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Motherson Sumi Systems Ltd.

BSE: 517334 Sector: Auto
BSE 00:00 | 05 Jun 103.95 2.40






NSE 00:00 | 05 Jun 104.00 2.70






OPEN 103.65
VOLUME 590620
52-Week high 151.00
52-Week low 48.50
P/E 36.47
Mkt Cap.(Rs cr) 32,826
Buy Price 103.85
Buy Qty 30.00
Sell Price 103.95
Sell Qty 1629.00
OPEN 103.65
CLOSE 101.55
VOLUME 590620
52-Week high 151.00
52-Week low 48.50
P/E 36.47
Mkt Cap.(Rs cr) 32,826
Buy Price 103.85
Buy Qty 30.00
Sell Price 103.95
Sell Qty 1629.00

Motherson Sumi Systems Ltd. (MOTHERSUMI) - Director Report

Company director report



To the members

Your Directors have the pleasure in presenting the 31st Annual Report togetherwith audited financial statements of the Company for financial year ended March 31 2018.The consolidated performance of the Company and its subsidiaries has been referred towherever required.


The summarized financial results for year ended March 31 2018 and for previous yearended March 31 2017 are as follows: Rs. in Million




March 31 2018

March 31 2017

March 31 2018

March 31 2017

Gross Revenue from operations 76673 70021 565213 431570
Net Revenue from operations 74561 62867 562933 423755
Other Income 1404 1680 1701 2642
Profit before depreciation interest and tax 14723 13829 52927 44310
Less: Depreciation and amortisation expense 2183 1977 15752 10591
Less: Finance Costs 433 124 4108 3749
Less: Exceptional Expenses - - 1777 974
Add: Share of profit / (loss) in associates - - 1381 1831
Profit Before Tax 12107 11728 32671 30827
Less: Provision for Tax 3316 3455 10072 9103
Less: Minority Interest - - 6629 6181
Profit after tax 8791 8273 15970 15543
Add: Balance brought forward 23467 15238 48310 32661
Profit available for appropriation 32258 23511 64280 48204


On consolidated basis for financial year 2017318 your company achieved total revenueof Rs. 562933 million resulting in a growth of about 33% over its revenue of Rs. 423755million of previous financial year ended March 31 2017. The profit after tax forfinancial year ended March 31 2018 atRs. 15970 million was higher by 3% from previousfinancial year ended March 31 2017 atRs. 15543 million.

On standalone basis for financial year 2017318 your company achieved total revenue ofRs. 74561 million resulting in a growth of about 19% over its total revenue of Rs. 62867million of previous financial year ended March 31 2017. The profit after tax forfinancial year ended March 31 2018 atRs. 8791 million was higher by 6% from previousfinancial year ended March 31 2017 atRs. 8273 million. The Management Discussion andAnalysis Report for year under review as stipulated under the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015("Listing Regulations") is presented in a separate section forming part of theAnnual Report. The operational performance of the Company has been comprehensively coveredin the Management Discussion and Analysis Report.


During the year your Company has allotted 701763164 equity shares of face value ofRs. 1 (Rupee one) each on account of issue of Bonus Shares on July 8 2017 in the ratio ofone equity share against two equity shares held. This is eighth time the Company hasrewarded its shareholders through a Bonus Issue.

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


Your Directors are pleased to recommend for approval of the members a payment ofdividend of Rs. 2.25 per share i.e. face value of Rs. 1 each on the Equity Share Capitalof the Company for the financial year ended March 31 2018 to the equity shareholders. Thedividend if approved by members would involve total cash outflow on account of dividendincluding dividend tax of Rs. 5701 Million resulting in a payout of 65% of the standaloneprofits of the Company and 36% of the consolidated profits of the Company.


The Company continues to enjoy "Baa3" rating by Moody's Investors Service("Moody's") for its foreign currency and local currency issuer ratings to theCompany.

CRISIL has assigned its Corporate Credit Rating of CRISIL AA/Positive for long termloans and 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 19476.10 million line of Credit (LOC).

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

Rs. 1500 million.

Further Standard & Poors Global Ratings ("S&P") has continued itsoutlook on Samvardhana Motherson Automotive Systems Group B.V. Netherlands (SMRP BV) asubsidiary of the Company to positive a3 irming ‘BB+' long-term corporate creditrating on SMRP BV and Fitch Ratings ("Fitch") has continued to rate outstandingsecured bonds of SMRP BV at BBB- SMRP BV.

