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Motherson Sumi Systems Ltd.

BSE: 517334 Sector: Auto
NSE: MOTHERSUMI ISIN Code: INE775A01035
BSE 00:00 | 22 May 334.95 11.30
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NSE 00:00 | 22 May 334.50 10.75
(3.32%)
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OPEN 323.65
PREVIOUS CLOSE 323.65
VOLUME 106646
52-Week high 395.00
52-Week low 268.00
P/E 77.53
Mkt Cap.(Rs cr) 70,517
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 323.65
CLOSE 323.65
VOLUME 106646
52-Week high 395.00
52-Week low 268.00
P/E 77.53
Mkt Cap.(Rs cr) 70,517
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Motherson Sumi Systems Ltd. (MOTHERSUMI) - Director Report

Company director report

To the members

Your Directors have the pleasure in presenting the 30th Annual Report togetherwith the audited financial statements of the Company for the financial year ended March31 2017. The consolidated performance of the Company and its subsidiaries has beenreferred to wherever required.

The Company has adopted the Indian Accounting Standards ("Ind AS") notifiedunder the Companies (Indian Accounting Standards) Rule 2015 with Effect from April 12016 pursuant to the notification dated February 16 2015 issued by the Ministry ofCorporate Aairs. Financial Statements for the year ended and as on March 31 2016 havebeen restated to conform to Ind AS. Note 47 to the consolidated financial statementprovides further explanation on the transaction to Ind AS.

FINANCIAL RESULTS

The summarized financial results for the year ended March 31 2017 and for the previousyear ended March 31 2016 are as follows:

Rs. in Million

Particulars

Standalone

Consolidated

March 31 2017 March 31 2016 March 31 2017 March 31 2016
Gross Revenue from operations 70632 58819 432749 378627
Net Revenue from operations 63478 52930 424934 372163
Other Income 1069 1708 1463 392
Profit before depreciation interest and tax 13829 12014 44310 35874
Less: Depreciation and amortisation expense 1977 2008 10591 10872
Less: Finance Costs 124 474 3749 3450
Less: Exceptional Expenses - - 974 -
Add: Share of profit / (loss) in associates - - 1831 1377
Profit Before Tax 11728 9532 30827 22929
Less: Provision for Tax 3455 2346 9103 5192
Less: Minority Interest - - 6181 4814
Profit after tax 8273 7186 15543 12923
Add: Balance brought forward 15238 15049 32661 26608
Profit available for appropriation 23511 22235 48204 39531

OPERATIONS AND PERFORMANCE

On consolidated basis for the year 2016 17 your company achieved total revenue of Rs.424934 million resulting in a growth of about 14% over its revenue of Rs. 372163 millionof the previous financial year ended March 31 2016. Net profit for the year at Rs. 15543million was higher by 20% over the previous year’s net profit of Rs. 12923 million.

On standalone basis for the year 2016 17 your company achieved total revenue of Rs.63478 million resulting in a growth of about 20% over its total revenue of Rs. 52930million of the previous financial year ended March 31 2016. The profit after tax for theyear ended March 2017 at Rs. 8273 million was higher by 15% from the previous financialyear ended March 31 2016 at Rs. 7186 million. The operational performance of the Companyhas been comprehensively covered in the Management Discussion and Analysis which formspart of this Directors’ Report.

RAISING OF FUND AND ISSUANCE OF SHARE

The Company had raised funds by way of capital last time in 2005 06 by issue of ForeignCurrency Convertible Bonds (FCCBs) of Euro 50.30 Million which got fully converted intoequity shares. After the interval of more than ten years your company decided to raiseequity funds during the financial year 2016 17. Accordingly your Company on September 122016 and September 16 2016 has made allotment of 17762460 equity shares and 62884827equity shares of Rs. 1/- each to Sumitomo Wiring Systems Limited Japan on preferentialbasis and Qualified Institutional Buyers respectively at an issue price of Rs. 317/- perequity share (including premium of Rs. 316/- per equity share). The total funds raisedamounted to Rs. 25565 Million consequent upon issuance of equity shares to SumitomoWiring Systems Limited on Preferential basis and through Qualified InstitutionalPlacement. Share issue expenses amounting to Rs. 288 million have been charged toSecurities Premium Account as per the provisions of Companies Act 2013. After theallotment of Shares the paid-up capital of the Company has been increased to Rs.1403526327/- divided into 1403526327 equity shares of Rs. 1/- each.

