The Directors have the pleasure in presenting the 25th Annual Report
together with the audited accounts of the Company for the financial
year ended March 31, 2012.
The summarized financial results for the year ended March 31, 2012 and
for the previous year ended March 31, 2011 are as follows:
(Rs. in Million)
Particulars Year ended Year ended Year ended Year ended
31.03.2012 31.03.2011 31.03.2012 31.03.2011
Gross Revenue from
operations 38,879 30,840 151,381 85,405
Net Revenue from
operations 35,718 28,236 147,766 82,491
Other Income 881 756 1,327 1,607
and exceptional 6,065 5,059 10,254 9,277
Less: Depreciation 1,172 830 3,796 2,465
Less: Interest (net) 548 284 1,531 496
Items - - 809 -
Profit Before Tax 4,345 3,945 4,118 6,316
for Tax 1,173 1,070 2,153 1,885
Less: Minority - - (631) 523
Profit after tax 3,172 2,875 2,596 3,908
brought forward 3,097 1,766 7,071 4,724
for appropriation 6,269 4,641 9,667 8,632
OPERATIONS AND PERFORMANCE
On consolidated basis for the year 2011-12, your company achieved total
revenue of Rs. 147,766 million resulting in a growth of about 79% over
its revenue of Rs. 82,491 million of the previous financial year ended
March, 2011. Net profit for the year at Rs. 2,596 million was lower by
33.5% over the previous year''s net profit of Rs. 3,908 million.
On standalone basis for the year 2011-12, your company achieved total
revenue of Rs. 35,718 million resulting in a growth of about 26% over its
total revenue of Rs. 28,236 million of the previous financial year ended
March, 2011.The profit after tax for the year ended March, 2012 at Rs.
3,172 million was higher than 10.33% from the previous financial year
ended March, 2011 at Rs. 2,875 million.
The operational performance of the Company has been comprehensively
covered in the Management discussion and analysis, which forms part of
the Directors'' Report.
MERGER / AMALGAMATIONS & CHANGES IN THE CAPITAL
During the year, MSSL Global Wiring Limited, India Nails Manufacturing
Limited, both wholly owned subsidiaries of the Company and Sumi
Motherson Innovative Engineering Limited have been merged with the
Company pursuant to the Order dated January 30, 2012 of the Hon''ble
High Court of Delhi.
During the current Financial Year 2012-13, your Company has allotted
4,420,360 equity shares of Re. 1/- each to the shareholders of
erstwhile Sumi Motherson Innovative Engineering Limited consequent upon
merger with the Company. As on March 31, 2012 this is shown as Share
Capital Suspense in financial statements. After this allotment, the
paid-up capital of the Company has been increased to Rs. 391,964,160/-
divided into 391,964,160 equity shares of Rs. 1/-.
Based on the Company''s performance, the Directors have recommended
payment of dividend of Rs. 2.25 per share of Rs. 1/- each for the financial
year ended March 31, 2012 (previous year Rs. 2.75 per share of Rs. 1/-
each) to the equity shareholders. The dividend, if approved by the
members will be paid on or after September 10, 2012 and the total cash
outfl ow on account of dividend including dividend tax of Rs. 1,035
Million resulting in a payout of 32.6% of the standalone profits of the
Company and 39.9% of the consolidated profits of the Company. This is
in line with the Company Stated Policy of 40% dividend pay out ratio.
The Directors have also recommended for approval of the members a
dividend of Rs. 0.80 per share on 10,000,000 (Ten Million) 8% redeemable
preference shares face value of Rs. 10/- each for the financial year
2011-12 (till 28.03.2012 i.e. date of redemption) allotted by erstwhile
Sumi Motherson Innovative Engineering Ltd., now merged with your
Company with appointed date 01.04.2011.
The Company continues to enjoy A1 rating by ICRA for its commercial
paper / short-term debt program of Rs. 1,500 million and working capital
facilities of Rs. 6,000 Million.
The Company has neither invited nor accepted any deposits from the
public during the year. There is no unclaimed or unpaid deposit lying
with the Company.
During the year 2011-12, the Company has acquired Peguform Group,
Germany through Samvardhana Motherson Polymers Limited, a Joint Venture
Company where the Company holds 51% stake. The acquisition has been
completed on November 23, 2011.
Peguform has a strong presence in Europe, supplying to major premium
German brands. The company is one of the market leaders of bumpers in
Germany and holds a market leader position in Cockpit Assemblies in
Spain. It has one of the largest state-of-the-art painting facilities
With this acquisition, Motherson Sumi Systems Limited has become one of
the largest supplier of door instrument panels in Germany.
Your Directors would like to inform you with utmost regret that Mr.
M.S. Gujral, Chairman and Independent Director of the Company, had left
us for his heavenly adobe on May 4, 2012. Directors of the Company have
expressed the deepest condolences on his sad demise and placed on
record the valuable services and guidance rendered by him during his
tenure as an Independent Director and the Chairman of the Board of
In accordance with the provisions of the Companies Act, 1956 and
Articles of Association of the Company Mr. L.V. Sehgal, Director of the
Company retire by rotation and being eligible, offer himself for
M/s. Samvardhana Motherson Finance Limited (SMFL), a Joint Venture
Partner and Promoter of your Company has nominated Mr. Yoshiki
Kishimoto on the Board of your company in the casual vacancy caused by
the resignation of Mr. Hiroto Murai w.e.f. 02.07.2012.
