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.
 
 FINANCIAL RESULTS
 
 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)
 
                              Standalone               Consolidated
 
 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
 
 Profit before 
 depreciation, 
 interest, tax 
 and exceptional            6,065        5,059       10,254       9,277
 items
 
 Less: Depreciation         1,172          830        3,796       2,465
 
 Less: Interest (net)         548          284        1,531         496
 
 Less: Exceptional 
 Items                          -            -          809           -
 
 Profit Before Tax          4,345        3,945        4,118       6,316
 
 Less: Provision 
 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
 
 Add: Balance 
 brought forward            3,097        1,766        7,071       4,724
 
 Profit available 
 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/-.
 
 DIVIDEND
 
 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.
 
 CREDIT RATING
 
 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.
 
 FIXED DEPOSITS
 
 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.
 
 STRATEGIC ACQUISITION
 
 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
 in Europe.
 
 With this acquisition, Motherson Sumi Systems Limited has become one of
 the largest supplier of door instrument panels in Germany.
 
 DIRECTORS
 
 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
 Directors.
 
 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
 reappointment.
 
 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
 irregularities;
 
 d) That Directors have prepared the annual accounts on a going concern
 basis.
 
 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
 comments.
 
 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.
 
 The performance of the Company on consolidated basis is discussed at
 length in the Management discussion and analysis.
 
 SUBSIDIARY COMPANIES
 
 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
 accepted globally.
 
 Details of subsidiaries of the Company and their performance are
 covered in Management discussion and analysis Report forming part of
 the Annual Report.
 
 EXPORTS
 
 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.
 
 CORPORATE GOVERNANCE
 
 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
 Annual Report.
 
 LISTING
 
 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
 AND OUTGO
 
 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.
 
 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.
 
 ACKNOWLEDGEMENT
 
 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