

6 Italy

7 Spain

8 Portugal

9 France

10 Jersey

11 Ireland

12 UK

13 Luxembourg

14 Netherlands

15 Germany

16 Czech Republic

17 Poland

18 Slovakia

19 Finland

20 Estonia

21 Lithuania

22 Hungary

23 Serbia

24 Russia

25 India

26 China

27 Japan

28 South Korea

29 Hong Kong

30 Thailand

31 Singapore

32 Australia

33 Sri Lanka

34 UAE

35 Mauritius

36 Cyprus

37 South Africa


14134 16 22

273

2

1

8

37

9

11

12

32

33

34

36

6

35

31

30

28

26

29

2117

18

19 20

15

24 25

23

7

5

10


14134 16 22

273

2

1

8

37

9

11

12

32

33

34

36

6

35

31

30

28

26

29

2117

18

19 20

15

24 25

23

7

5

10


Growing with Customer TrustOur customers’ trust has given us opportunities to grow and attain leadership positions in the businesses we operate

Exterior rearview mirrors

Wiring harness for Heavy duty commercial vehicles

GLOBALLY

Exterior rearview mirrors

IP modules, door trims and bumpers

Wiring harnesses for Heavy duty commercial vehicles, 2- wheelers, earthmoving and material handling equipment

IN EUROPE

Wiring harnesses for passenger cars

Rearview mirrors for passenger cars

Moulded components and modules

Plastic air intake manifolds

Cabins for large size dump trucks

Gear cutting tools

CBN & PCD cutting tools

IN INDIA



Awards and recognition.Customer awards.

Daimler(India)

Best Performance Award (MSSL)

Innovation & Technology Award (MSSL)

Volkswagen(Global)

Top 10 Suppliers of the Year (SMP)

FAW-Volkswagen(China)

Quality Excellence Award (SMR)

Volvo(Spain)

Ford

Maruti Suzuki(India)


Hyundai(India)

Overall Performance (MSSL)

Overall Performance (MATE)

Excellence in Comprehensive Assesment (MSSL)

Tooling Localization (MATE)

Design & Development Award (MMM)

Vendor Import localization Award (CKM)


Safety Award (MATE)

Safety Award (SMR)

Consistently High Quality Performance Award

(SMR)

Safety Award (MSSL)

Quality Excellence Award (KIML)

Overall Excellence in Supply Chain (SMR)

Supplier Best Support Award (SMR)



Regional Contribution Award (MSSL)

Toyota(India)

Toyota(India)

Silver Award – Best Supplier of the Year

(MSSL)

Quality Award (MATE)

Quality Award (MSSL)

Best Project Performance Award

(MATE)

Delivery Award (MATE)

Delivery Award (MSSL)

Mahindra(India)

FOTON

Excellent Supplier(PKC)

Zero Defect Supplies Zero PPM

(MSSL)


(MATE)


(SMR)

Diamond Supplier Award(PKC)

NAVISTAR

Toyota(India)

Quality Award (SMR)

FIAT(India)

Best Supplier Quality Award (MMM)

Best SPD Performance (SMR)

Annual Commodity Award (SMR)

Renualt Nissan(India)

Outstanding Support Award(MMM)

General Motors(India)

Quality Excellence Award (MMM)



Platinum Level in Supplier Quality Excellence Process

(MSSL)

Caterpillar(India)

Preferred Business Partner (MSSL)

Kobelco(India)

Commendable Performance for India Business

(MSSL)

Partner-level Supplier in the 2016 & 2015 Achieving

Excellence Program(PKC)

John Deere(India)

Supplier Performance Management Leader

(PKC)

PACCAR

Komatsu(India)

Supreme(India)

Shriram Pistons & Rings Limited

Honda Siel Power Products(India)

Best Supplier Award (MSSL)

Danfoss(India)

Supplier Recognition Award (SMP)

Brose(Germany)

Hyundai Mobis(South Korea)

TATA Hitachi(India)

Honda Motorcycles (India)

Strong CR Efforts in VA/VE (MSSL)

Suzuki Motorcycle(India)

Performance Award New Development

(MSSL)


Significant Contribution (MSSL)

Excellence in Quality (MSSL)

Letter of Appreciation (SMR)

Providing Solution to Enhance Productivity & Quality

(MTIL)

Best Supplier Award (MTTL)

Quality (MSSL)


EY Entrepreneur of the Year 2016(India)

Mr. Vivek Chaand Sehgal, Chairman, Motherson Sumi Systems Ltd. was adjudged “EY Entrepreneur of the Year 2016” at the 18th EY (Ernst & Young) Entrepreneur of the Year Awards ceremony in New Delhi, India. Mr. Vivek Chaand Sehgal was declared the winner out of the 250 nominations and 17 finalists. The result was decided by a 9-member eminent jury panel consisting of iconic Indian business leaders. This is by far the most prestigious award in the Indian business industry which has over the years honoured exemplary leaders, who have played a pivotal role in India’s ascent in the global business sphere.

The awards were presented by Mr. Piyush Goyal, Minister of State (independent charge) for the Ministry of Power, Coal, New and Renewable Energy and Mines and Ms. Nirmala Sitharaman, Minister of State (independent charge), Ministry of Commerce & Industry for Government of India.

Badische Zeitung(Germany)

Job Motor Award (SMR)

Most Innovative Auto Company (MSSL)

Institutional awards.ASSOCHAM

(India)

Company of the year Award (SMR)

Professional Publishing(Hungary)


Samvardhana Motherson International Limited 33

DIRECTORS’ REPORTTo the Members,

Your Directors have pleasure in presenting to you the 12th Annual Report together with the audited fi nancial statements of the Company for the fi nancial year ended March 31, 2017. The consolidated performance of the Company and its subsidiaries has been referred to whenever required.

Financial performance and operative performance of the CompanyThe summarized fi nancial results for the year ended on March 31, 2017 and for the previous year ended March 31, 2016 are as follows:

(Amount in ` Million)

Particulars Standalone

For the year ended

31.03.2017For the year ended

31.03.2016

Revenue from operations 372 2,655

Other Income 173 36

Total Income 545 2,691

Expenditure 661 2,590

Profi t/ (Loss) Before Interest , Depreciation and Tax (116) 101

Finance Costs 1,104 1,132

Profi t/ (Loss) before Depreciation and Tax (1,220) (1,031)

Depreciation 2 3

Profi t/ (Loss) Before Tax (1,222) (1,034)

Provision For Taxation: - -

- Current Income Tax - -

- Deferred Tax - -

Profi t/ (Loss) After Tax (1,222) (1,034)


Particulars Consolidated

For the year ended

31.03.2017For the year ended

31.03.2016

Net Revenue 378,278 337,691

Other Income 2,571 2,660

Income 380,849 340,351

Expenditure 361,284 327,197

Profi t Before Tax 19,565 13,154

Provision For Taxation:

-Current Income Tax 6,465 5,212

- Deferred Tax 409 (1,325)

Fringe Benefi t Tax 42 48

Income Tax for earlier years

Profi t before Minority Interest and share of result of associates 12,649 9,219

Minority Interest 4,576 3,781

Share of profi t of Associates (3) 8

Profi t for the year 8,070 5,446

DividendIn view of the losses and the future expansion plans of the Company, the Board of Directors decided not to recommend any Dividend for the year ended March 31, 2017.

Book 1.indb 33Book 1.indb 33 29/08/17 8:02 PM29/08/17 8:02 PM

34 Annual Report 2016-17

Capital adequacyYour Company is a CIC- ND- SI and primarily functions as a Group Holding Company with more than 90% of its total assets consisting of investments in shares of subsidiary companies/joint Venture Companies/Associate Companies. As a CIC- ND- SI, the Company is required to-

a. Maintain minimum Adjusted Net Worth of 30% of its aggregate risk weighted assets on balance sheet and risk adjusted value of off- balance sheet items as on date of the last audited balance sheet as at the end of the fi nancial year; and

b. Restrict the outside liabilities upto 2.5 times of its Adjusted Net Worth as on the date of the last audited balance sheet as at the end of the fi nancial year.

The Company is in compliance with the above mentioned requirements as at March 31, 2017.

Consolidated Financial Statements In accordance with the Accounting Standard - 21 on Consolidated Financial Statements read with Accounting Standard – 23 on Accounting for Investments in Associates and Accounting Standard –27 on Financial Reporting of Interests in Joint Venture in Consolidated Financial Statements, your Directors have the pleasure in attaching the Consolidated Financial Statements which form a part of the Annual Report.

Subsidiary Companies, Joint Ventures and Associate Companies During the year under review, Motherson Air Travel Agencies Limited ceased to be associate Company of your Company.

In accordance with section 129(3) of the Companies Act, 2013, we have prepared consolidated fi nancial statements of the company and all its subsidiaries, Joint Ventures and Associate Companies which form part of the Annual Report.

Further, a statement containing the salient features of the fi nancial statement including performance of the company’s subsidiaries, Joint Ventures and Associate Companies attached in Form AOC-1, which forms a part of the Annual Report.

Internal fi nancial controls with reference to the Financial Statements. Your company has adopted various policies and procedures for ensuring the orderly and effi cient conduct of its business including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting records and timely preparation of reliable fi nancial information. The company has appointed Internal Auditors to carry out both system and fi nancial audit of its activities.

The company has laid special emphasis by ensuring that such controls are not only adequate but are also operating effectively.

Shifting of the Registered Offi ce of the CompanyThe Company has shifted its registered offi ce from National Capital Territory of Delhi to the state of Maharashtra w.e.f. 20th October, 2016. Post shifting of registered offi ce, Company has received fresh certifi cate of registration as a Non-Deposit Taking Systematically Important Core Investment Company (“CIC-ND-SI”) vide certifi cate No. N-3.02168 dated 7th March, 2017, from Department of Non-Banking Finance, Mumbai.*

Public/Fixed Deposits The Company has neither invited nor accepted any Deposits from the Public during the year ended on March 31, 2017. There is no unclaimed or unpaid deposit lying with the Company.

Auditors and Auditor’s ReportStatutory AuditorsAs per Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the terms of M/s. Price Waterhouse Chartered Accountants L.L.P (Firm Registration No.-012754N/N500016),as statutory auditors of the Company will expire at the conclusion of 12th Annual General Meeting.

The report given by M/s. Price Waterhouse Chartered Accountants L.L.P, (PwC), statutory auditors on the fi nancial statements of the Company for the year 2016-17 is part of the Annual Report. The observations of the Auditors and the relevant notes on Accounts referred to in the Auditors’ Report are self-explanatory and therefore do not call for any further comments. The Auditors’ Report does not contain any qualifi cation, reservation or adverse remark.

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

* RBI Disclaimer: (a) Reserve Bank of India does not accept any responsibility of guarantee about the present position as to the fi nancial soundness of the company or for the correctness of any of the statements or representations made or opinions expressed by the company and for discharge of liability by the Company: (b) Neither is there any provision in law to keep, nor does the Company keep any part of the deposits with the Reserve Bank and by issuing the Certifi cate of Registration to the Company, the Reserve Bank neither accepts nor guarantee for the payment of the public funds to any person/body corporate.



In accordance with the Companies Act, 2013 M/s. Price Waterhouse Chartered Accountants L.L.P are not eligible for re-appointment. PwC have been Company’s auditors since 2007 and over the years have successfully supported the Company. The Board and Audit committee appreciated the work and commitments of PwC in supporting the Company to meet its commitments for fi nancial disclosures as well as strengthening of internal controls and unifi cation of accounting policies across the group.

The Board has recommended the appointment of M/s. S.R. Batliboi & Co. LLP, Chartered Accountants as the statutory auditors of the Company in place of PwC, for a term of fi ve consecutive years, from the conclusion of 12th Annual General Meeting of the Company scheduled to be held in the year 2017 till the conclusion of 17th Annual General Meeting of the Company scheduled to be held in the year 2022, for the approval of the shareholders of the Company, based on the recommendation of the Audit Committee.

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

Secretarial AuditorThe Board of Directors have appointed M/s Abhishek

Sethiya & Associates, Companies Secretaries in Practice

to conduct Secretarial Audit for the fi nancial year 2016-17.

The Secretarial Audit Report for the fi nancial year ended

March 31, 2017 is annexed herewith which forms a part of

this Report.

The Secretarial Audit Report does not contain any

qualifi cation, reservation or adverse remark.

Cost AuditorPursuant to the Companies (Cost Records & Audit) Amendment Rules, 2014 issued by the Ministry of Corporate Affairs, the Company is not required to conduct audit of its cost accounting records for the fi nancial year 2016-2017.

Conservation of Energy, technology absorption and foreign exchange Earnings and Outgo Information under Section 134(3)(m) of the Companies Act, 2013 read with rule 8(a) of Companies (Account) Rules, 2014 is given in Annexure A to this report

Directors and Key Managerial PersonnelAs per provisions of Companies Act, 2013, Mr. Vivek Chaand Sehgal, Mr. Laksh Vaaman Sehgal, Mr. Bimal Dhar and Mr. Dhruv Mehra, Directors of Company retire by rotation in the ensuing Annual General Meeting and being eligible, seek re-appointment. The Board of Directors recommends their reappointment on the Board of the Company. The Board of Directors of the Company also recommended for appointment of Mr. Vivek Chaand Sehgal as non-retiring Director on the Board of the Company. Further, during the year, Mr. Hideo Hatada was appointed as Additional Director of the Company. The Board of Directors recommends his appointment as Director on the Board of the Company.

Brief resume of the above Directors, nature of their expertise in functional areas, name of public companies in which they hold directorship and the Chairmanship/Membership of the committees of Board are given as annexure to the notice convening the Annual General Meeting.

The Company has received declarations from Independent Directors confi rming that they meet with the criteria of independence as prescribed under sub section (6) of section 149 of the Companies Act, 2013.

Pursuant to the provisions of section 203 of the Companies Act, 2013, Mr. Ashok Tandon as Director& CFO and Ms. Pooja Mehra as Company Secretary are Key Managerial Personnel of the Company. There has been no change in the Key Managerial Personnel during the year.

Meetings of the BoardDuring the fi nancial year ended 31st March 2017, 8 meetings of Board of Directors were held. The details of meetings are given here:

The dates of meeting are: April 8, 2016, May 30, 2016, June 10, 2016, September 1, 2016, October 12, 2016, November 11, 2016, February 13, 2017 and March 27, 2017.The intervening gap between two meetings was within the period prescribed by the Companies Act, 2013. The table for the attended record of the Directors is as given below:

Name of the Director No. of Board Meetings Attended

Attendance at last Annual

General Meeting

Mr. Vivek Chaand Sehgal

4 No

Mr. Laksh Vaaman Sehgal

5 No

Mr. Vivek Avasthi 6 No

Mr. Hiroshi Morimoto 4 No

Mr. Bimal Dhar 2 No

Mr. Ashok Tandon 8 Yes

Mr. Ramesh Dhar 5 No

Ms. Geeta Soni 8 No

Ms. Nilu Mehra 2 No

Ms. Madhu Bhaskar 7 Yes

Mr. Dhruv Mehra 5 Yes

Mr. Mikihisa Takayama 1 No

Mr. Hideo Hatada 1 No

The Board Members are provided with necessary documents/brochures, reports and internal policies to enable them to familiarize with the Company’s procedures and practices. Periodic Presentations are made by Senior Management, Statutory and Internal Auditors at the Board/Audit Committee Meetings on the business and performance updates of the Company.

Audit CommitteeThe Company have constituted audit committee in terms of section 177 of the Companies Act, 2013. Presently, the composition of audit committee is as under:

• Mr. Laksh Vaaman Sehgal- Member

• Mr. Hiroshi Morimoto- Chairman

• Ms. Madhu Bhaskar- Member



Mr. Vivek Avasthi was appointed as member in place of Mr. Laksh Vaaman Sehgal from 30th May, 2016 to 10th June, 2016

Four Audit Committee meetings were held during the year. The dates of the meeting are:

30th May, 2016, 10th June, 2016, 11th November, 2016 and 27th March, 2017.

The table for the attended record of the Members for audit committee is as given below:

Name of the Member

Designation No. of Committee Meetings Attended

Mr. Hiroshi Morimoto Chairman 4

Mr. Laksh Vaaman Sehgal

Member 1

Ms. Madhu Bhaskar Member 4

Mr. Vivek Avasthi Member 2

Corporate Social Responsibility (CSR) In accordance with the requirements of section 135 of

the Companies Act, 2013, your Company has Corporate

Social Responsibility (CSR) Committee. The Company has

also framed Corporate social Responsibility (CSR) Policy

in accordance with the provisions of the Companies Act,

2013 and rules made thereunder.

The Composition of Corporate Social Responsibility (CSR)

Committee is as follows:

• Mr. Hiroshi Morimoto- Member

• Ms. Madhu Bhaskar-Chairperson

• Mr. Ashok Tandon-Member

CSR committee meeting was held once during the year on

13th February, 2017.

The Annual Report on the CSR activities undertaken by

the Company during the fi nancial year under review is

annexed to this Report as Annexure -B.During the year, the Company has set up a trust in the

name of Swarn Lata Motherson Trust for carrying out CSR

activities for the group Companies.

Board EvaluationYour Company has formulated Nomination and Remuneration Committee in terms of the Provisions of the Companies Act, 2013 and has done formal annual evaluation of Directors in terms of the provisions of Companies Act, 2013.

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

Nomination And Remuneration CommitteeThe composition of nomination and remuneration committee is as follows:

• Mr. Hiroshi Morimoto-Member

• Ms. Madhu Bhaskar - Chairperson

• Mr. Vivek Avasthi- Member

Nomination and Remuneration committee meeting was held on 27th March, 2017.

Stakeholder Relationship CommiitteeYour Company has constituted stakeholder relationship Commiittee which comprise of following persons:

• Mr. Hiroshi Morimoto- Member

• Ms. Madhu Bhaskar- Member

• Mr. Vivek Avasthi- Chairman

Stakeholder Relationship Commiittee meeting was held on 27th March, 2017.

Extract of the Annual Return In accordance with Section 134(3)(a) of the Companies Act, 2013, an axtract of annual return in form MGT-9 is annexed herewith as Annexure C to this report.

Particulars of Loans, Guarantees or Investments Provisions of Section 186 of the Companies Act, 2013 apply to your Company to the extent applicable to a CIC- ND- SI. Details of loans, guarantees or investments made by the Company form part of the notes to the fi nancial statements as provided in this Annual Report.

Particulars of contracts or arrangement with Related Parties The details of the transaction with related parties are provided in the notes to accompanying Standalone fi nancial Statement.

Human Resources The relations with the employees and associates continued

to remain cordial throughout the year. The Directors of your

Company wish to place on record their appreciation for

the excellent team spirit and dedication displayed by the

employees of the Company

Particulars of Employees The statement containing the names of employees as required under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure – DDirectors’ Responsibility Statement As required under clause (c) of sub-section (3) of Section

134 of the Companies Act, 2013 your Directors confi rm:

1. in the preparation of the annual accounts for the

fi nancial year ended March 31, 2017, the applicable

accounting standards had been followed along with

proper explanation relating to material departures, if

any;

2. the directors had selected such accounting policies

and applied them consistently and made judgments

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 fi nancial year March 31,

2017 and of the profi t and loss of the company for that

period;

3. the directors had taken proper and suffi cient 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;

4. the directors had prepared the annual accounts on a

going concern basis;

5. the directors have laid down Internal Financial

Controls to be followed by the Company and that

such internal fi nancial controls are adequate and are

operating effectively;

6. the directors had devised proper systems to ensure

compliance with the provisions of all applicable laws

and that such systems were adequate and operating

effectively.

Risk Management Policy Your Company has Risk management policy in place which covers elements which in the opinion of the Board may threaten the existence of the company.

General Your Directors state that during the year ended March 31,

2017:

- There has been no change in the nature of business

of the company during the year ended on March 31,

2017.

- No amount has been transferred to Reserves by the

Company during the year ended on March 31, 2017.

- There are no other material changes and commitments

affecting the fi nancial position of the company which

have occurred between the end of the fi nancial year

of the company to which the fi nancial statements

relate and the date of the report.

- There are no signifi cant & material orders passed by

any regulators or courts or tribunals impacting the

going concern status and Company’s operations in

future.

- There are no changes in the Authorised and Paid Up

share Capital of the Company for the year ended on

March 31, 2017.

- There has been no Issue of equity shares with

differential rights as to dividend, voting or otherwise.

- There were no cases fi led pursuant to the Sexual

Harassment of Women at Workplace (Prevention,

Prohibition and Redressal) Act, 2013.

Acknowledgements Your Directors would like to place on record their sincere appreciation for the whole hearted support and contributions made by all employees of the company, Bankers, Regulatory Bodies towards the conduct of effi cient operations of the company.

The Board of Directors of the company also expresses

their gratitude to the shareholders for their valuable and

un-stinted support extended to the company throughout

the year.

For & on behalf of the Board of Directors ofSamvardhana Motherson International Limited

Sd/-Place: Noida Vivek Chaand Sehgal Date: 24.07.2017 Chairman



Annexure-AConservation of Energy, technology absorption and foreign exchange Earnings and Outgo Information under Section 134(3)(m) of the Companies Act, 2013 read with rule 8(a) of Companies (Account) Rules, 2014 are as follows:

(A) Conservation of energy:

Steps taken for impact on conservation of energy and steps taken by the Company for utilizing source of energy.

Though your Company is a Non-manufacturing Company it is taking all possible steps for conservation of energy in all operations of the company.

(B) Technology absorption, adaption and innovation: In view of the nature of activities which are being carried out by your Company no declaration is required to be given

in this regard.

C) Foreign exchange earnings and Outgo: (In Rupees)

Foreign Exchange earnings and outgo during the year ended March 31, 2017 are:

(i) Foreign Exchange earnings: (Amount in `)

Consultancy Income 203,770

Interest on loan 8,948,610

Total Foreign Exchange earnings 9,152,380(ii) Foreign Exchange Outgo: (Amount in `)

Travel expenditure 5,501,043

Conference/Business Promotion 5,369,156

Professional charges 6,878,718

Director’s sitting fee 178,000

Total Foreign Exchange outgo 17,926,917



Annexure-BANNUAL REPORT ON CSR ACTIVITIES TO BE INCLUDED IN BOARD’S REPORT 1. A brief outline of the company’s CSR policy, including overview of projects or programs proposed to be undertaken

and a reference to the web-link to the CSR policy and projects or programs.- Our Company Vision is to create a more

inclusive and sustainable environment. Our commitment to CSR emanates from the business mission that guides

us to set new standards in good corporate citizenship. Therefore, our CSR programs have been structured to be

made sustainable, measurable, replicable, and scalable which will enable us carve out a reputation for being one

of the most socially and environmentally responsible companies. Company shall identify and undertake all its CSR

programs/ projects/activities under the following broader thrust areas of CSR:

• Skill Development and Vocation based education

• Livelihood enhancement

• Waste management and Sanitation

• Environmental sustainability

• Women and youth empowerment

• Disaster relief

• National Missions

2. The Composition of the CSR Committee is as under:

• Mr. Hiroshi Morimoto

• Ms. Madhu Bhaskar

• Mr. Ashok Tandon

3. Average net profi t of the company for last three fi nancial years: Please refer note below

4. Prescribed CSR Expenditure (two percent of the amount as in item 3 above) Please refer note below

5. Details of CSR spent during the fi nancial year. -

(a) Total amount to be spent for the fi nancial year:- Please refer note below

(b) Amount unspent, if any;- Please refer note below

(c) Manner in which the amount spent during the fi nancial year is detailed below:

S. NO.

CSR Project or Activity identifi ed

Sector in which the Project is covered

Project or Programme (1)Local area or other (2)Specify the state or district where Project or Programme was undertaken

Amount outlay (budget) project or programme wise

Amount spent on the projects or programs Sub-heads:(1)Direct expenditure on projects or programs; (2) Overheads:

Cumulative expenditure upto the reporting period

Amount spent: Direct or through implementing agency

Please refer Note Below

6. In case the Company has failed to spend the two percent of the average net profi t of the last three fi nancial years or

any part thereof, the Company shall provide the reasons for not spending the amount in its Board Report- Please refer

Note Below

7. A responsibility statement of the CSR Committee- The implementation and monitoring of Corporate Social

Responsibility Policy is in compliance with CSR objectives and policy of the Company.- Please refer Note Below

Note: CSR committee has been formed by the Company in terms of the provisions of the Companies Act, 2013 due to losses no amount is required to be spend by the Company.

For Samvardhana Motherson International Limited

Sd- Madhu Bhaskar

Chairperson- Corporate Social Responsibility Committee



Annexure-CForm No. MGT-9

EXTRACT OF ANNUAL RETURNas on the fi nancial year ended on March 31,2017

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

i) CIN U74900MH2004PLC287011

ii) Registration Date 09/12/2004

iii) Name of the Company Samvardhana Motherson International Limited

iv) Category / Sub-Category of the Company Company Limited by Shares

v) Address of the Registered offi ce and contact details Unit 705, C Wing, ONE BKC, G Block Bandra Kurla Complex, Bandra East Mumbai Mumbai City MH 400051 India

vi) Whether listed company (Yes/No) No (Non-Convertible Debentures listed with Bombay Stock Exchange)

vii) Name, Address and Contact details of Registrar and Transfer Agent, if any

Link InTime India Private Limited44, Community Centre, Second Floor, Near PVR Naraina, Phase-I, Naraina Industrial Area, New Delhi-110028

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

Sl. No.

Name and Description of main products / services

NIC Code of the Product/service

% to total turnover of the company

1 Group Holding 29304 82.80%

II. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES –

S. NO.

NAME AND ADDRESS OF THE COMPANY

CIN/GLN HOLDING/SUBSIDIARY

% OF SHARES

HELD

APPLICABLE SECTION

1 Motherson Machinery and Automations Limited

2nd Floor, F-7, Block B-1, Mohan Cooperative Industrial Estate, Mathura Road, Delhi -110044

U74899DL2004PLC131099 Subsidiary Company

100% 2(87)(ii)

2 Nachi Motherson Tool Technology Limited



74% 2(87)(ii)

3 Motherson Molds and Diecasting Limited



51% 2(87)(ii)

4 SAKS Ancillaries Limited

Unit 705, C Wing, ONE BKC, G Block Bandra Kurla Complex, Bandra East Mumbai Mumbai City MH 400051

U74899MH1985PLC285656 Subsidiary Company

58.10% 2(87)(ii)



S. NO.



% OF SHARES

HELD

APPLICABLE SECTION

5 Samvardhana Motherson Virtual Analysis Limited


U29199DL2005PLC139659 Subsidiary Company through MothersonSumi Infotech and Designs Limited

100% 2(87)(ii)

6 Motherson Auto Solutions Limited



66% 2(87)(ii)

7 MothersonSumi INfotech and Designs Limited



53.67% 2(87)(ii)

8 MSID U.S. Inc. (held by Motherson Sumi INfotech & Designs Ltd.)

18 East 41st Street Suite 1704New York, NY 10017

N.A. Subsidiary Company through MothersonSumi Infotech and Designs Limited

100% 2(87)(ii)

9 MothersonSumi Infotekk And Designs GmbH (held by Motherson Sumi INfotech & Designs Ltd.)

Hailerer Strasse 24 63571 Gelnhausen Germany


100% 2(87)(ii)

10 MothersonSumi INfotech and Designs SG Pte. Ltd. (held by Motherson Sumi INfotech & Designs Ltd.)

178 PAYA LEBAR ROAD, #04-08/09, PAYA LEBAR 178, SINGAPORE (409030)


100% 2(87)(ii)

11 MothersonSumi INfotech & Designs KK (held by MothersonSumi INfotech and Designs SG Pte. Ltd.)

4F 45KT Building 16-4, 1-chome Marunouchi Naka-ku, Nagoya 460-0002, Japan


85.71% 2(87)(ii)

12 Motherson Consultancies Service Limited



100% 2(87)(ii)



S. NO.



% OF SHARES

HELD

APPLICABLE SECTION

13 Motherson Auto Engineering Service Limited


U29253DL2004PLC126353 Subsidiary Company through MothersonSumi Infotech and Designs Limited

100% 2(87)(ii)

14 Motherson Techno Tools Limited



60.06% 2(87)(ii)

15 Motherson Advanced Tooling Solutions Limited



100% 2(87)(ii)

16 Tigers Connect Travel Systems and Solutions Limited



100% 2(87)(ii)

17 Samvardhana Motherson Refrigeration Product Limited



100% Less 100 shares

2(87)(ii)

18 Motherson Sintermetal Technology Limited



89% 2(87)(ii)

19 Samvardhana Motherson Auto Component Private Limited


U31500DL2014PTC274514 Subsidiary Company

100% 2(87)(ii)

20 Samvardhana Motherson Auto System Private Limited


U50300DL2014PTC273269 Subsidiary Company

100% 2(87)(ii)



S. NO.



% OF SHARES

HELD

APPLICABLE SECTION

21 Samvardhana Motherson Finance Services Cyprus Ltd.

Julia House, 3 Thermistocles Dervis Street, CY-1066 Nicosia, Cyprus

N.A. Subsidiary Company

100% 2(87)(ii)

22 Samvardhana Motherson Holding (M) Private Ltd. (SMHPL)

6th Floor, Tower A, 1 Cyber City, Ebene, Mauritius

N.A Subsidiary Company

100% 2(87)(ii)

23 Motherson Sintermetal Technology B.V. (held by Motherson Sintermetal Technology Ltd.)

Oranje Nassaulaan 55, 1e etage, 1075 AK Amsterdam

N.A. Subsidiary Company through Motherson Sintermetal Technology Limited

100% 2(87)(ii)

24 Motherson Sintermetal Products S.A. (held by Motherson Sintermetal Technology B.V.)

Sarria De Ter, 52, 08291 Ripollet, Spain

N.A. Subsidiary Company through Motherson Sintermetal Technology B.V.

100% 2(87)(ii)

25 Motherson Techno Tools Mideast FZE. (% held by Motherson Techno tools Limited)

WARE HOUSE NO. P-6/173, PO BOX NO 120105, SHARJAH AIRPORT INTERNATIONAL FREE ZONE, SHARJAH,UNITED ARAB EMIRATES

N.A. Subsidiary Company through Motherson Tehnco Tools Limited

100% 2(87)(ii)

26 Samvardhana Motherson Global Holding Limited (SMGHL) (% held By Samvardhana Motherson Holding (M) Private Limited)

Julia House, 3 Thermistocles Dervis Street, CY-1066 Nicosia, Cyprus

N.A. Joint Venture through Samvardhana Motherson Holding (M) Private Limited

49% 2(87)(ii)

27 Motherson Sumi Systems Limited (MSSL)

Unit 705, C Wing, ONE BKC, G Block Bandra Kurla Complex, Bandra East Mumbai Mumbai City MH 400051 India

L34300MH1986PLC284510 Joint Venture 34.81% 2(87)(ii)



S. NO.



% OF SHARES

HELD

APPLICABLE SECTION

28 Anest Iwata Motherson Coating Equipment Private Limited


U29298DL2006PLC155317 Joint Venture 49% 2(87)(ii)

29 Anest Iwata Motherson Private Limited


U34107DL2000PTC108736 Joint Venture 49% 2(87)(ii)

30 AES (India) Engineering Limited



31 Spheros Motherson Thermal System Limited



32 Matsui Technologies India Limited


U29199DL2006PLC156494 Joint Venture 50% less one share

2(87)(ii)

33 Fritzmeier Motherson Cabin Engineering Private Limited



34 Nissin Advanced Coating Indo Co. Private Limited.



35 Magneti Marelli Motherson Auto System Private Ltd (100% held by Magneti Marelli Motherson India Holding B.V.)





S. NO.



% OF SHARES

HELD

APPLICABLE SECTION

36 Magneti Marelli Motherson India Holding B.V.

Amsterdam, 118BH Luchthaven Schiphol, Schiphol Boulevard 217

N.A. Joint Venture 50% 2(87)(ii)

37 CTM India Limited



38 Nachi Motherson Precision Private Limited



39 Magneti Marelli Motherson Shock Absorbers India Private Ltd.

B- 23, MIDC INDUSTRIAL AREA, VILLAGAE NIGHOJE, TALUKA – RAJGURUNAGAR, CHAKAN, Maharashtra- 410501

U74900PN2008PTC132425 Joint Venture 50% 2(87)(ii)

40 Samvardhana Motherson Polymers Limited

Unit 705, C Wing, ONE BKC, G Block Bandra Kurla Complex, Bandra East Mumbai Mumbai City MH 400051 India

U29292MH2011PLC286829 Joint Venture 49% 2(87)(ii)

41 Motherson Bergstrom HVAC Solutions Private Limited



42 Motherson Invenzen Xlab Private Limited


U72300DL2014PTC264533 Subsidiary 51% 2(87)(ii)



IV SHAREHOLDING PATTERN (Equity Share Capital Break-up as Percentage of Total Equity)

i) Category – Wise Shareholding

Category of Shareholders No. of Shares held at the beginning of the Year

No. of Shares held at the end of the year

% Change during

the year

Demat Physical Total % of total

Shares

Demat Physical Total %of Total

Shares

A. Promoters(1) India

a) Individual/ HUF 111630046 NIL 111630046 23.57 111630046 5600 111635646 23.57 NIL

b) Central Govt NIL NIL NIL NIL NIL NIL NIL NIL NIL

c) State Govt(s) NIL NIL NIL NIL NIL NIL NIL NIL NIL

d) Bodies Corp. 136090869 NIL 136090869 28.73 136090869 NIL 136090869 28.73 NIL

e) Banks / FI NIL NIL NIL NIL NIL NIL NIL NIL NIL

f) Any Other…. NIL NIL NIL NIL NIL NIL NIL NIL NIL

Sub-total(A) (1):-

247720915 NIL 247720915 52.30 247720915 5600 247726515 52.30 NIL

(2) Foreigna) NRIs - Individuals 105172597 30950 105203547 22.22 105172597 30950 105203547 22.22 NIL

b) Other – Individuals NIL NIL NIL NIL NIL NIL NIL NIL NIL

c) Bodies Corp. 75207000 NIL 75207000 15.88 75207000 NIL 75207000 15.88 NIL

d) Banks / FI NIL NIL NIL NIL NIL NIL NIL NIL NIL

e) Any other NIL NIL NIL NIL NIL NIL NIL NIL NIL

Sub-total(A) (2):-

180379597 30950 180410547 38.10 180379597 30950 180410547 38.10 NIL

Total shareholding g of Promoter(A) = A1+A 2 428100512 30950 428131462 90.40 428100512 36550 428137062 90.40 NILB.1.

Public ShareholdingInstitutionsa) Mutual Funds NIL NIL NIL NIL NIL NIL NIL NIL NIL

b) Banks / FI NIL NIL NIL NIL NIL NIL NIL NIL NIL

c) Central Govt. NIL NIL NIL NIL NIL NIL NIL NIL NIL

d) State Govt(s) NIL NIL NIL NIL NIL NIL NIL NIL NIL

e) Venture Capital Funds

NIL NIL NIL NIL NIL NIL NIL NIL NIL

f) Insurance Companies


g) FIIs NIL NIL NIL NIL NIL NIL NIL NIL NIL

h) Foreign Venture Capital Funds


i) Others (specify) NIL NIL NIL NIL NIL NIL NIL NIL NIL

Sub- total (B)(1):- NIL NIL NIL NIL NIL NIL NIL NIL NIL

2. Non Institutionsa) Bodies Corp.

i) Indian 50000 NIL 50000 0.01 50000 NIL 50000 0.01 NIL

ii) Overseas NIL 30612843 30612843 6.47 NIL 30612843 30612843 6.47 NIL

b) Individuals i) Individual

shareholders holding nominal share capital upto ` 1 lakh

2180284 2020648 4200932 0.89 2173044 1885247 4058291 0.86 - 0.03



Category of Shareholders No. of Shares held at the beginning of the Year

No. of Shares held at the end of the year

% Change during

the year

Demat Physical Total % of total

Shares

Demat Physical Total %of Total

Shares

ii) Individual shareholders holding nominal share capital in excess of ` 1 lakh

6026565 1188608 7215173 1.52 6167067 1135987 7303054 1.55 - 0.03

c) Others i) Foreign

Nationals & Non-Resident Indians

922200 1248164 2170364 0.45 964650 1257308 2221958 0.45 0.00

iii) Trust 634948 598133 1233081 0.26 583477 647170 1230647 0.26 0.00

Sub-total(B)(2):-

9813997 35668396 45482393 9.60 9938238 35538555 45476793 9.60 0.00

Total Public Shareholding (B)=(B)(1)+ (B)(2)

9813997 35668396 45482393 9.60 9938238 35538555 45476793 9.60 0.00

C. Shares held by Custodian for GDRs & ADRs


Grand Total (A+B+C) 437914509 35699346 473613855 100 438038750 35575105 473613855 100 NIL (ii) Shareholding of Promoters

Sl. No

Shareholders Name Shareholding at the beginning of the Year

Shareholding at the end of the Year

% change in shareholding

during the year

No. of Shares

% of total shares of the

Company

%of Shares Pledged/

encumbered to total shares

No. of Shares

%of total shares of the

Company

%of Shares Pledged/

encumbered to total shares

1 Ms. Geeta Soni 1340760 0.28 NIL 1346360 0.28 NIL NIL

2 Ms. Renu Alka Sehgal 109825286 23.19 NIL 109825286 23.19 NIL NIL

3 Ms. Nilu Mehra 464000 0.10 NIL 464000 0.10 NIL NIL

4 Motherson Engineering Research and Integrated Technologies Limited

14500000 3.06 NIL 14500000 3.06 NIL NIL

5 Advanced Technologies and Automotive Resources Pte. Ltd.

8427000 1.78 NIL 8427000 1.78 NIL NIL

6 Shree Sehgals Trustee Company Private Limited

121590869 25.67 NIL 121590869 25.67 NIL NIL

7 Ms. Vidhi Sehgal 4675956 0.99 NIL 4675956 0.99 NIL NIL

8 Mr. Vivek Chaand Sehgal 100527391 21.23 NIL 100527391 21.23 NIL NIL

9 Mr. Laksh Vaaman Sehgal 200 0.00 NIL 200 0.00 NIL NIL

10 Radha Rani Holdings Pte. Limited

66780000 14.10 NIL 66780000 14.10 NIL NIL

Total 428100512 90.40 NIL 428137062 90.40 NIL NIL



iii) Change in Promoters Shareholding (Please specify, if there is no change)

Sl. No.

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No of shares % of total shares of the

Company


Company

1 At the beginning of the year 428100512 90.40 428100512 90.40

Increase in promoters holding during the year:• Ms. Geeta Soni (due to transfer)

5600 0.00 5600 0.00

At the End of the Year 428137062 90.40 428137062 90.40iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and

ADRs) :-

Sl. No

For Each of the Top 10 Shareholders Shareholding at the beginning of the year



Company


Company

1 Sojitz Corporation 30612843 6.46 30612843 6.46

2 Samvardhana Employees Welfare Trust 1233081 0.26 1230647 0.26

3 Sandeep Agarwala 463750 0.1 463750 0.1

4 Anju Agarwal 463750 0.1 463750 0.1

5 Namita Mohan 350000 0.07 350000 0.07

6 Ranju Sayall 212000 0.04 212000 0.04

7 Naresh Chander Madan 195050 0.04 195050 0.04

8 Rajat Jain 162500 0.04 162500 0.04

9 Devender Singh 162800 0.03 500 0.00

10 Loca Srinivas Reddy 149000 0.03 149000 0.03

v) Shareholding of Directors and Key Managerial Personnel:

Sl. No

NAME Shareholding at the beginning of the year


No. of share at the beginning of

the year


company


the year


company

1 Mr. Vivek Chaand Sehgal 100527391 21.23 100527391 21.23

2 Mr. Laksh Vaaman Sehgal 200 0.00 200 0.00

3 Ms. Geeta Soni 1340760 0.28 1346360 0.28

4 Ms. Nilu Mehra 464000 0.09 464000 0.09

5 Mr. Ashok Tandon 44100 0.01 44100 0.01

6 Mr. Vivek Avasthi 30000 0.01 30000 0.01

7 Mr. Bimal Dhar 150000 0.03 150000 0.03

8 Mr. Dhruv Mehra 12600 0.00 12600 0.00

9 Mr. Ramesh Dhar 36000 0.01 36000 0.01

10 Mr. Hiroshi Morimoto 96760 0.02 96760 0.02

11 Ms. Madhu Bhaskar NIL NIL NIL NIL

12 Mr. Hideo Hatada NIL NIL NIL NIL



Sl. No

NAME Shareholding at the beginning of the year



the year


company


the year


company

13 Mr. Yasuhiro Kawamura NIL NIL NIL NIL

14 Ms. Pooja Mehra 28000 0.00 28000 0.00

V INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for payment


Secured Loans excluding Deposit

Unsecured Loans

Deposits Total Indebtedness

Indebtedness at the beginning of the fi nancial year

i) Principal Amount

ii) Interest due but not paid

iii) Interest accrued but not due

9,500

89

-

789

-

-

-

-

-

10,289

89

-

Total (I + ii + iii) 9,589 789 - 10,378

Change in Indebtedness during the fi nancial year

• Addition

• Reduction

-

190

943

-

-

-

943

190

Net Change 190 943 - 753

Indebtedness at the end of the fi nancial year

i)Principal Amount

ii)Interest due but not paid

iii)Interest accrued but not due

9,347

-

52

1,723

-

9

-

-

-

11,070

-

61

Total (I + ii + iii) 9,399 1,732 - 11,131 VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing Director, Whole-time Directors and/or Manager: (Amount in `)

Sl. No

Particulars of Remuneration Name of MD/WTD/Manager Total Amount

Mr. Ramesh Dhar Mr. Dhruv Mehra

1 Gross salary:(a)Salary as per provisions contained

in section 17(1) of the Income-tax Act, 1961

(b)Value of perquisites u/s 17(2) Income-tax Act, 1961

(c) Profi ts in lieu of salary u/s17(3) Income Tax Act, 1961

12,720,982

16,500

-

7,643,592

39,600

-

20,364,574

56,100

-

2 Stock Option - - -

3 Sweat Equity - - -

4 Commission as % of profi t Others, Specify

- - -

5 Others, Please specify - - -

TOTAL A 12,737,482 7,683,192 20,420,674



B. Remuneration to other Directors:

Sl. Sl. No.No.

Particulars of RemunerationParticulars of Remuneration Name of DirectorsName of Directors Total AmountTotal Amount

1 Independent Directors Mr. Hiroshi Morimoto

Ms. Madhu Bhaskar

• Fee for attending board committee meetings• Commission• Others, please specify

175,000 235,000 410,000

Total (1) 175,000 235,000 410,000

2 Other Non-ExecutiveDirectors• Fee for attending board committee meetings• Commission• Others, please specify

Total (2)

Total (B) = (1+2) 175,000 235,000 410,000Total Managerial Remuneration

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

Sl. No

Particulars of Remuneration Key Managerial Personnel

Company Secretary

Ms. Pooja Mehra

CFO cum DirectorMr. Ashok Tandon

Total

1 Gross salary(a) Salary as per provisions contained in

section 17(1) of the Income-tax Act, 1961

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

(c) Profi ts in lieu of salary u/s 17(3) the Income-tax Act, 1961

3,318,280

54,331

-

9,978,708

39,600

-

13,296,988

93,931

-

2 Stock Option - - -

3 Sweat Equity - - -

4 Commission- As % of Profi t- Others, specify

- - -

5 Others, please specify - - -

Total 3,372,611 10,018,308 13,390,919VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

TypeType Section of the Section of the Companies Companies

ActAct

Brief Brief DescriptionDescription

Details of Penalty/ Details of Penalty/ punishment/ punishment/

Compounding fee Compounding fee imposedimposed

AuthorityAuthority

[RD/NCLT/ [RD/NCLT/ Court]Court]

Appeal made, Appeal made, if any (give if any (give

details)details)

A. COMPANY

Penalty NIL N.A. NIL NIL NA

Punishment NIL N.A. NIL NIL NA

Compounding NIL N.A. NIL NIL NA

B. DIRECTORS

Penalty NIL N.A. NIL NIL NA

Punishment NIL N.A. NIL NIL NA

Compounding NIL N.A. NIL NIL NA

C. Others Offi cers in default

Penalty NIL NA NIL NIL NA

Punishment NIL NA NIL NIL NA

Compounding NIL NA NIL NIL NA



Annexure- DInformation as per section 197 of the Companies Act, 2013 read with rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Employee name

Designation Educational Qualifi cation

Age Experience (in years)

Date of joining

Gross remuneration paid (in `)

Previous employment and designation

Percentage of equity shares held in the company

Whether relative of any director or manager of the company

Ramesh Dhar

Director Bachelor of Engineering

67 42 years 01/04/2012 12,737,482 Woco Motherson Limited Chief Executive Offi cer

36000 shares (0.01%)

Himself Director

Mr. C.V. Raghu

Group General Counsel

B.Sc, L.L.B., PGPBM Industrial Relationship and Personnel Management and Chartered Associate of Indian Institute of Banker (CAIIB)

53 28 years 04/12/2015 24,516,360 Senior Director- Legal & Regulatory Affairs at Max India Limited

Nil Not Related

Kunal Malani

President Chartered Accountant

40 17 years 15/07/2013 17,771,712 India Infoline Investment BankingSenior Vice President

Nil Not related



AOC

1S

tate

ment

purs

uant

to fi

rst

pro

viso

to s

ub

-sectio

n (

3)

of

sectio

n 1

29 o

f th

e C

om

panie

s A

ct,

2013,

read

with

ru

le 5

of

Co

mp

an

ies

(Ac

co

un

ts)

Ru

les,

20

14

In

pre

scrib

e

form

AO

C-1

rela

ting

to s

ub

sid

iary

com

panie

s, jo

int

ventu

re a

nd

ass

ocia

tes#

S.

No.

Name

of th

e Sub

sidiar

yFin

ancia

l pe

riod

ende

d

Repo

rting

curre

ncy

and e

xcha

nge

rate

as on

the l

ast

date

of re

levan

t fi n

ancia

l yea

r in

the c

ase o

f for

eign

subs

idiar

ies

Exch

ange

Ra

teSh

are c

apita

lRe

serv

e and

su

rplus

Total

asse

ts To

tal

Liabil

ities

Inves

tmen

tsTu

rnov

erPr

ofi t/(

Loss

) be

fore

tax

ation

Prov

ision

fo

r tax

ation

(E

xclud

ing

Divid

end

Distr

ibutio

n Ta

x)

Profi

t/(Lo

ss)

after

taxa

tion

Prop

osed

div

idend

% of

sh

areh

olding

Co

untry

1M

othe

rson

Mac

hine

ry a

nd

Aut

omat

ions

Lim

ited

Mar

ch 3

1,

2017

INR

N

A5

614

3-

282

11

-10

0%

Indi

a

2N

achi

Mot

hers

on T

ool

Tech

nolo

gy L

imite

dM

arch

31,

20

17IN

RN

A25

280

53-

115

(5)

0(5

)-

74%

Indi

a

3M

othe

rson

Mol

ds a

nd

Die

cast

ing

Lim

ited

Mar

ch 3

1,

2017

INR

NA

6873

320

179

-28

450

1238

-51

%In

dia

4SA

KS

Anc

illar

ies

Lim

ited

Mar

ch 3

1,

2017

INR

NA

2566

910

-9

62

4-

58.1

%In

dia

5Sa

mva

rdha

na M

othe

rson

Virt

ual

Ana

lysi

s Li

mite

d (h

eld

by

Mot

hers

onSu

mi I

Nfo

tech

and

D

esig

ns L

imite

d)

Mar

ch 3

1,

2017

INR

NA

21(1

1)12

2-

93

-3

-10

0%In

dia

6M

othe

rson

Aut

o So

lutio

ns

Lim

ited

Mar

ch 3

1,

2017

INR

NA

2909

(125

)28

2541

-0

(51)

0(5

1)-

66%

Indi

a

7M

othe

rson

Sum

i IN

fote

ch a

nd

Des

igns

Lim

ited

Mar

ch 3

1,

2017

INR

NA

130

311

1270

829

-22

6771

2348

-53

.67%

Indi

a

8M

othe

rson

Con

sulta

ncie

s Se

rvic

e Li

mite

dM

arch

31,

20

17IN

RN

A26

(66)

2060

-35

17-

17-

100%

Indi

a

9M

othe

rson

Aut

o En

gine

erin

g Se

rvic

e Li

mite

d (h

eld

by

Mot

hers

onSu

mi I

Nfo

tech

and

D

esig

ns L

imite

d)

Mar

ch 3

1,

2017

INR

NA

35(7

8)14

218

5-

54(2

5)(6

)(1

9)-

100%

Indi

a

10M

othe

rson

Tec

hno

Tool

s Li

mite

dM

arch

31,

20

17IN

RN

A33

1105

1352

214

5013

6277

3839

-60

.06%

Indi

a

11M

othe

rson

Adv

ance

d To

olin

g So

lutio

ns L

imite

dM

arch

31,

20

17IN

RN

A62

7(7

81)

554

708

-31

6(4

0)-

(40)

-10

0%In

dia

12Ti

gers

Con

nect

Tra

vel S

yste

ms

and

Solu

tions

Lim

ited

Mar

ch 3

1,

2017

INR

NA

551

604

-2

00

0-

100%

Indi

a

13Sa

mva

rdha

na M

othe

rson

R

efrig

erat

ion

Prod

uct L

imite

dM

arch

31,

20

17IN

RN

A23

2(3

99)

1217

9-

1(2

3)-

(23)

-99

.99%

In

dia

14M

othe

rson

Sin

term

etal

Te

chno

logy

Lim

ited

Mar

ch 3

1,

2017

INR

NA

666

(979

)15

2118

34-

104

(317

)-

(317

)-

88.8

5%In

dia

15Sa

mva

rdha

na M

othe

rson

Aut

o C

ompo

nent

Priv

ate

Lim

ited

Mar

ch 3

1,

2017

INR

NA

90(6

1)39

736

8-

39(3

5)13

(48)

-10

0%In

dia

16Sa

mva

rdha

na M

othe

rson

Aut

o Sy

stem

Priv

ate

Lim

ited

Mar

ch 3

1,

2017

INR

NA

10(1

0)11

11-

9(1

0)0

(10)

-10

0%In

dia

17M

SID

U.S

. Inc

. (he

ld b

y M

othe

rson

Sum

i IN

fote

ch &

D

esig

ns L

td.)

