1. contingent Liabilities
(Figures in Rs.Thousands)
as at as at
March 31, 2011 March 31, 2010
a) In respect of Excise 136,134 8,842
b) In respect of Customs 32,304 -
c) In respect of Entry Tax - 8,186
d) In respect of Sales Tax 21,233 18,781
e) In respect of Service Tax 5,925 6,240
f) In respect of Stamp Duty 4,754 4,754
g) In respect of Income Tax - 2,185
h) In respect of Labour Cases 11,307 17,005
i) The Company has given corporate guarantees in respect of :
i) Subsidiary Companies 2,559,600 2,164,243
j) Bank Guarantees / Letters of Credit
furnished by the Company 287,784 199,715
1 Excludes interest
Further, in respect of certain subsidiary companies, the Company has
furnished letter of support to enable the said companies continue the
operations.
The amount shown in items a to h above represents the best possible
estimates arrived at on the basis of available information. The
uncertainty and possible reimbursement are dependent on the outcome of
the different legal processes which have been invoked by the Company or
the claimants as the case may be and therefore cannot be predicted
accurately.
3. issue of Zero coupon convertible bonds
During the year ended March 31, 2006, the Company issued Euro
50,300,000 Zero Coupon Convertible Bonds due 2010 (the Bonds). These
bonds were listed on the Singapore Exchange Securities Trading Limited
(the SGX-ST). The bonds were convertible at the option of the holder
at any time on or after August 24, 2005 (or such earlier date as was
notified to the holders of the bonds by the Company) upto July 6, 2010
into fully paid equity shares with full voting rights at par value of
Re. 1.00 each of the Issuer (Shares) at an initial Conversion Price
(as defined in the Terms & Conditions of the bonds) ofRs.74.32 per
share with a fixed rate of exchange on conversion of Rs.52.01 = Euro
1.00. The Conversion Price was subject to adjustment in certain
circumstances.
The bonds also otherwise could be redeemed, in whole or in part, at the
option of the Issuer, at any time on or after July 15, 2008 and prior
to July 7, 2010 subject to satisfaction of certain conditions and at
their Early Redemption Amount (as defined in the Terms & Conditions
of the bonds) at the date fixed for such redemption if the Closing
Price (as defined in the Terms & Conditions of the bonds) of the
Shares translated into Euro at the prevailing rate (as defined in the
Terms & Conditions of the bonds) for each of 20 consecutive Trading
Days (as defined in the Terms & Conditions of the bonds) the last of
which occurs not more than five days prior to the date upon which
notice of such redemption is published, is greater than 130 per cent,
of the Conversion Price (as defined in the Terms & Conditions of the
Bonds) then in effect translated into euro at the rate of Rs.52.01 =
Euro 1.00.
The bonds also could be redeemed, in whole, but not in part, at any
time at the option of the Issuer at their Early Redemption Amount, if
less than 10 per cent, in aggregate, principal amount of the Bonds
originally issued was outstanding.
The bonds also could be redeemed in whole, but not in part, at the
option of the Issuer subject to satisfaction of certain conditions
including obtaining Reserve Bank of India (RBI) approval, at their
Early Redemption Amount, on the date fixed for redemption in the event
of certain changes relating to taxation in India.
Unless previously redeemed, converted or purchased and cancelled, the
bonds were to be redeemed by the Issuer in Euros on July 16, 2010 at
126.77 per cent of its principal amount.
The issuer had to, at the option of any holder of any bonds, repurchase
at the Early Redemption Amount such bonds at such time as the shares
ceased to be listed or admitted to trading on the BSE and the NSE (as
defined in the Terms & Conditions of the bonds) in respect of the
Issuer.
Consequent to the exercise of conversion option by holders of bonds of
face value Euro 18.5 million, the Company has allotted 12,950,000
equity shares during the year. Accordingly, an amount ofRs. 1,285.25
million, being the excess of the liabilities (including amortized
premium/ issue expenditure on such bonds up to the date of conversion)
extinguished in respect of such bonds over the face value of shares
issued, has been credited to securities premium account. Consequent to
the said allotment, bonds have been fully converted as at June 30,
2010.
2 Revised from Rs.111.45, in accordance with the terms of issue,
consequent to the issue of bonus shares by the Company.