The proceeds from the issuance of shares have been utilized for investment overseas foracquisition of PKC Group plc. during March 2017.

BONUS SHARES

Subsequent to the year your Company has issued 701763164 equity shares of face valueof Rs. 1/- each on account of the issue of Bonus Shares on July 8 2017 in the ratio ofone share against two shares held.This is eighth time the Company has rewarded itsshareholders through a Bonus Issue.

After the allotment of Bonus Shares the paid-up capital of the Company increased toRs. 2105289491/- divided into 2105289491 equity shares of Rs. 1/- each.

DIVIDEND

The Directors are pleased to recommend for approval of the members a payment ofdividend of Rs. 2/- per share on the expanded share capital (including the present bonusshares) of the Company for the financial year ended March 31 2017 to the equityshareholders. The dividend if approved by the members would involve total cash outflow onaccount of dividend including dividend tax of Rs. 5068 Million resulting in a payout of61% of the standalone profits of the Company and 33% of the consolidated profits of theCompany.

CREDIT RATING

The Board is pleased to inform that during the current year Moody’s InvestorsService ("Moody’s") has assigned Baa3 foreign currency and local currencyissuer ratings to the Company.

The Company continues to enjoy "A1+" rating by ICRA for its commercial paper/ short-term debt program of Rs. 1500 million.

CRISIL has assigned its Corporate Credit Rating of CRISIL AA/Stable for long term loansand short term rating of ‘CRISIL A1+’ for its commercial paper program of Rs.1500 million.

During the year ICRA continues long terms rating to [ICRA]AA and short term rating to[ICRA]A1+ for 10485 million line of Credit (LOC).

The strong credit ratings by leading agencies reflect the Company’s establishedmarket position in the automotive components industry its well-diversified customer baseacross geographies and product segments and its healthy relationships with leading globaloriginal equipment manufacturers (OEMs).

Further Standard & Poors Global Ratings ("S&P") has revised itsoutlook on Samvardhana Motherson Automotive Systems Group B.V. Netherlands (SMRP BV) asubsidiary of the Company to positive from stable on improved financial metrics whileaœirming ‘BB+’ long-term corporate credit rating on SMRP BV and FitchRatings ("Fitch") has rated outstanding secured bonds of SMRP BV at BBB- SMRPBV. Furthermore Fitch has also assigned a first time corporate rating of BB+ with aPositive outlook to SMRP BV.

FIXED DEPOSITS

The Company has neither invited nor accepted any deposits from the public during theyear. There is no unclaimed or unpaid deposit lying with the Company.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Companies Act 2013 and Ind AS 110 – Consolidated FinancialStatements read with Ind AS 28 – Investments in Associates and Ind AS 31 –Interests in Joint Ventures the audited consolidated financial statement is provided inthe Annual Report.

The performance of the Company on consolidated basis is discussed at length in theManagement Discussion and Analysis.

STRATEGIC ACQUISITION

During the year 2016 17 the Company has made the following acquisition :

Acquisition of shares and options of PKC Group Plc Finland :

During the year the company entered into Combination Agreement with PKC Group Plc.("PKC") on 19th January 2017 to make a voluntary recommended public tenderoffer to acquire all the issued and outstanding shares and option rights in PKC. PKC is aglobal tier 1 supplier of wiring harness and associated components to Original EquipmentManufacturers (OEMs) in the Heavy & Medium Duty Commercial Vehicles and Locomotivesegments across North America Europe Brazil and China. PKC is a listed company and itsshares are listed on the Nasdaq Helsinki stock exchange.