The strong credit ratings by leading agencies reflect the Company's established marketposition in the automotive components industry its well-diversified customer base acrossgeographies and product segments and its healthy relationships with leading globaloriginal equipment manufacturers (OEMs).


The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.


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.


Purchase of remaining shares of PKC Group Plc. ("PKC")

MSSL Estonia WH OU a wholly-owned indirect subsidiary of the Company has gained titleto outstanding minority shares in PKC and thereupon shares of PKC are de-listed from theNasdaq Helsinki Stock Exchange on October 6 2017. Accordingly PKC became a wholly-ownedindirect subsidiary of the Company.

Purchase of remaining shares of Motherson Orca Precision Technology GmbH from OrcaServices GmbH

The Company through its 100% subsidiary MSSL GmbH acquired remaining 4.90% stake inMotherson Orca Precision Technology GmbH (name changed to Motherson Techno Precision GmbH)held by Orca Services GmbH a joint venture partner. Now Motherson Techno Precision GmbHhas become wholly owned subsidiary of MSSL GmbH.

Purchase of remaining shares of Global Environment Management (FZE) from E3Compost Pty.Ltd.

The Company through its 100% subsidiary MSSL Mauritius Holdings Limited acquiredremaining 21.18% stake in Global Environment Management

(FZE) held by E3Compost Pty. Ltd. a joint venture partner. Accordingly GlobalEnvironment Management (FZE) has become wholly owned subsidiary of MSSL MauritiusHoldings.


The details of changes in Company's subsidiaries joint ventures or associatecompanies during the year are as following:

1. Companies which became subsidiaries (direct and indirect) during financial year2017318 are as follows:

- Shangdong Huakai-PKC Wire Harness Co. Ltd. China;

- Motherson Air Travel Private Limited Ireland;

- Shenyang SMP Automotive Plastic Components Co. Ltd. China; and

- Tianjin SMP Automotive Component Company Limited China.

2. Company which ceased to be subsidiaries during financial year 2017318 is :

- SMR Automotive Mirror Services UK Ltd. (Dissolved on October 28 2017); and

3. Company which became joint venture (direct and indirect) during financial year2017318 is:

- Hubei Zhengao PKC Automotive Wiring Company Limited.

In accordance with section 129(3) of the Companies Act 2013 the consolidatedfinancial statements of the Company including its subsidiaries associate and jointventure companies form part of the Annual Report. Further a statement containing salientfeatures of financial statement of the Company's subsidiaries associate and joint venturecompanies is annexed in Form AOC31 which forms a part of the Annual Report. Details ofsubsidiaries of the Company and their performance are covered in the Management Discussionand Analysis Report forming part of this Report.


The Company's exports during the year were

Rs. 8402 million as againstRs. 8342 million in previous financial year. The Companycontinues to make its e3 orts towards achieving higher growth by providing costcompetitive quality solutions to its customers. In addition the Company has facilitiesglobally to provide service to customers as well as enhance customer relationships.


As per provisions of the Companies Act 2013 and the Articles of Association of theCompany Mr. Laksh Vaaman Sehgal Director of the Company retire by rotation at theensuing Annual General Meeting. Mr. Laksh Vaaman Sehgal being eligible seeks hisre-appointment. The Board of Directors recommends his re-appointment to the members of theCompany. Mr. Toshimi Shirakawa has resigned as Director from the Board of the Companyeffective from May 23 2018. M/s. Sumitomo Wiring Systems Limited Japan (SWS) the JointVenture Partner of your Company has nominated Mr. Shunichiro Nishimura as Director on theBoard of your company to fill casual vacancy caused upon resignation of Mr. ToshimiShirakawa on May 23 2018. Your Directors recommend to the members of the appointment ofMr. Shunichiro Nishimura on the Board of the Company and who holds o3 ice till the date ofensuing Annual General Meeting in accordance with the provisions of the Company Act 2013.

The Board places on record their sincere appreciation for services rendered by Mr.Toshimi Shirakawa during his tenure as Director on the Board of the Company.