3. As per information available with the management, the dues payable
to enterprises covered under The Micro, Small and Medium Enterprises
Development Act, 2006 aggregate to Rs.5,646 thousand (Previous year
Rs.9,609 thousand). This has been determined on the basis of responses
received from vendors on specific confirmation sought by the Company in
this regard.
Further, as determined by the management, there is no interest paid/
payable to such enterprises.
4. amalgamation of balda Motherson Solutions india Limited (bMSi) &
Motherson tradings Limited (MtL) with the company
a) The High Court of Judicature at Delhi has approved on March 21, 2011
the arrangement as embodied in the Scheme of Amalgamation (the
Scheme) of the erstwhile Balda Motherson Solutions India Limited
(BMSI) & Motherson Tradings Limited (MTL), subsidiaries of the Company,
the transferor Company with the Company (Motherson Sumi Systems
Limited), the transferee Company On complying with the requisite
formalities by the Company, the Scheme became effective on April 28,
2011 (the effective date), operative retrospectively from April 1,
2010, the Appointed Date, as per the Scheme. Accordingly, the whole of
the undertakings of BMSI and MTL have been transferred to and vested in
the Company as a going concern and BMSI and MTL without any further act
were dissolved without winding up.
b) BMSI is in the business of manufacture and sale of injection moulded
components and assemblies for mobile phones, electrical and electronic
equipments. MTL is in the business of trading in fuse, fuse box and
circuits.
c) During the year, on May 18, 2010, the Company had, pursuant to an
agreement with Balda AG & Balda Investment Mauritius Limited, purchased
the 60% shareholding held by it, thereby making BMSI a 100% subsidiary
of the Company. As per the Scheme, the said transaction is recorded in
such a manner so that with effect from the appointed date, all assets
and liabilities are vested in the Company. The amalgamation has been
accounted for under the pooling of interests method as prescribed by
Accounting Standard (AS-14) issued by the Institute of Chartered
Accountants of India and the specific provisions of the Scheme.
Accordingly, all the assets, liabilities and reserves of the transferor
company as on April 1, 2010 have been recorded by the Company at their
respective amounts.
d) In view of the amalgamation of BMSI and MTL with the Company
effective from April 1, 2010, the figures for the current year are not
directly comparable to those of the previous year.
e) On March 31, 2011, the Company has acquired 100% shares of India
Nails Manufacturing Limited (formerly India Nails Manufacturing Private
Limited). The total consideration paid amounted to Rs.153,608 thousand as
against negative net worth of India Nails Manufacturing Limited of
Rs.20,358 thousand. Accordingly, goodwill on consolidation of Rs.173,966
thousand has been recognized in the consolidated financial statements.
Subsequently, the Board of Directors of the Company, at their meeting
held on April 28, 2011, have approved merger of its wholly owned
subsidiary companies namely, India Nails Manufacturing Limited and MSSL
Global Wiring Limited (MGWL) with the Company, subject to requisite
approvals.
f) The Board of Directors of the Company at the meeting held on April
28, 2011, approved the merger of Sumi Motherson Innovative Engineering
Limited (SMIEL) with the company with effect from April 1, 2011,
subject to necessary approvals. Further, the Board at their meeting
held on May 25, 2011 has recommended an exchange ratio of 10 shares of
Rs.1 each fully paid up for every 57 equity shares of Rs.10 each held by
shareholders of SMIEL. The Company will issue 4,420,360 new shares,
thereby increasing its equity capital to Rs.391,964 thousand.
5. During the year, the Company has made a provision for diminution in
the value of its investment amounting to Rs. 1,835 thousand, in view of
the continued losses incurred, on account of MSSL Handels GmbH.
6. The details of liabilities recognised by the Company in respect of
long term defined benefits and contribution schemes in accordance with
Accounting Standard 15 (Revised 2005) for its employees are as under:
(a) defined benefit Schemes
(i) gratuity
The employees are entitled to gratuity that is computed as half-month''s
salary for every completed year of service and is payable on
retirement/termination. The Company makes provision of such gratuity
liability in the books of accounts on the basis of actuarial valuation.
The Company pays contribution to Life Insurance Corporation of India to
fund its plan.
(ii) Leave encashment /compensated absences
The employees are entitled for leave for each year of service and part
thereof and subject to the limits specifed, the un-availed portion of
such leaves can be accumulated or encashed during/ at the end of the
service period. The plan is not funded.