As on March 31 2017 the Company has acquired 93.75% shares through its 100%subsidiary MSSL Estonia WH OU incorporated at Estonia. Subsequent to the year theCompany has acquired upto 98.34% shares. The Company has also proposed to delist theshares of PKC from the Nasdaq Helsinki stock exchange and is currently running squeeze outprocess for acquisition of balance shareholding from the remaining shareholder inaccordance with Finnish regulations.

Acquisition of assets of brahm s Trsa Kft. Hungary :

The Company through its 100% subsidiary MSSL Manufacturing Hungary Kft. acquired theland building and machinery of brahm s Trsa Kft. Hungary in order to increaseits European presence and provide base for expansion of manufacturing of small to mediumsized polymer parts mainly to vertically support the operations of the new upcomingGreenfield facility of Samvardhana Motherson Peguform (SMP) within the region.

Acquisition of Kobek Siebdruck GmbH & Co. KG Germany:

The Company through its subsidiary Samvardhana Motherson Peguform GmbH acquired 100%of the issued share capital of Kobek Siebdruck GmbH & Co. KG (Kobek). Kobek is aspecialist in silk-screen printing and forming to three-dimensional items with expertisein the lighting and automotive industries and solution provider from CAD data processingto turnkey printed products.

SUBSDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review details of the companies which have either become or haveceased to be the Company’s subsidiaries joint ventures or associate companies are asfollowing :

1. Companies which have been subsidiaries (direct and indirect) during the financialyear 2016 17 : (i) Subsidiary through incorporation :-

- MSSL Manufacturing Hungary Kft. (for acquisition the assets of brahm s TrsaKft)

- MSSL Estonia WH O (for acquisition the shares and options of PKC Group Plc.)

- SMR Automotive Industries RUS Limited Liability Company (to cater the requirements ofSMR customers in Russia ) (ii) Subsidiary through acquisition :-

- Motherson Innovations Lights GmbH & Co KG (formerly Kobek Siebdruck GmbH &Co. KG)

- Motherson Innovations Lights Verwaltungs GmbH (formerly Kobek Verwaltungs GmbH

- PKC Group Plc.

With the acquisition of PKC Group Plc. and it becoming subsidiary of the company thefollowing subsidiaries of PKC Group Plc. have also become the subsidiary(ies) of theCompany namely PKC Wiring Systems Oy PKC Netherlands Holding B.V. PKC Group Poland Sp.z o.o. PKC Wiring Systems Llc PKC Group APAC Limited PKC Group Canada Inc. PKC GroupUSA Inc. PKC Group Mexico S.A. de C.V. Project del Holding S.a.r.l. PK Cables do BrasilLtda PKC Eesti AS TKV-sarjat Oy PKC SEGU Systemelektrik GmbH PK Cables Nederland B.V.Groclin Luxembourg S. r.l. PKC Vehicle Technology (Suzhou) Co. Ltd. AEES Inc. PKCGroup Lithuania UAB PKC Group Poland Holding Sp. z o.o. OOO AEK Kabel-Technik-PolskaSp. z o.o. AEES

Power Systems Limited partnership T.I.C.S. Corporation Fortitude Industries Inc.AEES Manufactuera S. De R.L de C.V. Cableodos del Norte II S. de R.L de C.V. Manufacturas de Componentes Electricos de Mexico S. de R.L de C.V. Arneses y Accesoriosde Mxico S. de R.L de C.V. Asesoria Mexicana Empresarial S. de R.L de C.V. Arnesesde Ciudad Juarez S. de R.L de C.V. PKC Group de Piedras Negras S. de R.L. de C.V. PKCGroup AEES Commercial S. de R.L de C.V. Jiangsu Huakai-PKC Wire Harness Co. Ltd. and PKCVechicle Technology (Hefei) Co Ltd. (iii) Other :-