Mar

ch 3

1,

2017

USD

64.8

450

547

42-

828

17

-10

0%U

SA



S.

No.

Name

of th

e Sub

sidiar

yFin

ancia

l pe

riod

ende

d

Repo

rting

curre

ncy

and e

xcha

nge

rate

as on

the l

ast

date

of re

levan

t fi n

ancia

l yea

r in

the c

ase o

f for

eign

subs

idiar

ies

Exch

ange

Ra

teSh

are c

apita

lRe

serv

e and

su

rplus

Total

asse

ts To

tal

Liabil

ities

Inves

tmen

tsTu

rnov

erPr

ofi t/(

Loss

) be

fore

tax

ation

Prov

ision

fo

r tax

ation

(E

xclud

ing

Divid

end

Distr

ibutio

n Ta

x)

Profi

t/(Lo

ss)

after

taxa

tion

Prop

osed

div

idend

% of

sh

areh

olding

Co

untry

18M

othe

rson

Sum

i Inf

otek

k A

nd

Des

igns

Gm

bH (h

eld

by

Mot

hers

on S

umi I

Nfo

tech

&

Des

igns

Ltd

.)

Mar

ch 3

1,

2017

EUR

O69

.05

234

180

144

-45

220

416

-10

0%G

erm

any

19M

othe

rson

Sum

i IN

fote

ch a

nd

Des

igns

SG

Pte

. Ltd

. (he

ld b

y M

othe

rson

Sum

i IN

fote

ch &

D

esig

ns L

td.)

Mar

ch 3

1,

2017

SGD

46.4

383

(79)

40

867

(17)

-(1

7)-

100%

Sing

apor

e

20M

othe

rson

Sum

i IN

fote

ch

& D

esig

ns K

K (h

eld

by

Mot

hers

onSu

mi I

Nfo

tech

and

D

esig

ns S

G P

te. L

td.)

Mar

ch 3

1,

2017

JPY

0.58

16(6

8)67

119

-10

80

00

-85

.71%

Japa

n

21Sa

mva

rdha

na M

othe

rson

Fi

nanc

e Se

rvic

es C

ypru

s Lt

d.M

arch

31,

20

17U

SD64

.845

377

077

41

544

319

306

-30

6-

100%

Cyp

rus

22Sa

mva

rdha

na M

othe

rson

H

oldi

ng (M

) Priv

ate

Ltd.

(S

MH

PL)

Mar

ch 3

1,

2017

EUR

O69

.05

317

(914

)11

0817

0510

881

(61)

-(6

1)-

100%

Mau

ritiu

s

23M

othe

rson

Sin

term

etal

Te

chno

logy

B.V

.(h

eld

by M

othe

rson

Sin

term

etal

Te

chno

logy

Ltd

.)

Mar

ch 3

1,

2017

EUR

O69

.05

592

519

6810

38-

1(4

)-

(4)

-10

0%N

ethe

rland

s

24M

othe

rson

Sin

term

etal

Pro

duct

s S.

A.

(hel

d by

Mot

hers

on S

inte

rmet

al

Tech

nolo

gy B

.V.)

Mar

ch 3

1,

2017

EUR

O69

.05

480

1031

947

-14

94(4

46)

-(4

46)

-10

0%Sp

ain

25M

othe

rson

Tec

hno

Tool

s M

idea

st

FZE.

(% h

eld

by M

othe

rson

Te

chno

tool

s Li

mite

d)

Mar

ch 3

1,

2017

USD

64.8

453

168

185

14-

104

9-

9-

100%

UA

E

26M

othe

rson

Inve

nzen

XLa

b Pv

t. Lt

d.M

arch

31,

20

17IN

RN

A50

(89)

2867

-3

(53)

-(5

3)-

51%

Indi

a



Stat

emen

t pur

suan

t to fi r

st p

rovis

o to

sub

-sec

tion

(3) o

f sec

tion

129

of th

e Co

mpa

nies

Act

201

3,re

ad w

ith ru

le 5

of C

ompa

nies

(Acc

ount

s)Ru

les,

201

4 in

the

pres

crib

ed

Form

AO

C-1

rela

ting

to A

ssoc

iate

s an

d Jo

int V

entu

res

com

pani

es

Nam

e of

Ass

ocia

tes/

Joi

nt

vent

ure

Last

Au

dite

d Ba

lanc

e Sh

eet D

ate

Shar

es o

f Ass

ocia

tes/

Joi

nt V

entu

res

held

by

the

com

pany

at t

he y

ear e

nd#

Desc

riptio

n of

How

ther

e is

sig

nifi c

ant

infl u

ence

Reas

on w

hy

the

Asso

ciat

e/

Join

t Ven

ture

is

not

Co

nsol

idat

ed

Net W

orth

at

tribu

tabl

e to

sh

areh

oldi

ng a

s pe

r lat

est A

udite

d Ba

lanc

e Sh

eet

Profi

t/ L

oss

for t

he y

ear

No.

Amou

nt o

f in

vest

men

t in

Asso

ciat

es/

Join

t Ven

ture

s

Exte

nt o

f ho

ldin

g %

Cons

ider

ed in

co

nsol

idat

ion

Not

cons

ider

ed in

co

nsol

idat

ion

Sam

vard

hana M

oth

ers

on G

lob

al

Hold

ing

Lim

ited

(S

MG

HL)

(%

held

By

Sam

vard

hana M

oth

ers

on

Hold

ing

(M

) P

riva

te L

imite

d)

Marc

h 3

1,

2017

--

49%

As

per

Join

t Ventu

re

Ag

reem

ent

18,5

91

5,2

74

Moth

ers

on S

um

i Sys

tem

s Lim

ited

(M

SS

L)

Marc

h 3

1,

2017

488549846

11,5

64

34.8

1 %

28,1

79

7,5

61

Anest

Iw

ata

Moth

ers

on C

oatin

g

Eq

uip

ment Lim

ited

Marc

h 3

1,

2017

98000

149%

As

per

Join

t Ventu

re

Ag

reem

ent

39

9

Anest

Iw

ata

Moth

ers

on P

riva

te

Lim

ited

Marc

h 3

1,

2017

21315000

249%

As

per

Join

t Ventu

re

Ag

reem

ent

210

21

AE

S (

Ind

ia)

Eng

ineering

Lim

ited

Marc

h 3

1,

2017

208000

226%

As

per

Join

t Ventu

re

Ag

reem

ent

13

2

Sp

hero

s M

oth

ers

on T

herm

al

Sys

tem

Lim

ited

Marc

h 3

1,

2017

2989000

30

49%

As

per

Join

t Ventu

re

Ag

reem

ent

76

20

Mats

ui T

echnolo

gie

s In

dia

Lim

ited

Marc

h 3

1,

2017

1999999

20

50%

less

one s

hare

As

per

Join

t Ventu

re

Ag

reem

ent

38

11

Fritz

meie

r M

oth

ers

on C

ab

in

Eng

ineering

Priva

te L

imite

d

Marc

h 3

1,

2017

25000000

275

50%

As

per

Join

t Ventu

re

Ag

reem

ent

244

14

Nis

sin A

dva

nced

Coatin

g Ind

o

Co. P

riva

te L

imite

dM

arc

h 3

1,

2017

6860000

69

49%

As

per

Join

t Ventu

re

Ag

reem

ent

57

9

Mag

neti

Mare

lli M

oth

ers

on A

uto

S

yste

m P

riva

te L

td (

100%

held

b

y M

ag

neti

Mare

lli M

oth

ers

on

Ind

ia H

old

ing

B.V

.)

Marc

h 3

1,

2017

--

50%

As

per

Join

t Ventu

re

Ag

reem

ent

605

90

Mag

neti

Mare

lli M

oth

ers

on Ind

ia

Hold

ing

B.V

. D

ecem

ber

31, 2015

1020000

193

50%

As

per

Join

t Ventu

re

Ag

reem

ent

207

(2)



Nam

e of

Ass

ocia

tes/

Joi

nt

vent

ure

Last

Au

dite

d Ba

lanc

e Sh

eet D

ate

Shar

es o

f Ass

ocia

tes/

Joi

nt V

entu

res

held

by

the

com

pany

at t

he y

ear e

nd#

Desc

riptio

n of

How

ther

e is

sig

nifi c

ant

infl u

ence

Reas

on w

hy

the

Asso

ciat

e/

Join

t Ven

ture

is

not

Co

nsol

idat

ed

Net W

orth

at

tribu

tabl

e to

sh

areh

oldi

ng a

s pe

r lat

est A

udite

d Ba

lanc

e Sh

eet

Profi

t/ L

oss

for t

he y

ear

No.

Amou

nt o

f in

vest

men

t in

Asso

ciat

es/

Join

t Ven

ture

s

Exte

nt o

f ho

ldin

g %

Cons

ider

ed in

co

nsol

idat

ion

Not

cons

ider

ed in

co

nsol

idat

ion

CTM

Ind

ia L

imite

d

Marc

h 3

1,

2017

1181040

71

41%

As

per

Join

t Ventu

re

Ag

reem

ent

203

60

Nachi M

oth

ers

on P

recis

ion

Priva

te L

imite

dM

arc

h 3

1,

2017

6370000

64

49%

As

per

Join

t Ventu

re

Ag

reem

ent

72

8

Mag

neti

Mare

lli M

oth

ers

on S

hock

Ab

sorb

ers

Ind

ia P

riva

te L

td. 4

Marc

h 3

1,

2017

108450000

517

50%

As

per

Join

t Ventu

re

Ag

reem

ent

330

(91)

Sam

vard

hana M

oth

ers

on

Poly

mers

Lim

ited

1M

arc

h 3

1,

2017

1845830

369

49%

As

per

Join

t Ventu

re

Ag

reem

ent

5,9

93

1,6

34

Moth

ers

on B

erg

stro

m H

VA

C

Solu

tions

Priva

te L

imite

dM

arc

h 3

1,

2017

6500000

65

50%

As

per

Join

t Ventu

re

Ag

reem

ent

10

(1)

Moth

ers

on A

ir T

rave

l Ag

encie

s Lim

ited

Marc

h 3

1,

2017

--

0%

Note

1-

6

Note

:

1.

The C

om

pany

has

pow

er

to p

art

icip

ate

in t

he fi

nancia

l and

the o

pera

ting

polic

y d

ecis

ion b

ut

does

not

ha

ve c

on

tro

l or

join

t c

on

tro

l ove

r th

ose

po

lice

s

2.

Fin

ancia

l fi g

ure

s as

take

n in

the C

onso

lidate

d F

inancia

ls o

f th

e C

om

pany

3#

Conta

ins

data

for

Eq

uity

Inve

stm

ent m

ad

e b

y th

e C

om

pany

for

deta

ils o

f P

refe

rence S

hare

Cap

ital p

lease

re

fer

Fin

an

cia

l Sta

tem

en

ts



FORM NO. MR-3SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2017[Pursuant to section 204(1) of the Companies Act, 2013 and rule No. 9 of the Companies

(Appointment and Remuneration Personnel) Rules, 2014]

To,The Members,Samvardhana Motherson International LimitedUnit 705, C Wing, ONE BKC, G BlockBandra Kurla Complex, Bandra EastMumbai, Maharashtra- 400051 CIN-U74900MH2004PLC287011

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Samvardhana Motherson International Limited (hereinafter called “the company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on our verifi cation of Samvardhana Motherson International Limited’s books, papers, minute books, forms and returns fi led and other records maintained by the company and also the information provided by the Company, its offi cers, agents and authorized representatives during the conduct of secretarial audit, We hereby report that in our opinion, the company has, during the audit period covering the fi nancial year ended on 31st March, 2017 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance- mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

We have examined the books, papers, minute books, forms and returns fi led and other records maintained by the company for the fi nancial year ended on 31st March, 2017 according to the provisions of:i) The Companies Act, 2013 (the Act) and the rules made thereunder;ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent

of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India

Act, 1992 (‘SEBI Act):- (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)

Regulations, 2011; (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992; (c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

Regulations, 2009; (no event during audit period) (d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock

Purchase Scheme) Guidelines, 1999; (no event during audit period) (e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations,

2008; (f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)

Regulations, 1993 regarding the Companies Act and dealing with client; (g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (no

event during audit period) and (h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (no event

during audit period)vi) We have relied on the representation made by the Company and its offi cers for system and mechanism

framed by the Company for compliances under the other following applicable Act, Laws & Regulations to the Company.

• Employees Provident Fund and Miscellaneous Provisions Act, 1952

• Provisions of Employee State Insurance Act, 1948

• Equal Remuneration Act, 1976 and all other allied labor laws, as informed/ confi rmed to us;



• Income Tax Act, 1961

• Finance Act, 1994

• Prevention of Money Laundering Act, 2002

• Delhi Shops and Commercial Establishment Act, 1954

• Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

• Reserve Bank of India Act, 1934 and rules, regulations, circulars, notifi cations issued by Reserve Bank of India from time to time for Core Investment Company.

We have also examined compliance with the applicable clauses of the following:

i. Secretarial Standards issued by The Institute of Company Secretaries of India.

ii. The Listing Agreements entered into by the Company with Bombay Stock Exchange (BSE).

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We further report that-

As informed by the Company, the Board of Directors of the Company is duly constituted with the proper balance of Executive Directors, Non-Executive Directors, Independent Directors and Women Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board meetings, agenda and detailed notes on agenda were sent as per the provisions of Companies Act 2013, and a system exists for seeking and obtaining further information and clarifi cations on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views are captured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period, the company has following events: (details of specifi c events/ actions having a major bearing on the company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc. referred to above).

i) The Company has issued 120 (One Hundred and Twenty) Secured, Redeemable, Non-Convertible Debentures of Rs. 1,00,00,000 each fully paid up on private placement basis in accordance with the Companies Act, 2013.

For Abhishek Sethiya & Associates (Company Secretaries)

Place:- Noida CS Abhishek SethiyaDate:- July 24, 2017 (Proprietor)

FCS No. 7856, CP No. 14237

This Report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of this report.



‘Annexure A’To,The Members,Samvardhana Motherson International Limited

Our report of even date is to be read along with this letter.

1. Maintenance of Secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verifi cation was done on test basis to ensure that correct facts are refl ected in Secretarial records. We believe that the process and practices, we followed provide a reasonable basis for our opinion.

3. We have not verifi ed the correctness and appropriateness of fi nancial records and Books of Accounts of the Company.

4. Where ever required, we have obtained the Management representation about the Compliance of laws, rules and regulations and happening of events etc.

5. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verifi cation of procedure on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the effi cacy or effectiveness with which the management has conducted the affairs of the Company.

For Abhishek Sethiya & Associates (Company Secretaries)

Place:- Noida CS Abhishek SethiyaDate:- July 24, 2017 (Proprietor)

FCS No. 7856, CP No. 14237



in the fi nancial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the fi nancial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal fi nancial control relevant to the Company’s preparation of the fi nancial statements that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the fi nancial statements.

7. We believe that the audit evidence we have obtained is suffi cient and appropriate to provide a basis for our audit opinion on the standalone fi nancial statements.

Opinion8. In our opinion and to the best of our information

and according to the explanations given to us, the aforesaid standalone fi nancial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2017, and its loss and its cash fl ows for the year ended on that date.

Report on Other Legal and Regulatory Requirements9. As required by ‘the Companies (Auditor’s Report)

Order, 2016’, issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act (hereinafter referred to as the “Order”), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure B a statement on the matters specifi ed in paragraphs 3 and 4 of the Order.

10. As required by Section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

(c) The Balance Sheet, the Statement of Profi t and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid standalone fi nancial statements comply with the Accounting

Report on the Standalone Financial Statements1. We have audited the accompanying standalone

fi nancial statements of Samvardhana Motherson International Limited (“the Company”), which comprise the Balance Sheet as at March 31 2017, the Statement of Profi t and Loss, the Cash Flow Statement for the year then ended, and a summary of the signifi cant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Financial Statements2. The Company’s Board of Directors is responsible for

the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone fi nancial statements to give a true and fair view of the fi nancial position, fi nancial performance and cash fl ows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specifi ed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal fi nancial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the fi nancial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility3. Our responsibility is to express an opinion on these

standalone fi nancial statements based on our audit.

4. We have taken into account the provisions of the Act and the Rules made thereunder including the accounting standards and matters which are required to be included in the audit report.

5. We conducted our audit in accordance with the Standards on Auditing specifi ed under Section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards and pronouncements require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the fi nancial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures

INDEPENDENT AUDITORS’ REPORTTO THE MEMBERS OF Samvardhana Motherson International Limited



Standards specifi ed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors as on March 31, 2017 taken on record by the Board of Directors, none of the directors is disqualifi ed as on March 31, 2017 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal fi nancial controls over fi nancial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure A.

(g) With respect to the other matters to be included in the Auditors’ Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our knowledge and belief and according to the information and explanations given to us:

i. The Company has disclosed the impact, if any, of pending litigations as at March 31, 2017 on its fi nancial position in its standalone fi nancial statements – Refer Note 26;

ii. The Company did not have any long-term contracts including derivative contracts as at March 31, 2017;

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended March 31, 2017;

iv. The Company has provided requisite disclosures in the fi nancial statements as to holdings as well as dealings in Specifi ed Bank Notes during the period from November 8, 2016 to December 30, 2016. Based on audit procedures and relying on the management representation we report that the disclosures are in accordance with books of account maintained by the Company and as produced to us by the Management – Refer Note 47.

For Price Waterhouse Chartered Accountants LLPFirm Registration Number: 012754N/N500016

Ashok NarayanaswamyPlace: Noida PartnerDate: May 30, 2017 Membership Number: 095665



Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Act1. We have audited the internal fi nancial controls over

fi nancial reporting of Samvardhana Motherson International Limited (“the Company”) as of March 31, 2017 in conjunction with our audit of the standalone fi nancial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls2. The Company’s management is responsible for

establishing and maintaining internal fi nancial controls based on the internal control over fi nancial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal fi nancial controls that were operating effectively for ensuring the orderly and effi cient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable fi nancial information, as required under the Act.

Auditors’ Responsibility3. Our responsibility is to express an opinion on the

Company’s internal fi nancial controls over fi nancial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing deemed to be prescribed under section 143(10) of the Act to the extent applicable to an audit of internal fi nancial controls, both applicable to an audit of internal fi nancial controls and both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal fi nancial controls over fi nancial reporting was established and maintained and if such controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal fi nancial controls system over fi nancial reporting and their operating effectiveness. Our audit of internal

fi nancial controls over fi nancial reporting included obtaining an understanding of internal fi nancial controls over fi nancial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the fi nancial statements, whether due to fraud or error.

5. We believe that the audit evidence we have obtained is suffi cient and appropriate to provide a basis for our audit opinion on the Company’s internal fi nancial controls system over fi nancial reporting.

Meaning of Internal Financial Controls Over Financial Reporting6. A company’s internal fi nancial control over fi nancial

reporting is a process designed to provide reasonable assurance regarding the reliability of fi nancial reporting and the preparation of fi nancial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal fi nancial control over fi nancial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly refl ect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of fi nancial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the fi nancial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting7. Because of the inherent limitations of internal

fi nancial controls over fi nancial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal fi nancial controls over fi nancial reporting to future periods are subject to the risk that the internal fi nancial control over fi nancial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Annexure A to Independent Auditors’ ReportReferred to in paragraph 10(f) of the Independent Auditors’ Report of even date to the members of Samvardhana Motherson International Limited on the standalone fi nancial statements for the year ended March 31, 2017



Opinion8. In our opinion, the Company has, in all material

respects, an adequate internal fi nancial controls system over fi nancial reporting and such internal fi nancial controls over fi nancial reporting were operating effectively as at March 31, 2017, based on the internal control over fi nancial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls

Over Financial Reporting issued by the Institute of Chartered Accountants of India.





i. (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation, of fi xed assets.

(b) The fi xed assets of the Company have been physically verifi ed by the Management during the year and no material discrepancies have been noticed on such verifi cation. In our opinion, the frequency of verifi cation is reasonable.

(c) The Company does not own any immovable properties as disclosed in Note 12 on fi xed assets to the fi nancial statements. Therefore, the provisions of Clause 3(i)(c) of the said Order are not applicable to the Company.

ii. The Company is an investment Company, and consequently, does not hold any inventory. Therefore, the provisions of Clause 3(ii) of the said Order are not applicable to the Company.

iii. The Company has granted unsecured loans, to 12 companies covered in the register maintained under Section 189 of the Act. The Company has not granted any secured/unsecured loans to any fi rm /LLP/ other party covered in the register maintained under Section 189 of the Act.

(a) In respect of the aforesaid loans, the terms and conditions under which such loans were granted are not prejudicial to the Company’s interest.

(b) In respect of the aforesaid loans, the schedule of repayment of principal and payment of interest has been stipulated by the Company. Except for an amount aggregating ` 1,514 mn outstanding towards principal, the parties are repaying the principal amounts, as stipulated, and are also regular in payment of interest as applicable.

(c) In respect of the aforesaid loans, there is no amount which is overdue for more than ninety days.

iv. The Company is a Non-Banking Finance Company registered with the Reserve Bank of India and engaged in the business of fi nancing. Accordingly, the provision of Section 185 is not applicable to the Company. According to the information and explanations given to us, the Company has complied with the provisions of Section 186(1) of the Companies Act, 2013 in respect of the investments made. The other provisions of Section 186 are not applicable to the Company.

v. The Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and the Rules framed there under to the extent notifi ed.

vi. The Central Government of India has not specifi ed the maintenance of cost records under sub-section (1) of Section 148 of the Act for any of the products of the Company.

vii. (a) According to the information and explanations

given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues in respect of income tax, though there has been a slight delay in a few cases, and is regular in depositing undisputed statutory dues, including provident fund, employees’ state insurance, sales tax, service tax, duty of customs, duty of excise , value added tax and other material statutory dues, as applicable, with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of income-tax, sales-tax, duty of customs, duty of excise, value added tax which have not been deposited on account of any dispute. The particulars of dues of service tax as at March 31, 2017 which have not been deposited on account of a dispute, are as follows:

Name of the statute

Nature of dues

Amount(`)

Period to which the amount relates

Forum where the dispute is

pending

Central Excise

Act, 1994

Service Tax

3* 2010-11 to 2015-16

Commissioner (Appeal) of Central Excise,

Customs & Service Tax

Central Excise

Act, 1994

Service Tax

1 2011-12 High Court, Allahabad

*Excluding interest and penalty

viii. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of loans or borrowings to any fi nancial institution or bank or Government or dues to debenture holders as at the balance sheet date.

ix. In our opinion, and according to the information and explanations given to us, the moneys raised by way of private placement of debt instruments and term loans have been applied for the purposes for which they were obtained. The Company has not raised any money by way of initial public offer or further public offer.

x. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company by its offi cers or employees, noticed or reported during the year, nor have we been informed of any such case by the Management.

xi. The Company has paid/ provided for managerial

Annexure B to Independent Auditors’ ReportReferred to in paragraph 9 of the Independent Auditors’ Report of even date to the members of Samvardhana Motherson International Limited on the standalone fi nancial statements as of and for the year ended March 31, 2017



remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

xii. As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it, the provisions of Clause 3(xii) of the Order are not applicable to the Company.

xiii. The Company has entered into transactions with related parties in compliance with the provisions of Sections 177 and 188 of the Act. The details of such related party transactions have been disclosed in the fi nancial statements as required under Accounting Standard (AS) 18, Related Party Disclosures specifi ed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

xiv. The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of Clause 3(xiv) of the

Order are not applicable to the Company.

xv. The Company has not entered into any non cash transactions during the year with its directors or persons connected with them. Accordingly, the provisions of Clause 3(xv) of the Order are not applicable to the Company.

xvi. The Company is required to, and has been registered under Section 45-IA of the Reserve Bank of India Act, 1934 as a Core Investment Company [Non-Deposit Taking Systemically Important (CIC-ND-SI)].





Auditor’s AddiƟ onal Report

The Board of the DirectorsSamvardhana Motherson International LimitedPlot No 1, Sector 127, Noida-Greater Expressway,Noida - 201301, Uttar Pradesh

1. This report is issued in accordance with the requirements of Master Direction - Non-Banking Financial Companies Auditors Report (Reserve Bank) Directions, 2016 (the “Directions”).

2. We have audited the accompanying fi nancial statements of Samvardhana Motherson International Limited (hereinafter referred to as the “Company”) comprising Balance Sheet as at March 31, 2017 and the related Statement of Profi t and Loss and Cash Flow Statement for the year ended on that date, on which we have issued our report dated May 30, 2017.

Management’s Responsibility for the Financial Statements 3. The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies

Act, 2013 (“the Act”) with respect to the preparation of these standalone fi nancial statements to give a true and fair view of the fi nancial position, fi nancial performance and cash fl ows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specifi ed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal fi nancial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the fi nancial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

4. The Management is also responsible for compliance with the Reserve Bank of India (RBI or Bank) Act, 1934 and other relevant RBI circulars and guidelines applicable to Non Banking Financial Companies, as amended from time to time, and for providing all the required information to RBI.

Auditors’ Responsibility5. Pursuant to the requirements of the Directions referred to in paragraph 1 above it is our responsibility to

examine the audited books and records of the Company for the year ended March 31, 2017 and report on the matters specifi ed in the Directions to the extent applicable to the Company.

6. We conducted our examination in accordance with the ‘Guidance Note on reports or Certifi cates for Special Purposes’ issued by the Institute of Chartered Accountants of India. The Guidance Note requires that we comply with the ethical requirements of the Code of Ethics issued by the Institute of Chartered Accountants of India.

7. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements.

Opinion8. Based on our examination of the audited books and records of the Company for the year ended March

31, 2017 as produced for our examination and the information and explanations given to us we report that:

8.1 The Company is engaged in the business of non-banking fi nancial institution and has obtained a certifi cate of registration (CoR) N-13.02168 dated March 7, 2017 (old registration no. N-14.03309 dated September 11, 2014) from the Bank’s Department of Non-Banking Supervision, Mumbai Regional Offi ce.

8.2 The Company is entitled to continue to hold such CoR in terms of its asset pattern as on March 31, 2017.



8.3 The Board of Directors of the Company has passed a resolution in its meeting held on June 22, 2015 for non-acceptance of public deposits.

8.4 The Company has not accepted any public deposits during the year ended March 31, 2017.

8.5 The Company has complied with the prudential norms relating to income recognition, accounting standards, asset classifi cation and provisioning for bad and doubtful debts as applicable to it in terms of Non-Banking Financial Company - Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016;

8.6 The quarterly statement of capital funds, risk assets / exposures and risk asset ratio (NBS – 7) has been furnished to the Bank on April 13, 2017 within the stipulated period based on the unaudited books of account. Para 6 – “Requirement as to capital adequacy” of Prudential Norms is not applicable to the Company. Accordingly, the question of commenting on whether the Company had correctly arrived at and disclosed the capital adequacy ratio (CRAR), based on the audited/unaudited books of account, in the return submitted to the Bank in Form NBS – 7 and such ratio is in compliance with the minimum CRAR prescribed by the Bank does not arise.

Restriction on Use 9. Our obligations in respect of this report are entirely separate from, and our responsibility and liability is

in no way changed by, any other role we may have (or may have had) as auditors of the Company or otherwise. Nothing said in this report, nor anything said or done in the course of or in connection with the services that are the subject of this report, will extend any duty of care we may have in our capacity as auditors of any fi nancial statements of the Company.

10. This report is issued pursuant to our obligations under Directions to submit a report on additional matters as stated in the above Directions, to the Board of Directors of the Company and should not be used by any other person or for any other purpose. Price Waterhouse Chartered Accountants LLP neither accepts nor assumes any duty or liability for any other purpose or to any other party to whom our report is shown or into whose hands it may come without our prior consent in writing.


Chartered Accountants

Ashok NarayanaswamyPartner

Membership Number: 095665

Place: Noida

Date: May 30, 2017



Standalone Financial Statements



(All amounts in ` million, unless otherwise stated)

Notes As AtMarch 31, 2017

As AtMarch 31, 2016

EQUITY AND LIABILITIES Shareholders' Funds

Share Capital 3 4,736 4,736

Reserves and Surplus 4 3,061 4,283

7,797 9,019 Non- Current Liabilities Long-Term Borrowings 5 6,080 6,000

Other Long-Term Liabilities 6 654 167

Long-Term Provisions 7 3,217 2,875

9,951 9,042 Current LiabilitiesShort-Term Borrowings 8 1,790 1,789

Trade Payables

Total Outstanding Dues of Micro Enterprises and Small Enterprises; and

- -

Total Outstanding Creditors other than Micro and Small Enterprises

9 10 8

Other Current Liabilities 10 3,546 3,361

Short-Term Provisions 11 11 34

5,357 5,192 TOTAL EQUITY AND LIABILITIES 23,105 23,253 ASSETS Non- Current Assets Fixed AssetsTangible Assets 12 5 7

Capital Work in Progress * 0 -

Non-Current Investments 13 20,616 19,200

Long-Term Loans and Advances 14 1,975 1,567

22,596 20,774 Current Assets Current Investments 15 - 1,020

Trade Receivables 16 20 31

Cash and Bank Balances 17 299 610

Short-Term Loans and Advances 18 168 650

Other Current Assets 19 22 168

509 2,479 TOTAL ASSETS 23,105 23,253 Summary of Signifi cant Accounting Policies 2

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

Balance Sheet

The accompanying notes are an integral part of these fi nancial statements.

This is the Balance Sheet referred to in our report of even date

For Price Waterhouse Chartered Accountants LLPFirm Registration Number: 012754N/ N500016 For and on behalf of the Board

Ashok Narayanaswamy Ashok Tandon Vivek Chaand SehgalPartner (Director & CFO) (Director) M.No.: 095665 DIN 00032733 DIN 00291126

Place: Noida Pooja Mehra Date : May 30, 2017 (Company Secretary)



The accompanying notes are an integral part of these fi nancial statements.

This is the Statement of Profi t & Loss referred to in our report of even date




Statement of Profi t and Loss(All amounts in ` million, unless otherwise stated)

Notes For the Year EndedMarch 31, 2017

For the Year EndedMarch 31, 2016

REVENUE

Revenue from Operations 20 372 2,655

Other Income 21 173 36

TOTAL REVENUE 545 2,691

EXPENSES

Employee Benefi ts Expense 22 144 104

Other Expenses 23 517 2,486

TOTAL EXPENDITURE 661 2,590

Profi t/(Loss) before Finance Cost and Depreciation (116) 101

Finance Costs 24 1,104 1,132

Profi t/(Loss) for the year before Depreciation (1,220) (1,031)

Depreciation 25 2 3

Profi t/(Loss) before tax (1,222) (1,034)

Tax Expense - -

Profi t/(Loss) for the year (1,222) (1,034)

Earnings/ (Loss) per share 34

Nominal value per share : ` 10 (Previous year : ` 10)

Basic : ` per share (2.58) (2.18)

Diluted : ` per share (2.58) (2.18)

Summary of Signifi cant Accounting Policies 2






A. Cash Flows from Operating Activities:Profi t/(Loss) before taxation (1,222) (1,034)Adjustments for: Depreciation 2 3

Interest Expenses 69 186

Premium on redemption of Debentures 972 893

Unrealised Foreign Currency (gain)/loss 3 (9)

Interest Income (240) (233)

Income from Investments - Dividend Income (68) (2,326)

Profi t on sale of investments (97) -

Dividend Re-invested * - 0

Provision for doubtful advances written back (15) -

Short Term Gain on Mutual Fund (6) -

Provision for Gratuity and Compensated Absences (2) 5

Provision for Diminution in Long-Term Investments * 0 1,241

Mark to Market gain on derivatives transaction (53) (17)

Provision for Doubtful Advances 336 1,064

Discount on issue of Commercial Paper 55 42

Operating profi t before Working Capital changes (266) (185)

Adjustments for changes in working capital :

- (Increase)/ Decrease in Trade receivables 11 (7)

- (Increase)/ Decrease in loans and advances 39 (1,000)

- Increase/ (Decrease) in Trade Payables 2 (4)

- Increase/ (Decrease) in Other Current liabilities 14 16

Cash used in operations before tax and dividend income (200) (1,180)

- Dividend Received from Subsidiaries and Joint Venture Companies

68 2,326

- Interest Received on Short Term Loans 231 307

Net Cash used in Operating Activities 99 1,453 Taxes (Paid) (Net of Refunds) 2 18

Net Cash used in Operating Activities 101 1,471

B. Cash Flows from Investing activities:Purchase of Tangible Assets (1) (2)

Proceeds from sale/ redemption of Long Term Investments (Shares)

121 28

(Purchase)/ sale of Investments (Mutual Funds)- (net) 1,026 (882)

Purchase of Investments (shares) (1,440) (872)

Realisation from derivative transactions 205 -

Net cash used in Investing Activities (89) (1,728)

Cash Flow Statement





C. Cash fl ows from fi nancing activities:Interest paid (97) (173)

Other Borrowing Cost paid (987) (972)

Repayment of Short Term Borrowings (3,550) (3,000)

Proceeds from Short Term Borrowings 3,496 4,247

Repayment of Long Term Borrowings (2,500) (5,350)

Proceeds from Long Term Borrowings 3,280 6,000

Net cash from fi nancing activities (358) 752

Net Increase in Cash & Cash Equivalents (346) 495

Cash and cash equivalents as at beginning of the year 610 115

Cash and cash equivalents as at end of the year 264 610

Cash and cash equivalents comprise of:

Cash on Hand * 0 0

Balance in Current Account 264 610

TOTAL 264 610 Notes1. The above Cash Flow Statement has been prepared under the indirect method as set out in Accounting Standard

3 on “Cash Flow Statement” notifi ed under section 211(3C) of the Companies Act 1956 [Companies (Accounting Standards) Rules 2006, as amended] and other relevant provisions of the Companies Act, 2013.

2. Figures in brackets indicate cash outgo.

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

The accompanying notes are an integral part of these fi nancial statements

This is the Cash Flow Statement referred to in our report of even date






Notes to the fi nancial statements(All amounts in ` million, unless otherwise stated)


1. General Information Samvardhana Motherson International Limited (“SMIL” or “the Company”), is incorporated in India on December 9,

2004 to act as a Holding Company to hold/ make investments in Group companies which are primarily engaged in business in the automotive sector. The Company was promoted by Mr. V.C. Sehgal, promoter of the Samvardhana Motherson Group. The Company is a public limited company that has listed its Non-Convertible Debentures on December 1,, 2015 on the Bombay Stock Exchange.

The Company received the Certifi cate of Registration as a Non-Deposit Taking Systemically Important Core Investment Company (“CIC-ND-SI”) vide Certifi cate No. N-14.03309 dated September11, 2014 issued by the Reserve Bank of India (“RBI”) under CIC Directions vide letter dated November 13, 2014. During the year, the Company has shifted its registered offi ce from State of Delhi to State of Maharashtra, at Mumbai and therefore the Company has received a new Certifi cate of Registration as a Non-Deposit Taking Systemically Important Core Investment Company (“CIC-ND-SI”) vide Certifi cate No. N-13.02168 dated March 07, 2017 issued by the Reserve Bank of India (“RBI”) in lieu of earlier certifi cate. By virtue of the above registration, the provisions of section 45-IA (1)(b) of the Act shall not apply to the Company being a Systemically Important Core Investment Company subject to the condition that it meets the capital requirements and leverage ratio as specifi ed in Master Direction – Core Investment Companies (Reserve Bank) Directions, 2016 dated August 25, 2016. More than 90% of its total assets are invested in long term investments in Group companies and more than 60% of investment in equity shares of Group companies as a proportion of net assets.

RBI Disclaimer: (a) Reserve Bank of India does not accept any responsibility or guarantee about the present position as to the fi nancial soundness of the Company or for the correctness of any of the statements or representations made or opinions expressed by the Company and for discharge of liability by the Company: (b) Neither is there any provision in law to keep, nor does the Company keep any part of the deposits with the Reserve Bank and by issuing the Certifi cate of Registration to the Company, the Reserve Bank neither accepts nor guarantee for the payment of the public funds to any person/body corporate.

2. Summary of Signifi cant Accounting Policies2.1 Basis of Preparation These fi nancial statements have been prepared in accordance with the generally accepted accounting principles

in India under the historical cost convention on accrual basis. Pursuant to section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014, till the standards of accounting or any addendum thereto are prescribed by Central Government in consultation and recommendation of the National Financial Reporting Authority, the existing Accounting Standards notifi ed under the Companies Act, 1956 shall continue to apply.

Consequently, these fi nancial statements have been prepared to comply in all material aspects with the accounting standards notifi ed under Section 211(3C) of the Companies Act 1956 [Companies (Accounting Standards) Rules, 2006, as amended] and the other relevant provisions of the Companies Act, 2013, NBFC Master Directions 2016 and CIC Master Directions 2016.

All assets and liabilities have been classifi ed as current or non-current as per the Company’s operating cycle and other criteria set out in the Schedule III (Division I) to the Companies Act, 2013 read with NBFC Direction, 2015 as aforesaid. Based on the nature of products and the time between the acquisition of assets for processing and their realisation in cash and cash equivalents, the Company has ascertained its operating cycle as 12 months for the purpose of current – non-current classifi cation of assets and liabilities.

2.2 Use of Estimates The preparation of fi nancial statements in conformity with accounting principles generally accepted in India

requires the management to make estimates and assumptions that affect the reported amount of asset and liabilities as at Balance Sheet date, reported amount of revenue and expenses for the year and disclosures of contingent liabilities as at the Balance Sheet date. The estimates and assumptions used in the accompanying fi nancial statement are based upon management’s evaluation of relevant facts and circumstances as at the date of the fi nancial statements. Actual results could differ from estimates.

2.3 Tangible Assets Tangible Assets are stated at acquisition cost, net of accumulated depreciation and accumulated impairment

losses, if any.

Subsequent expenditures related to an item of Property Plant and Equipment are added to its book value only if they increase the future benefi ts from the existing asset beyond its previously assessed standard of performance.




Losses arising from the retirement of, and gains or losses arising from disposal of Property Plant and Equipment which are carried at cost are recognised in the Statement of Profi t and Loss.

Depreciation is provided on a pro-rata basis on the straight-line method over the estimated useful lives of the assets, as follows:

Assets Useful Lives (years)

Leasehold improvements Over the period of lease

Offi ce Equipment 5 years

Computers 3 years

2.4 Impairment of Assets Assessment is done at each balance sheet date as to whether there is any indication that the tangible assets may

be impaired. If any such indication exists, an estimate of the recoverable amount of the asset/cash generating unit is made. Recoverable amount is higher of an asset’s or cash generating unit’s net selling price and its value in use. Value in use is the present value of estimated future cash fl ows expected to arise from the continuing use of an asset and from its disposal at the end of its useful life. For the purpose of assessing impairment, the recoverable amount is determined for an individual asset, unless the asset does not generate cash infl ows that are largely independent of those from other assets or groups of assets. The smallest identifi able group of assets that generates cash infl ows from continuing use that are largely independent of the cash infl ows from other assets or groups of assets, is considered as a cash generating unit (CGU). An asset or CGU whose carrying value exceeds its recoverable amount is considered impaired and is written down to its recoverable amount. Assessment is also done at each balance sheet date as to whether there is any indication that an impairment loss recognised for an asset in prior accounting periods may no longer exist or may have decreased. An impairment loss is reversed to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined if no impairment loss had previously been recognised.

2.5 Investments Investments that are readily realisable and are intended to be held for not more than one year from the date on

which such investments are made, are classifi ed as current investments. All other investments are classifi ed as long term investments. Current investments are carried at cost or fair value, whichever is lower.

Long term Investments are carried at cost. In respect of investments acquired pursuant to the scheme of amalgamation, cost includes fair value of such investments as on the date of amalgamation i.e., February 1, 2007, as per the Scheme of Amalgamation as approved by the High Court of Delhi in December 2007. However, a provision for diminution is made to recognise a decline, other than temporary, in the value of long-term investments. Such reduction is being determined and made for each investment individually.

The Company, being regulated as Non-Banking Financial Company (NBFC) by the RBI, investments are classifi ed under two categories i.e. Current and Long-Term and valued in accordance with RBI guidelines and the Accounting Standard (AS) 13 on ‘Accounting for Investments’.

2.6 Foreign Currency Translation Initial Recognition On initial recognition, all foreign currency transactions are recorded by applying to the foreign currency amount

the exchange rate between the reporting currency and the foreign currency at the date of the transaction.

Subsequent Recognition As at the reporting date, non-monetary items which are carried in terms of historical cost denominated in a

foreign currency are reported using the exchange rate at the date of the transaction. All non-monetary items which are carried at fair value or other similar valuation denominated in a foreign currency are reported using the exchange rates that existed when the values were determined.

All monetary assets and liabilities in foreign currency are restated at the end of accounting year.

A monetary asset or liability is termed as a long-term foreign currency monetary item, if the asset or liability is expressed in a foreign currency and has a term of 12 months or more at the date of origination of the asset or liability.

Exchange differences on restatement of all other monetary items are recognised in the Statement of Profi t and Loss.




Derivative Instruments The premium or discount arising at the inception of forward exchange contracts entered into to hedge an

existing asset/liability, is amortised as expense or income over the life of the contract. Exchange differences on such a contract are recognised in the Statement of Profi t and Loss in the reporting period in which the exchange rates change. Any profi t or loss arising on cancellation or renewal of such a forward exchange contract are recognised as income or as expense for the period.

Derivatives other than those which are accounted for under AS 11 are initially recognized at fair value on date a derivative contract in entered into and are subsequently re-measured to their fair value at the end of each reporting period.

2.7 Revenue Recognition The Company’s principal sources of income are dividends from its investments, interest income and income

from rendering of services to its Group companies.

i. Dividend income is recognized when the Company’s right to receive payment is established and is included under the head “Revenue from operations” in the statement of Profi t and Loss.

ii. Interest Income is recognized on a time proportion basis taking into account the principal outstanding and the rate applicable except that no income is recognized on non-performing assets as per the prudential norms for income recognition issued by the RBI for NBFC (CIC). Interest income on such assets is recognized on receipt basis.

iii. Income from support service fees for rendering of services to Group companies is recognized on accrual basis and net of taxes except that no income is recognized on non-performing assets as per the prudential norms for income recognition issued by the RBI for NBFC (CIC). Income on such services is recognized on receipt basis.

2.8 Employee Benefi ts Provident Fund Contribution towards provident fund for certain employees is made to the regulatory authorities, where the

Company has no further obligations. Such benefi ts are classifi ed as defi ned contribution schemes as the Company does not carry any further obligations, apart from the contributions made on a monthly basis.

Gratuity The Company provides for gratuity, a defi ned benefi t plan (the “Gratuity Plan”) covering eligible employees in

accordance with the Payment of Gratuity Act, 1972. The Gratuity Plan provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employee’s salary and the tenure of employment. The Company funds the benefi ts through annual contributions to Life Insurance Corporation of India (LIC) under its Group’s Gratuity Scheme. The Company’s liability is actuarially determined (using the Projected Unit Credit method) at the end of each year. Actuarial losses/ gains are recognized in the Statement of Profi t and Loss in the year in which they arise.

Compensated Absences Accumulated compensated absences, which are expected to be availed or encashed within 12 months from

the end of the year end are treated as short term employee benefi ts. The obligation towards the same is measured at the expected cost of accumulating compensated absences as the additional amount expected to be paid as a result of the unused entitlement as at the year end.

Accumulated compensated absences, which are expected to be availed or encashed beyond 12 months from the end of the year end are treated as other long term employee benefi ts. The Company’s liability are actuarially determined (using the Projected Unit Credit method) at the end of each year. Actuarial losses/ gains are recognised in the Statement of Profi t and Loss in the year in which they arise.

2.9 Operating Leases As a Lessee Leases in which a signifi cant portion of the risks and rewards of ownership are retained by the lessor are

classifi ed as operating leases. Payments made under operating leases are charged to the Statement of Profi t and Loss on a straight-line basis over the period of the lease.

2.10 Current and Deferred Tax Tax expense for the period, comprising current tax and deferred tax, is included in the determination of the net

profi t or loss for the period. Current tax is measured at the amount expected to be paid to the tax authorities in accordance with the taxation laws prevailing in the respective jurisdictions.




Deferred tax is recognised for all timing differences, subject to the consideration of prudence in respect of deferred tax assets. Deferred tax assets are recognised and carried forward only to the extent that there is a reasonable certainty that suffi cient future taxable income will be available against which such deferred tax assets can be realised. Deferred tax assets and liabilities are measured using the tax rates and tax laws that have been enacted or substantively enacted by the Balance Sheet date. In situations, where the Company has unabsorbed depreciation or carry forward losses under tax laws, all deferred tax assets are recognised only to the extent that there is virtual certainty supported by convincing evidence that they can be realised against future taxable profi ts. At each Balance Sheet date, the Company re-assesses unrecognised deferred tax assets, if any.

Current tax assets and current tax liabilities are offset when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle the asset and the liability on a net basis. Deferred tax assets and deferred tax liabilities are offset when there is a legally enforceable right to set off assets against liabilities representing current tax and where the deferred tax assets and the deferred tax liabilities relate to taxes on income levied by the same governing taxation laws.

2.11 Borrowing Costs(i) Borrowing costs including loan processing fees are charged to Statement of Profi t and Loss in the year in

which they are incurred.

(ii) Premium on redemption of debentures has been amortized over the repayment period.

(iii) In respect of commercial paper issued by the Company, the difference between the redemption value and acquisition cost of Commercial Paper is amortised over the tenure of the instrument. The liability as at the Balance Sheet date in respect of such instruments is recognised at face value net of unamortised discount.

2.12 Provisions and Contingent Liabilities Provisions Provisions are recognised when there is a present obligation as a result of a past event, it is probable that an

outfl ow of resources embodying economic benefi ts will be required to settle the obligation and there is a reliable estimate of the amount of the obligation. Provisions are measured at the best estimate of the expenditure required to settle the present obligation at the Balance sheet date and are not discounted to its present value.

Impairment on Loans Loan loss provision in respect of non-performing loans are made based on management’s assessment of

degree of impairment of the loans and estimates of recoverability / realisation of the loans, subject to minimum provisioning level prescribed in accordance with prudential norms of Reserve Bank of India.

A standard provision is also made by the Company 0.35% on the standard assets outstanding and disclose under “Short-Term Provisions” in note 11 of the fi nancial statement as required by the Reserve Bank of India.

Contingent Liabilities Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence

of which will be confi rmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from past events where it is either not probable that an outfl ow of resources will be required to settle or a reliable estimate of the amount cannot be made.

2.13 Cash and Cash Equivalents In the cash fl ow statement, cash and cash equivalents include cash in hand, demand deposits with banks,

other short-term highly liquid investments with original maturities of three months or less.

2.14 Earnings per Share (EPS) Basic earnings per share are calculated by dividing the net profi t or loss for the period attributable to equity

shareholders by the weighted average number of equity shares outstanding during the period. Earnings considered in ascertaining the Company’s earnings per share is the net profi t/ (loss) for the period. The weighted average number of equity shares outstanding during the period and for all years presented is adjusted for events, such as bonus shares, other than the conversion of potential equity shares that have changed the number of equity shares outstanding, without a corresponding change in resources. For the purpose of calculating diluted earnings per share, the net profi t or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period is adjusted for the effects of all dilutive potential equity shares.




As atMarch 31, 2017

As atMarch 31, 2016

3. Share Capital

Authorised

900,000,000 (March 31, 2016 : 900,000,000) Equity Shares of `10/- each 9,000 9,000

Issued


Subscribed and Paid up


Total 4,736 4,736

a. Reconciliation of number of shares

Equity Shares As at March 31, 2017 As at March 31, 2016

Number Amount Number Amount

Balance as at the beginning of the year 47,36,13,855 4,736 47,36,13,855 4,736

Balance as at the end of the year 47,36,13,855 4,736 47,36,13,855 4,736

b. Rights, preferences and restrictions attached to shares Equity Shares: The Company has only one class of equity shares having a par value of ` 10/- per share. Each holder of equity is entitled to one vote per share held. The Company declares and pays dividends in Indian rupees. The dividend, if proposed by the Board of Directors, is subject to the approval of the shareholders in the Annual General Meeting, except in case of interim dividend.

In the event of liquidation of the Company, the equity shareholders are eligible to receive the remaining assets of the Company, after distribution of all preferential amounts, in proportion to their shareholding.

c. Details of shareholders holding more than 5% shares of the aggregate shares of the Company

Equity shares of ` 10 each fully paid up

As at March 31, 2017 As at March 31, 2016

No. of Shares % of holding No. of Shares % of holding

Equity shareholders

Shri Sehgals Trustee Company Private Limited

12,15,90,869 25.67% 12,15,90,869 25.67%

Vivek Chaand Sehgal 10,05,27,391 21.23% 10,05,27,391 21.23%

Renu Alka Sehgal 10,98,25,286 23.19% 10,98,25,286 23.19%

Radha Rani Holdings Pte Limited 6,67,80,000 14.10% 6,67,80,000 14.10%

Sojitz Corporation 3,06,12,843 6.46% 3,06,12,843 6.46%




As atMarch 31, 2017

As atMarch 31, 2016

4. Reserves and Surplus

Capital Reserve

Capital reserve on amalgamation

Balance as at the beginning of the year 2,402 2,402

Balance as at the end of the year 2,402 2,402

Securities Premium Account

Balance as at the beginning of the year 3,263 3,263

Balance as at the end of the year 3,263 3,263

Surplus / (Defi cit) in Statement of Profi t and Loss

Balance as at the beginning of the year (1,382) (348)

Profi t/ (Loss) for the year (1,222) (1,034)

Balance as at the end of the year (2,604) (1,382)

TOTAL 3,061 4,283

Non-Current Portion Current MaturitiesAs at

March 31, 2017As at

March 31, 2016As at

March 31, 2017As at

March 31, 20165. Long Term Borrowings

Secured Debenture: 0% Redeemable Non-Convertible Debentures [refer note (i-a) below]

4,000 6,000 3,200 2,500

Loan: Loan from Other than Banks [refer note (i-b) below]

1,747 - - -

Unsecured Loans: Loan from Other than Banks [refer note (ii-a) below]

333 - - -

Less: Disclosed under “Other Current Liabilities” (refer note 10)

- - (3,200) (2,500)

TOTAL 6,080 6,000 - -




i) Nature of Security and Terms of Repayment for Secured borrowings :

Nature of Security Terms of Repayment

a) Nil (March 31, 2016 : 100), 0% redeemable non convertible debentures having face value of ` 10 million each amounting to ` Nil (March 31, 2016 : 1000 million) allotted on February 20, 2014 have been secured by pledge of Nil (March 31, 2016 : 9,993,571) equity shares held in Motherson Sumi Systems Limited. Margin of 1.6 times to be maintained.