(b) defined contribution Schemes
The Company deposits an amount determined at a fixed percentage of
basic pay every month to the State administered Provident Fund and
Employee State Insurance (ESI) for the benefit of the employees.
Accordingly the Company''s contribution during the year that has been
charged to revenue amounts to Rs.130,834 thousand (Previous Year Rs.98,535
thousand).
7. related party disclosures
Related party disclosures, as required by AS18, Related Party
Disclosures, are given below:
i relationships where control exists: Subsidiaries of the company:
MSSL Mauritius Holdings Limited
MSSL Mideast (FZE)
MSSL Ireland Pvt. Limited
MSSL Handels GmbH
Motherson Electrical Wires Lanka Pvt. Ltd.
MSSL Tooling (FZE)
MSSL (S) Pte Ltd.
MSSL GmbH
MSSL Polymers GmbH
Samvardhana Motherson Invest Deutschland GmbH (formerly Mothersonsumi
Reiner GmbH)
MSSL Advanced Polymers s.r.o.
MSSL (GB) Limited
Global Environment Management (FZC)
Global Environment Management Australia Pty Limited
Motherson Sumi Wiring System Ltd. (FZE)
MSSL Australia Pty Ltd.
Motherson Elastomers Pty Limited
Motherson Investments Pty Limited
Motherson Orca Precision Technology GmbH
MSSL Global Wiring Limited
MSSL s.r.l Unipersonale
MSSL Global RSA Module Engineering Limited
MSSL Japan Limited
Samvardhana Motherson Global Holdings Ltd.
Samvardhana Motherson Reflectec Group Holdings Limited
SMR Automotive Holding Hong Kong Limited
SMR Automotive Technology Holding Cyprus Ltd.
SMR Automotive Mirror Systems Holding Deutschland GmbH
SMR Automotive Parts GmbH
SMR Poong Jeong Automotive Mirrors Korea Ltd.
SMR Hyosang Automotive Ltd.
SMR Holding Australia Pty Limited
SMR Automotive Australia Pty Limited
SMR Automotive Taree Pty Limited
SMR Automotive Mirror Technology Hungary Bt
SMR Grundbesitz GmbH & Co. KG
SMR Automotive Services GmbH
SMR Automotive Mirror Parts and Holdings UK Ltd.
Portchester Limited
SMR Automotive Mirrors UK Limited
SMR Automotive Technology Valencia S.A.U. (formerly Visiocorp
Automotive Valencia S.A.U.)
SMR Automotive Services UK Ltd.
SMR Automotive Technology Holdings USA Partners
SMR Automotive Mirror International USA Inc.
SMR Automotive Systems USA Inc.
SMR Automotive Systems France S. A.
SMR Automotive Systems India Limited
SMR Automotive Yancheng Co. Limited
SMR Automotive Beijing Company Limited
SMR Automotive Mirror Technology Holding Hungary Kft
SMR Automotive Systems Spain S.A.U.
SMR Automotive Vision Systems Mexico S.A. de C.V.
SMR Automotive Servicios Mexico S.A. de C.V.
SMR Automotive Mirrors Stuttgart GmbH
SMR Automotive Patents S.aR.L.
SMR Automotive Beteiligungen Deutschland GmbH
SMR Automotive Brasil Ltda.
SMR Automotive System (Thailand) Limited
India Nails Manufacturing Limited (Formerly India Nails Manufacturing
Private Limited)
ii. Other related parties
a. Joint ventures:
Kyungshin Industrial Motherson Limited
Woco Motherson Elastomer Limited
Woco Motherson Advanced Rubber & Technologies Limited
Woco Motherson Limited (FZC)
Calsonic Kansei Motherson Auto Products Limited
Ningbo SMR Huaxiang Automotive Mirrors Co. Limited
b. associate companies:
Saks Ancillaries Limited
c. key Management personnel:
i) board of directors:
Mr. M. S. Gujral
Mr. V. C. Sehgal
Mr. Laksh Vaaman Sehgal
Mr. Toshimi Shirakawa
Mr. Toshihiro Watanabe
Mr. Bimal Dhar
Mr. Hiroto Murai
Maj. Gen. Amarjit Singh (Retd.)