- Celulosa Fabril (Cefa) S.A. (earlier joint venture company)

- Modulos Ribera Alta S.L. (earlier joint venture company)

- Samvardhana Motherson Nippisun Technology Ltd. (name changed to Motherson PolymersCompounding Solutions Limited) (earlier joint venture company)

2. The company has exited from its joint venture with Nippon Pigment(s) Pte. Ltd. andToyota Tsusho Corporation during the financial year 2016 17 and as a consequenceSamvardhana Motherson Nippisun Technology Ltd. has ceased to be joint venture and hasbecame the subsidiary of the Company. The name of the company has been changed toMotherson Polymers Compounding Solutions Limited.

3. Companies which ceased to be subsidiaries during the financial year 2016 17 :

- Samvardhana Motherson Plastic Solutions GmbH & Co. KG (dissolved on December 302016). In accordance with section 129(3) of the Companies Act 2013 we have preparedconsolidated financial statements of the Company including its subsidiaries associate andjoint venture companies which form part of the Annual Report. Further a statementcontaining salient features of the financial statement of the Company’s subsidiariesassociate and joint venture companies is annexed in Form AOC 1 which form a part of theAnnual Report. Details of subsidiaries of the Company and their performance are covered inManagement Discussion and Analysis Report forming part of the Annual Report.

EXPORTS FROM INDIA

The Company’s exports during the year were Rs. 8342 million as against Rs. 7966million in the previous financial year. The Company continues to make its eorts towardsachieving higher growth by providing cost competitive quality solutions to its customers.In addition the Company has facilities globally to provide service to the customers aswell as enhance customer relationships.

POST BALANCE SHEET EVENT

Samvardhana Motherson Automotive Systems Group B.V. (SMRP BV) a subsidiary of theCompany at Netherlands issued 1.8% Senior Secured Bonds of Euro 300 million due in 2024.The proceeds of these bonds issuance together with cash have been utilized to prepay4.125% Senior Secured Bonds due in 2021 which would reduce the financial cost of thecompany substantially.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As per provisions of the Companies Act 2013 Mr. Pankaj Mital Director of the Companywho will retire by rotation in the ensuing Annual General Meeting being eligible seekre-appointment. The Board of Directors recommends his re-appointment.

Brief resume of Mr. Pankaj Mital nature of his expertise in functional areas and thename of the public companies in which he holds the Directorship and theChairmanship/Membership of the Committees of the Board as stipulated under SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations") are given as Annexure to the Notice convening the Annual GeneralMeeting.

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed both undersub-section (6) of Section 149 of the Companies Act 2013 and under SEBI ListingRegulations. During the year Independent Directors of the Company had no pecuniaryrelationship or transactions with the Company other than sitting fees commission andreimbursement of expenses incurred by them for the purpose of attending meetings of theCommittee. Pursuant to the provision of Section 203 of the Companies Act 2013 Mr. PankajMital as whole-time Director and Mr. G.N. Gauba as Chief Financial Officer & Company

Secretary are Key Managerial Personnel of the Company. There has been no change in theKey Managerial Personnel during the year.

BOARD EVALUATION

The Board has carried out an annual evaluation of its own performance board committeesand individual directors pursuant to the provisions of the Act and the corporategovernance requirements as prescribed by Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations").

The performance of the board was evaluated by the board after seeking inputs from allthe directors on the basis of the criteria such as the board composition and structureEffectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeesEffectiveness of committee meetings etc. The Board and the Nomination and RemunerationCommittee reviewed the performance of the individual directors on the basis of thecriteria such as the contribution of the individual director to the Board and Committeemeetings like preparedness on the issues to be discussed meaningful and constructivecontribution and inputs in meetings etc. In addition the chairman was also evaluated onthe key aspects of his role.