Brief resume of Mr. Laksh Vaaman Sehgal and Mr.ShunichiroNishimuranatureoftheirexpertiseinfunctional areas and the name of the companiesin which they hold the Directorship and the Chairmanship/Membership of the Committees ofthe Board as stipulated under Listing Regulations and Secretarial Standard on GeneralMeeting (SS32) are given as Annexure to the Notice convening the Annual General Meeting.


The Board of Directors has received declarations from all the Independent Directors ofthe Company confirming that they meet with criteria of independence as prescribed bothunder sub-section (6) of Section 149 of the Companies Act 2013 and under Regulation 25 ofthe Listing Regulations.

During the year Independent Directors of the Company had no pecuniary relationship ortransactions with the Company other than sitting fees commission and reimbursement ofexpenses incurred by them for the purpose of attending meetings of the Board of Directorand Committee. The details of remunerations and/or other benefit s of the IndependentDirectors are mentioned in the Corporate Governance Report.


In terms of the provisions of Section 203 of the Companies Act 2013 during financialyear under review Mr. Pankaj Mital is the Whole-Time Director and Mr. G.N. Gauba is theChief Financial O3 icer & Company Secretary as Key Managerial Personnel(s) of theCompany.


Acquisition proposed by Samvardhana Motherson Automotive Systems Group B.V. asubsidiary of the Company

The Company's step down subsidiary Samvardhana Motherson Automotive Systems Group B.V. "SMRP(BV")had proposed the acquisition of Reydel Automotive Group ("Reydel").Reydel is in the business of manufacturing interior components and modules for globalautomotive customers. The proposed acquisition will enable to capitalize on newopportunities in existing and new geographies as well as within each other's customerportfolios. The proposed acquisition by SMRP BV was announced by the Company on April 022018 to the Stock Exchanges.

Subject to obtaining customary regulatory approvals the transaction is expected to beclosed within next four to six months from the announcement date.

Change in Key Managerial Personnel(s) of the Company

Upon recommendation of the Nomination and Remuneration Committee of the Company theBoard of Director in their meeting held on April 02 2018 had re-designated Mr. G.N. Gaubafrom "Chief Financial O3 icer & Company Secretary" to "Chief FinancialO3 icer" and appointed Mr. Alok Goel as the Company Secretary and Compliance O3 icerof the Company.


The Board of Directors met five (5) times during the financial year 2017318 thedetails of same are given in the Corporate Governance Report forming part of this AnnualReport. The intervening gap between consecutive meetings was not more than one hundred andtwenty (120) days as prescribed under the Companies Act 2013 and Listing Regulations.


The Audit Committee of the Board comprising of Mr. S.C. Tripathi IAS (Retd.)(Chairman) Mr. Arjun Puri Mr. Gautam Mukherjee Ms. Geeta Mathur as IndependentDirectors and Mr. Toshimi Shirakawa Mr. Laksh Vaaman Sehgal as other Members. During theyear all recommendations made by the Audit Committee were duly accepted by the Board. Uponresignation of Mr. Toshimi Shirakawa and appointment of Mr. Shunichiro Nishimura on theBoard of the Company the Audit Committee was reconstituted and Mr. Shunichiro Nishimurabecame member of Audit Committee in place of Mr. Toshimi Shirakawa with effect from May23 2018.


The performance evaluation of the Board as stipulated under Listing Regulations andSection 134 of the Companies Act 2013 read with Rule 8(4) of the Companies (Account)Rules 2014 a formal Annual Evaluation process has been carried out for evaluating theperformance of the Board its Committees and the individual Directors. The performance ofthe Board was evaluated by the Board after seeking inputs from all directors on basis ofcriteria such as board composition and structure effectiveness of board processesinformation and functioning etc.

The performance of the Committees was evaluated by the Board after seeking inputs fromthe Committee members on the basis of criteria such as composition of Committeeseffectiveness of Committee meetings etc. The Board and the Nomination and RemunerationCommittee defined the criteria such as contribution of the individual director to theBoard and Committee meetings preparedness on issues to be discussed meaningful andconstructive contribution and inputs in meetings etc. and reviewed performance ofindividual Directors. In addition the Chairman was also evaluated on the key aspects ofhis role.

In a separate meeting of Independent Directors performance of Non-independentDirectors performance of the Board as a whole and performance of the Chairman wereevaluated taking into account views of Executive Director and Non-executive Directors.The same was discussed in the Board meeting that followed meeting of the IndependentDirectors. Performance evaluation of Independent Directors was carried out by entireBoard excluding the respective Independent Director being evaluated.


