To the members,
 
 The Directors have the pleasure in presenting the 24th Annual Report
 together with the audited accounts of the Company for the financial year
 ended 31st March, 2011.
 
 Financial results
 
 The summarized financial results for the year ended 31st March, 2011
 and for the previous year ended 31st March, 2010 are as follows:
 
                                                (Rs. in Million)
 
                               Standalone             consolidated
 
 particulars             Year ended  Year ended  Year ended  Year ended
 
                         31.03.2011  31.03.2010  31.03.2011  31.03.2010
 
 Gross sales                 30,383      18,284      84,670      68,536
 
 Net sales                   27,779      17,049      81,756      67,022
 
 Other Income                 1,213       1,235       2,341       3,331
 
 Profit before depreciation, 
 interest and tax             5,059       3,569       9,276       6,604
 
 Less: Depreciation             830         646       2,465       2,601
 
 Less: Interest (net)           284         252         497         573
 
 Profit before tax            3,945       2,670       6,314       3,430
 
 Less: Provision for taxation 1,070         886       1,883       1,094
 
 Less: Minority                   -           -         523         (91)
 
 profit after tax             2,875       1,785       3,908       2,427
 
 Add: Balance brought forward 1,766       1,631       4,724       3,933
 
 Profit available for 
 appropriation                4,641       3,416       8,632       6,360
 
 Operations and performance
 
 Financial Year 2010-11 registered a strong broad based sequential
 growth across all key sectors and resulted in a record performance
 during the year under review. The Company has scaled new heights and
 set new benchmarks in terms of sales and profit.
 
 On consolidated basis for the year 2010-11, your company achieved a
 turnover of Rs.81,756 million resulting in a growth of about 22% over its
 turnover of Rs.67,022 million of the previous financial year ended March,
 2010. Net profit for the year at Rs.3,908 million was higher by 61% over
 the previous year''s net profit of Rs.2,427 million.
 
 On standalone basis, your company achieved a turnover of Rs.27,779
 million resulting in a growth of about 63% over its turnover of Rs.17,049
 million of the previous financial year ended March, 2010The profit
 after tax for the year ended March, 2011 at Rs.2,875 million was higher
 than 61% from the previous financial year ended March, 2010 at Rs.1,785
 million.
 
 The operational performance of the Company has been comprehensively
 covered in the Management discussion and analysis, which forms part of
 the Directors'' Report.
 
 dividend
 
 Based on the Company''s performance, the Directors have recommended
 payment of dividend of Rs.2.75 per share of Rs.1/- each for the financial
 year ended March 31, 2011 (previous year Rs.1.75 per share of Rs.1/- each).
 The dividend, if approved by the members will be paid on or after
 September 2, 2011 and the total cash outflow on account of dividend
 including dividend tax of Rs.1,239 Million resulting in a payout of 43%
 of the standalone profits of the Company and 32% of the consolidated
 profits of the Company.
 
 Share capital
 
 During the Financial Year 2010-11, your Company has allotted 12,950,000
 equity shares of Rs. 1/- each on account of conversion of Foreign
 Currency Convertible Bonds (FCCBs) of Euro 18.5 million. After this
 allotment, the FCCB stands fully converted.
 
 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.4,250 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 acquisitions (post balance Sheet events)
 
 Board of Directors of the Company held on 13th July, 2011 have
 considered and accorded its in principle approval to a proposal to
 acquire an overseas entity as detailed hereunder :
 
 (i) The Board authorized to finalise acquisition of 80% of the
 shareholding of Peguform Group, Germany from Cross Industries AG., who
 would continue to hold 20% shareholding.
 
 (ii) This acquisition would also include 50% holding in Wethje Carbon
 Composite which is a part of Cross Industries.
 
 (iii) The acquisition would be made through a joint venture company in
 which Motherson Sumi Systems Limited would hold 51% and Samvardhana
 Motherson Finance Limited would hold 49% share.
 
 These acquisitions are subject to the regulatory and other approvals as
 may be necessary in this regard.
 
 Merger / amalgamations
 
 During the year, Motherson Tradings Limited and Balda Motherson
 Solution India Ltd., wholly owned subsidiaries have been merged with
 the Company pursuant to the Order of the Honble High Court of Delhi
 dated 21st March, 2011.
 
 Further, the Board of Directors of the Company at their meeting held on
 28th April, 2011 has approved the merger of its wholly owned
 subsidiaries namely MSSL Global Wiring Limited and India Nails
 Manufacturing Limited and Board of Directors of the Company at their
 meeting held on 25th May, 2011 has approved the merger of Sumi
 Motherson Innovative Engineering Limited with the Company subject to
 the necessary approval including the approval of Honble High Court of
 Delhi.
 
 directors
 
 In accordance with the provisions of the Companies Act, 1956 and
 Articles of Association of the Company Mr. Arjun Puri and Mr. Bimal
 Dhar, Directors of the Company retire by rotation and being eligible,
 offer themselves for reappointment.
 
 Mr. Bimal Dhar, the retiring Director in forthcoming Annual general
 Meeting has expressed his unwillingness for re-appointment as Director
 due to other commitment. He will hold office as Director till the date
 of Annual general Meeting.
 
 The Company has received a notice from a member of the Company
 alongwith requisite fee under section 257 of the Companies Act, 1956
 signifying his intention to propose the appointment of Mr. Pankaj Mital
 to the ofce of Director.
 
 Mr. Toshihiro Watanabe resigned from the Directorship of the Company
 w.e.f 25.04.2011, consequently he ceased to be a Whole-time Director of
 the Company.
 
 M/s. Sumitomo Wiring Systems Ltd., Japan (SWS), Joint Venture of your
 Company has nominated Mr. Hideaki Ueshima on the Board of your company
 in place of Mr. Toshihiro Watanabe, who has deputed to another
 assignment by SWS. Therefore, Mr. Hideaki Ueshima has appointed as an
 Additional Director of the Company w.e.f.  28.04.2011.
 
 Your Directors while welcoming Mr. Hideaki Ueshima on the Board of the
 Company, placed on record, their appreciation for the valuable services
 rendered by Mr. Toshihiro Watanabe during his tenure as a Director and
 Whole-time Director of the Company.
 
 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 is disqualified as per 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 affairs 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 effect
 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.2,605 million as against
 Rs.2,148 million in the previous financial year. The Company continues to
 make its efforts 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, Bombay Stock Exchange Limited, Delhi Stock Exchange
 Limited and Ahmedabad Stock Exchange Limited. The listing fees for the
 year 2011-12 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 ofce 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
 
                                M. S. gujral           V.C. Sehgal
 
                                Chairman               Vice Chairman
 
 Place : Noida
 
 Date : July 29, 2011