100 NCDs redeemed in single instalment in February 2017. Redemption on 12.5% premium over face value calculated on the basis of 12.5% YTM compounding annually.

Nil (March 31, 2016 : 150), 0% redeemable non convertible debentures having face value of ` 10 million each amounting to ̀ Nil (March 31, 2016 : 1,500 million) allotted on March 26, 2014 have been secured by pledge of Nil (March 31, 2016: 15,667,890) equity shares held in Motherson Sumi Systems Limited. Margin of 1.6 times to be maintained.

Series C: 150 NCDs redeemed in single instalment in March 2017. Redemption on 12.5% premium over face value calculated on the basis of 12.5% YTM compounding annually.

200 (March 31, 2016 : 200), 0% redeemable non convertible debentures having face value of ` 10 million each amounting to ` 2,000 million allotted on November 19, 2015 have been secured by pledge of 13,500,000 (March 31, 2016: 16,400,000) equity shares held in Motherson Sumi Systems Limited. Margin of 1.8 times to be maintained. These NCDs are listed on Bombay Stock Exchange.

Redemption on 9.9822% premium over face value calculated on the basis of 9.9822% YTM compounding annually. NCDs are due for redemption in December 2018.

200 (March 31, 2016 : 200), 0% redeemable non convertible debentures having face value of ` 10 million each amounting to ` 2,000 million allotted on December 3, 2015 have been secured by pledge of 12,800,000 (March 31, 2016: 16,700,000) equity shares held in Motherson Sumi Systems Limited. Margin of 1.8 times to be maintained. These NCDs are listed on Bombay Stock Exchange.

Redemption on 10% premium over face value calculated on the basis of 10% YTM compounding annually. NCDs are due for redemption in January 2019.

200 (March 31, 2016 : 200), 0% redeemable non convertible debentures having face value of ` 10 million each amounting to ` 2,000 million allotted on March 09, 2016 have been secured by pledge of 12,200,000 (March 31, 2016: 16,000,000) equity shares held in Motherson Sumi Systems Limited. Margin of 1.68 times to be maintained

Redemption on 10% premium over face value calculated on the basis of 10% YTM compounding annually. NCDs are due for redemption in September 2017.

120 (March 31, 2016 : Nil), 0% redeemable non convertible debentures having face value of ` 10 million each amounting to ` 1,200 million allotted on September 1, 2016 have been secured by pledge of 7,300,000 (March 31, 2016: Nil) equity shares held in Motherson Sumi Systems Limited. Margin of 1.68 times to be maintained

Redemption on 9.25% premium over face value calculated on the basis of 9.25% YTM compounding annually. NCDs are due for redemption in November 2017.

(b) Loan from a fi nance company amounting to ` 1747 million (March 31, 2016: ` Nil) has been secured by pledge of 11,400,000 (March 31, 2016: Nil) equity shares held in Motherson Sumi Systems Limited. Margin of 2 times to be maintained.

Repayable in a single instalment in June 2018 @ carrying 8.9% p.a. interest is due on maturity.




ii) Terms of Repayment for Unsecured borrowings :


(a) Loan from a fi nance company amounting to ` 333 million (March 31, 2016: ` Nil).

Repayable in a single instalment in May 2018 @ carrying 9.1% p.a. interest is due on maturity.

As atMarch 31, 2017

As atMarch 31, 2016

6. Other Long - Term Liabilities

Premium on Redemption of Debentures [refer note 41(ii)] 597 167

Interest accrued but not due on borrowings 57 -

TOTAL 654 167

As atMarch 31, 2017

As atMarch 31, 2016

7. Long - Term Provisions

Provision for Employee Benefi ts (refer note 22)

Compensated Absences 10 9

Gratuity 20 -

Other Provision

Provision for Diminution in the value of Non-Current Investments [refer note (i) & (ii) below]

1,673 1,673

Provision for Sub-Standard Assets [refer note (iii) below] 1,326 1,012

Provision for Loss Assets [refer note (iv) below] 188 181

TOTAL 3,217 2,875

i) Provision for Diminution in respect of the Company's Investment in

a) Samvardhana Motherson Finance Services Cyprus Limited 512 512

b) Motherson Sintermetal Technology Limited 631 631

c) Tigers Connect Travel Systems and Solutions Limited 55 55

d) Samvardhana Motherson Refrigeration Product Limited 204 204

e) Motherson Consultancies Service Limited 26 26

f) Magneti Marelli Motherson Shock Absorbers India Private Limited 98 98

g) Motherson Advanced Tooling Solutions Limited 147 147

TOTAL 1,673 1,673




ii) During the year, Company has made a provision aggregating to ` 0* million (March 31, 2016 : ` 1,241 million) in respect of other than temporary diminution in the value of its investments based on future projection in the entities.

Movement of Provision for diminution other than temporary, in the value of investment:

As atMarch 31, 2017

As atMarch 31, 2016

Balance at the beginning of the year 1,673 432

Additions * 0 1,241

Balance at the end of the year 1,673 1,673

Classifi ed as Non-Current 1,673 1,673

Classifi ed as Current - -

Total 1,673 1,673

iii) Provision for Sub-Standard Assets

Subsidiaries:

Motherson Sintermetal Technology Limited 1,326 1,012

Total 1,326 1,012

iv) Provision for Loss Assets

Subsidiaries:

Samvardhana Motherson Refrigeration Product Limited 140 118

Motherson Consultancies Service Limited 48 63

Total 188 181

Movement of Provision on Sub-Standard and Loss Assets:

As atMarch 31, 2017

As atMarch 31, 2016

Balance at the beginning of the year 1,193 129

Additions 336 1,064

Unused amounts reversed 15 -

Balance at the end of the year 1,514 1,193

Classifi ed as Non-Current 1,514 1,193

Classifi ed as Current - -

Total 1,514 1,193





As atMarch 31, 2017

As atMarch 31, 2016

8. Short- Term Borrowings

Secured

Loan from Other than Banks [refer (i) below] 400 1,000

Unsecured

Commercial Paper [refer (ii) below] 1,390 789

TOTAL 1,790 1,789

(i) Nature of Security and Terms of Repayment of Secured Borrowings:


(a) Loan from a fi nance company amounting to ` Nil (March 31, 2016 : ` 1000 million) has been secured by pledge of Nil (March 31,2016: 10,194,500) equity shares held in Motherson Sumi Systems Limited. Margin of 2 times to be maintained.

Repaid in April 2016 carried interest rate @ 10% p.a.

(b) Loan from a fi nance company amounting to ` 400 million (March 31, 2016 : Nil) has been secured by pledge of 2,600,000 (March 31,2016: Nil) equity shares held in Motherson Sumi Systems Limited. Margin of 2 times to be maintained.

Repayable in February 2018, carrying interest rate @ 8.30% which is payable on maturity.

(ii) Terms of Repayment of Unsecured Borrowings:

Borrowings Terms of Repayment

(a) Commercial paper amounting to ̀ 1390 million. (March 31, 2016: 789)

Repayable in May 2017. Refer other details below :

Discount Rate :- 7.45 % to 7.60 %Total Outstanding Balance :- ` 1,400 millionLess :- Unamortised Discount :- ` 10 millionNet Outstanding Balance :- ` 1,390 million

As atMarch 31, 2017

As atMarch 31, 2016

9. Trade Payables

Trade Payables

Total Outstanding Dues of Micro Enterprises and Small Enterprises; and - -

Total Outstanding Creditors other than Micro and Small Enterprises 10 8

TOTAL 10 8




As atMarch 31, 2017

As atMarch 31, 2016

10. Other Current Liabilities

Current Maturities of Long-Term Borrowings (refer note 5) 3,200 2,500

Interest Accrued but not Due on Borrowings 4 89

Employee Benefi ts Payable 23 9

Statutory Dues including Provident Fund and Tax Deducted at Source 18 18

Other Liabilities 19 19

Premium on Redemption of Debentures [refer Note 41(ii)] 282 726

TOTAL 3,546 3,361

As atMarch 31, 2017

As atMarch 31, 2016

11. Short-term provisions

Provision for Employee Benefi ts (refer note 22)

Gratuity - 19

Compensated Absences 7 11

Other Provision

Contingent provision on Standard Assets [refer (i) below] 4 4

TOTAL 11 34

i) Contingency provision represents 0.35% (March 31, 2016 : 0.30%) of the outstanding standard loans, which is in compliance with RBI Master Direction DNBR.PD.008/03.10.119/2016-17 dated September 01, 2016.

12. Tangible Assetsi) Current Year

ParticularsGross Block Depreciation Net Block

April 01, 2016

Additions Disposals March 31, 2017

April 01, 2016

For the year Adjustments March 31, 2017

March 31, 2017

Tangible Assets (Own) Computers * 4 1 0 5 2 1 0 3 2

Offi ce Equipment * 2 0 - 2 2 0 - 2 0

Leasehold Improvements 7 - - 7 2 1 1 4 3

TOTAL 13 1 0 14 6 2 1 9 5

ii) Previous Year

ParticularsGross Block Depreciation Net Block

April 01, 2015

Additions Disposals March 31, 2016

April 01, 2015

For the year Adjustments March 31, 2016

March 31, 2016

Tangible Assets (Own)

Computers 2 2 - 4 1 1 - 2 2

Offi ce Equipment * 2 - - 2 1 1 - 2 0

Leasehold Improvements 7 - - 7 1 1 - 2 5

TOTAL 11 2 - 13 3 3 - 6 7

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




As atMarch 31, 2017

As atMarch 31, 2016

13. Non Current InvestmentsLong Term - Trade Investments (Valued at cost)

a) QUOTED : Equity Shares Investment in Joint Ventures : Motherson Sumi Systems Limited (refer note 5, 8, 26) (refer note (i) below) 11,564 11,564

488,549,846 (March 31, 2016 : 488,549,846) Equity shares of ` 1/- each fully paid up

TOTAL (A) 11,564 11,564

b) UNQUOTED : Equity Shares Investment in Subsidiary Companies: Samvardhana Motherson Finance Services Cyprus Limited (refer note 7) 997 997

46,168 (March 31, 2016 : 46,168) Equity Shares of USD 1/- fully paid up

Samvardhana Motherson Holding (M) Pvt. Limited 66 66

1,325,714 (March 31, 2016 : 1,325,714) Fully paid up Ordinary Shares of no par value

Samvardhana Motherson Refrigeration Product Ltd. (refer note 7) (refer note (ii) below)

12 12

3,999,900 (March 31, 2016 : 3,049,900) Equity Shares of ` 10/- each fully paid up

Motherson Machinery and Automations Limited 5 5

500,000 (March 31, 2016 : 500,000) Equity Shares of ̀ 10/- each fully paid up

Nachi Motherson Tool Technology Limited (refer note 39) 19 19


Motherson Molds and Diecasting Limited 35 35


SAKS Ancillaries Limited 29 29


Motherson Advanced Tooling Solutions Limited (refer note 7) 200 200


Tigers Connect Travel Systems & Solutions Limited (refer note 7) 10 10


Motherson Auto Solutions Limited (refer note (iii) below) 1,920 725





As atMarch 31, 2017

As atMarch 31, 2016

MothersonSumi Infotech & Designs Limited (refer note (iv) below) 102 102


Motherson Consultancies Service Limited (refer note 7) 26 26


Motherson Techno Tools Limited 1,426 1,426


Motherson Sintermetal Technology Limited (refer note 7) 278 278


Samvardhana Motherson Auto Component Private Limited 90 90


Samvardhana Motherson Auto System Private Limited * (refer note (v) below)

10 0

1,009,990 (March 31, 2016 : 9,990) Equity shares of ` 10/- each fully paid up

Motherson Invenzen Xlab Private Limited * 0 0

10,410 (March 31, 2016 : 10,410) Equity shares of ` 10/- each fully paid up

Investment in Joint Venture Companies: AES (India) Engineering Limited 2 2

208,000 (March 31, 2016 : 208,000) Equity Shares of ` 10/- each fully paid up

Spheros Motherson Thermal System Limited 30 30


Matsui Technologies India Limited 20 20


Anest Iwata Motherson Coating Equipment Private Limited 1 1

98,000 (March 31, 2016 : 98,000) Equity Shares of ` 10/- each fully paid up

Nachi Motherson Precision Private Limited (refer note 39) 64 64


Samvardhana Motherson Polymers Limited (refer note (vi) below) 369 265


Anest Iwata Motherson Private Limited (refer note (vii) below) 182 171

21,315,000 (March 31, 2016 : 19,845,000) Equity shares of ̀ 10/- each fully paid up




As atMarch 31, 2017

As atMarch 31, 2016

Motherson Bergstrom HVAC Solutions Private Limited 65 65


Fritzmeier Motherson Cabin Engineering Private Limited 275 275


Nissin Advanced Coating Indo Co. Private Limited (refer note (viii) below) 69 49


CTM India Limited 71 71


Magneti Marelli Motherson Shock Absorbers India Pvt. Limited (refer note (ix) below)(refer note 7)

517 432


Magneti Marelli Motherson India Holding B.V. (refer note (x) below) 193 189

1,020,000 (March 31, 2016 : 1,000,000) Equity B Shares of Euro 1/- each fully paid up

Investment in Associate Companies: Motherson Air Travel Agencies Limited (refer note (xi) below) - 24

Nil (March 31, 2016 : 325,000) Equity Shares of ` 10/- each fully paid up

Investment in Other Companies: Systematic Conscom Limited 1 1

2,500 (March 31, 2016 : 2,500) Equity shares of ` 10/- each fully paid up

ETECHACES Marketing and Consulting Private Limited 50 50

455 (March 31, 2016 : 455) Equity shares of 10/- each fully paid up

c) UNQUOTED : Preference Shares Investment in Subsidiary Companies:

Samvardhana Motherson Holding (M) Pvt. Limited 243 243

3,555,175 (March 31, 2016 : 3,555,175) Fully paid up Redeemable Preference Shares of no par value

Samvardhana Motherson Refrigeration Product Ltd. (refer note 7) 192 192

19,200,000 (March 31, 2016 : 19,200,000) 7% Optionally Convertible Cummulative Redeemable

Preference shares of ` 10/- each fully paid up

Motherson Advanced Tooling Solutions Limited 332 332



Tigers Connect Travel Systems & Solutions Limited (refer note 7) 45 45




As atMarch 31, 2017

As atMarch 31, 2016



Motherson Invenzen Xlab Private Limited (refer note (xii) below) 50 33

4,990,000 (March 31, 2016 : 3,250,000) 3% Optionally Convertible Redeemable


Motherson Sintermetal Technology Limited (refer note 7) 353 353

35,320,000 (March 31, 2016 : 35,320,000) 2% Optionally Convertible Redeemable


Investment in Joint Venture Companies: Spheros Motherson Thermal System Limited 9 9

931,000 (March 31, 2016 : 931,000) 5% Optionally Convertible Non-Cumulative

Redeemable Preference Shares of ` 10/- each fully paid up

Anest Iwata Motherson Private Limited (refer note (vii) below) - 10

NIL (March 31, 2016 : 1,470,000) 3 % Optionally Convertible Redeemable

Preference Shares of ` 10/- each fully paid up

Magneti Marelli Motherson Auto System Private Limited 560 560

56,000,000 (March 31, 2016 : 56,000,000) 0% Compulsarily Convertible Non-Cummulative

Preference Shares of ` 10/- each fully paid up

Investment in Other Companies: ETECHACES Marketing and Consulting Private Limited 130 130

1000 (March 31, 2016 : 1000) Compulsorily Convertible

D series Preference Shares of ` 100/- each fully paid up

GC WEB VENTURES PVT. LTD. (refer note (xii) below) 4 -

86 (March 31,2016 : NIL) Compulsorily Convertible

Series C2 Preference Shares of ` 250/- each fully paid up

TOTAL (B) 9,052 7,636

GRAND TOTAL (A) + (B) 20,616 19,200

Aggregate amount of quoted investments 11,564 11,564

Market Value of quoted investments 1,81,692 1,30,394

Aggregate amount of unquoted investments 9,052 7,636

Aggregate provision for diminution in value of investments (refer note 7 above) 1,673 1,673

i) The Company has received NIL (March 31, 2016 : 162,783,282) equity shares of ` 1/- each as bonus shares in proportion of one equity share for two equity shares of Motherson Sumi Systems Limited and purchased additional NIL (March 31, 2016 : 200,000) equity shares of Motherson Sumi Systems Limited.

ii) During the year, the Company has purchased 950,000 (March 31, 2016 : NIL) equity shares of ` 10 each fully paid up of Samvardhana Motherson Refrigeration Product Ltd from its 100% subsidiary Samvardhana Motherson Finance Services Cyprus Limited at ` 0.01 per share.




iii) During the year, 119,460,000 (March 31, 2016 : NIL) equity shares of ` 10 each fully paid up of Motherson Auto Solution Limited were allotted to the Company on right’s basis.

iv) During the year, Company has purchased 2200 (March 31, 2016 :1985) equity shares at ` 29.43 (March 31, 2016 : ` 29.43) per share of Motherson Sumi Infotech & Designs Limited from 5 (March 31 2016: 3) Individuals. Further preference shares NIL (March 31, 2016 : 2,750,000) redeemed on maturity.

v) During the year, 1,000,000 (March 31, 2016 : NIL) equity shares of ` 10 each fully paid up of Samvardhana Motherson Auto System Private Limited were allotted to the Company on right’s basis.

vi) During the year, 45,080 (March 31, 2016 : NIL) equity shares of ` 10 each fully paid up of Samvardhana Motherson Polymer Limited were allotted to the Company on right’s basis.

vii) During the year, 1,470,000 (March 31, 2016 : 980,000) 3% optionally Convertible Redeemable preference shares of Anest Iwata Motherson Private Limited held by the Company were converted into 1,470,000 (March 31, 2016 : 980,000) equity shares of ` 10 each fully paid up.

viii) During the year, 1,960,000 (March 31, 2016 : NIL) equity shares of ` 10 each fully paid up of Nissin Advanced Coating Indo Co. Private Limited were allotted to the Company on right’s basis.

ix) During the year, 8,500,000 (March 31, 2016 : 5,000,000) equity shares of ̀ 10 each fully paid up of Magneti Marelli Motherson Shock Absorbers India Private Limited were allotted to the Company on rights basis.

x) During the year, 20,000 equity B shares of Euro 1 each of Magneti Marelli Motherson India Holding B.V were alloted to the Company on right’s basis.

xi) During the year, the Company has sold 325,000 equity shares of ` 10 each fully paid up of Motherson Air Travel Agencies Limited.

xii) During the year, the Company purchased 1,740,000 3% Optionally convertible redeemable preference shares of ` 10 each fully paid up of Motherson Invenzen Xlab Private Limited.

xiii) During the year, the Company has entered into an agreement with G.C. Web Ventures Private Limited and purchased 86 Compersorily Convertible Series C2 preference shares of G.C. Web Ventures Private Limited.

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

As atMarch 31, 2015

As atMarch 31, 2014

14. Long -Term Loans and Advances

Unsecured, considered good (unless otherwise stated)

As per NBFC Guidelines [refer note (i) below]- Standard

Loans to Subsidiaries 427 152

Loans to other related parties 18 -

Unsecured, considered good- Standard

Loans to Employees 1 2

Security Deposits 15 14

Unsecured, considered doubtful:

As per NBFC Guidelines [refer note (ii) below]- Sub-Standard]

Loans to Subsidiaries (refer note 32) 1,326 1,218

As per NBFC Guidelines [refer note (ii) below]- Loss Assets]

Loans to Subsidiaries (refer note 32) 188 181

TOTAL 1,975 1,567




i) As per NBFC Guidelines- Standard

Particulars As atMarch 31, 2017

As atMarch 31, 2016

Unsecured, considered good Standard Assets 445 152

TOTAL 445 152

Name of Party As atMarch 31, 2017

As atMarch 31, 2016

Subsidiaries: Motherson Advanced Tooling Solutions Ltd. 257 -

Motherson Invenzen Xlab Pvt. Ltd. 55 -

Samvardhana Auto Component Pvt Ltd 115 -

Samvardhana Motherson Holding (M) Pvt. Ltd. - 152

Other: Motherson Bergstrom HVAC Solutions Private Limited 18 -

TOTAL 445 152

ii) As per NBFC Guidelines- Sub-standard / Loss Assets


As atMarch 31, 2016

Unsecured, considered doubtful Sub-standard Assets 1,326 1,218

Loss Assets 188 181

TOTAL 1,514 1,399


As atMarch 31, 2016

Subsidiaries: Sub Standard Assets Motherson Sintermetal Technology Limited 1,326 1,218

TOTAL 1,326 1,218


As atMarch 31, 2016

Subsidiaries: Loss Assets Samvardhana Motherson Refrigeration Product Ltd. 140 118

Motherson Consultancies Service Limited 48 63

TOTAL 188 181




As atMarch 31, 2017

As atMarch 31, 2016

15. Current InvestmentsAt cost or fair value, whichever is lessQuoted Reliance Liquid Fund - Treasury Plan - Daily Dividend - 300

NIL (March 31, 2016 : 196,361.167) Units @ NIL (March 31, 2016 : ` 1,528.74) per unit

Kotak Floater Short Term - Regular Plan - Daily Dividend - 120

NIL (March 31, 2016 : 118,694.1955) Units @ NIL (March 31, 2016 : ` 1011.62) per unit

ICICI Prudential Liquid - Regular Plan - Daily Dividend - 600

NIL (March 31, 2016 : 5,998,252.167) Units @ NIL (March 31, 2016 : ` 100.0989) per unit

TOTAL - 1,020 Aggregate amount of Quoted Investments - 1,020

Market Value of Quoted Investments - 1,020

As atMarch 31, 2017

As atMarch 31, 2016

16. Trade ReceivablesUnsecured, considered good Outstanding for a period exceeding six months from the date they are due for payment

- -

Others [refer note (i) below] 20 31

TOTAL 20 31 i) Includes recoverable from 16 (March 31, 2016 : 8) companies having common directors

20 31

As atMarch 31, 2017

As atMarch 31, 2016

17. Cash and Bank BalancesCash and cash equivalents Cash on hand * 0 0

Balance with Banks - in current account 264 610

TOTAL (A) 264 610

Other bank balances

Deposits with maturity more than 3 months but less than 12 months 35 -

[Against Bank Guarantee - refer note 26(i)] TOTAL (B) 35 - TOTAL (A + B) 299 610





As atMarch 31, 2017

As atMarch 31, 2016

18. Short- Term Loans and Advances

Unsecured, considered good, unless otherwise stated:

As per NBFC Guidelines [refer note (i) below]- Standard

Loans to Subsidiaries (refer note 32) 149 510

Loans to other related parties (refer note 32) - 116

Unsecured, considered good- Standard

Advance Income Tax [Net of Provision of ` 55 million] (March 31, 2016 : ` 63 million)

5 7

Service Tax recoverable 2 3

Prepaid Expenses 2 1

Loan to Employees 1 1

Other advances 9 12

TOTAL 168 650

i) As per NBFC Guidelines- Standard


As atMarch 31, 2016

Unsecured, considered good

Standard Assets 149 626

TOTAL 149 626

Name of Parties As atMarch 31, 2015

As atMarch 31, 2014

Subsidiaries

Motherson Advanced Tooling Solutions Ltd. - 208

Motherson Auto Solutions Ltd. - 104

Mothersonsumi Infotech & Designs Ltd. - 198

Samvardhana Motherson Holding (M) Pvt. Ltd. 149 -

TOTAL 149 510

Other Related Parties

Motherson Bergstrom HVAC Solutions Private Limited - 18

Samvardhana Motherson Polymers Ltd. - 98

TOTAL - 116




As atMarch 31, 2017

As atMarch 31, 2016

19. Other Current Assets

Unsecured, considered good

Interest accrued from related parties (refer note 32) 22 16

Interest accrued on Fixed Deposit * 0 -

Receivable for mark to market gain on derivatives - 152

TOTAL 22 168

Name of Parties As atMarch 31, 2017

As atMarch 31, 2016

Subsidiaries:

Motherson Auto Solutions Ltd. - 4

Motherson Bergstrom HVAC Solutions Private Limited * - 0

Motherson Sintermetal Technology Limited * - 0

Mothersonsumi Infotech & Designs Ltd. - 3

Motherson Invenzen Xlab Pvt. Ltd 4 -

Samvardhana Motherson Holding (M) Private Limited * 18 9

TOTAL 22 16


For the Year Ended

March 31, 2017

For the Year Ended

March 31, 2016

20. Revenue from Operations

Consultancy Income 64 96

Dividend Income

- from Subsidiary companies 18 78

- from Joint Venture companies and others 50 2,248

Interest Income

- from Subsidiaries and Joint Venture companies # 238 233

- from Banks * 2 0

TOTAL 372 2,655

# Includes ` NIL (March 31, 2016 : ` 8 Million) prior period interest income recognised in current year on cash basis in accordance with prudential norms. (refer note 2.7 (ii))




For the Year Ended

March 31, 2017

For the Year Ended

March 31, 2016

21. Other Income

Gain on Sale of Investments 97 -

Foreign Exchange Fluctuations Gain (net) - 18

Mark to Market gain on derivatives transaction 53 17

Provision for doubtful advance written back 15 -

Short term gain on mutual funds 6 -

Miscellaneous Income 2 1

TOTAL 173 36

For the Year Ended

March 31, 2017

For the Year Ended

March 31, 2016

22. Employee Benefi ts Expense

Salaries and Bonus 121 87

[net of recoveries of ` 21 million (March 31, 2016 : ` 24 million)]

Contribution to Provident & Other Funds [refer note (i) below] 13 8

[net of recoveries of ` 2 million (March 31, 2016 : ` 2 million)]

Gratuity [refer note (ii) below] 9 8

Staff Welfare Expenses 1 1

TOTAL 144 104

The details of liabilities recognised by the Company in respect of long term defi ned benefi ts and contribution schemes in accordance with Accounting Standard 15 (Revised 2005) for its employees are as under:

i) Defi ned Contribution Plans: The Company deposits an amount determined at a fi xed percentage of basic pay every month to the State Administered Provident Fund and National Pension fund (for employees who opted NPS scheme) for the benefi t of employees. Accordingly, the Company’s contribution during the year has been charged to the Statement of Profi t and Loss and disclosed under Contribution to Provident & Other Funds, as below:

Particulars For the Year Ended

March 31, 2017

For the Year Ended

March 31, 2016

Provident Fund 12 9

National Pension Scheme 3 -

Administration / EDLI charges * 0 1

Less : Recovered from Group companies (refer note 32) 2 2

TOTAL 13 8





ii) Defi ned Benefi t Plans: Gratuity The Company operates a gratuity plan administered through Life Insurance Corporation of India (LIC) under its Group Gratuity Scheme.

Every employee of the Company is entitled to a benefi t equivalent to fi fteen days salary last drawn for each completed year of service in line with Payment of Gratuity Act, 1972. The same is payable at the time of separation from the Company or retirement, whichever is earlier. The benefi t vest after fi ve years of continuous service.

Leave encashment /Compensated absences The employees are entitled for leave for each year of service and part thereof and subject to the limits specifi ed, the unavailed portion of such leaves can be accumulated or encashed during /at the end of the service period. The plan is not funded.

(a) Present Value of Defi ned Benefi t Obligation

Gratuity Compensated AbsencesYear ended Year ended

March 31, 2017

March 31, 2016

March 31, 2017

March 31, 2016

Balance at the beginning of the year 36 27 20 20

Current Service Cost 4 3 2 2

Interest Cost 2 2 1 2

Acquisition Adjustment 1 1 1 -

Actuarial (gain) / loss 4 3 (2) (4)

Benefi ts Paid (11) - (5) -

Balance at the end of the year 36 36 17 20

(b) Fair Value of Plan Assets


March 31, 2017

March 31, 2016

March 31, 2017

March 31, 2016

Balance at the beginning of the year 17 13 - -

Expected return on plan assets 1 1 - -

Actuarial gain / (loss) * (0) 0 - -

Contributions by the Company - 3 - -

Benefi ts paid (2) - - -

Balance at the end of the year 16 17 - -

Actual return on Plan Assets 1 1 - -

(c) Major Category of Plan Assets as % to total Plan Assets


March 31, 2017

March 31, 2016

March 31, 2017

March 31, 2016

LIC of India 100% 100% - -

Total 100% 100% - -Note :- In respect of Employees Gratuity Fund, composition of plan assets is not readily available from LIC of India. The expected rate of return on assets is determined based on the assesment made at the beginning of the year on the return expected on its existing portfolio, along with the estimated increment to the plan assets and expected yield on the respective assets in the portfolio during the year.




(d) Assets and Liabilities recognized in the Balance Sheet


March 31, 2017

March 31, 2016

March 31, 2017

March 31, 2016

Present Value of the defi ned benefi t obligations 36 36 17 20

Fair value of the plan assets 16 17 - -

Funded status / Difference 20 19 17 20

Unrecognized actuarial (gains) / losses - - - -

Amount recognized as Liability 20 19 17 20

Recognised Under

Non-current (refer Note 7) 20 - 10 9

Current (refer Note 11) - 19 7 11

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

ii) Defi ned Benefi t Plans: (e) Expense recognised in the Statement of Profi t and Loss


March 31, 2017

March 31, 2016

March 31, 2017

March 31, 2016

Current Service Cost 4 3 2 2 Interest Cost 2 2 1 2 Expected return on plan assets (1) (1) - - Actuarial (gain) / loss 4 4 (2) (4)Fund Management Charges * - 0 - - Net defi ned benefi t obligations cost 9 8 1 -

(f) Actuarial assumptions


March 31, 2017

March 31, 2016

March 31, 2017

March 31, 2016

Discount Rate 7.20% 7.88% 7.20% 7.88%Future salary increases 8.00% 8.00% 8.00% 8.00%Expected return on plan assets 8.00% 8.50% 0.00% 0.00%

The estimates of future salary increases considered in actuarial valuation, take amount of infl ation, seniority, promotion and other relevant factors such as supply and demand factors in the employment market.

(g) Amount recognized in current year and previous four years:

Year endedMarch 31,

2017March 31,

2016March 31,

2015March 31,

2014March 31,

2013Gratuity

Defi ned benefi t obligations 36 36 27 18 17

Plan assets 16 17 13 8 10

Defi cit /(Surplus) 20 19 14 10 7

Compensated Absences

Defi ned benefi t obligations 17 20 20 14 15

Plan assets - - - - -

Defi cit /(Surplus) 17 20 20 14 15





(h) Expected Contribution to the funds in the next year

Particulars Year EndedMarch 31, 2017

Year EndedMarch 31, 2016

Gratuity 4 4

The contribution to Gratuity and leave encashment has been made on group basis and separate fi gures applicable to any individual employee are not available. Therefore contribution to Gratuity and leave encashment has not been considered in above computation.

For the Year Ended

March 31, 2017

For the Year Ended

March 31, 2016

23. Other Expenses [refer (i) below]

Vehicle Repair & Maintenance 5 3

Rates and Taxes 1 2

Legal and Professional Charges 27 53

Payment to Auditors

- Audit fee 5 5

- Other services 2 3

- Reimbursement of expenses * 0 0

Director's Sitting fees * 0 0

Lease rent (operating lease) (Refer note 33) 48 36

Business Promotion 29 36

Travelling Expenses 28 21

Communication Expenses 2 2

Insurance Expenses 2 2

Foreign Exchange Fluctuations Loss (net) 4 -

Donation 3 2

Provision for Diminution in Long Term Investments * 0 1,241

Provision for Doubtful Advances 336 1,064

Miscellaneous Expenses 25 16

TOTAL 517 2,486

(i) Other Expenses are net of the following recoveries (refer note 32):

Expense Head

Vehicle Repair & Maintenance - 1

Travelling Expenses 8 8

Miscellaneous Expenses 1 1

TOTAL 9 10* Amount is below the rounding off norm adopted by the Company




For the Year Ended

March 31, 2017

For the Year Ended

March 31, 2016

24. Finance Costs

Interest Expense on:

- Interest on long term borrowings 63 82

- Interest on other borrowings 6 104

Other Borrowing Cost

- Premium on redemption of Debentures [refer Note 41 (ii)] 972 893

- Discount on Issue of Commercial Paper 55 42

- Others 8 11

TOTAL 1,104 1,132

For the Year Ended

March 31, 2017

For the Year Ended

March 31, 2016

25. Depreciation

Depreciation on Tangible Assets (refer note 12) 2 3

TOTAL 2 3

As atMarch 31, 2017

As atMarch 31, 2016

26. Contingent Liabilities:

i) Guarantees issued on behalf of others :

a) Bank Guarantee from Yes Bank to Directorate of Town and Country Planning, Chennai on behalf of Motherson Auto Solutions Limited (Lien over fi xed deposit with Yes Bank of ` 35 million)Actual amount outstanding against facility ` 330 million (March 31, 2016 : ` NIL)

330 -

b) Corporate Guarantee to Ratnakar Bank on behalf of Motherson Sintermetal Technology Limited Actual amount outstanding against facility ` 309 million (March 31, 2016 : ` NIL)

381 -

c) Corporate Guarantee to Yes Bank, New Delhi on behalf of Motherson Advanced Tooling Solutions Limited, wholly owned subsidiary. Actual amount outstanding against facility ` 336 million (March 31, 2016 : ` 336 million)

480 350




As atMarch 31, 2017

As atMarch 31, 2016

d) Corporate Guarantee to Hero FinCorp Limited on behalf of Motherson Auto Solutions Limited, to the extent of our interest in the subsidiary i.e. 66% Actual amount outstanding against facility ` NIL (March 31, 2016 : ` 757 million)

- 757

e) Corporate Guarantee to HDFC Bank, New Delhi on behalf of Samvardhana Motherson Auto Component Private Limited, wholly owned subsidiary. Actual amount outstanding against facility ` 206 million (March 31, 2016 : ` 170 million)

356 186

f) Corporate Guarantee of EURO Nil (March 31, 2016 : EURO 11 million) given to HDFC Bank Ltd for loan of EURO 10 mn, on behalf of Motherson Sintermetal Products, S.A. Spain Actual amount outstanding against facility ` Nil (March 31, 2016: ` 531 million)

- 829

g) Corporate Guarantee of EURO 22 million (March 31, 2016 : 22 million) given to ING Bank in respect of the loan facility availed by Samvardhana Motherson Holding (M) Pvt Ltd, wholly owned subsidiary. Further, Loan facility is secured by pledge of 9,000,000 (March 31, 2016 : 12,500,000) equity shares of Motherson Sumi Systems Ltd. held by the Company and charge on its assets by way of Hypothecation over current account no. 916020013180296 held with Axis Bank Limited, Sector 16, Noida Branch.Actual amount outstanding against facility ` 1,450 million (March 31, 2016 : ` 1,583 million)

1,519 1,658

h) Corporate Guarantee of EURO 10.5 million (March 31, 2016 : Nil) given to Standard Chartered Bank, London in respect of the loan facility availed by Motherson Sintermetal Technology BV. Actual amount outstanding against facility ` 691 million (March 31, 2016 : ` Nil)

725 -

Total 3,791 3,780

ii) Based on the observation of service tax audit performed by Central Excise Authority, Noida during the earlier year, the Company has received order from Assistant Commissioner, Service Tax for demand of service tax of ` 3 million along with interest and penalty which company has disputed. The Company has fi lled appeal with Commisioner of Appeal, Service tax where the matter is pending with Commsisioner of Appeal. The Department’s demand cum show cause notice also included penalty which is not quantifi able at this stage.

a) it is not practiable for the company to estimate the timings of cash outfl ow, if any, in respect of the above, pending resolution of the respective proceedings.

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




27. Capital and Other Commitmentsi) Letter of Support The Company has given letters of support to its Joint Venture Companies, Samvardhana Motherson Polymer

Limited and Magneti Marelli Motheson Shock Absorbers India Pvt. Ltd.(Previous Year Motherson Bergstrom HVAC Solution Pvt. Ltd and Magneti Marelli Motheson Shock Absorbers India Pvt. Ltd) and in respect of subsidiary companies, Samvardhana Motherson Holdings (M) Private Limited, Samvardhana Motherson Refrigeration Product Ltd., Motherson Advance Tooling Solution Ltd., Samvardhana Motherson Finance Services Cyprus Limited, Motherson Sintermetal Technology Limited and Motherson Consultancies Services Ltd. (Previous year Samvardhana Motherson Holdings (M) Private Limited, Samvardhana Motherson Refrigeration Product Ltd., Motherson Advance Tooling Solution Ltd., Samvardhana Motherson Finance Services Cyprus Limited and Motherson Consultancies Services Ltd.) to enable the said companies to continue the operations.

ii) Letter of Comfort The Company has provided letters of comfort aggregating ` 1,143 million (March 31, 2016 : ` 1,228 million) on

behalf of Joint Venture Companies, Magneti Marelli Motherson Shock Absorbers India Pvt. Ltd and Magneti Marelli Motherson Auto System Limited (March 31, 2016 : Magneti Marelli Motherson Shock Absorbers India Pvt. Ltd and Magneti Marelli Motherson Auto System Limited) and on behalf of Subsidiary Companies, Motherson Sintermetal Technology Ltd., (March 31, 2016 : Motherson Sintermetal Technology Ltd.,) to ensure meet their obligations in respect of fund and non fund based facilities availed by them from banks.

For the Year Ended

March 31, 2017

For the Year Ended

March 31, 2016

28. Earnings in foreign currency

Consultancy Income * 0 55

Interest on loan 9 17

TOTAL 9 72

For the Year Ended

March 31, 2017

For the Year Ended

March 31, 2016

29. Expenditure in foreign currency:

Travel Expenditure 6 5

Conference/ Business Promotion 5 9

Professional Charges 7 13

Director’s sitting Fees expenses * 0 0

TOTAL 18 27




30 Derivative instruments and Unhedged foreign Currency Exposure a) Derivatives outstanding as at reporting date:

CurrencyFor the Year Ended

March 31, 2017 March 31, 2016

The Company has entered in to an “INR to Euro Principal Only”’ Swap deal on September 26, 2014 of INR 1000 million, matured on September 30, 2016, with Axis Bank Ltd, Mumbai with an underlying transaction of Zero Coupon Secured Non-Convertible Debentures Series A (ISIN Number INE750H07030).

EURO : INR

EURO NIL INR NIL

EURO 13

INR 1,000

b) Particulars of unhedged foreign exposure as at the reporting date:

As atMarch 31, 2017

As atMarch 31, 2016

Trade Payable

EURO *` 0

EURO 0 ` 1

EURO 0

JPY *` 0

JPY 0 -

Trade Receivable

EURO * ` 7

EURO 0 -

USD * ` 0

USD 0 ` 3

USD 0

Loans and Advances

USD ` 167USD 3

` 162USD 2

c) Mark to Market losses/(gain):

For the Year Ended

March 31, 2017

For the Year Ended

March 31, 2016

Mark to Market accounted for (53) (17)

31 Segment Reporting SMIL is an Investment Company and holds investment, extend loans and provides consulting services to number of subsidiaries, Joint Ventures and Other Consolidated Entities Which in the context of Accounting Standard 17 “Segment Reporting” constitutes a single reportable primary/ secondary segment, hence no additional disclosure are required.





32 Related Party Disclosures: (a) Names of related parties and nature of relationship.

A. Relationships where control exists: Subsidiaries: SAKS Ancillaries Ltd.

Motherson Machinery and Automations Ltd.

Nachi Motherson Tool Technology Ltd. (refer note 39)

Tigers Connect Travel Systems & Solutions Ltd.

Motherson Molds and Diecasting Ltd.

Samvardhana Motherson Finance Services Cyprus Ltd.

Samvardhana Motherson Refrigeration Product Ltd.

Motherson Advanced Tooling Solutions Ltd.

Samvardhana Motherson Holding (M) Pvt. Ltd.

Motherson Auto Solutions Ltd.

Motherson Sumi Infotech & Designs Ltd. (MIND)

MSID US Inc. (held by MIND)

Samvardhana Motherson Virtual Analysis Ltd (held by MIND)

Motherson Auto Engineering Service Ltd. (held by MIND)

MothersonSumi Infotekk and Designs GMBH (held by MIND)

MothersonSumi Infotech and Designs SG Pte. Ltd. (MIND SG) (held by MIND)

MothersonSumi Infotech and Designs KK (held by MIND SG)

Motherson Consultancies Service Ltd.

Motherson Sintermetal Technology Ltd. (MSTL)

Motherson Sintermetal Technology BV (MST BV) (held by MSTL)

Motherson Sintermetal Products SA (held by MST BV)

Samvardhana Motherson Auto System Pvt. Ltd.

Samvardhana Motherson Auto Component Pvt. Ltd.

Motherson Techno Tools Ltd. (MTTL)

Motherson TechnoTools Mideast (FZE) (held by MTTL)

Motherson Invenzen Xlab Pvt. Ltd. (w.e.f April 30, 2015)

B. Other related parties i) Joint Ventures:

Motherson Sumi Systems Ltd. and its subsidiaries

Anest Iwata Motherson Coating Equipment Pvt. Ltd.

Anest Iwata Motherson Pvt. Ltd. (AIM)




Fritzmeier Motherson Cabin Engineering Pvt. Ltd.

Nissin Advanced Coating Indo Co. Pvt. Ltd.

Motherson Bergstrom HVAC Solutions Pvt. Ltd.

Magneti Marelli Motherson Auto System Pvt Ltd.

Magneti Marelli Motherson Holding India B.V.

Air Factory Energy Ltd. (Merged with AIM w.e.f April 1, 2015 vide High Court order dated December 19, 2016)


CTM India Ltd.

Nachi Motherson Precision Pvt. Ltd. (refer note 39)




Samvardhana Motherson Global Holdings Limited and its subsidiaries

Samvardhana Motherson Polymers Limited

Woco Motherson Elastomer Ltd. (till May 30, 2015)

Woco Motherson Advanced Rubber Technologies Ltd. (till May 30, 2015)

ii) Associates: Motherson Air Travel Agencies Ltd. (till December 31, 2016)

iii) Companies in which Key Managerial Personnel or their relatives have control/ signifi cant infl uence: Radha Rani Holdings Pte Ltd.

Motherson Auto Ltd.

Motherson Lease Solution Ltd.

Spirited Auto Cars (I) Ltd.

Systematic Conscom Ltd.

Samvardhana Employees Welfare Trust

Shri Sehgals Trustee Company Pvt. Ltd.

Sehgal Family Trust

Advance Technologies and Automotive Resources Pte. Ltd.

Field Motors Pvt. Ltd.

JSRR Holdings (M) Pvt. Ltd.

Ganpati Auto Industries (Partnership Firm)

Southcity Motors Pvt. Ltd.

Vaaman Auto Industry (Partnership Firm)

Motherson Engineering Research and Integrated Technologies Ltd.

Moon Meadows Pvt. Ltd.

Sisbro Motor and Workshop Pvt. Ltd.

Motherson (Partnership Firm)

Nirvana Niche Products Pvt Ltd (Formerly known as Nirvana Agro Products Pvt. Ltd.)

Motherson Innovative Technologies and Research

ATAR Mauritius Pvt. Ltd.

MAS Middle East Ltd. (FZE)

Edcol Global Pte. Ltd.

Nirvana GmbH

A Basic Concepts Design Pty. Ltd.

SCCL Infra Projects Limited

Samvardhana Motherson Global FZE, Dubai

SCCL Global Project (FZE)

Advantedge Technology Partners Pvt. Ltd.

Advantedge Incubators Pvt. Ltd.

Swarn Lata Motherson Trust

Motherson Air Travel Agencies Ltd. (w.e.f. January 1, 2017)

Calsonic Kansei Motherson Auto Products Pvt. Ltd.

Kyunshin Industrial Motherson Pvt. Ltd

MATA GmbH

iv) Joint Venturers Sojitz Corporation

Zanotti Spa

Magneti Marelli S.p.A.

F Holding GmbH




Nissin Electric Co. Ltd

Anest Iwata Corporation

Nachi Fujikoshi Corporation

Matsui Manufacturing Company Limited

AES Global Pte. Ltd.

Spheros GmbH

Michael Bernhard Gnann

Sumitomo Electric Hardmetal Corp.

Bergstrom Inc., USA

Soami Saran Saini

Prashant Dalmia

Amit Kumar Upadhyay

Ravi Shankar Prasad

Mohit Joshi

Amit Varshney v) Key Managerial Personnel a) Board of Directors

Mr. Vivek Chaand Sehgal*

Mr. Laksh Vaaman Sehgal*

Mr. Ashok Tandon, whole time Director

Mr. Bimal Dhar

Mr. Hiroshi Morimoto

Mr. Vivek Avasthi

Ms. Geeta Soni

Ms. Nilu Mehra

Mr. Dhruv Mehra, whole time Director

Ms. Madhu Bhaskar

Mr. Ramesh Dhar, whole time Director

Mr. Mikihisa Takayama (till November 11, 2016)

Mr. Hideo Hatada (w.e.f November 11, 2016)

Mr. Yasuhiro Kawamura (Alternate director to Mr. Hideo Hatada)

*Person exercising signifi cant infl uence over the Company

b) Other KMP Ms. Pooja Mehra, Company Secretary

vi) Relatives of Key Managerial Personnel Ms. Nilu Mehra (Sister of Mr. Vivek Chaand Sehgal)

Ms. Vidhi Sehgal (Daughter of Mr. Vivek Chaand Sehgal)

Mrs.Renu Alka Sehgal (Wife of Mr. Vivek Chaand Sehgal)

Ms. Samriddhi Sehgal (Daughter in Law of Mr. Vivek Chaand Sehgal)

Master Siddh Vaasav Sehgal (Son of Mr. Laksh Vaaman Sehgal)

vii) Subsidiary of Company’s Holding Company NIL

viii) Director (Other than Independent Director) or KMP of the Holding Company or his relative NIL




Deta

ils o

f si

gnifi

cant tr

ansa

ctio

ns,

in the o

rdin

ary

cours

e o

f b

usi

ness

at

com

merc

ial t

erm

s, a

nd

bala

nces

with

re

late

d p

art

ies

as

me

ntio

ne

d a

bo

ve:

S. No.

Parti

cular

sPa

rties

men

tione

d in

32 (A

) abo

vePa

rties

men

tione

d in

32 (B

) (i)

abov

ePa

rties

men

tione

d in

32 (B

) (ii)

abov

ePa

rties

men

tione

d in

32 (B

) (iii)

abov

ePa

rties

men

tione

d in

32

(B) (

iv) ab

ove

Parti

es m

entio

ned

in32

(B) (

v) (a

) &

(b) a

bove

Tota

l

Curre

nt

year

Prev

ious

Ye

arCu

rrent

ye

arPr

evio

us

Year

Curre

nt

year

Prev

ious

Ye

arCu

rrent

ye

arPr

evio

us

Year

Curre

nt

year

Prev

ious

Ye

arCu

rrent

ye

arPr

evio

us

Year

Curre

nt

year

Prev

ious

Ye

ar1

Div

iden

d r

ecei

ved

* 1

8 7

8 4

6 2

,230

-

-

0

0

-

-

-

-

6

4 2

,308

2

Con

sulta

ncy

Inco

me

* 4

1 3

2

2 3

4 -

0

1

5

6 -

1

-

-

6

4 9

4 3

Inve

stm

ents

mad

e 1

,222

8

3 2

12

609

-

-

-

-

-

-

-

-

1

,434

6

92

4In

vest

men

ts s

old

/ red

eem

ed -

2

8 -

-

-

-

2

4 -

-

-

-

-

2

4 2

8 5

Inve

stm

ents

pur

chas

ed *

0

509

-

-

-

-

-

-

-

-

-

-

0

5

09

6S

hare

s A

pp

licat

ion

mon

ey p

aid

1,2

22

123

2

12

50

-

-

-

-

-

-

-

-

1,4

34

173

7

Loan

con

vert

ed in

to s

hare

/ sha

re a

pp

licat

ion

-

513

-

-

-

-

-

-

-

-

-

-

-

5

13

8D

eben

ture

con

vert

ed in

to e

qui

ty s

hare

-

117

-

-

-

-

-

-

-

-

-

-

-

1

17

9In

tere

st o

n IC

D C

onve

rted

into

sha

re/s

hare

ap

plic

atio

n -

5

-

-

-

-

-

-

-

-

-

-

-

5

10P

refe

renc

e sh

are

conv

erte

d in

to e

qui

ty s

hare

-

-

10

7

-

-

-

-

-

-

-

-

10

7

11Lo

an g

iven

dur

ing

the

year

957

1

,420

-

3

3 -

-

-

-

-

-

-

-

9

57

1,4

53

12Lo

an r

ecei

ved

bac

k d

urin

g th

e ye

ar 9

25

481

9

8 -

-

-

-

-

-

-

-

-

1

,023

4

81

13Lo

ans

avai

led

dur

ing

the

year

-

-

-

-

-

-

-

-

-

-

-

2

5 -

2

5 14

Loan

s re

pai

d d

urin

g th

e ye

ar

-

-

-

-

-

-

-

-

-

-

-

25

-

25

15R

eim

bur

sem

ent o

f Exp

ense

s (r

ecov

ery)

* 0

-

3

2 1

1 -

-

0

-

-

-

-

-

3

2 1

1 16

Rei

mb

urse

men

t of E

xpen

ses

(exp

ense

) -

-

1

1 2

-

-

2

0 3

7 -

-

-

-

3

1 3

9 17

Rem

uner

atio

n/ S

ittin

g F

ees

of D

irect

ors

and

K

MP

-

-

-

-

-

-

-

-

-

-

37

24

37

24

18In

tere

st in

com

e 2

29

226

9

7

-

-

-

-

-

-

-

-

2

38

233

19

Pro

visi

on fo

r d

oub

tful a

dva

nce

writ

ten

bac

k 1

5 -

-

-

-

-

-

-

-

-

-

-

1

5 -

20

Oth

er E

xpen

ses:

aP

rofe

ssio

nal C

harg

es *

-

0

7

13

-

-

8

7

-

-

-

-

15

20

bTr

avel

ling

Exp

ense

s -

-

-

-

-

2

0 2

8 -

-

-

-

-

2

8 2

0 c

Con

fere

nce

Exp

ense

s *

-

-

-

-

-

-

-

1

-

-

-

-

-

1

dC

omp

uter

Exp

ense

s 3

2

1

1

-

-

-

-

-

-

-

-

4

3

e

Vehi

cle

Rep

air

& M

aint

enan

ce *

-

-

-

-

-

-

0

-

-

-

-

-

0

-

fR

ent p

aid

-

-

-

-

-

3

20

12

-

-

-

-

20

15

gR

epai

r an

d M

aint

enan

ce -

-

-

-

-

-

5

4

-

-

-

-

5

4

h

Leas

e re

nt -

-

-

-

-

-

2

8 2

0 -

-

-

-

2

8 2

0 i

Pro

visi

on fo

r D

imin

utio

n in

Lon

g T

erm

In

vest

men

ts *

0

1,1

43

-

98

-

-

-

-

-

-

-

-

0

1,2

41

jP

rovi

sion

for

Dou

btfu

l Ad

vanc

es 3

36

1,0

64

-

-

-

-

-

-

-

-

-

-

336

1

,064

21

Gua

rant

ee m

ade

dur

ing

the

year

1,7

36

3,1

30

-

-

-

-

-

-

-

-

-

-

1,7

36

3,1

30

22P

urch

ase

of F

ixed

Ass

ets

* 1

2

-

-

-

-

-

-

-

-

-

-

1

2

23

Sec

urity

Dep

osit

giv

en d

urin

g th

e ye

ar -

-

-

-

-

-

2

5

-

-

-

-

2

5

24

Sec

urity

Dep

osit

rece

ived

bac

k d

urin

g th

e ye

ar *

-

-

-

-

-

-

1

0

-

-

-

-

1

0

Balan

ces a

s at y

ear e

nd:

25Le

tter

of C

omfo

rt a

s at

Bal

ance

She

et d

ate

(ref

er n

ote

27 (

ii))

193

4

50

950

7

78

-

-

-

-

-

-

-

-

1,1

43

1,2

28

26S

ecur

ity D

epos

it -

-

-

-

-

-

1

5 1

4 -

-

-

-

1

5 1

4 27

Trad

e R

ecei

vab

les

* 8

1

1

2 2

7 -

-

0

3

-

-

-

-

2

0 3

1 28

Trad

e P

ayab

les

* 1

1

0

-

-

1

7

2

-

-

-

-

8

4

29

Oth

er L

iab

ilitie

s *

1

-

0

-

-

-

-

-

-

-

-

-

1

-

30Lo

ans

giv

en 2

,090

2

,061

1

8 1

16

-

-

-

-

-

-

-

-

2,1

08

2,1

77

31In

tere

st R

ecei

vab

le *

22

16

-

0

-

-

-

-

-

-

-

-

22

16

32G

uara

ntee

mad

e 3

,791

3

,780

-

-

-

-

-

-

-

-

-

-

3

,791

3

,780

33

Am

ount

Rec

over

able

* -

2

-

0

-

-

-

1

-

-

-

-

-

3

34

Em

plo

yee

Ben

efi ts

Pay

able

-

-

-

-

-

-

-

-

-

-

6

-

6

-

35P

rovi

sion

for

Dim

inut

ion

in L

ong

Ter

m

Inve

stm

ents

1,5

75

1,5

75

98

98

-

-

-

-

-

-

-

-

1,6

73

1,6

73

36P

rovi

sion

for

dou

btfu

l ad

vanc

es 1

,514

1

,193

-

-

-

-

-

-

-

-

-

-

1

,514

1

,193

Not

e : T

he C

omp

any

has

giv

en le

tters

of s

upp

ort a

nd le

tters

of c

omfo

rt to

its

Sub

sid

iarie

s an

d J

oint

Ven

ture

Com

pan

ies,

ref

er n

ote

no 2

7 (i)

& (

ii).