Your Directors while welcoming Mr. Yoshiki Kishimoto on the Board of
the Company, placed on record, their appreciation for the valuable
services rendered by Mr. Hiroto Murai during his tenure as a Director
of the Company.
Had Mr. Hiroto Murai continued in the Office, he would have been
retiring at the ensuing Annual General Meeting. Therefore, Mr. Yoshiki
Kishimoto holds the Office of the Director up to the date of the
ensuing Annual General Meeting. Notice has been received from the
member proposing his appointment as Director of the Company at the
Annual General Meeting. Your Directors recommend his appointment.
Brief resume of the above Directors, nature of their expertise in
functional areas and the name of the public companies in which they
hold the Directorship and the Chairmanship/Membership of the Committees
of the Board, as stipulated under Clause 49 of the Listing Agreement
with the Stock Exchange, are given as Annexure to the Notice convening
the Annual General Meeting.
None of the Directors of your Company are disqualified as per the
provision of Section 274(1)(g) of the Companies Act, 1956. Your
Directors have made necessary disclosures as required under various
provisions of the Act and Clause 49 of the Listing Agreement.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956 and subject to
disclosures in the Annual Accounts, we state as under :-
a) That in the preparation of the annual accounts, the applicable
accounting standards have been followed and that no material departure
were made for the same;
b) That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of aff airs of the Company at the end of the financial year and of the
profit of the Company for year ended on that date;
c) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
d) That Directors have prepared the annual accounts on a going concern
AUDITORS AND AUDITORS'' REPORT
The Auditors of the Company M/s. Price Waterhouse, Chartered
Accountants, (Registration No.-012754N), retire at the ensuing Annual
General Meeting and, being eligible, offer themselves for re-
appointment. The Company has received a letter from them to the eff ect
that their appointment, if made, would be within the prescribed limit
under section 224(1B) of the Companies Act 1956.
The observations of the Auditors and the relevant notes on the accounts
are self-explanatory and therefore do not call for any further
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
The performance of the Company on consolidated basis is discussed at
length in the Management discussion and analysis.
Pursuant to the provision of Section 212(8) of the Companies Act, 1956,
the Ministry of Corporate Affairs vide its circular dated February 8,
2011 has granted general exemption from attaching the Balance Sheet,
Profit and Loss Account and other documents of the subsidiary companies
with the Balance Sheet of the Company. A Statement containing the
desired details of the company''s subsidiaries is enclosed in the Annual
Report. The Consolidated Financial Statements presented by the Company
include the financial results of its subsidiary companies.
The annual accounts of the subsidiary companies and the related
detailed information shall be made available to the holding and
subsidiary investors seeking such information at any point of time.
Any shareholder of the Company/ its subsidiaries interested in
obtaining the annual accounts of the subsidiaries may write to the
Company Secretary at the Registered Office of the Company. The annual
accounts of the subsidiary companies shall also be kept for inspection
by any investor in a Registered Office of the Company. In the opinion
of the management, the consolidated accounts present a full and fair
picture of the state of affairs and financial condition and they are
Details of subsidiaries of the Company and their performance are
covered in Management discussion and analysis Report forming part of
the Annual Report.
The Company''s exports during the year were Rs. 4,778 million as against Rs.
2,605 million in the previous financial year. The Company continues to
make its eff orts towards achieving higher growth by providing cost
competitive quality solutions to its customers. In addition, the
Company has facilities mainly in Europe, to constantly service the
customers as well as scan the markets for growth.
A separate section on Corporate Governance, forming a part of the
Director''s Report and the certificate from the Company''s auditors
confirming compliance of conditions on Corporate Governance as
stipulated in Clause 49 of the Listing Agreement, is included in the
The shares of your Company are listed at National Stock Exchange of
India Limited, BSE Limited, Delhi Stock Exchange Limited and Ahmedabad
Stock Exchange Limited. The listing fees for the year 2012-13 have been
paid to the said Stock Exchanges.
PARTICULARS OF EMPLOYEES
Information as per Section 217 (2A) of the Companies Act, 1956, read
with the Companies (Particulars of Employees) Rules, 1975 as amended,
the name and other particulars of the employees are set out in the
annexure to the Directors'' Report.
However, having regard to the provisions of section 219(1)(b)(iv) of
the Companies Act, 1956, the Annual Report is being sent to all the
shareholders of the company excluding the statement of particulars of
employees under section 217(2A) of the Companies Act, 1956. Any
shareholder interested in obtaining a copy of the said statement may
write to the Company Secretary at the registered office of the Company.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING
Information under section 217(1)(e) of the Companies Act, 1956, read
with Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 is given in Annexure ''A'' to this Report.
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.
Your Board of Directors would like to place on record their sincere
appreciation for the wholehearted support and contributions made by all
the employees of the Company as well as customers, suppliers, bankers
and government authorities particularly in the state of Delhi, Haryana,
Uttar Pradesh, Maharashtra, Tamilnadu and Karnataka towards the conduct
of the efficient operations of your Company. Last but not the least
the Board of Directors wish to thank all the stakeholders of the
Company and the collaborator Sumitomo Wiring Systems Limited, Japan for
its continuous support.
For and on behalf of the Board
for MOTHERSON SUMI SYSTEMS LIMITED
Place : Noida V. C. Sehgal
Date : August 09, 2012 Vice Chairman