In adherence to the provisions of Section 134(3)(e) and 178(1) & (3) of theCompanies Act 2013 the Board of Directors upon recommendation of the Nomination andRemuneration Committee approved a policy on Director's appointment and remunerationincluding criteria for determining qualifications positive attributes independence of aDirector and other matters. The said Policy is covered in Corporate Governance Reportwhich forms part of this Report.


Pursuant to Section 134(3)(c) of the Companies Act 2013 and subject to disclosures inthe Annual Accounts your Directors' state as under :-

(Firm Registration No. 301003E/IE300005) were appointed as Statutory Auditors of theCompany for five (5) years at the Annual General Meeting held on August 21 2017 and tohold o3 ice till the conclusion of the 35th Annual General Meeting of theCompany to be held in the year 2022 subject to ratification of their appointment at everyAnnual General Meeting if so required under the Companies Act 2013. The members may notethat the Companies (Amendment) Act 2017 effective May 7 2018 has omitted first provisoto Section 139(1) of the Companies Act 2013 and thereupon the requirement of obtainingratification of appointment for the Auditors at every Annual General Meeting standsomitted. Further the Auditors have confirmed that they are not disqualified fromcontinuing as Auditors of the Company.

Notes on the financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors Report annexedwith this Annual Report does not contain any qualification reservation or adverseremarks.

Cost Auditor

The Board of Directors has appointed M/s. M.R. Vyas

& Associates Cost and Management Accountants as Cost Auditor for conducting auditof cost records of the Company for the financial year 2017318.

Secretarial Auditor

PursuanttotheprovisionsofSection204oftheCompanies Act 2013 read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 your Directorsappointed M/s. SGS Associates Company Secretaries to undertake the Secretarial Audit forthe financial year 2017318. The Secretarial Audit Report for financial year ended March31 2018 is annexed herewith which form part of this Report. The Secretarial Audit Reportdoes not contain any qualification reservation or adverse remark.


During the year the Company had received various awards and recognitions which havebeen described in ‘Awards and Recognition' section forming part of the AnnualReport.


Particulars of loans given Investments made guarantees given and securities providedalong with purpose for

(a) That in preparation of annual accounts for financial year ended March 31 2018 theapplicable Accounting Standards have been followed and there are no material departures;

(b) That the Directors have selected appropriate Accounting Policies and applied themconsistently and made judgment and estimates that are reasonable and prudent so as to givea true and fair view of the state of a3 airs of the Company at end of the financial yearMarch 31 2018 and of profit of the Company for that period;

(c) That the Directors have taken proper and su3 icient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

(d) That the Directors have prepared annual accounts on a going concern basis;

(e) That the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

(f) That the Directors have devised proper system to ensured compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.


Pursuant to provisions of Section 139 and other applicable provisions if any of theCompanies Act 2013 M/s. S. R. Batliboi & Co. LLP Chartered Accountants which loanor guarantee or security is proposed to be utilized by recipient are provided instandalone financial statement. Please refer note numbers 6(a) 6(b) and 7 to thestandalone financial statements.


All contracts/ arrangements/ transactions entered by the Company during financial yearwith related parties were on arm's length basis and were in ordinary course of business.During the year the Company had not entered into any contract / arrangement/ transactionwith related parties which could be considered material for which shareholders' approvalis required in accordance with the policy of the Company on materiality of related partytransactions. Thus provisions of Section 188(1) of the Companies Act 2013 are notapplicable to the Company. Pursuant to the provision of applicable Listing Regulationsall Related Party Transactions are placed before the Audit Committee for approval. Prioromnibus approval of the Audit Committee has been obtained for transactions which areforeseen and repetitive in nature. The transactions entered into pursuant to 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 ManualStandard Operating Procedures for purpose of identification and monitoring of suchtransactions. The policy on Related Party Transactions as approved by the Board isuploaded on the Company's website.

Your Directors draw attention of the members to note number 38 to standalone financialstatement which sets out related party disclosures.


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.


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 is given in Annexure–B tothis Report.

The Statement containing the particulars of employees as required under section 197(12)of the Companies Act 2013 read with Rule 5(2) and other applicable Rules (if any) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is providedin a separate annexure forming part of this report. Further the report and the accountsare being sent to the members excluding the aforesaid annexure. In terms of Section 136 ofthe Companies Act 2013 the said annexure is open for inspection at the registered o3 iceof the Company during the working hours. Any member interested in obtaining a copy of thesame may write to the Company.