In a separate meeting of independent directors performance of non-independentdirectors performance of the board as a whole and performance of the Chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent directors at which the performance of the board its committees andindividual directors was also discussed. Performance evaluation of independent directorswas done by the entire board excluding the independent director being evaluated.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The policy of the Company on directors’ appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters provided under sub-section (3) of section 178 of the Companies Act2013 adopted by the Board are covered in corporate Governance Report which forms part ofthis Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act 2013 and subject to disclosures inthe Annual Accounts Your Directors state as under :a) That in the preparation of theannual accounts for the financial year ended March 31 2017 the applicable AccountingStandards have been followed and there are no material departures. b) That the Directorshave selected appropriate Accounting Policies and applied them consistently and madejudgment and estimates that are reasonable and prudent so as to give a true and fair viewof the state of aairs of the Company at the end of the financial year March 31 2017 andof the profit of the Company for that period. c) That the Directors have taken proper andsuœicient care for the maintenance of adequate accounting records in accordance withthe provisions of the Companies Act 2013 for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities. d) That the Directors haveprepared the annual accounts on a going concern basis. e) That the Directors have laiddown internal financial controls to be followed by the Company and that such internalfinancial controls are adequate and are operating Effectively. f) That the Directors havedevised proper system to ensured compliance with the provisions of all applicable laws andthat such systems are adequate and operating Effectively.

AUDITORS AND AUDITORS’ REPORT

Statutory Auditors

As per Section 139 of the Companies Act 2013 read with the Companies (Audit andAuditors) Rules 2014 the terms of M/s. Price Waterhouse Chartered Accountants LLP (PwC)as statutory auditors of the Company will expire at the conclusion of 30th Annual GeneralMeeting. The report given by M/s. Price Waterhouse Chartered Accountants LLP statutoryauditors on the financial statement of the Company for the year 2016 17 is part of theAnnual Report. The observations of the Auditors and the relevant notes on the accounts areself-explanatory and therefore do not call for any further comments. The Auditors’Report does not contain any qualification reservation or adverse remark.

Further during the year in the course of the performance of their duties as auditorno frauds were reported by them which they have reason to believe that an offenceinvolving fraud has been committed against the Company by Officers or employees of theCompany.

In accordance with the Companies Act 2013 M/s. Price Waterhouse Chartered AccountantsLLP are not eligible for re-appointment. PwC have been the company’s auditors since2001 and over the years have successfully supported the company during the phase ofgrowth expansion and acquisitions. The Board and Audit committee appreciated the work andcommitment of PwC in supporting the company to meet its commitments for financialdisclosures as well as strengthening of internal controls and unification of accountingpolicies 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 ofPwC for a term of five consecutive years from the conclusion of 30th Annual GeneralMeeting of the Company scheduled to be held in the year 2017 till the conclusion of 35thAnnual General Meeting of the Company scheduled to be held in the year 2022 for theapproval of the shareholders of the Company based on the recommendation of the AuditCommittee.

The Company has received letters from M/s. S.R. Batliboi & Co. LLP CharteredAccountants to the Effect that their re-appointment if made would be within theprescribed limits under Section 141(3)(g) of the Companies Act 2013 and that they are notdisqualified for re-appointment.

Cost Auditor

The Board of Directors has appointed M/s. M.R. Vyas and Associates Cost and ManagementAccountants as Cost Auditor for conducting the audit of cost records of the Company forthe financial year 2016 17.

Secretarial Auditor

The Board of Directors has appointed M/s. SGS Associates Company Secretaries inpractice to conduct Secretarial Audit for the financial year 2016 17. The SecretarialAudit Report for the financial year ended March 31 2017 is annexed herewith which form apart of this Report.

The Secretarial Audit Report does not contain any qualification reservation or adverseremark.