Mr. Pankaj Mital
Mr. Arjun Puri
Mr. Futoshi Urai
ii) Other key Management personnel:
Mr. Vivek Avasthi
Mr. Ravindra Mathur
Mr. G.N. Gauba
Mr. N. Ramanathan
Mr. Sanjay Mehta
Mr. Ramesh Dhar
iii) relatives of key Management personnel:
Ms. Renu Sehgal
Ms. Vidhi Sehgal
Ms. Geeta Soni
Ms. Neelu Mehra
Ms. Padma Avasthi
Mr. Harjit Singh
Ms. Upkar Guj''ral
Ms. Subina Avasthi
d. companies in which key Managerial personnel or their relatives have
control/ significant infuence:
Motherson Auto Limited
Motherson Air Travel Agencies Limited
Ganpati Auto Industries
South City Motors Limited
ASI Motherson Communication Solutions Limited
Motherson Techno Tools Limited
Motherson Techno Tools Mideast (FZE)
Sumi Motherson Innovative Engineering Limited
SWS India Management Support & Service (P) Limited
Vaaman Auto Industries
A Basic Concepts Design India Private Limited
Motherson Sumi Infotech and Designs Limited
Motherson Engineering Research and Integrated Technologies Limited
Moon Meadows Private Limited
Sis Bro Motor and Workshop Private Limited
Motoman Motherson Robotics Limited (up to February 1, 2011)
NACHI Motherson Tool Technology Limited Motherson
Samvardhana Motherson Finance Limited
A Basic Concepts Design Pty Limited
ATAR Mauritius Private Limited
Motherson Auto Solutions Limited
Motherson Machinery and Automations Limited
Spheros Motherson Thermal Systems Limited
Matsui Technologies India Limited
Motherson Moulds and Diecasting Limited
Webasto Motherson Sunroofs Limited
Anest Iwata Motherson Limited
Field Motor Limited
AES (India) Engineering Limited
Motherson Auto Eng. Service Ltd. (formely Miyazu Motherson Eng. Design
Ltd.) Anest Iwata Motherson Coating Equipment Limited Nissin Advance
Coating Indo Company Limited Magnetti Marelli Motherson Holding India
B.V. Magnetti Marelli Motherson Auto System Limited Samvardhana
Motherson Finance Services Cyprus Limited Motherson Zanotti
Refrigeration System Limited Samvardhana Motherson Virtual Analysis
Ltd. Samvardhana Motherson Finance services Inc. Motherson Time Tooth
Technologies Inc. Tigers Connect Travel Systems and Solutions Limited
Samvardhana Motherson Holding (M) Private Limited Motherson Advanced
Tooling Solutions Limited Avon Hill Limited
Fritzmeier Motherson Cabin Engineering Limited
Air Factory Energy Limited
CTM India Limited
MSID U.S. Inc
Motherson Climate System Ltd.
Spirited Auto Cars (I) Limited
Style Motors Limited
Systematic Conscom Limited
MAS Middle East Ltd. (FZE)
Motherson Bergstrom HVAC Solutions Pvt. Ltd.
NACHI Motherson Precision Ltd.
e. Joint venturer:
Sumitomo Wiring Systems Limited, Japan
Kyungshin Corporation, Korea
Woco Franz Josef Wolf Holding GmbH, Germany
Balda AG, Germany (up to May 17, 2010)
Calsonic Kansei Corporation, Japan
E-Compost Pty. Limited, Australia
Dremotech GmbH & Co. KG., Germany
8. The Company has a comprehensive system of maintenance of
information and documents as required by the transfer pricing
legislation under sections 92-92F of the Income Tax Act, 1961. Since
the law requires existence of such information and documentation to be
contemporaneous in nature, the Company appoints independent consultants
for conducting a Transfer Pricing Study to determine whether the
transactions with associate enterprises are undertaken, during the
financial year, on an arms length basis. Adjustments, if any, arising
from the transfer pricing study shall be accounted for as and when the
study is completed for the current financial year. However, the
management is of the opinion that its international transactions are at
arm''s length so that the aforesaid legislation will not have any impact
on the financial statements, particularly on the amount of tax expense
and that of provision for taxation.
9. The corresponding figures of previous year have been regrouped,
rearranged wherever necessary to conform to the current year''s
classification. |