Your Company has taken adequate steps to ensure compliance with the provisions ofCorporate Governance as prescribed under the Listing Regulations. A separate section onCorporate Governance forming a part of this Report and requisite certificate from theCompany's Auditors confirming compliance with conditions of Corporate Governance isattached to the report on Corporate Governance.


Pursuant to Regulation 34(2)(f) of the Listing Regulations the Business ResponsibilityReport initiatives taken from an environmental social and governance perspective inprescribed format is available as a separate section of the Annual Report.


As per Regulation 43A of the Listing Regulations the Dividend Distribution Policy ofyour Company is disclosed in the Corporate Governance Report and is also uploaded at theCompany's website.


Equity shares of your Company are presently listed at National Stock Exchange of IndiaLimited and BSE Limited. The listing fees for financial year 2018319 have been paid tosaid Stock Exchanges. The equity shares of the Company were listed/ traded at Delhi StockExchange Limited (DSE). DSE is derecognized by SEBI vide its order no. WTM/PS/45/MRD/DSA/NOV/2014 dated November 19 2014.


The Company has an Internal Control System commensurate with size scale and complexityof its operations. To maintain its objectivity and independence the Internal Auditfunction 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.


The Board of Directors of the Company has formed a Risk Management Committee to frameimplement and monitor risk management plan for the Company. The Committee is responsiblefor reviewing risk management plan and ensuring its effectiveness. The major risksidentified by businesses and functions are systematically addressed through mitigatingactions on a continual basis.

Thedevelopmentandimplementationofriskmanagement policy has been covered in theManagement Discussion and Analysis which forms part of this Report.


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


In accordance with the requirements of Section 135 of the Companies Act 2013 yourCompany has a Corporate Social Responsibility ("CSR") Committee. CSR Committeecomprises of Mr. V. C. Sehgal Chairman Mr. Arjun Puri Independent Director and Mr.Laksh Vaaman Sehgal Non-Executive Director. The terms of reference of the CSR Committeeis provided in the Corporate Governance Report. Your Company has also formulated aCorporate Social Responsibility Policy (CSR Policy) which is available on the website ofthe Company at Annualreport on CSR activities as required under the Companies (Corporate Social ResponsibilityPolicy) Rules 2014 is given in Annexure–C to this Report.

The Company is undertaking CSR activities through Swarn Lata Motherson Trust which hasbeen established for the sole purpose of CSR activities. Further the Company continue tocarry out CSR activities as specified under Schedule VII to the Companies Act 2013.


The Company has established a vigil mechanism which incorporates a whistle blowerpolicy in terms of the Companies Act 2013 and Listing Regulations for Directors andemployees to report their genuine concerns. The objective of the Policy is to create awindow for any person who observes an unethical behavior actual or suspected fraud orviolation of the Company's code of conduct or ethics policy (hereinafter "Unethicaland Improper Practices") either organizationally or individually to be able to raiseit. Thought Arbitrage Consultancy has been appointed by the Board of Directors as anindependent external ombudsman under this Whistle-blower mechanism. Protected disclosurecan be made by a Whistle Blower through an email or dedicated telephone line or a letterto the Thought Arbitrage Consultancy or to the Ethics O3 icer. All protected disclosureconcerning financial / accounting matters and complaints pertaining to "C" levelo3 icers / KMP can be addressed to the Chairman of the Audit Committee for investigation.Other details of the policy on Whistle Blower as approved by the Board are uploaded on theCompany's website.


In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theannual return in Form MGT39 is given in Annexure–D to this Report.


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.


The Company has zero tolerance towards sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith provisions of the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and rules thereunder. During financial year 2017318 there was nocase filed under the said Act and/or policy adopted by the Company.


Electronic copy of the Annual Report 2017318 and the Notice of the 31stAnnual General Meeting are sent to all members whose e-mail addresses are registered withthe Company / depository participant(s). For members who have not registered their e-mailaddresses physical copy are sent as per the permitted mode.


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 due to 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 their continuoussupport.

For and on behalf of the Board

ForMotherson Sumi Systems Limited

V. C. Sehgal


Place : Noida

Date : June 02 2018