AUDIT COMMITTEE

The Audit Committee comprises Mr. S.C. Tripathi IAS (Retd.) (Chairman) Mr. ArjunPuri Mr. Gautam Mukherjee Ms. Geeta Mathur as Independent Directors and Mr. ToshimiShirakawa Mr. Laksh Vaaman Sehgal as other Members.

AWARDS & RECOGNITIONS

During the year the Company received various awards and recognitions which have beendescribed in ‘awards and recognition’ section forming part of annual report.

NUMBER OF MEETINGS OF THE BOARD

The Board of Directors met thirteen times during the financial year 2016 17 thedetails of which are given in the Corporate Governance Report that forms part of thisAnnual Report. The intervening gap between any two meetings was within the periodprescribed by the Companies Act 2013 and SEBI Listing Regulations.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENT

Particulars of loans guarantees and investments have made in the financial statement.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered by the Company during financial yearwith related parties were on arm’s length basis and were in the ordinary course ofbusiness. During the year the Company had not entered into any contract / arrangement/transaction with related parties which could be considered material for whichshareholders’ approval is required in accordance with the policy of the Company onmateriality of related party transactions. Thus provisions of Section 188(1) of theCompanies Act 2013 are not applicable to the Company. As per Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 allRelated Party Transactions are placed before the Audit Committee for approval. Prioromnibus approval of the Audit Committee has been obtained for the transactions which areforeseen and repetitive in nature. The transactions entered into pursuant to the omnibusapproval are presented to the Audit Committee by way of a statement giving details of allrelated party transactions.

The Company has developed a Related Party Transactions Manual Standard OperatingProcedures for purpose of identification and monitoring of such transactions. The policyon Related Party Transactions as approved by the Board is uploaded on the Company’swebsite.

Your Directors draw attention of the members to Note 38 to the financial statementwhich sets out related party disclosures.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information under section 134(3)(m) of the Companies Act 2013 read with Rule 8(3) ofCompanies (Accounts) Rules 2014 is given in Annexure-A to this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosure pertaining to remuneration and other details as required under Section 197of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided in this Report as Annexure–B.

The Statement containing particulars of employees as required under section 197(12) ofthe Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rule 2014 is provided in a separate annexure forming part of thisreport. Further in terms of Section 136 of the Act the Report and accounts are being sentto the members excluding the aforesaid annexure. The said annexure is available forinspection at the registered Office of the Company during the working hours and any memberinterested in obtaining a copy of the same may write to the Company Secretary and the samewill be furnished on request.

CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure compliance with the provisions ofCorporate Governance as prescribed under SEBI (Listing of Obligations and DisclosureRequirements) Regulation 2015 with the Stock Exchanges.

A separate section on Corporate Governance forming a part of the Director’sReport and the certificate from the Company’s auditors confirming compliance ofconditions on Corporate Governance as stipulated in SEBI Listing Regulations is includedin the Annual Report.

BUSINESS RESPONSIBILITY REPORT

The Listing Regulations mandate the inclusion of the Business Responsibility Report aspart of the Annual Report for top 100 listed companies based on the market capitalization.In compliance with the Listing Regulations we have integrated Business ResponsibilityReport disclosures into our Annual Report.

LISTING OF EQUITY SHARES

Equity shares of your Company are listed presently at National Stock Exchange of IndiaLimited (NSE) and BSE Limited (BSE). The listing fees for the year 2017 18 have been paidto the said Stock Exchanges. The Securities and Exchange Board of India (SEBI) vide itsorder dated 19 November 2014 has withdrawn the recognition granted to Delhi StockExchange Limited (DSE). Therefore the shares of your Company are deemed to be delistedfrom DSE. The Company’s shares however continue to remain listed on NSE and BSE.

INTERNAL CONTROL

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. To maintain its objectivity and independence the InternalAudit function reports to the Chairman of the Audit Committee.

Details about Internal controls and their adequacy are set out in the ManagementDiscussion & Analysis Report which forms part of this report.

