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Annual report 2013 - 2014

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 managements 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

statements 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.

Contents:

Corporate InformationChairmans LetterSMG Business PortfolioVision, Mission & ValuesSMIL IntroductionSMIL StructureProduct PortfolioGlobal LocationsMajor Group Holding Companies MSSL SMRPBVJoint VenturesAcquisitionsGrowing with Customer TrustAwardsDirectors ReportBalance SheetStatement of Profit and LossCash Flow StatementNotes to the Financial StatementsConsolidated

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Corporate InformationRegistered Office

2nd Floor, F-7, Block B-1,Mohan Cooperative Industrial Estate,Mathura Road, New Delhi 110 044, IndiaTelephone: +91 11 4055 5940Facsimile: +91 11 4055 5940Website: www.smil.in

Investor Cell

Ms. Pooja Mehra(Company Secretary)E-mail: poojamehra@smil.motherson.com

Registrar and Share Transfer Agent

Link Intime India Private LimitedA-40, 2nd floor, Naraina Industrial Area Phase-II, Near Batra Banquet Hall, New Delhi - 110028

Statutory Auditors

Price Waterhouse Chartered Accountants LLPBuilding 8, Tower B7th & 8th floorDLF Cyber City Gurgaon 122 022 Haryana, IndiaFirm Registration no.: FRN 012754N/N500016

Internal Auditors

M/s Protiviti15th 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 SehgalChairmanMr. Laksh Vaaman SehgalDirector

Mr. Hiroshi Morimoto Director

Mr. Yoshiki Kishimoto Director

Mr. Ramesh DharDirector

Mr. Bimal DharDirector

Mr. Ashok TandonDirector, Chief Financial Officer & Manager

Mr. Vivek AvasthiDirector

Ms. Geeta SoniDirector

Ms. Nilu MehraDirector

Ms. Madhu BhaskarDirector

Mr. Dhruv MehraDirector

Mr. Masahiro Matsushita Alternate Director

1Samvardhana Motherson International limited

Annual Report 2013 20142 3Samvardhana Motherson International limited

Technology and will be supplying variety of resin material compounds to the auto-motive customers. This joint venture is a further extension of the vertical integration of our polymer business.

Under the modules vertical, SMIL has also acquired 50% stake to form a joint venture company with Magneti Marelli called Mag-neti Marelli Motherson Shock Absorbers India Pvt Ltd. to manufacture strut & strut assembly, shock absorber, gas spring and steering dampers. The manufacturing facility is located in Pune, India.

Spheros Motherson Thermal System Limited that manufactures HVAC systems for buses shifted its manufacturing facility to a new building for additional capacity. Calsonic Kansei Motherson that manufac-tures HVAC systems for passenger cars is adding a new manufacturing facility in Bawal. New machinery has been acquired for its Chennai facility also. This vertical has added a number of new customers to its list in the past year.

The Metal Working division too is doing well with Motherson Techno Tools Limited (MTTL) posting an increase of 6.09% in revenue. Motherson Advanced Tooling Solutions Ltd. (MATS) consolidated it manufacturing facilities and opened up a new facility in Noida. We are also opening another facility of Motherson Sintermetal Technology Ltd. (MSTL) in Puducherry in In-dia. Depending on customer requirements we are focused on increasing our product range in this vertical.

MothersonSumi INfotech & Designs Ltd., (MIND), the IT, Engineering & Design vertical of SMIL is the backbone of the Groups support activities. MIND posted a revenue increase of 28.16%. The company has its 6 subsidiaries in USA, Germany, Singapore, Japan and India and provides IT and design solutions for the entire Group.

Post the March 31st closing date, we have undertaken a number of initiatives in our SMR and SMP verticals. We have suc-cessfully purchased the 16.28% minority shareholding held by Cross Industries in

I am pleased to inform you that we closed yet another successful year for your com-pany with SMIL registering a turnover of Rs. 23,668 crores in the fiscal year 201314. Despite the challenging global environ-ment, marked by slower GDP growth in de-veloped as well as developing economies, the Euro Zone crisis, currency volatility and inflationary trends Samvardhana Motherson International Limited (SMIL) has performed well across all its business verticals. The

SMP and 4.82% of the minority sharehol-ding in SMR held by number of investors. These changes have helped us consolidate SMR and SMP under a new holding entity Samvardhana Motherson Automotive Systems Group B.V., Netherlands (SMRP-BV) which is a JV between Samvardhana Motherson International Limited (SMIL) and Motherson Sumi Systems Limited (MSSL).

SMRPBV will aid realization of the strong synergies in terms of product, processes, technologies, design capabilities, custo-mers and geographies served between SMR and SMP.

SMRPBV has an existing order book of Euro 7.7 billion beyond its existing business. In order to finance the execution of these or-ders, we have refinanced the existing capi-tal structure of SMRPBV through long term financing in form of 4.125% seven year Euro 500 million senior secured notes, which is further supplemented by committed revol-ving credit facilities. SMIL or MSSL has not provided any guarantee for this purpose. SMRPBV will now be able to independently take care of its growth. I would like to thank all the investors who have reposed their trust in us yet again.

We have a wide range of capabilities, enabling us to provide end-to-end solutions to our customers. We have established a strong presence across various product lines of the automotive components industry, such as rear view vision systems, wiring harnesses, polymer processing, tool manufacturing, metal cutting tools and in-tegrated module systems. We believe that today we are an integral part of many of our customers manufacturing supply chains, offering not only product manufacturing but also innovations and solutions that help our customers meet their needs. Our suite of capabilities enables us to expand the range of products and services that we provide to our existing customers as well as pursue opportunities in other potentially high growth sectors.

We follow the three pronged strategy to growth organic growth of existing busi-

global automotive industry showed signs of improvement with nearly 5% growth during the year. USA, Germany and Asia (other than India) did particularly well.

With our spread in 25 countries we have grown well in all markets by increasing our content per car and supplying to new models. Consolidated sales were up by 22% in FY 2013-14. Growth in EBITDA has been up by 68% and PBT and PAT has increased by 218% and 1886% respectively. Our focus is now on improving the consolidated ROCE (Return on Capital Employed)

ness, entering into new JVs for expanding the product range to increase content per car and acquisitions

We are positioned well to serve all our customers globally for their present and future requirements in both developed as well as emerging markets. Our main focus will be on further strengthening our international position across product divi-sions, increasing support to our customers by leveraging more synergies across our various product verticals and strengthening our vertical integration.

We are proud to be part of the success of our stakeholders and are focused on crea-ting long term sustainable value for all. Our greatest asset is the trust our customers, collaborators, employees and our sharehol-ders have placed in us over the years. Their trust has been the foundation behind the success of the Group.

I thank all stakeholders once again for their support extended to us through all these years. It is because of your support that the company has continued to grow from strength to strength over the years.

V.C. SehgalChairmanSamvardhana Motherson International Limited

SMIL binds and manages the different ven-tures of the Group. It provides the strategy in gearing up the Group for future growth, focusing on every vertical.

The wiring harness vertical of SMIL which is operated through its flagship company Mo-therson Sumi Systems Limited (MSSL) saw sustained growth, receiving orders from all our existing customers and getting orders for new models to be launched in all the segments its serves. New plants in Mexico and Thailand have already commenced supplies.

Through Motherson Sumi S