* A

mou

nt is

bel

ow th

e ro

und

ing

off

norm

ad

opte

d b

y th

e C

omp

any




Disclosure of Related Parties with whom transactions exceeds 10% of the total related party transactions of the same type.

S. No. Particulars Relation (Refer Note)

Current Year

Previous Year

1 Dividend received :CTM India Ltd. 32 (B) (i) 19 12

Spheros Motherson Thermal System Ltd. 32 (B) (i) 14 8

Motherson Techno Tools Ltd. 32 (A) 8 38

Motherson Sumi Systems Ltd. 32 (B) (i) - 2,198

2 Consultancy Income: Motherson Sumi Systems Ltd. 32 (B) (i) 18 23

Motherson Auto Solution Ltd. * 32 (A) 33 0

MothersonSumi Infotech & Designs Ltd. 32 (A) 7 1

Samvardhana Motherson Global FZE 32 (B) (iii) - 56

3 Interest incomeMotherson Sintermetal Technology Ltd. 32 (A) 155 174

Samvardhana Motherson Polymers Ltd. 32 (B) (i) 7 7

MothersonSumi INfotech & Designs Ltd. 32 (A) 27 3

4 Provision for doubtful advance written backMotherson Consultancies Service Ltd. 32 (A) 15 2

5 Investments made: Motheson Auto Solution Ltd. 32 (A) 1,195 -

Samvardhana Motherson Auto Component Private Ltd. 32 (A) - 90

Frietzmeier Motherson Cabin Engineering Ltd. 32 (B) (i) - 271

Magneti Marelli Motherson Holding India B.V. 32 (B) (i) - 190

Motherson Sumi Systems Ltd. 32 (B) (i) - 50


32 (B) (i) 85 50

6 Investments sold/redeemed to related parties:MothersonSumi INfotech & Designs Ltd. 32 (A) - 28

Motheson Air Travel Ltd. 32 (B) (iii) 24 -

7 Investments purchased from related partiesSamvardhana Motherson Finance Services Cyprus Ltd. *

32 (A) 0 509

8 Share Application Money paidMotherson Auto Solution Ltd. 32 (A) 1,195 -

Samvardhana Motherson Auto Component Pvt. Ltd. 32 (A) - 33

Magneti Marelli Motherson Auto System Pvt. Ltd. 32 (B) (i) - 90


32 (B) (i) 85 50

9 Loan converted into share/ share applicationMotherson Sintermetal Technology Ltd. 32 (A) - 473





Current Year

Previous Year

10 Debenture converted into shareMotherson Sintermetal Technology Ltd. 32 (A) - 117

11 Interest on ICD converted into share / share applicationMotherson Sintermetal Technology Ltd. 32 (A) - 5

12 Preference Shares converted into Equity shares:Anest Iwata Motherson Pvt. Ltd. 32 (B) (i) 10 7

13 Loan given during the year:Motherson Auto Solution Ltd. 32 (A) 308 414

MothersonSumi INfotech & Designs Ltd. 32 (A) 73 198

Motherson Sintermetal Technology Ltd. 32 (A) 230 567

Samvardhana Motherson Auto Component Pvt. Ltd. 32 (A) 116 75

Motherson Advanced Tooling Solutions Ltd. 32 (A) 153 112

14 Loan received back during the yearSamvardhana Motherson Finance Services Cyprus Ltd. 32 (A) - 134

Motherson Advanced Tooling Solutions Ltd. 32 (A) 104 -

Motherson Sintermetal Technology Ltd. 32 (A) 122 -

Motherson Auto Solutions Ltd. 32 (A) 412 310

MothersonSumi Infotech & Designs Ltd. 32 (A) 271 -

15 Security Deposit given during the yearMotherson Leasing Solution Ltd. 32 (B) (iii) 2 5

16 Security Deposit received back during the yearMotherson Leasing Solution Ltd. * 32 (B) (iii) 1 0

17 Loans availed during the yearVivek Chaand Sehgal 32 (B) (v) (a) & (b) - 25

18 Loans repaid during the yearVivek Chaand Sehgal 32 (B) (v) (a) & (b) - 25

19 Reimbursement of ExpensesPayment made to:

MSSL GmbH 32 (B) (i) 5 -

Motherson Auto Ltd. 32 (B) (iii) 17 36

20 Reimbursement of Expenses Received from :

Samvardhana Motherson Automotive Systems Group B.V.

32 (B) (i) 7 7

Motherson Sumi Systems Ltd. 32 (B) (i) 25 3

21 Remuneration/ Sitting Fees of Directors and KMPRamesh Dhar 32 (B) (v) (a) & (b) 13 4

Ashok Tandon 32 (B) (v) (a) & (b) 11 10

Dhruv Mehra 32 (B) (v) (a) & (b) 8 7





Current Year

Previous Year

Pooja Mehra 32 (B) (v) (a) & (b) 4 3

22 Other ExpensesProfessional Charges:SMR Automotive Mirrors Stuttgart GmbH 32 (B) (i) 7 13


Travelling ExpensesMotherson Air Travel Agencies Ltd. 32 (B) (ii) 28 20

Conference ExpensesMotherson Auto Ltd. 32 (B) (iii) - 1

Computer ExpensesMothersonSumi Infotech & Designs Ltd. 32 (A) 3 2


Vehicle Repair & MaintenanceSpirited Auto Car India Ltd. * 32 (B) (iii) 0 -

RentMotherson Air Travel Agencies Ltd. 32 (B) (ii) 6 3


Repair & MaintenanceMotherson Auto Ltd. 32 (B) (iii) 5 4

Lease RentMotherson Lease Solution Ltd. 32 (B) (iii) 28 20

Provision for Diminution in Long Term InvestmentsSamvardhana Motherson Finance Services Cyprus Limited

32 (A) - 512

Motherson Sintermetal Technology Ltd. 32 (A) - 631

Samvardhana Motherson Refrigeration Product Ltd.* 32 (A) 0 -

Provision for Doubtful AdvancesMotherson Sintermetal Technology Ltd. 32 (A) 314 1,012

Samvardhana Motherson Refrigeration Product Ltd. 32 (A) 22 54

23 Purchase of Fixed Assets (Computer)MothersonSumi Infotech & Designs Ltd. 32 (A) 1 2

24 Trade Receivables, balance outstandingSMP Deutschland GmbH * 32 (B) (i) 0 4

MothersonSumi Infotech & Designs Ltd. * 32 (A) 8 0

Samvardhana Motherson Automotive Systems Group B.V.

32 (B) (i) 7 7


25 Trade Payables, balance outstandingMothersonSumi Infotech & Designs Ltd. 32 (A) 1 1

Motherson Air Travel Agencies Ltd. 32 (B) (ii) 1 1





Current Year

Previous Year

Motherson Auto Ltd. * 32 (B) (iii) 3 0

Motherson Lease Solution Ltd. 32 (B) (iii) 2 1

26 Amount Recoverable , balance outstandingSamvardhana Motherson Auto System Pvt. Ltd. 32 (A) - 1

Samvardhana Employees Welfare Trust 32 (B) (iii) - 1

27 Other LiabilitiesMagnetti Marelli Motherson Auto System Pvt Ltd. * 32 (B) (i) 0 -

Samvardhana Motherson Auto System Pvt. Ltd. 32 (A) 1 -

28 Balance of Loans given, outstanding: Samvardhana Motherson Polymers Ltd. 32 (B) (i) - 98


Motherson Sintermetal Technology Ltd. 32 (A) 1,326 1,218

29 Security DepositsMotherson Auto Ltd. 32 (B) (iii) 4 4

Motherson Lease Solution Ltd. 32 (B) (iii) 10 9

30 Interest Receivable Samvardhana Motherson Holding (M) Pvt. Ltd. 32 (A) 18 9

Motherson Auto Solutions Ltd. 32 (A) - 3

Motherson Sintermetal Technology Ltd.* 32 (A) - 0

Motherson Invenzen Xlab Pvt. Ltd. 32 (A) 4 -

MothersonSumi Infotech & Designs Ltd. 32 (A) - 3

31 Employee Benefi ts PayableRamesh Dhar 32 (B) (v) (a) & (b) 6 -

32 Contingent liabilities: refer note 26 (i)33 Provision for Diminution in Long Term Investments

Samvardhana Motherson Finance Services Cyprus Ltd. 32 (A) 512 512

Motherson Sintermetal Technology Ltd. 32 (A) 631 631

Tiger Connect Travel Systems and Solutions Ltd. 32 (A) 55 55



34 Letter of ComfortMotherson Sintermetal Technology Ltd. 32 (A) 193 450

Magneti Marelli Motherson Shock Absorbers India Pvt Ltd.

32 (B) (i) 150 150

Magneti Marelli Motherson Auto System Pvt. Ltd. 32 (B) (i) 801 628

35 Provision for Doubtful AdvancesMotherson Sintermetal Technology Ltd. 32 (A) 1,326 1,012

Motherson Consultancies Service Ltd. 32 (A) 48 63





33. The Company has entered into cancellable operating leases for offi ce premises, equipments and vehicles which range for a period between 11 months and 4 years. Most of the leases are renewable for further period on mutually agreeable terms. Refer below the details of operating lease:

Particulars Current Year Previous YearLease payments recognized in the Statement of Profi t and Loss during the year

48 36

34. Earnings per share

As atMarch 31, 2017

As atMarch 31, 2016

Profi t / (Loss) after tax attributable to Equity Shareholders (1,222) (1,034)

Weighted average number of Equity Shares (Nos.) 47,36,13,855 47,36,13,855

Nominal Value of share (`) 10 10

Basic Earnings / (Loss) per Share (`) (2.58) (2.18)

Diluted Earnings Per Share

The Company does not have any outstanding dilutive potential equity shares. Consequently, the basic & dilutive EPS of the Company remains same.

35. Interest in Joint Ventures:

Country of Incorporation

As atMarch 31, 2017

As atMarch 31, 2016

The Company’s interests, as a venturer, in jointly controlled entities are as below: Name of the Company Motherson Sumi Systems Limited (Consolidated) India 34.81% 36.93%

Anest Iwata Motherson Coating Equipment Private Limited India 49.00% 49.00%

Anest Iwata Motherson Private Limited India 49.00% 49.00%

AES (India) Engineering Limited India 26.00% 26.00%

Spheros Motherson Thermal System Limited India 49.00% 49.00%

Matsui Technologies India Limited India 50.00% 50.00%

Fritzmeier Motherson Cabin Engineering Private Limited India 50.00% 50.00%

Nissin Advanced Coating Indo Co. Private Limited India 49.00% 49.00%

Magneti Marelli Motherson India Holding B.V. Netherlands 50.00% 50.00%

Magneti Marelli Motherson Auto System Private Limited India 50.00% 50.00%

Nachi Motherson Precision Private Limited India 49.00% 49.00%

CTM India Limited India 41.00% 41.00%

Samvardhana Motherson Global Holdings Limited (Consolidated)

Cyprus 49.00% 49.00%

Samvardhana Motherson Polymers Limited (Consolidated) India 49.00% 49.00%

Magneti Marelli Motherson Shock Absorbers India Pvt. Limited

India 50.00% 50.00%

Motherson Bergstrom HVAC Solutions Private Limited India 50.00% 50.00%




The following amounts represent the share of assets and liabilities and revenue and expenses of the joint ventures being jointly controlled entities:

As atMarch 31, 2017

As atMarch 31, 2016

Assets

Non Current Assets

Fixed Assets

Tangible 66,335 58,679

Intangible 16,383 3,742

Capital Work in Progress 17,905 12,773

Intangible assets under development 1 -

Non Current Investments 1,196 1,071

Deferred Tax Assets (Net) 3,604 3,318

Long Term Loans and Advances 3,296 1,627

Other Non Current Assets 7,434 5,228

Current Assets

Current Investments * 0 0

Inventories 43,595 38,182

Trade Receivable 35,359 28,477

Cash and Bank Balances 40,589 17,191

Short Term Loans and Advances 9,241 6,959

Other Current Assets 784 530

Liabilities

Long Term Borrowings 78,163 48,497

Deferred Tax Liability (Net) 2,499 1,788

Other Long Term Liabilities 2,571 1,514

Long Term Provisions 2,168 2,239

Current Liabilities

Short Term Borrowings 4,166 7,427

Trade Payables 64,472 51,222

Other Current Liabilities 27,027 22,252

Short Term Provisions 2,898 2,398

Reserves and Surplus 37,676 23,996

Revenue

Revenue from Operations 3,71,818 3,31,894

Other Income 2,419 2,633




As atMarch 31, 2017

As atMarch 31, 2016

Expenditure 3,53,511 3,18,590

Profi t before tax 20,726 15,937

Provision for tax 6,828 3,852

Profi t after tax 13,898 12,085

Contingent Liabilities

- In respect of Excise, Sales tax & service tax matters 850 387

- Bank Guarantees 330 105

Capital Commitment 2,242 3,837

Corporate/Counter guarantees given by Company on behalf of Joint Ventures

- -


36. In view of tax losses and unabsorbed depreciation, deferred tax asset on timing difference has not been recognized based on principle of prudence and in absence of virtual certainty of suffi cient future taxable income considering nature of business of Investment Company.

37. The Company has framed Corporate Social Responsibility (CSR) Policy in accordance with the provisions of the Companies Act, 2013 and Rules made there under. In view of losses, the Company is not required to spend any amounts on CSR Activities for the year ended March 31, 2017.

38. The Company has appointed independent consultants for conducting a Transfer Pricing Study for the current year to determine whether the transactions with associate enterprises were undertaken at “arms length basis”. Adjustments, if any, arising from the transfer pricing study shall be accounted for as and when the study is completed. The management confi rms that all transactions with associate enterprises are undertaken at negotiated contracted prices on usual commercial terms. The Transfer Pricing Study for the previous years and year ended March 31, 2016 has been obtained and there were no signifi cant adverse comments requiring adjustments in these accounts.

39. The Company has entered into an agreement on March 30, 2017, with Nachi-Fujikoshi Corp., Japan (co-venture partner) for sale of it’s interest in the entities namely Nachi Motherson Precision Private Limited (Joint Venture - 49% stake) and Nachi Motherson Tool Technology Limited (Subsidiary - 74%) for consideration of ` 107.68 Mn and ` 77.32 Mn respectively. This transaction is not yet completed as at the year end.

40. The Company has established a trust namely Samvardhana Employees Welfare Trust (‘the Trust’) for welfare of the employees of the Company and its affi liate companies and for the purposes of establishing, instituting, administrating, managing, implementing and all other matters incidental to the employee stock option plans and/or any other Share Issue Scheme, by whatever name called, introduced or offered by the Company from time to time.

The Company had introduced an employee share purchase scheme in 2006-07, towards which 6.0 million equity shares of ` 10/- each fully paid up were allotted to the Trust at par during the year 2006-07, 2.85 million shares of ` 10/- each fully paid up were allotted during the year 2009-10 at a premium of ` 11/- each, 5.2 million shares of ` 10/- each fully paid up were allotted during the year 2011-12 at a premium of ` 42.1 per share. The shares are allotted to the trust and in turn allotted by the Trust to the employees at the value determined by an independent valuer and hence there is no expense required to be recognized in the Statement of Profi t and Loss of the Company. The Trust has transferred 87,801 (March 31, 2016 : NIL) number of shares of ` 24 million (March 31, 2016: NIL) to the employees of the Company during the year ended March 31, 2017.

41. (i) The Company has privately placed Redeemable Non-Convertible Debentures amounting to ` 1,200 million (March 31, 2016 : ` 6,000 million out of which ` 4,000 million of Redeemable Non-Convertible Debentures had been listed in Bombay Stock Exchange) to various lenders during the year and as per Rule 7 (b) (ii) of Chapter IV, Rule 18 (7) of the Companies (Share Capital and Debentures) Rules, 2014, if an NBFC, which is registered with the RBI, issues debentures on a private placement basis, the said NBFC is not required to create any DRR in respect of the said debentures. The Company had redeemed debentures amounting to ` 2,500 million out of ` 8,500 million issued during the previous years to various lenders along with redemption premium during the year.




The Company is registered with the RBI under Section 45-IA of the RBI Act, 1934 as a Core-investment Company (“CIC”), a class of NBFCs, which are regulated by the RBI in terms of the Core Investment Companies (Reserve Bank) Master Directions 2016. In accordance of the aforesaid provisions, the Company is not required to and has therefore not created Debenture Redemption Reserve.

(ii) The Company is required to pay premium aggregating to ` 1,814 million (March 31, 2016: ` 2,735 million) at the time of redemption of these debentures, out of which the Company has charged off a premium of ` 972 million (March 31, 2016: ̀ 893 million) on proportionate basis in the Statement of Profi t and Loss under the head “Other Borrowing Cost” in Note - 24 (Finance Cost) and disclosed as “Premium on Redemption of Debentures” under Note - 6 (Other Long-Term Liabilities) and Note- 10 (Other Current Liabilities).

42. The Company received a Letter dated March 13, 2012 from the Reserve Bank of India (“RBI”) to make overseas direct investments under automatic route subject to the condition that the existing overseas step down entities acting as SPV or Holding companies are either collapsed or converted into operating entities on or before March 31, 2014 which was further extended till March 31, 2016 by RBI’s letter dated January 20, 2016. During the year, the Company has informed the Reserve Bank of India that it has complied with all conditions as laid out by RBI and approval for Automatic Route has been granted vide letter dated July 26, 2016.

43. The Company received the Certifi cate of Registration (“CoR’) as a Non-Deposit Taking Systemically Important Core Investment Company (“CIC-ND-SI”) vide Certifi cate No. N-14.03309 dated September 11, 2014 issued by the RBI under CIC Directions vide letter dated November 13, 2014. During the year, the Company has shifted its registered offi ce from State of Delhi to State of Maharashtra, at Mumbai and therefore the Company has been granted a new Certifi cate of Registration (“CoR’) as a Non-Deposit Taking Systemically Important Core Investment Company (“CIC-ND-SI”) vide Certifi cate No. N-13.02168 dated March 07, 2017 by the Reserve Bank of India (“RBI”) in lieu of earlier certifi cate.

Further, by virtue of the above registration, the provisions of section 45-IA (1)(b) of the Act shall not apply to the Company being a Systemically Important Core Investment Company subject to the condition that it meets the capital requirements and leverage ratio as specifi ed in Master Direction – Core Investment Companies (Reserve Bank) Directions, 2016 dated August 25, 2016.

Statutory Disclaimer:

(a) The Company is having a valid Certifi cate of Registration dated March 7, 2017 (issued in lieu of earlier certifi cate dated September 11, 2014) issued by the Reserve Bank of India under Section 45-IA of the Reserve Bank of India Act, 1934. However, the RBI does not accept any responsibility or guarantee about the present position as to the fi nancial soundness of the Company or for the correctness of any of the statements or representations made or opinions expressed by the Company and for repayment of deposits / discharge of liabilities by the Company.

(b) Neither is there any provision in law to keep, nor does the Company keep any part of the deposits with the Reserve Bank and by issuing the Certifi cate of Registration to the Company, the Reserve Bank neither accepts any responsibility nor guarantee for the payment of the public funds to any person/body corporate.

44. Core Investment Company (CIC) Compliance Ratios [refer note 43]

S. No.


As atMarch 31, 2016

(i) Investments and Loans to Group companies as a proportion of Net Assets (%)

98.95% 98.12%

(ii) Investments in equity shares and compulsorily convertible instruments of Group companies as a proportion of Net Assets (%)

81.77% 79.76%

(iii) Capital Adequacy Ratio(%) [Adjusted Net Worth/Risk Weighted Assets] 344.27% 272.31%

(iv) Leverage Ratio(Times) [Outside Liabilities /Adjusted Net worth] 0.20 0.24




45. Schedule to the Balance Sheet of Systemically Important Core Investment Company as required in terms of paragraph 19(5) of Master Direction – Core Investment Companies (Reserve Bank) Directions, 2016 dated August 25, 2016.

i) Exposure to Real Estate Sector

Category 2016-17 2015-16a) Direct Exposurei) Residential Mortgages - NIL NIL

Lending secured by mortgages on residential property that it is or will be occupied by the borrower or that is rented

- Individual housing loans up to ` 15 Lac NIL NIL

- Individual housing loans above ` 15 Lac NIL NIL

ii) Commercial Real Estate - NIL NIL

Lending secured by mortgages on commercial real estates (offi ce buildings, retail space, multipurpose commercial premises, multi-family residential buildings, multi-tenanted commercial premises, industrial or warehouse space, hotels, land acquisition, development and construction, etc. Exposure would also include Non-Fund Based (NFB) limits

iii) Investment in Mortgage Backed Securities (MBS) and other securitized exposure –

a. Residential NIL NIL

b. Commercial Real Estate NIL NIL

b) Indirect ExposureFund based and Non-Fund Based exposures on National Housing Bank (NHB) and Housing Finance Companies (HFCs)

NIL NIL

II) Asset Liability Management Maturity Pattern of certain items of assets and liabilities outstanding as at the year end

March 31, 2017 March 31, 2016

Particulars Liabilities Assets (net of provision) Liabilities Assets (net of provision)

Borrowing from Banks

Market Borrowing

Advances Investments Borrowing from Banks

Market Borrowing

Advances Investments

1 day to 30/31 days (one month)

- - 1 - - 1,000 7 -

Over one month to 2 months *

- 1,390 0 - - 494 0 -

Over 2 month to 3 months

- - 2 - - 295 3 1020

Over 3 month to 6 months *

- 2,000 0 - - - 153 -

Over 6 month to 1 years

- 1,600 184 - - 2,500 644 -

Over 1 years to 3 years

- 6,080 449 - - 6,000 371 -

Over 3 years to 5 years

- - 15 - - - 14 -

Over 5 years - - - 18,943 - - - 17,527

Total - 11,070 651 18,943 - 10,289 1,192 18,547





46. Schedule to the Balance Sheet of Systemically Important Core Investment Company as required in terms of paragraph 21 of Master Direction – Core Investment Companies (Reserve Bank) Directions, 2016 dated August 25, 2016.

Liabilities Side:I) Loans and Advances availed by Core Investment Company inclusive of Interest accrued thereon but not

paid as at the year end:


As atMarch 31, 2016

Amount Outstanding

Amount Overdue

Amount Outstanding

Amount Overdue

a) Debentures:

(other than those falling within the meaning of Public Deposit)

i) Secured 7,200 - 8,500 -

ii) Unsecured - - - -

b) Deferred Credits - - - -

c) Term Loans - - - -

d) Inter-corporate loans and borrowing - - -

e) Commercial Paper 1,390 - 789 -

f) Other Loans

i) Loan from Finance Companies 2,480 - 1,000 -

Assets Side:

II) Break-up of Loans and Advances including bills receivables [other than those included in (IV) below as at the year end:

Particulars Amount Outstanding (Gross)As at

March 31, 2017As at

March 31, 2016a) Secured - -

b) Unsecured 2,108 2,177

III) Break up of Leased Assets and stock on hire and other assets counting towards AFC activities

Particulars Amount OutstandingAs at

March 31, 2017As at

March 31, 2016(i) Lease assets including lease rentals under sundry debtors:

a) Finance Lease - -

b) Operating Lease - -

(ii) Stock on hire including hire charges under sundry debtors:

a) Assets on hire - -

b) Repossessed Assets

(iii) Other loans counting towards AFC activities:

a) Loans where assets have been repossessed - -

b) Loans other than (a) above - -




IV) Break up of investments

Particulars Amount Outstanding (Gross)As at

March 31, 2017As at

March 31, 2016Current Investments:

1. Quoted:

(i) Shares:

a) Equity - -

b) Preference - -

(ii) Debentures and Bonds - -

(iii) Units of mutual funds - 1,020

(iv) Government Securities - -

(v) Others - -

2. Unquoted:

(i) Shares:

a) Equity - -

b) Preference - -


(iii) Units of mutual funds - -


(v) Others - -

Long Term Investments:

1. Quoted:

(i) Shares:

a) Equity 11,564 11,564

b) Preference - -




(v) Others - -

2. Unquoted:

(i) Shares:

a) Equity 7,134 5,728

b) Preference 1,918 1,908




(v) Others - -




V) Borrower group-wise classifi cation of assets fi nanced as in (ii) and (iii) above:

Category

March 31, 2017 March 31, 2016Amount (net of provisions) Amount (net of provisions)

Secured Unsecured Total Secured Unsecured Total1. Related Parties

a) Subsidiaries - 576 576 - 868 868

b) Companies in the same group - 18 18 - 116 116

c) Other related parties - - - - - -

2. Other than related parties - - - - - -

Total - 594 594 984 984VI) Investor group-wise classifi cation of all investments (current and long term) in shares and securities

(both quoted and unquoted):

Category

March 31, 2017 March 31, 2016Market Value/ Break up or fair value or NAV (refer

note below)

Book Value (Net of

Provisions)

Market Value/ Break up or fair value or NAV (refer

note below)

Book Value (Net of

Provisions)

1. Related Parties

a) Subsidiaries 329 4,864 (95) 3,640

b) Companies in the same group 183,802 13,894 132,582 13,703

c) Other related parties 3 1 3 1

2. Other than related parties 184 184 180 180

Total 184, 318 18,943 132,670 17,524Note : Face value of Preference shares have been considered for the purpose of arriving at break-up value of investment.

VII) Other Information

Particulars AmountMarch 31, 2017 March 31, 2016

1. Gross Non-Performing Assets

a) Related parties 1,514 1,399

b) Other than related parties - -

2. Net Non-Performing Assets

a) Related parties - 206

b) Other than related parties - -

3. Assets acquired in satisfaction of debt - -




47. Details of specifi ed bank notes held and transacted during the period from November 8, 2016 to December 30, 2016.

(Amount in Rupees)

SBNsOther

denominations notes

Total

Closing Cash in hand as on 08.11.2016 7,500 5,987 13,487

Add : Permitted Receipts - 150,000 150,000

Less : Permitted Payments - 86,916 86,916

Less : Amount Deposited in Bank 7,500 2,310 9,810

Closing Cash in hand as on 30.12.2016 - 66,761 66,761

48. As per section 45-IC of Reserve Bank of India Act, 1934 every Non-Banking Financial Company (NBFC) is required to create a Reserve Fund and transfer therein a sum not less than twenty per cent of its net profi t. However, due to losses incurred during the year, the Company has not transferred any amount to Reserve Fund.

49. Previous year fi gures have been re-classifi ed to conform to this year’s classifi cation.





Consolidated Financial Statements



INDEPENDENT AUDITORS’ REPORT To the Members of Samvardhana Motherson International Limited

Report on the Consolidated Financial Statements1. We have audited the accompanying consolidated

fi nancial statements of Samvardhana Motherson International Limited (“hereinafter referred to as the Holding Company”) and its subsidiaries (the Holding Company and its subsidiaries together referred to as “the Group”), its jointly controlled entities and associate companies; (refer Note 42 to the attached consolidated fi nancial statements), comprising of the consolidated Balance Sheet as at March 31, 2017, the consolidated Statement of Profi t and Loss, the consolidated Cash Flow Statement for the year then ended, and a summary of signifi cant accounting policies and other explanatory information prepared based on the relevant records (hereinafter referred to as “the Consolidated Financial Statements”).

Management’s Responsibility for the Consolidated Financial Statements 2. The Holding Company’s Board of Directors is

responsible for the preparation of these consolidated fi nancial statements in terms of the requirements of the Companies Act, 2013 (hereinafter referred to as “the Act”) that give a true and fair view of the consolidated fi nancial position, consolidated fi nancial performance and consolidated cash fl ows of the Group including its associates and jointly controlled entities in accordance with accounting principles generally accepted in India including the Accounting Standards specifi ed under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014. The Holding Company’s Board of Directors is also responsible for ensuring accuracy of records including fi nancial information considered necessary for the preparation of Consolidated Financial Statements. The respective Board of Directors of the companies included in the Group and of its associates and jointly controlled entities are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and its associates and jointly controlled entities respectively and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal fi nancial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the fi nancial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which has been used for the purpose of preparation of the consolidated fi nancial statements by the Directors of the Holding Company, as aforesaid.

Auditors’ Responsibility 3. Our responsibility is to express an opinion on these

consolidated fi nancial statements based on our audit. While conducting the audit, we have taken into account the provisions of the Act and the Rules made thereunder including the accounting standards and matters which are required to be included in the audit report.

4. We conducted our audit in accordance with the Standards on Auditing specifi ed under Section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards and pronouncements require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated fi nancial statements are free from material misstatement.

5. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated fi nancial statements. The procedures selected depend on the auditors’ judgement, including the assessment of the risks of material misstatement of the consolidated fi nancial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal fi nancial control relevant to the Holding Company’s preparation of the consolidated fi nancial statements that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Holding Company’s Board of Directors, as well as evaluating the overall presentation of the consolidated fi nancial statements.

6. We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of their reports referred to in sub-paragraph 8 of the Other Matters paragraph below, other than the unaudited fi nancial statements/ fi nancial information as certifi ed by the management and referred to in sub-paragraph 9 of the Other Matters paragraph below, is suffi cient and appropriate to provide a basis for our audit opinion on the consolidated fi nancial statements.

Opinion7. In our opinion and to the best of our information

and according to the explanations given to us, the aforesaid consolidated fi nancial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the consolidated state of affairs of the Group, its associates and jointly controlled entities as at



March 31, 2017, and their consolidated profi t and their consolidated cash fl ows for the year ended on that date.

Other Matter8. We did not audit the fi nancial statements/fi nancial

information of sixteen subsidiaries, and thirty six jointly controlled entities whose fi nancial statements/ fi nancial information refl ect total assets of Rs. 186,862 million and net assets of Rs. 40,646 million as at March 31, 2017, total revenue of Rs. 324,974 million, net profi t of Rs. 4,390 million and net cash fl ows amounting to Rs. 19,792 million for the year ended on that date, as considered in the consolidated fi nancial statements. These fi nancial statements/ fi nancial information have been audited by other auditors whose reports have been furnished to us by the Management, and our opinion on the consolidated fi nancial statements insofar as it relates to the amounts and disclosures included in respect of these subsidiaries and jointly controlled entities and our report in terms of sub-section (3) of Section 143 of the Act insofar as it relates to the aforesaid subsidiaries, jointly controlled entities and associates, is based solely on the reports of the other auditors.

9. We did not audit the fi nancial statements/fi nancial information of forty fi ve jointly controlled entities whose fi nancial statements/ fi nancial information refl ect total assets of Rs. 23,288 million and net assets of Rs. 9,164 million as at March 31, 2017, total revenue of Rs. 14,248 million, net loss of Rs. 7 million and net cash fl ows amounting to Rs. 1,083 million for the year ended on that date, as considered in the consolidated fi nancial statements. These fi nancial statements/ fi nancial information are unaudited and have been furnished to us by the Management, and our opinion on the consolidated fi nancial statements insofar as it relates to the amounts and disclosures included in respect of these jointly controlled entities and our report in terms of sub-section (3) of Section 143 of the Act insofar as it relates to the aforesaid jointly controlled entities is based solely on such unaudited fi nancial statements/ fi nancial information. In our opinion and according to the information and explanations given to us by the Management, these fi nancial statements/ fi nancial information are not material to the Group.

Our opinion on the consolidated fi nancial statements and our report on Other Legal and Regulatory Requirements below, is not modifi ed in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors and the fi nancial statements/ fi nancial information certifi ed by the Management.

Report on Other Legal and Regulatory Requirements10. As required by Section143(3) of the Act, we report, to

the extent applicable, that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the

purposes of our audit of the aforesaid consolidated fi nancial statements.

(b) In our opinion, proper books of account as required by law maintained by the Holding Company, its subsidiaries included in the Group, associate companies and jointly controlled entities incorporated in India including relevant records relating to preparation of the aforesaid consolidated fi nancial statements have been kept so far as it appears from our examination of those books and records of the Holding Company and the reports of the other auditors.

(c) The Consolidated Balance Sheet, the Consolidated Statement of Profi t and Loss, and the Consolidated Cash Flow Statement dealt with by this Report are in agreement with the relevant books of account maintained by the Holding Company, its subsidiaries included in the Group, associate companies and jointly controlled entities incorporated in India including relevant records relating to the preparation of the consolidated fi nancial statements.

(d) In our opinion, the aforesaid consolidated fi nancial statements comply with the Accounting Standards specifi ed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors of the Holding Company as on March 31, 2017 taken on record by the Board of Directors of the Holding Company and the reports of the statutory auditors of its subsidiary companies, associate companies and jointly controlled companies incorporated in India, none of the directors of the Group companies, its associate companies and jointly controlled companies incorporated in India is disqualifi ed as on March 31, 2017 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal fi nancial controls over fi nancial reporting of the Holding Company, its subsidiary companies, associate companies and jointly controlled companies incorporated in India and the operating effectiveness of such controls, refer to our separate Report in Annexure A.

(g) With respect to the other matters to be included in the Auditors’ Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The consolidated fi nancial statements disclose the impact, if any, of pending litigations as at March 31, 2017 on the consolidated fi nancial position of the Group, its associates and jointly controlled entities– Refer Note 33 and Note 44 to the consolidated fi nancial statements.



ii. Provision has been made in the consolidated fi nancial statements, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts as at March 31, 2017 – Refer (a) Note 36 to the consolidated fi nancial statements in respect of such items as it relates to the Group, its associates and jointly controlled entities and (b) the Group’s share of net loss in respect of its associates.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Holding Company and its subsidiary companies, associate companies and jointly controlled companies incorporated in India during the year ended March 31, 2017.

iv. The Group has provided requisite disclosures in the fi nancial statements as to holdings as well as dealings in Specifi ed Bank Notes

during the period from November 8, 2016 to December 30, 2016. Based on audit procedures and relying on the management representation we report that the disclosures are in accordance with books of account maintained by the Holding Company, and its subsidiary companies, associate companies and jointly controlled companies incorporated in India and as produced to us by the Management – Refer Note 53.

For Price Waterhouse Chartered Accountants LLPFirm Registration Number:012754N/N500016


Ashok NarayanaswamyPlace: Noida PartnerDate: July 24, 2017 Membership Number : 095665

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Act1. In conjunction with our audit of the consolidated

fi nancial statements of the Company as of and for the year ended March 31, 2017, we have audited the internal fi nancial controls over fi nancial reporting of Samvardhana Motherson International Limited (hereinafter referred to as “the Holding Company”) and its subsidiary companies, its associate companies and jointly controlled companies, which are companies incorporated in India, as of that date.

Management’s Responsibility for Internal Financial Controls2. The respective Board of Directors of the Holding

company, its subsidiary companies, its associate companies and jointly controlled companies, which are companies incorporated in India, are responsible for establishing and maintaining internal fi nancial controls based on internal control over fi nancial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI)”. These responsibilities include the design, implementation and maintenance of adequate internal fi nancial controls that were operating effectively for ensuring the orderly and effi cient conduct of its business, including adherence to the respective company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable fi nancial information, as required under the Act.

Auditor’s Responsibility3. Our responsibility is to express an opinion on the

Group’s internal fi nancial controls over fi nancial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the ICAI and the Standards on Auditing deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal fi nancial controls, both applicable to an audit of internal fi nancial controls and both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal fi nancial controls over fi nancial reporting was established and maintained and if such controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal fi nancial controls system over fi nancial reporting and their operating effectiveness. Our audit of internal fi nancial controls over fi nancial reporting included obtaining an understanding of internal fi nancial controls over fi nancial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the fi nancial statements, whether due to fraud or error.

Annexure A to Independent Auditors’ ReportReferred to in paragraph 10(f) of the Independent Auditors’ Report of even date to the members of Samvardhana Motherson International Limited on the consolidated fi nancial statements for the year ended March 31, 2017



5. We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditors in terms of their reports referred to in the Other Matters paragraph below, is suffi cient and appropriate to provide a basis for our audit opinion on the Company’s internal fi nancial controls system over fi nancial reporting.

Meaning of Internal Financial Controls Over Financial Reporting6. A company’s internal fi nancial control over fi nancial

reporting is a process designed to provide reasonable assurance regarding the reliability of fi nancial reporting and the preparation of fi nancial statements for external purposes in accordance with generally accepted accounting principles. A Company’s internal fi nancial control over fi nancial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly refl ect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of fi nancial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Company’s assets that could have a material effect on the fi nancial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting7. Because of the inherent limitations of internal

fi nancial controls over fi nancial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal fi nancial controls over fi nancial reporting to future periods are subject to the risk that the internal fi nancial control

over fi nancial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion8. In our opinion, the Holding Company, its subsidiary

companies, its associate companies and jointly controlled companies, which are companies incorporated in India, have, in all material respects, an adequate internal fi nancial controls system over fi nancial reporting and such internal fi nancial controls over fi nancial reporting were operating effectively as at March 31, 2017, based on the internal control over fi nancial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

Other Matters9. Our aforesaid reports under Section 143(3)(i) of the

Act on the adequacy and operating effectiveness of the internal fi nancial controls over fi nancial reporting insofar as it relates to fi fteen subsidiary companies and thirteen jointly controlled companies, which are companies incorporated in India, is based on the corresponding reports of the auditors of such companies incorporated in India in so far as it relates to the unaudited two jointly controlled entities is based on representation received from the management. Our opinion is not qualifi ed in respect of this matter.



Ashok NarayanaswamyPlace: Noida PartnerDate: July 24, 2017 Membership Number 095665



Consolidated Balance Sheet(All amounts in ` million, unless otherwise stated)

Note As AtMarch 31, 2017

As AtMarch 31, 2016

EQUITY AND LIABILITIES Shareholders' Funds Share Capital 3 4,736 4,736 Reserves & Surplus 4 39,905 24,399

44,641 29,135 Minority Interest 17,678 12,643 Non Current Liabilities Long-Term Borrowings 5 87,218 58,135 Deferred Tax Liabilities (Net) 6 2,512 1,788 Other Long-Term Liabilities 7 3,287 1,707 Long-Term Provisions 8 2,423 2,412

95,440 64,042 Current Liabilities Short-Term Borrowings 9 6,791 9,783 Trade Payables 10

Total outstanding dues of micro and small enterprises and

53 25

Total outstanding dues of creditors other than micro and small enterprises

66,056 51,917

Other Current Liabilities 11 30,685 26,688 Short-Term Provisions 12 3,062 2,521

106,647 90,934 TOTAL EQUITY AND LIABILITIES 264,406 196,754 ASSETS Non Current Assets Fixed Assets

Tangible Assets 13 70,717 62,223 Intangible Assets 13 25,578 12,936 Capital Work In Progress 17,987 13,269 Intangible Assets Under Development 9 12

Non-Current Investments 14 1,427 1,338 Deferred Tax Assets (Net) 15 3,677 3,382 Long-Term Loans And Advances 16 3,793 2,025 Other Non-Current Assets 17 7,473 5,271

130,662 100,456 Current Assets Current Investments* 18 0 1,020 Inventories 19 44,328 38,850 Trade Receivables 20 36,714 29,713 Cash And Bank Balances 21 41,354 18,114 Short-Term Loans and Advances 22 10,622 7,913 Other Current Assets 23 726 688

133,744 96,298 TOTAL ASSETS 264,406 196,754 Summary of signifi cant accounting policies 2


The accompanying notes are an integral part of these consolidated fi nancial statements

This is the Consolidated Balance Sheet referred to in our report of even date



Place: Noida Pooja Mehra Date : July 24, 2017 (Company Secretary)



Consolidated Statement of Profi t and Loss(All amounts in ` million, unless otherwise stated)

Note For the Year Ended

March 31, 2017

For the Year Ended

March 31, 2016REVENUERevenue From Operations (Gross) 382,403 341,155

Less: Excise Duty 4,125 3,464

Revenue From Operations (Net) 24 378,278 337,691 Other Income 25 2,571 2,660

Total Revenue 380,849 340,351 EXPENSESCost of Materials Consumed 26 235,782 207,170

Purchase of Stock-In-Trade 1,589 1,990

Changes in Inventories of Finished Goods, Work-In-Progress and Stock In Trade

27 (5,067) (2,657)

Employee Benefi t Expenses 28 74,422 67,044

Other Expenses 29 39,523 39,009

Total Expenses 346,249 312,556 Profi t Before Finance Cost, Depreciation, Exceptional items and Tax

34,600 27,795

Finance Costs 30 4,635 3,767

Profi t for the Year before Depreciation, Exceptional items and Tax

29,965 24,028

Depreciation and Amortisation Expenses 31 9,683 10,583

Profi t Before Exceptional Items and Taxation 20,282 13,445 Exceptional Items - Expenses / (Income) 32 717 291

Profi t Before Taxation 19,565 13,154 Tax ExpenseCurrent Tax 6,465 5,212

Deferred Tax expense / (credit) 409 (1,325)

Fringe Benefi t Tax 42 48

Profi t before Minority Interest and Share of results of Associates

12,649 9,219

Less: Minority Interest Profi t 4,576 3,781

Add: Share of Profi t of Associates (3) 8

Profi t for the Year 8,070 5,446 Summary of signifi cant accounting policies 2

Earnings per equity share 41

Nominal value per share ` 10/- (Previous year ` 10/-)

Basic : ` per share 16.99 10.57

Diluted : ` per share 16.99 10.57

* Amount appearing as zero "0" are below rounding off norms adopted by the CompanyThe accompanying notes are an integral part of these consolidated fi nancial statements

This is the Consolidated Statement of Profi t and Loss referred to in our report of even date






Consolidated Cash Flow Statement(All amounts in ` million, unless otherwise stated)

For the Year Ended March 31, 2017


A. Cash fl ows from Operating Activities:Net Profi t before Tax 20,282 13,445

Adjustments for: Depreciation & Amortisation 9,683 10,583

Interest Expense 4,635 3,767

Interest Income (335) (245)

Income from Investment - Dividends (5) (22)

Loss/(Profi t) on Fixed Assets sold (net) 29 (50)

Provision for diminution in value of investments* 0 2

Bad Debts/Advances written off 92 162

Provision for Doubtful Debts / Advances 141 83

Liabilities no longer required written back (434) (128)

Provision for Employee Benefi t (79) 530

Unrealised Foreign Exchange (gain) / loss (726) 1,812

Profi t on sale of Investment (279) 140

Provision for Warranty (127) 338

Waiver of claims from suppliers* (0) (6)

Other Provisions 109 75

Operating profi t before working capital changes 32,986 30,486 Adjustments for changes in working capital :(Increase) / Decrease in Trade Receivables (3,183) (3,982)

(Increase) / Decrease in Loans and Advances (3,481) (1,325)

(Increase) / Decrease in Inventories (3,338) (6,815)

(Increase) / Decrease in Other Current Assets 636 (556)

(Increase) / Decrease in Other Non - Current Assets (1,817) (2,647)

Increase / (Decrease) in other Current Liabilities 3,165 2,316

Increase / (Decrease) in other Long Term Liabilities 1,065 (599)

Increase / (Decrease) in Trade and Other Payables 11,905 5,972

Cash generated from operations 37,938 22,850 Taxes paid (Net of TDS) (5,907) (5,483)

Net cash generated from operations 32,031 17,367 Extraordinary /Exceptional Item (Expense)/ Income (717) (291)

Net cash from operating activities 31,314 17,076 B. Cash fl ows from Investing Activities:

Purchase of Fixed Assets including Capital Work in Progress (27,019) (21,112)

Sale / (Purchase) of Investment in Mutual Funds (Net) 1,020 (881)

Purchase of Minority Interest in Subsidiary and Joint Venture (139) -

Proceeds from Sale of Fixed Assets 980 1,434

(Purchase) / sale of Investments 178 (723)

Interest received 275 217

Dividend received 5 22

Consideration paid on Acquisition of Subsidiaries & Joint Ventures (14,152) -

Redemption of Preference Shares by Subsidiary - (53)

Net cash (used) in Investing Activities (38,852) (21,096)





C. Cash fl ows from Financing Activities:Proceeds from minority shareholders (Net) 9,450 37 Proceeds from long term borrowings

Receipts 38,896 14,438

Payments (9,443) (6,790)

Proceeds from short term borrowings Receipts 14,476 23,573

Payments (18,060) (20,722)

Proceeds from Government subsidy 18 14

Interest paid (4,480) (3,575)

Dividend paid including tax (44) (463)

Dividend Paid to Minority Share holders (853) (452)

Net cash from Financing Activities 29,960 6,060 Net increase/(decrease) in cash & cash equivalents 22,422 2,040

Cash & Cash equivalents - opening 17,806 15,722 Acquired on acquisition/ change in shareholding 1,811 -

Total Cash and Cash equivalents as per cash fl ow statement 42,039 17,762 Cash and Cash equivalents compriseCash on hand 17 22

Cheques on hand 45 17

Balance with banks:

- deposits with original maturity of less than three months 8,840 1,902

- in current accounts 31,951 15,865

Total Cash and Cash equivalents 40,853 17,806 Cash and cash equivalents include :

Cash & bank balances as per balance sheet 40,853 17,806

Net unrealised (gain) / loss on foreign currency cash & equivalents

1,186 (44)

Total 42,039 17,762 Notes:(i) The above Cash Flow Statement has been prepared under the Indirect Method as set out in the Accounting Standard

- 3 on “Cash Flow Statement” notifi ed in Companies (Accounting Standards Rule) 2006. (ii) Figures in brackets indicate cash outgo.


This is Consolidated Cash Flow Statement referred to in our report of even date

For Price Waterhouse Chartered Accountants LLP

Firm Registration Number: 012754N/ N500016 For and on behalf of the Board




Notes to the consolidated Financial Statements(All amounts in ` million, unless otherwise stated)


1. General Information Samvardhana Motherson International Limited (“SMIL” or “the Company”), was incorporated in India on December

9, 2004 to act as a Holding Company to hold/ make investments in Group companies which are primarily engaged in business in the automotive sector. The Company was promoted by Mr. V.C. Sehgal, promoter of the Samvardhana Motherson Group. The Company is a public limited company that has listed its Non-Convertible Debentures on December 1, 2015 on the Bombay Stock Exchange.

2. Summary of Signifi cant Accounting Policies2.1 Basis of Preparation These fi nancial statements have been prepared in accordance with the generally accepted accounting principles

in India under the historical cost convention on accrual basis. Pursuant to section 133 of the Companies Act, 2013 read with Rule 7 (i) of the Companies (Accounts) Rules, 2014, till the standards of accounting or any addendum thereto are prescribed by the Central Government in consultation and recommendation of the National Financial Reporting Authority, the existing accounting standards notifi ed under the Companies Act, 1956 shall continue to apply.