RISK MANAGEMENT

The board of directors of the Company has formed a risk management committee to frameimplement and monitor the risk management plan for the Company. The Committee isresponsible for reviewing the risk management plan and ensuring its Effectiveness. Themajor risks identified by the businesses and functions are systematically addressedthrough mitigating actions on a continual basis.

The development and implementation of risk management policy has been covered in theManagement Discussion and Analysis which forms part of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which impactthe going concern status of the Company and its future operations.

CORPORATE SOCIAL RESPONSIBILITY CSR

In accordance with the requirements of Section 135 of the Companies Act 2013 yourCompany has a Corporate Social Responsibility (CSR) Committee. The CSR Committee comprisesMr. V.C. Sehgal (Chairman) Mr. Arjun Puri Independent Director and Mr. Laksh VaamanSehgal non-executive Director. The terms of reference of the Corporate SocialResponsibility (CSR) Committee is provided in the Corporate Governance Report. YourCompany has also formulated a Corporate Social Responsibility Policy (CSR Policy) which isavailable on the website of the Company at http://www.motherson.com/corporate-social-responsibility.html. Annual report on CSR activities as requiredunder the Companies (Corporate Social Responsibility Policy) Rules 2014 has been appendedas Annexure –"C" and forms integral part of this Report.

Further the Company would focus CSR activities in the following area :

- Skill Development

- Kitchen to Garden Program for Aerobins

- Waste management & sanitation

- Health and wellness

The Company is also proposing for CSR activities through Swarnlata Motherson Trustwhich has been established by the Group promoter and associate companies for CSRactivities at group level.

VIGIL MECHANISM WHISTLE BLOWER POLICY

The Company has established a vigil mechanism (which incorporates a whistle blowerpolicy in terms of listing agreement) for Directors and employees to report their genuineconcerns. The objective of the Policy is to create a window for any person who observes anunethical behavior actual or suspected fraud or violation of the Company’s code ofconduct or ethics policy (hereinafter "Unethical and Improper Practices")either organizationally or individually to be able to raise it. Thought ArbitrageConsultancy has been appointed by the Board of Directors as an independent externalombudsman under this Whistle-blower mechanism. Protected Disclosure can be made by aWhistle Blower through an email or dedicated telephone line or a letter to the ThoughtArbitrage Consultancy or to the Ethics Officer. All protected disclosure concerningfinancial / accounting matters and complaints pertaining to "C" level Officers /KMP can be addressed to the Chairman of the Audit Committee for Investigation. Otherdetails of the policy on Whistle Blower as approved by the Board is uploaded on theCompany’s website.

EXTRACT OF THE ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theannual return in Form MGT 9 is annexed herewith as Annexure –D to this report.

HUMAN RESOURCES

The relations with the employees and associates continued to remain cordial throughoutthe year. The Directors of your Company wish to place on record their appreciation for theexcellent team spirit and dedication displayed by the employees of the Company.

GREEN INITIATIVES

Electronic copy of the Annual Report 2016 17 and the Notice of the 30th Annual GeneralMeeting are sent to all members whose e-mail addresses are registered with the Company /depository participant(s). For members who have not registered their e-mail addressesphysical copy are sent in the permitted mode.

ACKNOWLEDGEMENT

Your Board of Directors would like to place on record their sincere appreciation forthe wholehearted support and contributions made by all the employees of the Company aswell as customers suppliers bankers investors and other authorities. Our consistentgrowth was made possible by their hard work solidarity cooperation and support.

The Directors also thank the Government of various countries Government of IndiaState Governments in India and concerned Government Departments/Agencies for theirco-operation support and look forward to their continued support in the future.

Last but not the least the Board of Directors wish to thank all the stakeholders of theCompany and the collaborator Sumitomo Wiring Systems Limited Japan for its continuoussupport.

For and on behalf of the Board
for Motherson Sumi Systems Limited
Place : London V. C. Sehgal
Date : July 08 2017 Chairman