Consequently, these fi nancial statements have been prepared to comply in all material aspects with the accounting standards notifi ed under Section 211(3C) of the Companies Act, 1956 [Companies (Accounting Standards) Rules, 2006, as amended] and the other relevant provisions of the Companies Act, 2013.

All assets and liabilities have been classifi ed as current or non-current as per the Company’s normal operating cycle and other criteria set out in the Schedule III (Division I) to the Companies Act, 2013. Based on the nature of products and the time between the acquisition of assets for processing and their realization in cash and cash equivalents, the Company has ascertained its operating cycle as 12 months for the purpose of current – non-current classifi cation of assets and liabilities.

2.2 Use of Estimates The preparation of fi nancial statements in conformity with accounting principles generally accepted in India

requires the management to make estimates and assumptions that affect the reported amount of asset and liabilities as at Balance Sheet date, reported amount of revenue and expenses for the year and disclosures of contingent liabilities as at the Balance Sheet date. The estimates and assumptions used in the accompanying fi nancial statement are based upon management’s evaluation of relevant facts and circumstances as at the date of the fi nancial statements. Actual results could differ from estimates.

2.3 Principles of Consolidation The Consolidated Financial Statements relates to the Financial Statements of Samvardhana Motherson

International Limited (‘the Company’) and its Subsidiary Companies, Joint Ventures and Associates (‘the Group’).

The consolidated fi nancial statements have been prepared on the following basis:

a) Subsidiaries

(i) The subsidiaries have been consolidated by applying Accounting Standard 21 “Consolidated Financial Statements”.

(ii) Subsidiaries are consolidated from the date on which control is transferred to the group and are not consolidated from the date that control ceases.

(iii) The fi nancial statements of the Company and its subsidiaries have been consolidated on a line-by-line basis by adding together like items of assets, liabilities, income and expenses. Intra-group balances and intragroup transactions and resulting unrealised profi ts have been eliminated.

(iv) The excess of the cost of acquisition over the Company’s portion of equity and reserves of the subsidiary company at each time an investment is made in a subsidiary is recognised in the fi nancial statements as goodwill. Further, any excess of equity and reserves over cost of acquisition is accounted for as capital reserve.

(v) Minority Interest in the Net Assets of consolidated subsidiaries consists of the amount of equity attributable to the minority shareholders at the dates on which investments are made by the Company in the subsidiary companies and further movements in their share in the equity, subsequent to the dates of investments. The losses applicable to the minority in a consolidated subsidiary may exceed the minority interest in the equity of the subsidiary. The excess, and any further losses applicable to the minority, are adjusted against




the Company’s interest except to the extent that the minority has a binding obligation to, and is able to, make good the losses. If the subsidiary subsequently reports profi ts, all such profi ts are allocated to the Company’s interest until the minority’s share of losses previously absorbed by the Company has been recovered.

b) Investment in business entities over which the group exercises joint control and the group does not hold majority voting power are accounted for using proportionate consolidation in accordance with Accounting Standard 27 “Financial Reporting of Interest in Joint Ventures”. The Group combines its share of the joint ventures individual income and expenses, assets and liabilities and cash fl ows on a line-by-line basis with similar items in the Group’s fi nancial statements, including minority interest relating to the Company.

c) Investment in Associates (entity over which the Group exercises signifi cant infl uence, which is neither a subsidiary nor a joint venture) are accounted for using the equity method in accordance with Accounting Standard 23 “Accounting for Investments in Associates in Consolidated Financial Statements”, whereby the investment is initially recorded at cost, identifying any goodwill / capital reserve arising at the time of acquisition. The carrying amount of the investment is adjusted thereafter for the post acquisition change in the investor’s share of net assets of the investee.

d) The Consolidated Financial Statements have been prepared using fi nancial statements drawn up to the same reporting dates to the extent practicable and where fi nancial statements used are drawn up to different reporting dates adjustments are made for any signifi cant transactions or events occurring between those dates and the date of these fi nancial statements.

e) All subsidiaries, joint ventures and associates have been considered in preparation of Consolidated Balance sheet, Consolidated Statement of Profi t & Loss and Consolidated Cash fl ow statement.

f) The Consolidated Financial Statements have been prepared using uniform accounting policies for like transactions and other events in similar circumstances except as stated and are presented to the extent possible, in the same manner as the Company’s separate fi nancial statements. However, in respect of certain subsidiaries of the Group, inventories are consistently valued on First-in-First-Out (FIFO) cost basis as against the group policy of valuing inventories on weighted average cost basis since it is not considered practical to do so by the management. The total value of inventories valued on FIFO basis amount to ` 1,821 million (Previous year: ` 2,003 million) as at March 31, 2017. Such inventories are 4 % (Previous year 5 %) of the Group’s total inventories.

g) In case of foreign subsidiaries, being non-integral foreign operations, revenue items are consolidated at the average rate prevailing during the year. All assets and liabilities are converted at rates prevailing at the end of the year. Any exchange difference arising on consolidation is recognised in the exchange fl uctuation reserve.

h) The difference between the proceeds from disposal of investment in subsidiaries and the carrying amount of its assets less liabilities as on the date of disposal is recognised in the consolidated profi t and loss statement being the profi t or loss on disposal of investment in subsidiary.

2.4 Tangible Assets Property, Plant and Equipment is recognised when the cost of an asset can be reliably measured, and it is

probable that the entity will obtain future economic benefi t from the asset.

The Company has used Cost model for valuation of Property, Plant and Equipment and accordingly, all revaluation reserve, existing as at transition date i.e. April 1, 2016, has been adjusted with carrying amount of asset.

Property, Plant and Equipment are stated at acquisition cost, net of accumulated depreciation and accumulated impairment losses, if any.

The cost of self-generated items of Property, Plant and Equipment comprises of raw material, components, direct labour, other direct cost and related production overheads.

Subsequent expenditures related to an item of Property, Plant and Equipment are added to its book value only if they increase the future benefi ts from the existing asset beyond its previously assessed standard of performance.

Items of Property, Plant and Equipment that have been retired from active use and are held for disposal are stated at the lower of their net book value and net realisable value and are shown separately in the fi nancial statements as other current assets. Any expected loss is recognised immediately in the Statement of Profi t and Loss.




Losses arising from the retirement of, and gains or losses arising from disposal of items of Property, Plant and Equipment which are carried at cost are recognised in the Statement of Profi t and Loss.

Depreciation is provided on a pro-rata basis on the straight-line method over the estimated useful lives of the assets, based on technical evaluation done by management, in order to refl ect the actual usage of the assets, as follows:

Indian EntitiesUseful life

Overseas EntitiesUseful life

Leasehold Land Over the period of lease

Freehold Land Nil

Leasehold improvements Over the period of lease

Buildings 30 to 60 years 5 to 61 years

Plant & Machinery:Plant & Machinery 7.5 to 15 years 3 to 15 years

Die & Moulds 3 to 6.17 years 3 to 15 years

Electric Installation 10 years 3 to 15 years

Furniture & fi xtures 6 to 10 years 3 to 15 years

Offi ce equipments 5 years 3 to 10 years

Computers:Server & Networks 3 years 3 to 15 years

End user devices, such as desktops, laptops, etc. 3 years 3 to 15 years

Vehicles 4 to 8 years 3 to 12 years

The Company has opted to adjust revaluation reserve, existing as at transition date i.e. April 1, 2016, with carrying amount of asset. Consequently revaluation reserve of ` 28 million has been transferred to revenue reserves. There is no impact on Statement of Profi t and Loss statement with change in this accounting policy.

2.5 Intangible Assets Intangible Assets are stated at acquisition cost, net of accumulated amortization and accumulated impairment

losses, if any. Intangible assets are amortized on a straight line basis over their estimated useful lives. A rebuttable presumption that the useful life of an intangible asset will not exceed ten years from the date when the asset is available for use is considered by the management. The amortization period and the amortization method are reviewed at least at each fi nancial year end. If the expected useful life of the asset is signifi cantly different from previous estimates, the amortization period is changed accordingly. Gains or losses arising from the retirement or disposal of an intangible asset are determined as the difference between the net disposal proceeds and the carrying amount of the asset and recognized as income or expense in the Statement of Profi t and Loss. The useful life of the intangible asset is as below:

Asset Useful lives (years)Technical Knowhow fees* 3 to13

Business & Commercial rights* 3 to 11

Intellectual property rights 1 to 3

Software 2 to 5

*The useful life of technical knowhow, business and commercial rights is the result of the analyses and average useful right of the contracts.

Goodwill generated on consolidation in respect of subsidiaries is being carried at cost less impairment (if any). Goodwill arising on amalgamation is amortized over period of 5 years. Also, Goodwill generated on acquisition of assets is tested for impairment.

2.6 Borrowing Costs Borrowing costs include interest, other costs incurred in connection with borrowing and exchange differences

arising from foreign currency borrowings to the extent that they are regarded as an adjustment to the interest




cost. General and specifi c borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. All other borrowing costs are recognised in Statement of Profi t and Loss in the period in which they are incurred.

Premium on redemption of debenture has been amortized over the period of debentures.

In respect of commercial paper issued by the Company, the difference between the redemption value and acquisition cost of Commercial Paper is amortised over the tenure of the instrument. The liability as at the Balance Sheet date in respect of such instruments is recognised at face value net of unamortised discount.

2.7 Impairment of Assets Assessment is done at each balance sheet date as to whether there is any indication that an asset (tangible

and intangible) may be impaired. If any such indication exists, an estimate of the recoverable amount of the asset/cash generating unit is made. Recoverable amount is higher of an asset’s or cash generating unit’s net selling price and its value in use. Value in use is the present value of estimated future cash fl ows expected to arise from the continuing use of an asset and from its disposal at the end of its useful life. For the purpose of assessing impairment, the recoverable amount is determined for an individual asset, unless the asset does not generate cash infl ows that are largely independent of those from other assets or groups of assets. The smallest identifi able group of assets that generates cash infl ows from continuing use that are largely independent of the cash infl ows from other assets or groups of assets, is considered as a cash generating unit (CGU). An asset or CGU whose carrying value exceeds its recoverable amount is considered impaired and is written down to its recoverable amount. Assessment is also done at each balance sheet date as to whether there is any indication that an impairment loss recognised for an asset in prior accounting periods may no longer exist or may have decreased. An impairment loss is reversed to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined if no impairment loss had previously been recognised.

2.8 Investments Investments that are readily realisable and are intended to be held for not more than one year from the date,

on which such investments are made, are classifi ed as current investments. All other investments are classifi ed as long term investments. Current investments are carried at cost or fair value, whichever is lower. Long-term investments are carried at cost. However, provision for diminution is made to recognize a decline, other than temporary, in the value of the investments, such reduction being determined and made for each investment individually.

Investment Property Investment in land & buildings that are not intended to be occupied substantially for use by, or in the operations

of, the Company, have been classifi ed as investment property. Investment properties are carried at cost less accumulated depreciation. Refer Note 2.4 for depreciation rates used for buildings.

2.9 Inventories Inventories are stated at lower of cost and net realisable value. Cost is determined using the weighted average

method. The cost of fi nished goods and work in progress comprises raw materials, direct labour, other direct costs and related production overheads. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and the estimated costs necessary to make the sale.

2.10 Foreign Currency Translations & Derivative Instruments Initial Recognition On initial recognition, all foreign currency transactions are recorded by applying to the foreign currency amount

the exchange rate between the reporting currency and the foreign currency at the date of the transaction.

Subsequent Recognition As at the reporting date, non-monetary items which are carried in terms of historical cost denominated in a

foreign currency are reported using the exchange rate at the date of the transaction. All non-monetary items which are carried at fair value or other similar valuation denominated in a foreign currency are reported using the exchange rates that existed when the values were determined.

All monetary assets and liabilities in foreign currency are restated at the end of accounting period.

A monetary asset or liability is termed as a long-term foreign currency monetary item, if the asset or liability is




expressed in a foreign currency and has a term of 12 months or more at the date of origination of the asset or liability.

Exchange differences on restatement of all other monetary items are recognised in the Statement of Profi t and Loss.

Translation of Foreign Operations Foreign operations are classifi ed as either ‘integral’ or ‘non-integral’ operation. Exchange differences arising

on a monetary item that, in substance, forms part of an enterprise’s net investment in a non-integral foreign operation are accumulated in the “Exchange Reserve on Consolidation” until the disposal of the net investment, at which time they are recognised as income or as expenses. The fi nancial statements of an integral foreign operation are translated using the principles and procedures as if the transactions of the foreign operation are those of the Company itself.

Derivative and Hedging Activities The premium or discount arising at the inception of forward exchange contracts entered into to hedge an

existing asset/liability, is amortised as expense or income over the life of the contract. Exchange differences on such a contract are recognised in the Statement of Profi t and Loss in the reporting period in which the exchange rates change. Any profi t or loss arising on cancellation or renewal of such a forward exchange contract is recognised as income or as expense for the period.

Derivatives other than those which are accounted for under AS 11 are initially recognized at fair value on date a derivative contract in entered into and are subsequently re-measured to their fair value at the end of each reporting period. The accounting for subsequent changes in fair value depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedge and the type of hedging relationship designated.

The Company designates their derivatives as hedges of a particular risk associated with the cash fl ows of recognised assets and liabilities and highly probable forecast transactions (cash fl ow hedges)

Cash fl ow hedges that qualify for hedge accounting The effective portion of changes in the fair value of derivatives that are designated and qualify as cash fl ow

hedges is directly recognised in hedging reserve under equity. The gain or loss relating to the ineffective portion is recognised immediately in profi t or loss.

Amounts accumulated in hedge reserve are reclassifi ed to profi t or loss in the periods when the hedged item affects profi t or loss (for instance when the forecast sale that is hedged takes place). The gain or loss relating to the effective portion of interest rate swaps hedging variable rate borrowings is recognised in profi t or loss within ‘fi nance costs’. The gain or loss relating to the effective portion of forward foreign exchange contracts hedging export sales is recognised in profi t or loss within ‘sales’. However, when the forecast transaction that is hedged results in the recognition of a non-fi nancial asset (for example, inventory or fi xed assets) the gains and losses previously deferred in equity are reclassifi ed from hedge reserve and included in the initial measurement of the cost of the asset. The deferred amounts are ultimately recognised in profi t or loss as cost of goods sold in the case of inventory, or as depreciation or impairment in the case of fi xed assets.

When a hedging instrument expires or is sold or terminated, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in hedge reserve at that time remains in hedge reserve and is recognised when the forecast transaction is ultimately recognised in profi t or loss. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in hedge reserve is immediately reclassifi ed to profi t or loss.

Derivatives that are not designated as hedges Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value of any derivative

instrument that does not qualify for hedge accounting are recognized immediately in profi t or loss and are included in other income or other expenses.

2.11 Revenue Recognition Sale of Goods Sales are recognized when the signifi cant risks and rewards of ownership in the goods are transferred to the

buyer as per the terms of the contract and are recognized net of trade discounts, rebates, sales taxes and excise duties.




Sale of Services In contracts involving the rendering of services, revenue is recognised as per the terms of contracts and net of

taxes.

Income from support service fees for rendering of services to Group companies is recognized on accrual basis and net of taxes.

2.12 Other Income Interest Interest income is recognised on a time proportion basis taking into account the amount outstanding and the

rate applicable.

Duty Drawback and export incentives Income from duty drawback and export incentives is recognized on an accrual basis.

Dividend Dividend income is recognised when the right to receive dividend is established.

2.13 Employee Benefi ts a) In respect of the companies incorporated in India Provident Fund & Employee State Insurance Contribution towards provident fund and employee state insurance for employees is made to the

regulatory authorities, where the Company has no further obligations. Such benefi ts are classifi ed as Defi ned Contribution Schemes as the Company does not carry any further obligations, apart from the contributions made on a monthly basis.

Gratuity The Company provides for gratuity, a defi ned benefi t plan (the “Gratuity Plan”) covering eligible employees

in accordance with the Payment of Gratuity Act, 1972. The Gratuity Plan provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employee’s salary and the tenure of employment. The gratuity plans in certain group companies are funded through annual contributions to Life Insurance Corporation of India (LIC) under its Group’s Gratuity Scheme whereas others are not funded. The Company’s liability is actuarially determined (using the Projected Unit Credit method) at the end of each year. Actuarial losses / gains are recognised in the Statement of Profi t and Loss in the year in which they arise.

Compensated Absences Accumulated compensated absences, which are expected to be availed or encashed within 12 months

from the end of the year, are treated as short term employee benefi ts. The obligation towards the same is measured at the expected cost of accumulating compensated absences as the additional amount expected to be paid as a result of the unused entitlement as at the year end.

Accumulated compensated absences, which are expected to be availed or encashed beyond 12 months from the end of the year are treated as other long term employee benefi ts. The Company’s liability is actuarially determined (using the Projected Unit Credit method) at the end of each year. Actuarial losses / gains are recognised in the Statement of Profi t and Loss in the year in which they arise.

b) In respect of the companies incorporated outside India Pensions Companies within the Group operate various pension schemes. The schemes are generally funded

through payments to insurance companies or trustee-administered funds, determined by annual actuarial calculations. The Group has both defi ned benefi t and defi ned contribution plans.

A defi ned contribution plan is a pension plan under which the Group pays fi xed contributions into a separate entity. The Group has no legal or constructive obligations to pay further contributions if the fund does not hold suffi cient assets to pay all employees the benefi ts relating to employee service in the current and prior periods. A defi ned benefi t plan is a pension plan that is not a defi ned contribution plan. Typically defi ned benefi t plans defi ne an amount of pension benefi t that an employee will receive on retirement, usually dependent on one or more factors such as age, years of service and compensation.




SMRPBV Group mainly operated a defi ned benefi t pension plan in Germany based on Employee pensionable remuneration and length of services. The plan is unfunded. Further, SMR group has various defi ned benefi t plans, which consider fi nal salary as well as average salary components in order to defi ne the benefi ts for the pensioners. Different pension plans are operated by the group in the UK, Germany, Mexico and South Korea. The scheme in the South Korea is administered by separate trust fund.

The cost of providing benefi ts under the defi ned benefi t plans is determined separately for each plan using the projected unit credit method and is based on actuarial advice. The interest element of the defi ned benefi t cost represents the change in present value of scheme obligations resulting from the passage of time, and is determined by applying the discount rate to the opening present value of the benefi t obligation, taking into account material changes in the obligation during the year. The expected return on plan assets is based on an assessment made at the beginning of the year of long-term market returns on scheme assets, adjusted for the effect on the fair value of plan assets of contributions received and benefi ts paid during the year.

The defi ned benefi t pension asset or liability in the balance sheet comprises the total for each plan of the present value of the defi ned benefi t obligation, less any past service cost not yet recognized and the fair value of plan assets out of which the obligations are to be settled directly. Fair value is based on market price information and in the case of quoted securities is the published bid price.

The value of a net pension benefi t asset is restricted to the sum of any unrecognized past service costs and the present value of any amount the Group expects to recover by way of refund from the plan or reduction in the future contributions. An economic benefi t, in the form of a refund or a reduction in future contributions, is available if the Group can realize it at some point during the life of the plan or when the plan liabilities are settled. In particular, such an economic benefi t may be available even if it is not realizable immediately at the balance sheet date. The economic benefi t available does not depend on how the Group intends to use the surplus. The Group determines the maximum economic benefi t that is available from refund, reduction in future contributions or a combination of both. Legal or contractual minimum funding requirements in general stipulate a minimum amount or level of contributions that must be made to a plan over a given period. Therefore, a minimum funding requirement may limit the ability of the entity to reduce future contributions and considered respectively in determining the economic benefi t from the plan.

For defi ned contribution plans, the Group pays contributions to publicly or privately administered pension insurance plans on a mandatory, contractual or voluntary basis. The Group has no further payment obligations once the contributions have been paid. The contributions are recognized as employee benefi t expense when they are due.

Other Long Term benefi ts Jubilee Bonus: In certain Group entities, the employees are entitled to bonus after completion of certain

year of services which are based on the wage agreement or otherwise as per terms of employment. The Group recognizes as an expenditure the present value of such long term jubilee bonuses, where applicable based on the expected amounts to pay by considering expectancies of employee turnover and expected future salary increase.

Compensated Absences Accumulated compensated absences, which are expected to be availed or encashed within 12 months

from the end of the year are treated as short term employee benefi ts. The obligation towards the same is measured at the expected cost of accumulating compensated absences as the additional amount expected to be paid as a result of the unused entitlement as at the year end.

Accumulated compensated absences, which are expected to be availed or encashed beyond 12 months from the end of the year are treated as other long term employee benefi ts. The Company’s liability is actuarially determined at the end of each year. Actuarial losses/ gains are recognized in the Statement of Profi t and Loss in the year in which they arise.

Termination Benefi ts Termination benefi ts in the nature of voluntary retirement benefi ts are recognised in the Statement of Profi t

and Loss as and when incurred.

2.14 Government Grants Government grants are recognised when it is reasonable to expect that the grants will be received and that




all related conditions will be met. Government grants in respect of capital expenditure are credited to the acquisition costs of the respective fi xed asset and thus are released as income over the expected useful lives of the relevant assets. Grants of a revenue nature are credited to income so as to match them with the expenditure to which they relate. Government grants that are given with reference to total capital outlay are credited to capital reserve and treated as a part of shareholders’ funds.

2.15 Current and Deferred Tax Tax expense for the period, comprising current tax and deferred tax, are included in the determination of the

net profi t or loss for the period.

Current tax is determined based on respective taxable income and tax rules of each taxable entity. It is measured at the amount expected to be paid to the tax authorities in accordance with the taxation laws prevailing in the respective jurisdictions.

Deferred tax is recognised for all the timing differences, subject to the consideration of prudence in respect of deferred tax assets. Deferred tax assets are recognised and carried forward only to the extent that there is a reasonable certainty that suffi cient future taxable income will be available against which such deferred tax assets can be realized. Deferred tax assets and liabilities are measured using the tax rates and tax laws applicable to respective jurisdictions that have been enacted or substantively enacted by the Balance Sheet date. In situations, where the Company has unabsorbed depreciation or carry forward losses under tax laws, all deferred tax assets are recognised only to the extent that there is virtual certainty supported by convincing evidence that they can be realised against future taxable profi ts. At each Balance Sheet date, the Group reassesses unrecognized deferred tax assets, if any.

Current tax assets and current tax liabilities are offset when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle the asset and the liability on a net basis. Deferred tax assets and deferred tax liabilities are offset when there is a legally enforceable right to set off assets against liabilities representing current tax and where the deferred tax assets and the deferred tax liabilities relate to taxes on income levied by the same governing taxation laws.

Minimum Alternative Tax credit is recognised as an asset only when and to the extent there is convincing evidence that the Company will pay normal income tax during the specifi ed period. Such asset is reviewed at each Balance Sheet date and the carrying amount of the MAT credit asset is written down to the extent there is no longer a convincing evidence to the effect that the Company will pay normal income tax during the specifi ed period.

Fringe Benefi t Tax Fringe benefi t tax is determined based on the liability computed in accordance with relevant tax rates and tax

laws of the jurisdiction in which it is applicable.

2.16 Provisions and Contingent Liabilities Provisions Provisions are recognised when there is a present obligation as a result of a past event, it is probable that an

outfl ow of resources embodying economic benefi ts will be required to settle the obligation and there is a reliable estimate of the amount of the obligation. Provisions are measured at the best estimate of the expenditure required to settle the present obligation at the Balance Sheet date and are not discounted to its present value.

Contingent Liabilities Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence

of which will be confi rmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the company or a present obligation that arises from past events where it is either not probable that an outfl ow of resources will be required to settle or a reliable estimate of the amount cannot be made.

2.17 Leases As a lessee (a) Operating Leases

Leases in which a signifi cant portion of the risks and rewards of ownership are retained by the lessor are classifi ed as operating leases. Payments made under operating leases are charged to the Statement of Profi t and Loss on a straight-line basis over the period of the lease.




(b) Finance Leases The Company leases certain tangible assets and such leases where the Company has substantially all

the risks and rewards of ownership are classifi ed as fi nance leases. Finance leases are capitalized at the inception of the lease at the lower of the fair value of the leased asset and the present value of the minimum lease payments.

Each lease payment is apportioned between the fi nance charge and the reduction of the outstanding liability. The outstanding liability is included in other long-term borrowings. The fi nance charge is charged to the Statement of Profi t and Loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.

As a lessor The Company has leased certain tangible assets and such leases where the Company has substantially

retained all the risks and rewards of ownership are classifi ed as operating leases. Lease income on such operating leases is recognised in the Statement of Profi t and Loss on a straight line basis over the lease term which is representative of the time pattern in which benefi t derived from the use of the leased asset is diminished. Initial direct costs are recognized as an expense in the Statement of Profi t and Loss in the period in which they are incurred.

2.18 Segment Reporting The accounting policies adopted for segment reporting are in conformity with the accounting policies

adopted by the Company. Further, inter-segment revenue have been accounted for based on the transaction price agreed to between segments which is primarily market based.

Revenue and expenses have been identifi ed to segments on the basis of their relationship to the operating activities of the segment. Revenue and expenses, which relate to the Company as a whole and are not allocable to segments on a reasonable basis, have been included under “Unallocated corporate expenses/Income”.

2.19 Cash and Cash Equivalents In the cash fl ow statement, cash and cash equivalents include cash in hand, demand deposits with banks,

other short term highly liquid investments with original maturities of three months or less.

2.20 Earnings per Share (EPS) Basic earnings per share is calculated by dividing the net profi t or loss for the period attributable to equity

shareholders by the weighted average number of equity shares outstanding during the period. Earnings considered in ascertaining the Company’s earnings per share is the net profi t for the period after deducting preference dividends and any attributable tax thereto for the period. The weighted average number of equity shares outstanding during the period and for all periods presented is adjusted for events, such as bonus shares, other than the conversion of potential equity shares, which have changed the number of equity shares outstanding, without a corresponding change in resources. For the purpose of calculating diluted earnings per share, the net profi t or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period is adjusted for the effects of all dilutive potential equity shares.

As atMarch 31, 2017

As atMarch 31, 2016

3. Share CapitalAuthorised 900,000,000 (Previous Year 900,000,000) Equity Shares of ` 10/- each 9,000 9,000

Issued 473,613,855 (Previous Year 473,613,855) Equity Shares of ` 10/- each 4,736 4,736

Subscribed and Paid up 473,613,855 (Previous Year 473,613,855) Equity Shares of ` 10/- each 4,736 4,736

Total 4,736 4,736




a. Reconciliation of number of equity shares Equity Shares As at March 31, 2017 As at March 31, 2016

No. of Shares Amount No. of Shares AmountAt the beginning of the period 47,36,13,855 4,736 47,36,13,855 4,736

Outstanding at the end of the period 47,36,13,855 4,736 47,36,13,855 4,736 b. Rights, preferences and restrictions attached to shares

Equity Shares: The Company has only one class of equity shares having a par value of ` 10/- per share. Each holder of equity is entitled to one vote per share held. The Company declares and pays dividends in Indian rupees. The dividend, if proposed by the Board of Directors, is subject to the approval of the shareholders in the Annual General Meeting, except in case of interim dividend. In the event of liquidation of the Company, the equity shareholders are eligible to receive the remaining assets of the Company, after distribution of all preferential amounts, in proportion to their shareholding.

c. Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company As at March 31, 2017 As at March 31, 2016

No. of Shares

% holding in the class

No. of Shares

% holding in the class

Equity shares of ` 10/- Each fully paid up

Shri Sehgals Trustee Company Private Limited 12,15,90,869 25.67% 12,15,90,869 25.67%

Vivek Chaand Sehgal 10,05,27,391 21.23% 10,05,27,391 21.23%

Renu Alka Sehgal 10,98,25,286 23.19% 10,98,25,286 23.19%

Radha Rani Holdings Pte Limited 6,67,80,000 14.10% 6,67,80,000 14.10%

Sojitz Corporation 3,06,12,843 6.46% 3,06,12,843 6.46%

As per records of the Company, including its register of shareholders/ members and other declarations received from shareholders regarding benefi cial interest, the above shareholding represents both legal and benefi cial ownerships of shares.

As at 31 March, 2017 As at March 31, 20164. Reserve & Surplus

Revaluation ReserveBalance as at the beginning of the year 28 28

Additions during the year - -

Deductions during the year (28) - - 28

Reserve on AmalgamationBalance as at the beginning of the year 2,645 2,645


Deletion on Change in Holding1 (35) -

Deductions during the year - 2,610 - 2,645

Securities Premium AccountBalance as at the beginning of the year 3,399 3,399

Additions during the year 8,770 -


Deductions during the year - 12,110 - 3,399

General ReserveBalance as at the beginning of the year 1,054 1,017

Transfer from Profi t & Loss Account6 - 54


Deductions during the year4 - 975 (17) 1,054




As at 31 March, 2017 As at March 31, 2016Exchange Reserve on Consolidation Balance as at the beginning of the year 2,160 2,103

Additions during the year - 57


Deductions during the year (571) 1,535 - 2,160

Capital Reserve on Consolidation Balance as at the beginning of the year 1,743 1,747


Addition on Change in Holding1 66 -

Deductions during the year3 - 1,809 (4) 1,743

Surplus in Statement of Profi t and LossBalance as at the beginning of the year 13,224 7,776

Additions / (Deletions) during the year 8,070 5,446

Transfer to General Reserve6 - (54)

Other addition during the year5 - 564


Transfer to employee fund2 (10) (32)

Tax on dividend (25) (442)

Transfer from Revaluation Reserve 28 -

Transfer to Capital Redemption Reserve - 20,839 (34) 13,224

Capital ReserveBalance as at the beginning of the year 103 103


Deletion on Change in Holding*1 (0) -

Deductions during the year* - 103 (0) 103

Capital Redemption ReserveBalance as at the beginning of the year 46 3

Additions during the year4 - 43

Deductions during the year - 46 - 46

Hedging ReserveBalance as at the beginning of the year (3) -

Additions during the year7 (119) (3)

Addition on Change in Holding*1 0 -

Deductions during the year - (122) - (3)

Total 39,905 24,399

1 On account of change in holding in Motherson Sumi Systems Limited consequent to prefrential and QIB allotment to other shareholders (Refer note 51)

2 Rs. 10 million (Previous year : Rs. 32 million) transfer to employee fund on dividend distribution by Changchun Peguform Automotive Plastics Technology Co. Ltd, one of the step down subsidiary of Motherson Sumi Systems Limited in China.

3 On account of discontinuation of joint venture with Woco Franz Josef Wolf Holding GmbH, Germany by Motherson Sumi Systems Limited.

4 Includes Nil (Previous year : Rs. 9 million) transferred to capital redemption reserve on redemption of 7% Non Convertible Cumulative Redeemable Preference Shares of MothersonSumi INfotech & Designs Limited and Rs. Nil million (Previous year : Rs. 8 million) on account of discontinuation of joint venture with Woco Franz Josef Wolf Holding GmbH, Germany by Motherson Sumi Systems Limited.

5 Includes Nil (Previous year : Rs. 12 million) on account of discontinuation of joint venture with Woco Franz Josef Wolf Holding GmbH, Germany by Motherson Sumi Systems Limited and Nil (Previous year : Rs. 552 million) on account of creation of goodwill due to further acquisition of shares in Motherson Sintermetal Technology Limited.

6 Includes Nil (Previous year: Rs. 24 million) in respect of overseas subsidiaries of the Motherson Sumi Systems Limited in order to comply with the local statute.

7 Mark to market loss accounted under hedging reserve with respect to cash fl ow hedge in respect of derivative contracts entered into by the overseas Group companies.


Bracket denotes appropriations / deduction




Non-Current Portion Current MaturitiesAs at

March 31, 2017As at

March 31, 2016As at

March 31, 2017As at

March 31, 20165. Long Term Borrowings

Securedi) Term loans:

From Banks :- Rupee Loan 3,036 844 250 170

- Foreign Currency Loan 6,271 2,734 650 1,273

From others:

- Rupee Loan 1,759 968 5 242

- Foreign Currency Loan 9 - 3 -

ii) Finance lease liabilities (Refer note 40) 334 513 211 532

iii) Debentures:

0% Redeemable Non-Convertible debentures

4,000 6,000 3,200 2,500

iv) 41/8%Senior Secured Notes Due 2021(EUR 500 million (Previous year : EUR 500 million))

34,181 37,690 - -

v) 3.7% Senior Secured Notes Due 2025(EUR 100 million (Previous year : EUR 100 million))

6,836 7,538 - -

vi) 47/8% Senior Secured Notes Due 2021 (Refer Note 50)(EUR 400 million (Previous year : Nil))

25,678 - - -

Unsecuredi) 4.25% Senior Unsecured Bond Due 2018

(EUR 100 million (Previous year : Nil) 2,404 - - -

ii) Term loans:

From Banks :- Rupee Loan 2 2 1 1

- Foreign Currency Loan 1,182 833 122 241

From others:

- Rupee Loan 365 20 - -

- Foreign Currency Loan 862 707 62 79

iii) Finance lease liabilities 5 - 7 -

iv) Deposits from related parties

- Rupee Loan 9 - - 142

- Foreign Currency Loan 285 286 - -

Amounts disclosed under the head "other current liabilities" (Refer Note 11)

(4,511) (5,180)

Total 87,218 58,135 - -




(a) Nature of Security and terms of repayment for secured borrowings:


Long term Indian Rupee loans from Bank include:

i) Loan amounting to Nil (Previous year: Rs 103 million) Secured by fi rst and exclusive charge on entire movable and immovable fi xed assets of SMR Automotive Systems India Limited, Chennai Plant 1, 4/113 Varadharajapuram, Chennai - Bangalore Highway, Poonamallee, Chennai

The loan was fully repaid during current year.The applicable interest rate was 10.5%

ii) Loan amounting to Rs. 2,002 million (Previous year: Nil) secured by creating a pledge on Investment in shares of one of the subsidiary of Motherson Sumi Systems Limited, MSSL GB Ltd on pari passu basis.

The principal amount to be paid to bank within period of 5 years from date of disbursement as a bullet payment.The loan carries interest rate of 8% p.a. payable quarterly / monthly rests.

iii) Loan amounting to Rs. 9 million (Previous year: Rs. 20 million) secured by fi rst charge on the movable fi xed assets and second charge on the current assets of CTM India Limited, both present and future.

Repayable in 20 equal quarterly instalments to be paid at the end of each quarter Starting from January 2013The applicable rate of interest is 12.75% p.a.

iv) "Loan amounting to Rs. 455 million (Previous year: Rs.183 million) secured by a) First charge on all movable fi xed assets of Motherson Sintermetal Technology Ltd., both present and future. b) Second charge on all current assets, both present and future.c) Letter of Comfort from the Company."

Moratorium of 12 months from the date of disbursement, thereafter repayment of 4.16% of loan amount every quarter starting from February 2016 up to February 2021.The applicable rate of interest is 12.50% p.a.

v) Loan amounting to Nil (Previous year: Rs.15 million) secured byPrimary :Exclusive fi rst charge on the assets created out of the term loanCollateral:Pari passu second charge on the residual value of the fi xed assets of Fritzmeier Motherson Cabin Engineering Private Limited. Second charge on the fi xed assets of Fritzmeier Motherson Cabin Engineering Private Limited exclusively charged to SBI subject to exclusive fi rst charge in favour of SBI.

The loan was fully repaid during current year.The applicable rate of interest was within the range of 12.85% - 12.60% p.a.

vi) Loan amounting to Nil (Previous year: Rs 270 million) secured by:- Exclusive charge on all current assets, immovable and movable fi xed assets of Motherson Advanced Tooling Solutions Limited.- Unconditional and irrevocable corporate guarantee of the Company to remain valid during entire tenure of the credit facility.

The loan was fully repaid during current year.The applicable rate of interest was 12.25% p.a.

vii) Loan amounting to Rs. 27 million (Previous year: Rs 47 million) secured by:- First charge on entire fi xed assets of Magneti Marelli Motherson Auto System Limited, both present and future- Collateral charge on the entire current assets of Magneti Marelli Motherson Auto System Limited, both present and future- Comfort Letters issued by the Company and Magneti Marelli, Spa Italy.

Repayable in 16 quarterly instalments after 15 months moratorium from the date of fi rst withdrawal i.e. June 2015.The applicable rate of interest was 8.9% p.a.

viii) Loan amounting to Rs. 80 million (Previous year: Rs 100 million) secured by:- First charge on entire fi xed assets of Magneti Marelli Motherson Auto System Limited, both present and future- Collateral charge on the entire current assets of Magneti Marelli Motherson Auto System Limited, both present and future- Comfort Letters issued by the Company and Magneti Marelli, Spa Italy.

Repayable in 20 quarterly instalments after 21 months moratorium from the date of fi rst withdrawal i.e. repayment would start from June -2016.The applicable rate of interest was 8.9% p.a.

ix) Loan Amounting to Rs. 49 million (Previous year: Rs 59 million) term loan secured by way of fi rst exclusive charge on entire fi xed assets and second charge on entire current assets of Magneti Marelli Motherson Shock Absorbers India Private Limited both present and future.

Repayable in 16 equal quarterly instalments to be paid at the end of each quarter from April 2017.The applicable rate of interest is base rate + .25% p.a. payable monthly.

x) Loan Amounting to Rs. 186 million (Previous year: 170 million) primarily secured by exclusive charge on movable fi xed assets of Samvardhana Motherson Auto Component Private Limited and corporate guarantee given by the Company

Repayable in 5 year and 2 months being fi rst repayment in April 2017 in 16 equal quarterly instalments ending on Oct, 2020.The applicable rate of interest was 8.75% p.a.





xi) Loan Amounting to Rs 45 million (Previous year: 47 million) secured by fi rst charge on entire fi xed assets of the company, both present and future.- Collateral charge on the entire current assets of Magneti Marelli Motherson Auto System Limited, both present and future- Comfort Letters issued by the Company and Magneti Marelli, Spa Italy.

Repayable in 20 quarterly instalment after 21 months moratorium from the date of fi rst withdrawal i.e. repayment would start from June 2016.The applicable rate of interest was 8.9% p.a.

xii) Loan Amounting to Rs 95 million (Previous year: Nil) secured by - First charge on entire fi xed assets of the company, both present and future- Collateral charge on the entire current assets of Magneti Marelli Motherson Auto System Limited, both present and future

Repayable in 16 quarterly instalment after 12 months moratorium from the date of fi rst withdrawal i.e. repayment would start from August 2017The applicable rate of interest was 9.65% p.a.

xiii) Loan Amounting to Rs. 20 million (Previous year: Nil) primarily secured by exclusive charge on movable fi xed assets of Samvardhana Motherson Auto Component Private Limited and corporate guarantee given by the Company.

Repayable in 5 years after 2 years moratorium.The applicable rate of interest was 8.75% p.a.

xiv) Loan Amounting to Rs 11 million (Previous year: Nil) secured by - Exclusive charge on current assets of Fritzmeier Motherson Cabin Engineering Private Limited.- Exclusive fi rst charge on the moveable and immovable fi xed assets of Fritzmeier Motherson Cabin Engineering Private Limited.

Repayable in 42 months from March 17 onwards. The applicable rate of interest is 9% p.a.

xv) Loan Amounting to Rs 20 million (Previous year: Nil) secured by letter of awareness provided by Nissin Electric Co. Limited.

Repayable in 6 equal half yearly instalments to be paid from August 2018. The applicable rate of interest is 9.09% p.a.

xvi) Loan Amounting to Rs 287 million ( Previous year: Nil) secured by -Exclusive charge on all the immovable fi xed assets of Motherson Advanced Tooling Solutions Limited comprising of : (a) Plot No. F-2/1, M.I.D.C, Aurangabad and (b) Plot No. A-3/2, M.I.D.C, Aurangabad - Exclusive charge on all the current assets and movable fi xed assets of the Motherson Advanced Tooling Solutions Limited (both present and future).-Corporate guarantee given by the Company."

Repayable in 16 quarterly instalment after 2 years moratorium.The applicable rate of interest was 9.65% p.a.

Long term foreign currency loans from Bank include:

i) Loan amounting to Rs. 638 million (Previous year : Rs 1083 million) secured by fi rst pari passu charge on entire fi xed assets, both movable & immovable, of the Motherson Sumi Systems Limited, present and future and second pari passu charge on the entire current assets of Motherson Sumi Systems Limited. These are also secured by way of deposit of title deeds of specifi ed properties.

1) Rs. 203 million (Previous year: Rs. 367 million) is repayable in remaining 3 half yearly instalments till August 2018 carrying Interest rate of 6 month US $ Libor + 205bps and from February 29, 2016 interest rate of 6 month US $ Libor + 160 bps

2). Rs. 113 million (Previous year: Rs. 220 million) is repayable in remaining 2 half yearly instalments till February 2018, carrying Interest rate of 6 month US $ Libor + 160bps

3) Rs. 17 million (Previous year: Rs. 55 million)) is repayable in remaining 1 half yearly instalment till August 2017, carrying Interest rate of 6 month US $ Libor + 175bps

4) Rs. 305 million (Previous year: Rs. 441 million)) is repayable in remaining 3 half yearly instalments started from March 2017 till September 2018, carrying Interest rate of 6 month US $ Libor + 71.25bps

The applicable rate of interest in respect of foreign currency loans from banks is within a range of 1.0 % p.a. to 3.0% p.a. (Previous year: 0.4% p.a. to 2.0 % p.a) over 3 to 6 months US $ Libor and 8.05% p.a. to 9.30% p.a. (Previous year: 7.5% p.a. to 9.3% p.a.) in respect of loans hedged.

ii) "Loan amounting to Rs. 116 million (Previous year: Rs. 218 million) Secured against: 1) General notarial bond to the value of ZAR 181 million plus additional costs over the movable assets of MSSL Global RSA Module Engineering Limited including its Durban plant, in favour of the Lender. 2) The special notarial bond to the value of ZAR 95 million plus additional costs over the plant and equipment assets of MSSL Global RSA Module Engineering Limited Durban funded using the Plant and Equipment Loan in favour of the Lender. 3) A fi rst covering mortgage bond over the property to the value of ZAR 80 million plus additional costs, in favour of the Lender."

"Repayable in monthly instalments from October' 2014 till June' 2020.The applicable rate of interest is Prime Rate minus 3% as applicable in South Africa for fi rst fi ve years after which it will be adjusted to prime rate minus 0.1% thereafter."





iii) Loan amounting to Rs.18 million (Previous year: Rs. 28 million) secured by General Notarial Bond on assets of Vacuform 2000 Pty Ltd.

1) Rs. 7 million (Previous year: Rs. 12 million) is repayable in 60 equal monthly instalments commenced from January 2015.

2) Rs. 11 million (Previous year: Rs. 16 million) is repayable in 60 equal monthly instalments commenced from 31 March 2014.The applicable rate of interest in respect of these loans is within a range of 7.5% to 13.5%

iv) Loan amounting to Rs 282 million(Previous year: Rs. 300 million) secured by specifi ed assets located at Boetzingen plant of SMP Deutschland GmbH

Repayable in monthly instalments started from January 2016 and ending in June 2020. The applicable rate of interest is 4.96 %

v) Loan amounting to Rs 9 million(Previous year: Rs. 10 million) secured against land and building of MSSL Japan.

"Repayable in 57 quarterly instalments from June 2015. The applicable rate of interest is 3 months Tibor + 0.95%"

vi) Loan amounting to Rs. 6 million (Previous year: Rs. 9 million) secured by pledge of the specifi c machinery by MSSL GMBH and future insurance receivables of debtors related to the same in favour of the Bank.

"Repayable in monthly instalments from January 2014 until May 2019.The applicable rate of interest is 4.5%"

vii) Loan amounting to Rs. 48 million (Previous year: Rs 15 million) secured by fi rst mortgage on plant & machinery of Samvardhana Motherson Invest Deutschland GmbH.

"Repayable in one bullet payment on September 30, 2025. The applicable rate of interest in respect of this loan is 2.2%."

viii) Loan amounting to Nil (Previous year: Rs. 693 million) secured by guarantee given by parent company Samvardhana Motherson Automotive Systems Group B.V.

"Fully repaid in April 2016. The applicable rate of interest was Euribor + 1.55%."

ix) Loan amounting to Rs. 1 million (Previous year: Rs. 1 million) secured against vehicle of Vacuform 2000 (Proprietary) Limited.

"Repayable in 60 instalments from November 01, 2015. The applicable rate of interest in respect of this loans is South Africa prime lending rate + 0.5%"

x) Rs. 1822 million (Previous year : Nil) secured by creating a pledge on Investment in shares of one of the subsidiary, MSSL GB Ltd on pari passu basis.

"Repayable as bullet payment in March 2022. The applicable rate of interest is 6 months Libor + 120 basis points to be paid on half yearly basis."

xi) Rs. 1682 million (Previous year : Nil) secured by creating a pledge on Investment in shares of one of the subsidiary, MSSL GB Ltd on pari passu basis.

"Repayable as bullet payment in March 2020. The applicable rate of interest is 3 months Euribor + 39 basis points."

xii) Rs. 71 million (Previous year : Nil) secured against the plant & machinery.

"Repayable as bullet payment in March 2020. The applicable rate of interest is 3 months Euribor + 1.15%"

xiii) Loan amounting to Rs. 54 million (Previous year : Rs. 39 million). The loan is secured against mortgage of plant and machinery of SMP Deutschland GmbH.

"Repayable in equal monthly instalments commencing from November 2013. The applicable rate of interest is 5.92%."

xiv) Loan amounting to Rs. 11 million (Previous year : Rs. 14 million). The loan is secured against mortgage of plant and machinery of SMP Deutschland GmbH.

"Repayable in equal monthly instalments commencing from May 2014, ending in March 2019. The applicable rate of interest is 5%."

xv) "Nil (Previous year: Rs. 14 million) secured by: First charge by way of hypothecation of all existing and future movable fi xed and current assets of Motherson Molds and Diecasting Limited."

"The loan was fully repaid during current year. The applicable rate of interest was 1.97%"

xvi) Loan Amounting to Rs. 1,450 million (Previous year: Rs. 1,583 million) secured by corporate guarantee given by the Company in respect of facility availed by Samvardhana Motherson Holding (M) Private Limited. Further, loan facility is secured by pledge of 9,000,000 (Previous year : 12,500,000) equity shares of Motherson Sumi Systems Limited held by the Company and charges on its assets by way of Hypothecation over current account no. 916020013180296 held with Axis Bank Limited, Sector 16, Noida Branch.

Repayable on or before March 2019. The applicable rate of interest is 6 month Euribor + 1.9%.

xvii) Loan Amounting to Rs. 12 million (Previous year: Nil) secured by fi rst charge by way of hypothecation of all existing and future movable fi xed and current assets of Motherson Molds and Diecasting Limited.

"Repayable on 07.03.2019. The applicable rate of interest is 6 month Libor + 99bps."

xviii) Loan Amounting to Rs. 10 million (Previous year: Nil) secured by fi rst charge by way of hypothecation of all existing and future movable fi xed and current assets Motherson Molds and Diecasting Limited.

"Repayable on 06.03.2019. The applicable rate of interest is 12 month Libor + 39bps."

xix) Loan Amounting to Rs. 691 million (Previous year: Nil) secured by Corporate Guarantee given by the Company.

"Repayable within 1 year from utilization date, i.e. March 2018.The applicable rate of interest is Euribor + 1.3%."





Long term Indian Rupee Loans from Other than Banks include:

i) Loan amounting to Nil (Previous year: Rs. 41 million) secured against land acquired from NOIDA authority under instalment plan by SMR Automotive Systems India Limited

"The loan was fully repaid during current year. The applicable rate of interest was 11% "

ii) Loan amounting to Rs. 17 million (Previous year: Rs. 22 million) for the purchase of Investment Property and is secured by that investment property of Motherson Sumi Systems Limited.

"Repayable in monthly instalments till March 2020. The applicable rate of interest is 9.85 %."

iii) "Loan from fi nance Company amounting to Nil (Previous year: Rs. 1147 million) has been secured by: - Pari-passu charge on the entire movable and immovable assets of Motherson Auto Solutions Limited - Corporate guarantee from the Company covering the facility amount."

"The loan was fully repaid during current year. The applicable rate of interest was 12.75% "

iv) Loan from a fi nance company amounting to Rs 1,747 million (Previous year : Nil) has been secured by pledge of 11,400,000 (Previous year : Nil) equity shares held in Motherson Sumi Systems Limited. Margin of 2 times to be maintained.

"Repayable in single instalment in June 2018. The applicable rate of interest is 8.9% p.a. due on maturity."

Long term Foreign Currency Loans from Other than Banks include:

i) Rs. 7 million (Previous year : Nil) secured against the offi ce equipments for which this loan has been taken by MSSL Gmbh.

"Repayable in monthly instalments until December 2021. The applicable rate of interest is 3.71%."

ii) Rs. 5 million (Previous year : Nil) secured against the offi ce equipment for which this loan has been taken by MSSL Gmbh

"Repayable in monthly instalments until October 2020.The applicable rate of interest is 3.78%."

Long term Foreign Currency Loans from Other than Banks include:

Finance Leases amounting to Rs.545 million (Previous year: 1,045 million) are secured by hypothecation of assets underlying the leases.

Rs. 13 million (Previous year: Rs. 36 million) repayable in monthly instalments.

Rs. 220 million (Previous year: 638 million) repayable in quarterly instalments.

Rs. 312 million (Previous year: Rs. 371 million) repayable in monthly instalments.

The applicable rate of interest in respect of foreign currency fi nance lease liabilities other than banks is within a range of 2.5% to 7% (Previous year: 2.95% to 10%).

Debenture

i) Nil (Previous year : Rs. 100 million) 0% redeemable non convertible debentures having face value of Rs. 10 million each amounting to Nil (Previous year : Rs. 1,000 million) allotted on February 20, 2014 have been secured by pledge of Nil (Previous year : 9,993,571) equity shares held in Motherson Sumi Systems Limited. Margin of 1.6 times to be maintained.

"100 NCDs redeemed in single instalment in February 2017. Redemption on 12.5% premium over face value calculated on the basis of 12.5% YTM compounding annually."

ii) Nil (Previous year : Rs. 150 million) 0% redeemable non convertible debentures having face value of Rs. 10 million each amounting to Nil (Previous year : 1,500 million) allotted on March 26, 2014 have been secured by pledge of Nil (Previous year : 15,667,890) equity shares held in Motherson Sumi Systems Limited. Margin of 1.6 times to be maintained.

"Series C: 150 NCDs redeemed in single instalment in March 2017. Redemption on 12.5% premium over face value calculated on the basis of 12.5% YTM compounding annually."

iii) Rs. 200 million (Previous year : Rs. 200 million) 0% redeemable non convertible debentures having face value of Rs. 10 million each amounting to Rs. 2,000 million allotted on November 19, 2015 have been secured by pledge of 13,500,000 (Previous year : 16,400,000) equity shares held in Motherson Sumi Systems Limited. Margin of 1.8 times to be maintained. These NCDs are listed on Bombay Stock Exchange.

"NCDs are due for redemption in December 2018.Redemption on 9.9822% premium over face value calculated on the basis of 9.9822% YTM compounding annually."

iv) Rs. 200 million (Previous year : Rs. 200 million) 0% redeemable non convertible debentures having face value of Rs. 10 million each amounting to Rs. 2,000 million allotted on December 3, 2015 have been secured by pledge of 12,800,000 (Previous year : 16,7000,000) equity shares held in Motherson Sumi Systems Limited. Margin of 1.8 times to be maintained. These NCDs are listed on Bombay Stock Exchange.

"NCDs are due for redemption in January 2019. Redemption on 10% premium over face value calculated on the basis of 10% YTM compounding annually."





v) Rs. 200 million (Previous year : Rs. 200 million) 0% redeemable non convertible debentures having face value of Rs. 10 million each amounting to Rs. 2,000 million allotted on March 09, 2016 have been secured by pledge of 12,200,000 (Previous year : 16,000,000) equity shares held in Motherson Sumi Systems Limited. Margin of 1.68 times to be maintained.

"NCDs are due for redemption in September 2017.Redemption on 10% premium over face value calculated on the basis of 10% YTM compounding annually."

vi) Rs. 120 million (Previous year : Nil) 0% redeemable non convertible debentures having face value of Rs. 10 million each amounting to Rs. 1,200 million allotted on September 1, 2016 have been secured by pledge of 7,300,000 (Previous year : Nil) equity shares held in Motherson Sumi Systems Limited. Margin of 1.68 times to be maintained.

"NCDs are due for redemption in November 2017.Redemption on 9.25% premium over face value calculated on the basis of 9.25% YTM compounding annually."

4 1/8 % Senior Secured Notes Due 2021

"Loan amounting to Rs 34,181 million (Previous year: Rs 37,690 million) secured by:a. Guarantee given by some of the material subsidiaries of Samvardhana Motherson Automotive Systems Group B.V.b. 100% share pledge of material subsidiaries of Samvardhana Motherson Automotive Systems Group B.V.c. Assets security given by some subsidiaries of Samvardhana Motherson Automotive Systems Group B.V"

"The Notes bear interest at a rate of 4.125% payable semi-annually on 15th January and 15th July of each year and will mature on 15th July, 2021. The Notes carry a prepayment option and as per the terms of the indenture, the Group may at any time on or after 15th July, 2017, redeem all or part of the Notes by paying the redemption prices set forth in the indenture. Prior to 15th July, 2017, the Group is entitled at its option, to redeem all or a portion of the Notes by paying 100% of the principal amount of such Notes, plus accrued and unpaid interest, if any, plus a “make-whole” premium. In addition, prior to July 15, 2017, the Group may redeem, at its option, up to 35% of the Notes with the net proceeds from certain equity offerings."

3.7% Senior Secured Notes Due 2025

"Loan amounting to Rs 6,836 million (Previous year: Rs 7,538 million) secured by:a. Guarantee given by some of the material subsidiaries of Samvardhana Motherson Automotive Systems Group B.V.b. 100% share pledge of material subsidiaries of Samvardhana Motherson Automotive Systems Group B.V.c. Assets security given by some subsidiaries of Samvardhana Motherson Automotive Systems Group B.V."

"The Notes bear interest at a rate of 3.70% payable annually on 18th June each year and will mature on 18th June, 2025. The Notes carry a prepayment option and as per the terms of the indenture the Group may at any time prior to June 18, 2025, redeem all or a portion of the Notes by paying 100% of the principal amount of such Notes, plus accrued and unpaid interest and additional amounts, if any, to the date of redemption, plus a “make-whole” premium. In addition, prior to June 18, 2025, the subsidiary may redeem, at its option, up to 35% of the Notes with the net proceeds from certain equity offerings."

4 7/8 % Senior Secured Notes Due 2021

"Loan amounting to Rs 25,678 million (Previous year: Nil) secured by:The Notes are structured as senior secured obligations and will rank pari passu in right of payment with all the existing and future senior obligations of Samvardhana Motherson Automotive Systems Group B.V., including the obligations under the 2025 Notes, the 2021 Notes and the Revolving Credit Facilities. The Notes are guaranteed on a senior secured basis by certain subsidiaries of Samvardhana Motherson Automotive Systems Group B.V. and are secured by share pledge and security interests granted over certain property and assets of Samvardhana Motherson Automotive Systems Group B.V. and certain of its subsidiaries."

"The Notes bear interest at a rate of 4.875% payable semi annually on June 16 & December 16 each year and will mature on 16th December, 2021. The Notes carry a prepayment option and as per the terms of the indenture, the Group may at any time on or after June 16, 2019, redeem all or part of the Notes by paying the redemption prices set forth in the indenture. Prior to June 16, 2019, the Group is entitled at its option, to redeem all or a portion of the Notes by paying 100% of the principal amount of such Notes, plus accrued and unpaid interest, if any, plus a “make-whole” premium. In addition, prior to June 16, 2019, the Group may redeem, at its option, up to 35% of the principal amount of the Notes at a redemption price equal to 104.875% of the principal amount of the Notes, plus accrued and unpaid interest, if any, up to the redemption date."

(b) Terms of repayment for unsecured borrowings:

Nature of Security Terms of Repayment4.25% Senior Unsecured Bond Due 2018Loan amounting to Rs 2,404 million (Previous year : Nil) "The bonds bear interest at a rate of 4.25% payable annually on 20th

September of each year and will mature on September 20, 2018 at par. The bonds constitute direct, unsecured and unguaranteed obligations of the Issuer ranking pari passu among each other and with all other unsecured and unsubordinated indebtedness of the Issuer, save for such obligations as may be preferred by mandatory provisions of law."

Unsecured Rupee Term Loans from Banks - Loan amounting to Rs. 3 million (Previous year: Rs. 3 million) "Repayable in 10 equal half yearly instalments commencing from

April 2016.The applicable rate of interest is within range of 9.75% to 10.00%."




Nature of Security Terms of RepaymentUnsecured Foreign Currency Term Loans from Banks -

i) Loan amounting to Nil (Previous year: Rs. 163 million). Motherson Sumi Systems Limited has given a negative lien on the assets purchased out of the said facility.

"Fully repaid in January 2017.The applicable rate of interest was 6 month US $ Libor + 200 bps."

ii) "Loan amounting to Rs. 12 million (Previous year: Rs. 27 million) against:1) Negative lien on pledge of shares of operating subsidiaries of Samvardhana Motherson Refl ectec Group Holdings Limited (SMR)2) Negative lien on assets of operating subsidiaries for any loan availed in operating subsidiaries of SMR over and above Euro 30 million on consolidated basis.3) Undertaking from the Company and Samvardhana Motherson International Limited that they would not reduce their shareholding in SMR below 75%."

"Repayable in 16 quarterly instalments commenced from January 2016.The applicable rate of interest is 1.5%"

iii) Loan amounting to Rs. 8 million (Previous year: Rs. 11 million). Repayable in 55 equal monthly instalments (after 5 months moratorium) until February 2021.

iv) Loan amounting to Rs. 39 million (Previous year: Rs 34 million) "Repayable in equal monthly instalments commencing from September 2014.The applicable rate of interest is 5.6 %"

v) Loan amounting to Rs.36 million (Previous year: 29 million) "Repayable in monthly instalments up to April, 2019.Applicable interest rate of 5.60%."

vi) Loan amounting to Rs.20 million (Previous year: 18 million) "Repayable in equal monthly instalments commencing from September 2014.The applicable rate of interest is 5.6 %"

vii) Loan amounting to Rs.982 million (Previous year: Nil) "Repayable in July 2018.The applicable rate of interest is Euribor + margin 0.85%"

viii) Loan amounting to Rs. 207 million (Previous year: Rs.264 million) Repayable in 9 equal half yearly instalment from 36 month from date of each drawdown.

ix) Loan Amounting to Nil (Previous year: Rs. 528 million) "The loan was fully repaid during current year.The applicable rate of interest was Euro Libor + 297 bps."

Unsecured Indian Rupee Loans from Other than Banks - Loan amounting to Rs. 1 million (Previous year: Rs. 1 million) are 5.00% non cumulative preference shares allotted to joint venturer, compulsorily convertible into equity shares of KIML at the end of 20 years from the date of issue i.e. 24th March 2010.

Interest free loan of Rs. 31 million (Previous year: Rs 19 million) is repayable in November 2022 entirely in one instalment, against which the bank guarantee is furnished by Motherson Sumi Systems Limited.

Loan Amounting to Rs 333 million ( Previous year: Nil) repayable in a single instalment in May 2018 @ 9.1% p.a. interest due on maturity.

Unsecured Foreign Currency Loans from Other than Banks - "Loan amounting to Nil (Previous year: Rs. 0* million) fully repaid in June 2016.The applicable rate of interest was 2.32%"

Loan amounting to Rs. 18 million (Previous year: 16 million) with no fi xed repayments terms carrying interest rate of 10.5%

Loan amounting to Rs. 51 million (April 01, 2016: Rs 29 million) repayable in half yearly instalments until March 2024.

Loan amounting to Rs. 42 million (Previous year: Rs. 44 million) repayable in 10 yearly instalments commencing from 2074.

Loan amounting to Rs. 61 million (Previous year: Rs. 35 million) repayable in various instalments starting after 4 years to be repaid in 10 years with fi nal maturity in 2028 carrying interest rate of 5%.

Loan amounting to Rs. 19 million (Previous year: Rs. 38 million) repayable in various instalments up to February 2023 carrying interest rate of 5%

Loan amounting to Rs. 5 million (Previous year: Nil) repayable in two instalments by December 2017 carrying interest rate of 5%

Loan amounting to Rs. 7 million (Previous year: Nil) to be repaid by December 2023 carrying interest rate of 5%

Loan amounting to Rs. 130 million (Previous year: Nil). Interest free loan to be repaid yearly.

Loan amounting to Rs. 75 million (Previous year: Rs. 249 million) carrying interest rate of 3.95% to be repaid yearly.

Loan amounting to Rs. 491 million (Previous year: Rs 297 million). Interest free loan to be repaid until 2025.

Loan amounting to Rs. Nil (Previous year: Rs. 5 million) carrying interest rate of 4.15%, fully repaid during the year.




Nature of Security Terms of RepaymentLoan amounting to Rs. 25 million (Previous year: Rs. 55 million) repayable in quarterly instalments up to May, 2020 carrying interest rate of 4%.

Loan amounting to Nil (Previous year: Rs. 18 million) carrying interest rate of 4%, fully repaid during the year.

Unsecured Finance lease Other than Banks - "Rs.12 million (Previous year: Nil) repayable in monthly instalments till life of assets purchased. The applicable rate of interest is within range of 0.3% to 2.6%."

Unsecured Foreign Currency Loans from Related Party - Loan amounting to Rs. 5 million (Previous year: Rs. 6 million) repayable in March 2018.The aplicable rate of interest is Libor 6M+ 250 bps.

" Loan amounting to Rs. 119 million (Previous year: Rs. 128 million) repayable in October 2017.The applicable rate of interest is Euribor 6M+ 250 bps. "

" Loan amounting to Rs. 3 million (Previous year: Rs.4 million) repayable in September 2017.The applicable rate of interest is Euribor 6M+ 250 bps. "

Loan amounting to Rs. 6 million (Previous year: Rs. 6 million) repayable in December 2017.The applicable rate of interest is Libor 6M+ 250 bps. "

" Loan amounting to Rs. 8 million (Previous year: Rs. 9 million) repayable up to June 2017.The applicable rate of interest is Euribor 6M + 250 bps. "

" Loan amounting to Rs. 125 million (Previous year: Rs. 127 million) repayable in March 2017.The applicable rate of interest is Libor 6M+ 350 bps. "

" Loan amounting to Rs. 2 million (Previous year : Nil) repayable in May 2017. The applicable rate of interest is Libor 6M+ 250 bps. "

Rs. 12 million (Previous year : Nil) repayable on September 30, 2018 carrying 3% interest rate.

" Loan amounting to Rs. 5 million (Previous year: Rs. 6 million) repayable in December 2017.The applicable rate of interest is Euribor 6M+ 250 bps. "

Loans from related parties - INR Loan amounting to Nil (Previous year: Rs. 85 million) carrying interest rate of Bank rate + 0.25%, fully repaid during the year.

Loan amounting to Nil (Previous year: Rs. 50 million) carrying interest rate of Bank rate + 0.25%, fully repaid during the year.

" Loan Amounting to Rs. 9 million (Previous year : Nil) repayable on June 30, 2019.The applicable rate of interest is 13% p.a. "

Loan amounting to Nil (Previous year : Rs. 7 million) carrying interest rate of LIBOR (Japanese Yen) - 6 months plus 0.15%, fully repaid during the year.

As atMarch 31, 2017

As atMarch 31, 2016

6. Deferred Tax Liabilities (Net)Deferred tax LiabilitiesDepreciation 2,089 1,649

Others 425 143

Less:

Deferred tax assetsEmployee benefi ts (2) (4)

Total 2,512 1,788

Note:- Deferred Tax Assets and Deferred Tax Liabilities have been offset to the extent they relate to the same governing taxation laws.




As atMarch 31, 2017

As atMarch 31, 2016

7. Other Long-Term LiabilitiesTrade payables * 435 0

Other Payables:Advance from customers 35 92

Unearned revenue 1,743 1,274

Retention money 20 13

Security deposit received 78 41

Advance recovery from employees 50 44

Premium on redemption of debentures (Refer Note 48) 597 167

Interest accrued but not due on borrowings 58 -

Mark to market liability for cross currency swap 10 -

Others 261 76

Total 3,287 1,707


As atMarch 31, 2017

As atMarch 31, 2016

8. Long Term Provisionsi) Provision for employee benefi ts

- Gratuity & Pensions (Refer Note 37) 1,148 1,234

- Compensated absences (Refer Note 37) 259 214

- Longevity / Jubilee bonus 183 173

- Others 635 636

ii) Other Provisions- for Warranties (Refer Note 44) 112 99

- for Litigations (Refer Note 44) 64 56

- Others 22 -

Total 2,423 2,412




As atMarch 31, 2017

As atMarch 31, 2016

9. Short Term BorrowingsSecured:i) Loans repayable on demand- from banks

- Rupee Loan1 306 577

- Foreign Currency Loan2 1,599 5,594

ii) Other short term loans - from banks

- Rupee Loan3 - 222

- Foreign Currency Loan4 152 762

iii) Other short term loans - from others

- Rupee Loan5 400 1,000

Unsecured:i) Loans repayable on demand- from banks

- Rupee Loan 62 338

- Foreign Currency Loan 843 149

ii) Other short term loans - from banks

- Rupee Loan - 42

- Foreign Currency Loan 514 -

iii) Other short term loans - from others

- Commercial Paper 1,390 789

- Foreign Currency Loan 981 -

iv) Loans and advances from related parties 544 310

Total 6,791 9,783 Nature of Security for secured borrowings:

1 Rs. 13 million (Previous year: Rs. 78 million) repayable on demand, secured by fi rst pari passu charge on entire current assets of Motherson Sumi Systems Limited including receivables, both present and future and second pari passu charge over the fi xed assets of Motherson Sumi Systems Limited including equitable mortgage of specifi ed properties.

Rs. 47 million (Previous year: Nil) secured by exclusive charge on the current assets and exclusive fi rst charge on movable and immovable fi xed assets of the Fritzmeier Motherson Cabin Engineering Limited.

Nil (Previous year: Rs. 32 million) primarily secured by way of fi rst charge over entire current assets of Fritzmeier Motherson Cabin Engineering Limited on pari-passu basis with SBI and collateral charge on the residual fi xed assets of Fritzmeier Motherson Cabin Engineering Limited, second charge on fi xed assets exclusively charged to SBI subject to exclusive fi rst charge in favour of SBI.

Nil (Previous year: Rs. 39 million) primarily secured by pari passu fi rst charge with Development Credit Bank Limited on the entire stock of raw material, semi fi nished and fi nished goods, consumables, packing material, spares, stores and other current assets along with assets secured for term loans and collateral secured by second charge on the current assets of Fritzmeier Motherson Cabin Engineering Ltd charged to Development Credit Bank Limited.

Rs. 49 million (Previous year: Rs. 68 million) secured by exclusive charge on all current assets and immovable & movable fi xed assets of Motherson Advanced Tooling Solutions Limited, both present and future and Corporate Guarantee given by the Company.

Rs. 183 million (Previous year: Rs. 173 million) primary secured by hypothecation of entire current assets of Motherson Infotech and Design Limited including receivables, both present and future and collateral secured by equitable mortgage of land/building (plot measuring 19191.58 sq. meters) located at C-26, Sector-62, Noida.

Rs. 14 million (Previous year: Nil) repayable on demand, fi rst charge by way of hypothecation of all existing and future movable fi xed and current assets of Motherson Molds and Diecasting Limited.

Nil (Previous year: Rs. 38 million) secured by exclusive fi rst charge on current assets of Magneti Marelli Motherson Auto Systems Limited, both present & future. Collateral charge on fi xed assets of Magneti Marelli Motherson Auto Systems Limited, both present & future. Comfort Letter issued by the Company & Magneti Marelli, Spa Italy.

Nil (Previous year: Rs. 64 million) secured by fi rst pari-passu charge both present and future on all current assets of SMR Automotive Systems India Limited.

Nil (Previous year: Rs. 85) secured by fi rst pari-passu charge both present and future on all current assets of SMR Automotive Systems India Limited.




2 Rs. 440 million (Previous year: Rs. 722 million) secured by charge on the inventory and receivables of MSSL Wiring System Inc.

Rs. 32 million (Previous year: Rs. 1,014 million) secured by fi rst pari passu charge on entire current assets of SMP Automotive Systems Mexico S.A. de C.V. including receivables, both present and future and second pari passu charge over the fi xed assets of SMP Automotive Systems Mexico S.A. de C.V. including equitable mortgage of specifi ed properties.

Nil (Previous year: Rs. 3,511 million) secured over the inventory and receivables of SMP Automotive Systems Mexico S.A. de C.V.

Rs.1,114 million (Previous year: Rs. 123 million ) secured over the inventory and receivables of SMP Automotive Interiors (Beijing) Co. Ltd.

Rs. 13 million (Previous year: Rs 12 million) fi rst charge by way of hypothecation of all existing and future movable fi xed and current assets of Motherson Molds and Diecasting Limited.

3 Nil (Previous year: Rs. 222 million) secured by fi rst pari passu charge on entire current assets of Motherson Sumi Systems Limited including receivables, both present and future and second pari passu charge over the fi xed assets of Motherson Sumi Systems Limited including equitable mortgage of specifi ed properties.

4 Rs. 54 million (Previous year: Rs. 30 million) secured by documents of title to goods/ accepted bills, omnibus counter guarantee of Magneti Marelli Motherson Auto Systems Limited and by exclusive fi rst charge on current assets of Magneti Marelli Motherson Auto Systems Limited, both present & future. Collateral charge on fi xed assets of Magneti Marelli Motherson Auto Systems Limited, both present & future. Comfort Letter Issued by the Company & Magneti Marelli, Spa Italy for cash credit facility.

Rs.75 million (Previous year: Nil) secured by bank deposit of SMR Automotive Yancheng Company Ltd.

Nil (Previous year: Rs. 730 million) secured by Corporate Guarantee of SMR Poong Jeong Automotive Mirrors Korea Ltd.

Rs.18 million (Previous year: Rs.2 million ) secured over the inventory and receivables of Motherson Elastomers Pty Limited.

Rs. 5 million ( Previous year: Nil) repayable by May 2017, secured by hypothecation of Inventory & Book Debts and second charge on fi xed assets of Magneti Marelli Motherson Shock Absorbers India Private Limited.

5 Nil (Previous year : Rs. 1000 million) has been secured by pledge of Nil (Previous year: 10,194,500) equity shares held in Motherson Sumi Systems Limited. Margin of 2 times to be maintained.

Rs. 400 million (Previous year : Nil) has been secured by pledge of 2,600,000 (Previous year: Nil) equity shares held in Motherson Sumi Systems Limited. Margin of 2 times to be maintained.

(Short-term borrowings carry interest rate ranging from 2% to 12% and applicable inter bank lending rate for loan currency / applicable base rate of commercial banks of the country of borrower plus spread of 0.0% to 5.0%.

As atMarch 31, 2017

As atMarch 31, 2016

10. Trade PayablesTotal outstanding dues of micro and small enterprises and 53 25

Total outstanding dues of creditors other than micro and small enterprises 66,056 51,917

Total 66,109 51,942

As atMarch 31, 2017

As atMarch 31, 2016

11. Other Current Liabilities Other current liabilities

- Current maturities of long term debt (Refer Note 5) 4,293 4,648

- Current maturities of fi nance lease obligations (Refer Note 5) 218 532

- Interest accrued but not due on borrowings 892 725

- Interest accrued and due on borrowings 6 4

- Unearned revenue 4,488 2,207

- Unpaid dividends1 9 15

- Employee benefi ts payable 6,625 5,658

- Statutory dues payable 4,110 4,200

- Advances received from customers 5,835 5,706

- Security Deposit Received 2 2

- Advance recovery from employees 41 19

- Premium on Redemption of Debentures (Refer Note 48) 282 726

- Others 3,884 2,246

Total 30,685 26,688




As atMarch 31, 2017

As atMarch 31, 2016

12. Short Term Provisionsi) Provision for employee benefi ts

- gratuity and pensions (Refer Note 37) 93 87

- compensated absences1 74 77

- restructuring/ severence costs 130 178

- others 52 54

ii) Other Provisions- for warranties (Refer Note 44) 1,002 1,139

- for other litigations (Refer Note 44) 304 156

- for onerous contracts (Refer Note 44) 9 10

- for dividend in consolidated companies - 11

- for dividend tax in consolidated companies - 2

- for income tax (Net of advance income tax) 2 1,262 647

- others 136 160

Total 3,062 2,521 1 ` 40 million (Previous year : ̀ 45 million) include provision for unused entitlement of compensated absences in the nature of short

term employee benefi ts.

2 Advance income tax and provision for tax has been offset to the extent they relate to the same governing taxation laws.




13

FIX

ED

AS

SE

TS

(

Refe

r N

ote

2.4

, 2.5

and

2.7

)

(All

amou

nts

in `

Mill

ion

unle

ss o

ther

wis

e st

ated

)

Par

ticul

ars

GRO

SS B

LOCK

D

EPRE

CIAT

ION

/ AM

ORT

IZAT

ION

NET

BL

OCK

A

s at

M

arch

31

, 201

6

Add

ition

s o

n ac

coun

t of

ac

quis

ition

3

Add

ition

s du

ring

the

year

Del

etio

ns /

Sal

e/

Adju

stm

ents

Oth

er

Adju

stm

ent

Exch

ange

Tr

ansl

atio

n Ad

just

men

t

Tot

al

as a

t M

arch

31

, 201

7

Upt

o M

arch

31

, 201

6

Add

ition

s o

n ac

coun

t of

ac

quis

ition

3

Depr

ecia

tion

/ Am

ortiz

atio

n fo

r the

yea

r 1a

, 1b

& 2

Depr

ecia

tion/

Am

ortiz

atio

n on

Del

etio

ns

/ Sal

e/Ad

just

men

ts

Oth

er

Adju

stm

ent

Exch

ange

Tr

ansl

atio

n Ad

just

men

t

Tot

al

as a

t M

arch

31

, 201

7

As

at

Mar

ch

31, 2

017

Tang

ible

Ass

ets

O

wn A

sset

s

Lease

hold

Land

1

,978

-

20

-

(

91)

(105)

1,8

02

245

-

24

1

(4)

(15)

249

1,5

53

Fre

ehold

Land

5

,580

104

1,2

01

3

(355)

(178)

6,3

49

-

-

-

-

-

-

-

6,3

49

Lease

hold

imp

rove

ments

3

44

10

72

-

(

7)

(6)

413

178

10

31

-

(5)

(6)

208

205

Build

ing

2

3,9

40

674

4,9

77

-

(196)

(1,4

91)

27,9

04

5,9

88

391

1,0

18

18

(94)

(282)

7,0

03

20,9

01

Pla

nt &

Machin

ery

8

7,9

16

5,4

73

13,4

26

1,4

66

(1,2

21)

(4,6

22)

99,5

06

55,5

22

3,5

98

6,9

68

966

(706)

(2,7

17)

61,6

99

37,8

07

Furn

iture

& fi

xture

s 5

,215

20

774

413

(55)

(308)

5,2

33

3,5

48

15

712

520

(30)

(191)

3,5

34

1,6

99

Offi

ce e

quip

ments

1

,202

67

330

3

6

(18)

(73)

1,4

72

941

59

107

58

(13)

82

1,1

18

354

Com

pute

rs*

2,3

53

-

501

6

7

(33)

(137)

2,6

17

1,9

90

-

269

67

(26)

(110)

2,0

56

561

Vehic

les

427

-

22

4

3

(9)

(19)

378

305

-

34

37

(6)

(15)

281

97

Tota

l (A)

1

,28,

955

6,3

48

21,

323

2,0

28

(1,9

85)

(6,9

39)

1,4

5,67

4 6

8,71

7 4

,073

9

,163

1

,667

(8

84)

(3,2

54)

76,

148

69,

526

Asse

ts T

aken

on

Fina

nce

Leas

e B

uild

ing

1

,548

-

-

557

(16)

(79)

896

433

-

23

69

(3)

(31)

353

543

Pla

nt &

Machin

ery

2

,286

27

-

248

(25)

(39)

2,0

01

1,4

24

6

179

159

(12)

(69)

1,3

69

632

Furn

iture

& F

ixtu

res

19

-

10

-

-

(1)

28

11

-

2

-

-

(1)

12

16

Offi

ce e

quip

ments

* 0

-

-

-

-

-

0

-

-

-

-

-

-

-

0

Com

pute

rs

7

-

-

-

-

-

7

7

-

-

-

-

-

7

-

Tota

l (B)

3

,860

2

7 1

0 8

05

(41)

(119

) 2

,932

1

,875

6

2

04

228

(1

5) (1

01)

1,7

41

1,1

91

TOTA

L TA

NGIB

LE

ASSE

TS (A

+B)

1,3

2,81

5 6

,375

2

1,33

3 2

,833

(2

,026

) (7

,058

) 1

,48,

606

70,

592

4,0

79

9,3

67

1,8

95

(899

) (3

,355

) 7

7,88

9 7

0,71

7

Inta

ngib

le A

sset

s G

ood

will

on A

cq

uis

ition &

C

onso

lidatio

n 1

2,8

46

11,3

38

252

-

(

31)

(265)

24,1

40

579

-

-

-

(1)

(0)

578

23,5

62

Technic

al K

now

how

fees

338

-

52

-

(2)

(20)

368

242

-

40

1

(1)

(17)

263

105

Busi

ness

& C

om

merc

ial

Rig

hts

1

22

2,2

66

-

-

(1)

(7)

2,3

80

90

1,3

60

12

-

(1)

(4)

1,4

57

923

Inte

llectu

al p

rop

ert

y rig

hts

5

02

-

-

81

(5)

(41)

375

418

(35)

23

-

(3)

(37)

366

9

Softw

are

* 2

,408

764

374

5

(23)

(167)

3,3

51

1,9

51

356

224

14

(17)

(128)

2,3

72

979

TOTA

L IN

TANG

IBLE

AS

SETS

1

6,21

6 1

4,36

8 6

78

86

(62)

(500

) 3

0,61

4 3

,280

1

,681

2

99

15

(23)

(186

) 5

,036

2

5,57

8




13

FIX

ED

AS

SE

TS

(P

revio

us Y

ear)

(A

ll am

ount

s in

` M

illio

n un

less

oth

erw

ise

stat

ed)

Par

ticul

ars

GRO

SS B

LOCK

D

EPRE

CIAT

ION

/ AM

ORT

IZAT

ION

NET

BL

OCK

A

s at

M

arch

31

, 201

5

Add

ition

s o

n ac

coun

t of

ac

quis

ition

3

Add

ition

s du

ring

the

year

Del

etio

ns /

Sal

e/

Adju

stm

ents

Oth

er

Adju

stm

ent

Exch

ange

Tr

ansl

atio

n Ad

just

men

t

Tot

al

as a

t M

arch

31

, 201

6

As

at M

arch

31

, 201

5

Add

ition

s o

n ac

coun

t of

ac

quis

ition

3

Depr

ecia

tion

/ Am

ortiz

atio

n fo

r the

yea

r 1a

, 1b

& 2

Depr

ecia

tion/

Am

ortiz

atio

n on

Del

etio

ns

/ Sal

e/Ad

just

men

ts

Oth

er

Adju

stm

ent

Exch

ange

Tr

ansl

atio

n Ad

just

men

t

Tot

al

as a

t M

arch

31

, 201

6

As

at

Mar

ch

31, 2

016

Tang

ible

Ass

ets

Own

Ass

ets

Lease

hold

Land

1

,362

-

260

3

7

-

393

1,9

78

168

-

43

1

-

35

245

1,7

33

Fre

ehold

Land

4

,839

-

863

1

98

-

76

5,5

80

-

-

-

-

-

-

-

5,5

80

Lease

hold

imp

rove

ments

3

48

-

29

3

7

-

4

344

144

-

37

8

-

5

178

166

Build

ing

1

8,6

72

-

4,6

30

3

8

(17)

693

23,9

40

5,2

87

-

885

27

(16)

(141)

5,9

88

17,9

52

Pla

nt &

Machin

ery

6

9,8

49

-

13,6

12

1

,540

18

5,9

77

87,9

16

44,7

67

-

7,4

27

849

16

4,1

61

55,5

22

32,3

94

Furn

iture

& fi

xture

s 3

,960

-

903

2

4

16

360

5,2

15

2,6

05

-

777

50

35

181

3,5

48

1,6

67

Offi

ce e

quip

ments

* 1

,066

-

83

2

1

(16)

90

1,2

02

820

-

84

24

(35)

96

941

261

Com

pute

rs *

2,0

72

0

238

122

(1)

166

2,3

53

1,7

18

0

183

105

-

194

1,9

90

363

Vehic

les

449

-

46

8

7

-

19

427

327

-

46

78

-

10

305

122

Tota

l (A)

* 1

,02,

617

0

20,

664

2,1

04

- 7

,778

1

,28,

955

55,

836

0

9,4

82

1,1

42

- 4

,541

6

8,71

7 6

0,23

8 As

sets

Tak

en o

n Fi

nanc

e Le

ase

Build

ing

1

,391

-

-

-

-

157

1,5

48

359

-

32

-

-

42

433

1,1

15

Pla

nt &

Machin

ery

2

,628

-

248

7

94

-

204

2,2

86

1,4

82

-

167

374

-

149

1,4

24

862

Furn

iture

& F

ixtu

res

14

-

4

-

-

1

19

9

-

2

-

-

-

11

8

Offi

ce e

quip

ments

* 0

-

-

-

-

-

0

-

-

-

-

-

-

-

0

Com

pute

rs

7

-

-

-

-

-

7

7

-

-

-

-

-

7

-

Tota

l (B)

4

,040

-

252

7

94

- 3

62

3,8

60

1,8

57

- 2

01

374

-

191

1

,875

1

,985

TO

TAL

TANG

IBLE

AS

SETS

(A+B

) * 1

,06,

657

0

20,

916

2,8

98

- 8

,140

1

,32,

815

57,

693

0

9,6

83

1,5

16

- 4

,732

7

0,59

2 6

2,22

3

Inta

ngib

le A

sset

s G

ood

will

on A

cq

uis

ition &

C

onso

lidatio

n

12,0

47

598

-

141

-

342

12,8

46

26

-

553

-

-

-

579

12,2

67

Technic

al K

now

ho

w fees

280

-

70

-

(

29)

17

338

225

-

32

5

(27)

17

242

96

Busi

ness

& C

om

merc

ial

Rig

hts

1

01

-

24

1

0

-

7

122

80

-

16

10

-

4

90

32

Inte

llectu

al p

rop

ert

y rig

hts

4

49

-

-

3

-

56

502

345

-

31

3

-

45

418

84

Softw

are

* 1

,954

-

252

7

2

9

180

2,4

08

1,5

19

-

255

0

27

150

1,9

51

457

TOTA

L IN

TANG

IBLE

AS

SETS

1

4,83

1 5

98

346

1

61

- 6

02

16,

216

2,1

95

- 8

87

18

- 2

16

3,2

80

12,

936

1a

Inclu

des

imp

air

ment lo

ss a

mountin

g to N

il (P

revi

ous

year

` 1 m

illio

n)

recog

nis

ed

during

the y

ear

(Refe

r N

ote

31).

1b

Dep

recia

tion in

clu

des

Imp

air

ment. In r

esp

ect of cert

ain

fi xe

d a

ssets

of one s

tep

dow

n s

ub

sid

iary

of M

oth

ers

on S

um

i Sys

tem

s Lim

ited

am

ountin

g to N

il (P

revi

ous

year:

` 1

343 m

illio

n)

and

good

will

arisi

ng

on c

onso

lidatio

n o

f M

oth

ers

on S

inte

rmeta

l Technolo

gy

Lim

ited

am

ountin

g to N

il (P

revi

ous

year

: `

552 m

illio

n)

2

Inclu

des

dep

recia

tion o

f `

3 m

illio

n (P

revi

ous

year

: `

3 m

illio

n)

cap

italiz

ed

during

the y

ear

on a

ssets

use

d for

cre

atio

n o

f se

lf g

enera

ted

ass

ets

. (R

efe

r N

ote

31)

3

On a

ccount of acq

uis

itions

mad

e d

uring

the y

ear

(Refe

r N

ote

52)

4

Inclu

des

am

ount on a

ccount of chang

e in

hold

ing

in M

oth

ers

on S

um

i Sys

tem

s Lim

ited

conse

quent to

pre

frentia

l and

QIB

allo

tment to

oth

er

share

hold

ers

.

* A

mount is

belo

w the r

ound

ing

off n

orm

ad

op

ted

by

the C

om

pany




As atMarch 31, 2017

As atMarch 31, 2016

14. NON-CURRENT INVESTMENTSLong-term investment:Trade Investment Property (at cost less accumulated depreciation)Cost of Buildings 710 639

Additions/(deletions):Additions on account of change in holding* (11) 0

Additions during the year 132 3

Exchange translation adjustment (30) 68

Gross Block 801 710 Accumulated depreciation:Opening balance 277 232

Additions/(deletions):Additions on account of change in holding* (3) 0

Depreciation for the year 20 16

Exchange translation adjustment* 0 29

Net Block 507 433

Trade Investment (Unquoted, valued at cost)1

Investment in associates:i. Motherson Air Travel Agencies Ltd. 2

Nil (Previous year : 325,000) equity shares of ` 10/- each fully paid up

Net asset value as at the beginning of the year 123

Add: Share of profi t/ (loss) for current year 6

Less: Disposal during the year (129) - 123

ii. Saks Ancillaries Limited (held by MSSL)

1,000,000 (Previous year : 1,000,000) equity shares of ` 10/- each fully paid up


Less: Change in Shareholding (1)

Add: Share of profi t/ (loss) for current year 1 13 13

i. Re-time Pty Limited (held by SMR)

350 (Previous year : 350) equity shares of AUD 1/- each fully paid up


Less: Change in Shareholding* (0)

Add: Share of profi t/ (loss) for current year (10)

Add: Exchange difference 1 11 20

Others:Purpurin Grundstücksverwaltungsgesellschaft mbH & Co. Vermietungs KG (held by SMP)*

0 0

94 (Previous year : 94) equity shares of Euro 51.129 each fully paid up




As atMarch 31, 2017

As atMarch 31, 2016

Other Investments (valued at cost, unless stated otherwise)Investment in equity instruments:Quoted:

Ssangyong Motor Corporation (held by SMR) 8 9

18,040 (Previous year : 18,040) equity shares of Euro 3.394 each fully paid up

Unquoted:i. Motherson Sumi Infotech & Designs Ltd. (held by MSSL)


5 5

ii. Motherson Air Travel Agencies Ltd. (held by MSSL)* - 0


iii. Green Infra Wind Power Projects Limited (held by MSSL)* - 0


iv. Comunidad de Vertidos, “Les Carrases” (held by SMR) 4 4

882 (Previous year : 882) equity shares of Euro 69.494/- each fully paid up

v. Daewoo Automotive securities (held by SMR) - -

5,861 (Previous year : 5,861) bonds of Euro 3.334 per bond

vi. Motherson Moulds and Diecasting Limited (held by CTM India Limited)

14 14


vii. Systematic Conscom Limited 1 1

2,500 (Previous year : 2,500) equity shares of ` 10/- each fully paid up

viii. Saavn Global Holdings Ltd. (held by Samvardhana Motherson Finance Services Cyprus Ltd.)

1,674,872 (Previous year : 1,674,872) Series A preference shares of US$ 0.70/- per share

65 66

971, 251 (Previous year : 971,251) Series B-3 preference shares of US$ 1.03/- per share

65 66

ix. ETECHACES Marketing & Advertising Private Limited 50 50

455 (Previous year : 455) equity shares of 10/- each fully paid up

x. ETECHACES Marketing & Advertising Private Limited 130 130

1,000 (Previous year : 1,000) Compulsorily Convertible D Series preference shares of ` 100/- each fully paid up

xi. Gwynnie Bee Inc. (held by Samvardhana Motherson Finance Services Cyprus Ltd.)

16 18

59,382 (Previous year : 59,382) Series A-8 preferred shares of US$ 0.001/- per share

xii. League Apps Inc. (held by Samvardhana Motherson Finance Services Cyprus Ltd.)

2,314,815 (Previous year : 2,314,815) Series A-1 preferred shares of US$ 0.27/- per share

41 42

248,026 (Previous year : Nil) Series A-2 preferred shares of US$ 0.31/- per share

5 -




As atMarch 31, 2017

As atMarch 31, 2016

xiii. iTutor.com Inc. (held by Samvardhana Motherson Finance Services Cyprus Ltd.)

61 -

403,257 (Previous year: Nil) Series Seed Preferred shares of US$ 5/- per share

xiv. Nano Holding (Held by SMR) - 346

Nil (Previous year: 6,598,918) units of USD 0.76/- each

xv. N H 2 Ltd. (shares received in lieu of surrendering of shares in Nano Holding) (Held by SMR)

369 -

7,918,702 (Previous year: Nil) units of GBP 0.1/- each

xvi. Investment in CAPARO Private Limited* (held by Calsonic Kansei Motherson Auto Products Private Limited.)

1,386 (Previous year : 1,386) preference shares of ` 10/- each fully paid up

0 0

99 (Previous year : 99) equity shares of ` 10/- each fully paid up 0 0

xvii. Echanda Urja Private Ltd (Held by MSSL) 0 -

35,000 Equity shares (Previous year: Nil) of ` 10/- each fully paid-up

xviii. Tulsyan NEC Limited (Held by MSSL) 1 -

63,750 Equity shares (Previous year: Nil) of ` 30/- each fully paid-up

xix. Wisetime Oy (Held by PKC) 16 -

19 (Previous year: Nil) shares

xx. ConnectedYard (Held by SMR) 32 - 531,915 (Previous year: Nil) Series A Preferred Stock

xxi. Naya Health (Held by SMR) 9 -

1% Convertible Promisory Note

xxii. GC Web Ventures Private Limited 4 -

86 (Previous year : NIL) Compulsorily Convertible Series C2 Preference Shares of ` 250/- each fully paid up

Others:Investment in antique arts (unquoted) (Held by PKC) 1 -

Investments (Gross) 1,427 1,340

Less: Provision for diminution in investments - 2

Investments (Net) 1,427 1,338

Aggregate amount of quoted investments 8 9

Market value of quoted investments 11 11

Aggregate amount of unquoted investments 1,419 1,331

Aggregate amount of provision for diminution in investments - 2

1 Trade Investment represents investment made by the Company in shares or debentures of another Company, to promote the trade or business of the Company.

2 During the year, the Company has sold its stake in Motherson Air Travel Agencies Limited and accordingly an amount of ` 8 million being loss on sale of investment has been charged to Statement of Profi t and Loss.





As atMarch 31, 2017

As atMarch 31, 2016

15. Deferred Tax Assets (Net)Deferred tax assetsUnabsorbed depreciation and tax losses 1,876 1,742

Depreciation 385 278

Provision for employee benefi ts 247 193

Provision for doubtful debts/advances/inventory 708 746

Others 512 485

Less:

Deferred tax LiabilitiesDepreciation (43) (55)

Others (7) (7)

Total 3,678 3,382 Note:- Deferred Tax Assets and Deferred Tax Liabilities have been offset as they relate to the same governing taxation laws. In view of the Company’s past fi nancial performance and future profi t projections, the Company expects to fully recover the Deferred Tax Assets.

As atMarch 31, 2017

As atMarch 31, 2016

16. Long Term Loans and AdvancesUnsecured, considered good (unless otherwise stated)

Capital Advances 1,699 973

Security Deposits

- Considered good 270 387

- Considered doubtful - 2

Less: Allowance for doubtful security deposits - (2)

270 387

Security deposits to related parties 197 155

Loans and advances to related parties 240 124

Advances to be recoverable in cash or in kind for value to be received 290 82

Other loans and advances Prepaid expenses 856 77

Housing loan to employees 15 20

Balances with statutory/ government authorities 226 207

Total 3,793 2,025

As atMarch 31, 2017

As atMarch 31, 2016

17. Other Non Current AssetsUnsecured, considered good (unless otherwise stated)

Long term trade receivables (including trade receivables on deferred credit terms)

6,757 4,901

Non current bank balance with original maturity for more than 12 months

- deposits with original maturity for more than 12 months 62 63

- margin money deposits 21 64

Non current derivative fi nancial assets 239 -

Other receivables 394 243

Total 7,473 5,271




As atMarch 31, 2017

As atMarch 31, 2016

18. Current Investments* At cost or market value, whichever is less -

Quoted, Non-trade:HDFC Bank Ltd. (held by MSSL)* 0 0

2,035 (Previous year : 2,035) equity shares of ` 2/- each fully paid up

Balrampur Chini Mills Ltd (held by MSSL)* 0 0

1,200 (Previous year :1,200) equity shares of ` 1/- each fully paid up

Jaysynth Dyechem Ltd (held by MSSL)* 0 0

100 (Previous year:100) equity shares of ` 10/- each fully paid up

Meyer Apparel Limited (Formerly known as GIVO Ltd.) (held by MSSL)* 0 0


Mahindra & Mahindra Ltd. (held by MSSL)* 0 0

3,644 (Previous year:3,644) equity shares of ` 5/- each fully paid up

Arcotech Limited (held by MSSL)* 0 0

200 (Previous year 200) equity shares of ` 10/- each fully paid up

Unquoted, Non-trade:Pearl Engineering Polymers Ltd. (held by MSSL) - -


Daewoo Motors Limited (held by MSSL) - -


Athena Financial Services Limited (held by MSSL) - -

66 (Previous year : 66) equity shares of ` 10/- each fully paid up

Inox Leasing & Finance Limited (held by MSSL) - -

100 (Previous year : 100) equity shares of ` 10/- each fully paid up

ICICI Prudential Liquid - Regular Plan - Daily Dividend - 600

Nil (Previous Year : 5,998,252.167) Units @ Nil ( Previous Year : ` 100.0989) per unit

Reliance Liquid Fund - Treasury Plan - Daily Dividend - 300

Nil (Previous Year : 196,361.167) Units @ Nil (Previous Year : ` 1528.740) per unit

Kotak fl oater Short Term - Regular Plan - Daily Dividend - 120

Nil (Previous Year : 118,694.1955 ) Units @ Nil (Previous Year : ` 1011.62) per unit

Investments (Net) 0 1,020 Aggregate amount of quoted investments * 0 0

Market value of quoted investments 2 3

Aggregate amount of unquoted investments - 1,020





As atMarch 31, 2017

As atMarch 31, 2016

19. Inventories

Raw Materials 11,907 9,758

Work in progress 26,610 23,425

Finished Goods (Manufactured) 4,339 4,364

Stock-in-trade 267 307

Stores and spares 1,190 986

Loose tools 15 10

Total 44,328 38,850

Inventory include Inventory in transit of:

Raw materials 734 754

Finished goods 230 205

Stock-in-trade 6 5

Stores and spares* 3 0


As atMarch 31, 2017

As atMarch 31, 2016

20. Trade Receivables

- Outstanding for a period exceeding six months from the date they are due for payment

Unsecured, considered good 4,371 469

Doubtful 526 606

4,897 1,075

Less: Provision for doubtful receivables 526 606

(A) 4,371 469

- Other receivables

Unsecured, considered good1 32,343 29,244

Doubtful 188 247

32,531 29,491

Less: Provision for doubtful receivables 188 247

(B) 32,343 29,244

Total (A+B) 36,714 29,713 1 Includes receivables from companies in which Director of the Company is a Director 32 13




As atMarch 31, 2017

As atMarch 31, 2016

21. Cash and Bank Balances Cash and Cash Equivalents Balances with Banks:

- in Current Accounts 31,951 15,865

- deposits with original maturity of less than three months 8,840 1,902

Cheques and drafts on hand 45 17

Cash on hand 17 22

(A) 40,853 17,806 Other Bank Balances - deposits with original maturity for more than three months but less

than twelve months 492 293

- in unpaid dividend account 9 15

(B) 501 308 Total (A+B) 41,354 18,114

As atMarch 31, 2017

As atMarch 31, 2016

22. Short Term Loans and Advances Unsecured, considered good (unless otherwise stated)

Security Deposits

Unsecured, considered good 506 315

Doubtful 4 4

510 319 Less: Provision for doubtful security deposits 4 4

506 315 Loans and advances to related parties 1

Unsecured, considered good 459 488

Doubtful - 19

459 507 Less: Provision for doubtful advances - 19

459 488 Advances to be recoverable in cash or kind

Unsecured, considered good 5,472 3,605

Doubtful 2 2

5,474 3,607 Less: Provision for doubtful advances 2 2

5,472 3,605 Other loans and advances

Advance income-tax (net of provisions) 2 562 525

Prepaid expenses 824 501

Loans to employees 67 37

Balances with statutory/ government authorities 2,658 2,405

Interest receivable 74 37

4,185 3,505 Total 10,622 7,913

1 Includes receivables from companies in which Director of the Company is a Director 18 18

2 Advance income tax and provision for tax has been offset to the extent they relate to the same governing taxation laws.




As atMarch 31, 2017

As atMarch 31, 2016

23. Other Current AssetsUnamortised expenditureUnamortised expenditure - 2

Unsecured, considered good (unless otherwise stated)Interest accrued on fi xed deposits 10 9

Unbilled revenue 7 -

Capital subsidy receivable 55 9

Receivable for mark to market gain on derivatives 40 202

Other receivable 614 466

Total 726 688



24. Revenue From Operations (Net) Sales of ProductsFinished Goods Within India 35,544 29,767

Outside India 340,476 303,622

Traded Goods 1,662 3,427

Sales of Services / Service Income 3,340 2,858

Other operating revenueScrap sales 185 136

Job work income 68 61

Recovery from customers 1,091 1,249

Others 37 35

382,403 341,155 Less: Excise Duty 4,125 3,464

Total 378,278 337,691 Details of Sales (Finished Goods): Wiring Harness 24,168 23,015

Plastic parts and Modules 227,389 199,052

Mirrors 118,539 106,073

Others 5,924 5,249

Total 376,020 333,389 Details of Sales (Traded Goods): Tools & Moulds 1,201 2,317

Others 461 1,110

Total 1,662 3,427






25. Other Income

(a) Interest Income 133 125

- From Bank Deposits 202 120

- From Others

(b) Dividend Received

- From non current investments 2 1

- From current investments 3 21

(c) Rent 106 106

(d) Change in carrying amount of current investments* 0 0

(e) Profi t on Sale of tangible assets (Net) - 50

(f) Export Incentives 60 42

(g) Liabilities written back to the extent no longer required 434 128

(h) Government Grants & Subsidies 449 418

(i) Net gain on foreign currency transaction 70 -

(i) Waiver of claims from suppliers* 0 6

(j) Profi t on sale of Investments 279 -

(k) Claims received from insurance company 28 674

(l) Miscellaneous Income 805 969

Total 2,571 2,660 * Amount is below the rounding off norm adopted by the Company



26. Cost of Materials Consumed

Materials consumed

Opening stock of raw materials 9,004 7,858

Opening stock of raw materials (on acquisition) 1,743 -

Add : Purchases of Raw materials 236,857 207,721

Less: Closing Stock of Raw Materials (11,173) (9,004)

Add: Exchange Adjustment:

Exchange differences opening stock (gain)/loss (226) 489

Exchange differences closing stock (loss)/gain (423) 106

Total 235,782 207,170






27. Changes in Inventories of Finished Goods, Work-In-Progress and Stock In Trade

(Increase)/ decrease in stocks

Stock at the Opening of the year:

Finished goods 4,364 4,408

Work-in-progress 23,425 18,122

Stock in trade 307 461

TOTAL (A) 28,096 22,991

Add: Stock acquired on acquisition

Finished goods 492 -

Work-in-progress (81) -

Stock in trade (10) -

TOTAL (B) 401 -

Less: Stock at the end of the year:

Finished goods (4,339) (4,364)

Work-in-progress (26,610) (23,425)

Stock in trade (267) (307)

TOTAL (C) (31,216) (28,096)

Add: Exchange Adjustment:

Exchange differences opening stock (gain)/loss (536) 1,599

Exchange differences closing stock (loss)/gain (1,812) 849

TOTAL (D) (2,348) 2,448

Increase/ decrease in stocks (A+B+C+D) (5,067) (2,657)



28. Employee Benefi ts Expense

Salary, Wages & Bonus 64,897 58,440

Contribution to Provident & Other Fund (Refer Note 37) 7,703 6,836

Staff Welfare 1,569 1,481

Restructuring/ Severance costs 253 287

Total 74,422 67,044






29. Other Expenses Electricity, Water and Fuel 5,781 5,715

Repairs and Maintenance -

Machinery 3,691 3,493

Building 1,157 1,123

Others 1,191 1,040

Consumption of Stores & Spare Parts 1,944 1,744

Conversion Charges 129 142

Excise Duty expense 1 10 14

Lease rent (operating leases) (Refer Note 40) 4,405 4,070

Rates & taxes 754 969

Insurance 584 483

Net loss on foreign currency transaction - 741

Donation 83 88

Travelling 2,071 1,630

Freight & forwarding 3,877 3,709

Royalty 195 164

Cash Discount 3 8

Commission 26 19

Loss on sale of fi xed assets (Net) 29 -

Provision for diminution in value of investments (Net) * 0 2

Bad Debts/Advances written off 92 162

Provision for Doubtful Debts/Advances 141 83

Legal & Professional expenses (Refer Note 35) 4,448 3,222

Loss on sale of Investments - 140

Miscellaneous expenses 8,912 10,248

Total 39,523 39,009 1 Represents excise duty related to the difference between the closing stock and the opening stock.




30. Finance Costs

Interest on long-term borrowings 2,581 1,945

Interest on shortfall of advance tax 1 10

Other borrowing costs 1,770 1,539

Commitment charges on borrowings 135 135

Others 148 138

Total 4,635 3,767




33. Contingent Liabilities: A) Claims against the Company not acknowledged as debts

As atMarch 31, 2017

As atMarch 31, 2016

a) Excise Matters# 23 29

b) Customs Demand Matters# - 22

c) Sales Tax Matters# 130 116

d) Service Tax Matters 16 17

e) Stamp Duty - 1

f) Claims made by workmen 25 15

g) Income Tax Matters 124 105

h) Unfulfi lled export commitment under EPCG Scheme# 129 44

i) Others 525 188

# Against which Company has given bank guarantees amounting to ` 671 million (Previous year: ` 36 million)

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

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



31. Depreciation and Amortisation ExpensesDepreciation on Tangible assets1a & 1b 9,367 9,683

Amortization on Intangible assets 2&3 299 887

Depreciation on Investment Property 20 16

Less: Capitalized during the year 4 (3) (3)

Total 9,683 10,583 1a Depreciation on assets used for creation of self generated assets. (Refer Note 13)

1b Depreciation includes Impairment. In respect of one of its step down joint venture, the Company based on the review of future business plans, has estimated the value in use/ recoverable value to be lower than the carrying value of certain fi xed assets and consequently recognised an impairment loss amounting to Nil (Previous year : ` 1343 million)

2 Amortisation includes Impairment. The management, based on the review of future business plans, has estimated the value in use/ recoverable value to be lower than the carrying value of certain fi xed assets and consequently recognised an impairment loss amounting to Nil (Previous year ` 1 million).

3 Amortisation includes Impairment. The management, based on the review of discounted future cash fl ow projections of Motherson Sintermetal Technology Limited and its subsidiary in Spain, has assessed that goodwill arising on consolidation needs to be impaired and consequently recognised an impairment loss amounting to Nil (Previous year : ` 552 million)

4 Includes depreciation of Rs 3 million (Previous year : ` 3 million) capitalized during the year on assets used for creation of self generated assets.



32. Exceptional Items - ExpensesExpenses incurred in relation to issue of Senior Secured Notes (Refer Note 50) 378 291

Acquisition cost in respect of PKC Group Plc (Refer Note 52 (a)) 339 -

Total 717 291

Exceptional items are in the nature of following expenses:Legal & Professional expenses 585 276

Miscellaneous expenses 132 15

717 291




34. Capital and Other Commitments

As atMarch 31, 2017

As atMarch 31, 2016

Capital CommitmentsEstimated value of contracts in capital account remaining to be executed not accounted as debt, Net of Advances of ` 1699 million (Previous year : ` 973 million)

4,944 3,292

TotalTotal 4,4494,449 3,2923,292Other CommitmentsBank Guarantee 214 167

Others 281 199

35. Payment to Group’s Auditors: (Refer note (a) below)

Year endedMarch 31, 2017


As Auditor: Audit Fees (including limited review) 27 26

Other services 19 5

Reimbursement of expenses 3 2

Total 49 33 Note (a): Included under Legal & Professional expenses in note 29

36. Derivative instruments and unhedged foreign currency exposure/ commodity exposure a. Derivatives outstanding as at the reporting date:

Particular Currency March 31, 2017 March 31, 2016Hedge of external commercial borrowings and long term loans (Buy)*

USD : INR USD 0 ; INR 11 USD 1 ; INR 30

Hedge of Working Capital Loan in foreign currency

JPY : INR JPY 16 ; INR 9 -

Forward Contract (Buy)*

EUR : INR EUR 0 ; INR 9 -

USD : EUR USD 11 ; INR 663 USD 25 ; INR 1,699

USD : INR USD 2 ; INR 114 USD 0 ; INR 3

USD : AUD USD 0 ; INR 0 USD 1 ; INR 93

MXP : USD MXN 664 ; INR 2,163 MXN 78 ; INR 305

HUF : EUR HUF 2,186 ; INR 472HUF 7,651 ; INR 1,809

JPY : INR JPY 81 ; INR 48 -

USD : JPY USD 0 ; INR 10 -

Forward Contract (Sell)

USD : AUD - USD 1 ; INR 92

EUR : KRW EUR 5 ; INR 352 EUR 10 ; INR 776

MXP : USD MXN 58 ; INR 198 -

Trade Payable (Buy)*

JPY : INR - JPY 3 ; INR 2

EUR : INR - EUR 0 ; INR 1

USD : INR - USD 1 ; INR 34

Currency Swap (Buy)1 EUR : INR - EUR 13 ; INR 1,000

Interest Rate Swaps

USD : INR - USD 4 ; INR 264

USD : EUR USD 173 ; INR 10,800 -

EUR : GBP EUR 10 ; INR 798 -


1 The Company entered in to an “INR to Euro Principal Only” Swap deal on September 26, 2014 of INR 1,000 million with an underlying transaction of Zero Coupon Secured Non-Convertible Debentures Series A (ISIN Number INE750H07030), which matured on September 30, 2016.




b. Particulars of unhedged foreign exposure as at the reporting date:

Currency March 31, 2017 March 31, 2016Receivables Payables Receivables Payables

AED*AED* AED 1, INR 11AED 1, INR 11 AED 0, INR 5AED 0, INR 5 NilNil AED 0, INR 7AED 0, INR 7

AUDAUD AUD 2, INR 89AUD 2, INR 89 AUD 1, INR 70AUD 1, INR 70 AUD 1, INR 52AUD 1, INR 52 AUD 1, INR 29AUD 1, INR 29

CNYCNY CNY 28, INR 262CNY 28, INR 262 CNY 187, INR 1,763CNY 187, INR 1,763 CNY 67, INR 684CNY 67, INR 684 CNY 1, INR 12CNY 1, INR 12

CZK*CZK* NilNil CZK 0, INR 0CZK 0, INR 0 NilNil CZK 0, INR 0CZK 0, INR 0

CHF*CHF* CHF 0, INR 3CHF 0, INR 3 CHF 0, INR 0CHF 0, INR 0 NilNil CHF 0, INR 6CHF 0, INR 6

DKK*DKK* DKK 0, INR 1DKK 0, INR 1 NilNil NilNil NilNil

EUREUR EUR 10, INR 721EUR 10, INR 721 EUR 14, INR 998EUR 14, INR 998 EUR 22, INR 1,622EUR 22, INR 1,622 EUR 89, INR 6,708EUR 89, INR 6,708

GBPGBP GBP 4, INR 342GBP 4, INR 342 GBP 10, INR 841GBP 10, INR 841 GBP 11, INR 1,023GBP 11, INR 1,023 GBP 4, INR 346GBP 4, INR 346

HUFHUF HUF 1788, INR 400HUF 1788, INR 400 HUF 997, INR 223HUF 997, INR 223 HUF 947, INR 228HUF 947, INR 228 HUF 1,256, INR 302HUF 1,256, INR 302

INR*INR* 11 00 NilNil 2929

JPYJPY JPY 939, INR 547JPY 939, INR 547 JPY 327, INR 190JPY 327, INR 190 JPY 100, INR 59JPY 100, INR 59 JPY 1,154, INR 679JPY 1,154, INR 679

KRWKRW NilNil NilNil NilNil KRW 37, INR 2KRW 37, INR 2

MXPMXP MXN 221, INR 767MXN 221, INR 767 MXN 444, INR 1537MXN 444, INR 1537 MXN 58, INR 222MXN 58, INR 222 MXN 12, INR 44MXN 12, INR 44

MYR*MYR* MYR 0, INR 1MYR 0, INR 1 NilNil NilNil MYR 0, INR 1MYR 0, INR 1

SEKSEK SEK 7, INR 54SEK 7, INR 54 NilNil NilNil SEK 1, INR 8SEK 1, INR 8

SGD*SGD* SGD 0, INR 3SGD 0, INR 3 NilNil NilNil SGD 0, INR 2SGD 0, INR 2

THB*THB* THB 8, INR 14THB 8, INR 14 THB 0, INR 0THB 0, INR 0 THB 0, INR 0THB 0, INR 0 THB 8, INR 16THB 8, INR 16

USDUSD USD 134, INR 8,667USD 134, INR 8,667 USD 72, INR 4669USD 72, INR 4669 USD 135, INR 8,952USD 135, INR 8,952 USD 134, INR 8,883USD 134, INR 8,883

ZARZAR NilNil NilNil NilNil NilNil

CADCAD CAD 1, INR 46CAD 1, INR 46 CAD 1, INR 47CAD 1, INR 47 NilNil NilNil

HKD*HKD* NilNil HKD 0, INR 1HKD 0, INR 1 NilNil NilNil

PLNPLN PLN 4, INR 58PLN 4, INR 58 PLN 1, INR 11PLN 1, INR 11 NilNil NilNil

RUBRUB RUB 2, INR 2RUB 2, INR 2 RUS 23, INR 20 RUS 23, INR 20 NilNil NilNil

RSDRSD RSD 18, INR 10RSD 18, INR 10 RSD 4, INR 2RSD 4, INR 2 NilNil NilNil

BRLBRL BRL 5, INR 94BRL 5, INR 94 BRL 19, INR 385BRL 19, INR 385 NilNil NilNil

LKRLKR NilNil NilNil NilNil NilNil


c. Mark to market losses / (gain) on foreign currency:

Particulars Year ended March 31, 2017

Year ended March 31, 2016

Mark to Market losses/(Gain) provided for 143 (71)

d. Commodity hedging:

Particulars As at March 31, 2017 As at March 31 2016Quantity Amount Quantity Amount

Copper (buy) LB360,000 USD 0* ; Rs. 24 LB630,000 USD 1 ; Rs. 36Nil Nil MT192 USD 1 ; Rs. 82

* Amount is below the rounding off norm adopted by the Companye. Mark to market losses/(gain) on commodity hedging:

Particulars Year ended March 31, 2017


Mark to Market losses/(Gain) provided for (5) 9




37. The long term defi ned employee benefi ts and contribution schemes of the group are as under:

A. Defi ned Benefi t Schemes (1) Gratuity/ Pension The reconciliation of opening and closing balances of the present value of the defi ned benefi t obligations are as

below:

(i) Present Value of Defi ned Benefi t Obligation



Obligations at year beginning 2,431 3,001

Service Cost - Current 258 255

Interest Cost 67 57

Actuarial (gain) / loss (49) 22

Benefi ts Paid (146) (91)

Settlement (gain)/loss1 - (1,165)

Deletion on account of change in shareholding (37) (2)

Effect of Exchange rate changes (86) 347

Addition due to transfer of Employees 3 7

Obligations at year end 2,441 2,431 (ii) Fair Value of Plan Assets



Plan assets at year beginning, at fair value 1,111 1,816

Expected return on plan assets 38 35

Actuarial gain / (loss) (1) (1)

Contributions 153 240

Benefi ts paid (59) (40)

Settlement (gain)/loss1 - (1,188)

Deletion on account of change in shareholding (22) -

Effect of Exchange rate change (19) 245

Addition due to transfer of Employees - 4

Additions consequent to Acquisition - -

Plan assets at year end, at fair value 1,201 1,111 1 In respect of one of the subsidiary of Motherson Sumi Systems Limited, the scheme wound up in December

2015 with policies assigned to individual members and henceforth the Company has no further obligations in respect of the scheme




(iii) Assets and Liabilities recognized in the Balance Sheet



Present Value of the defi ned benefi t obligations 2,441 2,431

Fair value of the plan assets (1,201) (1,111)

Amount not recognized because of limitation of assets 1 1

Amount recognized as Liability 1,241 1,321Recognised UnderLong Term Provision (Refer Note 8) 1,148 1,234Short Term Provision (Refer Note 12) 93 87

(iv) Defi ned benefi t obligations cost for the year




Interest Cost 67 57

Expected return on plan assets (38) (35)

Actuarial (gain) / loss (48) 23

Net defi ned benefi t obligations cost 239 300 (v) Investment Details of plan assets

In respect of companies incorporated in India, 100% of the plan assets are lying in the Gratuity fund administered through Life Insurance Corporation of India (LIC) except in case of Motherson Sumi INfotech & Design Ltd., a subsidiary of the Company, where it was administered through ICICI Life Insurance Co. Ltd till year 2009-10 and thereafter through SBI Life Insurance Co. Ltd, under their respective group gratuity schemes. In respect of companies incorporated outside India, plans are funded except in South Korea.

The details of investments of plan assets are as follows:



LIC 440 377

SBI Life Insurance Co. Ltd* 10 0

Bonds, Gilts and others 751 734

Total 1,201 1,111 * Amount is below the rounding off norm adopted by the Company

The expected rate of return on assets is determined based on the assessment made at the beginning of the year on the return expected on its existing portfolio, along with the estimated increment to the plan assets and expected yield on the respective assets in the portfolio during the year.

(vi) Actuarial assumptions

2017 2016Indian Foreign Indian Foreign

Discount Rate 7.10%-8.50% 1.7%- 7.9% 7.60%-8.50% 1.7%-7.9%

Future salary increases 5%-11% 2%-8% 5%-14% 2%-8%

Expected return on plan as-sets

7.35%-8.50% 1.5%-2% 8%-9.10% 1.5%-15%




(vii) Amount recognized in current year and previous four years:

March 31, 2017 March 31, 2016 March 31, 2015 March 31, 2014 March 31, 2013Defi ned benefi t obligations

2,441 2,431 3,001 2,294 1,989

Plan assets (1,201) (1,111) (1,816) (1,551) (1,216)

Amount not recognized because of limitation of assets

1 1 1 267 121

Defi cit /(Surplus) 1,241 1,321 1,186 1,010 894 (viii) Expected contribution to the fund in the next year



Gratuity 298 245

(2) Compensated Absences The employees are entitled for leave for each year of service and part thereof and subject to the limits specifi ed, the

un-availed portion of such leaves can be accumulated or encashed during / at the end of the service period. The plan is not funded.

The reconciliation of opening and closing balances of the present value of the compensated absences are as below:

(i) Present Value of Defi ned Benefi t Obligation



Obligations at year beginning 246 201Service Cost – Current 44 35

Interest Cost 26 15

Actuarial (gain) / loss 11 9

Benefi t Paid (28) (21)

Deletion on account of change in shareholding (6) -

Effect of Exchange rate change (2) 1

Addition due to transfer of Employees 2 6

Additions consequent to Acquisition - -

Obligations at year end 293 246 (ii) Assets and Liabilities recognized in the Balance Sheet:



Present Value of the defi ned benefi t obligations 293 246

Fair value of the plan assets - -

Amount recognized as Liability 293 246Recognised UnderLong Term Provision (Refer Note 8) 259 214

Short Term Provision (Refer Note 12) 34 32




(iii) Defi ned benefi t obligations cost for the year:




Interest Cost 26 15

Expected return on plan assets - -

Actuarial (gain) / loss 11 9

Net defi ned benefi t obligations cost 81 59 (iv) Actuarial assumptions:

2017 2016Indian Foreign Indian Foreign

Discount Rate 7.10%-8.50% 1.7%- 7.9% 7.60%-8.50% 0.22%-9.07%

Future salary increases 5%-11% 2%-8% 5%-14% 2.0%-8%

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

March 31, 2017 March 31, 2016 March 31, 2015 March 31, 2014 March 31, 2013Defi ned benefi t obligations

293 246 202 157 119

Plan assets - - - - -

Defi cit /(Surplus) 293 246 202 157 119 The estimates of rate of escalation in salary considered in actuarial valuation, take into account infl ation,

seniority, promotion and other relevant factors including supply and demand in the employment market.

B. Defi ned Contribution Schemes The group deposits an amount determined at a fi xed percentage of basic pay every month to the state

administered Provident Fund, ESI and social insurance/security for the benefi t of the employees. Accordingly, the group’s contribution during the year that has been charged to revenue amounts to ` 7,703 million (Previous year: ` 6,836 million).

38. Segment Information: The Company has considered the business segment as the primary reporting segment on the basis that the risk

and returns of the Company is primarily determined by the nature of products and services. Consequently, the geographical segment has been considered as a secondary segment.

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

The business segment comprise of the following:

Segments DescriptionMSSL Standalone Represents standalone operations of Motherson Sumi Systems Limited, engaged mainly

in the business of manufacturing and trading of automobile parts for commercial and passenger vehicles.

SMR Represents Samvardhana Motherson Refl ectec Group Holdings Limited including its subsidiaries excluding Samvardhana Motherson Innovative Autosystems Holding Company BV, Samvardhana Motherson Innovative Autosystems de Mexico, S.A. de C.V., SMP Automotive Systems Alabama Inc. and plant at Kecskemet of SMR Automotive Mirror Technology Hungry Bt. and is engaged in development, manufacture and supply of rear view mirrors and drive assistance systems.

SMP Represents Samvardhana Motherson Automotive Systems Group B.V. (SMRPBV) (an overseas subsidiary of the Company) including its subsidiaries and excludes SMR defi ned above. SMP supplies plastic parts and system modules for vehicle interiors and exteriors.




Segments DescriptionPKC Represents PKC Group Plc including its subsidiaries, acquired on March 27, 2017. PKC

is engaged in designing, manufacturing and integrating electrical distribution systems, electronics and related components for commercial vehicle industries, rolling stock manufacturers and other related segments. (Refer note 52)

Others Comprise other subsidiaries and joint ventures of the Company that are below the thresholds for separate reporting as operating segments.

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

Unallocated: Revenue, expenses, assets and liabilities have been identifi ed to a segment on the basis of relationship to operating

activities of the segment. Assets and liabilities which relate to enterprise as a whole and are not allocable to a segment on reasonable basis have been disclosed under unallocated.

Inter Segment transfer: Inter Segment revenues are recognised at sales price. The same is based on market price and business risks. Profi t

or loss on inter segment transfer are eliminated at the group level. a) Information about Primary Business Segments

March 31, 2017 March 31, 2016Segment revenueMSSL Standalone 22,237 19,731

SMR 123,456 107,173

SMP 218,932 191,504

Others 25,700 25,499

Total 390,325 343,907Less Inter Segment 10,291 3,888

Total 380,034 340,019Other unallocated income 480 87

Total Revenue 380,514 340,106ResultsMSSL Standalone 3,735 2,918

SMR 9,968 8,228

SMP 9,763 5,623

Others 837 (22)

Total 24,303 16,747Add: Inter Segment profi t/(loss) 279 221

Total 24,582 16,968 Add: unallocated income/(expense)Interest expense (net of Interest Income) (4,300) (3,523)

Exceptional Items (717) (291)

Profi t of Associates (3) 8

Profi t before taxation 19,562 13,162Tax Expense 6,916 3,935

Net profi t /(Loss) after tax 12,646 9,227Concern share 8,070 5,446




March 31, 2017 March 31, 2016Minority 4,576 3,781

Segment assetsMSSL Standalone 12,309 11,228

SMR 46,675 43,551

SMP 139,218 104,929

PKC 22,861 -

Others 23,359 21,379

Total 244,422 181,087Less Inter Segment 698 713

Total 243,724 180,374Unallocated:Deferred Tax 3,678 3,382

Advance Tax 562 525

Other corporate assets and investments 16,442 12,473

Total Assets 264,406 196,754 Segment liabilitiesMSSL Standalone 8,038 4,982

SMR 24,822 22,475

SMP 59,772 47,519

PKC 8,660 -

Others 26,337 23,572

Total 127,629 98,548Less Inter Segment 1,155 520

Total 126,474 98,028Unallocated:Deferred Tax 2,512 1,788

Advance Tax 1,262 647

Other corporate / unallocated liabilities 71,839 54,513

Total Assets 202,087 154,976 Capital expenditureMSSL Standalone 691 733

SMR 6,106 6,167

SMP 17,184 17,358

Others 589 747

Total 24,570 25,005Depreciation & ImpairmentMSSL Standalone 688 742

SMR 3,118 2,685

SMP 5,029 5,707

Others 848 1,449

Total 9,683 10,583




March 31, 2017 March 31, 2016Non-cash expenditure other than depreciation and impairment mentioned aboveMSSL Standalone 8 23

SMR 110 43

SMP 56 146

Others 59 35

Total 233 247 b) Information about Secondary Business Segments:

India Outside India Unallocated Total Current

Year Previous

Year Current

Year Previous

Year Current

Year Previous

Year Current

Year Previous

Year Revenue by geographical marketsExternal # 35,018 31,240 345,016 308,399 480 467 380,514 340,106

Intersegment - - - - - - - -

Carrying amount of segment assets

31,491 26,293 224,790 163,188 8,125 7,273 264,406 196,754

Addition to fi xed assets

2,153 2,413 22,350 21,962 67 630 24,570 25,005

# Excluding Interest Income.

c) Additional Information Earlier management used to review operations of the Group based on risk and return that was further based

on nature of product and services categorized in to Auto and Non-auto segment whereas now CODM reviews operations of the Group as per following operating segments namely MSSL Standalone, SMR, SMP, PKC and Others. Accordingly, the Company has revised the segment disclosures in the current year and restated comparative fi gures for the previous periods.

39. Related Party DisclosuresI. Related party disclosures, as required by Accounting Standard 18, “Related Party Disclosures”, are

given below: a) Joint Ventures and their subsidiaries (where control exists)

Motherson Sumi Systems Ltd.

Anest Iwata Motherson Coating Equipment Private Ltd.

Anest Iwata Motherson Private Ltd. (AIM)




Fritzmeier Motherson Cabin Engineering Private Ltd.

Nissin Advanced Coating Indo Co. Private Ltd.

Magneti Marelli Motherson Auto System Private Ltd.

Magneti Marelli Motherson India Holding B.V.

Air Factory Energy Ltd. (Merged with AIM w.e.f April 1, 2015 vide High Court order dated December 19, 2016).




CTM India Ltd.

Nachi Motherson Precision Private Ltd.

Motherson Bergstrom HVAC Solutions Private Ltd.

Magneti Marelli Motherson Shock Absorbers India Private Ltd.Woco Motherson Elastomer Ltd. (till May 30, 2015).Woco Motherson Advanced Rubber Technologies Ltd. (till May 30,2015).

MSSL Mauritius Holdings Limited

Motherson Electrical Wires Lanka Pvt. Ltd

MSSL Mideast (FZE)

MSSL (S) Pte Ltd.

MSSL Automobile Component Ltd

Samvardhana Motherson Polymers Ltd.

MSSL (GB) Limited

Motherson Wiring System (FZE)

MSSL GmbH

MSSL Tooling (FZE)

Samvardhana Motherson Invest Deutschland GmbH

MSSL Advanced Polymers s.r.o

Motherson Orca Precision Technology GmbH

MSSL s.r.l. Unipersonale

Samvardhana Motherson Polymers Management Germany GmbH

Motherson Techno Precision México, S.A. de C.V

MSSL Australia Pty Limited

MSSL Ireland Pvt. Limited

Global Environment Management (FZC)

Global Environment Management Australia Pty Limited

Motherson Elastomers Pty Limited

Motherson Investments Pty Limited

MSSL Global RSA Module Engineering Limited

MSSL Japan Limited

Vacuform 2000 (Proprietary) Limited

MSSL México, S.A. De C.V.

MSSL WH System (Thailand) Co., Ltd

MSSL Korea WH Limited

MSSL Consolidated Inc.

MSSL Overseas Wiring System Ltd.

MSSL Wiring System Inc., USA.

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

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

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

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

Samvardhana Motherson Global Holdings Ltd.

Samvardhana Motherson Automotive Systems Group B.V. (SMRPBV)




Samvardhana Motherson Refl ectec Group Holdings Limited

SMR Automotive Technology Holding Cyprus Limited

SMR Automotive Mirror Parts and Holdings UK Ltd

SMR Automotive Holding Hong Kong Limited

SMR Automotive Systems India Limited

SMR Automotive Systems France S. A.

SMR Automotive Mirror Technology Holding Hungary Kft

SMR Patents S.à.R.L.

SMR Automotive Technology Valencia S.A.U.

SMR Automotive Mirrors UK Limited

SMR Automotive Mirror Services UK Ltd.

SMR Automotive Mirror International USA Inc.

SMR Automotive Systems USA Inc.

SMR Automotive Beijing Co Limited

SMR Automotive Yancheng Co. Limited

SMR Automotive Mirror Systems Holding Deutschland GmbH

SMR Holding Australia Pty Ltd.

SMR Automotive Australia Pty Limited

SMR Automotive Mirror Technology Hungary Bt

SMR Automotive Modules Korea Ltd (formely SMR Poong Jeong Automotive Mirrors Korea Ltd.)

SMR Automotive Beteiligungen Deutschland GmbH

SMR Hyosang Automotive Ltd.

SMR Automotive Mirrors Stuttgart GmbH

SMR Automotive Systems Spain S.A.U.

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

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

SMR Grundbesitz GmbH & Co. KG

SMR Automotive Brasil LTDA

SMR Automotive System (Thailand) Limited

SMR Automotives Systems Macedonia Dooel Skopje

SMR Automotive Operations Japan K.K.

SMR Automotive (Langfang) Co. Ltd.

SMR Automotive Vision System Operations USA INC

SMR Mirror UK Limited

Samvardhana Motherson Peguform GmbH

SMP Automotive Interiors (Beijing) Co. Ltd

SMP Deutschland GmbH

SMP Logistik Service GmbH

SMP Automotive Solutions Slovakia s.r.o

Changchun Peguform Automotive Plastics Technology Co. Ltd

Foshan Peguform Automotive Plastics Technology Co. Ltd.

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

SMP Automotive Technology Iberica S.L




Samvardhana Motherson Peguform Barcelona S.L.U

SMP Automotive Technologies Teruel Sociedad Limitada

Samvardhana Motherson Peguform Automotive Technology Portugal S.A

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

SMP Automotive Produtos Automotivos do Brasil Ltda

SMP Automotive Exterior GmbH

Samvardhana Motherson Innovative Autosystems B.V. & Co. KG

Samvardhana Motherson Innovative Autosystems Holding Company BV

SM Real Estate GmbH

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

Property Holdings Trier de México S.A de C.V

Administrative Services Trier de México S.A de C.V

SMP Automotive Systems Alabama Inc.

Motherson Innovations Company Limited

Motherson Innovations Deutschland GmbH

Samvardhana Motherson Global (FZE)

SMR Automotive Industries RUS Limited Liability Company (incorportaed on 03.10.2016)

Celulosa Fabril (Cefa) S.A. (became the subsidiary on 20.12.2016 due to control – earlier JV Company)

Modulos Ribera Alta S.L. (became the subsidiary on 20.12.2016 due to control – earlier JV Company)

Motherson Innovations Lights GmbH & Co KG (formerly Kobek Siebdruck GmbH & Co. KG – acquired on 02.01.2017)

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

PKC Group Plc (became the subsidiary on 29.03.2017 due to acquire the shares)

PKC Wiring Systems Oy (Acquired on 29.03.2017)

PKC Netherlands Holding B.V. (Acquired on 29.03.2017)

PKC Group Poland Sp. z o.o. (Acquired on 29.03.2017)

PKC Wiring Systems Llc (Acquired on 29.03.2017)

PKC Group APAC Limited (Acquired on 29.03.2017)

PKC Group Canada Inc. (Acquired on 29.03.2017)

PKC Group USA Inc. (Acquired on 29.03.2017)

PKC Group Mexico S.A. de C.V. (Acquired on 29.03.2017)

Project del Holding S.a.r.l. (Acquired on 29.03.2017)

PK Cables do Brasil Ltda (Acquired on 29.03.2017)

PKC Eesti AS (Acquired on 29.03.2017)

TKV-sarjat Oy (Acquired on 29.03.2017)

PKC SEGU Systemelektrik GmbH (Acquired on 29.03.2017)

PK Cables Nederland B.V. (Acquired on 29.03.2017)

Groclin Luxembourg S.à r.l. (Acquired on 29.03.2017)

PKC Vehicle Technology (Suzhou) Co., Ltd. (Acquired on 29.03.2017)

AEES Inc. (Acquired on 29.03.2017)

PKC Group Lithuania UAB (Acquired on 29.03.2017)

PKC Group Poland Holding Sp. z o.o. (Acquired on 29.03.2017)

OOO AEK (Acquired on 29.03.2017)




Kabel-Technik-Polska Sp. z o.o. (Acquired on 29.03.2017)

AEES Power Systems Limited partnership (Acquired on 29.03.2017)

T.I.C.S. Corporation (Acquired on 29.03.2017)

Fortitude Industries Inc. (Acquired on 29.03.2017)

AEES Manufactuera, S. De R.L de C.V. (Acquired on 29.03.2017)

Cableodos del Norte II, S. de R.L de C.V. (Acquired on 29.03.2017)

Manufacturas de Componentes Electricos de Mexico S. de R.L de C.V. (Acquired on 29.03.2017)

Arneses y Accesorios de México, S. de R.L de C.V. (Acquired on 29.03.2017)

Asesoria Mexicana Empresarial, S. de R.L de C.V. (Acquired on 29.03.2017)

Arneses de Ciudad Juarez, S. de R.L de C.V. (Acquired on 29.03.2017)

PKC Group de Piedras Negras, S. de R.L. de C.V. (Acquired on 29.03.2017)

PKC Group AEES Commercial S. de R.L de C.V (Acquired on 29.03.2017)

Jiangsu Huakai-PKC Wire Harness Co., Ltd. (Acquired on 29.03.2017)

PKC Vechicle Technology (Hefei) Co, Ltd. (Acquired on 29.03.2017)

MSSL Manufacturing Hungary Kft

MSSL Estonia WH OÜ (incorporated on 30.01.2017)

b) Associates: Motherson Air Travel Agencies Ltd. (till 31.12.2016)

c) Joint Venturers:Sumitomo Wiring Systems Ltd. , Japan

Anest Iwata Corporation, Japan

Sojitz Corporation, Japan

Matsui Manufacturing Company Ltd., Japan

AES Global PTE Ltd., Singapore

Sumitomo Electric Industries Ltd.

Spheros Gmbh, Germany

F Holding GmbH, Austria

Nissin Electric Co. Ltd., Japan

Magneti Marelli Holding S.p.A, Italy

Zanotti S.p.A, Italy

Nachi-Fujikoshi Corporation, Japan

Bergstorm Inc., USA

Michael Bernhard Gnann

Soami Saran Saini

Prashant Dalmia

Amit Kumar Upadhyay

Ravi Shankar Prasad

Mohit Joshi

Amit Varshney

d) Key Management Personnel: (i) Board of Directors

Mr. Vivek Chaand Sehgal*

Mr. Laksh Vaaman Sehgal*

Mr. Ashok Tandon, whole time Director

Mr. Bimal Dhar

Mr. Hiroshi Morimoto




Mr. Yoshiki Kishimoto (till Aug 19, 2015)

Mr. Masahiro Matsushita (till Aug 19, 2015)

Mr. Vivek Avasthi

Ms. Geeta Soni

Ms. Nilu Mehra

Mr. Dhruv Mehra, whole time Director

Mr. Ramesh Dhar, whole time Director

Ms. Madhu BhaskarMr. Mikihisa Takayama

Mr. Hideo Hatada (w.e.f November 11, 2016)

Mr. Yasuhiro Kawamura (Alternate director to Mr. Hideo Hatada)

*Person exercising signifi cant infl uence over the Company

(ii) Other KMP Ms. Pooja Mehra, Company Secretary

(iii) Relatives of Key Management Personnel

Ms. Vidhi Sehgal (Daughter of Mr. Vivek Chaand Sehgal)

Ms. Nilu Mehra (Sister of Mr. Vivek Chaand Sehgal)

Ms. Geeta Soni (Sister of Mr. Vivek Chaand Sehgal)

Ms. Samriddhi Sehgal (Daughter in Law of Mr. Vivek Chaand Sehgal)

Ms. Renu Alka Sehgal (Wife of Mr. Vivek Chaand Sehgal)Master Siddh Vaasav Sehgal (Son of Mr. Laksh Vaaman Sehgal)

(iv) Entities in which key managerial persons or their relatives have control/ signifi cant infl uence:

Motherson Auto Ltd.

Ganpati Auto Industries (Partnership Firm)

Southcity Motors Private Ltd.

Motherson (Partnership Firm)

Vaaman Auto Industry (Partnership Firm)

Motherson Engineering Research and Integrated Technologies Limited

Motherson Innovative Technologies And Research

Moon Meadows Pvt. Ltd.

Sisbro Motor and Workshop Pvt. Ltd.

Field Motor Private Limited

Spirited Auto Cars (I) Limited

Motherson Lease Solution Ltd.

Systematic Conscom Ltd.

MAS Middle East Ltd. (FZE)

Samvardhana Employees Welfare Trust

JSRR Holdings (M) Pvt. Limited.

Radha Rani Holdings Pte Ltd.

Edcol Global Pte. Limited

Advance Technologies and Automotive Resources Pte. Ltd.

Sehgal Family Trust




Shri Sehgals Trustee Company Private Limited

Nirvana Niche Products Private LimitedATAR Mauritius Private Limited

Nirvana GmbH

A Basic Concepts Design Pty. Limited

SCCL Infra Projects Limited

SCCL Global Project (FZE)

Advantedge Technology Partners Private Limited

Advantedge Incubators Private Limited

Swarn Lata Motherson Trust

Motherson Air Travel Agencies Ltd. (w.e.f. January 1, 2017)

Calsonic Kansei Motherson Auto Products Pvt. Ltd.

Kyunshin Industrial Motherson Pvt. Ltd

MATA GmbH

II. Details of transactions, in the ordinary course of business at commercial terms, and balances with related parties as mentioned in 46 (I) above:

S. No.

Particulars

Joint VenturesRefer 39 (a)

AssociatesRefer 39 (b)

Entities in which Key

Management personnel

have control/ Signifi cant infl uence

Refer 39 (d) (iv)

Joint VenturersRefer 39 (c)

Key Management

Personnel (KMP)Refer 39 (d)

(i)&(ii)

Relatives of Key Management

PersonnelRefer 39 (d) (iii)

Current Year

Previous Year

Current Year

Previous Year

Current Year

Previous Year

Current Year

Previous Year

Current Year

Previous Year

Current Year

Previous Year

1 Sale of goods 411 257 - 1 0* 6 0* - - - - -

2 Rendering of services 1834 1,552 0* 7 3 16 - 3 - - - -

3 Sale of fi xed assets - - - - - 0* - - - - - -

4 Purchase of goods 9 3 - - - 0* 516 58 - - - -

5Purchase of fi xed assets / capital advance

3 - - - 308 5 30 - - - - -

6 Purchase of services 59 51 20 97 272 188 0* 1 - - - -

7 Royalty - - - - - 2 2 - - - -

8 Reimbursement expense (net) 9 (9) (0)* (0)* 24 44 - - - - - -

9Remuneration/sitting fees of Directors & KMP #

- - - - 0* - 7 - 37 24 - -

10Investments sold to related parties/Redemption shares

- - - - 121 - - - - - - -

11 Interest income 9 7 - - 3 3 - - - - - -

12 Interest expense 2 - - - 14 1 - - - -

13 Dividend paid 5 10 - - 2 2 4 17 0* 1 - 0*

14 Dividend received - 2,230 - - - 0* - - - - - -

15 Purchase of investment - 609 - - - - - - - - - -

16 Redemption of shares - 13 - - - - - 40 - - - -

17 Capital advance given during the year - 1 - - 36 - - - - - - -

18 Loans given during the year - 32 - - 75 - - - - - - -

19 Loan taken during the year 441 - - - 101 - - - - 25 - -

20 Loans repaid during the year - - - - 257 - - - - 25 - -

21Loans received back during the year

98 - - - - - - - - - - -

22 Loans converted into equity shares - 21 - - - - - - - - - -

23 Security deposits given - - - - 45 15 - - - - - -

24 Security deposit received back - 1 - - 1 0* - - - - - -

25 Security deposit received 36 - - - - - - - - - - -




S. No.

Particulars

Joint VenturesRefer 39 (a)

AssociatesRefer 39 (b)

Entities in which Key

Management personnel

have control/ Signifi cant infl uence

Refer 39 (d) (iv)

Joint VenturersRefer 39 (c)

Key Management

Personnel (KMP)Refer 39 (d)

(i)&(ii)

Relatives of Key Management

PersonnelRefer 39 (d) (iii)

Current Year

Previous Year

Current Year

Previous Year

Current Year

Previous Year

Current Year

Previous Year

Current Year

Previous Year

Current Year

Previous Year

Balances at year end26 Security deposits given 5 5 - - 178 133 - - - - - -

27 Security deposits received 36 - - - 0* 0* - - - - - -

28 Loan receivable 18 116 - - 145 70 - - - - - -

29 Advances given to supplier 0* 1 - 0* 0* 1 - - - - - -

30 Advance received from customers 69 39 - - 1 - - - - - -

31 Capital advance - 1 - - 50 52 - - - - - -

32 Trade payable 14 7 1 14 37 28 126 - - - - -

33 Trade receivable 454 347 - 4 3 13 - 0* - - - -

34 Amount recoverable - 1 - - 1 2 - - - - - -

35 Interest receivable - 0* - - 5 5 - - - - - -

36 Interest payable 0* - - - 10 - - - - - - -

37 Loan payable 511 105 - - 130 302 - - - - - -

# The contribution to Gratuity and leave encashment has been made on group basis and separate fi gures applicable to any individual employee are not available. Therefore contribution to Gratuity and leave encashment has not been considered in above computation.


III. Related parties with whom transactions, the amount of which is in excess of 10% of the total related party transactions of the same type.

S. No. Particulars Name of Related PartyRelation

(Refer note) Amount

2016-17 2015-161 Sale of goods Motherson Sumi Systems Ltd. 39 (I) (a) 301 189

Magneti Marelli Motherson Auto System Pvt Ltd. 39 (I) (a) 42 27

2 Rendering of services Motherson Sumi Systems Ltd. 39 (I) (a) 456 384

SMP Deutschland GmbH (Boetzingen, DE) 39 (I) (a) 714 570

3 Sale of fi xed assets Spirited Auto Cars (I) Limited 39 (I) (d) (iv) - 0*

4 Purchase of goods Nachi-Fujikoshi Corporation, Japan 39 (I) (c) 86 58

Sumitomo Electric Industries Ltd 39 (I) (c) 431 -

5Purchase of fi xed assets / capital advance

Systematic Conscom Ltd. 39 (I) (d) (iv) 307 5

6 Purchase of services Motherson Air Travel Agencies Ltd. 39 (I) (b) 20 97

Motherson Auto Ltd. 39 (I) (d) (iv) 169 82

Motherson Lease Solutions Ltd. 39 (I) (d) (iv) 69 93

7 Royalty Nachi-Fujikoshi Corporation, Japan 39 (I) (c) 2 2

8 Reimbursement expense (net) Motherson Sumi Systems Ltd. 39 (I) (a) (5) 6

SMR Automotive Mirrors UK Ltd. 39 (I) (a) 0* (6)

Magneti Marelli Motherson Auto System Private Ltd. 39 (I) (a) 0* 4

MSSL GmbH 39 (I) (a) (9) -

Motherson Auto Ltd. 39 (I) (d) (iv) (21) (45)

Samvardhana Motherson Automotive Systems Group B.V. (SMRPBV)

39 (I) (a) 7 7

9Remuneration/sitting fees of Directors and KMP

Mr. Ashok Tandon 39 (I) (d) (i) 11 10

Mr. Dhruv Mehra 39 (I) (d) (i) 8 7





(Refer note) Amount

2016-17 2015-16Mr. Ramesh Dhar 39 (I) (d) (i) 13 4

Ms. Pooja Mehra 39 (I) (d) (ii) 4 3

10 Interest income Samvardhana Motherson Polymers Ltd. 39 (I) (a) 7 7


Motherson Bergstrom HVAC Solutions Pvt. Ltd 39 (I) (a) 2 0*

11 Interest expense Systematic Conscom Ltd. 39 (I) (d) (iv) - 1

MAS Middle East Ltd. (FZE) 39 (I) (d) (iv) 12 -

SCCL Infra Projects Limited 39 (I) (d) (iv) 2 -

MSSL Tooling (FZE) 39 (I) (a) 2 -

12 Dividend paid CTM India Ltd. 39 (I) (a) 5 3

Motherson Sumi Systems Ltd. 39 (I) (a) - 6

Sumitomo Wiring Systems Ltd. , Japan 39 (I) (c) - 16

Radha Rani Holdings Pte Ltd 39 (I) (d) (iv) 2 2

Sumitomo Electric Industries Ltd. 39 (I) (c) 3 -

13 Dividend received Motherson Sumi Systems Ltd. 39 (I) (a) - 2198

14 Purchase of investment Fritzmeier Motherson Cabin Engineering Private Ltd. 39 (I) (a) - 271

Magneti Marelli Motherson Holding India B.V. 39 (I) (a) - 190

15 Redemption of shares Motherson Sumi Systems Ltd 39 (I) (a) - 13

Sumitomo Wiring Systems Ltd. , Japan 39 (I) (c) - 40

16 Capital advance given during the year Matsui Technologies India Ltd. 39 (I) (a) - 1

Systematic Conscom Ltd. 39 (I) (d) (iv) 36 -

17 Loans given during the year Samvardhana Motherson Polymers Ltd. 39 (I) (a) - 14

Motherson Bergstrom HVAC Solutions Pvt. Ltd. 39 (I) (a) - 18

Spirited Auto Cars (I) Limited 39 (I) (d) (iv) 75 -

18 Loan taken during the year Mr. Vivek Chaand Sehgal 39 (I) (d) (i) - 25


MSSL Tooling (FZE) 39 (I) (a) 441 -

19 Loans repaid during the year Mr. Vivek Chaand Sehgal 39 (I) (d) (i) 25


20 Loans received back during the year Samvardhana Motherson Polymers Ltd 39 (I) (a) 98 -

21 Loans converted into equity shares Samvardhana Motherson Global Holdings Ltd 39 (I) (a) - 21

22 Security deposits given Motherson Lease Solutions Ltd. 39 (I) (d) (iv) 9 13

Motherson Auto Ltd. 39 (I) (d) (iv) 36 -

23 Security deposit received back Motherson Lease Solutions Ltd. 39 (I) (d) (iv) 1 0

24 Security Deposit Received SMP Deutschland GmbH 39 (I) (a) 36 -

25 Investment sold/ sale of shares Motherson Auto Ltd. 39 (I) (d) (iv) 121 -

Balance at year end26 Security deposit given Motherson Lease Solutions Ltd. 39 (I) (d) (iv) 28 65


27 Security deposits received Motherson Sumi Systems Ltd 39 (I) (a) 36 -

28 Loans receivable Spirited Auto Cars (I) Limited 39 (I) (d) (iv) 75 -

Samvardhana Motherson Polymers Ltd. 39 (I) (a) - 98

Systematic Conscom Ltd. 39 (I) (d) (iv) 48 48

Motherson Auto Ltd. 39 (I) (d) (iv) - 22

Motherson Bergstrom HVAC Solutions Pvt. Ltd 39 (I) (a) 18 18

29 Advance given to supplier SMR Automotive Systems USA Inc 39 (I) (a) - 0*

Motherson Air Travel Agencies Ltd. 39 (I) (b) - 0*





(Refer note) Amount

2016-17 2015-16Systematic Conscom Ltd. 39 (I) (d) (iv) 1 1

30 Advance received from customers Motherson Sumi Systems Ltd. 39 (I) (a) 60 30

Magneti Marelli Motherson Auto System Private Ltd. 39 (I) (a) 4 8

31 Capital advance given Motherson Auto Ltd. 39 (I) (d) (iv) 50 50

32 Trade payable Motherson Sumi Systems Ltd. 39 (I) (a) 4 6

Motherson Air Travel Agencies Ltd 39 (I) (b) 1 14


Motherson Lease Solutions Ltd. 39 (I) (d) (iv) 3 18

Sumitomo Electric Industries Ltd. 39 (I) (c) 85 -

Nachi-Fujikoshi Corporation, Japan 39 (I) (c) 41 -

33 Trade receivable Motherson Sumi Systems Ltd. 39 (I) (a) 184 96

SMP Deutschland GmbH (Boetzingen, DE) 39 (I) (a) 111 87

SMR Automotive Mirrors Stuttgart GmbH 39 (I) (a) 48 36

34 Amount recoverable SMR Automotive Systems India Limited 39 (I) (d) (iv) 0* -

Samvardhana Employees Welfare Trust 39 (I) (d) (iv) - 1

Motherson Lease Solutions Ltd. 39 (I) (d) (iv) 0* -

35 Interest receivable Motherson Auto Ltd. 39 (I) (d) (iv) 4 5

Spirited Auto Cars (I) Limited. 39 (I) (d) (iv) 1 -

36 Interest Payable MAS Middle East Ltd. (FZE) 39 (I) (d) (iv) 10 -

Motherson Lease Solutions Ltd. 39 (I) (d) (iv) - 0*

37 Loan Payable MSSL Tooling (FZE) 39 (I) (a) 511 105

MAS Middle East Ltd. (FZE) 39 (I) (d) (iv) 93 262

SCCL Infra Projects Limited 39 (I) (d) (iv) 36 38


40. Leasesa) Finance Leases: Assets acquired on fi nance lease and hire purchase contract comprise property and plant & machinery. Most

of the leases are renewable for further period on mutually agreeable terms and also include escalation clause.

The minimum lease payments and present value of minimum lease payments are as follows:

Minimum Lease Payments

Present value of Minimum lease payments

March 31, 2017 March 31, 2016 March 31, 2017 March 31, 2016Not later than one year 236 569 218 534

Later than 1 year and not later than 5 years 318 487 296 441

Later than 5 years 46 76 43 70

Total 600 1,132 557 1,045Less: Finance Charges 43 87

Present value of minimum lease period 557 1,045Disclosed under:Other long term borrowings (Refer Note 5) 339 513

Other Current Liabilities (Refer Note 11) 218 532




b) Operating Leases: The Company has signifi cant operating leases for premises. These lease arrangements range for a period

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



With respect to all operating leases;Lease payments recognised in the Statement of Profi t and Loss during the year

4,405 4,070

Sub-lease payments received / receivable recognised in the Statement of Profi t and Loss during the year

106 106

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

Particulars As at March 31, 2017

As atMarch 31, 2016

Payable not later than 1 year 2,136 2,170

Payable later than 1 year and not later than 5 years 4,221 3,877

Payable later than 5 years 538 1,575

41. Earnings per share



a) Basic

Net profi t / (loss) after tax available for equity shareholders 8,070 5,446

Less: Dividend Tax paid by consolidated company 25 442

Net profi t / (loss) after tax available for equity Shareholders -(A) 8,045 5,004

Weighted average number of Equity Shares outstanding (Nos.) - (B) 473,613,855 473,613,855

Basic (loss) / earnings (in Rupees) Per Equity Share of ` 10/- each. (Previous year ` 10/- each) (A/B)

16.99 10.57

b) Diluted

Net profi t / (loss) after tax available for equity Shareholders -(A) 8,045 5,004

Weighted average number of equity shares used to compute basic earnings per share- (B)

473,613,855 473,613,855

Diluted Earnings (in Rupees) Per Equity Share of ` 10/- each. (Previous year ` 10/- each) (A/B)

16.99 10.57

Note: The Company does not have any outstanding dilutive potential equity shares. Consequently, the basic and dilutive EPS of the Company remains the same.




42. Disclosure relating to entities considered in the consolidated fi nancial statements: A. Details of subsidiaries which have been considered in these consolidated accounts are as follows:

Name of the Company Country of Incorporation

% voting power held as at Reporting Dates used for ConsolidationMarch 31,

2017March 31,

2016Motherson Sumi INfotech & Designs Ltd. India 53.67% 53.65% March 31, 2017

Samvardhana Motherson Virtual Analysis Ltd. (held by Motherson Sumi INfotech & Designs Ltd.)

India 100% 100% March 31, 2017

Motherson Auto Engineering Service Ltd. (held by Motherson Sumi INfotech & Designs Ltd.) India 100% 100% March 31, 2017

MSID U.S. Inc. (held by Motherson Sumi INfotech & Designs Ltd.)

USA 100% 100% March 31, 2017

MothersonSumi Infotekk And Designs GmbH (held by Motherson Sumi INfotech & Designs Ltd.)

Germany 100% 100% March 31, 2017

MothersonSumi INfotech and Designs SG Pte. Ltd. (held by Motherson Sumi INfotech & Designs Ltd.)

Singapore 100% 100% March 31, 2017

MothersonSumi INfotech & Designs KK (held by MothersonSumi INfotech and Designs SG Pte. Ltd.)

Japan 80% 80% March 31, 2017

Saks Ancillaries Ltd. India 58.12% 58.12% March 31, 2017

Motherson Machinery and Automations Ltd. India 100% 100% March 31, 2017

Nachi Motherson Tool Technology Ltd. India 74% 74% March 31, 2017

Tiger Connect Travel Systems & Solutions Ltd. India 100% 100% March 31, 2017

Motherson Molds and Diecasting Ltd. India 51% 51% March 31, 2017

Samvardhana Motherson Finance Services Cyprus Ltd.

Cyprus 100% 100% March 31, 2017

Samvardhana Motherson Refrigeration Product LtdIndia

100% - 100 Shares

100% - 100 Shares

March 31, 2017

Samvardhana Motherson Holding (M) Private Ltd. (SMHPL)

Mauritius 100% 100% March 31, 2017

Motherson Advanced Tooling Solutions Ltd. India 100% 100% March 31, 2017

Motherson Auto Solutions Ltd. India 66% 66% March 31, 2017

Motherson Consultancies Service Limited India 100% 100% March 31, 2017

Motherson Sintermetal Technology Ltd. India 88.85% 88.85% March 31, 2017

Motherson Sintermetal Technology B.V.(held by Motherson Sintermetal Technology Ltd.) Netherlands 100% 100% March 31, 2017

Motherson Sintermetal Products S.A.(held by Motherson Sintermetal Technology B.V.)

Spain 100% 100% March 31, 2017

Motherson Techno Tools Limited India 60% 60% March 31, 2017

Motherson Techno Tools Mideast FZE. (% held by Motherson Techno tools Limited)

UAE 100% 100% March 31, 2017

Samvardhana Motherson Auto System Private Limited

India 100% 100% March 31, 2017


India 100% 100% March 31, 2017

Motherson Invenzen Xlab Private Limited India 51% 51% March 31, 2017

B. Details of Associate Companies are as follows:



2017March 31,

2016Motherson Air Travel Agencies Limited India - 43.33% -




C. Details of Joint Venture Companies which have been considered in these consolidated accounts are as follows:



2017March 31,

2016Samvardhana Motherson Global Holding Limited (SMGHL) (% held By Samvardhana Motherson Holding (M) Private Limited)1

Cyprus 49% 49% March 31, 2017

Motherson Sumi Systems Limited (MSSL) India 34.81% 36.93% March 31, 2017

Anest Iwata Motherson Coating Equipment Private Limited

India 49% 49% March 31, 2017

Anest Iwata Motherson Private Limited India 49% 49% March 31, 2017

Air Factory Energy Limited (merged with Anest Iwata Motherson Private Limited)

India - 100% -

AES (India) Engineering Limited India 26% 26% March 31, 2017

Spheros Motherson Thermal System Limited India 49% 49% March 31, 2017

Matsui Technologies India Limited India 50% 50% March 31, 2017

Fritzmeier Motherson Cabin Engineering Private Limited

India 50% 50% March 31, 2017

Nissin Advanced Coating Indo Co. Private Limited. India 49% 49% March 31, 2017

Magneti Marelli Motherson India Holding B.V. Netherlands 50% 50%December 31,2016

Magneti Marelli Motherson Auto System Private Ltd (% held by Magneti Marelli Motherson India Holding B.V.)

India 100% 100% March 31, 2017

CTM India Limited India 41% 41% March 31, 2017

Nachi Motherson Precision Private Limited India 49% 49% March 31, 2017

Motherson Bergstrom HVAC Solution Private Limited India 50% 50% March 31, 2017

Magneti Marelli Motherson Shock Absorbers India Private Ltd.

India 50% 50% March 31, 2017

Samvardhana Motherson Polymers Limited1 India 49% 49% March 31, 2017 1 49% directly held by Company and 51% held by MSSL.

D. Details of Subsidiaries of Motherson Sumi Systems Limited which have been considered in these consolidated accounts are as follows:



2017March 31,

2016MSSL Mauritius Holdings Limited Mauritius 100% 100% March 31, 2017

MSSL Mideast (FZE) UAE 100% 100% March 31, 2017

Motherson Electrical Wires Lanka Private Limited Sri Lanka 100% 100% March 31, 2017

MSSL (S) Pte Limited Singapore 100% 100% March 31, 2017

MSSL (GB) Limited (Jointly held by the MSSL and MSSL Mideast (FZE))

UK 100% 100% March 31, 2017

Motherson Wiring System (FZE) (held by MSSL Mideast (FZE))

UAE 100% 100% March 31, 2017

MSSL Tooling (FZE) (held by MSSL Mideast (FZE)) UAE 100% 100% March 31, 2017

MSSL Ireland Private Limited (held by MSSL (GB) Limited as at March 31, 2017 and held by MMHL during previous year)

Ireland 100% 100% March 31, 2017

MSSL GmbH (held by MSSL Mideast (FZE)) Germany 100% 100% March 31, 2017






2017March 31,

2016Samvardhana Motherson Invest Deutschland GmbH (held by MSSL GmbH)

Germany 100% 100% March 31, 2017

MSSL Advanced Polymers s.r.o.(held by MSSL GmbH)

Czech Republic

100% 100% March 31, 2017

Motherson Orca Precision Technology GmbH (held by MSSL GmbH)

Germany 95.10% 95.10% March 31, 2017

MSSL s.r.l. Unipersonale (held by MSSL (GB) Limited as at March 31, 2017 and held by MSSL GMBH during previous year)

Italy 100% 100% March 31, 2017

Motherson Techno Precision México, S.A. de C.V (held by MSSL GmbH)

Mexico 100% 100% March 31, 2017

Samvardhana Motherson Polymers Management Germany GMBH (held by MSSL GmbH)

Germany 100% 100% March 31, 2017

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

Germany - 100% -

Global Environment Management (FZC) (held by MSSL Mauritius Holdings Limited)

UAE 78.82% 78.82% March 31, 2017

Global Environment Management Australia Pty Limited (held by Global Environment Management (FZC))

Australia 100% 100% March 31, 2017

MSSL Australia Pty Limited (held by MMHL as at March 31, 2017 & held by MSSL (S) Pte. Limited during previous year)


Motherson Elastomers Pty Limited (held by MSSL Australia Pty Limited)


Motherson Investments Pty Limited (held by MSSL Australia Pty Limited)


MSSL Global RSA Module Engineering Limited (held by MSSL Mauritius Holdings Limited)

South Africa 100% 100% March 31, 2017

Samvardhana Motherson Global Holdings Ltd. (SMGHL) (held by MSSL Mauritius Holdings Limited)

Cyprus 51% 51% March 31, 2017

MSSL Japan Limited (held by MSSL (S) Pte Limited)

Japan 100% 100% March 31, 2017

MSSL México, S.A. De C.V. (held by MSSL (S) Pte Limited)

Mexico 100% 100% March 31, 2017

Vacuform 2000 (Proprietary) Limited (held by MSSL Mauritius Holdings Limited)

South Africa 51% 51% March 31, 2017

MSSL WH System (Thailand) Co., Ltd (held by MSSL (S) Pte. Ltd.)

Thailand 100% 100% March 31, 2017

MSSL Korea WH Limited (held by MSSL (S) Pte. Ltd.)

Korea 100% 100% March 31, 2017

MSSL Automobile Component Ltd India 100% 100% March 31, 2017

Samvardhana Motherson Polymers Limited (SMPL) India 51% 51% March 31, 2017

MSSL Consolidated Inc. (held by MSSL (GB) Ltd.) USA 100% 100% March 31, 2017

MSSL Overseas Wiring System Ltd. (held by MSSL Consolidated Inc)

UK 100% 100% March 31, 2017

MSSL Wiring System Inc (held by MSSL Overseas Wiring System Ltd)

USA 100% 100% March 31, 2017






2017March 31,

2016Alphabet de Mexico, S.A. de C.V. (held by MSSL (GB) Ltd.)

Mexico 100% 100% March 31, 2017

Alphabet de Mexico de Monclova, S.A. de C.V. (held by MSSL (GB) Ltd.)

Mexico 100% 100% March 31, 2017

Alphabet de Saltillo, S.A. de C.V. (held by MSSL (GB) Ltd.)

Mexico 100% 100% March 31, 2017

MSSL Wirings Juarez, S.A. de C.V. Mexico 100% 100% March 31, 2017

Samvardhana Motherson Automotive Systems Group B.V. (SMRPBV) (held by SMGHL and SMPL)

Netherlands 100% 100% March 31, 2017

Samvardhana Motherson Peguform GmbH (held by SMRPBV)

Germany 100% 100% March 31, 2017

SMP Deutschland GmbH (held by Samvardhana Motherson Peguform GmbH and SMGHL)

Germany 100% 100% March 31, 2017

SMP Automotive Technology Iberica S.L. (by SMRPBV)

Spain 100% 100% March 31, 2017

SMP Automotive Technology Management Services (Changchun) Co. Ltd. (held by SMP Deutschland GmbH)

China 100% 100% March 31, 2017

SMP Automotive Technologies Teruel Sociedad Limitada (held by SMP Automotive Technology Iberica S.L.)

Spain 100% 100% March 31, 2017

SMP Automotive Systems Mexico S.A. de C.V. (held by SMP Automotive Technology Iberica S.L.)

Mexico100%

-1share100%

-1share March 31, 2017

Samvardhana Motherson Peguform Barcelona S.L.U (held by SMP Automotive Technology Iberica S.L.)

Spain 100% 100% March 31, 2017

SMP Logistik Service GmbH (held by SMP Deutschland GmbH)

Germany 100% 100% March 31, 2017

Samvardhana Motherson Peguform Automotive Technology Portugal S.A. (held by SMP Automotive Technology Iberica S.L.)

Portugal 100% 100% March 31, 2017

SMP Automotive Solutions Slovakia s.r.o (held by SMP Deutschland GmbH)

Slovakia 100% 100% March 31, 2017

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

China50%

+1share50%

+1share March 31, 2017

SMP Automotive Produtos Automotivos do Brasil Ltda. (held by SMP Automotive Technology Iberica S.L.)

Brazil100%

-1share100%

-1share March 31, 2017

Foshan Peguform Automotive Plastics Technology Co. Ltd. (held by Changchun Peguform Automotive Plastics Technology Co., Ltd.)

China 100% 100% March 31, 2017

SMP Exterior Automotive GmbH (held by Samvardhana Motherson Peguform GmbH)

Germany 100% 100% March 31, 2017

SMP Automotive Interiors (Beijing) Co. Ltd (held by SMRPBV)

China 100% 100% March 31, 2017

Samvardhana Motherson Refl ectec Group Holdings Limited (SMR) (held by SMRPBV)

Jersey 98.45% 98.45% March 31, 2017

Samvardhana Motherson Innovative Autosystems BV & Co. KG (held by Samvardhana Motherson Peguform GmbH)

Germany 100% 100% March 31, 2017






2017March 31,

2016SMR Automotive Holding Hong Kong Limited (held by SMR)

Hong Kong 100% 100% March 31, 2017

SMR Automotive Technology Holding Cyprus Limited (held by SMR)

Cyprus 100% 100% March 31, 2017

SMR Automotive Mirror Systems Holding Deutschland GmbH (held by SMR)

Germany 100% 100% March 31, 2017

SMR Automotive Mirrors Stuttgart GmbH (held by SMR)

Germany 100% 100% March 31, 2017

SMR Automotive Modules Korea Ltd (formerly known as SMR Poong Jeong Automotive Mirrors Korea Ltd.) (held by SMR Automotive Mirror Systems Holding Deutschland GmbH)

South Korea 100% 89.86% March 31, 2017

SMR Hyosang Automotive Ltd. (held by SMR) South Korea 100% 89.86% March 31, 2017

SMR Holding Australia Pty Ltd. (held by SMR) Australia 100% 100% March 31, 2017

SMR Automotive Australia Pty Limited (held by SMR)


SMR Automotive Mirror Technology Hungary BT (held by SMR)

Hungary 100% 100% March 31, 2017

SMR Grundbesitz GmbH & Co. KG (held by SMR) Germany 93.07% 93.07% March 31, 2017

SMR Automotive (Langfang) Co. Ltd (held by SMR Automotive Modules Korea Ltd)

China 100% 89.86% March 31, 2017

SMR Automotive Mirror Parts and Holdings UK Ltd (held by SMR)

UK 100% 100% March 31, 2017

SMR Automotive Mirrors UK Limited (held by SMR) UK 100% 100% March 31, 2017

SMR Automotive Technology Valencia S.A.U. (held by SMR)

Spain 100% 100% March 31, 2017

SMR Automotive Mirror Services UK Ltd. (held by SMR) dissolved on March 05, 2016

UK - 100% -

SMR Automotive Mirror International USA Inc. (held by SMR)

USA 100% 100% March 31, 2017

SMR Automotive Systems USA Inc. (held by SMR) USA 100% 100% March 31, 2017

SMR Automotive Systems France S.A. (held by SMR Automotive Technology Holding Cyprus Limited)

France 100% 100% March 31, 2017

SMR Automotive Systems India Limited (Jointly held by the MSSL and SMR Automotive Technology Holding Cyprus Limited)

India 100% 100% March 31, 2017

SMR Automotive Yancheng Co. Limited (held by SMR Automotive Holding Hong Kong Limited)

China 100% 100% March 31, 2017

SMR Automotive Beijing Company Limited (held by SMR Automotive Holding Hong Kong Limited)

China 100% 100% March 31, 2017

SMR Automotive Mirror Technology Holding Hungary KFT (held by SMR Automotive Technology Holding Cyprus Limited)

Hungary 100% 100% March 31, 2017

SMR Automotive Systems Spain S.A.U (held by SMR)

Spain 100% 100% March 31, 2017

SMR Automotive Vision Systems Mexico S.A de C.V (held by SMR)

Mexico 100% 100% March 31, 2017

SMR Automotive Servicios Mexico S.A de C.V (held by SMR) - under liquidation

Mexico 100% 100% March 31, 2017






2017March 31,

2016SMR Patents S.à.r.l. (held by SMR) Luxembourg 100% 100% March 31, 2017

SMR Automotive Beteiligungen Deutschland GmbH (held by SMR)

Germany 100% 100% March 31, 2017

SMR Automotive Brasil Ltda. (held by SMR) Brazil 100% 100% March 31, 2017

SMR Automotives Systems Macedonia Dooel Skopje (held by SMR)

Macedonia 100% 100% March 31, 2017

SMR Automotive System (Thailand) Limited (held by SMR Automotive Technology Holding Cyprus Limited)

Thailand 100% 100% March 31, 2017

SMR Automotive Operations Japan K.K. (held by SMR)

Japan 100% 100% March 31, 2017

SMR Automotive Vision System Operations USA INC. (held by SMR)

USA 100% 100% March 31, 2017

SMR Mirror UK Limited (held by SMR) UK 100% 100% March 31, 2017

Samvardhana Motherson Innovative Autosystems Holding Company BV (held by SMR)


SM Real Estate GmbH (held by SMP Automotive Exterior GmbH)

Germany 94.80% 94.80% March 31, 2017

Samvardhana Motherson Innovative Autosystems de Mexico, S.A. de C.V. (held jointly by SMR & SMP)

Mexico 100% 99% March 31, 2017

Samvardhana Motherson Global (FZE) (Held by SMR)

UAE 100% 100% March 31, 2017

SMP Automotive Systems Alabama Inc. USA 100% 100% March 31, 2017

Motherson Innovations Company Limited (Held by SMR)

England 100% 100% March 31, 2017

Motherson Innovations Deutschland GmbH Germany 100% 100% March 31, 2017

SAKS Ancillaries Limited India 40.01% 40.01% March 31, 2017

Re time Pty Limited (held by SMR) Australia 35% 35% March 31, 2017

Kyungshin Industrial Motherson Limited India 50% 50% March 31, 2017

Calsonic Kansei Motherson Auto Products Private Limited

India 49% 49% March 31, 2017

Ningbo SMR Huaxiang Automotive Mirrors Co. Ltd. (through SMR)

China 50% 50% March 31, 2017

Chongqing SMR Huaxiang automotive Products Limited (through SMR)

China - 50% -

Celulosa Fabril S.A. (CEFA) (through SMP Automotive Technology Iberica S.L.)

Spain 50% 50% March 31, 2017

Modulos Rivera Alta S.L.U. (held by Celulosa Fabril S.A.)

Spain 100% 100% March 31, 2017

Eissmann SMP Automotive Interieur Slovensko s.r.o (through SMP Deutschland GmbH)

Slovakia 49% 49% March 31, 2017

Samvardhana Motherson Nippisun Technology Ltd (SMNTL)

India 100% 49.50% March 31, 2017

MSSL Manufacturing Hungary Kft (held by MSSL GMBH)

Hungary 100% - March 31, 2017

SMR Automotive Industries RUS Limited Liability Company (incorported on 03.10.2016) (held by SMR)

Russia 100% - March 31, 2017






2017March 31,

2016Motherson Innovations Lights GmbH & Co KG (formerly Kobek Siebdruck GmbH & Co. KG – acquired on 02.01.2017 held by Samvardhana Motherson Peguform GmbH)

Germany 100% - March 31, 2017

Motherson Innovations Lights Verwaltungs GmbH (formerly Kobek Verwaltungs GmbH - acquired on 02.01.2017 held by Motherson Innovations Lights GmbH & Co KG)


MSSL Estonia WH OÜ (incorporated on 30.01.2017) (held by MSSL (GB) Limited)

Estonia 100% - March 31, 2017

PKC Group Plc (held by MSSL Estonia WH OÜ) * Finland 100% - March 31, 2017

PKC Wiring Systems Oy (held by PKC Group Plc)* Finland 100% - March 31, 2017

PKC Netherlands Holding B.V. (held by PKC Group Plc)*

Netherlands 100% - March 31, 2017

PKC Group Poland Sp. z o.o. (held by PKC Eesti AS)*

Poland 100% - March 31, 2017

PKC Wiring Systems Llc (held by PKC Wiring Systems Oy)*

Serbia 100% - March 31, 2017

PKC Group APAC Limited (held by PKC Wiring Systems Oy)*

Hong Kong 100% - March 31, 2017

PKC Group Canada Inc. (held by PKC Wiring Systems Oy)*

Canada 100% - March 31, 2017

PKC Group USA Inc. (held by PKC Wiring Systems Oy)*

USA 100% - March 31, 2017

PKC Group Mexico S.A. de C.V. (held by PKC Wiring Systems Oy)*

Mexico 100% - March 31, 2017

Project del Holding S.a.r.l. (held by PKC Wiring Systems Oy)*

Luxembourg 100% - March 31, 2017

PK Cables do Brasil Ltda (held by PKC Wiring Systems Oy)*

Brazil 100% - March 31, 2017

PKC Eesti AS (held by PKC Wiring Systems Oy)* Estonia 100% - March 31, 2017

TKV-sarjat Oy (held by PKC Wiring Systems Oy)* Finland 100% - March 31, 2017

PKC SEGU Systemelektrik GmbH (held by PKC Wiring Systems Oy)*


PK Cables Nederland B.V. (held by PKC Netherlands Holding B.V.)*

Netherlands 100% - March 31, 2017

Groclin Luxembourg S.à r.l. (held by PKC Group Poland Holding Sp. z o.o.)*

Luxembourg 100% - March 31, 2017

PKC Vehicle Technology (Suzhou) Co., Ltd. (held by PKC Group APAC Limited)*

China 100% - March 31, 2017

AEES Inc. (held by PKC Group USA Inc.)* USA 100% - March 31, 2017

PKC Group Lithuania UAB (held by PKC Eesti AS)* Lithuania 100% - March 31, 2017

PKC Group Poland Holding Sp. z o.o. (w.e.f. 29.03.2017 held by PKC Wiring Systems Oy)*

Poland 100% - March 31, 2017

OOO AEK (held by PKC Eesti AS)* Russia 100% - March 31, 2017

Kabel-Technik-Polska Sp. z o.o. (held by Groclin Luxembourg S.à r.l.)*

Poland 100% - March 31, 2017

AEES Power Systems Limited partnership (held by AEES Inc.)*

USA 100% - March 31, 2017

T.I.C.S. Corporation (held by AEES Inc.)* USA 100% - March 31, 2017






2017March 31,

2016Fortitude Industries Inc. (held by AEES Inc.)* USA 100% - March 31, 2017

AEES Manufactuera, S. De R.L de C.V. (held by Project del Holding S.a.r.l.)*

Mexico 100% - March 31, 2017

Cableodos del Norte II, S. de R.L de C.V. (held by Project del Holding S.a.r.l.)*

Mexico 100% - March 31, 2017

Manufacturas de Componentes Electricos de Mexico S. de R.L de C.V. (held by Project del Holding S.a.r.l.)*

Mexico 100% - March 31, 2017

Arneses y Accesorios de México, S. de R.L de C.V. (held by Project del Holding S.a.r.l.)*

Mexico 100% - March 31, 2017

Asesoria Mexicana Empresarial, S. de R.L de C.V. (held by Project del Holding S.a.r.l.)*

Mexico 100% - March 31, 2017

Arneses de Ciudad Juarez, S. de R.L de C.V. (held by Project del Holding S.a.r.l.)*

Mexico 100% - March 31, 2017

PKC Group de Piedras Negras, S. de R.L. de C.V. (held by Project del Holding S.a.r.l.)*

Mexico 100% - March 31, 2017

PKC Group AEES Commercial S. de R.L de C.V (held by Project del Holding S.a.r.l.)*

Mexico 100% - March 31, 2017

Jiangsu Huakai-PKC Wire Harness Co., Ltd. (held by PKC Group APAC Limited)*

China 50% - March 31, 2017

PKC Vechicle Technology (Hefei) Co, Ltd. (held by PKC Group APAC Limited)*

China 50% - March 31, 2017

* Acquired on March 27, 2017 (Refer note 52(a))

E. Details of subsidiaries / Joint Ventures / Associate of Samvardhana Motherson Group Holding Limited (SMGHL, Cyprus) which have been considered in these consolidated fi nancial statements are as follows:


% voting power held as at Reporting Dates used for Consolidation

March 31, 2017

March 31, 2016

Samvardhana Motherson Automotive Systems Group B.V. (SMRPBV) (formerly Samvardhana Motherson B.V.) (held by SMGHL and SMPL)


Samvardhana Motherson Refl ectec Group Holdings Limited (SMR) (held by Samvardhana Motherson Automotive Systems Group B.V.)

Jersey 98.45% 98.45% March 31, 2017

SMR Automotive Holding Hong Kong Limited (held by SMR)

Hong Kong 100% 100% March 31, 2017


Cyprus 100% 100% March 31, 2017


Germany 100% 100% March 31, 2017


Germany 100% 100% March 31, 2017

SMR Poong Jeong Automotive Mirrors Korea Ltd. (held by SMR)











March 31, 2017

March 31, 2016


Hungary 100% 100% March 31, 2017

SMR Grundbesitz GmbH & Co. KG (held by SMR) Germany 93.07% 93.07% March 31, 2017

SMR Automotive (Langfang) Co. Ltd (held by SMR,Korea)

China 100% 89.86% March 31, 2017


UK 100% 100% March 31, 2017

SMR Automotive Mirrors UK Limited (held by SMR) UK 100% 100% March 31, 2017


Spain 100% 100% March 31, 2017

SMR Automotive Mirror Services UK Ltd. (held by SMR)

UK - 100% -


USA 100% 100% March 31, 2017

SMR Automotive Systems USA Inc. (held by SMR) USA 100% 100% March 31, 2017

SMR Automotive Systems France S.A. (held by SMR)

France 100% 100% March 31, 2017

SMR Automotive Systems India Limited (held by SMR)

India 100% 100% March 31, 2017

SMR Automotive Yancheng Co. Limited (held by SMR)

China 100% 100% March 31, 2017

SMR Automotive Beijing Company Limited (held by SMR)

China 100% 100% March 31, 2017

SMR Automotive Mirror Technology Holding Hungary KFT (held by SMR)

Hungary 100% 100% March 31, 2017


Spain 100% 100% March 31, 2017


Mexico 100% 100% March 31, 2017

SMR Automotive Servicios Mexico S.A de C.V (held by SMR)

Mexico 100% 100% March 31, 2017

SMR Patents S.à.r.l. (held by SMR) Luxembourg 100% 100% March 31, 2017


Germany 100% 100% March 31, 2017




SMR Automotive System (Thailand) Limited (held by SMR)

Thailand 100% 100% March 31, 2017


Japan 100% 100% March 31, 2017


USA 100% 100% March 31, 2017





Mexico 100% 99% March 31, 2017






March 31, 2017

March 31, 2016


UAE 100% 100% March 31, 2017



England 100% 100% March 31, 2017




China 50% 50% March 31, 2017


China 50% 50% March 31, 2017


Germany 100% 100% March 31, 2017


Germany 100% 100% March 31, 2017


Spain 100% 100% March 31, 2017


China 100% 100% March 31, 2017


Spain 100% 100% March 31, 2017


Mexico100%

-1share100%

-1shareMarch 31, 2017


Spain 100% 100% March 31, 2017

SMP Logistik Service GmbH (previously known as SMP Automotive Solutions Personalleasings GmbH) (held by SMP Deutschland GmbH)

Germany 100% 100% March 31, 2017


Portugal 100% 100% March 31, 2017


Slovakia 100% 100% March 31, 2017


China50%

+1share50%

+1shareMarch 31, 2017


Brazil100%

-1share100%

-1shareMarch 31, 2017


China 100% 100% March 31, 2017


Germany 100% 100% March 31, 2017


China 100% 100% March 31, 2017






March 31, 2017

March 31, 2016


Germany 100% 100% March 31, 2017


Germany 94.80% 94.80% March 31, 2017

Celulosa Fabril S.A. (CEFA) (through SMP automotive technology Iberica S.L.)

Spain 50% 50% March 31, 2017

Modulos Rivera Alta S.L.U. (through Celulosa Fabril S.A.)

Spain 100% 100% March 31, 2017




Russia 100% - March 31, 2017

Motherson Innovations Lights GmbH & Co KG (formerly Kobek Siebdruck GmbH & Co. KG – acquired on 02.01.2017 held by Samvardhana Motherson Peguform GmbH)




F. Details of subsidiaries / Joint Ventures / Associate of Samvardhana Motherson Polymers Limited (SMPL) which have been considered in these consolidated fi nancial statements are as follows:



March 31, 2017

March 31, 2016

Samvardhana Motherson Automotive Systems Group B.V. (SMRPBV) (formerly Samvardhana Motherson B.V.) (held by SMGHL and SMPL)



Germany 100% 100% March 31, 2017


Germany 100% 100% March 31, 2017


Spain 100% 100% March 31, 2017


China 100% 100% March 31, 2017


Spain 100% 100% March 31, 2017


Mexico 100%-1share 100%-1share March 31, 2017


Spain 100% 100% March 31, 2017






March 31, 2017

March 31, 2016

SMP Logistik Service GmbH (previously known as SMP Automotive Solutions Personalleasings GmbH) (held by SMP Deutschland GmbH)

Germany 100% 100% March 31, 2017


Portugal 100% 100% March 31, 2017


Slovakia 100% 100% March 31, 2017


China 50% +1share 50% +1share March 31, 2017


Brazil 100%-1share 100%-1share March 31, 2017


China 100% 100% March 31, 2017


Germany 100% 100% March 31, 2017


China 100% 100% March 31, 2017


Germany 100% 100% March 31, 2017


Germany 94.80% 94.80% March 31, 2017

Celulosa Fabril S.A. (CEFA) (through SMP automotive technology Iberica S.L.)

Spain 50% 50% March 31, 2017

Modulos Rivera Alta S.L.U. (through Celulosa Fabril S.A.)

Spain 100% 100% March 31, 2017



Samvardhana Motherson Refl ectec Group Holdings Limited (SMR) (held by Samvardhana Motherson Automotive Systems Group B.V.)

Jersey 98.45% 98.45% March 31, 2017

SMR Automotive Holding Hong Kong Limited (held by SMR)

Hong Kong 100% 100% March 31, 2017


Cyprus 100% 100% March 31, 2017


Germany 100% 100% March 31, 2017


Germany 100% 100% March 31, 2017

SMR Poong Jeong Automotive Mirrors Korea Ltd. (held by SMR)











March 31, 2017

March 31, 2016


Hungary 100% 100% March 31, 2017

SMR Grundbesitz GmbH & Co. KG (held by SMR)

Germany 93.07% 93.07% March 31, 2017

SMR Automotive (Langfang) Co. Ltd (held by SMR,Korea)

China 100% 89.86% March 31, 2017


UK 100% 100% March 31, 2017

SMR Automotive Mirrors UK Limited (held by SMR)

UK 100% 100% March 31, 2017


Spain 100% 100% March 31, 2017

SMR Automotive Mirror Services UK Ltd. (held by SMR)

UK - 100% -


USA 100% 100% March 31, 2017

SMR Automotive Systems USA Inc. (held by SMR)

USA 100% 100% March 31, 2017

SMR Automotive Systems France S.A. (held by SMR)

France 100% 100% March 31, 2017

SMR Automotive Systems India Limited (held by SMR)

India 100% 100% March 31, 2017

SMR Automotive Yancheng Co. Limited (held by SMR)

China 100% 100% March 31, 2017

SMR Automotive Beijing Company Limited (held by SMR)

China 100% 100% March 31, 2017

SMR Automotive Mirror Technology Holding Hungary KFT (held by SMR)

Hungary 100% 100% March 31, 2017


Spain 100% 100% March 31, 2017


Mexico 100% 100% March 31, 2017

SMR Automotive Servicios Mexico S.A de C.V (held by SMR)

Mexico 100% 100% March 31, 2017

SMR Patents S.à.r.l. (held by SMR) Luxembourg 100% 100% March 31, 2017


Germany 100% 100% March 31, 2017




SMR Automotive System (Thailand) Limited (held by SMR)

Thailand 100% 100% March 31, 2017


Japan 100% 100% March 31, 2017


USA 100% 100% March 31, 2017









March 31, 2017

March 31, 2016


Mexico 100% 99% March 31, 2017


UAE 100% 100% March 31, 2017



England 100% 100% March 31, 2017




China 50% 50% March 31, 2017


China 50% 50% March 31, 2017


Russia 100% - March 31, 2017

Motherson Innovations Lights GmbH & Co KG (formerly Kobek Siebdruck GmbH & Co. KG – acquired on 02.01.2017 held by Samvardhana Motherson Peguform GmbH)




43. Interests in Joint Ventures The Group’s interests, as a venture, in jointly controlled entities as at March 31, 2017 are:


% voting power held as atMarch 31, 2017 March 31, 2016

Samvardhana Motherson Global Holding Limited (Consolidated)

Cyprus 49% 49%

Motherson Sumi Systems Limited (Consolidated) India 34.81% 36.93%

Anest Iwata Motherson Coating Equipment Private Limited

India 49% 49%

Anest Iwata Motherson Private Limited India 49% 49%

AES (India) Engineering Limited India 26% 26%

Spheros Motherson Thermal System Limited India 49% 49%

Matsui Technologies India Limited India 50% 50%


India 50% 50%

Nissin Advanced Coating Indo Co. Private Limited India 49% 49%

Magneti Marelli Motherson India Holding B.V. Netherlands 50% 50%

Magneti Marelli Motherson Auto System Private Ltd (% held by Magneti Marelli Motherson India Holding B.V.)

India 100% 100%





% voting power held as atMarch 31, 2017 March 31, 2016

CTM India Limited India 41% 41%

Nachi Motherson Precision Private Limited India 49% 49%

Motherson Bergstrom HVAC Solution Private Limited

India 50% 50%

Magneti Marelli Motherson Shock Absorbers India Private Ltd.

India 50% 50%

Samvardhana Motherson Polymers Limited (Consolidated)

India 49% 49%

Following amounts represent the Group’s share of the contingent liabilities and capital commitment of the joint ventures:

Particulars March 31, 2017 March 31, 2016Contingent Liabilities - In respect of Excise, Sales tax & Service tax matters 850 387

- Bank Guarantees 330 105

Capital Commitment 2,242 3,837

44. Provisions a) Warranty

A provision is recognized for expected warranty claims on products sold during the last year, based on past experience of the level of repairs and returns. Due to the very nature of such costs, it is not possible to estimate the uncertainties relating to the outfl ows of economic benefi ts.

b) Onerous Contracts Onerous contracts represent management’s best estimate of the amount by which the expected benefi ts from

certain specifi c contracts are lower than the unavoidable cost of meeting its obligations under those contracts. The time frame within which such provisions will unwind varies by contract.

c) Litigations Provision for litigations/disputes represents claims against the Company not acknowledged as debts that are

expected to materialise in respect of matters in litigation.

Provision for litigation has been created in respect of following matters:

a. Labour claims - ` 64 million (Previous year : ` 51 million): Amount of the provision relates to claims against the Company in respect of overtime payment, salary parity payment, tenure / damages caused by labour related diseases and labour accidents.

b. Civil claims - ̀ Nil (Previous year: ̀ 6 million): Amount of the provision relates to claims against the Company from suppliers.

c. Tax and other claims - ` 94 million (Previous year : ` 79 million): Amount of the provision relates to claims against the Company in respect of sales tax , excise and entry tax demands including interest thereon, where applicable, being contested by the Company. It is not practicable for the Company to estimate the timings of cash outfl ows, if any, in respect of the above pending resolution of the respective proceedings.

d. Litigation Cost - ` 210 million (Previous year : ` 76 million): Amount of provision relates to costs to be incurred in respect of compensation claim, on Cross Industries (former shareholder of Peguform Group) for violation of obligations of the share purchase agreement, fi led with International Chamber of Commerce.




The group has the following provisions in the books of account:

Warranty Onerous Contracts LitigationsMarch 31,

2017March 31,

2016March 31,

2017March 31,

2016March 31,

2017March 31,

2016Opening Balance 1,238 900 10 9 212 209Addition acquired through acquisition*

(18) - (0) - (3) -

Additions during the year 325 663 - - 271 111

Utilised/Reversed during the year (369) (397) - - (97) (121)

Exchange translation adjustment

(62) 72 (1) 1 (15) 13

Closing balance 1,114 1,238 9 10 368 212Classifi ed as Non – Current (Refer Note 8)

112 99 - - 64 56

Classifi ed as Current (Refer Note 12)

1,002 1,139 9 10 304 156


45. Percentage of Group in Net Assets (total assets minus total liabilities and share in profi t or loss) Current Year 2016-2017

Name of the Company Net Assets Share in profi t or (loss)As a % of

Consolidated Net Assets

Amount As a % of Consolidated Profi t/ (loss)

Amount

Samvardhana Motherson International Limited 17 7,797 (15) (1,222)

Subsidiaries:Indian:SAKS Ancillaries Limited 0* 91 0* 4

Motherson Machinery and Automations Limited 0* 11 0* 1

Nachi Motherson Tool Technology Limited 0* 27 (0)* (5)

Tigers Connect Travel Systems & Solutions Limited

0* 56 0* 0*

Motherson Molds and Diecasting Limited 0* 141 0* 38

Motherson Advanced Tooling Solutions Limited (0)* (154) (0)* (40)

Motherson Auto Solutions Limited 6 2,784 (0) (51)

MothersonSumi Infotech & Designs Limited # 1 457 1 78

Motherson Consultancies Service Limited (0)* (40) 0* 17

Motherson Sintermetal Technology Limited# (5) (2,274) (9) (767)

Motherson Techno Tools Limited # 2 1,138 0* 39


0* 30 (1) (48)


(0)* (0) (0)* (10)

Samvardhana Motherson Refrigeration Product Limited

(0)* (167) (0)* (23)

Motherson Invenzen XLab Pvt. Limited (0)* (39) (1) (53)







Amount

Foreign:Samvardhana Motherson Finance Services Cyprus Limited

2 773 4 306

Samvardhana Motherson Holding (M) Pvt. Limited

(1) (598) (1) (61)

Associates (Investment as per Equity Method)Indian:Motherson Air Travel Agencies Ltd - - 0* 6

Joint Ventures (As per Proportionate Consolidation)Indian:AES (India) Engineering Limited 0* 13 0* 2

Anest Iwata Motherson Private Limited 0* 210 0* 21

Anest Iwata Motherson Coating Equipment Limited

0* 39 0* 9

CTM India Limited 0* 203 1 60


1 244 0* 14

Matsui Technologies India Limited 0* 38 0* 11

Magneti Marelli Motherson Auto System Private Limited

1 605 1 90

Motherson Sumi Systems Limited # 60 28,179 92 7,561

Nissin Advanced Coating Indo Co. Private Limited

0* 57 0* 9

Nachi Motherson Precision Private Limited 0* 72 0* 8

Samvardhana Motherson Polymers Limited# 13 5,993 20 1,634

Magneti Marelli Motherson Shock Absorbers India Private Limited

1 330 (1) (91)

Spheros Motherson Thermal System Limited 0* 76 0* 20

Motherson Bergstrom HVAC Solutions Private Limited

0* 10 (0)* (1)

Foreign:Magneti Marelli Motherson India Holding B.V. 0* 207 (0)* (2)

Samvardhana Motherson Global Holdings Limited #

39 18,591 64 5,274

Minority Interest in All Subsidiaries (37) (17,678) (55) (4,576)

Total 100 47,222 100 8,252Adjustment arising out of Consolidation 2,581 182As per Consolidated Financial Statements 44,641 8,070

# Net assets and Profi t / (Loss) are consolidated amount, including its step down subsidiaries, joint ventures and associates.





Previous Year 2015-2016




Amount

Samvardhana Motherson International Limited 28 9,019 (17) (1,034)

Subsidiaries:

Indian:

SAKS Ancillaries Limited 0* 87 0* 2

Motherson Machinery and Automations Limited 0* 10 0* 2

Nachi Motherson Tool Technology Limited 0* 33 0* 3

Tigers Connect Travel Systems & Solutions Limited 0* 55 0* 1

Motherson Molds and Diecasting Limited 0* 103 0* 21

Motherson Advanced Tooling Solutions Limited (0)* (114) (1) (67)

Motherson Auto Solutions Limited 3 1,025 (0)* (24)

MothersonSumi Infotech & Designs Limited # 1 385 1 41

Motherson Consultancies Service Limited (0)* (57) 0* 20

Motherson Sintermetal Technology Limited# (5) (1,580) (16) (980)

Motherson Techno Tools Limited # 3 1,103 2 102


0* 78 (0)* (12)


(0)* (1) (0)* (1)

Samvardhana Motherson Refrigeration Product Limited

(0)* (144) (1) (55)

Motherson Invenzen XLab Pvt. Limited (0)* (4) (1) (35)

Foreign:

Samvardhana Motherson Finance Services Cyprus Limited

2 488 (4) (282)

Samvardhana Motherson Holding (M) Pvt. Limited (2) (590) (1) (43)

Associates (Investment as per Equity Method)

Indian:

Motherson Air Travel Agencies Ltd 0* 115 0* 9

Joint Ventures (As per Proportionate Consolidation)

Indian:

AES (India) Engineering Limited 0* 11 0* 4

Anest Iwata Motherson Private Limited # 1 189 0* 13

Anest Iwata Motherson Coating Equipment Limited 0* 30 0* 11

CTM India Limited 1 143 1 58


1 231 0* 0*

Matsui Technologies India Limited 0* 26 0* 7

Magneti Marelli Motherson Auto System Private Limited

2 514 0* 27

Motherson Sumi Systems Limited # 48 15,634 108 6,485

Nissin Advanced Coating Indo Co. Private Limited 0* 29 (0)* (1)

Nachi Motherson Precision Private Limited 0* 65 0* 6

Samvardhana Motherson Polymers Limited# 12 4,018 21 1,238

Magneti Marelli Motherson Shock Absorbers India Private Limited

1 335 (1) (80)

Spheros Motherson Thermal System Limited 0* 62 0* 13







Amount

Motherson Bergstrom HVAC Solutions Private Limited 0* 11 (0)* (7)

Foreign:

Magneti Marelli Motherson India Holding B.V. 1 224 (0)* (2)

Samvardhana Motherson Global Holdings Limited # 42 13,552 72 4,334

Minority Interest in All Subsidiaries (39) (12,643) (63) (3,781)

Total 100 32,442 100 5,994 Adjustment arising out of Consolidation 3,307 548As per Consolidated Financial Statements 29,135 5,446

# Net assets and Profi t / (Loss) are consolidated amount, including its step down subsidiaries, joint ventures and associates.


46. (i) The Group is required to comply with the local transfer pricing regulations, which are contemporaneous in nature. The companies in the Group appoint independent consultants annually for conducting the transfer pricing study to determine whether the transactions with the associate enterprises are undertaken during the fi nancial year on an arm’s length basis. Adjustments, if any, arising from the transfer pricing study in the respective jurisdiction shall be accounted for as and when the study is completed for the current fi nancial year. The management is of the opinion that its international and domestic transactions are at arm’s length so that aforesaid legislation will not have any impact on the fi nancial statements.

(ii) Current tax expense includes reversal of provision for income tax for earlier years of ` 295 million (Previous year: ` 143 million) due to completion of tax assessments of the Company.

47. The Company has established a trust namely Samvardhana Employees Welfare Trust (‘the Trust’) for welfare of the employees of the Company and its affi liate companies and for the purposes of establishing, instituting, administrating, managing, implementing and all other matters incidental to the employee stock option plans and/or any other Share Issue Scheme, by whatever name called, introduced or offered by the Company from time to time.

The Company had introduced an employee share purchase scheme in 2006 - 07, towards which 6.0 million equity shares of ` 10/- each fully paid up were allotted to the Trust at par during the year 2006-07, 2.85 million shares of ` 10/- each fully paid up were allotted during the year 2009-10 at a premium of ` 11/- each, 5.2 million shares of ` 10/- each fully paid up were allotted during the year 2011-12 at a premium of ` 42.1 per share. The shares are allotted to the trust and in turn allotted by the Trust to the employees at the value determined by an independent valuer and hence there is no expense required to be recognized in the Statement of Profi t and Loss of the Company. The Trust has transferred 87,801 (Previous year: Nil) number of shares of ` 24 million (Previous year: Nil) to the employees of the Company during the year ended March 31, 2017.

48. i) The Company has privately placed Redeemable Non-Convertible Debentures amounting to ` 1,200 million (Previous year: ` 6000 million out of which ` 4,000 million of Redeemable Non-Convertible Debentures has been listed in Bombay Stock Exchange) to various lenders during the year and as per Rule 7 (b) (ii) of Chapter IV, Rule 18 (7) of the Companies (Share Capital and Debentures) Rules, 2014, if an NBFC, which is registered with the RBI, issues debentures on a private placement basis, the said NBFC is not required to create any Debenture Redemption Reserve in respect of the said debentures.

The Company is registered with the RBI under Section 45-IA of the RBI Act, 1934 as a Core-investment Company (“CIC”), a class of NBFCs, which are regulated by the RBI in terms of the Core Investment Companies (Reserve Bank) Directions 2015. In accordance of the aforesaid provisions, the Company is not required to and has therefore not created Debenture Redemption Reserve.

ii) The Company is required to pay premium aggregating to ` 1,814 million (Previous year: 2,735 million) at the time of redemption of these debentures, out of which the Company has charged off a premium of ` 972 million (Previous year: ` 893 million) on proportionate basis in the Statement of Profi t and Loss under the head “Other Borrowing Cost” in Note - 30 (Finance Cost) and disclosed as “Premium on Redemption of Debentures” under Note - 7 (Other Long-Term Liabilities) and Note- 11 (Other Current Liabilities).




49. The Company received a Letter dated March 13, 2012 from the Reserve Bank of India (“RBI”) to make overseas direct investments under automatic route subject to the condition that the existing overseas step down entities acting as SPV or Holding companies are either collapsed or converted into operating entities on or before March 31, 2014 which was further extended till March 31, 2016 by RBI’s letter dated January 20, 2016. During the year, the Company has informed to Reserve Bank of India that it has complied with all conditions as laid out by RBI and approval for Automatic Route should be granted to the Company.

50. During the year one of the joint ventures of the Company, Samvardhana Motherson Automotive Systems Group “SMRP BV” or “the Joint venture”) issued USD 400 million (` 25,622 million) 4.875% Senior Secured Notes due 2021 (the “Notes”) which will mature on December 16, 2021. The Notes are listed on the Irish Stock Exchange and trade on the Global Exchange Market of the Exchange.

The Notes carry a prepayment option and as per the terms of the indenture The Group may at any time on or after June 16, 2019, redeem all or part of the Notes by paying the redemption prices set forth in the indenture. Prior to June 16, 2019, The Group is entitled at its option, to redeem all or a portion of the Notes by paying 100% of the principal amount of such Notes, plus accrued and unpaid interest, if any, plus a “make-whole” premium. In addition, prior to June 16, 2019, The Group may redeem, at its option, up to 35% of the principal amount of the Notes at a redemption price equal to 104.875% of the principal amount of the Notes, plus accrued and unpaid interest, if any, up to the redemption date.

The Notes are structured as senior secured obligations and will rank pari passu in right of payment with all the existing and future senior obligations of SMRP BV, including the obligations under the 2025 Notes, the 2021 Notes and the Revolving Credit Facilities. The Notes are guaranteed on a senior secured basis by certain subsidiaries of SMRP BV and are secured by share pledge and security interests granted over certain property and assets of SMRP BV and certain of its subsidiaries.

The Company has charged off expense incurred in relation to issue of these Senior Secured Notes directly to the statement of profi t and loss under note 32 as Exceptional Items – Expenses in the year of issue.

51. During the year ended March 31, 2017, MSSL on September 12, 2016 and September 16, 2016, has made allotment of 17,762,460 equity shares and 62,884,827 equity shares of Re. 1 each to Sumitomo Wiring Systems Japan and Qualifi ed Institutional Buyers respectively at an issue price of ` 317 per equity share (including premium of ` 316 per equity share), which has resulted into decrease of Company’s stake in MSSL by 2.12%. Share issue expenses amounting to ̀ 101 million has been charged to Securities Premium Account as per the provisions of Companies Act 2013. The proceeds from the issue have been utilised for the business combination. (Refer note 52).

The Company has charged off expense incurred in relation to issue of these shares directly to the statement of profi t and loss under note 32 as Exceptional Items – Expenses in the year of issue.

52. Business Combination: a) Acquisition of PKC Group Plc (by MSSL)

During the year, MSSL entered into a combination agreement on January 19, 2017 with PKC Group Plc a Finish public Company engaged in designing, manufacturing and integrating electrical distribution systems, electronics and related components for the commercial vehicle industry to buy outstanding shares and outstanding equity instruments for Euro 23.55 in cash for each outstanding share and for each outstanding equity instrument at a consideration of Euro 23.55 minus the applicable subscription price in cash for each such outstanding equity instrument.

In order to effect the Combination, the Company through its wholly owned subsidiary MSSL Estonia WH OU issued a tender offer to purchase all the above mentioned shares and outstanding options.

The price offered for each share validly tendered in the tender offer was Euro 23.55. The price offered for each 2012B stock option validly tendered was Euro 6.9 and the price offered for each 2012C Stock Option was Euro 0.27.

At the closure of tender offer on March 27, 2017 the Company has become the controlling shareholder of PKC Group Plc owning 93.75% of PKC’s outstanding shares and stock options.

The total acquisition price, paid amounted to Euro 571 million (` 40,343 million) and the transaction has resulted in goodwill amounting to Euro 468 million (` 32,284 million) accordingly, Company’s share in the resultant goodwill amounting to Euro 163 million (` 11,238 million) has been disclosed under intangible assets (Refer note 13).







b) Acquisition of control in Celulosa Fabril S.A. (by SMRP BV Group) Celulosa Fabril S.A. (CEFA) is a leading Spanish company in the development and production of components

for the automobile industry based mainly on the technology of injection of plastic materials. It is the parent company of Módulos Ribera Alta, S.L (“MRA”).

In 1994 CEFA got into a strategic alliance with erstwhile Peguform Group (which was later on acquired by SMRP BV Group), whom under a joint venture agreement became shareholder by the ownership of 50% stake in the Group. CEFA focuses on Spanish market where it is amongst the three leading suppliers for instrument panels and door trims.

Following a change in composition of the board of directors of CEFA, the SMRP BV Group through its subsidiaries gained majority control over CEFA with effect from December 20, 2016.

CEFA was treated as a joint venture in the consolidated fi nancial statements of the SMRP BV Group prior to December 20, 2016 and accounted for using proportionate consolidation method of accounting prescribed by AS 27. As a result of above event, the SMRP BV Group through its subsidiaries is regarded parent of CEFA within the framework of AS 21 and accordingly CEFA along with its subsidiary Modulos Ribera Alta S.L.U. is treated as a subsidiary of the SMRP BV Group with effect from December 20, 2016. The acquisition of additional control did not involve payment of any further purchase consideration.

c) Acquisition of Kobek Siebdruck GmbH & Co. KG On January 02, 2017 the SMRP BV Group through its subsidiaries acquired 100% of the issued share capital

of Kobek Siebdruck GmbH & Co. KG (hereinafter ‘Kobek’). Kobek is a specialist in lightning solutions and has been a supplier to the Group’s subsidiaries/ joint ventures. The acquisition adds new technology to the Group and will help expand Group’s ability to cater to customers demand and develop unique solutions. Kobek has been subsequently renamed as “Motherson Innovations Lights GmbH & Co. KG” as of March 31, 2017.

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

SBN(amount in `)

ODN (amount in `)

Total(amount in `)

Balance as at 08 November 2016 16,479,514 4,280,122 20,759,636(+) Permitted Receipts 7,500 6,079,251 6,086,751(+) Non Permitted Receipts** 46,550 - 46,550(-) Permitted Payments 49,090 5,251,882 5,300,972(-) Non Permitted Payments - - -(-) Amount Deposited in Banks 15,952,405 8,080 15,960,485Closing balance as at 30 December 2016 532,069 5,099,411 5,631,480

** Non-permitted receipts as shown above represent SMIL’s share in amounts returned by employees of one of the joint venture of the Company which were given to them as imprest for the purpose of incurring business expenses.

54. The Company has entered into an agreement on March 30, 2017, with Nachi-Fujikoshi Corp., Japan (co-venture partner) for sale of it’s interest in the entities namely Nachi Motherson Precision Private Limited (Joint Venture - 49% stake) and Nachi Motherson Tool Technology Limited (Subsidiary - 74%) for consideration of Rs. 107.68 Mn and Rs. 77.32 Mn respectively. Subsequent to the year end, the transaction has been completed.

55. Previous year fi gures have been reclassifi ed to conform to this year’s classifi cation.



Unit 705, C Wing, ONE BKC, Bandra Kurla Complex, Bandra East Mumbai - 400051, Maharashtra, India, Website : www.smil.co.in

strengthening foundation for growth - smil · strengthening foundation for growth annual report...

Documents